<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   for the fiscal year ended December 31, 2002
                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 1-11781

                           DAYTON SUPERIOR CORPORATION
             (Exact name of registrant as specified in its charter)

                Ohio                          31-0676346
     (State of incorporation)   (I.R.S. Employer Identification No.)

                           7777 Washington Village Dr.
                                    Suite 130
                               Dayton, Ohio 45459
                     (Address of principal executive office)

Registrant's telephone number, including area code: (937) 428-6360

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Junior Subordinated
Debentures

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of December 1, 2003, there were 4,554,269 common shares outstanding, all of
which were privately held and not traded on a public market. As of December 1,
2003, none of the outstanding shares were held by non-affiliates.

<PAGE>

PART I.

                     SUMMARY OF ISSUE REQUIRING FORM 10-K/A

We are amending our Form 10-K for the year ended December 31, 2002 in order to
properly reflect the adoption of EITF 00-10, "Accounting for Shipping and
Handling Revenue and Costs," and to modify certain disclosures in our 10-K to
reflect certain charges in the way we describe our business and certain
subsequent events. EITF 00-10 was required to be adopted in the year ended
December 31, 2000. As a result of adopting EITF 00-10, the Company's December
31, 2002, 2001 and 2000 net sales and cost of sales each increased by $20,453,
$21,791, and $19,223, respectively, to reflect the inclusion of shipping
revenues and costs, but there was no effect on previously reported gross profit,
income from operations, net income (loss), cash flows or financial position. As
a result of the restatement, the financial statements as of December 31, 2001
and for each of the two years ended December 31, 2001 were audited by Deloitte &
Touche LLP.

<TABLE>
<CAPTION>
                    December 31, 2002          December 31, 2001          December 31, 2000
               -------------------------   -------------------------   -------------------------
               As Reported   As Restated   As Reported   As Restated   As Reported   As Restated
               -----------   -----------   -----------   -----------   -----------   -----------
<S>            <C>           <C>           <C>           <C>           <C>           <C>
Net Sales       $378,284      $398,737      $393,700      $415,491      $367,845      $387,068
Cost of Sales    249,408       269,861       254,430       276,221       229,523       248,746
                --------      --------      --------      --------      --------      --------
Gross Profit    $128,876      $128,876      $139,270      $139,270      $138,322      $138,322
                ========      ========      ========      ========      ========      ========
</TABLE>

                                       2
<PAGE>

In this Annual Report on Form 10-K/A, unless otherwise noted, the terms "Dayton
Superior," "we," "us" and "our" refer to Dayton Superior Corporation and its
subsidiaries.

ITEM 1. BUSINESS.

                              AVAILABLE INFORMATION

         The Company files annual, quarterly, and current reports, and other
documents with the Securities and Exchange Commission (SEC) under the Securities
Exchange Act of 1934. The public may read and copy any materials that the
Company files with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Also, the SEC maintains an Internet website that contains reports and
information statements, and other information regarding issuers, including the
Company, that file electronically with the SEC. The public can obtain any
documents that the Company files with the SEC at http://www.sec.gov.

                                     GENERAL

         We believe we are the largest North American manufacturer and
distributor of metal accessories and forms used in concrete construction and a
leading manufacturer of metal accessories used in masonry construction in terms
of revenues. In many of our product lines, we believe we are the market leader
in terms of revenues and lowest cost manufacturer competing primarily in two
segments of the construction industry: infrastructure construction, such as
highways, bridges, utilities, water and waste treatment facilities and airport
runways, and non-residential building, such as schools, stadiums, prisons,
retail sites, commercial offices, hotels and manufacturing facilities. For the
year ended December 31, 2002 our net sales were $398.7 million and our net
losses were $20.3 million. Our net sales were $278.5 million in the nine month
period ended September 26, 2003 and our net losses were $12.2 million in the
nine month period ended September 26, 2003.

         We derive our revenue from a mix of sales of consumable products
(accessories, chemicals, etc.) and the sale and rental of engineered concrete
forming equipment. Through our network of 48 service/ distribution centers, we
serve over 7,000 customers, comprised of independent distributors and a broad
array of pre-cast concrete manufacturers, general contractors, subcontractors
and metal fabricators. We sell most of our 20,000 products under well
established, industry recognized brand names and manufacture the vast majority
of these products "in-house." We believe that the breadth of our product
offerings and national distribution network allow us to service the largest
customer base in the industry by providing a "one-stop" alternative to our
customers. We believe that none of our competitors can match our combination of
product breadth and national reach. In addition, our nationwide customer base
enables us to efficiently cross-sell our products and provides us with a
platform from which we can broadly distribute newly developed and acquired
product lines. Finally, our national customer base provides us with
geographically dispersed sales, which can mitigate the effects of regional
economic downturns.

         In an effort to reduce costs and enhance customer responsiveness,
effective January 1, 2003 we reorganized our company from six autonomous
manufacturing and sales divisions into two sales units ("CPG" and Symons) and a
new product fulfillment unit (Supply Chain). CPG and Symons are primarily
responsible for sales, customer service and new product development. As part of
this effort, we reorganized most of our manufacturing and distribution
operations into our Supply Chain unit, which manufactures and distributes our
products in support of CPG and Symons.

                                       3
<PAGE>

CONSTRUCTION PRODUCTS GROUP

In terms of revenues, we believe that CPG is the leading North American supplier
of:

-        CONCRETE ACCESSORIES, which are used for connecting forms for
         poured-in-place concrete walls, anchoring or bracing for walls and
         floors, supporting bridge framework and positioning steel reinforcing
         bars; and

-        WELDED DOWEL ASSEMBLIES, which are paving products used in the
         construction and rehabilitation of concrete roads, highways and airport
         runways to extend the life of the pavement.

In addition, CPG supplies:

-        MASONRY PRODUCTS, which are placed between layers of brick and concrete
         blocks and covered with mortar to provide additional strength to walls;
         and

-        CHEMICALS, which can be used in conjunction with our construction
         products for various purposes including form release, bond breakers,
         curing compounds, liquid hardeners, sealers, water repellents, bonding
         agents, grouts and other uses related to the pouring and placement of
         concrete.

For the year ended December 31, 2002 CPG had sales of $274.1 million (net of
intercompany sales), or 68.7% of our total consolidated net sales. For the nine
month period ended September 26, 2003, CPG had $193.7 million (net of
intercompany sales), or 70% of our total consolidated net sales.

SYMONS

         We believe we are the leading North American manufacturer of concrete
forming systems in terms of revenues, which are reusable, engineered forms and
related accessories used in the construction of concrete walls, columns and
bridge supports to hold concrete in place while it hardens. Symons both rents
and sells its forms through a network of 17 company-operated distribution
centers and through numerous third party distributors, some of whom also
purchase accessories and chemicals from CPG. Sales of concrete forming systems
and related accessories represented approximately 68% and rental revenue
represented approximately 32% of Symons' total net sales in 2002. Symons had
sales of $124.6 million (net of intercompany sales), or 31.3% of our total
consolidated net sales in 2002. Symons had $84.8 million (net of intercompany
sales), or 30% of our total consolidated net sales, in the nine moth period
ended September 26, 2003.

                                    PRODUCTS

         Although almost all of our products are used in concrete or masonry
construction, the function and nature of the products differ widely. Most of our
products are consumable, providing us with a source of recurring revenue. In
addition, while our products represent a relatively small portion of a
construction project's total cost, our products assist in ensuring the on-time,
quality completion of those projects. We continually attempt to increase the
number of products we offer by using engineers and product development teams to
introduce new products and refine existing products.

         CPG. CPG manufactures and sells concrete accessories primarily under
the Dayton/Richmond(R), Aztec(R) and BarLock(R) brand names, masonry products
primarily under the Dur-O-Wal(R) brand name and paving products primarily under
the American Highway Technology(R) name, but we also offer some paving products
under the Dayton/Richmond(R) name.

CPG PRODUCTS INCLUDE:

                                       4
<PAGE>

-        WALL-FORMING PRODUCTS. Wall-forming products include shaped metal ties
         and accessories that are used with modular forms to hold concrete in
         place when walls are poured at a construction site or are prefabricated
         off site. These products, which generally are not reusable, are made of
         wire or plastic or a combination of both materials. We generally
         manufacture these products on customized high-speed automatic
         equipment.

-        BRIDGE DECK PRODUCTS. Bridge deck products are metal assemblies of
         varying designs used to support the formwork used by contractors in the
         construction and rehabilitation of bridges.

-        BAR SUPPORTS. Bar supports are non-structural steel, plastic, or
         cementitious supports used to position rebar within a horizontal slab
         or form to be filled with concrete. Metal bar supports are often
         plastic or epoxy coated, galvanized or equipped with plastic tips to
         prevent creating a conduit for corrosion of the embedded rebar.

-        SPLICING PRODUCTS. Splicing products are used to join two pieces of
         rebar together while at a construction site without the need for
         extensive preparation of the rebar ends.

-        PRECAST AND PRESTRESSED CONCRETE CONSTRUCTION PRODUCTS. Precast and
         prestressed concrete construction products are metal assemblies of
         varying designs used in the manufacture of precast concrete panels and
         prestressed concrete beams and structural members. Precast concrete
         panels and prestressed concrete beams are fabricated away from the
         construction site and transported to the site. Precast concrete panels
         are used in the construction of prisons, freeway sound barrier walls,
         external building facades and other similar applications. Prestressed
         concrete beams use multiple strands of steel cable under tension
         embedded in concrete beams to provide rigidity and bearing strength,
         and often are used in the construction of bridges, parking garages and
         other applications where long, unsupported spans are required.

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

-        FORMLINER PRODUCTS. Formliner products include plastic and elastomeric
         products that adhere to the inside face of forms to provide shape to
         the surface of the concrete.

-        CHEMICAL PRODUCTS. Chemical products sold by CPG include a broad
         spectrum of chemicals for use in concrete construction, including form
         release agents, bond breakers, curing compounds, liquid hardeners,
         sealers, water repellents, bonding agents, grouts and epoxies, and
         other chemicals used in the pouring and placement of concrete and
         curing compounds used in concrete road construction.

-        MASONRY PRODUCTS. Masonry products are wire products sold under the
         Dur-O-Wal_ name that improve the performance and longevity of masonry
         walls by providing crack control, greater elasticity and higher
         strength to withstand seismic shocks and better resistance to rain
         penetration.

-        WELDED DOWEL ASSEMBLIES. Welded dowel assemblies are used to transfer
         dynamic loads between two adjacent slabs of concrete roadway. Metal
         dowels are part of a dowel basket design that is imbedded in two
         adjacent slabs to transfer the weight of vehicles as they move over a
         road.

-        CORROSIVE-PREVENTING EPOXY COATINGS. Corrosive-preventing epoxy
         coatings are used for infrastructure construction products and a wide
         range of industrial and construction uses.

                                       5
<PAGE>

SYMONS. Symons manufactures, sells and rents reusable modular concrete forming
systems primarily under the Symons(R) name.

SYMONS PRODUCTS INCLUDE:

-        CONCRETE FORMING SYSTEMS. Concrete forming systems are reusable,
         engineered modular forms which hold liquid concrete in place on
         concrete construction jobs while it hardens. Standard forming systems
         are made of steel and plywood and are used in the creation of concrete
         walls and columns. Specialty forming systems consist primarily of steel
         forms that are designed to meet architects' specific needs for concrete
         placements. Both standard and specialty forming systems and related
         accessories are sold and rented for use.

-        SHORING SYSTEMS. Shoring systems, including aluminum beams and joists,
         post shores and shoring frames are used to support deck and other
         raised forms while concrete is being poured.

-        ARCHITECTURAL PAVING PRODUCTS. Architectural paving products are used
         to apply decorative texture and coloration to concrete surfaces while
         concrete is being poured.

-        CONSTRUCTION CHEMICALS. Construction chemicals sold by the Symons
         business unit include form release agents, sealers, water repellents,
         grouts and epoxies and other chemicals used in the pouring, stamping
         and placement of concrete.

                                  MANUFACTURING

         We manufacture the substantial majority of the products we sell. As
part of our reorganization effective January 1, 2003, we reorganized most of our
manufacturing and distribution operations into Supply Chain, our new product
fulfillment unit, which manufactures and distributes our products in support of
CPG and Symons. CPG obtains the majority of the products it sells from the
Supply Chain group and manufactures its chemicals product line. Symons obtains
Steel-Ply(R) forms from the Supply Chain unit and manufactures and assembles or
outsources some of the manufacturing involved in some of the other all-steel
forms.

         Most of our CPG products are manufactured in 18 facilities throughout
the United States. Our production volumes enable us to design and build or
custom modify much of the equipment we use to manufacture these products, using
a team of experienced manufacturing engineers and tool and die makers.

         By developing our own automatic high-speed manufacturing equipment, we
believe we generally have achieved significantly greater productivity, lower
capital equipment costs, lower scrap rates, higher product quality, faster
changeover times, and lower inventory levels than most of our competitors. In
addition, our ability to "hot-dip" galvanize masonry products provides us with
an advantage over many competitors' manufacturing masonry wall reinforcement
products, which lack this internal capability. We also have a flexible
manufacturing setup and can make the same products at several locations using
short and discrete manufacturing lines.

         We manufacture our Symons concrete forming systems at two facilities in
the United States. These facilities incorporate semi-automated and automated
production lines, heavy metal presses, forging equipment, stamping equipment,
robotic welding machines, drills, punches, and other heavy machinery typical for
this type of manufacturing operation. We currently have plans in place to move a
significant percentage of our annual production requirements to Reynosa, Mexico.
We believe that by relocating a portion of our manufacturing to Mexico, we will
realize approximately $5 million in savings

                                       6
<PAGE>

annually. We also intend to outsource some of our production requirements to
lower cost foreign producers, which we believe will generate significant
additional savings.

                                  DISTRIBUTION

         We distribute our products through over 3,500 independent distributors,
and our own network of 48 service/distribution centers located in the United
States and Canada. We have 26 distribution centers dedicated to our Construction
Products Group business unit and 22 distribution centers dedicated to our Symons
business unit.

        Some locations carry more than one of our product lines. We ship most of
our products to our service/distribution centers from our manufacturing plants;
however, a majority of our centers also are able to produce smaller batches of
some products on an as-needed basis to fill rush orders. We have an on-line
inventory tracking system for our Construction Products Group, which enables our
customer service representatives to identify, reserve and ship inventory quickly
from any of our locations in response to telephone orders.

                               SALES AND MARKETING

         We employed approximately 300 sales and marketing personnel at December
31, 2002 and 265 sales and marketing personnel at September 26, 2003, of whom
approximately two thirds were field sales people and one third were customer
service representatives. Sales and marketing personnel are located in all of our
service/distribution centers. We produce product catalogs and promotional
materials that illustrate certain construction techniques in which our products
can be used to solve typical construction problems. We promote our products
through seminars and other customer education efforts and work directly with
architects and engineers to secure the use of our products whenever possible.

         We consider our engineers to be an integral part of the sales and
marketing effort. Our engineers have developed proprietary software applications
to conduct extensive pre-testing on both new products and construction projects.

                                    CUSTOMERS

         We have over 7,000 customers, of which approximately 50% purchase our
products for resale. Our customer base is geographically diverse, with no
customer accounting for more than 10% of net sales in 2002 or the first nine
months of 2003.

         CPG. CPG has approximately 4,000 customers, consisting of distributors,
rebar fabricators, precast and prestressed concrete manufacturers, brick and
concrete block manufacturers, general contractors and sub-contractors. We
estimate that approximately 85% of the customers of this business unit purchase
our products for resale. The largest customer of the business unit accounted for
approximately 4% of the business unit's 2002 net sales.

         CPG has instituted a certified dealer program for those dealers who
handle our tilt-up construction products. This program was established to
educate dealers in the proper use of our tilt-up products and to assist them in
providing engineering assistance to their customers. Certified dealers are not
permitted to carry other manufacturers' tilt-up products, which we believe are
incompatible with ours and, for that reason, could be unsafe if used with our
products. The business unit currently has 98 certified tilt-up construction
product dealers.

                                       7
<PAGE>

         SYMONS. Symons has approximately 3,000 customers, consisting of
distributors, precast and prestressed concrete manufacturers, general
contractors and subcontractors. We estimate that approximately 90% of the
customers of this business unit are the end-users of its products, while
approximately 10% of those customers purchase its products for resale or
re-rent. This business unit's largest customer accounted for 9% of the business
unit's 2002 net sales.

                                  RAW MATERIALS

         Our principal raw materials are steel wire rod, steel hot rolled bar,
metal stampings and flat steel, aluminum sheets and extrusions, plywood, cement
and cementitious ingredients, liquid chemicals, zinc, plastic resins and
injection-molded plastic parts. We currently purchase materials from over 2,000
vendors and are not dependent on any single vendor or small group of vendors for
any significant portion of our raw material purchases. Steel, in its various
forms, constitutes approximately 25% of our cost of sales.

                                   COMPETITION

         Our industry is highly competitive in most product categories and
geographic regions. We compete with a limited number of full-line national
manufacturers of concrete accessories, concrete forming systems and paving
products, and a much larger number of regional manufacturers and manufacturers
with limited product lines. We believe competition in our industry is largely
based on, among other things, price, quality, breadth of product lines,
distribution capabilities (including quick delivery times) and customer service.
Due primarily to factors such as freight rates, quick delivery times and
customer preference for local suppliers, some local or regional manufacturers
and suppliers may have a competitive advantage over us in a given region. We
believe the size, breadth and quality of our product lines provide us with
advantages of scale in both distribution and production relative to our
competitors.

                             TRADEMARKS AND PATENTS

         We sell most products under the registered trade names Dayton
Superior(R), Dayton/Richmond(R), Symons(R), Aztec(R), BarLock(R), Conspec(R),
Edoco(R), Dur-O-Wal(R) and American Highway Technology(R), which we believe are
widely recognized in the construction industry and, therefore, are important to
our business. Although some of our products (and components of some products)
are protected by patents, we do not believe these patents are material to our
business. We have 205 trademarks and 140 patents.

                                    EMPLOYEES

         As of December 31, 2002, we employed approximately 700 salaried and
1,200 hourly personnel, of whom approximately 600 of the hourly personnel and
four of the salaried personnel are represented by labor unions. As of September
26, 2003, we employed approximately 675 salaried and 1,250 hourly personnel, of
whom approximately 825 of the hourly personnel and six of the salaried personnel
are represented by labor unions. Employees at our Miamisburg, Ohio; Parsons,
Kansas; Des Plaines, Illinois; New Braunfels, Texas; Tremont, Pennsylvania; Long
Beach, California; and Aurora, Illinois manufacturing/ distribution plants and
our service/distribution center in Atlanta, Georgia are covered by collective
bargaining agreements. We believe we have good employee and labor relations.

                                   SEASONALITY

         Our operations are seasonal in nature, with approximately 55% of our
sales historically occurring in the second and third quarters. Working capital
and borrowings fluctuate with sales volume.

                                       8
<PAGE>

                                     BACKLOG

         We typically ship most of our products, other than paving products and
most specialty forming systems, within one week and often within 24 hours after
we receive the order. Other product lines, including paving products and
specialty forming systems, may be shipped up to six months after we receive the
order, depending on our customer's needs. Accordingly, we do not maintain
significant backlog, and backlog as of any particular date has not been
representative of our actual sales for any succeeding period.

                                       9
<PAGE>

Item 2.  Properties.

         Our corporate headquarters are located in leased facilities in Dayton,
Ohio. We believe our facilities provide adequate manufacturing and distribution
capacity for our needs. We also believe all of the leases were entered into on
market terms. Our other principal facilities are located throughout North
America, as follows:

<TABLE>
<CAPTION>
                                                                                                                    Lease
                                                                                       Leased/         Size      Expiration
      Location                        Use                   Principal Business Unit     Owned        (Sq. Ft.)       Date
---------------------     --------------------------      ---------------------------  -------        -------     -----------
<S>                       <C>                             <C>                          <C>           <C>         <C>
Birmingham, Alabama       Manufacturing/Distribution      Construction Products Group   Leased        285,000     12/12/ 2021
Des Plaines, Illinois     Manufacturing/Distribution      Symons                        Owned         171,650
Miamisburg, Ohio          Manufacturing/Distribution      Construction Products Group   Owned         126,000
Parsons, Kansas           Manufacturing/Distribution      Construction Products Group   Owned          98,250
Aurora, Illinois          Manufacturing/Distribution      Construction Products Group   Owned         109,000
Kankakee, Illinois        Manufacturing/Distribution      Construction Products Group   Leased        107,900     12/31/2007
Tremont, Pennsylvania     Manufacturing/Distribution      Construction Products Group   Owned          86,000
New Braunfels, Texas      Manufacturing/Distribution      Symons                        Owned          89,600
Fontana, California       Manufacturing/Distribution      Construction Products Group   Leased        114,275     12/31/2007
Parker, Arizona           Manufacturing/Distribution      Construction Products Group   Leased         60,000     12/31/2003
Modesto, California       Manufacturing/Distribution      Construction Products Group   Leased         55,000     12/31/2007
Reynoso, Mexico           Manufacturing/Distribution      Construction Products Group   Owned         110,500     07/16/2006
Atlanta, Georgia          Service/Distribution            Construction Products Group   Leased         49,392     08/31/2006
Grand Prairie, Texas      Service/Distribution            Construction Products Group   Leased         45,000     12/31/2004
Seattle, Washington       Service/Distribution            Construction Products Group   Leased         40,640     06/30/2006
Toronto, Ontario          Manufacturing/Distribution      Construction Products Group   Leased         45,661     01/31/2005
Oregon, Illinois          Service/Distribution            Construction Products Group   Owned          39,000
Kansas City, Kansas       Manufacturing/Distribution      Construction Products Group   Owned          33,000
Folcroft, Pennsylvania    Service/Distribution            Construction Products Group   Owned          32,000
</TABLE>

ITEM 3. LEGAL PROCEEDINGS.

         During the ordinary course of our business, we are from time to time
threatened with, or may become a party to, legal actions and other proceedings.
While we are currently involved in various legal proceedings, we believe the
results of these proceedings will not have a material effect on our business,
financial condition or results of operations. We believe that our potential
exposure to these legal actions is adequately covered by product and general
liability insurance, and, in some instances, by indemnification arrangements.

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

         Not applicable.

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

         There is no established public trading market for our common shares. As
of December 31, 2002, there were 29 holders of our common shares.

         On October 29, 2002, we sold 2,000 Common Shares to Dennis Haggerty at
an aggregate purchase price of $55,000 ($27.50 per share) in connection with the
employment of Mr. Haggerty as our Vice President of Supply Chain Management. The
shares were issued in reliance upon the exemption from registration set forth in
Section 4(2) of the Securities Act of 1933, as amended, for transactions not
involving a public offering.

                                       10
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

         The following table sets forth selected historical consolidated
financial information as of and for each of the years in the five-year period
ended December 31, 2002. The selected historical financial information as of
December 31, 1998, 1999, and 2000, and for the each of the two years ended
December 31, 1999 has been derived from our consolidated financial statements,
which were audited by Arthur Andersen LLP, our former independent public
accountants. The selected historical financial information as of December 31,
2001 and 2002, and for each of the three years ended December 31, 2002 have been
derived from our restated consolidated financial statements, which have been
audited by Deloitte & Touche LLP. Our audited consolidated financial statements
for the three years ended December 31, 2002 are included elsewhere herein. You
should read the following table together with the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section below and our
restated consolidated financial statements and their related notes included
elsewhere herein.

<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                       ---------------------------------------------------------------
                                         2002           2001        2000          1999         1998
                                       ---------     ---------    ---------    ---------    ----------
                                                               (dollars in thousands)
<S>                                    <C>           <C>          <C>          <C>          <C>
Other Financial Data:
Depreciation and
  amortization                         $  21,453     $  22,202    $  15,121    $  14,086    $  12,289
Property, plant
  and equipment
  additions, net                           9,267         9,755       11,483        7,469        6,118
Rental equipment
  additions, net                         (17,230)        3,191          801        4,052        6,783
Balance Sheet Data (at period end):
Working Capital                        $  65,751     $  56,943    $  60,868    $  50,469    $  39,727
Goodwill and Intangibles                 115,733       136,626       97,044       75,522       70,130
Total Assets                             373,971       396,843      335,418      278,679      253,620
Long-term debt (including
  current portion)                       299,536       291,946      245,925      105,173      118,205
Convertible trust
  preferred securities                         -             -            -       19,556            -
Shareholders' equity
  (deficit)                               (4,241)       16,721       13,196       88,772       74,588
</TABLE>

(1)  Our financial statements for the years ended December 31, 2000, 2001 and
     2002, have been restated to reflect the application of Emerging Issues Task
     Force (EITF) 00-10 "Accounting for Shipping and Handling Fees and Costs"
     for those periods. Our financial statements for the years ended December
     31, 1998 and 1999 have not been restated as it is impracticable for us to
     obtain the data.

(2)  From 2000 through 2002, we approved and implemented several plans to exit
     additional manufacturing and distribution facilities and reduce overall
     headcount to keep our cost structure aligned with our net sales. We
     describe the facility closing and severance expenses relating to these
     consolidation efforts in "Management's Discussion and Analysis of Financial
     Condition and Results of Operations--Facility Closing and Severance
     Expenses."

