<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM l0-K
(Mark One)

/ X / ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
      ACT OF l934
For the fiscal year ended            December 31, 2000
                                        OR
/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from              to

                    Commission file number       0-1359

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

               Delaware                                 53-0246410
        (State of incorporation)          (I.R.S. Employer Identification No.)

  3830 Kelley Avenue, Cleveland, Ohio                   44114
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (216) 881-5300

Securities registered pursuant to Section l2(b) of the Act:
Title of each class                  Name of each exchange on which registered
       None                                             None

Securities registered pursuant to Section l2(g) of the Act:
                     Common Stock, Par Value $.0l Per Share
                    Class B Stock, Par Value $.01 Per Share
                                (Title of class)

Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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 or any
amendment to this Form 10-K.  [X]

At March 1, 2001, the aggregate market value of the common shares held by
non-affiliates of the registrant (based upon the closing price of the Common
Stock), was approximately $6,594,000.

As of March 1, 2001, 3,550,463 common shares (Common Stock and Class B Stock)
were outstanding.

    Documents Incorporated by Reference                  Form l0-K Reference
                                           None

           The exhibit index begins on page     of this Form l0-K.
<PAGE>
                                       PART I


ITEM l.  BUSINESS

    The Company conducts two lines of business: the printer supplies
business and the construction products business.  See Note J of Notes to
Consolidated Financial Statements for further information on industry
segment reporting.  The printer supplies business is conducted by the
Company and its wholly-owned subsidiaries under the "Buckeye", "Aspen"
and "Kroy" tradenames.  The construction products business is conducted
by an 85% owned subsidiary of the Company under the "Allied" tradename.

    The Company also owns the "Bobbie Brooks" trademarks which are
licensed through Garan, Inc., an unaffiliated apparel-manufacturing firm,
exclusively to Wal-Mart and vendors supplying Wal-Mart with apparel
merchandise.  The Company also owns other income generating assets.

    In this Form 10-K, the terms "Pubco" means Pubco Corporation and the
"Company" means Pubco together with all of its divisions and
majority-owned and wholly-owned subsidiaries.

    Pubco was established in 1958 and is a Delaware corporation.  As of
March 1, 2001, the Company employed approximately 250 persons.

Printer Supplies Business

    The Company manufactures and sells thermal label printers, thermal
transfer ribbons, thremal labels, computer ribbons and cartridge
ribbons.  The Company purchases supplies and component parts from various
suppliers, some of whom produce component parts on molds owned by the
Company.  Printers are manufactured by subcontractors who, in some cases,
produce printers from tools and dies owned by the Company.  The Company
also resells related products manufactured by others.

    The Company markets its computer and data processing supplies
products through (i) an in-house telemarketing organization, catalogs,
and a Company owned web-site, primarily to end-users in the United
States; (ii) dealers; and (iii) original equipment manufacturers.  Label
printers and supplies are principally marketed throughout North America
and Western Europe through catalogs and other direct marketing,
distributors and wholesalers, original equipment manufacturers who sell
products under their own tradenames, office machine and office product
dealers, specialty retailers and catalog houses.

    The Company's printer supplies businesss has approximately 10,000
accounts, the largest of which represents approximately 3% of the
Company's printer supplies business.

    Principal raw materials used by the Company include thermal transfer
ribbon, thermal transfer paper, nylon impression fabric, injected molded
plastic cartridge components, bond sheet paper, and coatings and heat
<PAGE>
shrinkable tubing, all of which materials are available from a variety of
suppliers.

    The Company's label printers and certain supplies are covered by a
variety of US and European patents which protect the propriety of some of
the Company's label products.  The "Kroy" trademark is registered in over
40 countries.  "Aspen Ribbons", "AspenGuide" and "Laser I" are registered
trademarks in the United States.

    There are numerous manufacturers of labels and label printers, some
of whom have significantly greater resources than the Company.

Construction Products Business

    The Company designs, manufactures, assembles and distributes products
for the construction, utility and mining industries.  These operations
are housed in the Company's Cleveland, Ohio facility.  Construction
products are divided into (i) products which are mounted on excavators,
industrial tractors, loaders and other equipment, including (A) hydraulic
hammers used for breaking rock, concrete and similar materials, (B)
hydraulic mounted compactors used for soil compaction and pile and
sheeting driving applications, (C) grapples used for material handling
and demolition, (D) asphalt cutters, and (E) hydraulic pedestal boom
systems used for breaking oversize material at rock crushing operations
and for waste handling operations; and (ii) underground products,
including (A) pneumatic piercing tools used to make horizontal holes for
placement or repair of underground utility lines, and (B) aluminum trench
supports used to support the walls of open construction trenches.

    The Company has a long-term contractual relationship with Krupp
Berco/Bautechnik GmbH ("Krupp"), a German manufacturer of hammers and
component parts.  The Company purchases component parts from Krupp,
assembles its own hammer products using these and other components
purchased domestically, and sells and distributes hammer products in the
United States and Canada under its "Allied" tradenames.

    Construction product components and materials are purchased from a
variety of metal products manufacturers, hydraulic system component
suppliers, and steel and aluminum suppliers, principally located in the
United States.  No domestic supplier represents more than 5% of the
construction product component and material purchases.  Raw materials are
available from a variety of sources and all of the domestic vendors are
replaceable.

    Approximately 60% of the annual sales in the construction products
business occurs during the first half of the year.

    No customer represents more than 5% of the annual sales of the
construction products business.

    Firm order backlog totalled approximately $3,690,000 as of
March 1, 2001 compared to approximately $4,056,000 at March 3, 2000.

<PAGE>
    Construction products are marketed principally through distributors.
There are approximately 15 other foreign and domestic manufacturers in
the mounted product market and approximately 10 other foreign and
domestic manufacturers in the underground product market.  None of the
Company's competitors is believed to hold a dominant position although
some have greater financial resources than the Company.

Trademark Licensing

    Since 1986, the Company has been licensing use of its "Bobbie Brooks"
related trademarks to Garan, Incorporated.  Garan and its sublicensees,
including Wal-Mart, sell sportswear under these labels exclusively at
Wal-Mart Stores.  Licensing fees are recorded within the Corporate
segment in Industry Segment Information.  See Note J.

Smith Corona Corporation

    On June 27, 2000, the Company entered into a stock purchase agreement
(the "SCC Agreement") with Smith Corona Corporation, a Delaware
corporation headquartered in Cortland, NY ("SCC") which, on May 23, 2000,
had filed for protection under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court").  The SCC Agreement provides that as soon as
practical after confirmation of SCC's plan of reorganization (the
"Plan"), Pubco will purchase up to 49% of the newly issued stock of
reorganized SCC for cash (the "Purchase Price").  SCC's unsecured
creditors will be issued the remaining 51% of the stock of reorganized
SCC.  SCC's Plan was approved by the Bankruptcy Court on March 16, 2001
and the SCC Agreement will be consummated on or before March 30, 2001
(the "Closing Date").  The Purchase Price for Pubco's interest in SCC is
calculated based upon a percentage of SCC's inventories and accounts
receivable as of the Closing Date plus $380,000 and was determined by
competitive bidding under rules established by the Bankruptcy Court.
Pubco will use available cash to make the purchase.  SCC currently sells
typewriters, typewriter supplies and other supplies for office products,
all of which are manufactured for it by suppliers in Mexico and Asia.
SCC's brand names are internationally recognized and can be licensed to
others for use on a variety of office and other products.

<PAGE>
ITEM 2.  PROPERTIES

    The Company owns or leases the following properties:

                        Owned or   Square
      Location          Leased     Footage               Use

Cleveland, OH           Leased     312,000   Printer supply operations;
                                             construction products
                                             operations; executive/
                                             administrative facilities;
                                             portion subleased to third
                                             party

Scottsdale, AZ          Leased      10,100   Kroy's sign Division; leased
                                             through December, 2001

Reading, England        Leased      11,300   Kroy's European operations;
                                             leased through September,
                                             2006

St. Louis, MO           Owned      100,000   Commercial printing/offices;
                                             leased month to month to a
                                             3rd party

Havana, IL              Owned       25,000   Retail; leased to a 3rd
                                             party through February 2002


ITEM 3.  LEGAL PROCEEDINGS

    The Company's Kroy LLC subsidiary commenced an action on September
21, 2000 in the US District Court for the Eastern District of Virginia
against Brother International Corporation and Brother Industries, Ltd.
(the "Defendants").  On October 25, 2000, the Virginia action was
voluntarily dismissed by Kroy and refiled as an action in the US District
Court for the Northern District of Ohio.  The Complaint alleged violation
by the Defendants of certain patents owned by Kroy and certain other
improper business conduct by the Defendants.  The Defendants filed a
corresponding action on October 25, 2000 in the US District Court for the
District of New Jersey alleging that Kroy's patents in the Ohio action
were invalid and alleging that Kroy was violating certain of the
Defendant's patents.  The New Jersey Action was subsequently dismissed
and the Defendants filed similar defenses and counterclaims in the Ohio
action.  The parties are each seeking financial damages for patent
infringement and other appropriate relief.

<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On October 26, 2000, at the Company's Annual Meeting of Stockholders,
the Company's Stockholders approved a proposal to relect Glenn E.
Corlett, William A. Dillingham, Jack Howard, Harold L. Inlow, Stephen R.
Kalette and Robert H. Kanner for an additional one year term to the
Company's six member Board of Directors.  Each director nominee received
7,378,915 votes for his election.  No votes were cast against the
election of any director and there were no abstentions.

    Also at the Annual Meeting of Stockholders on October 26, 2000, the
Stockholders approved a proposal to cashout registered stockholders
holding fewer than 100 shares of the Company's stock by way of an
amendment to the Company's Certificate of Incorporation to effect a 1 for
100 reverse stock split followed by a 100 for 1 forward stock split of
the Company's Common and Class B Stock.  The proposal received the
favorable vote of all 7,378,915 votes cast at the Meeting.  No votes were
cast against the proposal and there were no abstentions.  The transaction
was effective as of November 10, 2000 and the Company is in the process
of sending cash to affected stockholders as they surrender their
respective stock certificates.  The Company estimates that approximately
144,500 shares of its Common and Class B Stock formerly held by
approximately 8,100 people have been converted into the right to receive
cash as a result of the transaction.

<PAGE>
                                PART II


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

    Pubco's Common Stock is traded over-the-counter and quoted on
NASDAQ's SmallCap Market under the symbol "PUBO".  The following table
presents the high and low sales prices of Pubco's Common Stock as
reported by NASDAQ.


1999                                            High             Low
    First Quarter                             $ 9 7/8         $ 8 1/2
    Second Quarter                              9 7/8           7 3/4
    Third Quarter                               9 1/4           8
    Fourth Quarter                              8 3/4           7 5/16

2000                                            High             Low
    First Quarter                             $ 9             $ 7 1/2
    Second Quarter                              8 1/4           7 1/8
    Third Quarter                               8 1/4           7 3/8
    Fourth Quarter                              8               6 1/2


    Transferability of Class B Stock is restricted to certain family
members and others who are "Permitted Transferees" (as defined) and
accordingly there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis at the option
of the holder.

(b) Holders.

    There were approximately 400 holders of record of the Common and
Class B Stock, as of March 1, 2001.

(c) Dividends.

    Pubco has never paid cash dividends on its Common Stock and Class B
Stock and does not anticipate paying dividends on its Common Stock or
Class B Stock in the forseeable future.  In addition, no dividends may be
paid on the Common Stock or Class B Stock while there is any unpaid
dividend on the Preferred Stock.  No preferred stock dividends are in
arrears at December 31, 2000.  Subject to the foregoing, the payment of
dividends will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company.


<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

(All numbers shown in 000's except share data and ratios)
<TABLE>
Selected Statement of Operations Data
<CAPTION>
                                                    Years Ended December 31
                                    2000         1999        1998        1997         1996
<S>                              <C>         <C>         <C>          <C>          <C>
Net Sales                        $  59,344   $  67,353   $  68,660    $  53,902    $  51,069
Income from continuing
 operations before income
 taxes and minority interest         5,218       4,491       6,778        6,437        5,828
Net Income (A)                       3,322       9,269       7,338       10,224        6,291
Net Income Applicable
 to Common Stockholders (B)          2,447       8,446       6,463        9,367        5,416
Basic and Dilutive Earnings
Per Share (B)                          .66        2.25        1.72         2.50         1.50
Basic and Dilutive Earnings
 Per Common Share (A)            $     .66   $    2.25   $    1.72    $    2.50    $    1.50
Weighted Average
 Number of Shares                3,700,889   3,752,066   3,752,473    3,752,473    3,610,278
</TABLE>
<TABLE>
Selected Balance Sheet Data
<CAPTION>
                                                          December 31
                                    2000        1999         1998         1997         1996
<S>                              <C>         <C>         <C>          <C>          <C>
Working Capital Ratio             4.0 to 1    3.7 to 1    3.3 to 1     2.6 to 1     2.8 to 1
Total Assets                     $  96,100   $  94,430   $  85,359    $  85,946    $  64,523
Long-term Debt                       2,201         771       1,689            -            -
Stockholders' Equity                54,295      53,894      45,179       42,049       31,335
Common Stockholders'
 Equity (C)                         47,295      46,894      38,179       35,049       24,335
 Per Common Share (C)            $   13.29   $   12.53   $   10.17    $    9.34    $    6.49
Shares Outstanding
 at Year End                     3,559,885   3,742,309   3,752,473    3,752,473    3,752,473
<FN>
(A) Net Income in 1999, 1998, 1997 and 1996 includes the benefit of reducing the valuation
    allowance against the Company's deferred tax asset by $7,100, $2,700, $5,065 and $1,135,
    respectively.

(B) Net of Preferred Stock dividend requirements.

(C) Common Stockholders' Equity and Common Stockholders' Equity Per Common Share are computed
    net of the face value of Preferred Stock.
</TABLE)

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


RESULTS OF OPERATIONS


Comparison of 2000 and 1999

Net sales declined in 2000 from 1999 because of decreases in sales at
both the Company's construction products business and its printer
supplies business.  The decrease in net sales in the construction
products business is primarily attributable to a softening of the
construction products market.  The decrease in sales in the printer
supplies business is primarily the result of (i) the change in the
Company's focus to sales of higher margin, lower-priced, printer supply
products which the Company manufactures rather than on resales of lower
margin, higher-priced, branded printer supplies which the Company
purchases from third parties and (ii) the continuing decrease in sales of
supplies for impact printers.

The gross profit percentage increase in 2000 from 1999 is primarily the
result of an increase in gross profit percentage at the Company's printer
supplies business.  Gross profit on printer supplies manufactured by the
Company is significantly higher than the gross profit from resale
supplies purchased by the Company.  In addition, the Company's printer
supplies business introduced "direct-to-end-user" catalogs in the first
quarter of 2000 which has resulted in higher gross profits on printer
supplies sales.  The printer supplies business also closed its Wisconsin
label coating plant in the first quarter of 2000.  The Company has been
able to buy the substrates previously processed in the Wisconsin plant
from outside vendors, eliminating the cost of running the Wisconsin plant.

The effect of the decrease in gross profit dollars in 2000 was more than
offset by a reduction in operating expenses in 2000.  As a result, income
before income taxes and minority interest increased in 2000 from 1999.

Net Income in 2000 decreased from 1999.  In 1999, the Company reduced its
valuation allowance against its deferred tax assets, resulting in
recognition of a corresponding income tax benefit in 1999.  Because the
Company has now recognized all of its deferred tax assets, provisions for
income taxes more closely approximate the statutory rates.

Realized losses (gains) from sales of securities were $342,000 in 2000
compared to ($7,000) in 1999.  This is reflected in other expense
(income) net.

<PAGE>
Comparison of 1999 and 1998

In 1999, the Company removed the entire $7,100,000 valuation allowance
against its deferred tax assets, the effect of which was the recognition
of those deferred tax assets in 1999.  This action was taken because the
Company determined that it was more likely than not that it would be able
to fully utilize its deferred tax assets, although the timing of such
utilization is uncertain.  The $4,928,000 benefit for income taxes in
1999 primarily resulted from this recognition.  Had these tax assets been
fully recognized prior to 1999, the Company would have recorded a tax
provision in 1999 of $2,172,000, net income of $2,169,000, and basic and
dilutive earnings per common share of $0.36 rather than the net income of
$9,269,000 and basic and dilutive earnings per common share of $2.25.
Because the Company has now recognized all of its deferred tax assets,
future provisions for income taxes should more closely approximate the
statutory rates.  This paragraph contains forward looking statements.
The realization of the deferred tax assets by the Company is not
necessarily indicative of the Company's ability to generate taxable
income in any particular future year.  A number of factors could affect
the timing of such utilization, including changes in technology,
competitive pressures, raw material price increases, patent issues, and
other factors which affect businesses generally.

The change in sales and gross profit percentage in 1999 from 1998 was
primarily the result of an increase in sales at the construction products
business offset by a decrease in sales at the Company's printer supplies
business, which sells supplies for both impact and non-impact printing
devices as well as labeling supplies and machines.  The Company's
construction products business historically achieves a lower gross profit
and the mix of sales at the construction products business in 1999 was
weighted more heavily toward lower gross profit products.  The decrease
in sales in the printer supplies business is largely attributable to the
decline in sales of supplies for impact printers.  This decline is
expected to continue as additional impact printers in the marketplace are
replaced by other types of printing devices.  Sales of label machines and
supplies also declined in 1999.  Although the Company's label printers
are now manufactured offshore, the lower manufacturing costs are being
passed on to customers in the form of price reductions.  The Company
recently introduced new products for its printer supplies business.  No
assurance can be given that these new product introductions will be
successful.  A number of factors could affect their success, including
changes in technology, competitive pressures, raw material costs, patent
issues and other factors which affect businesses generally.

The increase in selling, general and administrative expenses during 1999
was primarily the result of an increase in such expenses at the Company's
construction products business caused by new product introduction, trade
show participation, sales commissions and other expenses, all of which
were associated with the increase in sales at the construction products
business.

Realized (gains) from sales of securities were ($7,000) in 1999 compared
to ($595,000) in 1998.  This is reflected in other expense (income), net.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's net Federal operating loss carryforwards have been fully
utilized and the Company is subject to income tax on its future income.

At December 31, 2000, the Company had $28,062,000 of cash, cash
equivalents, marketable securities and other short-term investments and
$2,201,000 of long term debt.  The Company's marketable securities and
other short term investments continue to be subject to risk of loss and
fluctuations in value.  The income generated from the marketable
securities and other short-term investments may not be the same from year
to year or period to period.  The Company expects to continue to buy,
hold and sell marketable securities and other short term investments to
the extent funds are not required to make additional acquisitions of
operating businesses.

The Company has a $2,500,000 working capital line of credit for its
printer supplies business.  At December 31, 2000, there were no
borrowings under this line of credit.  The Company also has a $3,000,000
working capital line of credit for its construction products business.
At December 31, 2000, borrowings under this line of credit were
$2,201,000.  The Company also has a $10,000,000 line of credit which it
uses for the issuance of letters of credit and which can be used for
other purposes, including acquisitions.  At December 31, 2000, there were
no borrowings outstanding under this line, however, letters of credit
aggregating approximately $2,432,500 were outstanding.  The Company is
continually reviewing business acquisition opportunities.

The Company has commitments for capital expenditures of approximately
$100,000, most of which is for equipment for the printer supplies
business.  The Company will pay these amounts in 2001 primarily from
existing funds.

In October, 1995, the Company announced that it would purchase, from time
to time, in the open market, up to 175,000 of its shares.  On October 31,
1995, the Company purchased 2,000 shares at $6.00 per share for a total
of $12,000.  Between October 28, 1999 and March 1, 2001, the Company
purchased an additional 55,636 shares at an average price of
approximately $7.37 per share for a total of $410,000.

Stockholders' equity of $54,295,000 at December 31, 2000 includes Common
and Preferred stockholders' equity.  In order to calculate Common
stockholders' equity at December 31, 2000, the face value of the
Preferred Stock ($7,000,000) and any unpaid cumulative dividends on the
Preferred Stock must be subtracted from total stockholders' equity.
There were no unpaid cumulative preferred stock dividends outstanding at
December 31, 2000.

The Company expects to purchase a 49% interest in SCC utilizing existing
cash.

<PAGE>
NEW ACCOUNTING STANDARDS

As of January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities, " as amended.

As a result of the adoption of SFAS 133, the Company will recognize all
derivative financial instruments as either assets or liabilities at fair
value.  Derivative instruments that are not hedges must be adjusted to
fair value through net income.  Under the provisions of SFAS 133, changes
in the fair value of derivative instruments that are cash flow hedges are
recognized in other comprehensive income until such time as the hedged
items are recognized in net income.  Ineffective portions of a derivative
instrument's change in fair value are immediately recognized in net
income.

The fair value of the Company's derivative financial instruments
approximates their carrying value at December 31, 2000.  Accordingly, the
adoption of SFAS 133 is not expected to have a material impact on the
financial position or results of operations of the Company.

Prior to January 1, 2001, under the deferral method, gains and losses
from derivative instruments that qualified as hedges were deferred until
the underlying hedged assets, liability or transaction monetized, matured
or was otherwise recognized under generally accepted accounting
principles.  When recognized in net income, hedge gains and losses were
included as an adjustment to cost of sales.

In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44 ("FIN No. 44"), "Accounting for Certain
Transactions Involving Stock Compensation, an Interpreation of APB
Opinion No. 25."  The Interpreation, which has been adopted prospectively
as of July 1, 2000, requires that stock options that have been modified
to reduce the exercise price be accounted for as variable awards until
the options are exercised, forfeited or expire unexercised.  To date, no
stock options granted by the Company have been modified, and accordingly,
the effect of adopting the provisions of FIN No. 44 is not expected to
have a material impact on the current and future financial position and
results of operations of the Company.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements."  SAB 101, as amended, summarizes the SEC's views
in applying generally accepted accounting principles to revenue
recognition in financial statements.  The adoption of SAB 101 on October
1, 2000 did not have a material impact on the Company's financial
position or results of operations.

<PAGE>
On April 3, 1998, the Accounting Standards Executive Committee of the
AICPA issued Statement of Position 98-5 -- Reporting on the Costs Of
Start-Up Activities (the "SOP").  Prior to 1999, the Company capitalized
its start-up costs.  The Company adopted the provisions of the SOP in its
financial statements for the year ended December 31, 1999.  The effect of
the adoption of the SOP was to decrease income from operations in 1999 by
$224,000 net of income taxes.

<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Derivative Financial Instruments.  The Company does not hold or issue
derivative financial instruments for trading purposes.

Interest Rate Risk.  The Company is exposed to market risk from changes in
interest rates on its borrowings and investing activities.  The Company has
investments in various domestic and foreign debt securities which mature
between 2001 and 2009.  These investments had a market value of
approximately $7,000,000 at December 31, 2000.  Substantially all of these
investments are denominated in US dollars at fixed rates of interest.
Increases and decreases in prevailing interest rates generally translate to
decreases and increases in market value of those debt instruments.  Based
upon recent interest rate fluctuations, the Company does not expect that
near term changes in interest rates will materially affect the Company's
consolidated financial position, results of operations or cash flows.  In
addition, these instruments may be affected by the creditworthiness of the
issuer, prepayment options, relative values of alternative investments,
liquidity of the instruments, and other general market conditions.  Interest
rates on lines of credit are variable, based upon prime or LIBOR rates.
Outstanding borrowings at December 31, 2000 were $2,201,000.

Foreign Currency Risks.  The Company is exposed to foreign currency exchange
rate risk.  The Company's European operations expose it to translation risk
when the local currency financial statements are translated to US Dollars
and certain of those funds are repatriated to the United States.  These
currency exchange rate fluctuations may affect comparability of revenues and
expenses from year to year.  The European operations are not significant to
the Company's consolidated operations and, therefore, do not result in any
significant exposure to the Company from foreign currency exchange rate
fluctuations.  In the normal course of business, the Company's US operations
make purchases that are denominated in foreign currency.  One of the
Company's US based operations enters into foreign currency exchange
contracts with banks in order to fix its trade payables denominated in
foreign currency.  At year-end, contracts with notional amounts totalling
$1,300,000 were outstanding.

Foreign Currency Securities Purchases.  From time to time, the Company
purchases securities denominated in foreign currency.  In addition to
valuation fluctuations previously described, fluctuations in the exchange
rate between US currency and the currency in which those securities are
denominated could affect the value of such holdings and the rate of return
experienced by the Company.

<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA










                AUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    PUBCO CORPORATION AND SUBSIDIARIES

                            DECEMBER 31, 2000



<PAGE>






                     REPORT OF INDEPENDENT AUDITORS




Board of Directors and Stockholders
Pubco Corporation


We have audited the accompanying consolidated balance sheets of Pubco
Corporation and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2000.
Our audits also included the financial statement schedule listed in the
index at Item 14(a).  These financial statements and schedule are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and schedule based on
our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Pubco Corporation and subsidiaries at December 31, 2000 and
1999, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000,
in conformity with accounting principles generally accepted in the United
States.  Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.






Cleveland, Ohio
March 23, 2001
<PAGE>
CONSOLIDATED BALANCE SHEETS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)





                                                               December 3l
                                                            2000         1999

ASSETS

CURRENT ASSETS

  Cash and cash equivalents                               $  8,037     $  9,868
  Marketable securities and other
    investments available for sale                          20,025       17,489
  Trade receivables (less allowances of
    $686 in 2000 and $772 in 1999)                           6,827        7,890
  Inventories                                               12,490       11,262
  Deferred income taxes                                      1,300        1,600
  Prepaid expenses and other current assets                  2,862        2,465
                                                          --------     --------
                             TOTAL CURRENT ASSETS           51,541       50,574




PROPERTY AND EQUIPMENT, NET                                  6,535        6,096




INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
  (at cost less accumulated amortization of
  $1,346 in 2000 and $1,132 in 1999)                         3,333        3,547




OTHER NONCURRENT ASSETS                                     34,691       34,213
                                                          --------     --------
                                     TOTAL ASSETS         $ 96,100     $ 94,430
                                                          ========     ========







See notes to consolidated financial statements.

<PAGE>
CONSOLIDATED BALANCE SHEETS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
                                                               December 3l
                                                            2000         l999

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                        $  5,820     $  5,977
  Accrued liabilities                                        6,990        7,515
                                                          --------     --------
                             TOTAL CURRENT LIABILITIES      12,810       13,492

LONG TERM DEBT                                               2,201          771

DEFERRED CREDITS AND NONCURRENT LIABILITIES                 26,005       25,562

MINORITY INTERESTS                                             789          711

STOCKHOLDERS' EQUITY

  Preferred Stock:
    Preferred Stock-par value $.01; 2,000,000
      shares authorized, 70,000 shares issued
      and outstanding in 2000 and 1999 ($7,000
      aggregate liquidation preference)                          1            1
    Convertible preferred stock-par value $1;
      20,000 shares authorized, none issued                      -            -
  Common Stock:
    Common Stock-par value $.01; 5,000,000
      shares authorized; 3,062,462 issued
      and 3,012,352 outstanding in 2000
      and 3,201,276 issued and 3,189,112
      outstanding in 1999                                       30           32
    Class B Stock-par value $.01; 2,000,000
      shares authorized; 547,533 issued and
      outstanding in 2000 and 553,197 issued
      and outstanding in 1999                                    5            6
  Additional paid in capital                                31,166       32,221
  Retained earnings                                         23,622       21,175
  Accumulated other comprehensive (loss) income               (157)         551
                                                          --------     --------
                                                            54,667       53,986
  Treasury stock at cost, 50,110 shares
    in 2000 and 12,164 shares in 1999                         (372)         (92)
                                                          --------     --------
                            TOTAL STOCKHOLDERS' EQUITY      54,295       53,894
                                                          --------     --------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 96,100     $ 94,430
                                                          ========     ========

See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)


</TABLE>
<TABLE>
<CAPTION>
                                                               Year Ended December 3l
                                                             2000        1999        1998
<S>                                                      <C>         <C>         <C>
Net sales                                                $  59,344   $  67,353   $  68,660
Cost of sales                                               39,282      45,588      45,747
                                                         ---------   ---------   ---------
                                        GROSS PROFIT        20,062      21,765      22,913

Selling, general and administrative expenses                16,777      19,518      19,086
Interest expense                                               207          95         120
Interest income                                             (2,610)     (2,213)     (2,370)
Other expense (income), net                                    470        (126)       (701)
                                                         ---------   ---------   ---------
                                                            14,844      17,274      16,135

    INCOME BEFORE INCOME TAXES AND MINORITY INTEREST         5,218       4,491       6,778


Provision (benefit) for income taxes                         1,818      (4,928)       (696)

                                                         ---------   ---------   ---------
                     INCOME BEFORE MINORITY INTEREST         3,400       9,419       7,474


Minority interest                                              (78)       (150)       (136)

                                                         ---------   ---------   ---------
                                          NET INCOME         3,322       9,269       7,338


Preferred stock dividend requirements                          875         823         875
                                                         ---------   ---------   ---------
         NET INCOME AVAILABLE TO COMMON STOCKHOLDERS     $   2,447   $   8,446   $   6,463
                                                         =========   =========   =========

                BASIC AND DILUTIVE EARNING PER SHARE     $     .66   $    2.25   $    1.72
                                                         =========   =========   =========

Weighted average number of shares outstanding            3,700,889   3,752,066   3,752,473
                                                         =========   =========   =========

<FN>
See notes to consolidated financial statements.
</TABLE>

<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
Three Years Ended December 3l, 2000
<CAPTION>                                                                 Accumu-
                                                                          lated
                             Pre-                                         Other
                             ferred  Common  Class B  Addi-               Compre-
                             Stock   Stock   Stock    tional              hensive
                             Par     Par     Par      Paid In  Retained   Income   Treasury
                             Value   Value   Value    Capital  Earnings   (Loss)   Stock       Total
<S>                             <C>     <C>      <C>  <C>      <C>         <C>       <C>       <C>
Balance at December 31,
  1997                            1      32        6   32,180     6,266      3,576     (12)     42,049

  Net income for 1998                                             7,338                          7,338

  Other comprehensive
    loss                                                                    (3,333)             (3,333)
  Total comprehensive
    income                                                                                       4,005

  Preferred Stock
    dividends paid at
    $12.50 per share                                               (875)                          (875)
                                ---     ---      ---  -------  --------    -------   -----     -------

Balance at December 31,
  1998                            1      32        6   32,180    12,729        243     (12)     45,179

  Net income for 1999                                             9,269                          9,269

  Other comprehensive
    income                                                                     308                 308
  Total comprehensive
    income                                                                                       9,577

  Preferred Stock
    dividends paid at
    $11.75 per share                                               (823)                          (823)

Stock based compensation                                   41                                       41

Purchase of Treasury Stock                                                             (80)        (80)
                                ---     ---      ---  -------  --------    -------   -----     -------

Balance at December 31,
  1999                          $ 1     $32      $ 6  $32,221  $ 21,175    $   551   $ (92)    $53,894

  Net income for 2000                                             3,322                          3,322

  Other comprehensive
    loss                                                                      (708)               (708)
  Total comprehensive
    income                                                                                       2,614

  Preferred Stock
    dividends paid at
    $12.50 per share                                               (875)                          (875)

Stock based compensation                                   41                                       41

Stock repurchase                         (1)      (1)  (1,096)                                  (1,098)

Purchase of Treasury Stock               (1)                                          (280)       (281)
                                ---     ---      ---  -------  --------    -------   -----     -------

Balance at December 31,
  2000                          $ 1     $30      $ 5  $31,166  $ 23,622    $  (157)  $(372)    $54,295
                                ===     ===      ===  =======  ========    =======   =====     =======

<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
<CAPTION>
                                                                      Year Ended December 3l
                                                                   2000        1999          1998
<S>                                                           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income                                                  $  3,322      $   9,269     $  7,338
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                              1,181          1,015        1,031
      Stock based compensation                                      41             41            -
      Deferred income taxes                                        890         (5,210)        (954)
      Net loss (gain) on sales of securities                       342             (7)        (595)
      Net (gain) loss on disposal of fixed assets                  (16)            12            1
      Minority interest                                             78             27           22
      Changes in operating assets and liabilities
        net of acquisitions:
          Trade receivables                                      1,063             82         (423)
          Inventories                                           (1,228)           363         (625)
          Accounts payable                                        (157)          (141)      (1,800)
          Other current liabilities                               (525)          (977)      (3,013)
          Other, net                                              (946)          (663)         428
                                                              --------      ---------     --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES          4,045          3,811        1,410

INVESTING ACTIVITIES
  Purchases of marketable securities                            (8,166)        (1,813)      (1,692)
  Proceeds from sales of marketable securities                   4,505          1,277        8,404
  Purchases of fixed assets                                     (1,515)        (1,482)        (851)
  Proceeds from the sale of fixed assets                           124             80           11
                                                              --------      ---------     --------
    NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES         (5,052)        (1,938)       5,872

FINANCING ACTIVITIES
  Proceeds from long-term debt                                  25,757         23,785       16,822
  Principal payments on long-term debt                         (24,327)       (24,703)     (15,133)
  Dividends paid on preferred stock                               (875)          (823)        (875)
  Stock repurchase                                              (1,098)             -            -
  Purchase of treasury stock                                      (281)           (80)           -
                                                              --------      ---------     --------
    NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES           (824)        (1,821)         814
                                                              --------      ---------     --------

       (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (1,831)            52        8,096

         CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          9,868          9,816        1,720
                                                              --------      ---------     --------

               CASH AND CASH EQUIVALENTS AT END OF YEAR       $  8,037      $   9,868     $  9,816
                                                              ========      =========     ========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES

December 3l, 2000
($ in 000's except share amounts)



NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The consolidated financial statements of Pubco
Corporation ("Company" or "Pubco") include the accounts of the Company and its
wholly-owned and majority-owned subsidiaries.  Intercompany balances and
transactions have been eliminated in consolidation.

The Company includes its Buckeye Business Products, Inc. division ("Buckeye"),
its Kroy LCC ("Kroy") subsidiary, and its Aspen Imaging International, Inc.
("Aspen") subsidiary which manufacture and market printer and labeling
supplies.  Additionally, Pubco owns approximately 85% of Allied Construction
Products, Inc. ("Allied"), which manufactures and distributes products for the
construction and related industries.  Pubco also owns other income producing
assets.

Cash and Cash Equivalents:  Cash equivalents consist of all highly liquid
investments generally with a maturity of three months or less at the time of
purchase.  Cash equivalents are carried at cost, which approximates fair
value.

Marketable Securities and Other Investments:  Marketable securities and other
investments are classified as available for sale and, accordingly, are stated
at fair value, with the unrealized gains and losses reported in a separate
component of stockholders' equity.  Realized gains and losses, and declines in
value judged to be other-than-temporary, are included in "other expense
(income), net" in the consolidated statements of operations.  The cost of
securities sold is based on the specific identification method.

Inventories:  Inventories are stated at the lower of cost (first-in,
first-out) or market.

Derivatives and Hedging.  Effective as of January 1, 2001, the Company adopted
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities" which was issued in June,
1998 by the Financial Accounting Standards Boaard ("FASB"), as amended by SFAS
137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of
Effective Date of SFAS 133" and SFAS 138 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" originally issued in June, 1999
and June, 2000, respectively.  These pronouncements amended portions of SFAS
133 and will be applied prospectively as the cumulative effect of an
accounting change effective January 1, 2001.

<PAGE>
As a result of the adoption of SFAS 133, the Company is required to recognize
all derivative financial instruments as either assets or liabilities at fair
value.  Derivative instruments that are not hedges must be adjusted to fair
value through net income.  Under the provisions of SFAS 133, changes in the
fair value of derivative instruments that are classified as cash flow hedges
are recognized in other comprehensive income until such time as the hedged
items are recognized in net income.  The ineffective portions of a derivative
instrument's change in fair value are immediately recognized in net income.

The fair value of the Company's derivative financial instruments approximates
their carrying value at December 31, 2000.  Accordingly, the adoption of SFAS
133 is not expected to have a material impact on the financial position or
results of operations of the Company.

Prior to January 1, 2001, under the deferral method, gains and losses from
derivative instruments that qualified as hedges were deferred until the
underlying hedged asset, liability or transaction monetized, matured or was
otherwise recognized under generally accepted accounting principles.  When
recognized in net income, gains and losses on hedging activities were included
as an adjustment to Cost of Sales.

Financial Instruments:  The Company's financial instruments recorded on the
balance sheet include cash and cash equivalents and marketable securities,
other investments and long term debt.  Long term debt is at market rates of
interest that adjust frequently.  The carrying amount of long term debt
approximates fair value.

Off balance sheet financial instruments include foreign currency exchange
agreements.  In the normal course of business, the Company's construction
products subsidiary purchases components from a German supplier and from time
to time, enters into foreign currency exchange contracts with banks in order
to fix its trade payables denominated in the Deutsche Mark.  The Company had
outstanding foreign currency exchange agreements with notional amounts
totalling $1,300 and $3,100 at December 31, 2000 and 1999, respectively.

Long-lived Assets:  Property and equipment are recorded at cost, net of
accumulated amortization.  Depreciation is principally computed by the
straight-line method over the following estimated useful lives: buildings, 10
to 30 years; machinery, equipment and fixtures, 5 to 10 years; and leasehold
improvements, 5 to 10 years.