(3)  Symons was a defendant in a civil suit brought by EFCO Corp., a competitor
     of Symons in one portion of their business. In October 2000, Symons
     satisfied a judgment of $14.1 million, post-

                                       11
<PAGE>

     judgment interest of $1.1 million, and defense costs of $0.1 million, by
     payment to EFCO from our cash on hand and from our revolving credit
     facility.

(4)  During June 2000, in connection with the recapitalization, we refinanced
     our then-existing bank indebtedness. Additionally, the Dayton Superior
     Capital Trust, which held solely debentures, was dissolved. The
     company-obligated mandatorily redeemable convertible trust preferred
     securities converted to debentures having the right to receive cash in the
     amount of $22.00, plus accrued dividends, per preferred security. As a
     result we recorded a loss in 2000 of $7.8 million, comprised of the
     following:

<TABLE>
<S>                                                                               <C>
Expense deferred financing costs on previous long-term debt                       $  2.7
Prepayment premium on extinguishments of long-term debt and interest rate swap
agreements                                                                           0.5
Expense issuance costs on company-obligated mandatorily redeemable convertible
trust Preferred securities                                                           1.7
Prepayment premium on conversion of company-obligated mandatorily redeemable
convertible trust preferred securities into debentures                               2.1
Financing cost for unused long-term debt commitment                                  0.8
                                                                                  ------
                                                                                  $  7.8
                                                                                  ======
</TABLE>

     This loss was recorded as an extraordinary loss in 2000 and subsequently
     was reclassified as an ordinary loss as a result of our adoption in 2003 of
     SFAS No. 145, "Rescission of FASB Statement Nos. 4,44, and 64, Amendment of
     FASB Statement No. 13 and Technical Corrections."

(5)  We adopted SFAS No. 142 effective January 1, 2002. As a result of adopting
     SFAS No. 142, we recorded a non-cash charge in 2002 of $17.1 million ($19.9
     million of goodwill, less an income tax benefit of $2.8 million), which is
     reflected as a cumulative effect of change in accounting principle. This
     amount does not affect our ongoing operations. The goodwill arose from the
     acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999,
     and Polytite in 2000, all of which manufacture and sell metal accessories
     used in masonry construction. The masonry products market has experienced
     weaker markets and significant price competition, which has had a negative
     impact on the product line's earnings and fair value.

                                       12
<PAGE>

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

OVERVIEW

         Founded in 1924, we believe we are the largest North American
manufacturer and distributor of metal accessories and forms used in concrete
construction and a leading manufacturer of metal accessories used in masonry
construction in terms of revenues. Although almost all of our products are used
in concrete or masonry construction, the function and nature of the products
differ widely. In 2000, we added to our construction chemicals product line with
the acquisition of Conspec, which manufactures and sells chemicals under the
names Conspec and Edoco. In 2001, we acquired Aztec Concrete Accessories, Inc.,
a manufacturer of plastic products for the construction industry, primarily in
the Western United States. We also have expanded our business units through
additional smaller acquisitions.

         In an effort to reduce costs and enhance customer responsiveness,
effective January 1, 2003 we reorganized our company from six autonomous
manufacturing and sales divisions into two sales units (CPG and Symons) and a
new product fulfillment unit (Supply Chain). CPG and Symons are primarily
responsible for sales, customer service and new product development. As part of
this effort, we reorganized most of our manufacturing and distribution
operations into our Supply Chain unit, which manufactures and distributes our
products in support of CPG and Symons.

         CPG. CPG derives its revenues from the sale of products primarily to
independent distributors and contractors. We also provide some equipment on a
rental basis. CPG obtains the majority of the products it sells from the Supply
Chain product fulfillment group and manufactures its chemicals product line.
Cost of sales for CPG consists primarily of purchased steel and other raw
materials, as well as the costs associated with manufacturing, assembly,
testing, and associated overhead. Orders from customers for our paving products
are affected by state and local governmental infrastructure expenditures and
their related bid processes. Due to the project-oriented nature of paving jobs,
these products generally are made to order. As a result of all of the foregoing,
product inventories are maintained at relatively low levels.

         SYMONS. Symons derives its revenues from the sale and rental of
engineered, reusable modular forming systems and related accessories to
independent distributors and contractors. Sales of both new and used concrete
forming systems and specific consumables generally represent approximately
two-thirds of the revenues of this business unit, and rentals represent the
remaining one-third. This business unit's products include systems with steel
frames and a plywood face, also known as Steel-Ply(R), and systems that use
steel in both the frame and face. Symons obtains Steel-Ply(R) forms from the
Supply Chain product fulfillment group and manufactures and assembles or
outsources some of the manufacturing involved in some of the other all-steel
forms. This outsourcing strategy allows us to fulfill larger orders without
increased overhead. Cost of sales for Symons consists primarily of purchased
steel and specialty plywood, and other raw materials, depreciation and
maintenance of rental equipment, and the costs associated with manufacturing,
assembly and overhead.

         SUPPLY CHAIN. As part of our reorganization, effective January 1, 2003,
we reorganized most of our manufacturing and distribution operations into Supply
Chain, our new product fulfillment unit, which manufactures and distributes our
products in support of CPG and Symons. In addition to manufacturing Steel-Ply(R)
forms for Symons, we design and manufacture or customize most of the machines we
use to produce concrete accessories, and these proprietary designs allow for
quick changeover of machine set-ups. This flexibility, together with our
extensive distribution system, enables CPG to deliver many of its concrete
accessories within 24 hours of a customer order.

For segment reporting purposes, we include Supply Chain within CPG.

                                       13
<PAGE>

RESTATEMENT

         As previously disclosed in our quarterly report on Form 10-Q for the
three months ended June 27, 2003, filed on August 13, 2003, we have recently
completed a restatement of certain of our financial statements for fiscal years
2000 through the fiscal quarter ended March 28, 2003, in order to reflect the
application of Emerging Issues Task Force (EITF) 00-10 "Accounting for Shipping
and Handling Fees and Costs" in our financial statements for those periods. The
following discussion and analysis gives effect to the restatement.

SAFWAY FORMWORK ACQUISITION

         On July 29, 2003 we completed the acquisition of substantially all of
the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C.
("Safway Formwork") for $20.0 million. Safway Formwork is a subsidiary of Safway
Services, Inc., whose ultimate parent is ThyssenKrupp AG, or TK, a publicly
traded company in Germany. The purchase price was comprised of $13.0 million in
cash and a non-interest bearing (other than in the case of default) senior
unsecured note with a present value of $7.0 million payable to the seller. The
note was issued at a discount, which will be accreted to the face value using
the effective interest method and will be reflected as interest expense. The
face value of the note is $12.0 million. The first $250,000 installment payment
on the note was paid on September 30, 2003, and an additional $750,000
installment payment is due on December 31, 2003. Thereafter, annual payments of
$1.0 million are due on September 30 of each year from 2004 through 2008, with a
final balloon payment of $6.0 million due on December 31, 2008. For purposes of
calculating the net present value of the senior unsecured note, we have assumed
an interest rate of 14.5%. The $13.0 million of cash was funded through our sale
of 541,667 of our common shares valued at $13.0 million to our majority
shareholder. The common shares were valued at $24.00 per share based on an
independent third party appraisal as of December 31, 2002.

         Headquartered near Milwaukee, Wisconsin, Safway Formwork sells and
rents concrete forming and shoring systems, principally European style products
designed and manufactured by TK's affiliated European concrete forming and
shoring business, to a national customer base. For the period from October 1,
2002 through July 25, 2003, Safway Formwork had revenues of $17.0 million. By
acquiring the Safway Formwork rental fleet assets, which had a gross book value
at July 25, 2003 of approximately $41.8 million, we expect to increase our
presence in the concrete forming and shoring systems business and expand our
product offerings by advancing our plan to continue augmenting Symons' existing
rental fleet with European clamping systems. As part of the asset acquisition we
entered into an exclusive manufacturing and distribution agreement with certain
of TK's affiliates under which we will be granted the exclusive right to
manufacture, design, market, offer, sell and distribute certain European
formwork products within the United States, Mexico and Canada. Safway Formwork
has seven branch locations, six of which are in identical markets as Symons'
branches. As a result, we believe there are significant potential cost savings
from eliminating redundant branch costs. We only assumed certain of the branch
leases as part of the transactions contemplated by the acquisition. We believe
there is little customer overlap between Safway Formwork and our company given
their primary focus on selling and renting European style forming and shoring
fleet, which should provide us with significant opportunities to cross-sell and
rent our respective equipment fleets. The acquisition has been accounted for as
a purchase, and the results of Safway Formwork have been included in our
consolidated financial statements from the date of acquisition. The purchase
price has been allocated based on the fair value of the assets acquired and
liabilities assumed.

                                       14
<PAGE>

FACILITY CLOSING AND SEVERANCE EXPENSES

        During 2000, as a result of the acquisition of Conspec, we approved and
began implementing a plan to consolidate certain of our existing operations.
Activity for this plan for the years ended December 31, 2000, 2001 and 2002 was
as follows:

<TABLE>
<CAPTION>
                                                                                        OTHER
                                             INVOLUNTARY      LEASE       RELOCATION    POST-
                                             TERMINATION  TERMINATION         OF       CLOSING
                                              BENEFITS       COSTS        OPERATIONS    COSTS         TOTAL
                                             -----------  -----------     ----------   -------       -------
                                                            (Amounts in thousands)
<S>                                          <C>          <C>             <C>          <C>           <C>
Facility closing and severance
expenses ...............................      $   834       $   553           $ -      $   697       $ 2,084
Items charged against reserve ..........          (96)          (13)            -         (122)         (231)
                                              -------       -------           ---      -------       -------
Balance, December 31, 2000 .............          738           540             -          575         1,853
Facility closing and severance
expenses ...............................            -             -             -            -             -
Items charged against reserve ..........         (738)          (50)            -         (398)       (1,186)
                                              -------       -------           ---      -------       -------
Balance, December 31, 2001 .............            -           490             -          177           667
Facility closing and severance
expenses ...............................            -             -             -            -             -
Items charged against reserve ..........            -          (221)            -          (84)         (305)
                                              -------       -------           ---      -------       -------
Balance, December 31, 2002 .............          $ -       $   269           $ -      $    93       $   362
                                              =======       =======           ===      =======       =======
</TABLE>

         The remaining lease termination costs are expected to be paid through
2007, and the remaining other post-closing costs are expected to be paid in
2003.

         During 2001, we approved and began implementing a plan to exit certain
of our manufacturing and distribution facilities and to reduce overall headcount
in order to keep our cost structure in alignment with net sales. Activity for
this plan for the years ended December 31, 2001 and 2002 was as follows:

<TABLE>
<CAPTION>

                                                                                         OTHER
                                            INVOLUNTARY       LEASE      RELOCATION      POST-
                                            TERMINATION   TERMINATION        OF         CLOSING
                                              BENEFITS       COSTS       OPERATIONS      COSTS         TOTAL
                                            -----------   -----------    ----------     -------       -------
                                                                (AMOUNTS IN THOUSANDS)
<S>                                         <C>           <C>            <C>            <C>           <C>
Facility closing and severance
expenses .........................           $ 3,287        $   685         $   -       $   786       $ 4,758
Items charged against reserve.....            (2,356)          (161)            -             -        (2,517)
                                             -------        -------         -----       -------       -------
Balance, December 31, 2001 .......               931            524             -           786         2,241
Facility closing and severance
expenses .........................                 -              -           108             -           108
Items charged against reserve.....              (931)          (314)         (108)         (475)       (1,828)
                                             -------        -------         -----       -------       -------
Balance, December 31, 2002 .......           $     -        $   210         $   -       $   311       $   521
                                             =======        =======         =====       =======       =======
</TABLE>

         The remaining lease termination costs are expected to be paid through
2004, and the other post-closing costs are expected to be paid through 2004.

                                       15
<PAGE>

         During 2002, we approved and began implementing a plan to exit certain
of our distribution facilities and to reduce overall headcount in order to keep
our cost structure in alignment with net sales. Activity for this plan for the
year ended December 31, 2002 was as follows:

<TABLE>
<CAPTION>
                                          INVOLUNTARY      LEASE     RELOCATION  OTHER POST-
                                         TERMINATION    TERMINATION      OF        CLOSING
                                           BENEFITS        COSTS     OPERATIONS     COSTS           TOTAL
                                         -----------    -----------  ----------  ----------        -------
                                                             (AMOUNTS IN THOUSANDS)
<S>                                      <C>            <C>          <C>         <C>               <C>
Facility closing and severance
expenses ............................      $ 4,441       $   650       $     -     $   200         $ 5,291
Items charged against reserve .......       (2,029)         (566)            -        (200)         (2,795)
                                           -------       -------       -------     -------         -------
Balance, December 31, 2002 ..........      $ 2,412       $    84       $     -     $     -         $ 2,496
                                           =======       =======       =======     =======         =======
</TABLE>

         The remaining involuntary termination benefits are expected to be paid
through 2004,and the lease termination costs are expected to be paid in 2003.

RESULTS OF OPERATIONS

         The following table summarizes our results of operations as a
percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                   AS RESTATED
                                                           2002        2001        2000
                                                           ----        ----        ----
<S>                                                        <C>         <C>         <C>
Net sales                                                  100.0%      100.0%      100.0%
Cost of sales                                               67.7        66.5        64.3
                                                           -----       -----       -----
Gross profit                                                32.3        33.5        35.7
Selling, general and administrative expenses                22.9        23.5        24.0
Facility closing and severance expenses                      1.4         1.8         0.7
Amortization of goodwill and intangibles                     0.1         0.9         0.6
                                                           -----       -----       -----
Income from operations                                       7.9         7.3        10.4
Interest expense                                             8.5         8.4         5.8
Loss on early extinguishment of long-term debt                 -           -         2.0
Other expense                                                  -           -         0.1
                                                           -----       -----       -----
Income (loss) before provision (benefit) for income
    taxes                                                   (0.9)       (1.1)       (1.5)
Provision (benefit) for income taxes                        (0.1)       (0.3)       (0.4)
                                                           -----       -----       -----
Income (loss) before cumulative effect of change in
    accounting principle                                    (0.8)       (0.8)       (1.1)
Cumulative effect of change in accounting principle,
    net of income tax benefit                               (4.3)          -           -
                                                           -----       -----       -----
Net income (loss)                                           (5.1)%      (0.8)%      (1.1)%
                                                           =====       =====       =====
</TABLE>

                                       16
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 2001 AND 2002

NET SALES. Our 2002 net sales were $398.7 million, a 4.0% decrease from $415.5
million in 2001. The following table summarizes our net sales by segment for the
periods indicated:

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                -------------------------------------------------------------
                                         2002                        2001
                                ----------------------      ---------------------
                                                       (AS RESTATED)
                                                      (IN THOUSANDS)
                                   NET                                                    %
                                  SALES            %       NET SALES          %        CHANGE
                                ---------        -----     ---------        -----      ------
<S>                             <C>              <C>       <C>              <C>        <C>
Construction Products Group     $ 287,252         72.0%    $ 296,365         71.3%     (3.1)%
Symons......................      132,715         33.3       140,168         33.7      (5.3)
Intersegment eliminations...      (21,230)        (5.3)      (21,042)        (5.0)      0.9
                                ---------        -----     ---------        -----
        Net sales               $ 398,737        100.0%    $ 415,491        100.0%     (4.0)%
                                =========        =====     =========        =====
</TABLE>

CPG's sales decreased by 3.1% to $287.3 million in 2002 from $296.4 million in
2001. This decrease was primarily due to unfavorable volume and pricing, as the
construction products markets were weaker in 2002 compared to 2001. Symons'
sales decreased by 5.3% to $132.7 million in 2002 from $140.2 million in 2001
due to unfavorable rental revenues and pricing, as the concrete forming systems
markets were weaker in 2002 compared to 2001.

GROSS PROFIT. Gross profit for 2002 was $128.9 million, a $10.4 million decrease
from the $139.3 million reported for 2001. This was primarily due to the
unfavorable volume and pricing discussed previously. In addition, a change in
accounting estimate relating to the depreciable lives of a portion of the rental
fleet reduced 2002 gross profit by $2.0 million. These were partially offset by
the cost savings realized from the implementation of the 2001 and 2002 facility
closing and headcount reduction plans. Gross profit was 32.3% of sales in 2002,
decreasing from 33.5% in 2001. The decrease from 2001 was due to the unfavorable
sales volume and pricing, a higher mix of lower gross profit paving products, a
lower mix of higher gross profit Symons and concrete accessories products, a
lower mix of higher gross profit rental revenues and higher medical and
insurance costs. These were partially offset by a higher mix of sales of higher
gross profit used rental fleet in the Symons segment, and the cost savings
realized from the implementation of the 2001 and 2002 facility closing and
headcount reduction plans.

OPERATING EXPENSES. Our selling, general, and administrative expenses decreased
$6.3 million to $91.2 million in 2002 from $97.5 million in 2001, as a result of
the cost reduction initiatives we implemented in 2001 and 2002.

Facility closing and severance expenses in 2002 were approximately $5.4 million
and approximately $7.4 million in 2001.

Amortization of goodwill and intangibles decreased $3.3 million to $0.6 million
in 2002 from $3.9 million in 2001, due to the adoption of SFAS No. 142 "Goodwill
and Other Intangible Assets." This statement precludes amortization of goodwill
for periods beginning after December 15, 2001. Instead, an annual review of the
recoverability of the goodwill and intangible assets is required. Certain other
intangible assets continue to be amortized over their estimated useful lives.

OTHER EXPENSES. Interest expense decreased to $34.0 million in 2002 from $35.0
million in 2001 primarily due to lower interest rates in 2002. The loss on
disposals of property, plant and equipment was $1.1 million in 2002, which
related to the write-off of certain assets that were disposed of in conjunction
with our facility closing plans.

                                       17
<PAGE>

LOSS BEFORE BENEFIT FOR INCOME TAXES, AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE. The loss before income taxes and cumulative effect of
change in accounting principle in 2002 was $3.5 million, as compared to $4.7
million in 2001, and was comprised of the following:

<TABLE>
<CAPTION>
                                                       YEARS ENDED
                                                       DECEMBER 31,
                                                  ----------------------
                                                    2002          2001
                                                  --------      --------
<S>                                               <C>           <C>
                                                       (In thousands)
Construction Products Group .................     $ 28,265      $ 29,315
Symons ......................................       27,076        31,324
Intersegment eliminations ...................      (11,032)      (11,187)
Corporate, including interest expense .......      (47,818)      (54,105)
                                                  --------      --------
    Loss before benefit for income taxes, and
    cumulative effect of change in accounting
    principle                                     $ (3,509)     $ (4,653)
                                                  ========      ========
</TABLE>

CPG's income before provision for income taxes of $28.3 million in 2002
decreased from $29.3 million in 2001, due to the unfavorable sales volume and
pricing. These were partially offset by the benefit of the cost reductions we
implemented, lower amortization expense with the adoption of SFAS No. 142, and
lower facility closing and severance expenses in 2002 compared to 2001.

Symons' income before income taxes was $27.1 million in 2002, compared to $31.3
million in 2001. This was due to the decreased sales volume, unfavorable pricing
and unfavorable mix of lower rental revenues due to weaker markets in 2002
compared to 2001. These were partially offset by the benefit of the cost
reduction initiatives we implemented, and the increased sales of higher gross
profit used rental fleet.

Corporate expenses decreased to $47.8 million, including interest expense of
$34.0 million, in 2002 from $54.1 million, including interest expense of $35.0
million, in 2001 due to lower facility closing and severance expenses, lower
interest expense as a result of lower interest rates, and the benefit of the
cost reduction initiatives we implemented.

Elimination of gross profit on intersegment sales decreased to $11.0 million in
2002 from $11.1 million in 2001 due to the mix of intersegment sales.

LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. The effective
tax rate in 2002 was 11.0%, which is different from the statutory rate,
primarily due to the unfavorable impact of permanent book/tax differences. The
net loss before cumulative effect of change in accounting principle for 2002 was
$3.1 million, compared to a loss of $3.5 million in 2001 due to the factors
described above.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. We adopted SFAS No. 142
effective January 1, 2002. As a result of adopting SFAS No. 142, we recorded a
non-cash charge in 2002 of $17.1 million ($19.9 million of goodwill, less an
income tax benefit of $2.8 million), which is reflected as a cumulative effect
of change in accounting principle. This amount does not affect our ongoing
operations or our cash flow. The goodwill arose from the acquisitions of
Dur-O-Wal in 1995, Southern Construction Products in 1999, and Polytite in 2000,
all of which manufacture and sell metal accessories used in masonry
construction. The masonry products market has experienced weaker markets and
significant price competition, which has had a negative impact on the product
line's earnings and fair value.

                                       18
<PAGE>

The following is a reconciliation from reported net loss to net loss adjusted
for the amortization of goodwill:

<TABLE>
<CAPTION>
                                                         Year Ended
                                                 December 31,  December 31,
                                                    2002          2001
                                                 -----------   -----------
                                                       (In thousands)
<S>                                              <C>           <C>
Net loss before cumulative effect of change in
    accounting principle, as reported              $(3,123)     $(3,474)
Amortization of goodwill, net of tax benefit             -        3,375
                                                   -------      -------
Net loss before cumulative effect of change in
    accounting principle, as adjusted              $(3,123)     $   (99)
                                                   =======      =======
</TABLE>

NET LOSS. The net loss for 2002 was $20.3 million, compared to a loss of $3.5
million in 2001 due to the factors described above.

COMPARISON OF YEARS ENDED DECEMBER 31, 2000 AND 2001

NET SALES. Our 2001 net sales reached a record $415.5 million, a 7.3% increase
from $387.1 million in 2000.

The following table summarizes our net sales by segment for the periods
indicated:

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                       -------------------------------------------------------
                                              2001                   2000
                                       ------------------      -----------------
                                                      (AS RESTATED)
                                                      (IN THOUSANDS)
                                          NET
                                         SALES        %        NET SALES     %        % CHANGE
                                       ---------     ----      ---------    ----      --------
<S>                                    <C>           <C>       <C>          <C>         <C>
Construction Products Group....        $ 296,365     71.3%     $ 264,016    68.2%       12.3%
Symons ........................          140,168     33.7        142,873    36.9        (1.9)
Intersegment eliminations .....          (21,042)    (5.0)       (19,821)   (5.1)        6.2
                                       ---------    -----      ---------   -----
        Net sales .............        $ 415,491    100.0%     $ 387,068   100.0%        7.3%
                                       =========    =====      =========   =====
</TABLE>

CPG's sales increased by 12.3% to $296.4 million in 2001 from $264.0 million in
2000. This increase was primarily due to the acquisitions of Aztec, which
contributed $19.7 million, and BarLock, which contributed $4.7 million as well
as an increase in sales of paving products as a result of TEA-21, and the
increased presence in California following the opening in late 2000 of a new
manufacturing facility in Modesto, California. This was partially offset by
decreases in the other product lines due to our weaker markets in 2001 compared
to 2000.

Symons' sales decreased by 1.9% to $140.2 million in 2001 from $142.9 million in
2000 due primarily to weaker markets in 2001 compared to 2000.

GROSS PROFIT. Gross profit for 2001 was $139.3 million, a $1.0 million increase
over the $138.3 million reported for 2000. Gross profit increased $3.0 million
due to the cost reduction initiatives we implemented. A change in accounting
estimate relating to the depreciable lives of a portion of the rental fleet
reduced 2001 gross profit by $2.3 million. Gross margin was 33.5% in 2001,
decreasing from 35.7% in 2000. The decrease from 2000 was due to a higher mix of
lower gross margin paving products, a lower mix of higher gross margin Symons
products, lower margins achieved on masonry products due to price competition,
higher freight and energy costs, and lower absorption of fixed costs.

OPERATING EXPENSES. Our selling, general, and administrative expenses increased
$4.6 million to $97.5 million in 2001 from $92.9 million in 2000, as a result of
recent acquisitions, which totaled approximately

                                       19
<PAGE>

$6.3 million, offset partially by the cost reduction initiatives we implemented
and the receipt of approximately $1.1 million, net of recovery expenses, from
Royal Surplus Lines Insurance Co. of certain defense costs related to the EFCO
litigation.

Facility closing and severance expenses were approximately $7.4 million in 2001
and $2.5 million in 2000.

Amortization of goodwill and intangibles increased to $3.9 million in 2001 from
$2.5 million in 2000, due to the acquisitions of Aztec and BarLock in 2001, as
well as the full year impact of goodwill amortization relating to the July 2000
Conspec acquisition.

OTHER EXPENSES. Interest expense increased to $35.0 million in 2001 from $22.6
million in 2000 primarily due to increased long-term debt resulting from the
full year impact of the June 2000 recapitalization and the acquisitions of Aztec
and BarLock.