Intangible assets ("goodwill") represents the excess of the purchase price
over the fair value of the net assets of acquired businesses and is being
amortized by the straight-line method, generally over 10 to 20 years.  The
carrying amount of goodwill is reviewed whenever facts and circumstances
indicate the value may be impaired.  If this review indicates that goodwill
will not be recoverable, as determined based on the estimated undiscounted
cash flows of the entity acquired over the remaining amortization period, the
carrying amount of the goodwill is reduced to its fair value.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

Impairment of long-lived assets is recognized when events or changes in
circumstances indicate that the carrying amount of the asset or related groups
of assets may not be recoverable.  Measurement of the amount of impairment may
be based on appraisal, market values of similar assets or estimated discounted
future cash flows resulting from use and ultimate disposition of the asset.

No impairment of goodwill or other long-lived assets was recorded in 2000,
1999 or 1998.

Revenue Recognition:  Revenue is recognized generally upon shipment of
products to customers.

Research and Development Costs:  The Company performs research and development
on present and future products and all costs are expensed as incurred.  Total
expenditures amounted to $641, $1,322 and $1,380 for the years ended December
31, 2000, 1999 and 1998, respectively.

Earnings Per Common Share Amounts:  Earnings per common share amounts are
computed after preferred dividend requirements on the basis of the weighted
average number of shares of Common Stock outstanding.  The Company had no
dilutive securities outstanding for any periods presented.  Accordingly, basic
and diluted earnings per share are the same.

Stock Options:  The Company accounts for stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and related interpretations.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

New Accounting Policies:

In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44"),
"Accounting for Certain Transactions Involving Stock Compensation, An
Interpretation of APB Opinion No. 25."  The Interpretation, which has been
adopted prospectively as of July 1, 2000, requires that stock options that
have been modified to reduce the exercise price be accounted for as variable
awards until the options are exercised, forfeited or expire unexercised.  To
date, no stock options granted by the Company have been modified and,
accordingly, the effect of adopting the provisions of FIN 44 is not expected
to have a material impact on the current and future financial position and
results of operations of the Company.

In December, 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements."  SAB 101, as amended,
summarizes the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements.  The adoption of
SAB 101 on October 1, 2000, did not have a material effect on the Company's
financial position or results of operations.

On April 3, 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position 98-5 -- Reporting on the Costs Of Start-Up
Activities (the "SOP").  Prior to 1999, the Company capitalized its start-up
costs.  The Company adopted the provisions of the SOP in its financial
statements for the year ended December 31, 1999.  The effect of the adoption
of the SOP was to decrease income from operations in 1999 by $224, net of
income taxes.


<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE B--OTHER COMPREHENSIVE INCOME
<TABLE>
Other comprehensive income consists of the following:
<CAPTION>
                                                       Year Ended December 31
                                                   2000         l999         1998
    <S>                                          <C>          <C>          <C>
    Other Comprehensive (Loss) Income:
      Unrealized holding (losses) gains
        on investments available for sale
        arising during the period, net of tax    $  (835)     $   366      $(2,728)
      Less reclassification adjustment
        for gains on investments available
        for sale                                     342           (7)        (595)
      Pension adjustment                            (152)           -            -
      Unrealized currency translation
        adjustments arising during the period        (63)         (51)         (10)
                                                 -------      -------      -------
      Total Other Comprehensive (Loss) Income    $  (708)     $   308      $(3,333)
                                                 =======      =======      =======

    Accumulated Other Comprehensive (Loss)
    Income:
      Unrealized holding gains on investments
        available for sale, net of tax           $   129      $   622      $   263
      Pension adjustment                            (152)           -            -
      Cumulative translation adjustment             (134)         (71)         (20)
                                                 -------      -------      -------
      Total accumlated other comprehensive
        (loss) income                            $  (157)     $   551      $   243
                                                 =======      =======      =======
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE C--MARKETABLE SECURITIES
<TABLE>
The following is a summary of available for sale securities:
<CAPTION>
                                                        Gross        Gross      Estimated
                                                      Unrealized   Unrealized     Fair
                                            Cost         Gains      (Losses)      Value
    <S>                                  <C>           <C>           <C>         <C>
    December 31, 2000
    US Corporate Equity Securities       $ 11,690      $  1,906      $   (767)   $ 12,829
    US Corporate Debt Securities            3,952           176        (1,484)      2,644
    Foreign Government Debt Securities        550           454             -       1,004
    Foreign Corporate Debt Securities       3,628             -           (80)      3,548
                                         --------      --------      --------    --------
                                         $ 19,820      $  2,536      $ (2,331)   $ 20,025
                                         ========      ========      ========    ========
    December 31, 1999
    US Corporate Equity Securities       $  5,855      $    973      $   (480)   $  6,348
    US Corporate Debt Securities            5,324           260          (106)      5,478
    Foreign Government Debt Securities        635           381             -       1,016
    Foreign Corporate Debt Securities       4,687             8           (48)      4,647
                                         --------      --------      --------    --------
                                         $ 16,501      $  1,622      $   (634)   $ 17,489
                                         ========      ========      ========    ========
</TABLE>

The gross realized gains on sales of securities available for sale totaled
$549, $177 and $998 for 2000, 1999 and 1998, respectively.  The gross
realized losses totaled $891, $170 and $403 in 2000, 1999 and 1998,
respectively.

The cost and estimated fair value of debt securities at December 31, 2000,
by estimated maturity dates, are shown below.  Expected maturities may
differ from contractual maturities because the issuers of the securities
may have the right to prepay obligations without prepayment penalties.

                                                               Estimated
                                                   Cost        Fair Value

    Due in one year or less                      $  1,000       $    997
    Due after one year through five years           4,801          3,491
    Due after five years                            2,329          2,708
                                                 --------       --------
                                                 $  8,130       $  7,196
                                                 ========       ========

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE D--STOCKHOLDERS' EQUITY

On October 26, 2000, the Company's Stockholders approved a proposal to
cashout registered stockholders holding fewer than 100 shares of the
Company's stock by way of an amendment to the Company's Certificate of
Incorporation to effect a 1 for 100 reverse stock split followed by a 100
for 1 forward stock split of the Company's Common and Class B Stock.  The
transaction was effective as of November 10, 2000 and the Company is in the
process of sending cash to affected stockholders as they surrender their
respective stock certificates.  The Company purchased approximately 144,500
shares of its Common and Class B Stock formerly held by approximately 8,100
stockholders have been converted into the right to receive cash as a result
of the transaction.

The Company's Common Stock has one vote per share and Class B Stock has ten
votes per share.  Transferability of Class B Stock is restricted and,
accordingly, there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis.  Conversions
of Class B Stock were 273, 145 and 260 shares during 2000, 1999 and 1998,
respectively.

The Company's non-voting Preferred Stock Series A requires cumulative
annual dividends on the $100 face value per share at four percent above the
averaged base lending rate of three large commercial banks.  No dividend
may be paid on Common Stock while there is any dividend arrearage on the
Preferred Stock.  In 2000, the Company paid $875 ($12.50 per share) of
Preferred Stock Series A dividends.  The Company's Preferred Stock is
subject to redemption, in whole or in part, at the Company's option at a
redemption price equal to the face value of the Preferred Stock (and any
unpaid cumulative dividends).  As of December 31, 2000, there were no
undeclared and unpaid dividends on the Preferred Stock.

Stockholders' equity of $54,295 at December 31, 2000 includes Common and
Preferred stockholders' equity.  In order to calculate Common stockholders'
equity at December 31, 2000, the face value of the Preferred Stock ($7,000)
and any unpaid cumulative dividends on the Preferred Stock must be
subtracted from total stockholders' equity.

The 1998 Equity Incentive Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates.  The maximum
number of shares of Common Stock issuable under the Plan as approved by the
stockholders is 200,000.  No stock awards were issued under the plan in
1998.  During 1999, the Board amended the Plan, subject to stockholder
approval which was given in September, 1999, to increase the number of
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE D--STOCKHOLDERS' EQUITY-CONTINUED

shares issuable under the Plan by 120,000 shares to 320,000 shares.  Also
in 1999, the Board granted non-statutory stock options to purchase 240,000
shares at $9.00 per share.  The options vest ratably over four years.
Sixty thousand of these stock options became exercisable during 2000.  None
of these stock options were forfeited, expired or exercised during 2000.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its incentive
plan.  During 2000 and 1999, compensation cost of approximately $41 has
been recognized for 220,000 shares issued under the Company's fixed option
plan because the exercise price on the date of grant was below the market
price of the Company's stock on that date.  Had the compensation cost for
the stock options granted been determined based upon the fair value at the
grant date, consistent with the fair value method of FASB Statement 123
"Accounting for Stock-Based Compensation," the Company's net earnings and
earnings per share would have been reduced by $166 ($.04 per share) in 2000
and $151 ($.04 per share) in 1999.  The weighted-average estimated fair
value of stock options granted per share was $4.46 for 1999.  The estimated
fair value of the stock options at the grant date was determined using the
Black-Scholes Option Pricing Model using an assumed risk-free interest rate
of 4.7%, stock price volatility of 5.3% and a weighted average expected
life of four years.


NOTE E--RETIREMENT PLANS

The Company maintains two discretionary non-qualified profit sharing plans
to provide retirement benefits for certain of its key employees.  The
assets are segregated, and are included in Other Noncurrent Assets.  The
liabilities associated with these plans are included in Other Liabilities.

The Company maintains a 401(k) plan for its printer supplies business and
its corporate employees.  The construction products business also maintains
a 401(k) plan.  The Company partially matches employee deferrals under
these plans.  Expenses under these various plans aggregated approximately
$384, $453 and $419 for the years ended December 3l, 2000, l999 and l998,
respectively.

The Company makes contributions to a collectively-bargained, multiemployer
defined benefit pension plan.  The Company contributed and charged to
expense $48, $79 and $77 for the years ended December 3l, 2000, l999 and
1998, respectively, for the plan.  These contributions are determined in
accordance with the provisions of a negotiated labor contract and generally
are based on the amount of wages earned.  Information as to the Company's
portion of the accumulated plan benefits, plan net assets and unfunded
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE E--RETIREMENT PLANS-CONTINUED

vested benefits, if any, is not determinable.  In the event of a withdrawal
from the plan, the Company may be subject to a withdrawal liability under
the provisions of the Multiemployer Pension Plan Amendments Act of 1980.
Management does not intend to take any action that would subject the
Company to any such liability under the plan.

The Company maintains a noncontributory defined benefit pension plan
covering employees who are under a collective bargaining agreement and
sponsors a pension plan for terminated employees of a former operation of a
predecessor company.  The excess actuarial present value of accumulated
plan benefits over net assets available for benefits under these plans was
approximately $498, $363 and $381 at December 31, 2000, 1999 and 1998,
respectively, which have been reflected in the accompanying balance
sheets.  Expenses under these plans were approximately $81, $70 and $74 for
2000, 1999 and 1998, respectively.

Since 1986, the Company's President has deferred his salary under the terms
of deferred compensation plans established for his benefit.  As
compensation is earned by him, it is paid by the Company to deferred
compensation trusts and included in selling, general and administrative
expenses.  Amounts are being distributed to him by the trusts in accordance
with the terms of the deferred compensation plans.  The securities included
in these trusts are classified as trading and, accordingly, are stated at
fair value.  Unrealized gains (losses) included in the results of
operations were $(1,026), $1,549, ($3,313) for the years ended December 31,
2000, 1999 and 1998, respectively.  Realized and unrealized gains and
losses, interest, dividends and plan expenses are reflected in other
expense (income), net, and total $749, $2,485 and ($59) for the years ended
December 31, 2000, 1999 and 1998, respectively.  There is no resulting
effect on net income, because these amounts are matched by adjustments to
deferred compensation expense, which are also included in other expense
(income), net.  The amounts of these charges were ($749), ($2,485) and $59
for the years ended December 31, 2000, 1999 and 1998, respectively.

The Company provides life insurance benefits and/or contributes to the cost
of medical insurance for certain retired salaried and commission basis
employees.  The accumulated postretirement benefit obligation and related
expense recorded for each year are not material to the balance sheet or the
results of operations.


<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE F--FINANCING ARRANGEMENTS

The Company has a $10,000 revolving credit facility at LIBOR plus 1.5% or
the lending bank's prime rate ("Prime"), at the Company's option, expiring
in 2003, with no outstanding borrowings at December 31, 2000.  However,
Letters of Credit issued under this facility aggregating approximately
$2,315 were outstanding at December 31, 2000.  The Company has a $2,500
demand credit facility at LIBOR plus 2% or Prime, at the Company's option,
with no outstanding balance at December 31, 2000.  The Company has a $3,000
revolving credit facility at LIBOR plus 2.5% or Prime, at the Company's
option, expiring in 2003, with $2,201 outstanding at a weighted average
interest rate of 8.76% at December 31, 2000.

Total interest payments by the Company were $208, $98 and $113 for the
years ended December 31, 2000, 1999 and 1998, respectively.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE G--OTHER INFORMATION

                                                  December 31
                                             2000             1999

Inventories:
  Raw materials and supplies               $  6,747         $  5,838
  Work in process                               609              321
  Finished goods                              6,114            6,048
                                           --------         --------
                                             13,470           12,207

  Less inventory reserves                      (980)            (945)
                                           --------         --------
                                           $ 12,490         $ 11,262
                                           ========         ========
Property and equipment:
  Land and buildings                       $  1,475         $  1,475
  Machinery, equipment and fixtures          12,133           13,662
  Leasehold improvements                      2,934            3,141
  Construction in progress                      260               42
                                           --------         --------
                                             16,802           18,320
  Less accumulated depreciation and
    amortization                            (10,267)         (12,224)
                                           --------         --------
                                           $  6,535         $  6,096
                                           ========         ========
Other noncurrent assets:
  Assets held for deferred compensation    $ 22,665         $ 22,203
  Deferred income tax assets                  8,900            9,200
  Other                                       3,126            2,810
                                           --------         --------
                                           $ 34,691         $ 34,213
                                           ========         ========
Accrued liabilities:
  Payroll and other employee benefits      $  1,800         $  2,358
  Accrued taxes                                 730              743
  Other                                       4,460            4,414
                                           --------         --------
                                           $  6,990         $  7,515
                                           ========         ========
Deferred credits and non-current
   liabilities:
  Deferred compensation liability          $ 22,665         $ 22,203
  Other                                       3,340            3,359
                                           --------         --------
                                           $ 26,005         $ 25,562
                                           ========         ========

Under current accounting rules, assets of the deferred compensation trusts
must be accounted for as if they are assets of the Company although the assets
are not available for general corporate use by the Company and could only be
available to creditors of the Company in the event of the Company's bankruptcy.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE H--INCOME TAXES

Pubco and its consolidated subsidiaries file a consolidated federal income tax
return.  The benefit for income taxes consists of the following components:

                                               Year Ended December 3l
                                            2000          1999         1998
Current:

   Federal                               $   870       $   200      $   190

   State and local                            58            82           68
                                         -------       -------      -------
                                             928           282          258

Deferred provision (benefit)                 890        (5,210)        (954)
                                         -------       -------      -------
                                         $ 1,818       $(4,928)     $  (696)
                                         =======       =======      =======

Income taxes paid by the Company were $928, $282 and $258 for the years ended
December 31, 2000, 1999 and 1998, respectively.

A reconciliation of the statutory federal income tax rate to the effective
rate is as follows:

                                                Year Ended December 3l
                                            2000          1999         1998

Statutory federal rate                      34.0%         34.0%        34.0%
State and local tax, net of
  federal tax benefit                         .7           1.2           .3
Reduction of valuation allowance
  for deferred tax assets                      -        (158.1)       (39.8)
Other                                         .1          13.2         (4.8)
                                            ----         -----         ----
                                            34.8%       (109.7%)      (10.3%)
                                            ====         =====         ====

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities, for financial
reporting purposes, and the amounts used for income tax purposes.  Significant
components of the Company's federal and state deferred tax assets and
liabilities are as follows:

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE H--INCOME TAXES--CONTINUED

SFAS No. 109, "Accounting for Income Taxes," requires that deferred tax assets
be reduced by a valuation allowance if it is more likely than not that some
portion or all of the deferred tax assets will not be realized.  In 1999, the
Company determined that the valuation allowance was no longer necessary based
upon the Company's history of prior earnings and its expectations that the
deferred tax assets will more likely than not be realized.  The realization of
a significant portion of the deferred tax assets will occur over an extended
period of time.


                                                    2000              1999
    Deferred tax assets:
      Net operating loss carryforwards
        and credits                               $    200          $  1,100
      Deferred compensation                          8,100             7,500
      Other                                          2,600             3,000
                                                  --------          --------
        Total deferred tax assets                   10,900            11,600
    Deferred tax liabilities:
      Tax over book depreciation                       600               500
      Other                                            100               300
                                                  --------          --------
          Total deferred tax liabilities               700               800
                                                  --------          --------
    Net deferred tax assets                       $ 10,200          $ 10,800
                                                  ========          ========

The Company has $6,500 of state net operating loss carryforwards at December
31, 2000.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE I--LEASING ARRANGEMENTS

Pubco and certain of its subsidiaries are parties to separate leasing
arrangements for office and factory space in a building owned and operated by
a partnership that is controlled by the majority stockholder of the Company.
The Company's printer supplies business and construction products business
conduct substantially all of their business activities from this building.
Pubco has its corporate offices at this building.  The leases expire in 2005.
The leases require annual payments aggregating $549.  Rent expense associated
with these leases was $549 for each of the years ended December 31, 2000, 1999
and 1998.

The Company and its subsidiaries lease certain facilities and equipment under
non-cancellable operating leases for periods ranging from 1 to 10 years.
Total rental expense under all operating leases is summarized below:


                                             Year Ended December 31
                                        2000          1999          1998


   Minimum rentals                   $   977       $   967       $ 1,491
   Sublease rental income                (88)          (67)          (67)
                                     -------       -------       -------
                                     $   889       $   900       $ 1,424
                                     =======       =======       =======

At December 3l, 2000, future commitments under non-cancellable operating
leases are as follows:

                                    Operating
                                      Leases

       2001                              899
       2002                              693
       2003                              665
       2004                              373
       2005                               97
       Thereafter                         65
                                     -------
                                     $ 2,792
                                     =======

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES


NOTE J--INDUSTRY SEGMENT INFORMATION

<TABLE>
Summarized industry segment information is as follows:
<CAPTION>
                                                   Printer    Construction
                                                   Supplies   Products
                                                   Business   Business       Corporate   Consolidated

<S>                                                <C>          <C>           <C>          <C>
2000

Net sales                                          $ 35,688     $ 23,656      $      -     $ 59,344
Trade receivables                                     4,524        2,303             -        6,827
Income before income taxes and minority interest      3,647          926           645        5,218
Total assets                                         18,568        9,970        67,562       96,100
Capital expenditures                                  1,298          130            87        1,515
Depreciation and amortization                           702          223           256        1,181

1999

Net sales                                          $ 39,617     $ 27,736      $      -     $ 67,353
Trade receivables                                     4,944        2,936            10        7,890
Income (loss) before income taxes
   and minority interest                              2,687        1,871           (67)       4,491
Total assets                                         17,499       10,016        66,915       94,430
Capital expenditures                                  1,253          184            45        1,482
Depreciation and amortization                           530          235           250        1,015

1998

Net sales                                          $ 44,272     $ 24,388      $      -     $ 68,660
Trade receivables                                     5,200        2,762            10        7,972
Income before income taxes and minority interest      4,655        1,577           546        6,778
Total assets                                         19,846       10,210        55,303       85,359
Capital expenditures                                    579          225            47          851
Depreciation and amortization                           401          373           257        1,031
</TABLE>

The Company's operations are classified into two reportable business
segments.  The Company's two reporting business segments are managed
separately based upon fundamental differences in their operations.