Symons was a defendant in a civil suit brought by EFCO Corp., a competitor of
Symons in one portion of their business. EFCO Corp. alleged that Symons engaged
in false advertising, misappropriation of trade secrets, intentional
interference with contractual relations, and certain other activities. After a
jury trial, preliminary damages of approximately $14.1 million were awarded
against Symons in 1999, and both parties were enjoined from engaging in certain
conduct. We recorded a $15.3 million charge in 2000 after its unsuccessful
appeal. In October 2000, Symons satisfied the judgment of $14.1 million,
post-judgment interest of $1.1 million, and reimbursement of EFCO's defense
costs of $0.1 million, by payment to EFCO from our cash on hand and from our
revolving credit facility. Symons has made a claim to its primary and excess
insurance carriers for "advertising injury" and other claims under its insurance
policies to recover its defense costs and for indemnification of the false
advertising and the misappropriation of trade secrets portions of the EFCO
judgment.

As described in footnote 1 to our consolidated financial statements included
elsewhere herein, our recapitalization resulted in a loss on early
extinguishment of long-term debt of $7.8 million in 2000.

LOSS BEFORE BENEFIT FOR INCOME TAXES. The loss before income taxes in 2001 was
$4.7 million, as compared to $5.6 million in 2000, and was comprised of the
following:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                            ---------------------
                                                              2001        2000
                                                            --------     --------
                                                               (IN THOUSANDS)
<S>                                                         <C>          <C>
Construction Products Group ............................    $ 29,315     $ 30,157
Symons .................................................      31,324       16,709
Intersegment eliminations ..............................     (11,187)      (9,949)
Corporate, including interest expense ..................     (54,105)     (42,530)
                                                            --------     --------
    Loss before benefit for income taxes, and cumulative
    effect of change in accounting principle                $ (4,653)    $ (5,613)
                                                            ========     ========
</TABLE>

CPG's income before provision for income taxes of $29.3 million in 2001
decreased from $30.2 million in 2000, despite the sales increase, due to higher
mix of lower gross profit paving products, a lower mix of higher gross profit
concrete accessories products and higher facility closing and severance expenses
recorded in 2001. These were partially offset by the contributions from higher
net sales and the cost reduction initiatives we implemented.

Symons' income before income taxes was $31.3 million in 2001, compared to $16.7
million in 2000. The 2001 results included a $2.3 million charge for the change
in accounting estimate. The 2000 results included a $15.3 million non-recurring
lawsuit judgment. Excluding these items, the income before income taxes from
Symons was $33.6 million for 2001 versus $32.0 million for 2000. This is due to
a higher mix of higher gross margin sales of used forms and the cost reduction
initiatives we implemented. These were partially offset by higher facility
closing and severance expenses in 2001 and higher operating costs such as energy
and freight.

                                       20
<PAGE>

Corporate expenses increased to $54.1 million in 2001 from $42.5 million in
2000. This was due to the higher interest expense, which long-term to $35.0
million from $22.6 million and a loss of $7.8 million on early extinguishment of
long-term debt, as a result of the June 2000 recapitalization, higher
amortization expense as a result of the 2001 acquisitions of Aztec and BarLock,
and higher facility closing and severance expenses.

Elimination of gross profit on intersegment sales increased to $11.2 million in
2001 from $9.9 million in 2000 due to higher intersegment sales.

NET LOSS. The effective tax rate in 2001 was 25.3%, which differs from the
statutory rate due to the unfavorable impact of non-deductible goodwill
amortization for purposes of determining taxable income (losses). The net loss
for 2001 was $3.5 million, compared to $4.1 million in 2000 due to the factors
described above.

LIQUIDITY AND CAPITAL RESOURCES

         Our key statistics for measuring liquidity and capital resources are
net cash provided by operating activities, capital expenditures, and amounts
available under our revolving credit facility.

         Our capital requirements relate primarily to capital expenditures, debt
service and the cost of acquisitions. Historically, our primary sources of
financing have been cash generated from operations, borrowings under our
revolving credit facility and the issuance of long-term debt and equity.

         Net cash (used in) provided by operating activities for 2002 and 2001
was ($17.3 million) and $8.2 million, respectively.

         Our investing activities consisted of net proceeds from the sale of
fixed assets and rental equipment of $8.0 million in 2002, compared to net
capital expenditures of $12.9 million in 2001.

         Our capital expenditures in 2002 included additions to the rental fleet
of $18.4 million and net property, plant, and equipment additions of $9.3
million, offset by $35.6 million of proceeds from sales of rental equipment.

         As of December 31, 2002, our long-term debt consisted of the following:

<TABLE>
<S>                                                                             <C>
Revolving credit facility, weighted average interest rate of 6.0%               $   10.1
Acquisition credit facility, weighted average interest rate of 4.6%                  9.2
Term Loan Tranche A, weighted average interest rate of 4.6%                         19.4
Term Loan Tranche B, weighted average interest rate of 5.2%                         97.5
Senior Subordinated Notes, interest rate of 13.0%                                  170.0
Debt discount on Senior Subordinated Notes                                         (10.4)
Debentures previously held by Dayton Superior Capital Trust, interest rate
   of 9.1%                                                                           1.1
Capital lease obligation                                                             2.5
City of Parsons, Kansas Economic Development Loan, interest rate of 7.0%             0.1
                                                                                --------
Total long-term debt                                                               299.5
Less current portion                                                                (7.0)
                                                                                --------
Long-term portion                                                               $  292.5
                                                                                ========
</TABLE>

         At December 31, 2002, of the $50.0 million revolving credit facility
that was available to us, $10.1 million of borrowings were outstanding, along
with $8.7 million of letters of credit, with the remaining $31.2 million
available for borrowing. Approximately $9.2 million of the $30.0 million
acquisition facility had been drawn and was outstanding. Of the $23.5 million
tranche A facility, $22.3 million had been drawn and $19.4 million was
outstanding at December 31, 2002. All of the $98.5 million tranche B facility
had been drawn and approximately $97.5 million was outstanding at December 31,
2002.

                                       21
<PAGE>

         Our long-term debt borrowings, net of repayments for the year ended
December 31, 2002 were $3.9 million.

         As part of our continuing procurement cost reduction program, we
entered into a sale/leaseback transaction for our forklift fleet. In conjunction
with this transaction, we received $2.3 million in proceeds from the sale with
an initial capital lease obligation of $1.7 million. Subsequent purchases of
forklifts under capital leases were $1.0 million, and the outstanding balance at
December 31, 2002 was $2.5 million.

         The Company may from time to time seek to retire its outstanding debt
through cash purchases and/or exchanges for equity securities, in open market
purchases, privately negotiated transactions or otherwise. Such repurchases or
exchanges, if any, will depend on prevailing market conditions, the Company's
liquidity requirements, contractual restrictions and other factors. The amounts
involved may be material.

         At December 31, 2002, working capital was $65.8 million, compared to
$56.9 million at December 31, 2001. The increase in our working capital is due
to higher accounts receivable as we used our ability to selectively extend terms
to our stronger customers in order to minimize price erosion and maintain market
share. Prepaid income taxes and future income tax benefits combined increased
due to the taxable losses incurred in 2002. Accounts payable decreased from 2001
due to the timing of receipt and payment for raw materials. Accrued liabilities
in total decreased from 2001 to 2002 due primarily to the timing of insurance
payment and payments on liabilities assumed from acquisitions. In addition,
required accruals have decreased in conjunction with the lower net sales volumes
and the reductions in number of facilities and headcount as a result of our
facility closing and severance plans.

         On June 9, 2003, the Company completed an offering of $165.0 million of
10.75% Senior Second Secured Notes due 2008. The proceeds of the offering,
$159.0 million, net of discounts, were used to repay the Company's acquisition
credit facility, term loan tranche A, term loan tranche B and a portion of the
Company's revolving credit facility. Also in June 2003, the Company repurchased
$15.3 million in principal amount of its senior subordinated notes for $14.3
million with borrowings under its revolving credit facility.

         We received a commitment from GE Capital for an $80.0 million senior
secured revolving credit facility in November 2003, which would be used to
refinance the existing $50 million revolving credit facility. The proposed
facility will have no financial covenants and will be subject to availability
under a borrowing base calculation. The facility is expected to be put in place
by the end of 2003. Closing of this transaction is contingent upon normal due
diligence.

         We intend to pursue additional acquisitions that present opportunities
to realize significant synergies, operating expense economies or overhead cost
savings or to increase our market position. We regularly engage in discussions
with respect to potential acquisitions and investments. There are no definitive
agreements with respect to any material acquisitions at this time, and we cannot
assure you that we will be able to reach an agreement with respect to any future
acquisition. Our acquisition strategy may require substantial capital, and no
assurance can be given that we will be able to raise any necessary funds on
terms acceptable to us or at all. We intend to fund acquisitions with cash,
securities or a combination of cash and securities.

         To the extent we use cash for all or part of any future acquisitions,
we expect to raise the cash from our business operations, from borrowings under
our revolving credit facility or, if feasible and attractive, by issuing
long-term debt or additional common shares. If we incur additional debt to
finance acquisitions, our total interest expense will increase.

         On July 29, 2003 we completed the acquisition of substantially all of
the fixed assets and rental fleet assets Safway Formwork Systems, L.L.C. for
$20.0 million. The purchase price was comprised of $13.0 million in cash and a
non-interest bearing (other than in the case of default) senior unsecured note
with a present value of $7.0 million payable to the seller. The note was issued
at a discount, which is being accreted to the face value using the effective
interest method and is reflected as interest expense. The face amount of the
note is $12.0 million. The first $250,000 installment payment on the

                                       22
<PAGE>

note was paid on September 30, 2003, and an additional $750,000 is due on
December 31, 2003. Thereafter, annual payments of $1.0 million are due on
September 30 of each year from 2004 through 2008, with a final balloon payment
of $6.0 million due on December 31, 2008. For purposes of calculating the net
present value of the senior unsecured note, we have used an interest rate of
14.5%. The $13.0 million of cash was funded through the issuance by us of
541,667 common shares valued at $13.0 million in the aggregate to our majority
shareholder.

         We believe our liquidity, capital resources and cash flows from
operations are sufficient, in the absence of additional acquisitions, to fund
the capital expenditures we have planned and our working capital and debt
service requirements.

         Our ability to make scheduled payments of principal of, or to pay the
interest on, or to refinance, our indebtedness, or to fund planned capital
expenditures and research and development will depend on our future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our
control. Based on our current level of operations and anticipated operating
improvements, management believes that cash flow from operations and available
borrowings under our revolving credit facility will be adequate to meet our
future liquidity for the foreseeable future. We cannot assure you, however, that
our business will generate sufficient cash flow from operations, that operating
improvements will be realized on schedule or that future borrowings will be
available to us under our revolving credit facility in an amount sufficient to
enable us to pay our indebtedness or to fund our other liquidity needs. We may
from time to time seek to retire our outstanding debt through cash purchases
and/or exchanges for equity securities, in open market purchases, in privately
negotiated transactions or otherwise. Any such repurchases or exchanges will
depend on prevailing market conditions, our liquidity requirements, contractual
restrictions and other factors. The amounts involved may be material. We may
need to refinance all or a portion of our indebtedness on or before maturity. We
cannot assure you that we will be able to refinance any of our indebtedness,
including our revolving credit facility, the senior subordinated notes and the
senior second secured notes, on commercially reasonable terms or at all.

SEASONALITY

Our operations are seasonal in nature with approximately 55% of sales
historically occurring in the second and third quarters. Working capital and
borrowings fluctuate with the volume of our sales.

INFLATION

We do not believe inflation had a significant impact on our operations over the
past two years. In the past, we have been able to pass along to our customers a
portion of the increases in the price of steel, our principal raw material. We
may not be able to pass on steel price increases in the future.

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting
principles generally accepted in the United States. These principles require us
to make certain estimates and apply judgments that affect our financial position
and results of operations. We continually review our accounting policies and
financial information disclosures. On an on-going basis, we evaluate our
estimates, including those related to allowance for doubtful accounts,
inventories, investments, long-lived assets, income taxes, insurance reserves,
restructuring liabilities, environmental contingencies and litigation. We base
our estimates on historical experience and on various other assumptions that we
believe are reasonable under the circumstances. Actual results may differ from
these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements.

INVENTORIES

We value all inventories at the lower of first-in, first-out, or FIFO, cost or
market and includes all costs directly associated with manufacturing products:
materials, labor and manufacturing overhead. We

                                       23
<PAGE>

provide net realizable value reserves which reflect our best estimate of the
excess of the cost of potential obsolete and slow moving inventory over the
expected net realizable value.

RENTAL EQUIPMENT

We manufacture rental equipment for resale and for rent to others on a
short-term basis. We record rental equipment at the lower of FIFO cost or market
and it is depreciated over the estimated useful life of the equipment, three to
fifteen years, on a straight-line method.

INCOME TAXES

We have generated deferred tax assets or liabilities due to temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A valuation
allowance against deferred tax assets at the balance sheet date is not
considered necessary because it is more likely than not the deferred tax assets
will be fully realized. We record liabilities relating to income taxes utilizing
known obligations and estimates of potential obligations.

REVENUE RECOGNITION

We recognize revenue from product sales when the product is shipped from our
facilities and risk of loss and title have passed to the customer or, at the
customer's written request and where the customer has made a fixed commitment to
purchase goods on a fixed schedule consistent with the customer's business and
where risk of ownership has passed to the buyer, the goods are set-aside in
storage and we do not retain any specific performance obligations such that the
earning process is not complete. For transactions where we have not obtained
customer acceptance, revenue is deferred until the terms of acceptance are
satisfied. On rental equipment sales, revenue is recognized and recorded on the
date of shipment. Rental revenues are recognized ratably over the terms of the
rental agreements.

INSURANCE RESERVES

We are self-insured for certain of our group medical, workers' compensation and
product and general liability claims. We have stop loss insurance coverage at
various per occurrence and per annum levels depending on type of claim. We
consult with third party administrators to estimate the reserves required for
these claims. Actual claims experience can impact these calculations and, to the
extent that subsequent claim costs vary from estimates, future earnings could be
impacted and the impact could be material. We made no material revisions to the
estimates for the years ended December 31, 2002, 2001 and 2000.

PENSION LIABILITIES

Pension and other retirement benefits, including all relevant assumptions
required by U.S. GAAP, are evaluated each year. Due to the technical nature of
retirement accounting, outside actuaries are used to provide assistance in
calculating the estimated future obligations. Since there are many estimates and
assumptions involved in retirement benefits, differences between actual future
events and prior estimates and assumptions could result in adjustments to
pension expenses and obligations. These assumptions include the discount rate,
rate of increase in compensation levels, and the expected long-term rate of
return on the related assets.

ACCOUNTS RECEIVABLE ALLOWANCE

We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of our customers deteriorates, resulting in an impairment of their
ability to make payments, additional allowances may be required. We have other
loss exposures, such as facility closing and severance liabilities and
litigation. Establishing loss reserves for these matters requires us to estimate
and make judgments in regards to risk exposure and ultimate liability. We
establish accruals for these exposures; however, if our exposure exceeds our
estimates we could be required to record additional charges.

                                       24
<PAGE>

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires that an obligation associated with the
retirement of a tangible long-lived asset be recognized as a liability when
incurred. Subsequent to initial measurement, an entity recognizes changes in the
amount of the liability resulting from the passage of time and revisions to
either the timing or amount of estimated cash flows. SFAS No. 143 is effective
for financial statements issued for fiscal years beginning after June 15, 2002.
The adoption of this pronouncement did not have a material impact on our
consolidated financial position, results of operations or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This Statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," that address the
disposal of a segment of a business. The Statement also amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The Statement is effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years, and generally would be applied prospectively for disposal activities
initiated by a commitment to a plan made after the entity's initial adoption of
the Statement. The adoption of this pronouncement did not have a material impact
on our consolidated financial position, results of operations or cash flows.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 eliminates the requirement to classify gains and losses from the
extinguishment of indebtedness as extraordinary, requires certain lease
modifications to be treated the same as a sale-leaseback transaction, and makes
other non-substantive technical corrections to existing pronouncements. SFAS No.
145 is effective for fiscal years beginning after May 15, 2002, with earlier
adoption encouraged. The adoption of this pronouncement in 2003 resulted in the
reclassification in 2000 of the loss on the early extinguishment of long-term
debt.

In July 2002, the FASB issued Statement of SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring or
other exit or disposal activity. Statement 146 is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. The adoption of
this pronouncement did not have a material impact on our consolidated financial
position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." SFAS 148 amends FASB statement No. 123,
"Accounting for Stock-Based Compensation." Although it does not require use of
fair value method of accounting for stock-based employee compensation, it does
provide alternative methods of transition. It also amends the disclosure
provisions of Statement 123 and APB Opinion No. 28, "Interim Financial
Reporting," to require disclosure in the summary of significant accounting
policies of the effects of an entity's accounting policy with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. SFAS No. 148's amendment of the
transition and annual disclosure requirements is effective for fiscal years
ending after December 15, 2002. The amendment of disclosure requirements of
Opinion No. 28 is effective for interim periods beginning after December 15,
2002. Although we have not changed to the fair value method, the disclosure
requirements of this statement have been adopted.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
requires certain financial instruments that embody obligations of the issuer and
have characteristics of both liabilities and equity to be classified as

                                       25
<PAGE>

liabilities. The provisions of SFAS 150 are effective for financial instruments
entered into or modified after May 31, 2003 and to all other instruments that
exist as of the beginning of the first interim financial reporting period
beginning after June 15, 2003, except for mandatory redeemable financial
instruments of a nonpublic entity, this statement shall be effective for periods
beginning after December 15, 2003. Management is currently assessing the impact
of this pronouncement and has not determined the impact on the Company's
financial statements.

In November 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees Including Indirect
Guarantees of Indebtedness of Others." FIN No. 45 elaborates on the disclosures
to be made by a guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued. It also clarifies
that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure requirements in this interpretation are required for
financial statements of periods ending after December 15, 2002. The initial
measurement provisions of the interpretation are applicable on a prospective
basis for guarantees issued or modified after December 31, 2002. The adoption of
this pronouncement did not have a material impact on our consolidated financial
position, results of operations or cash flows.

In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of APB No. 50." FIN No. 46
requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated
financial support from other parties. FIN No. 46 is effective for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN No. 46 must be applied for the first interim or annual period
beginning after December 15, 2003. We do not believe this pronouncement will
have a material impact on our consolidated financial position, results of
operations or cash flows.

FORWARD-LOOKING STATEMENTS

This Form 10-K/A includes, and future filings by us on Form 10-K, Form 10-Q, and
Form 8-K, and future oral and written statements by us and our management may
include certain forward-looking statements, including (without limitation)
statements with respect to anticipated future operating and financial
performance, growth opportunities and growth rates, acquisition and divestitive
opportunities and other similar forecasts and statements of expectation. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and "should," and variations of these words and similar expressions,
are intended to identify these forward-looking statements. Forward-looking
statements by our management and us are based on estimates, projections, beliefs
and assumptions of management and are not guarantees of future performance. We
disclaim any obligation to update or revise any forward-looking statement based
on the occurrence of future events, the receipt of new information, or
otherwise.

Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by us, and our management, as the
result of a number of important factors. Representative examples of these
factors include (without limitation) the cyclical nature of nonresidential
building and infrastructure construction activity, which can be affected by
factors outside our control such as weakness in the general economy, a decrease
in governmental spending, interest rate increases, and changes in banking and
tax laws; the amount of debt we must service; the effects of weather and the
seasonality of the construction industry; our ability to implement cost savings
programs successfully and on a timely basis; and Dayton Superior's ability to
successfully integrate acquisitions on a timely basis, our ability to
successfully identify, finance, complete and integrate acquisitions; increases
in the price of steel (our principal raw material) and our ability to pass along
such price increases to our customers; the effects of weather and seasonality on
the construction industry; increasing consolidation of our customers; the mix of
products we sell; the competitive nature of our industry; and the amount of debt
we must service. This list is not intended to be exhaustive, and additional
information can be found in our annual report on Form 10-K for the year ended
December 31, 2002. In addition to these factors, actual future performance,
outcomes and results may differ materially because of other, more general,
factors including (without limitation) general industry and

                                       26

<PAGE>

market conditions and growth rates, domestic economic conditions, governmental
and public policy changes and the continued availability of financing in the
amounts, at the terms and on the conditions necessary to support our future
business.

                                       27
<PAGE>

COMMITMENTS

         Scheduled payments of long-term debt, future minimum lease payments
under capital leases, and future lease payments under non-cancelable operating
leases at December 31, 2002 were as follows:

<TABLE>
<CAPTION>
                   Long-term       Capital     Operating         Sale-
   Year              Debt          Leases       Leases         Leaseback      Total
   ----          ----------        -------     ---------       ---------    --------
<S>              <C>               <C>         <C>             <C>          <C>
   2003          $    6,283        $  796      $   4,478         $ 175      $ 11,732
   2004               9,639           707          3,262             -        13,608
   2005              11,491           558          2,540             -        14,589
   2006              31,683           414          2,048             -        34,145
   2007              47,034           274            587             -        47,895
Thereafter          201,273           149             85             -       201,507
                 ----------        ------      ---------         -----      --------
                 $  307,403        $2,898      $  13,000         $ 175      $323,476
</TABLE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         As of December 31, 2002, we had financial instruments which were
sensitive to changes in interest rates. These financial instruments consist of:

         -     $170.0 million of Senior Subordinated Notes;

         -     $202.0 million credit facility, consisting of:

               -    $50.0 million revolving credit facility, $10.1 million of
                    which was outstanding at December 31, 2002;

               -    $30.0 million acquisition facility, $9.2 million of which
                    was drawn and outstanding at December 31, 2002;

               -    $23.5 million term loan tranche A, $22.3 million of which
                    has been drawn and $19.4 million was outstanding at December
                    31, 2002; and

               -    $98.5 million term loan tranche B, all of which has been
                    drawn and $97.5 million was outstanding at December 31,
                    2002;

         -     $2.5 million in capital lease obligations

         -     $1.2 million in other fixed-rate, long term debt.

         Our $170.0 million of senior subordinated notes mature in June 2009.
The notes were issued at a discount, which is being accreted to the face value
using the effective interest method and is reflected as interest expense. The
net book value of the notes at December 31, 2002 was $159.6 million. The notes
were issued with warrants that allow the holder to purchase 117,276 of the
Company's Class A Common Shares for $0.01 per share. The senior subordinated
notes have an interest rate of 13.0%. The estimated fair value of the notes is
$146.2 million as of December 31, 2002.

         Our $202.0 million credit facility has several interest rate options
which reprice on a short-term basis. Accordingly, the fair value of the credit
facility approximates its $136.2 million face value. The weighted average
interest rate as of December 31, 2002 was 5.1%.

         Our other long-term debt at December 31, 2002 consisted of $1.1 million
of 9.1% junior subordinated debentures previously held by the Dayton Superior
Capital Trust with an estimated fair

                                       28
<PAGE>

value of $1.8 million, and a $0.1 million, 7% loan due in annual installments of
$31,500 per year with an estimated fair value as of December 31, 2002 of $0.1
million.

         In the ordinary course of our business, we also are exposed to price
changes in raw materials (particularly steel rod and steel bar) and products
purchased for resale. The prices of these items can change significantly due to
changes in the markets in which our suppliers operate. We generally do not,
however, use financial instruments to manage our exposure to changes in
commodity prices.

                                       29
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Dayton Superior Corporation:

We have audited the accompanying consolidated balance sheets of Dayton Superior
Corporation (an Ohio corporation) and Subsidiaries (the "Company") as of
December 31, 2002 and 2001, and the related statements of operations,
shareholders' deficit, cash flows, and comprehensive loss for each of the three
years in the period ended December 31, 2002. Our audits also included the
financial statement schedules listed at item 15(a)(2). These consolidated
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
consolidated financial statements and financial statement schedules based on our
audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2002
and 2001, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

As discussed in Note 3(d) to the consolidated financial statements, in 2002 the
Company changed its method of accounting for goodwill and other intangible
assets to adopt Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets." As described in Note 3(k), the
consolidated financial statements for the period ended December 31, 2000, have
been reclassified to give retroactive effect to SFAS No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections", which was adopted by the Company on January 1, 2003. As
described in Note 14, the consolidated financial statements have been restated.