The Company has a subsidiary, included in the printer supplies segment, which
sells labeling supplies in Europe and contributes approximately 9% to the
Company's consolidated sales and represents approximately 2% of the Company's
consolidated assets.  Total long-lived assets of this subsidiary are not
material.

Corporate includes income producing assets, certain amounts related to the
previously discontinued segments and amounts held for deferred compensation
arrangements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE K--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
The Company's unaudited quarterly results of operations in 2000 and 1999 are set
forth below.

<CAPTION>
                                                      2000
                                     1st         2nd         3rd         4th
                                   Quarter     Quarter     Quarter     Quarter
<S>                               <C>         <C>         <C>         <C>
Net sales                         $ 15,939    $ 16,249    $ 14,688    $ 12,468
                                  ========    ========    ========    ========
Gross profit                      $  5,216    $  5,745    $  5,216    $  3,885
                                  ========    ========    ========    ========
Net income (loss)                 $  1,185    $  1,268    $  1,043    $   (174)
                                  ========    ========    ========    ========
Income (loss) available to
  Common Stockholders             $    966    $  1,049    $    825    $   (393)
                                  ========    ========    ========    ========
Basic and diluted earnings
  (loss) per common share         $    .26    $    .28    $    .22    $   (.10)
                                  ========    ========    ========    ========

                                                     1999
                                    1st         2nd         3rd         4th
                                  Quarter     Quarter     Quarter     Quarter

Net sales                         $ 18,302    $ 17,787    $ 17,389    $ 13,875
                                  ========    ========    ========    ========
Gross profit                      $  5,805    $  5,750    $  5,467    $  4,743
                                  ========    ========    ========    ========
Net income                        $  1,236    $    895    $    391    $  6,747
                                  ========    ========    ========    ========
Income available to
  Common Stockholders             $  1,030    $    690    $    185    $  6,541
                                  ========    ========    ========    ========
Basic and diluted earnings
  per common share                $    .27    $    .19    $    .05    $   1.74
                                  ========    ========    ========    ========

</TABLE>
A change in the Company's effective tax rates in the 4th quarter of 1999
resulted in an adjustment to net income of $7,100 due to the reduction of the
valuation allowance against the Company's deferred tax asset.

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

          None.


                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers

    Glenn E. Corlett, age 57, Director since February, 1997, has been
Dean of the Business School at Ohio University since July 1, 1997.
Between November, 1996 and June 30, 1997, Mr. Corlett was an independent
business consultant.  Prior to November, 1996, Mr. Corlett was the
Executive Vice President and Chief Operating Officer of N.W. Ayer,
Incorporated, an advertising agency he joined in 1990.  Mr. Corlett is
also a director of Rocky Shoes & Boots, Inc. and Frederick Brewing Co.

    William A. Dillingham, age 57, Director, has been President of the
Company's printer supplies business for more than the past five years.
Mr. Dillingham was appointed a Director of the Company in December, 1997.

    Jack Howard, age 39, Director since 1999, has been a principal of
Mutual Securities, Inc., an NASD registered Broker/Dealer for more than
the past five years.  Mr. Howard is a Director of Gateway Industries,
Inc., Web Financial Corporation, Castelle, and US Diagnostic, Inc.

    Harold L. Inlow, age 67, Director, is an independent business
consultant who consulted for the Company between 1995 and 1999.  Mr.
Inlow was President of the Company's former retail subsidiary prior to
1995.  Mr. Inlow was appointed a Director of the Company in December,
1997.

    Stephen R. Kalette, age 50, has been a Director of Pubco since
December, 1983 and has been an executive officer of Pubco since April,
1984.  Mr. Kalette currently serves as its Vice President,
Administration, General Counsel and Secretary.

    Robert H. Kanner, age 53, has been a Director and executive officer
of Pubco since December, 1983.  Mr. Kanner currently serves as its
Chairman, President and Chief Executive Officer.

    Leo L. Matthews, age 61, has been President of the Company's
construction products business since it was acquired in March, 1993.

    Maria Szubski, age 41, has been the Chief Financial Officer of the
Company since June 30, 1999.  Between January 1, 1995 and that date, Ms.
Szubski acted as the Company's controller.

<PAGE>
Family Relationships

    There are no familial relationships between any Director and
executive officer of Pubco.

Board of Directors

    The Board of Directors establishes broad corporate policies which are
carried out by the officers of Pubco who are responsible for day-to-day
operations.  In 2000, the Board held 2 meetings and took action by
unanimous written consent on 4 other occasions.  No Director was absent
during the year from any of the meetings of the Board of Directors or of
any of the committees of the Board on which he served.

Committees of the Board of Directors

    Pubco has a standing Audit Committee.  The Audit Committee consists
of Mr. Corlett, Mr. Howard and Mr. Inlow.  The Audit Committee (i)
reviews the internal controls of Pubco and its financial reporting; (ii)
meets with the Chief Financial Officer and such other officers as it,
from time to time, deems necessary; (iii) meets with Pubco's independent
public auditors and reviews the scope and results of auditing procedures,
the degree of such auditors' independence, audit and non-audit fees
charged by such auditors, and the adequacy of the Company's internal
accounting controls; and (iv) recommends to the Board the appointment of
the independent auditors.

<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

<TABLE>
     The following table discloses compensation paid or accrued, during each of the Company's last three
fiscal years, to the Company's Chief Executive Officer and to its other executive officers.

<CAPTION>

                                                                 Long-Term Compensation
                                  Annual Compensation                Awards        Payouts
      Name and                                  Other Annual  Restricted            LTIP     All Other
      Principal                        Bonus    Compensation  Stock       Options  Payouts  Compensation
      Position       Year  Salary($)    ($)         ($)       Awards ($)    (#)     ($)         ($)

<S>                   <C>   <C>        <C>        <C>             <C>     <C>         <C>   <C>
Robert H. Kanner(1)
     Chairman, CEO,   2000  $362,314      ---     $95,499(2)       ---       ---      ---   $146,108(3,4,5)
     President        1999   525,000      ---      85,631          ---       ---      ---    173,092
                      1998   525,000      ---      74,710          ---       ---      ---    181,605


Stephen R. Kalette
     VP-Admin.,       2000  $330,000      ---     $29,921(6)       ---       ---      ---   $ 31,790(4,5)
     General Counsel  1999   330,000      ---      28,844          ---    20,000      ---     32,494
     & Secretary      1998   330,000      ---      27,600          ---       ---      ---     35,757


William A. Dillingham(7)
     President of     2000  $380,277      ---     $10,714(7)       ---       ---      ---   $ 25,000(5,8)
     Printer Supplies 1999   450,000      ---       9,189          ---   100,000      ---     25,000
     Business         1998   450,000      ---      10.091          ---       ---      ---     31,000


Leo L. Matthews(9)
     President of     2000  $140,000   $  ---     $ 6,861(10)      ---       ---      ---   $ 12,342(11)
     Allied           1999   133,789     96,396     7,431          ---       ---      ---     10,816
                      1998   130,000     60,084     5,703          ---       ---      ---     11,000

Maria Szubski
     Chief Financial  2000  $160,000        ---   $ 3,137(12)      ---       ---      ---   $ 15,007(4,5)
     Officer          1999  $137,812        ---   $ 3,418          ---    10,000      ---   $ 13,095(4,5)

<FN>


<PAGE>
(1)      Mr. Kanner deferred his entire salary for each of the years reported under the terms
         of deferred compensation plans established for his benefit.  The amounts reported
         for each year are the amounts deferred for that year.  As compensation is earned by
         Mr. Kanner, it is paid by the Company to deferred compensation trusts.  These
         amounts are being distributed to Mr. Kanner by the trusts in accordance with the
         terms of the deferred compensation plans.

(2)      Of the amount shown in the table, $90,879 in 2000, $81,087 in 1999 and $70,258 in
         1998 represents the premiums on life insurance paid for by the Company on Mr.
         Kanner's life, and for which the Company is not a beneficiary; and $4,620 in 2000,
         $4,544 in 1999 and $4,452 in 1998 represents the cost of providing Mr. Kanner with
         use of an automobile during the year.

(3)      Of the amount reflected, $114,000 in 2000, $118,500 in 1999 and $122,100 in 1998
         represents a payment by the Company toward the premium on split dollar life
         insurance on Mr. Kanner's life and for which the Company is not the beneficiary.
         The amounts will be repaid to the Company out of the death proceeds from such policy.

(4)      In 1988, the Company adopted a non-qualified plan to provide retirement benefits for
         executive officers and other key employees.  The plan provides benefits upon
         retirement, death or disability of the participant and benefits are subject to a
         restrictive vesting schedule.  $31,108 in 2000, $53,592 in 1999 and $58,505 in 1998
         of the amounts shown in the table for Mr. Kanner and $30,790 in 2000, $31,494 in
         1999 and $34,757 in 1998 of the amounts shown in the table for Mr. Kalette and
         $14,007 in 2000 and $12,095 in 1999 of the amounts shown in the table for Ms.
         Szubski are amounts contributed to such plan for the benefit of such executive
         officers with respect to the years noted.  Vesting of benefits under the plan is
         phased in over 20 years and only a portion of the amount contributed for each year
         has fully vested.

(5)      In 1997, the Company adopted a 401-K plan to provide retirement benefits for
         employees of Pubco and the Company's printer supplies business, including officers.
         Participating employees make voluntary contributions to the Plan, a portion of which
         the Company matches.  Of the amounts shown in the 2000, 1999 and 1998 tables for Mr.
         Kalette, Mr. Kanner and Ms. Szubski, $1,000 was contributed by Pubco to such plan.
         Of the amount shown in the 2000, 1999 and 1998 tables for Mr. Dillingham, $1,000 was
         contributed by Buckeye to such plan.  Vesting of benefits under the plan is phased
         in over five years.

(6)      Of the amount shown in the table, $25,329 in 2000, $24,124 in 1999 and $23,085 in
         1998 represents the premiums on life insurance paid for by the Company on Mr.
         Kalette's life, and for which the Company is not a beneficiary; and $4,105 in 2000,
         $4,251 in 1999 and $4,057 in 1998 represents the cost of providing Mr. Kalette with
         use of an automobile during the year.

(7)      All of the amounts shown as paid to or for Mr. Dillingham were paid by the Company's
         printer supplies business.  Of the amount shown in the table, $5,625 in 2000, $4,995
         in 1999 and $4,425 in 1998 represents the premiums on life insurance paid for by the
         Company's printer supplies business on Mr. Dillingham's life, and for which it is
         not a beneficiary; and $5,089 in 2000, $4,194 in 1999 and $5,666 in 1998 represents
         the cost of providing Mr. Dillingham with use of an automobile during the year.


<PAGE>

(8)      In 1988, the Company's printer supplies business adopted a non-qualified plan to
         provide retirement benefits for executive officers and other key employees.  The
         plan provides benefits upon retirement, death or disability of the participant and
         benefits are subject to arestrictive vesting schedule.  Of the amount shown in the
         table for Mr. Dillingham, $24,000 in 2000, $24,000 in 1999 and $30,000 in 1998 was
         contributed to such plan for the benefit of such executive officer with respect to
         each of the years noted.  Vesting of benefits under the plan is phased in over 20
         years and only a portion of the amount contributed for each year has fully vested.

(9)      All of the amounts shown as paid to or for Mr. Matthews were paid by the Company's
         construction products business.  Mr. Matthews has an employment agreement with such
         business providing for a minimum $130,000 per year base salary; a share of Allied's
         earnings in excess of its operating plan earnings, if any, and discretionary bonuses.

(10)     Of the amount shown in the table, $1,663 in 2000, $2,126 in 1999 and $1,710 in 1998
         represents the premiums on life insurance paid for by the construction products
         business on Mr. Matthew's life, and for which it is not a beneficiary; and $5,198 in
         2000, $5,305 in 1999 and $3,993 in 1998 represents the cost of providing Mr.
         Matthews with use of an automobile during that year.

(11)     In 1993, the Company's construction products business adopted a 401-K plan (with a
         profit sharing component) to provide retirement benefits for its employees,
         including officers.  Participating employees make voluntary contributions to the
         Plan, a portion of which such business matches.   All of the amount shown in the
         table for Mr. Matthews was contributed by Allied to such plan.  Vesting of benefits
         under the plan is phased in over three years.

(12)     The amount shown in the table represents the cost of providing Ms. Szubski with use
         of an automobile during the year.
</TABLE>

1998 Equity Incentive Plan

    In July, 1998, the Board of Directors adopted the Company's 1998
Equity Incentive Plan, subject to approval by the Company's stockholders
which was obtained at the Annual Meeting of Stockholders held on
September 14, 1998.  The Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates.  The maximum
number of shares of Common Stock issuable under the Plan as approved by
the stockholders is 200,000.  No stock awards were issued under the Plan
during 1998.  During 1999, the Board amended the Plan which was approved
by the Stockholders in September, 1999, to increase the number of shares
issuable under the Plan by 120,000 shares to 320,000 shares.  No awards
of stock bonuses, restricted stock or stock appreciation rights have been
granted under the Plan.  The following is information on grants of stock
options, all of which were made in 1999:


<PAGE>
AGGREGATE OPTIONS EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

                                               Number of
                                               Securities     Value of
                                               Underlying     Unexercised
                                               Unexercised   In-The-Money
                                               Options At     Options At
                         Shares                Fiscal Year-   Fiscal Year
                        Acquired     Value     End    (#)     End    ($)
                           On       Realized   Exercisable/   Exercisable/
        Name            Exercise #     $      Unexercisable  Unexercisable

Robert H. Kanner                --        --             --             --

Stephen R. Kalette              --        --   5,000/15,000            0/0

William A. Dillingham           --        --  25,000/75,000            0/0

Leo R. Matthews                 --        --             --             --

Maria Szubski                   --        --   2,500/ 7,500            0/0

As of January 21, 2001, an additional 25% of the total options shown in
the table for each individual became exercisable.  The remaining options
become exercisable over the next two years.

Unless covered by an employment agreement with the Company, officers
serve for one year terms or until their respective successors are duly
elected and qualified.

Compensation of Directors

    The Company pays its outside Directors an annual fee of $15,000,
payable monthly.  The Company also reimburses its Directors for any
expense reasonably incurred while performing services for the Company.
Directors who are employees of the Company or otherwise receive
compensation from the Company do not receive any fee for acting as
Directors of the Company.


      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation.  Mr. Kanner and Mr. Kalette are executive officers
of the Company.

<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of March 1, 2001 (i) the number of
shares of Pubco's stock owned, directly or indirectly, by each Director
and executive officer of the Company and by all Directors and officers as
a group, and (ii) the number of shares of Pubco's stock held by each
person who was known by Pubco to beneficially own more than 5% of Pubco's
stock:
<TABLE>
<CAPTION>
                               Common Stock                    Class B Stock         Aggregate
                      Amount and Nature               Amount and Nature              Percent of
                        of Beneficial    Percent of     of Beneficial    Percent of    Voting
Name of Holder        Ownership(1)(2)(5)  Class(5)    Ownership (1)(2)     Class      Power(5)
<S>                        <C>             <C>              <C>             <C>        <C>
Glenn E. Corlett                  --         --                  --           --         --
Jack Howard(6)                 9,867          *                  --           --          *
Harold L. Inlow                   --         --                  --           --         --
Stephen R. Kalette(5)         10,166          *              13,759          2.5        1.7
Robert H. Kanner(3)        2,066,894       68.8             514,044         93.9       85.0
William A. Dillingham(5)      53,725          *                  --           --          *
Leo L. Matthews(4)                --         --                  --           --         --
Maria Szubski(5)               5,000          *                  --           --          *
  3830 Kelley Avenue
  Cleveland, OH 44114

All Directors and
  officers as a group      2,155,652       70.0             527,803         96.4       86.9
  (9 persons)(3)(5)

FMR Corp. (7)
  82 Devonshire Street
  Boston, MA 02109           319,500       10.6                  --           --        3.8

* indicates less than 1%.
</TABLE>

(1) Except as set forth below, each owner has sole voting and investment
    power with respect to the shares beneficially owned by him.

(2) Class B Stock is convertible into Common Stock on a share for share
    basis.  Therefore, ownership of Class B Stock may also be deemed to
    be beneficial ownership of the same number of shares of Common Stock.

(3) Does not include 800 shares of Common Stock owned by Mr. Kanner as
    custodian for his children, as to which shares he disclaims
    beneficial ownership.

(4) Mr. Matthews owns approximately 3.6% of the Common Stock of Allied.

(5) Includes for each respective person and the group, the following
    number of shares of Common Stock which may be acquired within 60 days
    on exercise of stock options: Kalette - 10,000, Dillingham - 50,000,
    Szubski -  5,000, all officers and directors as a group -  75,000.

<PAGE>
(6) Does not include 1,100 shares of Common Stock owned by Mr. Howard's
    wife as custodian for his children, as to which shares he disclaims
    beneficial ownership.

(7) Information concerning FMR Corp. is based upon disclosure contained
    in a Schedule 13G/A filed with the SEC on February 15, 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The Company leases a general purpose 312,000 square foot building in
Cleveland, Ohio (the "Building") on a triple net basis.  The premises are
used for executive and administrative facilities, the manufacturing and
administrative operations of the Company's printer supplies business and
the manufacturing and administrative operations of the Company's
construction products business.  Pubco subleases a portion of the
Building to an unrelated party.  The annual rental for the Building is
approximately $548,700.  The Partnership that owns the Building is 80%
owned and controlled by Mr. Kanner.  Mr. Dillingham, Mr. Kalette and five
other individuals have a minority interest in the Partnership.

<PAGE>
                                PART IV

ITEM l4.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

    (a)   l.  List of Financial Statements
                                                         Page Number

          Consolidated Balance Sheets at
          December 3l, 2000 and l999........................   17

          Consolidated Statements of Income
          for each of the three years in the
          period ended December 3l, 2000....................   19

          Consolidated Statements of Stockholders'
          Equity for each of the three years in
          the period ended December 3l, 2000................   20

          Consolidated Statements of Cash Flows
          for each of the three years in the
          period ended December 3l, 2000....................   21

          Notes to Consolidated Financial Statements........   22


          2.  List of Financial Statement Schedules

          Schedule II - Valuation and Qualifying
          Accounts..........................................   S-1

          All other schedules for which provision is made in the
          applicable accounting regulations of the Securities and
          Exchange Commission are not required under the related
          instructions or are inapplicable and therefore have been
          omitted.

          3.  List of Exhibits

          Exhibit
            No.                        Description

          10.34         April 26, 2000 (Tenth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association.

          10.35         Second Amended and Restated Master Promissory
                        Note and Amended and Restated Pledge and Security
                        Agreement dated April 27, 2000, between Pubco
                        Corporation and KeyBank National Association.

<PAGE>
          10.36         Stock Purchase Agreement dated June 27, 2000
                        between Pubco Corporation and Smith Corona
                        Corporation.

          21            Subsidiaries of the Registrant.

    The following exhibits were previously filed with the Commission as
    indicated in the bracketed [] references and are hereby incorporated
    by reference.

        Exhibit
          No.                          Description


          3.1           Certificate of Incorporation of Pubco, as amended
                        [Form 10-K for year ended December 31, 1987,
                        Exhibit 3.1 and Information Statement dated June
                        27, 1990 for August 14, 1990 Annual Meeting of
                        Stockholders, Appendix I, Exhibit 3.1 and
                        Information Statement dated September 25, 2000
                        for October 26, 2000 Annual Meeting of
                        Stockholders, Exhibit A].

          3.2           By-Laws of Pubco, as amended [Form 10-K for year
                        ended December 31, 1986, Exhibit 3.2(a)].

          10.19         Credit Facility and Security Agreement dated
                        March 1, 1993 between Allied Construction
                        Products, Inc. and Society National Bank [Form
                        10-K for year ended December 31, 1993, Exhibit
                        10.19].

          10.20         Amendments to Credit Facility and Security
                        Agreement dated March 1, 1993 between Allied
                        Construction Products, Inc. and Society National
                        Bank [Form 10-K for year ended December 31, 1994,
                        Exhibit 10.20].

          10.21         June 30, 1995 (Fifth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and Society National Bank. [Form 10-K for year
                        ended December 31, 1995, Exhibit 10.21]

          10.22         December 4, 1996 (Sixth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association. [Form 10-K for
                        year ended December 31, 1996, Exhibit 10.22]

<PAGE>
          10.28         June 30, 1997 (Seventh) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association.  [Form 10-K for
                        year ended December 31, 1997, Exhibit 10.28]

          10.29         July 11, 1997 (Eighth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association.  [Form 10-K for
                        year ended December 31, 1997, Exhibit 10.29]

          10.30         Amended and Restated Master Promissory Note,
                        Pledge and Security Agreement dated November 25,
                        1997, between Pubco Corporation and KeyBank
                        National Association.  [Form 10-K for year ended
                        December 31, 1997, Exhibit 10.30]

          10.31         Second Amended and Restated Master Promissory
                        Note and Security Agreement dated November 25,
                        1997, between Pubco Corporation and KeyBank
                        National Association for the Buckeye Business
                        Products, Inc. Division.  [Form 10-K for year
                        ended December 31, 1997, Exhibit 10.31]

          10.32         August 26, 1998 (Ninth) Amendment to Credit
                        Facility and Security Agreement dated March 1,
                        1993 between Allied Construction Products, Inc.
                        and KeyBank National Association.  [Form 10-K for
                        year ended December 31, 1998, Exhibit 10.32]

          10.33         Pubco Corporation 1998 Equity Incentive Plan.
                        [Information Statement for September 14, 1998
                        Annual Meeting of Stockholders, Appendix A]


    (b)  Reports on Form 8-K Filed during Fourth Quarter

          None
<PAGE>
SIGNATURES


    Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  PUBCO CORPORATION


                                  By:  /s/ Robert H. Kanner
                                     Robert H. Kanner,
                                     Chairman of the Board, President,
                                     Chief Executive Officer


                                  By:  /s/ Maria Szubski
                                     Maria Szubski
                                     Chief Financial Officer

Date:  March 28, 2001


    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by  the following persons on behalf of
the Registrant, on the date indicated above:


                                       /s/ Robert H. Kanner
                                     --------------------------------
                                     Robert H. Kanner, Director


                                       /s/ Stephen R. Kalette
                                     --------------------------------
                                     Stephen R. Kalette, Director


                                       /s/ Glenn E. Corlett
                                     --------------------------------
                                     Glenn E. Corlett, Director


                                       /s/ William A. Dillingham
                                     --------------------------------
                                     William A. Dillingham, Director


                                       /s/ Jack Howard
                                     --------------------------------
                                     Jack Howard, Director


                                       /s/ Harold L. Inlow
                                     --------------------------------
                                     Harold L. Inlow, Director


<PAGE>



                               PUBCO CORPORATION
                                AND SUBSIDIARIES
                                 (Item 14(a)2)
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                                    (000's)

<TABLE>
<CAPTION>

     Column A                        Column B            Column C            Column D        Column E
                                    Balance at          Additions                           Balance at
                                    Beginning           Charged to:                           End of
    Description                     of Period           Cost/Expense        Deductions        Period

<S>                                  <C>                   <C>              <C>              <C>
Allowance for doubtful
  accounts-trade receivables

Year ended December 31, 2000          $  772               $  204           $  290 (A)       $  686


Year ended December 31, 1999          $  848               $  106           $  182 (A)       $  772


Year ended December 31, 1998             931               $   42           $  125 (A)       $  848





<FN>
(A)  Net bad-debt writeoffs.

</TABLE>













                                      S-1

<PAGE>
                              EXHIBIT INDEX

    Exhibit
      No.                             Description

    3.1            Certificate of Incorporation of Pubco, as amended
                   [Form 10-K for year ended December 31, 1987, Exhibit
                   3.1 and Information Statement dated June 27, 1990 for
                   August 14, 1990 Annual Meeting of Stockholders,
                   Appendix I].

    3.2            By-Laws of Pubco, as amended [Form 10-K for year ended
                   December 31, 1986, Exhibit 3.2(a)].

    10.19          Credit Facility and Security Agreement dated March 1,
                   1993 between Allied Construction Products, Inc. and
                   Society National Bank [Form 10-K for year ended
                   December 31, 1993, Exhibit 10.19].

    10.20          Amendments to Credit Facility and Security Agreement
                   dated March 1, 1993 between Allied Construction
                   Products, Inc. and Society National Bank. [Form 10-K
                   for year ended December 31, 1994, Exhibit 10.20].

    10.21          June 30, 1995 (Fifth) Amendment to Credit Facility and
                   Security Agreement dated March 1, 1993 between Allied
                   Construction Products, Inc. and Society National Bank.
                   [Form 10-K for year ended December 31, 1995, Exhibit
                   10.21]

    10.22          December 4, 1996 (Sixth) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.[Form 10-K for year ended
                   December 31, 1996, Exhibit 10.22]

    10.28          June 30, 1997 (Seventh) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.  [Form 10-K for year ended
                   December 31, 1997, Exhibit 10.28]

    10.29          July 11, 1997 (Eighth) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.  [Form 10-K for year ended
                   December 31, 1997, Exhibit 10.29]

    10.30          Amended and Restated Master Promissory Note, Pledge
                   and Security Agreement dated November 25, 1997,
                   between Pubco Corporation and KeyBank National
                   Association.  [Form 10-K for year ended December 31,
                   1997, Exhibit 10.30]

<PAGE>
    10.31          Second Amended and Restated Master Promissory Note and
                   Security Agreement dated November 25, 1997, between
                   Pubco Corporation and KeyBank National Association for
                   the Buckeye Business Products, Inc. Division.  [Form
                   10-K for year ended December 31, 1997, Exhibit 10.31]

    10.32          August 26, 1998 (Ninth) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.  [Form 10-K for year ended
                   December 31, 1997, Exhibit 10.32]

    10.33          Pubco Corporation 1998 Equity Incentive Plan.
                   [Information Statement for September 14, 1998 Annual
                   Meeting of Stockholders, Appendix A]

    10.34          April 26, 2000 (Tenth) Amendment to Credit Facility
                   and Security Agreement dated March 1, 1993 between
                   Allied Construction Products, Inc. and KeyBank
                   National Association.

    10.35          Second Amended and Restated Master Promissory Note and
                   Amended and Restated Pledge and Security Agreement
                   dated April 27, 2000, between Pubco Corporation and
                   KeyBank National Association.

    10.36          Stock Purchase Agreement dated June 27, 2000 between
                   Pubco Corporation and Smith Corona Corporation.

    21             Subsidiaries of the Registrant.



<PAGE>

                       TENTH AMENDMENT TO
	CREDIT FACILITY AND SECURITY AGREEMENT ("Amendment")

     WHEREAS, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware corporation,
(herein called the "Borrower") and KEY CORPORATE CAPITAL INC., a Michigan
corporation (herein referred to as the "Lender") by assignment from KeyBank
National Association (formerly known as Society National Bank), a national
banking association, entered into a Credit Facility and Security Agreement
dated March 1, 1993, which has previously been amended from time to time (as
amended, herein called the "Agreement"), and

     WHEREAS, the Borrower and the Lender have agreed to further amend the
Agreement to extend the Termination Date of the Agreement;

     NOW, THEREFORE, for valuable consideration received to their mutual
satisfaction, the Borrower and the Lender hereby agree as follows:

     1.    The definitions of "Termination Date" appearing in Section 1.2 of
the Agreement is hereby amended by deleting such definition in its entirety
and substituting therefor the following:

     "'Termination Date' means April 30, 2003, or such earlier date on which
     the commitment of the Lender to make Advances pursuant to Section 2.1 of
     this Agreement shall have been terminated pursuant to Sections 10 or 14
     of this Agreement."

     2.    Exhibit A-4 to the Agreement is hereby amended by deleting such
Exhibit in its entirety and substituting the form attached hereto as Exhibit
A-5.  The Borrower hereby agrees that it will, contemporaneously with the
execution of this Amendment to the Agreement, execute and deliver to the
Lender a new Revolving Credit Promissory Note in the form of Exhibit A-5 to
replace the Revolving Credit Promissory Note currently held and owned by the
Lender representing the Borrower's borrowings under the Agreement.

     3.    This Amendment shall be effective as of March _24, 2000.  Except as
previously amended or as herein specifically amended, directly or by
reference, all of the terms and conditions set forth in the Agreement are
confirmed and ratified, and shall remain as originally written.  This
Amendment shall be construed in accordance with the laws of the State of
Ohio, without regard to principles of conflict of laws.  The Agreement and
all other related loan documents executed in connection with the Agreement
shall remain in full force and effect in all respects as if the unpaid
balance of the principal outstanding, together with interest accrued thereon,
had originally been payable and secured as provided for therein, as amended
from time to time and as modified by this Amendment.  Nothing herein shall
affect or impair any rights and powers which the Lender may have under the
Agreement and any and all related loan documents.



     4.    In consideration of this Amendment, the Borrower hereby
releases and discharges the Lender and its shareholders, directors,
officers, employees, attorneys, affiliates and subsidiaries from

<PAGE>
any and all claims, demands, liability and causes of action
whatsoever, now known or unknown, arising prior to the date hereof
out of or in any way related to the extension or administration of
the Obligations of the Borrower (as defined in the Agreement), the
Agreement or any mortgage or security interest related thereto.

     5.    For purposes of this Amendment, the terms used in the
Agreement shall have the same meaning as used herein unless
otherwise defined herein.  The Borrower and the Lender hereby agree
to extend all liens and security interests securing the
Obligations, until said Obligations, as modified herein, and any
and all related promissory notes have been fully paid.  The parties
hereto further agree that this Amendment shall in no manner affect
or impair the liens and security interests evidenced by the
Agreement and/or any other instruments evidencing, securing or
related to the Obligations.  The Borrower hereby acknowledges that
all liens and security interests securing the Obligations are valid
and subsisting.

     6.    The Borrower covenants and agrees (i) to pay the balance
of any principal, together with all accrued interest, as specified
above in connection with any promissory note executed and
evidencing any indebtedness incurred in connection with the
Agreement, as modified by this Amendment, and (ii) to perform and
observe covenants, agreements, stipulations and conditions on its
part to be performed hereunder or under the Agreement and all other
related loan documents executed in connection herewith or thereof.

     7.    The Borrower hereby declares that the Borrower has no set
offs, counterclaims, defenses or other causes of action against the
Lender arising out of the Agreement or any related loan documents,
and to the extent any such set offs, counterclaims, defenses or
other causes of action may exist, whether known or unknown, such
items are hereby waived by the Borrower.

     8.    This Amendment may be executed in counterparts and all
such counterparts shall constitute one agreement binding on all the
parties, notwithstanding that the parties are not signatories to
the same counterpart.

     9.    The Borrower hereby represents and warrants to the Lender
that (a) the Borrower has the legal power and authority to execute
and deliver this Amendment; (b) the officials executing this
Amendment have been duly authorized to execute and deliver the same
and bind the Borrower with respect to the provisions hereof; (c)
the execution and delivery hereof by the Borrower and the
performance and observance by the Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of
the Borrower or any law applicable to the Borrower or result in a
breech of any provisions of or constitute a default under any other
agreement, instrument or document binding upon or enforceable
against the Borrower; and (d) this Amendment constitutes a valid
and binding obligation upon the Borrower in every respect.

              [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
     10.   In consideration for entering into this Amendment,
Borrower agrees to pay Lender a renewal fee of One Thousand Dollars
($1,000.00) payable on the date hereof.  The Borrower further
agrees to reimburse Lender for any and all out-of-pocket costs,
fees and expenses incurred in connection with this Amendment,
including, without limitation, attorney's fees.

     IN WITNESS WHEREOF, the Borrower and the Lender have caused
this Amendment to the Agreement to be executed by their duly
authorized officers as of the _26_ day of April, 2000.

KEY CORPORATE CAPITAL INC.,                      ALLIED CONSTRUCTION
  a Michigan corporation, by assignment           PRODUCTS, INC.,
  from KeyBank National Association               a Delaware corporation,
  (formerly known as Society National Bank),
  a national banking association


By:                                              By: /s/ Richard E. Hojnacki
   -----------------------------                    -----------------------

Name:                                            Name: Richard E. Hojnacki
     ---------------------------                      ------------------------

Its:                                             Its:  EVP/CFO
    ----------------------------                     -------------------------


                                                 And By: /s/ Steven R. Kalette
                                                       ----------------------

                                                 Name:  Steven R. Kalette
                                                      ------------------------

                                                 Its:   VP/Secretary
                                                     -------------------------

<PAGE>
                             EXHIBIT A-5

                  REVOLVING CREDIT PROMISSORY NOTE

$3,000,000.00                                               April _26, 2000
                                                            Cleveland, Ohio


     FOR VALUE RECEIVED, ALLIED CONSTRUCTION PRODUCTS, INC., a
Delaware corporation, (the "Borrower"), promises to pay to the
order of KEY CORPORATE CAPITAL INC. (the "Holder") on April 30,
2003, or sooner as hereinafter provided, the principal amount of
Three Million and no/100 Dollars ($3,000,000.00) or, if less, the
aggregate unpaid principal amount from time to time borrowed by the
Borrower from the Holder pursuant to the Credit Agreement
(hereinafter defined).  The unpaid principal balance outstanding on
this Revolving Credit Promissory Note from time to time (the
"Outstanding Principal Balance") shall be determined by the ledgers
and records of the Holder as accurately maintained.

     This Revolving Credit Promissory Note is the "Revolving Note"
defined and referred to in, and is entitled to the benefits of, a
certain Credit Facility and Security Agreement dated March 1, 1993
(said Credit Facility and Security Agreement as amended and
including, as it may be from time to time further amended, restated
or otherwise modified, being herein called the "Credit Agreement"),
between the Borrower and the Holder, to which reference is hereby
made for a statement of the rights of the Holder and the duties and
obligations of the Borrower in relation thereto, but neither this
reference to the Credit Agreement nor any provision thereof shall
affect or impair the absolute and unconditional obligation of the
Borrower to pay the principal of and interest on this Revolving
Credit Promissory Note when due.  Capitalized terms used in this
Revolving Credit Promissory Note not defined hereinafter shall have
the respective meanings given to such items in the Credit
Agreement.

     This Revolving Credit Promissory Note is being executed and
delivered in substitution for an existing Revolving Credit
Promissory Note executed by Borrower and dated August _26, 1998,
and the execution and delivery of this Revolving Credit Promissory
Note shall not constitute a novation and shall not terminate or
otherwise affect the first lien and security interest of the Holder
in Borrower's property.

     The Outstanding Principal Balance of this Revolving Credit
Promissory Note shall bear interest from and including the date
hereof until the date of payment in full at the rate per annum as
set forth in the Credit Agreement.  All interest on this Revolving
Credit Promissory Note shall be paid in accordance with the terms
of the Credit Agreement.  Interest shall be computed on the basis
of a year of 360 days for the actual number of days elapsed.  All
unpaid principal and interest on this Revolving Credit Promissory
Note shall be due on the maturity date hereof as set forth in the
Credit Agreement.

<PAGE>
     Reference is hereby made to the Credit Agreement which
contains provisions for the acceleration of the maturity hereof
upon the happening of certain stated events and for mandatory
prepayments and voluntary prepayments hereon.  The term "Holder"
includes the successors and assigns of Holder.


     This Revolving Credit Promissory Note is secured by collateral
assigned, pledged or granted to the Holder; reference is made to
the Credit Agreement and the documents and instruments assigning,
pledging or granting said collateral for a description of the
Holder's rights with respect thereto.

     Payment of the principal of and interest on this Revolving
Credit Promissory Note shall be made in lawful money of the United
States of America, by federal funds wire transfer to the main
office of Holder, 127 Public Square, Cleveland, Ohio 44114-1306, or
at such other place or in such other manner of payment as Holder or
any subsequent holder hereof shall have designated to the Borrower
in writing.

     The Borrower waives demand, presentment for payment, notice of
dishonor, protest, and notice of protest and diligence in
collection and bringing suit and agrees that Holder may extend the
time for payment, accept partial payment, take security therefor,
or exchange or release any collateral, without discharging or
releasing the Borrower.

     This Revolving Credit Promissory Note was executed in
Cleveland, Cuyahoga County, Ohio.  The construction, validity, and
enforceability of this Revolving Credit Promissory Note shall be
governed by the laws of the State of Ohio.