Deloitte & Touche LLP

Dayton, Ohio
November 19, 2003

                                       30
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                AS OF DECEMBER 31
                  (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                            2002          2001
                                                                         ---------     ---------
<S>                                                                      <C>           <C>
ASSETS (Note 4)
Current assets:
  Cash                                                                   $   2,404     $   4,989
  Accounts receivable, net of allowances for doubtful accounts and
    sales returns and allowances of $4,861 and $7,423                       61,165        51,628
  Inventories (Note 3)                                                      47,911        47,900
  Prepaid expenses and other current assets                                  7,054         9,637
  Prepaid income taxes                                                       4,009         1,225
  Future income tax benefits (Notes 3 and 8)                                 6,194         7,962
                                                                         ---------     ---------
      Total current assets                                                 128,737       123,341
                                                                         ---------     ---------
Rental equipment, net (Note 3)                                              63,160        71,323
                                                                         ---------     ---------
Property, plant and equipment (Note 3)
  Land and improvements                                                      5,536         5,860
  Building and improvements                                                 26,268        26,461
  Machinery and equipment                                                   72,042        67,731
                                                                         ---------     ---------
                                                                           103,846       100,052
  Less accumulated depreciation                                            (42,600)      (39,931)
                                                                         ---------     ---------
      Net property, plant and equipment                                     61,246        60,121
                                                                         ---------     ---------
Goodwill (Notes 2 and 3)                                                   107,328       126,810
Intangible assets, net of accumulated amortization (Notes 2 and 3)           8,405         9,816
Other assets                                                                 5,095         5,432
                                                                         ---------     ---------
         Total assets                                                    $ 373,971     $ 396,843
                                                                         =========     =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Current portion of long-term debt (Note 4)                             $   6,991     $   5,001
  Accounts payable                                                          25,667        27,340
  Accrued compensation and benefits                                         20,948        19,935
  Other accrued liabilities                                                  9,380        14,122
                                                                         ---------     ---------
      Total current liabilities                                             62,986        66,398
Long-term debt (Note 4)                                                    292,545       286,945
Deferred income taxes (Notes 3 and 8)                                       11,919        13,365
Other long-term liabilities (Note 7)                                        10,762        13,414
                                                                         ---------     ---------
      Total liabilities                                                    378,212       380,122
                                                                         ---------     ---------
Commitments and contingencies (Note 10)
Shareholders' equity (deficit) (Note 6)
  Class A common shares; no par value; 5,000,000 shares authorized;
    4,043,857 and 4,026,402 shares issued and 4,010,160 and 3,997,114
    shares outstanding                                                     102,525       102,044
  Loans to shareholders                                                     (2,878)       (3,030)
  Class A treasury shares, at cost, 36,747 and 29,288 shares in 2002        (1,184)         (979)
    and 2001
  Cumulative other comprehensive loss                                       (1,716)         (589)
  Accumulated deficit                                                     (100,988)      (80,725)
                                                                         ---------     ---------
      Total shareholders' equity (deficit)                                  (4,241)       16,721
                                                                         ---------     ---------
         Total liabilities and shareholders' equity (deficit)            $ 373,971     $ 396,843
                                                                         =========     =========
</TABLE>

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

                                       31
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             YEARS ENDED DECEMBER 31
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            As restated
                                                               -------------------------------------
                                                                  2002          2001         2000
                                                               ---------     ---------     ---------
<S>                                                            <C>           <C>           <C>
Net sales (Note 3)                                             $ 398,737     $ 415,491     $ 387,068
Cost of sales                                                    269,861       276,221       248,746
                                                               ---------     ---------     ---------
  Gross profit                                                   128,876       139,270       138,322
Selling, general and administrative expenses                      91,221        97,532        92,941
Facility closing and severance expenses (Note 11)                  5,399         7,360         2,517
Amortization of goodwill and intangibles                             603         3,912         2,508
                                                               ---------     ---------     ---------
  Income from operations                                          31,653        30,466        40,356
Other expenses
  Interest expense                                                33,967        35,024        22,574
  Non-recurring item - lawsuit judgment (Note 10b)                     -             -        15,341
  Loss on early extinguishment of long-term debt (Note 1)              -             -         7,761
  Loss on disposals of property, plant and equipment               1,115             -             -
  Other expense                                                       80            95           293
                                                               ---------     ---------     ---------
  Loss before provision (benefit) for income taxes, and
    cumulative effect of change in accounting principle           (3,509)       (4,653)       (5,613)
Provision (benefit) for income taxes (Note 8)                       (386)       (1,179)       (1,478)
                                                               ---------     ---------     ---------
  Loss before cumulative effect of change in accounting
    principle                                                     (3,123)       (3,474)       (4,135)
Cumulative effect of change in accounting principle, net of
    income tax benefit of $2,754 (Note 3d)                       (17,140)            -             -
                                                               ---------     ---------     ---------
Net loss                                                         (20,263)       (3,474)       (4,135)
Dividends on Company-obligated mandatorily redeemable
    convertible trust preferred securities, net of income tax
    benefit of $389                                                    -             -           583
                                                               ---------     ---------     ---------
    Net loss available to common shareholders                  $ (20,263)    $  (3,474)    $  (4,718)
                                                               =========     =========     =========
</TABLE>

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

                                       32

<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                  (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                        Class A                                Class A
                                     Common Shares                          Treasury Shares
                                  -------------------      Loans to      --------------------
                                   Shares     Amount     Shareholders     Shares       Amount
                                  ---------  --------    ------------    -------      -------
<S>                               <C>        <C>         <C>             <C>          <C>
Balance as December 31, 1999      5,962,200  $ 47,417            -        19,017      $  (387)
Net loss
Dividends on Company-obligated
  mandatorily redeemable
  convertible trust preferred
  securities
Foreign currency translation
  adjustment
Exercise of stock options, net      344,353     5,106       (2,039)
Retirement of Class A treasury
  shares                            (19,017)     (349)                   (19,017)         387
Issuance of Class A common
  shares and warrants, net of
  issuance costs                  3,492,205    90,477
Redemption of Class A common
  shares                         (6,085,751)  (49,825)
                                  ---------  --------      -------       -------      -------
Balances at December 31, 2000     3,693,990    92,826       (2,039)            -            -
Net loss
Foreign currency translation
  adjustment
Issuance of Class A common
  shares                            323,278     8,986         (909)
Purchase of Class A treasury                                    51        29,288         (979)
  shares
Exercise of stock options, net        9,134       232         (133)
                                  ---------  --------      -------       -------      -------
Balances at December 31, 2001     4,026,402  $102,044      $(3,030)       29,288      $  (979)
Net loss
Foreign currency translation
  adjustment
Change in minimum pension
  liability (net of income tax
  benefit of $151)
Issuance of Class A common
  shares                             17,455       481         (350)
Purchase of Class A common
  shares                                                                   7,459         (205)
Repayments of loans to
  shareholders                                                 502
                                  ---------  --------      -------       -------      -------
Balance at December 31, 2002      4,043,857  $102,525      $(2,878)       36,747      $(1,184)
                                  =========  ========      =======       =======      =======

<CAPTION>
                                                          Retained
                                           Other          Earnings
                                       Comprehensive    (Accumulated
                                           Loss           Deficit)        Total
                                       -------------    ------------     -------
<S>                                    <C>              <C>            <C>
Balance as December 31, 1999              $  (254)       $  41,996     $  88,772
Net loss                                                    (4,135)       (4,135)
Dividends on Company-obligated
  mandatorily redeemable
  convertible trust preferred
  securities                                                  (583)         (583)
Foreign currency translation
  adjustment                                  (86)                           (86)
Exercise of stock options, net                                             3,067
Retirement of Class A treasury
  shares                                                       (38)            -
Issuance of Class A common
  shares and warrants, net of
  issuance costs                                                          90,477
Redemption of Class A common
  shares                                                  (114,491)     (164,316)
                                          -------        ---------     ---------
Balances at December 31, 2000                (340)         (77,251)       13,196
Net loss                                                    (3,474)       (3,474)
Foreign currency translation
  adjustment                                 (249)                          (249)
Issuance of Class A common
  shares                                                                   8,077
Purchase of Class A treasury
  shares                                                                    (928)
Exercise of stock options, net                                                99
                                          -------        ---------     ---------
Balances at December 31, 2001             $  (589)       $ (80,725)    $  16,721
Net loss                                                   (20,263)      (20,263)
Foreign currency translation
  adjustment                                   92                             92
Change in minimum pension
  liability (net of income tax
  benefit of $151)                         (1,219)                        (1,219)
Issuance of Class A common
  shares                                                                     131
Purchase of Class A common
  shares                                                                    (205)
Repayments of loans to
  shareholders                                                               502
                                          -------        ---------     ---------
Balance at December 31, 2002              $(1,716)       $(100,988)    $  (4,241)
                                          =======        =========     =========
</TABLE>

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

                                       33
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             YEARS ENDED DECEMBER 31
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            2002          2001         2000
                                                                                         ---------     ---------     ---------
<S>                                                                                      <C>           <C>           <C>
Cash Flows From Operating Activities:
   Net loss                                                                              $ (20,263)    $  (3,474)    $  (4,135)
   Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
      Extraordinary loss                                                                         -             -         7,761
      Cumulative effect of change in accounting principle (Note 3d)                         17,140             -             -
      Depreciation                                                                          20,850        18,290        12,613
      Amortization of goodwill and intangibles                                                 603         3,912         2,508
      Deferred income taxes                                                                  3,228        (2,972)         (975)
      Amortization of deferred financing costs, debt discount, and issuance costs on
         Company-obligated mandatorily redeemable convertible trust preferred securities     2,335         2,251         1,349
      Net gain on sales of rental equipment and property, plant and equipment              (20,851)      (14,184)       (9,846)
   Change in assets and liabilities, net of effects of acquisitions:
      Accounts receivable                                                                   (9,537)        7,348        (7,292)
      Inventories                                                                              (11)       (1,410)       (1,386)
      Prepaid expenses and other assets                                                      2,119        (8,533)       (1,441)
      Prepaid income taxes                                                                  (2,784)        2,710        (5,662)
      Accounts payable                                                                      (1,673)          671         1,549
      Accrued liabilities and other long-term liabilities                                   (8,406)        3,614         2,818
                                                                                         ---------     ---------     ---------
               Net cash provided by (used in) operating activities                         (17,250)        8,223        (2,139)
                                                                                         ---------     ---------     ---------
Cash Flows From Investing Activities:
      Property, plant and equipment additions                                              (11,277)       (9,924)      (11,678)
      Proceeds from sale of fixed assets                                                     2,010           169           195
      Rental equipment additions                                                           (18,411)      (25,933)      (18,110)
      Proceeds from sales of rental equipment                                               35,641        22,742        17,309
      Acquisitions (Note 2)                                                                      -       (40,850)      (25,054)
      Refund of purchase price on acquisitions                                                   -           143         2,148
                                                                                         ---------     ---------     ---------
               Net cash provided by (used in) investing activities                           7,963       (53,653)      (35,190)
                                                                                         ---------     ---------     ---------
Cash Flows From Financing Activities:
      Repayments of long-term debt                                                          (4,141)      (48,532)     (122,185)
      Issuance of long-term debt                                                             8,050        93,751       239,171
      Proceeds from sale/leaseback transaction                                               2,258             -             -
      Prepayment premium on extinguishments of long-term debt and interest
         rate swap agreements(Note 1)                                                            -             -          (476)
      Financing cost on unused long-term debt commitment                                         -             -          (750)
      Issuance of common shares, net of issuance costs                                         131         5,334        93,544
      Redemption of common shares and purchase of treasury shares                             (205)         (928)     (164,316)
      Repayments of loans to shareholders, net                                                 502             -             -
      Financing costs incurred                                                                   -          (791)       (9,761)
      Dividends on Company-obligated mandatorily redeemable convertible
         trust preferred securities, net of income tax benefit                                   -             -          (583)
                                                                                         ---------     ---------     ---------
               Net cash provided by financing activities                                     6,595        48,834        34,644
                                                                                         ---------     ---------     ---------
Effect of Exchange Rate Changes on Cash                                                        107          (197)          (86)
                                                                                         ---------     ---------     ---------
               Net increase (decrease) in cash                                              (2,585)        3,207        (2,771)
Cash, beginning of year                                                                      4,989         1,782         4,553
                                                                                         ---------     ---------     ---------
Cash, end of year                                                                        $   2,404     $   4,989     $   1,782
                                                                                         =========     =========     =========
Supplemental Disclosures:
      Cash paid (refunded) for income taxes                                              $  (1,149)    $  (1,532)    $   1,494
      Cash paid for interest                                                                31,862        32,348        20,501
      Purchase of equipment on capital lease                                                 2,758             -             -
      Issuance of Class A common shares and loans to shareholders                              350           909         2,039
      Conversion  of  Company-obligated mandatorily redeemable
         convertible trust  preferred securities into long-term debt                             -             -        23,375
      Issuance of warrants attached to senior subordinated notes                                 -             -         3,166
      Issuance of Class A common shares in conjunction with acquisitions                         -         2,842             -
</TABLE>

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

                                       34
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                             YEARS ENDED DECEMBER 31
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                  2002         2001         2000
                                                --------     --------     --------
<S>                                             <C>          <C>          <C>
Net loss                                        $(20,263)    $ (3,474)    $ (4,135)
Dividends on Company-obligated
   mandatorily redeemable convertible trust
   preferred securities                                -            -         (583)

Other comprehensive income
     Foreign currency translation adjustment          92         (249)         (86)

     Change in minimum pension liability
      (net of income tax benefit of $151)         (1,219)           -            -
                                                --------     --------     --------
Comprehensive loss                              $(21,390)    $ (3,723)    $ (4,804)
                                                ========     ========     ========
</TABLE>

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

                                       35
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000
        (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

(1) THE COMPANY

The accompanying consolidated financial statements include the accounts of
Dayton Superior Corporation and its wholly-owned subsidiaries (collectively
referred to as the "Company"). All intercompany transactions have been
eliminated.

The Company believes it is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete construction and of
metal accessories used in masonry construction. The Company has a distribution
network consisting of 18 manufacturing/distribution plants and 26
service/distribution centers in the United States and Canada. The Company
employs approximately 700 salaried and 1,200 hourly personnel, of whom
approximately 600 of the hourly personnel and four of the salaried personnel are
represented by labor unions. There is one collective bargaining agreement
expiring in 2003, covering hourly employees at the Parsons, Kansas facility.

On January 19, 2000, the Company signed a definitive merger agreement with an
affiliate of Odyssey Investment Partners, LLC ("Odyssey"), the manager of a New
York based private equity investment fund, for $27.00 per share in cash. The
transaction was completed on June 16, 2000 and was recorded as a
recapitalization. Accordingly, the Company has not recorded any goodwill or
purchase accounting adjustments, but will remain subject to certain ownership
requirements.

In connection with the recapitalization, the Company refinanced its existing
bank indebtedness. Additionally, the Dayton Superior Capital Trust, which held
solely debentures, was dissolved. The Company-obligated mandatorily redeemable
convertible trust preferred securities converted to debentures having the right
to receive cash in the amount of $22.00, plus accrued interest, per preferred
security.

As a result, the Company recorded a loss in 2000 of $7,761 from the early
extinguishment of long-term debt, comprised of the following:

<TABLE>
<S>                                                                                  <C>
Expense deferred financing costs on previous long-term debt .....................    $2,719
Prepayment premium on extinguishments of long-term debt and interest
  rate swap agreements...........................................................       476
Expense issuance costs on Company-obligated mandatorily redeemable
  convertible trust preferred securities ........................................     1,691
Prepayment premium on conversion of Company-obligated mandatorily
  redeemable convertible trust preferred securities into debentures .............     2,125
Financing cost for unused long-term debt commitment                                     750
                                                                                     ------
                                                                                     $7,761
                                                                                     ======
</TABLE>

(2) ACQUISITIONS

(a) ANCONCCL INC. --

On June 19, 2001, the Company acquired the stock of AnconCCL Inc., dba BarLock
("BarLock") for approximately $9,900 in cash, including acquisition costs. The
payment was funded through the Company's credit facility. The business is being
operated as part of the Company's concrete accessories business.

The acquisition has been accounted for as a purchase, and the results of BarLock
have been included in the accompanying financial statements since the date of
acquisition. The purchase price has been allocated based on the fair values of
the assets acquired (approximately $10,800, including goodwill of $7,100) and
liabilities assumed (approximately $900). Pro forma financial information is not
required as this was not a significant acquisition.

                                       36
<PAGE>

(b) AZTEC CONCRETE ACCESSORIES, INC. --

On January 4, 2001, the Company acquired the stock of Aztec Concrete
Accessories, Inc. ("Aztec") for approximately $32,800, including acquisition
costs. The payment of the purchase price consisted of cash of approximately
$29,900 and 105,263 common shares valued at approximately $2,900. The cash
portion was funded through the issuance of 189,629 common shares valued at
approximately $5,100 to Odyssey Investment Partners Fund, LP and an increase of
approximately $24,800 to the credit facility. The business is being operated as
part of the Company's concrete accessories business.

The acquisition has been accounted for as a purchase, and the results of Aztec
have been included in the accompanying consolidated financial statements since
the date of acquisition. The purchase price has been allocated based on the fair
values of the assets acquired (approximately $44,000, including goodwill of
$35,400) and liabilities assumed (approximately $11,200, including a deferred
compensation liability of approximately $7,700). Pro forma financial information
is not required as this was not a significant acquisition.

(c) CONSPEC MARKETING AND MANUFACTURING CO., INC. --

On July 17, 2000, the Company acquired all of the stock of Conspec Marketing &
Manufacturing Co., Inc., and related entities ("Conspec", now known as Dayton
Superior Specialty Chemical Corp.), for $24,300 in cash, including acquisitions
costs, a payment of approximately $1,000 in 2001 for a tax election, and net of
a working capital reduction of approximately $100 received in 2001. The payments
were funded through the Company's credit facility. The business is being
operated as part of the Company's concrete accessories business.

The acquisition has been accounted for as a purchase, and the results of Conspec
have been included in the accompanying consolidated financial statements since
the date of acquisition. The purchase price has been allocated based on the fair
values of the assets acquired (approximately $29,600, including goodwill of
$19,500) and liabilities assumed (approximately $5,300). Pro forma financial
information is not required as this was not a significant acquisition.

(d) POLYTITE MANUFACTURING CORP. --

On February 9, 2000, the Company acquired substantially all of the assets and
assumed certain of the liabilities of Polytite Manufacturing Corp. ("Polytite")
for approximately $1,600 in cash, including acquisition costs. The business is
being operated as part of the Company's concrete accessories business.

The acquisition has been accounted for as a purchase, and the results of
Polytite have been included in the accompanying consolidated financial
statements since the date of acquisition. The purchase price has been allocated
based on the fair values of the assets acquired (approximately $2,100, including
goodwill of $1,500) and liabilities assumed (approximately $500). Pro forma
financial information is not required as this was not a significant acquisition.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) INVENTORIES --

The Company values all inventories at the lower of first-in, first-out ("FIFO")
cost or market. The Company provides net realizable value reserves which reflect
the Company's best estimate of the excess of the cost of potential obsolete and
slow moving inventory over the expected net realizable value. Following is a
summary of the components of inventories as of December 31, 2002 and December
31, 2001:

                                       37
<PAGE>

<TABLE>
<CAPTION>
                                             December 31,     December 31,
                                                 2002            2001
                                             -----------      -----------
<S>                                          <C>              <C>
Raw materials                                  $15,984         $ 11,581
Work in progress                                 3,069            3,624
Finished goods                                  29,932           34,639
                                               -------         --------
                                                48,985           49,844
Net realizable value reserve                    (1,074)          (1,944)
                                               -------         --------
                                               $47,911         $ 47,900
                                               =======         ========
</TABLE>

(b) RENTAL EQUIPMENT --

Rental equipment is manufactured by the Company for resale and for rent to
others on a short-term basis. Rental equipment is recorded at the lower of FIFO
cost or market and is depreciated over the estimated useful life of the
equipment, three to fifteen years, on a straight-line method. The balances as of
December 31, 2002 and 2001 are net of accumulated depreciation of $24,181 and
$20,002, respectively. Rental revenues and cost of sales associated with rental
revenue are as follows:

<TABLE>
<CAPTION>
                                     For the year ending
                       ----------------------------------------------
                       December 31,    December 31,      December 31,
                          2002             2001              2000
                       -----------     ------------      ------------
<S>                    <C>             <C>               <C>
Rental revenue          $42,801         $54,577            $55,441
Cost of sales            14,096          12,101              8,889
                        -------         -------            -------
  Gross profit          $28,705         $42,476            $46,552
                        =======         =======            =======
</TABLE>

Effective January 1, 2002, the Company changed its accounting estimates relating
to the depreciable life of a portion of its rental fleet. The change was based
upon a study performed by the Company that showed that the useful life of
certain items within the rental fleet was shorter than the fifteen-year life
previously assigned. The study showed that a three-year life was more
appropriate based upon the nature of these products. These products include
smaller hardware and accessories that accompany steel forms and the recently
introduced European forming systems. As a result of the change, the Company
recorded incremental depreciation of approximately $4,000 in 2002, which is
reflected in cost of goods sold in the accompanying December 31, 2002
consolidated statement of operations.

Effective January 1, 2001, the Company changed its accounting estimates relating
to the depreciable life of a portion of its rental fleet. The change was based
upon a study performed by the Company that showed that the renovation of the
plywood surface of certain products within the rental fleet extended the useful
life beyond normal repair and maintenance. Accordingly, the Company began
capitalizing rather than expensing these renovation related expenditures.
Simultaneously, the useful lives of the plywood surface was reduced from fifteen
years to three years to match the useful life of the renovation. As a result of
the change, the Company recorded incremental depreciation of approximately
$2,300 in 2001, which is reflected in cost of goods sold in the accompanying
December 31, 2001 consolidated statement of operations.

(c) PROPERTY, PLANT AND EQUIPMENT --

Property, plant and equipment are valued at cost and depreciated using
straight-line methods over their estimated useful lives of 10-30 years for
buildings and improvements and 3-10 years for machinery and equipment.

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

                                       38
<PAGE>

Included in the cost of property, plant and equipment are assets obtained
through capital leases, all included in machinery and equipment. As of December
31, 2002 the cost of assets under capital lease is $2,758, net of accumulated
depreciation of $256. Depreciation expense related to machinery and equipment
under capital lease was $256 for the period ended December 31, 2002.

(d) GOODWILL AND INTANGIBLE ASSETS --

Amortization is provided over the term of the loan (7 to 9 years) for deferred
financing costs, the term of the agreement (5 years) for non-compete agreements,
and over the estimated useful life (3 years) for intellectual property.
Amortization of non-compete agreements and intellectual property is reflected as
"Amortization of goodwill and intangibles" in the accompanying consolidated
statements of operations. The estimated aggregate amortization expense for each
of the next three years is as follows: $533 in 2003, $515 in 2004, and $286 in
2005. Amortization of deferred financing costs is reflected as "Interest
expense" in the accompanying consolidated statements of operations. The
estimated aggregate interest expense for each of the next five years related to
the amortization of deferred financing costs is as follows: $1,391 in 2003,
$1,365 in 2004, $1,336 in 2005, $1,116 in 2006, and $841 in 2007. Intangible
assets consist of the following at December 31:

<TABLE>
<CAPTION>
                                             2002                2001
                                           -------             -------
<S>                                        <C>                 <C>
Deferred financing costs                   $10,550             $10,550
Intellectual property                          690                 690
Covenants not to compete                     1,595                 996
                                           -------             -------
                                            12,835              12,236
Less: accumulated amortization              (4,430)             (2,420)
                                           -------             -------
                                            $8,405              $9,816
                                           =======             =======
</TABLE>

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and No. 142
"Goodwill and Other Intangible Assets." SFAS No. 141 revises the accounting for
future business combinations to only allow the purchase method of accounting. In
addition, the two statements preclude amortization of goodwill for periods
beginning after December 15, 2001. Instead, an annual review of the
recoverability of the goodwill and intangible assets is required. Certain other
intangible assets continue to be amortized over their estimated useful lives.

The Company adopted SFAS No. 142 effective January 1, 2002. As a result of
adopting SFAS No. 142, the Company recorded a non-cash charge in 2002 of $17,140
($19,894 of goodwill, less an income tax benefit of $2,754), which is reflected
as a cumulative effect of change in accounting principle in the accompanying
December 31, 2002 consolidated statement of operations. This amount does not
affect the Company's ongoing operations. The goodwill arose from the
acquisitions of Dur-O-Wal in 1995, Southern Construction Products in 1999, and
Polytite in 2000, all of which manufacture and sell metal accessories used in
masonry construction. The masonry products market has experienced weaker markets
and significant price competition, which has had a negative impact on the
product line's earnings and fair value.

The following is a reconciliation from reported net loss to net loss adjusted
for the amortization of goodwill:

<TABLE>
<CAPTION>
                                                                  Year Ended
                                                 -----------------------------------------------
                                                 December 31,     December 31,      December 31,
                                                     2002            2001               2000
                                                 -----------      -----------       ------------
<S>                                              <C>             <C>                <C>
Net loss before cumulative effect of change
   in accounting principle, as reported            $(3,123)        $(3,474)           $(4,135)
Amortization of goodwill, net of tax benefit             -           3,375              2,181
                                                   -------         -------            -------
Net loss before cumulative effect of change
   in accounting principle, as adjusted            $(3,123)        $   (99)           $(1,954)
                                                   =======         =======            =======
</TABLE>

                                       39
<PAGE>

(e) INCOME TAXES --

Deferred income taxes are determined by applying current statutory tax rates to
the cumulative temporary differences between the carrying value of assets and
liabilities for financial reporting and tax purposes.

(f) ENVIRONMENTAL REMEDIATION LIABILITIES --

The Company accounts for environmental remediation liabilities in accordance
with the American Institute of Certified Public Accountants issued Statement of
Position 96-1, "Environmental Remediation Liabilities," ("SOP 96-1"). The
Company accrues for losses associated with environmental remediation obligations
when such losses are probable and reasonably estimable. Accruals for estimated
losses from environmental remediation obligations generally are recognized no
later than completion of the remedial feasibility study. Such accruals are
adjusted as further information develops or circumstances change. Costs of
future expenditures for environmental remediation obligations are not discounted
to their present value. Recoveries of environmental remediation costs from other
parties are recorded as assets when their receipt is deemed probable.