     The Borrower authorizes any attorney at law to appear before
any court of record, state or federal, in the county where this
Revolving Credit Promissory Note was executed or where the Borrower
resides or may be found, after the unpaid principal balance of this
Revolving Credit Promissory Note becomes due, either by lapse of
time or by operation of any provision for acceleration of maturity
contained in the Credit Agreement, and waive the issuance and
service of process, admit the maturity of this Revolving Credit
Promissory Note, by reason of acceleration or otherwise, and
confess judgment against the Borrower in favor of the holder of
this Revolving Credit Promissory Note for the amount then appearing
due on this Revolving Credit Promissory Note, together with
interest thereon and costs of suit, and thereupon to release all
errors and to waive all rights of appeal and stay of execution.
The foregoing warrant of attorney shall survive any judgment and
may be used from time to time without exhausting the right to
further use the warrant of attorney and, if any judgment be vacated
for any reason, the holder of this Revolving Credit Promissory Note
nevertheless may use the foregoing warrant of attorney to obtain an
additional judgment or judgments against the Borrower.  Borrower
agrees that the holder's


         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>
attorney may confess judgment pursuant to the foregoing warrant of
attorney.  Borrowers further agrees that the attorney confessing
judgment pursuant to the foregoing warrant of attorney may receive
a legal fee or other compensation from the holder.

WARNING:  BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE
AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF
A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS
YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR
ANY OTHER CAUSE.


                               ALLIED CONSTRUCTION PRODUCTS,
                                INC., a Delaware corporation,


                               By: /s/ Richard E. Hojnacki
                                  ----------------------------

                               Name: Richard E. Hojnacki
                                    --------------------------

                               Title:  EVP / CFO
                                     -------------------------

                               And By: /s/ Steven R. Kalette
                                      ------------------------

                               Name: Steven R. Kalette
                                    --------------------------

                               Its:  VP / Secretary
                                   ---------------------------






<PAGE>

                      SECOND AMENDED & RESTATED
                   MASTER PROMISSORY NOTE ("NOTE")


$10,000,000.00                                             Cleveland, Ohio
                                                        ___April 27_, 2000

     The undersigned, PUBCO CORPORATION ("Company") promises to pay to the
order of KEY CORPORATE CAPITAL INC. ("Lender") at any of its offices, the
principal amount of each Advance, together with interest on the daily
principal balance of such Advance at a rate per annum equal to the Interest
Rate applicable to such Advance. The principal amount of each Advance shall
be due and payable on the Maturity Date applicable to such Advance. Accrued
interest on each LIBOR Advance shall be due and payable on the Maturity Date
applicable to such Advance. Accrued interest on each Prime Advance shall be
due and payable on the first (1st) day of each month. Following the
occurrence of any Event of Default, the daily principal balance of each
Advance shall bear interest at a rate per annum equal to the Default Interest
Rate. Except as may be required by Lender during the continuance of any Event
of Default, no LIBOR Advance may be repaid prior to its Maturity Date.

     This note shall serve as a master note to evidence all Advances;
provided, however, that the aggregate unpaid principal amount of all Advances
shall not at any one time outstanding exceed the lesser of: (i) the amount
specified in the Revolving Credit Facility; or (ii) forty percent (40%) of
the value of the Collateral. This note shall also evidence the obligation of
Company to repay to Lender all Obligations related to the issuance by Lender
or KeyBank of Letters of Credit in the aggregate amount of up to Seven
Million Five Hundred Thousand Dollars ($7,500,000.00) provided that the
aggregate amount of issued Letters of Credit and Advances, all as further
described in the Financing Commitment, shall not exceed Ten Million Dollars.
In the absence of clear and convincing evidence established by Company to
the contrary,  Lender's records as to (a) the principal amount, the Maturity
Date, and the Interest Rate applicable to each Advance, (b) each payment of
principal and interest received by  Lender applicable to each Advance, and
(c) payment of any Letter of Credit, shall be conclusively deemed to be
accurate.

     For each payment of principal or interest not received by  Lender when
due, the Company agrees to pay  Lender a late charge equal to the greater of
ten percent (10%) of the amount of the payment or One Hundred Dollars
($100.00).

     This Note is being executed and delivered as an amendment to and
restatement of an existing Amended and Restated Master Promissory Note dated
November 25, 1997 and the execution and delivery of this Note shall not
constitute a novation and shall not terminate or otherwise affect the rights
of Lender in the Collateral.  This Note is secured by the provisions of that
certain Amended and Restated Pledge and Security Agreement of even date
herewith

<PAGE>
     Company shall pay  Lender commitment fee computed at a rate one-fourth
of one percent (1/4 of 1%) per annum (calculated on the basis of a year of
360 days for the actual number of days elapsed) on the average daily unused
amount of the commitment of the Lender to make the Advances or issue Letters
of Credit hereunder during the period from the date of this Note to the
Maturity Date, payable starting on _______________, 2000, and continuing
quarter annually thereafter, and on April 30, 2003, with respect to the
portion of such preceding period as to which such fee has accrued and remains
unpaid.

     Company waives presentment, demand, notice, protest, and all other
demands and notices in connection with delivery, acceptance, performance,
default, or enforcement of this note. Any request, demand, or notice by or on
behalf of  Lender, when delivered or deposited for delivery, postage prepaid,
by certified United States mail to Company at Company's address set forth
below shall constitute, but shall not preclude other means of, an effective
request, demand, or notice. Any request, demand, or notice by or on behalf of
Company must be in writing and shall not be effective until delivered to
Lender at  Lender's address set forth below.

     At the option of Lender during any Event of Default, all Obligations
shall become immediately due and payable, Lender may terminate the Revolving
Credit Facility (including, without limitation, any obligation of Lender to
make any further Advances or issue Letters of Credit), and  Lender may
require KeyBank to apply or setoff any Cash Security against all Obligations
and pay such amounts to Lender, all without any notice to or demand upon
Company, in addition to any other rights and remedies  Lender may have
pursuant to law, this Note, or any other instruments or agreements, which
rights and remedies shall be cumulative. If during any Event of Default any
LIBOR Advance becomes due and payable and is repaid prior to its Maturity
Date, Company also promises to reimburse  Lender on demand for any resulting
loss, cost, or expense incurred by  Lender as a result of Company's repayment
of such Advance prior to its Maturity Date including, without limitation, any
loss incurred in obtaining, liquidating, or employing deposits from third
parties, but excluding loss of margin for the period after any such payment.
If, because of the introduction of or any change in, or because of any
judicial, administrative, or other governmental interpretation of any law or
regulation there shall be any increase in the cost to Lender of making,
funding, maintaining, or allocating capital to any LIBOR Advance, then
Company shall, from time to time upon demand by Lender, pay to Lender
additional amounts sufficient to compensate  Lender for such increased cost.
If, because of the introduction of or any change in, or because of any
judicial, administrative, or other governmental interpretation of, any law or
regulation, it becomes unlawful for Lender to make, fund, or maintain any
LIBOR Advance, then  Lender's obligation to make, fund, or maintain any LIBOR
Advance shall terminate and each affected outstanding LIBOR Advance shall be
converted to a Prime Advance on the earlier of the applicable Maturity Date
for each such Advance or the date the making, funding, or maintaining of each
such Advance becomes unlawful.


<PAGE>
     All provisions hereof shall be subject to, governed by, and construed in
accordance with Ohio law. The unenforceability of any provision hereof or any
application of any provision hereof shall not affect the enforceability of
any other provision or application of any provision. Any amendment or waiver
hereof or any waiver of any right or remedy otherwise available must be in
writing and signed by the party against whom enforcement of the amendment or
waiver is sought. After all Obligations evidenced by this note become due and
payable, any attorney-at-law is irrevocably authorized to (a) appear for
Company in any state or federal court of record, (b) waive the issuance and
service of process, all errors, and all rights of appeal and stay of
execution, and (c) confess judgment against Company in favor of  Lender for
the principal balance of this note, the amount of all unpaid accrued
interest, the amount of all costs of suit, and the amount of a reasonable
attorney's fee. These authorizations shall survive any judgment(s) and any
vacation of any judgment(s). Company agrees that the  Lender's attorney may
confess judgment pursuant to the foregoing warrant of attorney. Company
further agrees that the attorney confessing judgment pursuant to the
foregoing warrant of attorney may receive a legal fee or other compensation
from the  Lender.

For the purposes of this Note:

     "Advance" means any loan advance made by Lender to Company pursuant to
     the Revolving Credit Facility;

     "Business Day" means a day of the year on which National Banking
     Associations are not required or authorized to close in Cleveland, Ohio
     and, if the applicable Business Day relates to any LIBOR Advance, on
     which dealings are carried on in the London interbank eurodollar market;

     "Company" means the undersigned and its successors and assigns;
     provided, however, that Company may not assign or otherwise transfer any
     of its rights under this note without the express written consent of
     Lender;

     "Cash Flow Coverage Ratio" means (i) the sum of Company's net income
     (after taxes paid in cash), plus depreciation, plus amortization, plus
     interest expense to (ii) the sum of Company's current portion of long
     term debt, plus capitalized lease payment, plus capital expenditures,
     plus interest expense, plus dividends. The Cash Flow Coverage Ratio
     shall be calculated on a quarterly basis.

     "Cash Security" means any present or future (a) money in the possession
     of Lender or KeyBank in which Company has or may have any right, title,
     or interest, (b) Deposit Account maintained with  KeyBank in which
     Company has or may have any right, title or interest, or (c) Instrument
     or General Intangible issued or assumed by Lender or KeyBank in which
     Company has or may have any right, title, or interest;

<PAGE>
     "Collateral" means the custodial account at Key Trust Company of Ohio
     known as Account No. 20-10-200-1123440 and the securities therein which
     are covered by the Pledge and Security Agreement given by Company to
     KeyBank of even date herewith ("Security Agreement").


     "Debt to Worth Ratio" means the ratio of (i) Company's Total
     Indebtedness, minus Subordinated Debt to (ii) Company's total equity
     plus Subordinated Debt, minus related party advances, minus intangible
     assets. The Debt to Worth Ratio shall be calculated on a quarterly
     basis;

     "Default Interest Rate" means that floating rate per annum (calculated
     on the basis of a year of 360 days for the actual number of days
     elapsed) equal to the greater of three percent (3%) in excess of the
     Prime Rate, which rate shall be immediately adjusted to correspond with
     each change in the Prime Rate, or sixteen percent (16%);

     "Deposit Account" shall be defined as set forth in Article 9 of the UCC;

     "Event of Default" means any of the following events or conditions: (a)
     any Obligation evidenced by this Note, the Revolving Credit Facility or
     any Letter of Credit is not paid when such Obligation becomes due and
     payable; (b) any Obligation not evidenced by this note or the Revolving
     Credit Facility is not paid when (or within any applicable grace period
     after) such Obligation becomes due and payable; (c) any material
     representation, warranty, certification, financial statement, loan
     application, information, or record made, furnished, or made available
     to  Lender by or on behalf of Company in connection with any Obligation
     is inaccurate or misleading in any material respect when made,
     furnished, or made available; (d) any material provision of any
     documentation evidencing, securing, or otherwise relating to any
     Obligation is breached; (e) Company (1) is adjudicated by any court in
     any jurisdiction to be insolvent, (2) ceases, is unable, or admits in
     writing the inability to generally pay its debts as they become due, (3)
     makes any general assignment for the benefit of its creditors, (4)
     applies for or consents to the appointment of or the taking of
     possession by any receiver, custodian, trustee, liquidator, or similar
     representative of or for it or of or for any material part of its
     property, or (5) commences or consents to the commencement of any case
     or proceeding with respect to it or any material amount of its property
     pursuant to any Insolvency Law; (f) any case or proceeding pursuant to
     any Insolvency Law is commenced against or with respect to Company or
     any material amount of its property without its consent which is not
     dismissed or stayed within 30 days after its commencement; or (g) any
     judgment, attachment, execution, or similar process aggregating in
     excess of $1,000,000 is rendered, issued, or levied against Company or
     any material amount of its property and is not fully satisfied,
     released, vacated, or bonded within 30 days after its rendering, issue,
     or levy, or (h) Company creates, grants, or permits to exist any lien
     encumbrance, or claim on the Collateral, other than as created by the
     Pledge and Security Agreement and either (i) the Collateral does not
     equal or exceed in fair market value 200% of the outstanding principal
     balance of this Note, or (ii) any such liens, encumbrances or claims
     aggregate in excess of $500,000.
<PAGE>
     "Financing Commitment" shall mean that certain Financing Commitment
     issued by Lender to Company dated of even date herewith.



     "General Intangible" shall be defined as set forth in Article 9 of the
     UCC;

     "Insolvency Law" means any reorganization, arrangement, composition, or
     readjustment of debts, bankruptcy, insolvency, dissolution, liquidation,
     receivership, trusteeship, or similar law of any state or the United
     States;

     "Instrument" shall be defined as set forth in Article 9 of the UCC;

     "Interest Rate" means (a) as to any Prime Advance, that floating rate
     per annum (calculated on the basis of a year of 360 days for the actual
     number of days elapsed) equal to the Prime Rate, which rate shall be
     immediately adjusted to correspond with each change in the Prime Rate,
     and (b) as to any LIBOR Advance, that fixed rate per annum (calculated
     on the basis of a year of 360 days for the actual number of days
     elapsed) equal to one and one-half percent (1.50%) in excess of the
     Reserve Adjusted LIBOR Rate;

     "KeyBank" means KeyBank National Association, a national banking
     association whose principal office is located at 127 Public Square,
     Cleveland, Ohio 44114;

     "Lender" shall mean Key Corporate Capital Inc., a Michigan corporation
     and a subsidiary of KeyBank whose principal office is located at 127
     Public Square, Cleveland, Ohio 44114;

     "Letter of Credit" means any outstanding letter of credit issued by
     Lender on the account of Company;

     "LIBOR Advance" means any Advance that bears interest determined with
     reference to the Reserve Adjusted LIBOR Rate;

     "Libor Reserve Requirements" means, for any Libor Advance, the maximum
     reserves (whether basic, supplemental, marginal, emergency, or
     otherwise) prescribed by the Board of Governors of the Federal Reserve
     System (or any successor) with respect to liabilities or assets
     consisting of or including "Eurocurrency liabilities" (as defined in
     Regulation D of the Board of Governors of the Federal Reserve System)
     having a term equal to the term of such Advance;

     "Maturity Date" means the earlier of (a) the date all Obligations
     evidenced by this note become due and payable or (b) (1) with respect to
     any Prime Advance, April 30, 2003, and (2) with respect to any LIBOR
     Advance, the earlier of (i) April 30, 2003 or (ii) the date selected by
     Company that ends thirty, sixty, ninety or one hundred eighty days after
     the date of the making of such Advance;

<PAGE>
     "Obligations" means any present or future obligation, indebtedness, or
     liability of Company owed to  Lender of whatever kind and however
     evidenced, together with all extensions, renewals, amendments,
     restatements and substitutions thereof or therefor (including, without
     limitation, any evidenced by this note or the Revolving Credit Facility
     or by any Letter of Credit);

     "Prime Advance" means any Advance that bears interest determined with
     reference to the Prime Rate:

     "Prime Rate" means that interest rate established from time to time by
     Lender as  Lender's Prime Rate, whether or not such rate is publicly
     announced. The Prime Rate may not be the lowest interest rate charged by
     Lender for commercial or other extensions of credit;

     "Reserve Adjusted LIBOR Rate" means, with respect to any LIBOR Advance,
     the rate per annum (rounded upwards to the next higher whole multiple of
     1/16% if such rate is not such a multiple) equal to the quotient of (a)
     the rate per annum (rounded upwards to the next higher whole multiple of
     1/16% if such rate is not such a multiple) at which deposits in United
     States dollars are offered at 11:00 a.m. (London, England time) (or as
     soon thereafter as is reasonably practicable) by prime banks in the
     London interbank eurodollar market 2 Business Days prior to the day such
     Advance is made in an amount and with a maturity comparable to the
     amount and maturity of such Advance, divided by (b) a number equal to
     1.00 minus the aggregate (without duplication) of the rates (expressed
     as a decimal fraction) of the LIBOR Reserve Requirements current on the
     date 2 Business Days prior to the day such Advance is made;

     "Revolving Credit Facility" means the revolving credit and letter of
     credit facility held available by  Lender for Company evidenced by a
     letter agreement dated March ___, 2000 and the Financing Commitment
     attached thereto, and this note, together with all extensions, renewals,
     amendments, restatements, and substitutions thereof;

     "Senior Debt to Cash Flow Ratio" means the ratio of (i) Company's
     Obligations and any liabilities incurred under capitalized leases, to
     (ii) the sum of Company's net income (after taxes paid in cash), plus
     depreciation, plus amortization, plus interest expense. The Senior Debt
     to Cash Flow Ratio shall be calculated on a quarterly basis;

     "Subordinated Debt" shall mean Indebtedness of a Person which is
     subordinated, in a manner satisfactory to the  Lender, to all
     Indebtedness owing to the  Lender;

<PAGE>
     "Total Indebtedness" shall mean the total of all items of indebtedness
     or liability which in accordance with generally accepted accounting
     principles would be included in determining total liabilities on the
     liability side of the balance sheet as of the date of determination;

     "UCC" means the Ohio Uniform Commercial Code, as amended.


     In consideration of this Note, Company agrees to pay Lender a renewal
fee of Three Thousand Dollars ($3,000.00) on the date hereof and further
agrees to reimburse Lender for all reasonable out-of-pocket expenses incurred
by Lender in connection with this Note, including, without limitation,
attorney's fees.

     Company, to the extent permitted by law, waives any right to have a jury
participate in resolving any dispute, whether sounding in contract, tort, or
otherwise, between  Lender and Company arising out of, in connection with,
related to, or incidental to the relationship established between Company and
 Lender in connection with this note or any other agreement, instrument or
document executed or delivered in connection therewith or the transactions
related thereto.  This waiver shall not in any way affect, waive, limit,
amend or modify  Lender's ability to pursue remedies pursuant to any
confession of judgment or cognovit provision contained in this note, or any
other agreement, instrument or document related thereto.


WARNING: BY SIGNING THIS PAPER. YOU GIVE UP YOUR RIGHT TO NOTICE
AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY
BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY
CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS. FAULTY GOODS. FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT. OR ANY OTHER CAUSE.


                    COMPANY:        PUBCO CORPORATION

                                    /s/ Steven R. Kalette
                                    -------------------------
                                    By: Steven R. Kalette
                                       ----------------------
                                    Title: VP/General Counsel
                                          -------------------


                                    /s/ Jay A. Goldblatt
                                    -------------------------
                                    And: Jay A. Goldblatt
                                        ---------------------
                                    Title: Asst. Secretary
                                          -------------------


                    ADDRESS:        3830 Kelly Avenue
                                    Cleveland, Ohio 44114



<PAGE>

           AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT


     This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, entered into as
of _April 27_____, 2000, by and between the PUBCO CORPORATION (herein called
the "Pledgor") and KEY CORPORATE CAPITAL INC., a Michigan corporation having
an office at Cleveland, Ohio (herein called the "Lender");

                             W I T N E S S E T H:

     In consideration of and in order to induce the Lender, at any time and
from time to time, at its option, to grant the Liabilities (as herein
defined) to Pledgor, and in further consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

                                SECTION ONE

                                 THE PLEDGE

     As security for the payment of the Liabilities, the Pledgor hereby
grants Lender a security interest in and pledges, assigns and sets over to
the Lender the Collateral (as herein defined), and in particular the items
listed in Exhibit A attached hereto and made a part hereof.  Lender shall not
perfect the security interest pledged herein until and unless an Event of
Default (as defined therein) has occurred with respect to the Liabilities or
a breach has occurred in any of the Loan Covenants contained in the Financing
Commitment, as may be amended from time to time.

     The Pledgor will pledge and set over to the Lender, as further security
hereunder, any additional securities as and when acquired by the Pledgor.

                                SECTION TWO

                           TERMS AND AGREEMENTS

     Section 2.1.  Definitions.  The following terms, when used herein, shall
have the meanings stated.

     (a)     "Collateral" shall include any and all securities or other property
hereby or at any time hereafter pledged to the Lender by the Pledgor and any
replacement and proceeds thereof; and



     (b)     "Liabilities" shall mean loans in the maximum principal amount of
Ten Million Dollars ($10,000,000.00) made by Lender to Pledgor, which loans

<PAGE>
are evidenced by a Second Amended and Restated Master Promissory Note of
Pledgor dated of even date herewith, and any renewals, or rearrangements of
the above as the Lender and Pledgor may make.

     (c)     "Account" shall mean custodial account number 20-10-200-1123440 in
which the collateral is held by Key Trust Company of Ohio, National
Association.

     (d)     "Financing Commitment" shall mean that Financing Commitment issued
by Lender to Borrower and dated of even date herewith.

     Section 2.2.  Warranty.  The Pledgor warrants that the Pledgor is the
sole owner of the Collateral; that the Pledgor has full power and authority
to pledge the same; that all the securities comprised in the Collateral are
validly issued, fully paid and nonassessable; that the Collateral is, and
during the term hereof will remain, free and clear of al liens, charges,
encumbrances, pledges, assignments or transfers of any interest therein or
thereto (other than to the Lender or as permitted in the Promissory Note) and
the Pledgor warrants and will defend the Collateral against the claims and
demands of all persons whomsoever.

     Section 2.3.  Possession of Securities.  The Pledgor warrants that
possession of all certificated securities comprising the Collateral pledged
hereby are in the possession of Key Trust Company of Ohio, National
Association ("Custodian") and held by Custodian for safekeeping as custodian
and registered in the name of Custodian for the benefit of Pledgor and all
book entry securities comprising the Collateral are registered in the name of
Custodian.

     Section 2.4.  Execution of Instruments.  Pledgor shall execute such
instruments as Lender may request in order to assign or endorse to Lender or
its order the title to all the Collateral and will pay the transfer tax or
execute such exemption certificates with respect to such taxes as Lender may
determine are required with respect to any such transfer.

     Section 2.5.  Discharge of Pledge.  If the whole amount of the principal
of, premium (if any) and interest on, the Liabilities shall have been paid in
full and the Lender shall not then have outstanding any obligation to extend
credit to, or acquire the obligations of, the Pledgor, then, and in that
event, all rights and interests assigned and pledged hereby or pursuant
hereto by the Pledgor shall revert to the Pledgor and the right, title and
interest of the Lender therein shall cease, determine and be void and the
Collateral belonging to the Pledgor shall be free and clear of Lender's lien,
and notice of such event shall be given by Lender to Pledgor and Custodian.

     Section 2.6.  Acknowledgment of Custodian.  At such time as set forth in
the letter agreement dated ____April 27___, 2000, between Lender and Pledgor,
Pledgor shall have delivered to Lender an acknowledgment by Custodian of the
Pledge or security interest granted hereby and Custodian's agreement to have
said Pledge noted in its records, and to only release the Collateral pursuant
to the terms hereof, all in form and substance acceptable to Lender.


<PAGE>
     Section 2.7.  Reporting.  At least once each month no later than the
fifteenth (15th) day of each month, Lender shall receive a list of the assets
held by Custodian as Collateral hereunder.

                              SECTION THREE

                            RIGHTS OF PLEDGOR

     Section 3.1.  Rights of the Pledgor Prior to Default.  So long as
(i) the Collateral has a fair market value at least equal to 200% of the
outstanding principal balance of the Liabilities, (ii) the principal balance
of the Liabilities has not become due and payable, (iii) the interest on the
Liabilities is not past due, and (iv) the Pledgor has not become insolvent,
but not thereafter, the Pledgor shall have the right, from time to time, to
exercise all ownership rights, such as right to sell, reinvest in securities
of approximate equal fair market value, and to substitute for any Collateral
other securities of at least equal fair market value and comparable ratings.
The right of Pledgor to exercise the foregoing rights of ownership shall be
subject always to its obligation to maintain Collateral with a fair market
value not less than the sum of 200% of the outstanding principal balance of
the Liabilities.  In the event said fair market value is not maintained and
not restored by delivery of additional Collateral within five business days
after notice thereof from Lender, all of Pledgor's rights of ownership shall
cease until the Collateral returns to said fair market value.  Furthermore,
if a default of any of the Liabilities shall have occurred, then during the
continuance thereof, the Lender, in addition to the other remedies hereunder
provided, may disallow the distribution of all such dividends to the Pledgor
and, in its discretion, may vote or cause its nominee to vote the shares of
stock included in the Collateral.  Pledgor shall have the right from time to
time to withdraw Collateral from the Account as long as the fair market value
of the remaining Collateral is not less than 200% of the outstanding
principal balance of the Liabilities.  Any request for withdrawal after
perfection of Lender's interest in the Collateral shall be evidenced by a
certificate of Pledgor delivered to the Lender and Custodian setting forth
the outstanding principal balance of the Liabilities and the fair market
value of the Collateral as most recently determined by Lender.  The Lender
shall have the right to obtain from Custodian an accounting of the Collateral
in addition to the monthly report furnished to the Pledgor, at such times as
the Lender may reasonably believe that unusual market conditions exist.

     Section 3.2.  No Right of Exoneration.  The Pledgor hereby waives,
releases and discharges any right of exoneration which it may have with
respect to the Liabilities and also any right which it has or may have at
law, in equity, or by statute to require the Lender to pursue or otherwise
avail itself of any rights or remedies which the Lender has or may have
against any other person with respect to any other security at any time held
by the Lender for the payment of the Liabilities.

                           SECTION FOUR

                       RIGHTS OF THE LENDER


<PAGE>
     Section 4.1.  Rights of the Lender on Default of Payment of Any of the
Liabilities.  In the event that any of the Liabilities shall have become
payable pursuant to the provisions thereof whether at maturity, by
declaration, or otherwise and the full amount of such Liabilities or any of
them shall not have been paid in full, all of Pledgor's rights of ownership
in the Collateral referred to in Section 3.1 hereof shall cease and the
Lender may forthwith apply any cash constituting a part of the Collateral to
the payment of the Liabilities ratably, and may collect or otherwise realize
upon any of the Collateral, or any part thereof.  Without limiting the
generality of the foregoing, the Lender in making such realization may, or by
giving notice to Custodian to do so on its behalf, after ten (10) days'
written notice to the Pledgor, sell, assign or otherwise dispose of, or give
options to purchase, or make any other order Lender desires with respect to
the Collateral through any exchange, broker's board or elsewhere, for cash or
credit, or for future delivery, without assumption by the Lender upon any
such sale or sales, public or private, to purchase the whole or any part of
the Collateral free from any right or equity of redemption in the Pledgor or
any one claiming through or under the Pledgor, which right or equity or
redemption in the Pledgor or any one claiming through or under the Pledgor,
which right or equity or redemption is hereby expressly waived and released,
and to apply the net proceeds of such realization, after deducting all costs
and expenses of every kind, to the payment in full of the Liabilities and
Lender shall have the right to do all of the foregoing without any right of
consent by Pledgor.  Any surplus shall be returned to the Pledgor.  The
Pledgor waives, to the full extent permitted by law, all rights of
appraisement or valuation whether before of after sale.

     Section 4.2.  Right of the Lender to Deal With the Liabilities.  The
Pledgor hereby grants to the Lender full power and authority, in the Lender's
uncontrolled discretion and without notice to the Pledgor, to deal with the
Liabilities or any of them, to the extent of the following powers:

     (a)     to grant any waiver or indulgence with respect to any of the
Liabilities; and to effect any release, compromise or settlement with respect
to any of the Liabilities;

     (b)     to waive, or enter into any agreement of forbearance with respect
to, any of the Liabilities, or with respect to all or any part of any other
security for any of the Liabilities at any time held by the Lender, and to
change the terms of any such waiver or agreement of forbearance;

     (c)     to consent to the substitution, exchange or release of all or any
part of any other security at any time held for any of the Liabilities, and
in the case of a substitution or exchange, whether or not the new security
received by the Lender shall be the same or of a different character or value
from the security surrendered by the Lender; and

     (d)     to accelerate the maturity of any of the Liabilities in accordance
with the terms thereof.



No action which the Lender shall take or fail to take pursuant to the
foregoing powers shall operate to release the pledge hereby created.  The
Pledgor shall have no right of recourse against the Lender by reason of any
action which the Lender may take or fail to take pursuant to the foregoing
powers.
<PAGE>
                              SECTION FIVE

                              MISCELLANEOUS

     Section 5.1.  Persons Bound.  This agreement benefits the Lender, its
successors and assigns, and binds the Pledgor and its successors and assigns.

     Section 5.2.  Fair Market Value.  All determinations as to the fair
market value of the Collateral to be made hereunder shall be made by Lender,
on a reasonable basis.  The reasonable judgment of Lender as to the fair
market value of any Collateral shall be final and binding upon all persons
and Lender shall not be liable to any person for any loss resulting from the
exercise of such judgment in good faith.

     Section 5.3.  Governing Law.  This Pledge Agreement shall be deemed to
be a contract made under and shall be construed in accordance with and
governed by the laws of the State of Ohio.  This Pledge shall be interpreted
so as to fully comply with the provisions of Section 8-313 of the Uniform
Commercial Code or any comparable and applicable State Law.

     Section 5.4.  Notices.  All notices hereunder shall be deemed to have
been sufficiently given or served for all purposes hereof, when delivered or
deposited in certified or registered U.S. Mail, postage prepaid, and
addressed to the Company at the address given below or at such other address
either party may have designated to the other in writing.

Pledgor:	Pubco Corporation
                3830 Kelly Avenue
                Cleveland, Ohio 44114
                Attn: General Counsel

Lender:         Key Corporate Capital Inc.
                127 Public Square
                Cleveland, Ohio 44114
                Attn:  Manager, Structured Finance


<PAGE>
IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be
executed as of the date first above written.

                                       PUBCO CORPORATION

                                       /s/ Steven R. Kalette
                                       -----------------------------
                                       By: Steven R. Kalette
                                          --------------------------
                                       Title: VP / General Counsel
                                             -----------------------

                                       /s/ Jay A Goldblatte
                                       -----------------------------
                                       And: Jay A Goldblatte
                                           -------------------------
                                       Title: Asst. Secretary
                                             -----------------------


                                       KEY CORPORATE CAPITAL INC.
                                       a Michigan corporation

                                       By:
                                          -------------------------
                                       Title:
                                             ----------------------
<PAGE>
                            EXHIBIT A
                               TO
                  PLEDGE AND SECURITY AGREEMENT
                          BY AND BETWEEN
                         PUBCO CORPORATION
                               AND
                  KEYBANK NATIONAL ASSOCIATION


Description of Collateral:

     All securities now held or to be held in an account known as Pubco
Corporation Custodial Account No. 20-10-200-1123440, which securities are
held by Key Trust Company of Ohio, National Association ("Custodian")
pursuant to the terms of a Custodial Agreement between Pledgor and Custodian
dated July 16, 1996, a list of which securities currently held is attached
hereto as Exhibit A-1.  This list may be updated and amended as securities
are sold, exchanged or substituted.


<PAGE>
                            EXHIBIT A-1

                            SECURITIES






<PAGE>
                                                         APRIL 27 , 2000
                                                ------------------



Key Trust Company of Ohio, National Association
127 Public Square
Cleveland, Ohio 44114
Attention:
          --------------------------

RE:	Account No. 20-10-200-1123440

Gentlemen/Ladies:

You are hereby notified that the undersigned (hereinafter referred to as
"Borrower") has granted Key Corporate Capital Inc. ("Lender") a security
interest in all securities (the "Securities") held from time to time under
the above-described account to collateralize all of its existing and future
liabilities to Lender.  Please mark your books and records to reflect the
security interest of Lender in the securities.

Although the security interest was granted for purpose of security only, you
are hereby irrevocably authorized and empowered to deal with Lender as if
Lender were the sole beneficial owner of the securities.  Without limiting
the generality of the foregoing provisions, the undersigned expressly agrees
with you as follows:

1.	You are hereby irrevocably (a) authorized to honor all instructions or
orders given to you by Lender in respect of the securities exactly as if
those instructions came from the undersigned and in each case to do so
without any inquiry into Lender's right to give you such instructions on
any right of consent by the undersigned, (b) instructed not to place
orders for the purchase and sale of the securities in the above
described account without the prior consent of Lender, and
(c) instructed not to deliver the securities or any portion thereof to
the undersigned at any time without in each case first obtaining
Lender's written consent.  You are to furnish a copy of the monthly
account statements to Lender by sending such statements to Key Corporate
Capital Inc., 127 Public Square, Cleveland, Ohio 44114, Attention:
Structured Finance Department.

2.	In the event the above account is terminated, for whatever reason, you
shall automatically and immediately give possession of all pledged
securities then held in the account to Lender.

<PAGE>
3.	Whenever you deliver any such securities or anything else to Lender, you
shall have no duty whatever to follow Lender's disposition of any such
item or any proceeds thereof.  You shall be under no duty or obligation
to enforce any right which the undersigned or the undersigned's heirs,
executors, administrators, successors and assigns may have against
Lender or any person, corporation, partnership or association by reason
of any property delivered by you to Lender.

4.	Notwithstanding the security interest granted to Lender, the undersigned
remains responsible and liable for all its obligations and other
liabilities, if any, to you.

5.	The undersigned represents and warrants to you and Lender that the
undersigned is not subject to any limitations, prohibitions or
restrictions which would affect the validity and enforceability of this
letter agreement.

6.	This letter shall not be amended, modified or revoked without the prior
written consent of Lender.  This letter shall bind the undersigned's
heirs, executors, administrators, successors and assigns and shall
benefit Lender and its successors and assigns.

7.	This letter is being executed and delivered to you in triplicate.  If
you accept this letter please sign the form of Acknowledgment below and
return one such copy to undersigned and forward another to Key Corporate
Capital Inc. at the address noted above.

In the Presence of:

                                          PUBCO CORPORATION

                                          /s/ Steven R. Kalette
                                          ----------------------------
/s/ Deborah L Schauer                     By: Steven R. Kalette
-------------------------                    -------------------------
Deborah L. Schauer                        Title: VP / General Counsel
                                                ----------------------

                                          /s/ Jay A Goldblatt
                                          ----------------------------
/s/ Michael Salis                         And: Jay A Goldblatt
-------------------------                     ------------------------
Michael Salis                             Its: Asst. Secretary
                                              ------------------------

Lender hereby agrees that until you shall have been given written notice from
Lender that the indebtedness owed by Borrower or any part thereof has not
been paid in full upon demand, Lender shall have no right to vote the
securities held in the above account and Borrower shall continue to exercise
all such voting rights and be entitled to receive all cash dividends
pertaining to such securities.

                                          KEY CORPORATE CAPITAL INC.

                                          By:
                                             -------------------------
                                          Title:
                                                ----------------------

<PAGE>
                           ACKNOWLEDGMENT


     Key Trust Company of Ohio, National Association ("Custodian"), as
Custodian of the Pubco Corporation Account ("Fund") under the Custody
Agreement ("Custodial Agreement") between itself and Pubco Corporation
("Owner") dated as of July 24, 1996, does herewith acknowledge the pledge of
all of the certain securities of said Fund by Owner to Key Corporate Capital
Inc. ("Lender") pursuant to the terms and conditions of an Amended and
Restated Pledge and Security Agreement dated ______April 27, 2000
("Pledge"), a copy of which is attached hereto as Exhibit "A" and
incorporated herein, and agrees to hold the Fund, until Custodian receives
notice otherwise from Lender, subject to the terms of the Pledge.

Custodian certifies that the Custodial Agreement is, as of the date
hereof, in full force and effect.  Custodian further certifies that there is
nothing in the Custodial Agreement that prohibits the pledge of the assets of
the Fund.

Prior to execution of this Acknowledgment by Custodian, Owner shall be
permitted to deal with the Fund as it deems fit as provided in the Pledge,
including causing the disbursement of sums of money from the Fund.  After
execution hereof by Custodian, thereby perfecting Lender's security interest,
Custodian agrees not to disburse any sum of money from the Fund without the
prior written consent of the Lender; provided Owner may exercise such rights
over the Fund as provided in the Pledge.

Custodian warrants and represents to Lender that it has marked its books
and records to reflect the Lender's security interest and pledge of the
securities held in the Fund to Lender and agrees to hold the securities as
agent for the Lender for the purpose of perfecting the Lender's security
interest in the securities.  Custodian agrees to provide Lender a copy of the
monthly account statement that it provides to the Owner, which statement will
contain a list of assets in the Fund and a current valuation, and at other
reasonable times, upon request by Lender furnish Lender with an unaudited
report of Fund assets.

Upon execution by Custodian hereof, Custodian agrees that until it is
notified by Lender that the Pledge is no longer in effect, it shall hold the
assets of the Fund subject to Lender's security interest, and upon receipt of
written notice from Lender that it is entitled to receive proceeds from the
Owner, Custodian will proceed to the extent necessary to liquidate the assets
of the Fund in accordance with the terms of the Pledge and deliver said
proceeds to Lender.  Lender agrees to indemnify and hold Custodian harmless
for any such actions taken by Custodian in good faith at the direction of
Lender.

     All notices to Lender shall be given by certified mail to:
     Key Corporate Capital Inc.
     127 Public Square
     Cleveland, Ohio 44114
     Attn:  Structured Finance


<PAGE>
     Notwithstanding the foregoing or anything in this Agreement to the
contrary, in the event that Lender desires to perfect its security interest
under the Pledge, Custodian agrees to comply with all orders of Lender,
including, without limitation, any entitlement orders of Lender under Article
1308 of the Ohio Revised Code, all without further consent of Owner.

      IN WITNESS WHEREOF, the undersigned has executed this Agreement by its
duly authorized officers as of the _27_ day of _April_____, 2000.