(g) FOREIGN CURRENCY TRANSLATION ADJUSTMENT --

The financial statements of foreign subsidiaries and branches are maintained in
their functional currency (Canadian dollars) and are then translated into U.S.
dollars. The balance sheets are translated at end of year rates while revenues,
expenses and cash flows are translated at weighted average rates throughout the
year. Translation adjustments, which result from changes in exchange rates from
period to period, are accumulated in a separate component of shareholders'
equity. Transactions in foreign currencies are translated into U.S. dollars at
the rate in effect on the date of the transaction. Changes in foreign exchange
rates from the date of the transaction to the date of the settlement of the
asset or liability are recorded as income or expense.

(h) REVENUE RECOGNITION --

We recognize revenue from product sales when the product is shipped from our
facilities and risk of loss and title have passed to the customer or, at the
customer's written request and where the customer has made a fixed commitment to
purchase goods on a fixed schedule consistent with the customer's business and
where risk of ownership has passed to the buyer, the goods are set-aside in
storage and the Company does not retain any specific performance obligations
such that the earning process is not complete. For transactions where we have
not obtained customer acceptance, revenue is deferred until the terms of
acceptance are satisfied. On rental equipment sales, revenue is recognized and
recorded on the date of shipment. Rental revenues are recognized ratably over
the terms of the rental agreements.

(i) CUSTOMER REBATES --

The Company offers rebates to certain customers, which are redeemable only if
the customer meets certain specified thresholds relating to a cumulative level
of sales transactions. Pursuant to EITF 01-9, Accounting for Consideration Given
by a Vendor to a Customer (Including a Reseller of the Vendor's Products), the
Company records such rebates as a reduction of revenue in the period the related
revenues are recognized.

(j) USE OF ESTIMATES --

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

                                       40
<PAGE>

(k) NEW ACCOUNTING PRONOUNCEMENTS--

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires that an obligation associated
with the retirement of a tangible long-lived asset be recognized as a liability
when incurred. Subsequent to initial measurement, an entity recognizes changes
in the amount of the liability resulting from the passage of time and revisions
to either the timing or amount of estimated cash flows. SFAS No. 143 is
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company does not believe this pronouncement will have a material
impact on its consolidated financial position, results of operations, or cash
flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This Statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations--
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," that address the
disposal of a segment of a business. The Statement also amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The Statement is effective for financial statements issued for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years, and generally would be applied prospectively for disposal activities
initiated by a commitment to a plan made after the entity's initial adoption of
the Statement. The adoption of this pronouncement did not have a material impact
on the Company's consolidated financial position, results of operations, or cash
flows.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 eliminates the requirement to classify gains and losses from the
extinguishment of indebtedness as extraordinary, requires certain lease
modifications to be treated the same as a sale-leaseback transaction, and makes
other non-substantive technical corrections to existing pronouncements. SFAS No.
145 is effective for fiscal years beginning after May 15, 2002, with earlier
adoption encouraged. The adoption of this pronouncement in 2003 resulted in the
reclassification in 2000 of the loss on the early extinguishment of long-term
debt.

In July 2002, the FASB issued Statement of SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certainemployee severance costs that are associated with a restructuring or
other exit or disposal activity. Statement 146 is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. The adoption of
this pronouncement did not have a material impact on the Company's consolidated
financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." SFAS 148 amends FASB statement No. 123,
"Accounting for Stock-Based Compensation." Although it does not require use of
fair value method of accounting for stock-based employee compensation, it does
provide alternative methods of transition. It also amends the disclosure
provisions of Statement 123 and APB Opinion No. 28, "Interim Financial
Reporting," to require disclosure in the summary of significant accounting
policies of the effects of an entity's accounting policy with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. SFAS No. 148's amendment of the
transition and annual disclosure requirements is effective for fiscal years
ending after December 15, 2002. The amendment of disclosure requirements of
Opinion No. 28 is effective for interim periods beginning after December 15,
2002. Although the Company has not changed to the fair value method, the
disclosure requirements of this statement have been adopted.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
requires certain financial instruments that embody obligations of the issuer and
have characteristics of both liabilities and equity to be classified as
liabilities. The provisions of SFAS 150 are effective for financial instruments
entered into or modified after May 31, 2003 and to all other instruments

                                       41
<PAGE>

that exist as of the beginning of the first interim financial reporting period
beginning after June 15, 2003, except for mandatory redeemable financial
instruments of a nonpublic entity, this statement shall be effective for periods
beginning after December 15, 2003. Management is currently assessing the impact
of this pronouncement and has not determined the impact on the Company's
financial statements.

In November 2002, the FASB issued Interpretation (FIN) No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees Including Indirect
Guarantees of Indebtedness of Others." FIN No. 45 elaborates on the disclosures
to be made by a guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued. It also clarifies
that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure requirements in this interpretation are required for
financial statements of periods ending after December 15, 2002. The initial
measurement provisions of the interpretation are applicable on a prospective
basis for guarantees issued or modified after December 31, 2002. The Company
does not believe this pronouncement will have a material impact on its
consolidated financial position, results of operations, or cash flows.

In January 2003, the FASB issued Interpretation (FIN) No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of APB No. 50." FIN No. 46
requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN No. 46 is effective for
all new variable interest entities created or acquired after January 31, 2003.
For variable interest entities created or acquired prior to February 1, 2003,
the provisions of FIN No. 46 must be applied for the first interim or annual
period beginning after December 15, 2003. The Company does not believe this
pronouncement will have a material impact on our financial position, results of
operations and cash flows.

(l) STOCK OPTIONS--

The Company measures compensation cost for stock options issued using the
intrinsic value-based method of accounting in accordance with Accounting
Principles Board Opinion (APB) No. 25. If compensation cost for the Company's
stock options had been determined based on the fair value method of SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net income and net
income per share would have been reduced to the unaudited pro forma amounts as
follows:

<TABLE>
<CAPTION>
                                                      2002         2001      2000
                                                      ----         ----      ----
<S>                                                 <C>          <C>        <C>
Net income (loss) available to
common shareholders: As Reported                    $(20,263)    $(3,474)   $(4,718)
                     Deduct: Total stock-based
                     employee compensation
                     expense determined under
                     fair value-based method for
                     all awards, net of related
                     tax effect                         (284)       (633)    (1,068)
                                                    --------      ------    -------
                     Pro Forma                      $(20,547)     (4,107)    (5,786)
                                                    --------      ------    -------
</TABLE>

(4) CREDIT ARRANGEMENTS

The Company has a credit facility that consists of (i) a $50,000 revolving
credit facility maturing June 2006, (ii) a $30,000 acquisition facility,
converting from revolving loans into term loans four years from the closing and
maturing June 2006 and (iii) term loan facilities in an aggregate principal
amount of $122,000, consisting of a $23,500 tranche A facility maturing June
2006 and a $98,500 tranche B facility maturing June 2008. The credit facility
provides that the Company will repay (i) the tranche A facility in quarterly
installments commencing March 2002, (ii) the tranche B facility in quarterly
installments, commencing March 2002 and (iii) the acquisition facility, in equal
quarterly installments commencing in June 2004. The credit facility has several
interest rate options, which reprice on a short-term basis.

At December 31, 2002, the Company had outstanding letters of credit of
approximately $8,700, and the Company had available borrowings of approximately
$31,200 under its revolving credit facility.

                                       42
<PAGE>

The average borrowings, maximum borrowings, and weighted average interest rate
on the revolving credit facility and its predecessors for the periods indicated
are as follows:

<TABLE>
<CAPTION>
                                                      For the year ended
                                            ------------------------------------
                                            December 31, December 31,   December
                                               2002          2001       31, 2000
                                            ---------    -----------    --------
<S>                                         <C>          <C>            <C>
Average borrowings ......................     $15,156      $ 8,980      $ 5,965
Maximum borrowing .......................      29,275       26,425       16,420
Weighted average interest rate, including
  commitment fee for unused portion of
  revolving credit facility .............         6.4%        10.4%        11.1%
</TABLE>

The credit facility contains certain restrictive covenants, which require that,
among other things, the Company maintain a minimum interest coverage ratio, not
exceed a certain leverage ratio, maintain a minimum EBITDA, as defined, and
limit its capital expenditures. The Company was in compliance with its loan
covenants as of December 31, 2002.

On October 23, 2002, the Company obtained an amendment to the senior credit
facility to relax certain financial ratios that the Company was required to
maintain. The adjustments affect the eight fiscal quarters, beginning with the
quarter ended December 31, 2002.

The credit facility is secured by substantially all assets of the Company. The
Company has an Economic Development Loan from the city of Parsons, Kansas. The
loan is payable in quarterly installment of $8 through July 2005. The loan is
secured by real estate in Parsons.

In July 2002, the Company completed a transaction for the sale and leaseback of
its forklift fleet. The transaction resulted in proceeds of $2,258 and a gain of
$397, which was deferred and is being amortized over the term of the leases.
Amortization expense during the year ended December 31, 2002 was approximately
$100. The unamortized deferred gain at December 31, 2002 was approximately $300.
A portion of the fleet was recorded as a capital lease and an initial capital
lease obligation of $1,740 was recorded. The remaining fleet is recorded as an
operating lease.

Following is a summary of the Company's long-term debt as of December 31, 2002
and 2001:

<TABLE>
<CAPTION>
                                                                               2002            2001
                                                                               ----            ----
<S>                                                                          <C>            <C>
Revolving credit facility, weighted average interest rate of 6.0%            $  10,050      $   2,000
Acquisition credit facility, weighted average interest rate of 4.6%              9,250          9,250
Term Loan Tranche A, weighted average interest rate of 4.6%                     19,391         22,161
Term Loan Tranche B, weighted average interest rate of 5.2%                     97,516         98,500
Senior Subordinated Notes, interest rate of 13.0%                              170,000        170,000
Debt discount on Senior Subordinated Notes                                     (10,374)       (11,297)
Debentures previously held by Dayton Superior Capital Trust, payable on
   demand, interest rate of 9.1%                                                 1,110          1,214
Capital lease obligation                                                         2,507              -
City of Parsons, Kansas Economic Development Loan, interest rate of 7.0%            86            118
                                                                             ---------      ---------
Total long-term debt                                                           299,536        291,946
Less current portion                                                            (6,991)        (5,001)
                                                                             ---------      ---------
Long-term portion                                                            $ 292,545      $ 286,945
                                                                             =========      =========
</TABLE>

                                       43
<PAGE>

Scheduled maturities of long-term debt and future minimum lease payments under
capital leases are:

<TABLE>
<CAPTION>
                                             Long-term      Capital
                   Year                        Debt          Leases        Total
                   ----                      ---------      -------        -----
<S>                                         <C>             <C>           <C>
                   2003                     $   6,283        $  796       $  7,079
                   2004                         9,639           707         10,346
                   2005                        11,491           558         12,049
                   2006                        31,683           414         32,097
                   2007                        47,034           274         47,308
                Thereafter                    201,273           149        201,422
                                             --------        ------       --------
Long-Term Debt and Lease Payments             307,403         2,898        310,301
Less: Debt Discount                           (10,374)            -        (10,374)
Less: Amounts Representing Interest                 -          (391)          (391)
                                             --------        ------       --------
                                             $297,029        $2,507       $299,536
                                             ========        ======       ========

</TABLE>

The fair value of the Senior Subordinated Notes, based on the last trade price
of $86 per unit, was $146,200 at December 31, 2002. The fair market value of the
Company's other fixed rate long-term debt is estimated using discounted cash
flow analyses based on current incremental borrowing rates for similar types of
borrowing arrangements. At December 31, 2002, the estimated fair value of the
debentures previously held by Dayton Superior Capital Trust is $1,763. The
estimated fair value of the City of Parsons, Kansas Economic Development Loan is
$60. The estimated fair value of the credit facility approximates its face
value, as this facility has variable interest rates tied to market rates.

The Senior Subordinated Notes (the "Notes") have a principal amount of $170,000
and mature in June 2009. The Notes were issued at a discount, which is being
accreted to the face value using the effective interest method and is reflected
as interest expense. The Notes were issued with warrants that allow the holder
to purchase 117,276 of the Company's Class A Common Shares for $0.01 per share.
The Company's wholly-owned domestic subsidiaries (Aztec Concrete Accessories,
Inc.; Trevecca Holdings, Inc.; Dayton Superior Specialty Chemical Corp.; Symons
Corporation; and Dur-O-Wal, Inc.) have guaranteed the Notes. The wholly-owned
foreign subsidiaries of the Company are not guarantors with respect to the Notes
and do not have any credit arrangements senior to the Notes. The following
supplemental consolidated condensed balance sheets as of December 31, 2002 and
2001, the supplemental consolidated condensed statements of operations and cash
flows for the years ended December 31, 2002, 2001 and 2000 depict in separate
columns, the parent company, those subsidiaries which are guarantors, those
subsidiaries which are non-guarantors, elimination adjustments and the
consolidated total. This financial information may not necessarily be indicative
of the result of operations or financial position of the subsidiaries had they
been operated as independent entities.

                                       44
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
                             AS OF DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                         Dayton                       Non
                                        Superior    Guarantor      Guarantor
                                      Corporation  Subsidiaries  Subsidiaries   Eliminations   Consolidated
                                      -----------  ------------  ------------   ------------   ------------
<S>                                   <C>          <C>           <C>            <C>            <C>
ASSETS
Cash                                   $   1,605    $    (687)    $  1,486      $       -      $   2,404
Accounts receivable, net                  30,223       30,487          455              -         61,165
Inventories                               23,408       23,180        1,323              -         47,911
Intercompany                              56,498      (56,414)         (84)             -              -
Other current assets                       8,555        8,539          163              -         17,257
                                       ---------    ---------    ---------      ---------      ---------
   TOTAL CURRENT ASSETS                  120,289        5,105        3,343              -        128,737
Rental equipment, net                      4,268       58,846           46              -         63,160
Property, plant and equipment, net        25,690       35,378          178              -         61,246
Investment in subsidiaries               123,041            -            -       (123,041)             -
Other assets                              53,497       67,331            -              -        120,828
                                       ---------    ---------    ---------      ---------      ---------
   TOTAL ASSETS                        $ 326,785    $ 166,660    $   3,567      $(123,041)     $ 373,971
                                       =========    =========    =========      =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
   (DEFICIT)

Current maturities of long-term debt   $   6,991    $       -    $       -      $       -      $   6,991
Accounts payable                          13,983       11,407          277              -         25,667
Accrued liabilities                       18,022       12,152          154              -         30,328
                                       ---------    ---------    ---------      ---------      ---------
   TOTAL CURRENT LIABILITIES              38,996       23,559          431              -         62,986
Long-term debt                           292,545            -            -              -        292,545
Other long-term liabilities                5,730       16,763          188              -         22,681
Total shareholders' equity (deficit)     (10,486)     126,338        2,948       (123,041)        (4,241)
                                       ---------    ---------    ---------      ---------      ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY (DEFICIT)                    $ 326,785    $ 166,660    $   3,567      $(123,041)     $ 373,971
                                       =========    =========    =========      =========      =========
</TABLE>

                                       45
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
                             AS OF DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                           Dayton
                                          Superior      Guarantor    Non Guarantor
                                        Corporation   Subsidiaries   Subsidiaries Eliminations Consolidated
                                        -----------   ------------   ------------ ------------ ------------
<S>                                     <C>           <C>            <C>          <C>          <C>
ASSETS
Cash                                     $   2,714     $     832     $   1,443     $       -     $   4,989
Accounts receivable, net                    20,014        30,516         1,098             -        51,628
Inventories                                 23,030        23,925           945             -        47,900
Intercompany                                58,692       (58,584)         (108)            -             -
Other current assets                         9,046         9,594           184             -        18,824
                                         ---------     ---------     ---------     ---------     ---------
   TOTAL CURRENT ASSETS                    113,496         6,283         3,562             -       123,341
Rental equipment, net                        6,256        65,009            58             -        71,323
Property, plant and equipment, net          23,708        36,222           191             -        60,121
Investment in subsidiaries                 122,864             -             -      (122,864)            -
Other assets                                55,899        86,159             -             -       142,058
                                         ---------     ---------     ---------     ---------     ---------
   TOTAL ASSETS                          $ 322,223     $ 193,673     $   3,811     $(122,864)    $ 396,843
                                         =========     =========     =========     =========     =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt     $   5,001     $       -     $       -     $       -     $   5,001
Accounts payable                            12,579        14,548           213             -        27,340
Accrued liabilities                         20,004        13,742           311             -        34,057
                                         ---------     ---------     ---------     ---------     ---------
   TOTAL CURRENT LIABILITIES                37,584        28,290           524             -        66,398
Long-term debt                             286,945             -             -             -       286,945
Other long-term liabilities                  4,461        22,132           186             -        26,779
Total shareholders' equity (deficit)        (6,767)      143,251         3,101      (122,864)       16,721
                                         ---------     ---------     ---------     ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                $ 322,223     $ 193,673     $   3,811     $(122,864)    $ 396,843
                                         =========     =========     =========     =========     =========
</TABLE>

                                       46
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                          Dayton
                                         Superior       Guarantor   Non Guarantor
                                       Corporation    Subsidiaries  Subsidiaries  Consolidated
                                       -----------    ------------  ------------  ------------
<S>                                    <C>            <C>           <C>          <C>
Net sales                                $ 192,271     $ 197,368     $   9,098    $ 398,737
Cost of sales                              132,946       130,894         6,021      269,861
                                         ---------     ---------     ---------    ---------
  Gross profit                              59,325        66,474         3,077      128,876
Selling, general and administrative
  expenses                                  40,422        49,188         1,611       91,221
Facility closing and severance
  expenses                                   3,827         1,572             -        5,399
Amortization of goodwill and
  intangibles                                  373           230             -          603
Management fees                               (300)            -           300            -
                                         ---------     ---------     ---------    ---------
  Income from operations                    15,003        15,484         1,166       31,653
Other expenses
  Interest expense                          33,101           866             -       33,967
  Loss on disposals of property,
  plant and equipment                          728           387             -        1,115
  Other expense (income), net                  (35)           44            71           80
                                         ---------     ---------     ---------    ---------
  Income (loss) before provision
  (benefit) for income taxes and
  cumulative effect of change in
  accounting principle                     (18,791)       14,187         1,095       (3,509)
Provision (benefit) for income taxes        (2,067)        1,561           120         (386)
                                         ---------     ---------     ---------    ---------
Income (loss) before cumulative
  effect of change in accounting
  principle                                (16,724)       12,626           975       (3,123)
Cumulative effect of change in
  accounting principle, net of income
  tax benefit of $2,754                          -       (17,140)            -      (17,140)
                                         ---------     ---------     ---------    ---------
Net income (loss)                        $ (16,724)    $  (4,514)    $     975    $ (20,263)
                                         =========     =========     =========    =========
</TABLE>

                                       47
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                           Dayton
                                          Superior        Guarantor    Non Guarantor
                                        Corporation     Subsidiaries   Subsidiaries   Consolidated
                                        -----------     ------------   ------------   ------------
<S>                                     <C>             <C>            <C>            <C>
Net sales                                $ 194,163       $ 211,918      $   9,410      $ 415,491
Cost of sales                              132,837         137,459          5,925        276,221
                                         ---------       ---------      ---------      ---------
  Gross profit                              61,326          74,459          3,485        139,270
Selling, general and administrative
  expenses                                  38,006          57,983          1,543         97,532
Facility closing and severance
  expenses                                     442           6,918              -          7,360
Amortization of goodwill and
  intangibles                                1,980           1,932              -          3,912
Management fees                               (300)              -            300              -
                                         ---------       ---------      ---------      ---------
  Income from operations                    21,198           7,626          1,642         30,466
Other expenses
  Interest expense                          34,463             561              -         35,024
  Other expense (income), net                    -              95              -             95
                                         ---------       ---------      ---------      ---------
  Income (loss) before provision for
  income taxes                             (13,265)          6,970          1,642         (4,653)
Provision (benefit) for income taxes        (3,361)          1,766            416         (1,179)
                                         ---------       ---------      ---------      ---------
Net income (loss)                        $  (9,904)      $   5,204      $   1,226      $  (3,474)
                                         =========       =========      =========      =========
</TABLE>

                                       48
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                  Dayton
                                                 Superior        Guarantor    Non Guarantor
                                               Corporation     Subsidiaries   Subsidiaries   Consolidated
                                               -----------     ------------   ------------   -------------
<S>                                            <C>             <C>            <C>            <C>
Net sales                                       $ 197,330       $ 180,069       $   9,669      $ 387,068
Cost of sales                                     128,355         114,471           5,920        248,746
                                                ---------       ---------       ---------      ---------
  Gross profit                                     68,975          65,598           3,749        138,322
Selling, general and administrative
  expenses                                         41,653          49,124           2,164         92,941
Facility closing and severance expenses             1,860             657               -          2,517
Amortization of goodwill and intangibles            1,784             724               -          2,508
Management fees                                      (850)            689             161              -
                                                ---------       ---------       ---------      ---------
  Income from operations                           24,528          14,404           1,424         40,356
Other expenses
  Interest expense                                 22,669             (95)              -         22,574
  Non-recurring item - Lawsuit judgment                 -          15,341               -         15,341
  Loss on early extinguishment of                   7,761               -               -          7,761
  long-term debt
  Other expense, net                                  216              77               -            293
                                                ---------       ---------       ---------      ---------
  Income (loss) before provision (benefit)
  for income taxes                                 (6,118)           (919)          1,424         (5,613)
Provision (benefit) for income taxes               (2,123)            (10)            655         (1,478)
                                                ---------       ---------       ---------      ---------
Net income (loss)                                  (3,995)           (909)            769         (4,135)
Dividends on Company-obligated mandatorily
  redeemable convertible trust preferred
  securities, net of income tax benefit               583               -               -            583
                                                ---------       ---------       ---------      ---------
Net income (loss)                               $  (4,578)      $    (909)      $     769      $  (4,718)
                                                =========       =========       =========      =========
</TABLE>

                                       49
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                              Dayton
                                             Superior      Guarantor     Non Guarantor
                                           Corporation    Subsidiaries   Subsidiaries  Consolidated
                                           -----------    ------------   ------------  ------------
<S>                                        <C>            <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                         $ (9,514)      $(11,724)      $    975       $(20,263)
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
  Cumulative effect of change in
    accounting principle                           -         17,140              -         17,140
      Depreciation and amortization            7,712         16,026             50         23,788
      Deferred income taxes                    3,228              -              -          3,228
      Gain on sales of rental
      equipment and fixed assets                (572)       (20,247)           (32)       (20,851)
  Change in assets and liabilities,
    net of the effects of acquisitions        (5,834)       (13,460)          (998)       (20,292)
                                            --------       --------       --------       --------
      Net cash provided by (used in)
      operating activities                    (4,980)       (12,265)            (5)       (17,250)
                                            --------       --------       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property, plant and equipment
  additions                                   (6,658)        (4,489)          (130)       (11,277)
  Proceeds from sales of fixed assets          1,105            877             28          2,010
  Rental equipment additions                    (758)       (17,619)           (34)       (18,411)
  Proceeds from sale of rental
  equipment                                    3,018         32,550             73         35,641
                                            --------       --------       --------       --------
      Net cash provided by (used in)
      investing activities                    (3,293)        11,319            (63)         7,963
                                            --------       --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of long-term debt                (4,141)             -              -         (4,141)
  Issuance of long-term debt                   8,050              -              -          8,050
  Proceeds from sale/leaseback

  transaction                                    633          1,597             28          2,258
  Issuance of common shares, net of
    issuance costs                               131              -              -            131
  Redemption of common shares and
    purchase of treasury shares                 (205)             -              -           (205)
  Repayment of loans to shareholders,
    net                                          502              -              -            502
  Intercompany                                 2,194         (2,170)           (24)             -
                                            --------       --------       --------       --------
      Net cash provided by (used in)
         financing activities                  7,164           (573)             4          6,595
                                            --------       --------       --------       --------
EFFECT OF EXCHANGE RATE CHANGES ON
  CASH                                             -              -            107            107
                                            --------       --------       --------       --------
      Net increase (decrease) in cash         (1,109)        (1,519)            43         (2,585)

CASH, beginning of year                        2,714            832          1,443          4,989
                                            --------       --------       --------       --------

CASH, end of year                           $  1,605       $   (687)      $  1,486       $  2,404
                                            ========       ========       ========       ========
</TABLE>

                                       50
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                         Dayton
                                                        Superior         Guarantor      Non Guarantor
                                                       Corporation     Subsidiaries     Subsidiaries     Consolidated
                                                      -------------    -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                 $      (9,904)   $       5,204    $       1,226    $      (3,474)
    Adjustments to reconcile net income (loss) to
       net cash provided by (used in) operating
       activities:
           Depreciation and amortization                      8,483           15,928               42           24,453
           Deferred income taxes                             (2,972)               -                -           (2,972)
           Gain on sales of rental equipment and
           fixed assets                                      (1,062)         (13,039)             (83)         (14,184)
    Change in assets and liabilities, net of the
       effects of acquisitions                               (9,109)          15,049           (1,540)           4,400
                                                      -------------    -------------    -------------    -------------
           Net cash provided by (used in) operating
           activities                                       (14,564)          23,142             (355)           8,223
                                                      -------------    -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Property, plant and equipment additions                  (4,065)          (5,679)            (180)          (9,924)
    Proceeds from sales of fixed assets                          34              132                3              169
    Rental equipment additions                               (1,565)         (24,317)             (51)         (25,933)
    Proceeds from sale of rental equipment                    2,193           20,390              159           22,742
    Acquisitions                                            (40,707)               -                -          (40,707)
                                                      -------------    -------------    -------------    -------------
           Net cash used in investing activities            (44,110)          (9,474)             (69)         (53,653)
                                                      -------------    -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt                            (48,532)               -                -          (48,532)
    Issuance of long-term debt                               93,751                -                -           93,751
    Issuance of Class A common shares                         5,334                -                -            5,334
    Financing costs incurred                                   (791)               -                -             (791)
    Purchase of treasury shares                                (928)               -                -             (928)
    Intercompany                                             10,951          (12,011)           1,060                -
                                                      -------------    -------------    -------------    -------------
           Net cash provided by (used in) financing
           activities                                        59,785          (12,011)           1,060           48,834
                                                      -------------    -------------    -------------    -------------

EFFECT OF EXCHANGE RATE CHANGES ON
    CASH                                                          -                -             (197)            (197)
                                                      -------------    -------------    -------------    -------------

           Net increase in cash                               1,111            1,657              439            3,207

CASH, beginning of year                                       1,603             (825)           1,004            1,782
                                                      -------------    -------------    -------------    -------------

CASH, end of year                                     $       2,714    $         832    $       1,443    $       4,989
                                                      =============    =============    =============    =============
</TABLE>

                                       51
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
          SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                         Dayton
                                                        Superior         Guarantor      Non Guarantor
                                                       Corporation     Subsidiaries     Subsidiaries     Consolidated
                                                      -------------    -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                 $      (3,995)   $        (909)   $         769    $      (4,135)
    Adjustments to reconcile net income (loss) to
       net cash provided by (used in) operating
       activities:
           Extraordinary loss                                 7,761                -                -            7,761
           Depreciation and amortization                      7,192            9,242               36           16,470
           Deferred income taxes                             (1,150)            (104)             279             (975)
           Gain on sales of rental equipment and
           fixed assets                                      (1,041)          (8,757)             (48)          (9,846)
    Change in assets and liabilities, net of the
       effects of acquisitions                               (3,101)          (7,500)            (813)         (11,414)
                                                      -------------    -------------    -------------    -------------
           Net cash provided by (used in) operating
           activities                                         5,666           (8,028)             223           (2,139)
                                                      -------------    -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Property, plant and equipment additions                  (7,063)          (4,537)             (78)         (11,678)
    Proceeds from sales of fixed assets                          32              163                -              195
    Rental equipment additions                               (1,939)         (16,106)             (65)         (18,110)
    Proceeds from sale of rental equipment                    2,500           14,723               86           17,309
    Acquisitions                                            (25,054)               -                -          (25,054)
    Refunds of purchase price on acquisitions                 2,148                -                -            2,148
                                                      -------------    -------------    -------------    -------------
           Net cash used in investing activities            (29,376)          (5,757)             (57)         (35,190)
                                                      -------------    -------------    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt                           (122,185)               -                -         (122,185)
    Issuance of long-term debt                              239,171                -                -          239,171
    Prepayment premium on extinguishments of
       long-term debt and interest rate swap
       agreements                                              (476)               -                -             (476)
    Financing cost on unused long-term debt
       commitment                                              (750)               -                -             (750)
    Issuance of Class A common shares                        93,544                -                -           93,544
    Redemption of Class A common shares                    (164,316)               -                -         (164,316)
    Financing costs incurred                                 (9,761)               -                -           (9,761)
    Dividends on Company-obligated mandatorily
       redeemable convertible trust preferred
       securities, net of income tax benefit                   (583)               -                -             (583)
    Intercompany                                            (12,819)          13,321             (502)               -
                                                      -------------    -------------    -------------    -------------
           Net cash provided by (used in)
             financing activities                            21,825           13,321             (502)          34,644
                                                      -------------    -------------    -------------    -------------

EFFECT OF EXCHANGE RATE CHANGES ON
    CASH                                                          -                -              (86)             (86)
                                                      -------------    -------------    -------------    -------------

           Net decrease in cash                              (1,885)            (464)            (422)          (2,771)

CASH, beginning of year                                       3,488             (361)           1,426            4,553
                                                      -------------    -------------    -------------    -------------
CASH, end of year                                     $       1,603    $        (825)   $       1,004    $       1,782
                                                      =============    =============    =============    =============
</TABLE>

                                       52
<PAGE>

(5) COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE TRUST PREFERRED
SECURITIES

In October 1999, the Company completed an underwritten public offering of
1,062,500 Company obligated mandatorily redeemable convertible trust preferred
securities at a price of $20 per security.

Net proceeds to the Company after issuance costs were $19,554. The securities
were issued by a limited purpose Delaware trust which used the proceeds to
purchase from the Company the same principal amount of convertible junior
subordinated debentures. The securities were guaranteed by the Company on a
subordinated basis.

As a result of the recapitalization, the trust was dissolved. The securities
converted to debentures having the right to receive cash in the amount of
$23,375 ($22.00 per preferred security), plus accrued interest. As of December
31, 2002, $22,265 of the debentures had been redeemed.

Interest is payable on the preferred securities at the rate of 9.1%.

(6) COMMON SHARES

(a) STOCK OPTION PLAN--

Upon consummation of the recapitalization, the Company adopted the 2000 Stock
Option Plan of Dayton Superior Corporation ("Stock Option Plan"). The Stock
Option Plan permits the grant of stock options to purchase 683,159 common
shares. Options to purchase 147,225, 5,506 and 473,016 common shares were
granted during 2002, 2001, and 2000, respectively. Options that are cancelled
may be reissued.

The Stock Option Plan constitutes the amendment and merger into one plan of four
previous option plans and governs options that remain outstanding following the
recapitalization, as well as new option grants. The terms of the new option
grants are as follows:

         - Options to purchase 22,997 common shares were exercisable when
           granted.

         - Options to purchase 30,850 common shares became exercisable in 2002.

         - Options to purchase 6,426 common shares will become exercisable in
           2003.

         - Options to purchase 8,392 common shares will become exercisable in
           2004.

         - Options to purchase 6,250 common shares will become exercisable in
           2005.

         - The remaining options to purchase 513,053 common shares are eligible
           to become exercisable in installments over one to five years based on
           the Company's performance, but, in any case, become exercisable no
           later than nine years after the grant date.

         - These options may be subject to accelerated vesting upon certain
           change in control events based on Odyssey's return on investment.
           Under the Stock Option Plan, the option exercise price equals the
           stock's market price on date of grant. The Company accounts for these
           plans under APB Opinion No. 25, under which no compensation costs
           have been recognized. Had compensation cost for these plans been
           determined consistent with Statement of Financial Accounting
           Standards No. 123, "Accounting for Stock-Based Compensation"
           ("SFAS 123"), the Company's net income (loss) available to common
           shareholders would have been reduced to the following pro forma
           amounts:

                                       53
<PAGE>

<TABLE>
<CAPTION>
                                                                       2002      2001      2000
                                                                     --------   -------   -------
<S>                                                                  <C>        <C>       <C>
Net income (loss) available to
common shareholders:             As Reported                         $(20,263)  $(3,474)  $(4,718)
                                 Deduct: Total stock-based
                                 employee compensation
                                 expense determined under fair
                                 value-based method for all
                                 awards, net of related tax effect       (284)     (633)   (1,068)
                                                                     --------   -------   -------
                                 Pro Forma                           $(20,547)   (4,107)   (5,786)
                                                                     ========   =======   =======
</TABLE>

A summary of the status of the Company's stock option plans at December 31,
2002, 2001, and 2000, and changes during the years then ended is presented in
the table and narrative below:

<TABLE>
<CAPTION>
                                                                  Weighted Average
                                                    Number of    Exercise Price Per
                                                     Shares            Share
                                                    ---------    ------------------
<S>                                                 <C>          <C>
Outstanding at December 31, 1999                      442,283            9.28
Granted at a weighted average fair value of $7.65     473,016           27.00
Exercised                                            (344,353)           8.85
                                                    ---------         -------
Outstanding at December 31, 2000                      570,946           24.22
Granted at a weighted average fair value of $7.65       5,506           27.50
Exercised                                              (9,134)          21.20
Cancelled                                             (26,060)          27.00
                                                    ---------         -------
Outstanding at December 31, 2001                      541,258           24.17
Granted at a weighted average fair value of $5.43     147,225           27.50
Exercised                                              (3,050)           2.29
Cancelled                                             (13,749)          25.21
                                                    ---------         -------
Outstanding at December 31, 2002                      671,684         $ 25.00
                                                    =========         =======
</TABLE>

Price ranges and other information for stock options outstanding at December 31,
2002 are as follows:

<TABLE>
<CAPTION>
                             Outstanding                 Exercisable
                    ------------------------------    ------------------
                              Weighted   Weighted               Weighted
                               Average    Average               Average
Range of Exercise             Exercise   Remaining              Exercise
      Prices        Shares      Price      Life       Shares     Price
-----------------   -------   --------   ---------    -------   --------
<S>                 <C>       <C>        <C>          <C>       <C>
$  1.96 - $  4.00    40,887   $   2.45   1.7 years     40,887   $   2.45
$ 12.50 - $ 12.63     4,929      12.56   4.5            4,929      12.56
$ 16.81 - $ 19.91    38,264      18.11   5.6           38,264      18.11
$ 27.00 - $ 27.50   587,604      27.12   8.0          104,012      27.04
                    -------   --------   ---------    -------   --------
                    671,684   $  25.00   7.5 years    188,092   $  19.50
                    =======   ========   =========    =======   ========
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black Scholes options pricing model with the following weighted average
assumptions used for grants in 2002, 2001, and 2000, respectively:

<TABLE>
<CAPTION>
                            2002       2001       2000
                           -------    -------    -------
<S>                        <C>        <C>        <C>
Risk-free interest rates      3.70%      5.55%      5.55%
Expected dividend yield          0%         0%         0%
Expected lives             6 years    6 years    6 years
Expected volatility           0.00%      0.00%      0.00%
</TABLE>

                                       54
<PAGE>

(b) TREASURY SHARES--

During 2002 and 2001, the Company repurchased common shares from former
employees in conjunction with the facility closing and severance plans discussed
in Note 11. There were 7,459 shares repurchased in 2002 for $205, and 29,288
shares repurchased in 2001 for $979.

(7) RETIREMENT PLANS

(a) COMPANY-SPONSORED PENSION PLANS--

The Company's pension plans cover virtually all hourly employees not covered by
multi-employer pension plans and provide benefits of stated amounts for each
year of credited service. The Company funds such plans at a rate that meets or
exceeds the minimum amounts required by applicable regulations. The plans'
assets are primarily invested in mutual funds comprised primarily of common
stocks and corporate and U.S. government obligations.

The Company provides postretirement health care benefits on a contributory basis
and life insurance benefits for Symons salaried and hourly employees who retired
prior to May 1, 1995.

<TABLE>
<CAPTION>
                                                 PENSION     PENSION         SYMONS             SYMONS
                                                 BENEFITS    BENEFITS    POSTRETIREMENT     POSTRETIREMENT
                                                   2002        2001      BENEFITS 2002      BENEFITS 2001
                                                 --------    --------    --------------     --------------
<S>                                              <C>         <C>         <C>                <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year          $  7,059    $  6,166        $  820             $ 774
Service cost                                          428         439             -                 -
Interest cost                                         502         454            57                61
Amendments                                            120           -             -                 -
Actuarial loss (gain)                                 479         301            27                93
Benefits paid                                        (361)       (301)         (183)             (108)
                                                 --------    --------        ------             -----
Benefit obligation at end of year                $  8,227    $  7,059        $  721             $ 820
                                                 ========    ========        ======             =====

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year   $  6,716    $  6,247        $    -             $   -
Actual return (loss) on plan assets                  (457)        206             -                 -
Employer contribution                                 914         564           183               108
Benefits paid                                        (361)       (301)         (183)             (108)
                                                 --------    --------        ------             -----
Fair value of plan assets at end of year         $  6,812    $  6,716        $    -             $   -
                                                 ========    ========        ======             =====

FUNDED STATUS                                    $ (1,415)   $   (343)       $ (720)            $(820)
Unrecognized prior service cost                       (32)       (147)          192               216
Unrecognized net loss (gain)                        1,402         (94)          (39)              (66)
                                                 --------    --------        ------             -----
Net amount recognized                            $    (45)   $   (584)       $ (567)            $(670)
                                                 ========    ========        ======             =====

AMOUNTS RECOGNIZED IN THE STATEMENT OF
FINANCIAL POSITION CONSIST OF:
Accrued benefit liability                        $ (1,415)   $   (584)       $ (567)            $(670)
Accumulated other comprehensive income              1,370           -             -                 -
                                                 --------    --------        ------             -----
Net amount recognized                            $    (45)   $   (584)       $ (567)            $(670)
                                                 ========    ========        ======             =====

ASSUMPTIONS AS OF DECEMBER 31
Discount rate                                        6.75%       7.25%         6.75%             7.50%
Expected return on plan assets                          8%          8%          N/A               N/A
Rate of compensation increase                         N/A         N/A           N/A               N/A

COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost                                     $    428    $    439        $    -             $   -
Interest cost                                         502         454            57                61
Expected return on plan assets                       (560)       (494)            -                 -
Amortization of prior service cost                     (5)         (6)           24                24
                                                 --------    --------        ------             -----
Net periodic pension cost                        $    365    $    393        $   81             $  85
                                                 ========    ========        ======             =====
</TABLE>

                                       55
<PAGE>

As of December 31, 2002 and 2001, the plan had accumulated benefit obligations
in excess of plan assets and the accumulated benefit obligation was equal to the
projected benefit obligation.

For purposes of determining the liability for other postretirement health care
benefits, the weighted average assumed rate of increase in the per capita cost
of covered benefits is 8.5% for 2003 gradually decreasing from 2004 to 2009
until an ultimate rate of 5.00% is assumed for the years 2010 and beyond.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one percentage point change in assumed
health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
                                            1 Percentage      1 Percentage
                                           Point Increase    Point Decrease
                                           --------------    --------------
<S>                                        <C>               <C>
Effect on total of service and interest
        cost components                         $  6             $  (5)
Effect on the postretirement benefit
        obligation                                91               (81)
</TABLE>

(b) MULTI-EMPLOYER PENSION PLAN--

Approximately 11% of the Company's employees are currently covered by
collectively bargained, multi-employer pension plans. Contributions are
determined in accordance with the provisions of negotiated union contracts and
generally are based on the number of hours worked. The Company does not have the
information available to determine its share of the accumulated plan benefits or
net assets available for benefits under the multi-employer pension plans. The
aggregate amount charged to expense under these plans was $347, $380, and $274,
for the years ended December 31, 2002, 2001, and 2000, respectively.

(c) 401(k) SAVINGS PLAN--

Most employees are eligible to participate in Company sponsored 401(k) savings
plans. Company matching contributions vary from 0% to 50% according to terms of
the individual plans and collective bargaining agreements. The aggregate amount
charged to expense under these plans was $993, $1,000, and $918, for the years
ended December 31, 2002, 2001, and 2000, respectively.

(d) RETIREMENT CONTRIBUTION ACCOUNT--

The Company has a defined contribution plan for substantially all salaried
employees. No contributions are permitted by employees, and the Company
contributes 1.5% to 6.0% of eligible compensation, depending on the age of the
employee. The amount charged to expense for the years ended December 31, 2002,
2001 and 2000 was $1,791, $1,905 and $1,559, respectively.

(8) INCOME TAXES

The following is a summary of the components of the Company's income tax
provision for the years ended December 31, 2002, 2001, and 2000:

<TABLE>
<CAPTION>
                                     2002      2001      2000
                                    -------   -------   -------
<S>                                 <C>       <C>       <C>
Currently payable (receivable):
       Federal                      $(3,397)  $  (258)  $  (857)
       State and local                 (354)      555       165
Deferred (future tax benefit)         3,365    (1,476)     (786)
                                    -------   -------   -------
Total provision (benefit)           $  (386)  $(1,179)  $(1,478)
                                    =======   =======   =======
</TABLE>

                                       56
<PAGE>

The effective income tax rate differs from the statutory federal income tax rate
for the years ended December 31, 2002, 2001, and 2000 for the following reasons:

<TABLE>
<S>                                    <C>      <C>      <C>
Statutory income tax rate               34.0%    34.0%    34.0%
State income taxes (net of federal
       tax benefit)                     (4.1)     4.0      4.3
Nondeductible goodwill
       amortization and other
       permanent differences            (8.6)   (12.7)   (12.0)
Foreign income taxes                   (10.3)       -        -
                                       -----    -----    -----
Effective income tax rate               11.0%    25.3%    26.3%
                                       =====    =====    =====
</TABLE>

The components of the Company's future income tax benefits and deferred tax
liabilities as of December 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                        2002        2001
                                      --------    --------
<S>                                   <C>         <C>
Current deferred taxes:
       Inventory reserves             $    668    $    490
       Accounts receivable reserves        876       2,778
       Accrued liabilities               4,628       4,678
       Other                                22          16
                                      --------    --------
               Total                     6,194       7,962
                                      --------    --------
Long-term deferred taxes:
       Accelerated depreciation        (18,504)    (18,594)
       Other long-term liabilities       3,993       4,271
       Other                             2,592         958
                                      --------    --------
               Total                   (11,919)    (13,365)
                                      --------    --------
               Net deferred taxes     $ (5,725)   $ (5,403)
                                      ========    ========
</TABLE>

For federal income tax purposes, the Company has federal net operating tax loss
carryforwards of $1,769, which expire over a three year period beginning in
2019. The Company also has state net operating tax loss carryforwards of $758,
which expire over a period of five to twenty years beginning in 2006.

(9) SEGMENT REPORTING

In an effort to reduce cost and enhance customer responsiveness, the Company
consolidated its overhead structure from five marketing arms down to two
effective January 1, 2003. Accordingly, the Company changed its reporting as a
result of this consolidation such that it now reports under two segments:
Construction Products Group and Symons. Construction Products Group and Symons
sell primarily to external customers and are differentiated by their products
and services, both of which serve the construction industry. Construction
Products Group sells concrete accessories, which are used in connecting forms
for poured-in-place concrete walls, anchoring or bracing for walls and floors,
supporting bridge framework and positioning steel reinforcing bars; masonry
accessories, which are placed between layers of brick and concrete blocks and
covered with mortar to provide additional strength to walls; paving products
which are used in the construction and rehabilitation of concrete roads,
highways, and airport runways to extend the life of the pavement; and
construction chemicals which are used in conjunction with its other products.
Symons sells and rents reusable engineered forms and related accessories used in
the construction of concrete walls, columns and bridge supports to hold concrete
in place while it hardens and construction chemicals which are used in
conjunction with its other products.

                                       57
<PAGE>

Sales between Construction Products Group and Symons are recorded at normal
selling price by the selling segment and at cost for the buying segment, with
the profit recorded as an intersegment elimination. Segment assets include
accounts receivable; inventories; property, plant, and equipment; rental
equipment; and an allocation of goodwill. Corporate and unallocated assets
include cash, prepaid income taxes, future tax benefits, and financing costs.
Export sales and sales by non-U.S. affiliates are not significant.

Information about the income (loss) of each segment and the reconciliations to
the consolidated amounts for the years ended December 31, 2002, 2001, and 2000
is as follows:

<TABLE>
<CAPTION>
                                             2002         2001         2000
                                           ---------    ---------    ---------
<S>                                        <C>          <C>          <C>
Construction Products Group                $ 274,129    $ 282,375    $ 250,438
Symons                                       124,608      133,116      136,630
                                           ---------    ---------    ---------
Net sales to external customers            $ 398,737    $ 415,491    $ 387,068
                                           =========    =========    =========

Construction Products Group                $  13,123    $  13,990    $  13,578
Symons                                         8,107        7,052        6,243
                                           ---------    ---------    ---------
Net sales to other segments                $  21,230    $  21,042    $  19,821
                                           =========    =========    =========

Construction Products Group                $  28,265    $  29,315    $  30,157
Symons                                        27,076       31,324       16,709
Intersegment Eliminations                    (11,032)     (11,187)      (9,949)
Corporate                                    (47,818)     (54,105)     (42,530)
                                           ---------    ---------    ---------
Income (loss) before income taxes          $  (3,509)   $  (4,653)   $  (5,613)
                                           =========    =========    =========

Construction Products Group                $   6,665    $   6,455    $   4,454
Symons                                        12,417        9,936        5,668
Corporate                                      1,768        1,899        2,491
                                           ---------    ---------    ---------
Depreciation                               $  20,850    $  18,290    $  12,613
                                           =========    =========    =========

Construction Products Group                $     258    $     375    $     335
Symons                                           229           16           16
Corporate                                        116        3,521        2,157
                                           ---------    ---------    ---------
Amortization of goodwill and intangibles   $     603    $   3,912    $   2,508
                                           =========    =========    =========
</TABLE>

Information regarding each segment's assets and the reconciliation to the
consolidated amounts as of December 31, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                  2002         2001
                                --------     --------
<S>                             <C>          <C>
Construction Products Group     $159,955     $150,001
Symons                           115,071      119,854
Corporate and Unallocated         98,945      126,988
                                --------     --------
Total Assets                    $373,971     $396,843
                                ========     ========
</TABLE>

                                       58
<PAGE>

Information regarding capital expenditures by segment and the reconciliation to
the consolidated amounts for the years ended December 31, 2002, 2001 and 2000 is
as follows:

<TABLE>
<CAPTION>
                                               2002        2001        2000
                                             --------    --------    --------
<S>                                          <C>         <C>         <C>
Construction Products Group                  $  7,968    $  6,629    $  8,759
Symons                                          2,520       2,320       1,949
Corporate                                         789         975         970
                                             --------    --------    --------
Property, Plant, and Equipment Additions     $ 11,277    $  9,924    $ 11,678
                                             ========    ========    ========

Construction Products Group                  $    864    $  1,664    $  2,041
Symons                                         17,547      24,269      16,069
                                             --------    --------    --------
Rental Equipment Additions                   $ 18,411    $ 25,933    $ 18,110
                                             ========    ========    ========
</TABLE>

(10) COMMITMENTS AND CONTINGENCIES

(a) OPERATING LEASES--

Rental expense for property, plant and equipment (principally office and
warehouse facilities and office equipment) was $6,318, $6,599, and $4,731, for
the years ended December 31, 2002, 2001 and 2000, respectively. Lease terms
generally range from one to ten years and some contain renewal options.

Aggregate minimum annual rental commitments under non-cancelable operating
leases are as follows:

<TABLE>
<CAPTION>
              Operating Leases    Sale-Leaseback     Total
<S>           <C>                 <C>               <C>
   2003           $ 4,478              $175         $  4,653
   2004             3,262                 -            3,262
   2005             2,540                 -            2,540
   2006             2,048                 -            2,048
   2007               587                 -              587
Thereafter             85                 -               85
                  -------              ----         --------
  Total           $13,000              $175         $ 13,175
                  =======              ====         ========
</TABLE>

(b) LITIGATION--

Symons was a defendant in a civil suit brought by EFCO Corp., a competitor of
Symons in one portion of their business. EFCO Corp. alleged that Symons engaged
in false advertising, misappropriation of trade secrets, intentional
interference with contractual relations, and certain other activities. After a
jury trial, preliminary damages of approximately $14,100 were awarded against
Symons in 1999, and both parties were enjoined from engaging in certain conduct.
The Company recorded a $15,000 charge in the second quarter of 2000 after its
unsuccessful appeal.

In October 2000, Symons satisfied the judgment of $14,100, post-judgment
interest of $1,134, and reimbursement of EFCO's defense costs of $107, by
payment to EFCO from the Company's cash on hand and from the Company's revolving
credit facility.

Symons has made a claim to its primary and excess insurance carriers for
"advertising injury" and other claims under its insurance policies to recover
its defense costs and for indemnification of the false advertising and the
misappropriation of trade secrets portions of the EFCO judgment. From time to
time, the Company is involved in various legal proceedings arising out of the
ordinary course of business. None of the matters in which the Company is
currently involved, either individually, or in the aggregate, is expected to
have a material adverse effect on the Company's business or financial condition.

                                       59
<PAGE>

(c) SELF-INSURANCE--

The Company is self-insured for certain of its group medical, workers'
compensation and product and general liability claims. The Company has stop loss
insurance coverage at various per occurrence and per annum levels depending on
the type of claim. The Company consults with third party administrators to
estimate the reserves required for these claims. No material revisions were made
to the estimates for the years ended December 31, 2002, 2001 and 2000. The
Company has reserved $6,890, and $6,911 as of December 31, 2002 and 2001,
respectively.

(d) SEVERANCE OBLIGATIONS--

The Company has employment agreements with its executive management and
severance agreements with certain of its key management-level personnel, with
annual base compensation ranging in value from $80 to $390. The agreements
generally provide for salary continuation in the event of termination without
cause for periods of one to two years. The agreements also contain certain
non-competition clauses. As of December 31, 2002, the remaining aggregate
commitment under these severance agreements if all individuals were terminated
without cause was approximately $3,932.

(11) FACILITY CLOSING AND SEVERANCE EXPENSES

         During 2000, as a result of the acquisition of Conspec, we approved and
began implementing a plan to consolidate certain of our existing operations.
Activity for this plan for the years ended December 31, 2000, 2001 and 2002 was
as follows:

<TABLE>
<CAPTION>
                                                                                          OTHER
                                            INVOLUNTARY       LEASE       RELOCATION      POST-
                                            TERMINATION    TERMINATION        OF         CLOSING
                                              BENEFITS        COSTS       OPERATIONS       COSTS          TOTAL
                                            -----------    -----------    -----------   -----------    -----------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                         <C>            <C>            <C>           <C>            <C>
Facility closing and severance
expenses ................................   $       834    $       553    $         -   $       697    $     2,084
Items charged against reserve ...........           (96)           (13)             -          (122)          (231)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2000 ..............           738            540              -           575          1,853
Facility closing and severance
expenses ................................             -              -              -             -              -
Items charged against reserve ...........          (738)           (50)             -          (398)        (1,186)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2001 ..............             -            490              -           177            667
Facility closing and severance
expenses ................................             -              -              -             -              -
Items charged against reserve ...........             -           (221)             -           (84)          (305)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2002 ..............   $         -    $       269    $         -   $        93    $       362
                                            ===========    ===========    ===========   ===========    ===========
</TABLE>

         The remaining lease termination costs are expected to be paid through
2007, and the remaining other post-closing costs are expected to be paid in
2003.

                                       60
<PAGE>

         During 2001, we approved and began implementing a plan to exit certain
of our manufacturing and distribution facilities and to reduce overall headcount
in order to keep our cost structure in alignment with net sales. Activity for
this plan for the years ended December 31, 2001 and 2002 was as follows:

<TABLE>
<CAPTION>
                                                                                          OTHER
                                            INVOLUNTARY       LEASE       RELOCATION      POST-
                                            TERMINATION    TERMINATION        OF         CLOSING
                                              BENEFITS        COSTS       OPERATIONS       COSTS         TOTAL
                                            -----------    -----------    -----------   -----------    -----------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                         <C>            <C>            <C>           <C>            <C>
Facility closing and severance
expenses ................................   $     3,287    $       685    $         -   $       786    $     4,758
Items charged against reserve ...........        (2,356)          (161)             -             -         (2,517)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2001 ..............           931            524              -           786          2,241
Facility closing and severance
expenses ................................             -              -            108             -            108
Items charged against reserve ...........          (931)          (314)          (108)         (475)        (1,828)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2002 ..............   $         -    $       210    $         -   $       311    $       521
                                            ===========    ===========    ===========   ===========    ===========
</TABLE>

         The remaining balance is expected to be paid through 2004, and the
other post-closing costs are expected to be paid in 2003.

         During 2002, we approved and began implementing a plan to exit certain
of our distribution facilities and to reduce overall headcount in order to keep
our cost structure in alignment with net sales. Activity for this plan for the
years ended December 31, 2002 was as follows:

<TABLE>
<CAPTION>
                                                                                          OTHER
                                            INVOLUNTARY       LEASE       RELOCATION      POST-
                                            TERMINATION    TERMINATION        OF         CLOSING
                                             BENEFITS        COSTS        OPERATIONS       COSTS         TOTAL
                                            -----------    -----------    -----------   -----------    -----------
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                         <C>            <C>            <C>           <C>            <C>
Facility closing and severance
expenses ................................   $     4,441    $       650    $         -   $       200    $     5,291
Items charged against reserve ...........        (2,029)          (566)             -          (200)        (2,795)
                                            -----------    -----------    -----------   -----------    -----------
Balance, December 31, 2002 ..............   $     2,412    $        84    $         -   $         -    $     2,496
                                            ===========    ===========    ===========   ===========    ===========
</TABLE>

The remaining balance is expected to be paid through 2004, and the other
post-closing costs are expected to be paid in 2003.

(12) RELATED PARTY TRANSACTIONS

During 2002, the Company reimbursed Odyssey for $228 of out-of-pocket expenses.
In conjunction with the acquisition of Aztec Concrete Accessories, Inc.
("Aztec"), the Company paid Odyssey a $350 fee, plus out-of-pocket expenses of
$107 during 2001. In conjunction with the recapitalization and the related
financing transactions, the Company paid Odyssey a fee of $4,000, plus
out-of-pocket expenses of $699 during 2000.

                                       61
<PAGE>

(13) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    2002
                                         -----------------------------------------------------------
                                           First       Second       Third      Fourth        Full
       Quarterly Operating Data           Quarter      Quarter     Quarter     Quarter       Year
--------------------------------------   ---------    ---------   ---------   ---------    ---------
<S>                                      <C>          <C>         <C>         <C>          <C>
Net sales (as restated)                  $  82,772    $ 112,214   $ 110,526   $  93,225    $ 398,737
Gross profit                                26,517       36,587      36,623      29,149      128,876
Income (loss) before cumulative effect
  of change in accounting principle         (3,010)       2,890       2,587      (5,590)      (3,123)
</TABLE>

<TABLE>
<CAPTION>
                                                     2001
                          -----------------------------------------------------------
                            First       Second       Third      Fourth        Full
Quarterly Operating Data   Quarter      Quarter     Quarter     Quarter       Year
------------------------  ---------    ---------   ---------   ---------    ---------
<S>                       <C>          <C>         <C>         <C>          <C>
Net sales (as restated)   $  88,312    $ 116,806   $ 115,650   $  94,723    $ 415,491
Gross profit                 26,610       40,847      39,357      32,456      139,270
Net income (loss)            (4,591)       1,245       2,000      (2,128)      (3,474)
</TABLE>

<TABLE>
<CAPTION>
                                                                    2000
                                          -----------------------------------------------------------
                                            First       Second       Third      Fourth        Full
       Quarterly Operating Data            Quarter      Quarter     Quarter     Quarter       Year
---------------------------------------   ---------    ---------   ---------   ---------    ---------
<S>                                       <C>          <C>         <C>         <C>          <C>
Net sales (as restated)                   $  81,305    $102,086    $ 113,263   $  90,413    $ 387,068
Gross profit                                 27,131      37,233       41,970      31,988      138,322
Income (loss) before extraordinary item         473      (7,784)       3,870        (694)      (4,135)
</TABLE>

(14) RESTATEMENT

Subsequent to the issuance of the Company's December 31, 2002 consolidated
financial statements, management restated the Company's December 31, 2002, 2001
and 2000 consolidated statements of operations to reflect the application of
Emerging Issues Task Force (EITF) 00-10, "Accounting for Shipping and Handling
Fees and Costs" which was required to be adopted by the Company in the year
ended December 31, 2000. EITF 00-10 requires that all shipping and handling
costs billed to customers be recorded as sales and the actual costs incurred be
recorded as a component of cost of sales. Before adopting EITF 00-10, the
Company netted freight costs against freight revenue.

As a result of adopting EITF 00-10, the Company's December 31, 2002, 2001 and
2000 net sales and cost of sales both increased by approximately $20,453,
$21,791 and $19,223, respectively, to reflect the inclusion of shipping revenues
and costs, but there was no effect on previously reported gross profit, income
from operations, net income (loss), cash flows or financial position. The
effects of the restatement on the years ended December 31, 2002, 2001 and 2000
are as follows (in thousands):

<TABLE>
<CAPTION>
                    December 31, 2002            December 31, 2001              December 31, 2000
                -------------------------    --------------------------    ---------------------------
                As Reported   As Restated    As Reported    As Restated    As Reported     As Restated
                -----------   -----------    -----------    -----------    -----------     -----------
<S>             <C>           <C>            <C>            <C>            <C>             <C>
Sales           $   378,284   $   398,737    $   393,700    $   415,491    $   367,845     $   387,068
Cost of Sales       249,408       269,861        254,430        276,221        229,523         248,746
                -----------   -----------    -----------    -----------    -----------     -----------
Gross Profit    $   128,876   $   128,876    $   139,270    $   139,270    $   138,322     $   138,322
                ===========   ===========    ===========    ===========    ===========     ===========
</TABLE>

(15) SUBSEQUENT EVENT

(a) ACQUISITION--

On July 29, 2003, the Company completed the acquisition of substantially all of
the fixed assets and rental fleet assets of Safway Formwork Systems, L.L.C. for
$19,965 plus $535 in acquisition costs. The purchase price was comprised of
$13,000 in cash and a non-interest bearing (other than in the case of default)
senior unsecured

                                       62
<PAGE>

note payable to the seller with a present value of $6,965 and a face amount of
$12,000. The note was issued at a discount, is being accreted to the face value
using the effective interest method and is reflected as interest expense. The
first $250 installment payment on the note was paid on September 30, 2003, and
an additional $750 is due on December 31, 2003. Thereafter, annual payments of
$1,000 are due on September 30 of each year from 2004 through 2008, with a final
balloon payment of $6,000 due on December 31, 2008. For purposes of calculating
the net present value of the senior unsecured note, the Company has used an
interest rate of 14.5%. The $13,000 of cash was funded through the issuance by
the Company of 541,667 common shares valued at $13,000 in the aggregate to the
Company's majority shareholder. The $535 in acquisition costs was funded through
borrowings on the revolving credit facility.

The acquisition will be accounted for as a purchase, and the results of Safway
have been included in the Company's consolidated financial statements from the
date of acquisition. The purchase price has been allocated based on the
estimated fair value of the assets acquired, as follows:

<TABLE>
<S>                                              <C>
Rental equipment .............................   $ 20,035
Property, plant and equipment ................        500
Covenants not to compete .....................        465
Payable for covenants not to compete .........       (465)
                                                 --------
Purchase price ...............................   $ 20,535
                                                 ========
</TABLE>

This allocation may change, as the Company's independent appraisal of the assets
acquired and evaluations of costs to exit Safway's facilities has not been
completed.

(b) SENIOR SECURED NOTES OFFERING

On June 9, 2003, the Company completed an offering of $165,000 of senior secured
notes in a private placement. The notes mature in June 2008 and were issued at a
discount, which is being accreted to the face value using the effective interest
method and is reflected as interest expense. The proceeds of the offering were
$156,895 and were used to repay the Company's acquisition credit facility, term
loan tranche A, term loan tranche B, and a portion of the revolving credit
facility. As a result of the transaction, the Company incurred a loss on the
early extinguishment of long-term debt of $2,550.

                                       63
<PAGE>

                                       64
<PAGE>

                  DAYTON SUPERIOR CORPORATION AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                     Additions                       Deductions
                                        ---------------------------------      -----------------------
                                                                               Charges for
                                                                                  Which
                                        Balance at    Charged to                Reserves       Balance
                                        Beginning     Costs and                   Were         at End
                                         of year       Expenses     Other        Created       of Year
                                        ----------    ----------    -----      -----------     -------
<S>                                     <C>           <C>           <C>        <C>             <C>
Allowances for Doubtful Accounts and
Sales Returns and Allowances

For the year ended December 31, 2002    $    7,423    $    1,848    $   -      $    (4,410)    $ 4,861

For the year ended December 31, 2001         5,331         2,156      102 (1)         (166)      7,423

For the year ended December 31, 2000         5,589         2,740        -           (2,998)      5,331
</TABLE>

----------

(1) Acquisition of BarLock and Aztec Concrete Accessories, Inc.

                                       65
<PAGE>

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

        As discussed in the Current Report on Form 8-K that we filed with the
        Commission on June 10, 2002, we appointed Deloitte & Touche LLP as our
        new independent public accountant effective as of June 10, 2002 and we
        dismissed Arthur Andersen LLP as our independent public accountant
        effective as of June 10, 2002.

                                       66
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, age and position of our executive
officers and directors as of September 26, 2003.

<TABLE>
<CAPTION>
        Name              Age                             Position
----------------------    ---    ---------------------------------------------------------------
<S>                       <C>    <C>
John A. Ciccarelli         64    Chairman of the Board of Directors
Stephen R. Morrey          48    President, Chief Executive Officer and Director
Raymond E. Bartholomae     57    Vice President and General Manager, Symons
Dennis P. Haggerty         52    Vice President, Supply Chain Management
Steven C. Huston           49    Vice President, General Counsel and Secretary
Mark K. Kaler              46    Vice President and General Manager, Construction Products Group
Edward J. Puisis           42    Vice President and Chief Financial Officer
Thomas W. Roehrig          38    Vice President of Corporate Accounting
Stephen Berger             64    Director
William F. Hopkins         40    Director
Douglas W. Rotatori        43    Director
</TABLE>

         John A. Ciccarelli has been a Director since 1994 and Chairman of our
Board of Directors since 2000. Mr. Ciccarelli was President and Chief Executive
Officer from 1989 until 2002.

         Stephen R. Morrey has been President, Chief Executive Officer and a
Director since July 2002. From June 2001 to July 2002, Mr. Morrey was President
of Alcoa Automotive Castings. From 1999 to June 2001, he was Vice President of
Operations for the Occupant Safety Systems Division of TRW. From 1995 to 1999,
Mr. Morrey served as Vice President of Operations for the Airbags Worldwide,
Steering Wheels North America Division of TRW.

         Raymond E. Bartholomae has been employed by Symons since January 1970
and has been Vice President and General Manager, Symons, since February 1998.

         Dennis P. Haggerty has been Vice President, Supply Chain Management
since October 2002. From October 2001 to October 2002, he was Director of
Business Development/Quality for Alcoa Automotive Castings. From February 2000
to October 2001, he was Executive Vice President for Ventra Plastics. From May
1999 to February 2000, Mr. Haggerty was Vice President for Ventra Plastics
Europe. From 1997 to May 1999, he served as Director of Operations for TRW.

         Steven C. Huston has been Vice President, General Counsel and Secretary
since January 2003. From January 2002 to January 2003, he was Deputy General
Counsel and Assistant Secretary. Mr. Huston was in private practice from
February 2001 through December 2001, and prior to that, served as Counsel--North
America for Wm. Wrigley Jr. Company from March 1997 to February 2001.

         Mark K. Kaler has been Vice President and General Manager, Construction
Products Group since October 2002. From April 1996 to October 2002, Mr. Kaler
was Vice President and General Manager, American Highway Technology.

         Edward J. Puisis has been Vice President and Chief Financial Officer
since August 2003. From March 1998 to August 2003 Mr. Puisis was General Manager
of Finance and Administration and Chief Financial Officer of Gallatin Steel
Company, a partnership owned by Dafasco and Gerdau Ameristeel.

         Thomas W. Roehrig has been Treasurer since August 2003 and Vice
President of Corporate Accounting since February 2003. From April 1998 to
February 2003, Mr. Roehrig served as Corporate Controller.

                                       67
<PAGE>

Stephen Berger is currently chairman of Odyssey Investment Partners, LLC. Prior
to joining Odyssey Investment Partners, LLC, Mr. Berger was a general partner of
Odyssey Partners, LP from 1993 through 1997. Mr. Berger also served as a
director of Transdigm, Inc., a supplier of highly engineered commercial and
military aircraft parts from 1998 to July 2003.

William F. Hopkins has been a member and Managing Principal of Odyssey
Investment Partners, LLC since 1997. From 1994 to 1996, Mr. Hopkins was a
principal in the private equity investing group of Odyssey Partners, LP. Mr.
Hopkins also served as a director of Transdigm, Inc. from 1998 to July 2003, a
supplier of highly engineered commercial and military aircraft parts.

Douglas W. Rotatori has been a principal of Odyssey Investment Partners, LLC
since 1998. From 1995 to 1998, Mr. Rotatori was a principal with Wellspring
Capital Management, LLC.

We have five directors. Each director is elected to serve until the next annual
meeting of shareholders or until a successor is elected. Our executive officers
are elected by the directors to serve at the pleasure of the directors. There
are no family relationships between any of our directors or executive officers.
Our directors, all of whom are employed by us or Odyssey, do not receive any
compensation for their service as directors.

ITEM 11. EXECUTIVE COMPENSATION

The following table summarizes the 2002, 2001, and 2000 compensation for our
chairman, the chief executive officer and each of the other four most highly
compensated executive officers who were serving as executive officers at
December 31, 2002.

<TABLE>
<CAPTION>

                                                                                       LONG-TERM
                                                                                      COMPENSATION
                                            ANNUAL COMPENSATION               -----------------------------
                                     ----------------------------------           AWARDS          PAYOUTS
                                                           OTHER ANNUAL       --------------    -----------
                                      SALARY     BONUS     COMPENSATION           SHARES         LONG TERM
    NAME AND PRINCIPAL               --------              ------------         UNDERLYING       INCENTIVE         ALL OTHER
        POSITION             YEAR      ($)        ($)          ($)            OPTIONS (#)(2)    PAYOUTS ($)    COMPENSATION($)(1)
--------------------------   ----    --------   --------   ------------       --------------    -----------    -----------------
<S>                          <C>     <C>        <C>        <C>                <C>               <C>            <C>
John A. Ciccarelli           2002    $390,000   $100,000   $          0                    0    $         0    $           16,000
   Chairman of the Board     2001     380,769     91,475              0                    0              0                13,600
   of Directors              2000     347,981    300,000              0              120,072              0                13,000

Stephen R. Morrey            2002    $173,077   $235,000   $     77,102(3)           100,000    $         0    $                0
   President and Chief
   Executive Officer

Raymond E. Bartholomae       2002    $210,000   $120,000   $          0                    0    $         0    $           16,000
   Vice President and        2001     206,750     90,000              0                    0              0                13,600
   General Manager,          2000     197,000    121,404              0               46,688              0                10,600
   Symons

Mark K. Kaler                2002    $184,077   $110,000   $          0                    0    $         0    $           13,000
   Vice President and        2001     149,231    160,214              0                    0              0                 7,650
   General Manager,          2000     129,250    110,000              0               44,496              0                 7,400
   Construction Products
   Group

Alan F. McIlroy(4)           2002    $240,000   $ 45,000   $          0                    0    $         0    $           13,000
   Vice President and        2001     236,539     96,406              0                    0              0                11,050
   Chief Financial Officer   2000     223,577    130,000              0               46,688              0                10,600

Michael C. Deis, Sr.         2002    $230,000   $ 35,000   $          0                    0    $         0    $           13,000
   Vice President of         2001     220,769     44,926              0                    0              0                11,050
   Operations, Supply        2000     184,904    120,000              0               68,543              0                10,600
   Chain Group
</TABLE>

                                       68
<PAGE>

(1) Consists of:

<TABLE>
<CAPTION>
                  Matching 401(k) Contributions   Contributions to 401(k) Savings Plan
                  -----------------------------   ------------------------------------
                   2002       2001       2000          2002       2001       2000
                  -------    -------    -------       -------    -------    -------
<S>               <C>        <C>        <C>           <C>        <C>        <C>
Mr. Ciccarelli    $ 4,000    $ 3,400    $ 3,400       $12,000    $10,200    $ 9,600
Mr. Morrey              0          0          0             0          0          0
Mr. Bartholomae     4,000      3,400      3,400        12,000     10,200      7,200
Mr. Kaler           4,000      3,400      3,400         9,000      4,250      4,000
Mr. McIlroy         4,000      3,400      3,400         9,000      7,650      7,200
Mr. Deis            4,000      3,400      3,400         9,000      7,650      7,200
</TABLE>

(2) Options to purchase common shares were granted under our stock option plans
at an exercise price of $27.50 per share (in the case of options granted in
2002), $27.00 per share (in the case of options granted in 2000). The 2002 and
2000 options become exercisable based on a combination of service and
performance factors.

(3) Relocation expense paid by us of $70,402, car allowance of $6,325 and excess
group term life insurance benefits of $375.

(4) Mr. McIlroy, our former chief financial officer, resigned effective August
8, 2003. In connection with Mr. McIlroy's severance, Mr. McIlroy received a
lump-sum payment of approximately $207,000, 24 months of salary continuation and
a prorated bonus for 2003. All of his unexercised options were cancelled.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of Messrs. Ciccarelli,
Morrey, Bartholomae, Kaler and Deis and four other executive officers.
Generally, each employment agreement provides:

         - The term of employment is from one to four years from the date the
         agreement was signed.

         - The annual base salary, which may be increased by our Board of
         Directors in its discretion is as follows:

<TABLE>
<S>                                   <C>
John A. Ciccarelli ................   $390,000
Stephen R. Morrey .................    375,000
Raymond E. Bartholomae ............    235,000
Mark K. Kaler .....................    227,000
Michael C. Deis, Sr. ..............    230,000
</TABLE>

         - Each executive officer is entitled to participate in our executive
         annual bonus plan and in our various other employee benefit plans and
         arrangements which are applicable to senior officers.

         - If an executive officer is terminated without cause during the term
         of his employment agreement, he will be entitled to receive a pro rata
         share of his bonus for the year of termination, to continue to receive
         his annual base salary for a period of 12 or 24 months and to continue
         coverage under our medical and dental programs for from one to three
         years on the same basis as he was entitled to participate prior to his
         termination.

         - Each executive officer is prohibited from competing with us during
         the term of his employment under the employment agreement and for from
         one to two years following termination of his employment or expiration
         of the term of his employment agreement. If an executive officer
         continues to provide services to us following the expiration of the
         term of his employment agreement, however, and we then terminate his
         employment without cause, he will be prohibited from competing with us
         during the following two-year period only if we elect to pay him a pro
         rata share of his bonus for the year of termination, continue his
         annual base salary for a period of 24 months, and continue his coverage
         under our medical and dental programs for one year.

         Mr. Morrey's employment agreement differs from the other agreements
described above in the following respects:

                                       69
<PAGE>

         - He serves as a director as well as President and Chief Executive
         Officer.

         - His agreement automatically will be extended for additional one-year
         periods unless either of us notifies the other of termination not later
         than 90 days before the end of a term.

         - He received in 2002 a one-time signing bonus of $100,000 and
         reimbursement for certain expenses he incurred in connection with his
         move to the Dayton, Ohio area. He also received in 2002 a loan in the
         amount of $350,000 (which is fully recourse to him only with respect to
         $175,000), which he applied toward the purchase of 14,545 of our common
         shares at a price of $27.50 per share.

         - He receives an annual car allowance, payment of the annual membership
         fee in a country, alumni or social club of his choice and hanger fees
         for his personal aircraft (up to a specified maximum amount), payment
         for reasonable expenses incurred by him for professional assistance
         with taxes and financial management consistent with our current
         practices and reimbursement for reasonable travel and business expenses
         incurred by him in the use of his personal aircraft for performance of
         his duties, in accordance with our procedures.

Mr. Ciccarelli's employment agreement differs from the other agreements
described above in the following respects:

         - He serves as non-executive Chairman of the Board.

         - He is employed through December 31, 2004, which is his retirement
         date.

         - His salary is fixed, and he is not entitled to receive a cash bonus
         for any year after 2002.

         - He receives an annual car allowance, payment of annual membership
         fees for membership in two country, alumni, or social clubs of his
         choice and payment for reasonable expenses incurred by him for
         professional assistance with taxes and financial management, consistent
         with our current practices.

         - If he elects in the future to purchase common shares pursuant to the
         exercise of pre-emptive rights, we or one of our affiliates will lend
         him up to $500,000 to pay for the shares. The loan will be secured by
         the shares purchased and will be on a recourse basis with interest at
         the applicable federal rate, although payment of the interest will be
         deferred until the shares are sold.

         - He may, through July 15, 2007 (unless his employment is terminated by
         us for cause or by him without good reason) require us to purchase some
         of his common shares at their fair market value if our EBITDA reaches
         specified levels. If he intends to exercise stock options, we or an
         affiliate will lend him the amount of the exercise price plus the
         amount of his income tax liability. This loan generally would be on the
         same terms as the loan to purchase shares described above.

         - He grants to Odyssey Investment Partners Fund, LP an irrevocable
         proxy to vote his common shares.

                                       70
<PAGE>

MANAGEMENT STOCKHOLDERS' AGREEMENT

         In connection with the consummation of the recapitalization, we along
with Odyssey and our employee stockholders, including the officers named in the
Summary Compensation Table (the "Management Stockholders"), entered into a
Management Stockholders' Agreement (the "Management Stockholders' Agreement")
which governs our common shares, options to purchase our common shares and
shares acquired upon exercise of options.

         The Management Stockholders' Agreement provides that except for certain
transfers to family members and family trusts, no Management Stockholder may
transfer common stock except in accordance with the Management Stockholders'
Agreement.

         The Management Stockholders' Agreement also provides that, upon
termination of the employment of a Management Stockholder, the Management
Stockholder has certain put rights and we have certain call rights regarding his
or her common stock.

         If the provisions of any law, the terms of credit and financing
arrangements or our financial circumstances would prevent us from making a
repurchase of shares pursuant to the Management Stockholders' Agreement, we will
not make the purchase until all such prohibitions lapse, and will then also pay
the Management Stockholder a specified rate of interest on the repurchase price.

         The Management Stockholders' Agreement further provides that in the
event of certain transfers of common shares by Odyssey, the Management
Stockholders may participate in such transfers and/or Odyssey may require the
Management Stockholders to transfer their shares in such transactions, in each
case on a pro rata basis.

         Certain Management Stockholders are entitled to participate on a pro
rata basis with, and on the same terms as, Odyssey in any future offering of
common shares.

                                       71
<PAGE>

FISCAL 2002 STOCK OPTION GRANTS

         The stock options granted in 2002 to Stephen R. Morrey in the Summary
Compensation Table are shown in the following table. The table also shows the
hypothetical gains that would exist for the options at the end of their ten year
terms, assuming compound rates of stock appreciation of 5% and 10%,
respectively. The actual future value of the options will depend on the market
or appraised value of the common shares.

<TABLE>
<CAPTION>
                              Option Grants in Last Fiscal Year
                     ----------------------------------------------------
                                        Individual Grants
                     ----------------------------------------------------
                      Number of      % of Total                              Potential Realizable Value at
                       Shares          Options                                  Assumed Annual Rates of
                     Underlying      Granted to    Exercise                  Stock Price Appreciation for
                       Options        Employees     Price      Expiration             Option Term
      Name           Granted (#)       in 2002      ($/Sh)        Date       -----------------------------
-----------------    -----------     ----------    --------    ----------        5%($)          10%($)
<S>                  <C>             <C>           <C>         <C>           <C>              <C>
Stephen R. Morrey        100,000(1)        67.9%   $  27.50      7/15/12     $  1,072,896     $  3,208,905
</TABLE>

(1) All options were granted under the 2000 Stock Option Plan effective June 16,
2000 with an exercise price of $27.50 per share, which represents the fair
market value of a Common Share on the date the options were granted. The options
are divided into two different parts, both of which have a different vesting
schedule. All unvested options will become fully exercisable upon a change in
control (as defined in the 2000 Stock Option Plan), if Odyssey receives at least
a targeted return on its investment.

FISCAL YEAR-END OPTION VALUES

The number and value of options exercised and the number and value of all
unexercised options held by each of the executive officers named in the Summary
Compensation Table at December 31, 2002 are shown in the following table.

               Aggregated Option Exercises in Last Fiscal Year and
                          Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                                          Number of Shares Underlying   Value of Unexercised In-the-
                                                            Unexercised Options at            Money Options at
                             Shares                             12/31/02 (#)                  12/31/02 ($)(1)
                          Acquired on        Value        ---------------------------   ----------------------------
       Name               Exercise (#)    Realized ($)     Exercisable/Unexercisable     Exercisable/Unexercisable
----------------------    ------------    ------------    ---------------------------   ----------------------------
<S>                       <C>             <C>             <C>                           <C>
John A. Ciccarelli             -               -                  37,051/83,021                       $0/$0
Stephen R. Morrey              -               -                   6,250/93,750                         0/0
Raymond E. Bartholomae         -               -                  11,352/38,541                    20,135/0
Mark K. Kaler                  -               -                  19,575/36,617                   251,660/0
Alan F. McIlroy                -               -                  27,076/38,541                   136,015/0
Michael C. Deis, Sr.           -               -                  22,756/56,343                   226,386/0
</TABLE>

(1) Represents the excess of $24.00, the fair market value as of December 31,
2002 based on an independent appraisal, over the aggregate option exercise
price.

                                       72
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,
         DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS.

The following table sets forth information with respect to the beneficial
ownership of our common shares as of December 1, 2003 by:

         - each person known by us to beneficially own more than 5% of our
           common shares;

         - each of our directors and executive officers; and

         - all of our directors and executive officers as a group.

We have determined beneficial ownership as reported below in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Beneficial
ownership generally includes sole or shared voting or investment power with
respect to the shares and includes the number of common shares subject to all
outstanding options. The percentages of our outstanding common shares are based
on 4,554,269 shares outstanding, except for certain parties who hold options
that are exercisable into common shares within 60 days. The percentages for
those parties who hold options that are exercisable within 60 days are based on
the sum of 4,554,269 shares outstanding plus the number of common shares subject
to options exercisable within 60 days held by them and no other person, as
indicated in the notes following the table. The number of common shares
beneficially owned has been determined by assuming the exercise of options
exercisable into common shares within 60 days. Unless otherwise indicated,
voting and investment power are exercised solely by each individual and/or a
member of his household.

<TABLE>
<CAPTION>
                                                        Number of Common
                                                       Shares Beneficially    % of Common
Name of Beneficial Owner:                                     Owned             Shares
---------------------------------------------------    -------------------    -----------
<S>                                                    <C>                    <C>
Odyssey (1)                                                 4,208,317            92.4
Peter J. Astrauskas                                               400              *
Raymond E. Bartholomae (2)                                     33,629              *
Stephen Berger (3)                                          4,208,317            92.4
John A. Ciccarelli (4)                                         76,312             1.7
Dennis P. Haggerty (5)                                          5,500              *
Steven C. Huston (6)                                            1,760              *
William F. Hopkins(3)                                       4,208,317            92.4
Mark K. Kaler (7)                                              48,686             1.1
Edward J. Puisis (8)                                            5,624              *
Stephen R. Morrey(9)                                           39,546              *
Thomas W. Roehrig (10)                                          4,385              *
Douglas Rotatori(3)                                         4,208,317            92.4
All executive officers and directors as a group (12
    persons)(11)                                            4,424,159            95.0
</TABLE>

* Signifies less than 1%.

(1) Consists of 4,208,317 common shares owned in the aggregate by Odyssey
Investment Partners Fund, LP (the "Fund"), certain of its affiliates and certain
co-investors (together with the Fund, "Odyssey"). Odyssey Capital Partners, LLC
is the general partner of the Fund. Odyssey Investment Partners, LLC is the
manager of the Fund. The principal business address for Odyssey is 280 Park
Avenue, West Tower, 38th Floor, New York, New York.

(2) Includes 12,552 common shares issuable upon exercise of options exercisable
within 60 days.

(3) Consists of 4,208,317 common shares owned in the aggregate by Odyssey.
Messrs. Berger and Hopkins are managing members of the Odyssey Capital Partners,
LLC and Odyssey Investment Partners, LLC and, therefore, may each be deemed to
share voting and investment power with respect to the shares deemed to be
beneficially owned by Odyssey. Mr. Rotatori is a member of Odyssey Investment
Partners, LLC. Each of Messrs. Berger, Hopkins and Rotatori disclaim beneficial
ownership of these shares.

(4) Includes 37,051 common shares issuable upon exercise of options exercisable
within 60 days.

                                       73
<PAGE>

(5) Includes 3,500 common shares issuable upon exercise of options exercisable
within 60 days.

(6) Includes 760 common shares issuable upon exercise of options exercisable
within 60 days.

(7) Includes 20,775 common shares issuable upon exercise of options exercisable
within 60 days.

(8) Includes 4,582 common shares issuable upon exercise of options exercisable
within 60 days.

(9) Includes 25,000 common shares issuable upon exercise of options exercisable
within 60 days.

(10) Includes 585 common shares issuable upon exercise of options exercisable
within 60 days.

(11)As described in note 3, Messrs. Berger and Hopkins may each be deemed to
share voting and investment power with respect to the shares beneficially owned
by Odyssey and Messrs. Berger, Hopkins and Rotatori disclaim beneficial
ownership of the shares beneficially owned by Odyssey. Excluding the shares
deemed to be owned by Odyssey, all executive officers and directors as a group
beneficially own 215,841 common shares.

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                              Number of securities
                                                                             remaining available for
                         Number of securities                                 future issuance under
                          to be issued upon          Weighted-average          equity compensation
                             exercise of            exercise price of           plans (excluding
                         outstanding options,      outstanding options,      securities reflected in
                         warrants and rights       warrants and rights             column (a))
   Plan Category                 (a)                       (b)                         (c)
---------------------    --------------------      --------------------      -----------------------
<S>                      <C>                       <C>                       <C>
Equity compensation
plans approved by
security holders                 671,684                  $25.00                       35,386
---------------------    ---------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders                       -                       -                            -
---------------------    ---------------------------------------------------------------------------
Total                            671,684                  $25.00                       35,386
---------------------    ---------------------------------------------------------------------------
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

EMPLOYMENT AND ROLLOVER AGREEMENTS

In connection with the 2000 recapitalization, we entered into employment and
other "rollover" agreements with John A. Ciccarelli, Raymond E. Bartholomae and
Mark K. Kaler, each of whom is an executive officer, and with Alan F. McIlroy,
our former chief financial officer. Generally, the "rollover" agreements
required each executive officer to retain common shares and, in most cases,
stock options, with a specified aggregate value following the recapitalization.
In some cases, the executive officer has agreed to exercise stock options in
order to obtain some of the common shares which he has agreed to retain
following the recapitalization. These agreements provided that if the executive
officer exercised stock options in order to obtain some of the common shares he
is required to retain and he so requested, we made a non-interest bearing,
recourse loan to him in an amount equal to the exercise price of the options
plus the estimated federal and state income tax liability he incurred in
connection with the exercise. If the executive officer purchased some of the
common shares he is required to retain and he so

                                       74
<PAGE>

requested, we made a 6.39% interest deferred recourse loan to him. These loans
are secured by a pledge of the shares issued.

As of September 26, 2003, the amounts outstanding were $68,987 for Mr.
Ciccarelli, $369,989 for Mr. Morrey, $551,397 for Mr. Bartholomae, $287,981 for
Mr. Kaler, and $177,379 for Mr. McIlroy. These amounts were also the largest
amounts outstanding for these loans during the period January 1, 2000 through
September 26, 2003, except for Mr. McIlroy, for whom the largest amount was
$289,159.

ODYSSEY FINANCIAL SERVICES

During 2002, we reimbursed Odyssey for $228,000 of out-of-pocket expenses for
travel, lodging and meals. In connection with the acquisition of Aztec Concrete
Accessories, Inc. in 2001, we paid Odyssey a fee of $350,000. also, in 2001, we
reimbursed Odyssey for $107,000 of out-of-pocket expenses for travel, lodging
and meals.

MANAGEMENT STOCKHOLDERS' AGREEMENT

In connection with the consummation of the recapitalization, we along with
Odyssey and our employee stockholders, including our executive officers, entered
into a Management Stockholders' Agreement, which governs our common shares,
options to purchase our common shares and shares acquired upon exercise of
options. The Management Stockholders' Agreement provides that except for certain
transfers to family members and family trusts, no management stockholder may
transfer common stock except in accordance with the management stockholders'
agreement. The Management Stockholders' Agreement also provides that, upon
termination of the employment of a management stockholder, the management
stockholder has certain put rights and we have certain call rights regarding his
or her common stock. If the provisions of any law, the terms of credit and
financing arrangements or our financial circumstances would prevent us from
making a repurchase of shares pursuant to the management stockholders'
agreement, we will not make the purchase until all of these prohibitions lapse,
and will then also pay the management stockholder a specified rate of interest
on the repurchase price. The Management Stockholders' Agreement further provides
that in the event of certain transfers of common shares by Odyssey, the
management stockholders may participate in these transfers and/or Odyssey may
require the management stockholders to transfer their shares in the
transactions, in each case on a pro rata basis. Certain management stockholders
are entitled to participate on a pro rata basis with, and on the same terms as,
Odyssey in any future offering of common shares.

ITEM 14. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance level.

There has been no change in our internal controls over financial reporting
during the most recent quarter that has materially affected, or is reasonably
likely to materially affect our internal control over financial reporting.

                                       75
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)(1) Financial Statements The following consolidated financial
         statements of the Company and subsidiaries are incorporated by
         reference as part of this Report under Item 8.

         Independent Auditors Report.

         Consolidated Balance Sheets as of December 31, 2002 and 2001.

         Consolidated Statements of Operations (as restated) for the years ended
         December 31, 2002, 2001, and 2000.

         Consolidated Statements of Shareholders' Equity for the years ended
         December 31, 2002, 2001, and 2000.

         Consolidated Statements of Cash Flows for the years ended December 31,
         2002, 2001, and 2000.

         Consolidated Statements of Comprehensive Income (Loss) for the years
         ended December 31, 2002, 2001, and 2000.

         Notes to Consolidated Financial Statements.

         (a)(2) Financial Statement Schedules

         Schedule II - Valuation and Qualifying Accounts (at Item 8 of this
         Report)

         All other schedules are omitted because they are not applicable, or not
         required, or because the required information is included in the
         consolidated financial statements or notes thereto.

         (a)(3) Exhibits. See Index to Exhibits following the signature pages to
         this Report for a list of exhibits.

         (b) Reports on Form 8-K. During the quarter ended December 31, 2002, we
             filed the following Current Reports on Form 8-K:

             Current Report on Form 8-K dated October 23, 2002, reporting under
             Item 5 (Other Events) announcing that the Company had obtained an
             amendment to its senior credit facility to relax certain financial
             ratios that the Company is required to maintain. The adjustments
             will affect the next eight fiscal quarters, beginning with the
             quarter ended December 31, 2002.

                                       76
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Dayton Superior Corporation has duly caused this amendment
to report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         DAYTON SUPERIOR CORPORATION
December 10, 2003

                                         By /s/ Stephen R. Morrey
                                            -----------------------
                                            Stephen R. Morrey
                                            President, Chief Executive Officer
                                            and Director

                                       77
<PAGE>

                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                           Description
<S>           <C>                                                                  <C>
    (3)       ARTICLES OF INCORPORATION AND BY-LAWS

              3.1    Amended Articles of Incorporation of the Company
                     [Incorporated herein by reference to Exhibit 3.1 to the
                     Company's Registration Statement on Form S-4 (Reg. No.
                     333-41392)]                                                   +

              3.2    Code of Regulations of the Company (as amended)
                     [Incorporated herein by reference to Exhibit 3.3 to the
                     Company's Registration Statement on Form S-4 (Reg. No.
                     333-41392)]                                                   +

    (4)       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
              INCLUDING INDENTURES

              4.1    Senior Unsubordinated Redeemable Note of the Company in the
                     principal amount of $5,000,000 [Incorporated herein by
                     reference to Exhibit A to the Agreement set forth as
                     Exhibit 2.1 to the Company's Current Report on Form 8-K
                     dated June 2, 1997]                                           +

              4.2    Form of Junior Convertible Subordinated Indenture between
                     Dayton Superior Corporation and Firstar Bank, N.A., as
                     Indenture Trustee [Incorporated herein by reference to
                     Exhibit 4.2.3 to the Company's Registration Statement on
                     Form S-3 (Reg. 333-84613)]                                    +

              4.2.1  First Supplemental Indenture dated January 17, 2000,
                     between Dayton Superior Corporation and Firstar Bank, N.A.,
                     as Trustee [Incorporated herein by reference to Exhibit
                     4.6.1 to the Company's Annual Report on Form 10-K for the
                     year ended December 31, 1999]                                 +

              4.3    Form of Junior Convertible Subordinated Debenture
                     [Incorporated herein by reference to Exhibit 4.2.3 to the
                     Company's Registration Statement on Form S-3 (Reg.
                     333-84613)]                                                   +
</TABLE>

                                       78
<PAGE>

<TABLE>
<S>           <C>                                                                  <C>
              4.4    Credit Agreement, dated June 16, 2000, among the Company,
                     various lending institutions and Bankers Trust Company, as
                     administrative agent, Deutsche Bank Securities, Inc., as
                     lead arranger and book manager, and Merrill Lynch, Pierce,
                     Fenner & Smith Incorporated, as syndicating agent and
                     co-arranger. [Incorporated by reference to Exhibit 10.24 to
                     the Company's Registration Statement on Form S-4 (Reg.
                     333-41392)]                                                   +

              4.4.1  Consent dated as of May 24, 2001, among Dayton Superior
                     Corporation, the lenders party to the Credit Agreement
                     dated as of June 16, 2000 and Bankers Trust Company, as
                     administrative agent [Incorporated by reference to Exhibit
                     10.1 to the Company's Quarterly Report on Form 10-Q for
                     the Quarter ended June 29, 2001]                              +

              4.4.2  First Amendment to the Credit Agreement dated as of October
                     2, 2002, among the Company, various lending institutions
                     and Bankers Trust Company, as administrative agent,
                     Deutsche Bank Securities, Inc., as lead arranger and book
                     manager, and Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated, as syndicating agent and co-arranger.
                     [Incorporated by reference to Exhibit 99.1 to the Company's
                     Form 8-K dated October 23, 2002]                              +

              4.5    Indenture dated June 16, 2000 among the Company, the
                     Guarantors named therein, as guarantors, and United States
                     Trust Company of New York, as trustee, relating to
                     $170,000,000 in aggregate principal amount of 13% Senior
                     Subordinated Notes due 2009 and registered 13% Senior
                     Subordinated Notes due 2009 [Incorporated by reference to
                     Exhibit 4.1 to the Company's Registration Statement on Form
                     S-4 (Reg. 333-41392)]                                         +

              4.5.1  First Supplemental Indenture dated as of August 3, 2000.
                     [Incorporated herein by reference to Exhibit 4.5.1 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 2001]                                            +

              4.5.2  Second Supplemental Indenture dated as of January 4, 2001.
                     [Incorporated herein by reference to Exhibit 4.5.2 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 2001]                                            +

              4.5.3  Third Supplemental Indenture dated as of June 19, 2001.
                     [Incorporated herein by reference to Exhibit 4.5.3 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 2001]                                            +
</TABLE>

                                       79
<PAGE>

<TABLE>
<S>           <C>                                                                  <C>
              4.6    Specimen Certificate of 13% Senior Subordinated Notes due
                     2009 [Incorporated by reference to Exhibit 4.2 to the
                     Company's Registration Statement on Form S-4 (Reg.
                     333-41392)]                                                   +

              4.7    Specimen Certificate of the registered 13% Senior
                     Subordinated Notes due 2009 [Incorporated by reference to
                     Exhibit 4.3 to the Company's Registration Statement on Form
                     S-4 (Reg. 333-41392)]                                         +

    (10)      MATERIAL CONTRACTS

              10.1   Management Incentive Plan [Incorporated herein by reference
                     to Exhibit 10.7 to the Company's Annual Report on Form 10-K
                     for the year ended December 31, 1998]                         +*

              10.2   Amended and Restated Employment Agreement dated as of July
                     15, 2002 by and between Dayton Superior Corporation and
                     John A. Ciccarelli [Incorporated herein by reference to
                     Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                     for the quarter ended September 27, 2002]                     +*

              10.3   Employment Agreement dated January 19, 2000 by and between
                     Dayton Superior Corporation and Alan F. McIlroy
                     [Incorporated herein by reference to Exhibit 10.11 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 1999]                                            +*

              10.3.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and Alan F. McIlroy       +

              10.4   Employment Agreement dated January 19, 2000 by and between
                     Dayton Superior Corporation and Raymond E. Bartholomae
                     [Incorporated herein by reference to Exhibit 10.12 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 1999]                                            +*

              10.4.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and Raymond E.
                     Bartholomae                                                   +

              10.5   Employment Agreement dated January 19, 2000 by and between
                     Dayton Superior Corporation and Michael C. Deis, Sr.
                     [Incorporated herein by reference to Exhibit 10.13 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 1999]                                            +*

              10.5.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and Michael C. Deis       +*
</TABLE>

                                       80
<PAGE>

<TABLE>
<S>           <C>                                                                  <C>
              10.6   Employment Agreement dated January 19, 2000 by and between
                     Dayton Superior Corporation and James C. Stewart
                     [Incorporated herein by reference to Exhibit 10.14 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 1999]                                            +*

              10.6.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and James C. Stewart      +

              10.7   Employment Agreement dated as of January 19, 2000 between
                     the Company and Mark K. Kaler, as amended effective June
                     16, 2000 [Incorporated by reference to Exhibit 10.20 to the
                     Company's Registration Statement on Form S-4 (Reg.
                     333-41392)]                                                   +*

              10.7.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and Mark K. Kaler         +

              10.8   Employment Agreement dated as of January 19, 2000 between
                     the Company and James W. Fennessy, as amended effective
                     June 16, 2000 [Incorporated by reference to Exhibit 10.21
                     to the Company's Registration Statement on Form S-4 (Reg.
                     333-41392)]                                                   +*

              10.8.1 Amended Employment Agreement dated May 13, 2002 by and
                     between Dayton Superior Corporation and James W. Fennessy     +

              10.9   Employment Agreement dated effective June 12, 2002 by and
                     between Dayton Superior Corporation and Stephen R. Morrey
                     [Incorporated by reference to Exhibit 10.2 to the Company's
                     Quarterly Report on Form 10-Q for the quarter ended June
                     28, 2002]                                                     +*

              10.10  Letter Agreement dated August 27, 2002 between Dayton
                     Superior Corporation and Dennis Haggerty [Incorporated by
                     reference to Exhibit 10.6 to the Company's Quarterly Report
                     on Form 10-Q for the quarter ended September 27, 2002]        +*

              10.11  Form of Option Exercise, Cancellation and Equity Rollover
                     Agreement dated January 19, 2000 by and among Stone
                     Acquisition, Dayton Superior Corporation and each of John
                     A. Ciccarelli, Alan F. McIlroy, Raymond E. Bartholomae,
                     Michael C. Deis, Sr., James C. Stewart, Mark K. Kaler and
                     James W. Fennessy [Incorporated by reference to Exhibit
                     10.15 to the Company's Annual Report on Form 10-K for the
                     year ended December 31, 1999]                                 +*
</TABLE>

                                       81
<PAGE>

<TABLE>
<S>           <C>                                                                  <C>
              10.12  Management Stockholder's Agreement dated June 16, 2000 by
                     and among the Company, Odyssey Investment Partners Fund, LP
                     and the Management Stockholders named therein [Incorporated
                     by reference to Exhibit 10.25 to the Company's Registration
                     Statement on Form S-4 (Reg. 333-41392)]                       +*

              10.13  Dayton Superior Corporation 2000 Stock Option Plan
                     [Incorporated by reference to Exhibit 10.13 to the
                     Company's Annual Report on Form 10-K for the year ended
                     December 31, 2001]                                            +*

              10.13.1 First Amendment to 2000 Stock Option Plan of Dayton
                     Superior Corporation [Incorporated by reference to Exhibit
                     10.1 to the Company's Quarterly Report on Form 10-Q for the
                     quarter ended March 30, 2001]                                 +*

              10.13.2 Second Amendment to 2000 Stock Option Plan of Dayton
                     Superior Corporation dated July 15, 2002                      +

              10.13.3 Third Amendment to 2000 Stock Option Plan of Dayton
                     Superior Corporation dated October 23, 2002                   +

              10.13.4 Form of Amended and Restated Stock Option Agreement
                     entered into between Dayton Superior Corporation and
                     certain of its executive officers                             +*

              10.14  Subscription Agreement dated as of July 22, 2002 between
                     Dayton Superior Corporation and Stephen R. Morrey.
                     [Incorporated by reference to Exhibit 10.2 to the Company's
                     Quarterly Report on Form 10-Q for the quarter ended
                     September 27, 2002]                                           +*

              10.15  Secured Promissory Note dated July 22, 2002 between Dayton
                     Superior Corporation and Stephen R. Morrey. [Incorporated
                     by reference to Exhibit 10.3 to the Company's Quarterly
                     Report on Form 10-Q for the quarter ended September 27,
                     2002]                                                         +*

              10.16  Secured Promissory Note dated July 22, 2002 between Dayton
                     Superior Corporation and Stephen R. Morrey. [Incorporated
                     by reference to Exhibit 10.4 to the Company's Quarterly
                     Report on Form 10-Q for the quarter ended September 27,
                     2002]                                                         +*

              10.17  Repayment and Stock Pledge Agreement dated as of July 22,
                     2002 between Dayton Superior Corporation and Stephen R.
                     Morrey. [Incorporated by reference to Exhibit 10.5 to
                     the Company's Quarterly Report on Form 10-Q for the quarter
                     ended September 27, 2002]                                     +*
</TABLE>

                                       82
<PAGE>

<TABLE>
<S>           <C>                                                                  <C>
    (21)      SUBSIDIARIES OF THE REGISTRANT

              21.1   Subsidiaries of the Company                                   **

    (31)      RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

              31.1   Rule 13a-14(a)/15d-14(a) Certification of President and
                     Chief Executive Officer                                       **

              31.2   Rule 13a-14(a)/15d-14(a) Certification of Vice President
                     and Chief Financial Officer                                   **

    (32)      SECTION 1350 CERTIFICATIONS

              32.1   Sarbanes-Oxley Section 1350 Certification of President and
                     Chief Executive Officer                                       **

              32.2   Sarbanes-Oxley Section 1350 Certification of Vice President
                     and Chief Financial Officer                                   **
</TABLE>

----------

* Compensatory plan, contract or arrangement in which one or more
    directors or named executive officers participates.

** Filed herewith

+ Previously filed

                                       83