CUSTODIAN:                               LENDER:

KEY TRUST COMPANY OF OHIO,               KEY CORPORATE CAPITAL INC.
NATIONAL ASSOCIATION

By:                                      By:
   ---------------------------              ---------------------------
Title:                                   Title:
      ------------------------                 ------------------------


Consented to By:

PUBCO CORPORATION

/s/ Steven R. Kalette
------------------------------
By: Steven R. Kalette
   ---------------------------
Title: VP / General Counsel
      ------------------------

<PAGE>
                         STOCK PURCHASE AGREEMENT


   THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this _____day of
June, 2000 by and between PUBCO CORPORATION, a Delaware corporation
("Pubco") and SMITH CORONA CORPORATION, a Delaware corporation ("SCC").

                                 RECITALS

   SCC filed a petition (the "2000 Petition") for relief under Chapter 11
of the United States Bankruptcy Code (the "Code") on May 23, 2000 in the
United States Bankruptcy Court for the District of Delaware (the "Court"),
Case No. 00-2065.  Smith Corona (UK) Holdings, Ltd., Smith Corona (United
Kingdom), Ltd.,  Corona Sphere, Inc., Smith Corona Belgium SA, Smith Corona
France SARL, Smith Corona GMBH and Smith Corona International BV, each of
which is a foreign subsidiary of SCC and all of which are SCC's only active
subsidiaries (individually, a "SCC Subsidiary" or together, the "SCC
Subsidiaries") are not parties to the 2000 Petition and are not in
bankruptcy.

   On May 19, 2000, prior to filing the 2000 Petition, SCC received an
offer to purchase assets from Carolina Wholesale Office Machine Company,
Inc. ("Carolina") which SCC provisionally accepted subject to Court
approval and subject to other higher and better offers (the "Carolina
Agreement").  Under the Carolina Agreement, Carolina would purchase
substantially all of the operating assets of SCC, including without
limitation, all of SCC's inventory and accounts receivable, intellectual
property, furniture, fixtures, equipment, tools, dies, molds, books,
records, drawings, customer lists, contracts, licenses and certifications,
goodwill and name, and other assets which form SCC's business, but would
not purchase the SCC Subsidiaries (the "Acquired Business").

   The Carolina Agreement is structured as an Asset Purchase Agreement
pursuant to Section 363 of the Code and requires the Court to approve a
sale of the Acquired Business free and clear of all liens, claims and
encumbrances.  The Carolina Agreement also requires that SCC assume and
assign to Carolina six executory agreements listed on Schedule 3.15 to the
Carolina Agreement.

   If the Carolina Agreement were to be approved by the Court, SCC
contemplates using the purchase price received (the "Carolina Purchase
Price") to discharge its obligations to the extent possible and in the
order provided under Sections 503 and 507 of




<PAGE>
the Code ("Bankruptcy Code Priority"), however, SCC would cease to exist as
an ongoing entity.

   Subject to Court approval, Pubco desires to effect a transaction under
which SCC would be reorganized under Chapter 11 of the Code (the "Plan of
Reorganization"), would continue to exist as an ongoing entity, and, upon
the effective date of the Plan of Reorganization: (i) all existing shares
and rights to obtain shares of capital stock of SCC would be cancelled;
(ii) Pubco would purchase newly issued shares of SCC Common Stock equal to
49% of the then outstanding capital stock of SCC; and (iii) to the extent
their claims are not able to be paid in full or settled in accordance with
the Bankruptcy Code Priority, from the Purchase Price to be paid by Pubco
hereunder, all existing creditors, all creditors created by the Plan of
Reorganization, and all stockholders of SCC would be issued shares of newly
issued SCC Common Stock equal, in the aggregate, to 51% of the then
outstanding capital stock of SCC.

   The parties believe that the Pubco Agreement offers a higher and better
proposal for SCC and its creditors and desire to set forth the terms of
their agreement (this "Agreement"), subject to approval of the Court and
confirmation of a Plan of Reorganization.

   NOW, THEREFORE, in consideration of the mutual promises, covenants,
warranties and representations contained in this Agreement, and subject to
approval from the Court, the parties agree as follows:

Section l.  Terms of Transaction.

a. Purchase and Sale.  Upon the terms, subject to the conditions, and in
   reliance upon the representations and warranties contained herein, at a
   closing of the transactions contemplated by this Agreement after Court
   approval and confirmation of a Plan of Reorganization (the "Closing"),
   SCC shall sell to Pubco and Pubco shall purchase from SCC, free and
   clear of all liens, claims and encumbrances of any kind whatsoever, a
   mutually agreeable number of shares of newly issued SCC Common Stock
   (the "Pubco Shares") constituting 49% of the then issued and outstanding
   shares of reorganized SCC.  As part of the Plan of Reorganization,
   contemporaneously with the issuance of the Pubco Shares, SCC shall issue
   a corresponding number of shares of newly issued Common Stock, to be
   allocated among SCC's existing creditors and stockholders as their
   respective interests are




<PAGE>
   determined by the Court (the "Creditor Shares"), constituting 51% of the
then issued outstanding shares of reorganized SCC.

b. Purchase Price.  The aggregate purchase price (the "Purchase Price") to
   be paid by Pubco for the Pubco Shares shall be a sum equal to the
   aggregate of the following items:

   i.   The percentage of each of the categories of the Domestic Inventory
        of SCC set forth below, as of the Closing date, as such categories
        and terms are defined in the Carolina Agreement:

           A.      80% of KED Typewriters.
           B.      80% of KED Supplies.
           C.      44% of Non-KED Typewriters.
           D.      75% of Non-KED Typewriter Supplies.
           E.       5% of Inkjet Solutions.
           F.       5% of Headsets.
           G.       0% of Other

   ii.   75% of SCC's Domestic Current Accounts Receivable, as defined in the
         Carolina Agreement, as of the Closing.

   iii.  $100,000 to match the amount offered by Carolina for all other
         assets to be purchased by Carolina.

   iv.   $180,000 to cover the Topping Fee required by Section 6.5 of the
         Carolina Agreement.

   v.    $100,000 to cover the additional minimum amount required under the
         bidding procedures adopted by the Court for SCC and the Court to
         consider an alternative bid (the "Bidding Procedures").

   vi.   Up to $200,000 to be applied, on a last dollar basis, to the
         professional fees and expenses which exceed available cash, if any,
         of preparing and confirming the Plan of Reorganization.

The parties acknowledge that $200,000 of the Purchase Price, evidenced
by a bank check, has been delivered to SCC to be deposited in Escrow
pursuant to the Bidding


<PAGE>
Procedures.  The balance of the Purchase Price shall be wire transferred
to SCC at the Closing, less $450,000 which shall also be wire
transferred, but shall be held in Escrow pending completion of the post
closing adjustment described in paragraph 1c. below.

c. Post-Closing Adjustment.  Section 1.5 of the Carolina Agreement is
incorporated herein by reference except that the term "Pubco" shall be
substituted for the term "Buyer" and the term "SCC" shall be substituted
for the term "Seller" wherever such terms are used therein.

d. DIP Financing.  Congress Financial Corporation ("Congress") currently
provides SCC with a secured line of credit for operating capital and the
issuance of international and stand-by letters of credit (the "Congress
Line"), which line expires September 1, 2000.  Congress has indicated
its intention to terminate its relationship with SCC at September 1,
2000 or earlier.  Subject to the Court validating the amount of the
obligation owed by SCC to Congress under the Congress Line and
confirming the validity of Congress' secured position, Pubco agrees to
cause its Seaside Factors LLC subsidiary ("Seaside") to either (i)
purchase the Congress Line together with Congress' secured position on
SCC's assets as soon as Congress and Seaside can prepare appropriate
assignment and assumption documents evidencing such transfer, or (ii) to
replace Congress as SCC's secured lender effective upon expiration of
the Congress Line on the same general terms and conditions.  In that
regard, to the extent that Congress has issued letters of credit on
SCC's behalf which have not been drawn upon as of the date Congress no
longer is SCC's lender, Seaside will either replace such letters of
credit with letters of credit issued by KeyBank National Association (or
a subsidiary), if practical, or will secure the letters of credit
already issued by Congress with one or more standby letters of credit
issued by KeyBank National Association (or a subsidiary) to protect
Congress from financial exposure thereunder.  Coincident with Seaside
acquiring or replacing the Congress Line, but providing the Court
approves the acquisition or replacement of the Congress Line and
confirms that Seaside will have secured status equal to the status
currently held by Congress, Seaside agrees to: (i) provide SCC with a
working capital line of credit on terms at least as favorable as those
provided by Congress (the "Facility"), (ii) extend the term of the
Facility, to the extent necessary, through the earlier of Closing or
December 31, 2000, and (iii) cause new letters of credit to be issued on
SCC's behalf prior to Closing, within the framework of the Facility, to
enable SCC to continue to operate its business pending the Closing.




<PAGE>
e. Closing.  The Closing shall occur as soon as all terms and conditions to
this Agreement have been satisfied, at such time and place as the
parties shall mutually determine (the "Closing Date"), but no later than
December 31, 2000.

Section 2. Investment Representations of Pubco.

a. Investment Representation.  Pubco acknowledges that the Pubco Shares it
   will be purchasing will be acquired for its own account, for investment
   purposes only, and not with a view to the resale or distribution thereof
   and that Pubco has no present intention to sell or otherwise dispose of
   such shares except in compliance with the provisions of the Securities
   Act of l933, as amended (the "Securities Act").  The certificates
   evidencing the shares shall bear a restrictive legend in substantially
   the following form:

       "The shares represented by this certificate have not been registered
       under the Securities Act of l933.  The shares have been acquired for
       investment and may not be sold in the absence of an effective
       Registration Statement under the Securities Act of l933 or an
       opinion of counsel that registration is not required under said
       Act."

   Pubco further represents that (i) it has sufficient assets to bear the
   economic risks of its investment, (ii) payment of the Purchase Price
   does not and will not adversely affect its financial condition or its
   ability to pay its obligations as they become due, and (iii) it has the
   capacity to evaluate the merits and risks of its investment.

Section 3.  Representations and Warranties of SCC.  SCC represents and
warrants to Pubco that:

a. Organization.  SCC is a corporation, duly organized, validly existing
   and in good standing under the laws of the State of Delaware and has all
   corporate power and authority to carry on its business as now being
   conducted and to own its properties, and is duly licensed or qualified
   and in good standing as a foreign corporation in each jurisdiction in
   which it is required to be so licensed and qualified, except where the
   failure to be so licensed or qualified would not have a material adverse
   effect on the financial condition, assets, liabilities, results of
   operations or business of SCC.

b. Authority




<PAGE>
   i.    The Board of Directors of SCC has authorized the execution, delivery
         and performance of the Pubco Agreement by SCC, subject to Court
         approval.

   ii.   The Court has determined that the transactions described in the
         Pubco Agreement (A) constitute a Bankruptcy Transaction, as that
         term is defined in the Carolina Agreement and (B) represent a higher
         and better offer to the SCC bankruptcy estate than any other offer
         received by SCC under the Court approved bidding procedures, and has
         authorized and directed SCC to execute, deliver and perform this
         Agreement.

   iii.  SCC has taken (or by the Closing will have taken) all action
         required by the Code (including confirmation of a Plan of
         Reorganization) and other applicable laws, its Certificate of
         Incorporation, its By-Laws or otherwise, to authorize such
         execution, delivery and performance of this Agreement and the sale
         of the Pubco Shares to Pubco.

   iv.   Based upon and subject to the foreoging, this Agreement constitutes
         a valid and binding agreement of SCC enforceable in accordance with
         its terms.

c. Pubco Shares.  Subject to Court confirmation of the Plan of
   Reorganization, at the Closing on the Closing Date, the Pubco Shares (i)
   will be fully paid and non-assessable and free and clear of all liens,
   claims and encumbrances of any type whatsoever other than transfer
   restrictions arising under state or federal securities laws, and (ii)
   will represent 49% of the then issued and outstanding capital stock of
   SCC.

d. SCC Subsidiaries  SCC owns l00% of the outstanding shares of capital
   stock of each SCC Subsidiary.  All outstanding shares of capital stock
   of each SCC Subsidiary have been validly issued, are fully paid and
   nonassessable, and are owned by SCC free and clear of all liens and
   encumbrances of any kind or nature whatsoever.  There are no outstanding
   rights or options to acquire nor are any outstanding securities
   convertible into stock of any SCC Subsidiary, nor outstanding securities
   or other instruments convertible into shares of capital stock of any SCC
   Subsidiary, nor obligations, options or rights to acquire any of such
   convertible securities.  Each SCC Subsidiary is a corporation
   incorporated and in good standing under the laws of the jurisdiction of
   its incorporation, is duly qualified or licensed to do business as a
   corporation and in good standing in each jurisdiction listed where it is
   required to be



<PAGE>
   qualified or licensed, and has the corporate power and authority to own
   all of its property and assets and carry on its business as it is now
   being conducted.

e. No Violations.  Subject to obtaining approval of the Court and
   confirmation of a Plan of Reorganization, the execution and delivery of
   this Agreement by SCC does not and the consummation of the transactions
   contemplated hereby will not, with the passage of time, giving of notice
   or otherwise, (i) violate any provision of the Certificate of
   Incorporation or By-Laws of SCC, (ii) violate any provision of or result
   in the default, creation or acceleration of any obligation under any
   mortgage, note, lien, lease, franchise, license, permit, agreement,
   instrument, order, arbitration, judgment or decree, (iii) result in the
   termination of any license, franchise, lease or permit to which SCC or
   any of the SCC Subsidiaries is a party or by which SCC or any of the SCC
   Subsidiaries is bound, or (iv) create a lien or permit a restriction to
   be placed upon any of the Pubco Shares.  SCC and each of its
   Subsidiaries has in effect all material federal, state, local and
   foreign governmental, regulatory and other authorizations, permits and
   licenses, necessary for each of them to own or lease their respective
   properties and assets and to carry on their respective businesses as now
   being conducted.

f. Litigation.  There are no suits, actions, claims, proceedings or
   investigations, outside the jurisdiction of the Court, which have not
   been stayed by the Court as the result of the filing of SCC's Chapter 11
   proceeding.  Any potential adverse party to any dispute which could give
   rise to any suit, action, claim or proceeding has been or will be
   scheduled as a creditor or potential creditor of SCC in SCC's 2000
   Petition Chapter 11 proceeding.

g. Title to Assets.  Except for consensual liens in favor of Congress and
   the PBGC which in the aggregate do not exceed $2,500,000, SCC and the
   SCC Subsidiaries own free and clear of any liens, claims or
   encumbrances, all of the real and personal property reflected on SCC's
   and the SCC Subsidiaries' books except for leased property which belongs
   to third parties.

h. Taxes.  SCC and each SCC Subsidiary has filed all federal, state,
   county, local, and foreign income, excise, property, employment, sales,
   use, franchise and other tax returns, estimated tax declarations and
   related information (hereinafter called the "returns") which are
   required to be filed up to and including the date hereof and has paid
   all taxes (including any interest and penalties thereon) and all
   installments of estimated taxes which have become due pursuant to such
   returns, or pursuant to any


<PAGE>
   assessment which has become payable, and no extension of the time for
   filing a federal, state, county, local or foreign tax return is
   presently in effect.  Neither SCC nor any SCC Subsidiary is aware of any
   inaccuracies in the preparation of such returns and all amounts shown
   due thereon have been paid.  The consolidated U.S. federal income tax
   returns filed by SCC for the year ended June 30, 1996 and all prior
   periods have been examined by the Internal Revenue Service or the
   applicable statute of limitations relating thereto has expired.  The New
   York, franchise/income tax returns filed by SCC for the year ended June
   30, 1996 and all prior periods have been examined by the New York
   Department of Taxation or the applicable statute of limitations thereto
   has expired.  Except for the unpaid portion of the amount due the IRS
   arising under SCC's first Chapter 11 proceeding confirmed on February
   28, 1997 and state franchise and sales taxes approximating $80,000 (the
   "First Chapter Proceeding"), no tax audits, unpaid assessments or
   disputes with any taxing authorities are presently pending and neither
   SCC nor any SCC Subsidiary has waived the statute of limitations with
   respect to any of its returns.

i. Trademarks, Trade names and Patents.  Schedule 3.9(a) to the Carolina
   Agreement lists all of the patents, trademarks and trade names and other
   intellectual property (together, the "Intellectual Property") owned by
   SCC and the SCC Subsidiaries, or used in their businesses.  Except for
   (i) the license granted to Office Depot under agreement dated July 16,
   1999, a copy of which has been delivered to Pubco, (ii) any consensual
   lien in favor of Congress or the PBGC covering Intellectual Property,
   (iii) any rights in the Intellectual Property granted to SCC
   Subsidiaries, and (iv) and rights granted to suppliers of SCC's
   inventory to place the SCC name on inventory produced for SCC, all of
   the Intellectual Property is owned by SCC free and clear of all liens,
   claims or encumbrances and none of the Intellectual Property has been
   given, sold or licensed to any third party.  To the best of SCC's
   knowledge, no person has infringed or is infringing upon any of the
   Intellectual Property and the Intellectual Property does not infringe
   upon any intellectual property right of any third party.  The term
   "Intellectual Property" as used herein shall have the same meaning as
   set forth in Section 3.9(f) of the Carolina Agreement.

j. Accounts Receivable.  All accounts receivable of SCC and the SCC
   Subsidiaries have arisen from bona fide transactions between SCC or such
   SCC Subsidiaries and the persons obligated thereon, and SCC is not aware
   that any of such receivables are subject to counterclaims or setoffs or
   are in dispute except to the extent that, in the aggregate, adequate
   reserves have been established.




<PAGE>
k. Inventories.  All inventories reflected on Schedule 3.11 to the Carolina
   Agreement are valued and listed on SCC's consolidated balance sheet
   dated March 31, 2000, at the lower of cost or market and, in the
   aggregate, the reserves provided in connection with such valuation are
   adequate.

l. Absence of Material Changes in Condition.  Except for changes
   necessitated by SCC's 2000 Petition Chapter 11 filing, SCC and the SCC
   Subsidiaries have been conducting their business in the ordinary course
   since May 23, 2000.  Neither SCC nor any SCC Subsidiary has changed the
   type of business in which SCC or any SCC Subsidiary is engaged, or the
   manner of conducting the business of SCC or any SCC Subsidiary.  No real
   or personal property of SCC or the SCC Subsidiaries has been disposed of
   out of the ordinary course of business since the 2000 Petition Chapter
   11 filing, except such dispositions as are not material in the
   aggregate.

m. Permits and Licenses.  To the best of its knowledge, (i) SCC and each
   SCC Subsidiary have all permits, licenses, franchises and other
   authorizations necessary to and have complied with all laws applicable
   to, the conduct of their business in the manner and in the areas in
   which such business is presently being conducted and all such permits,
   licenses, franchises and authorizations are valid and in full force and
   effect; (ii) neither SCC nor any SCC Subsidiary has engaged in any
   activity which would cause revocation or suspension of any such permits,
   licenses, franchises or authorizations and no action or proceeding
   looking to or contemplating the revocation or suspension of any thereof
   is pending or threatened; and (iii) no approvals or authorizations will
   be required as a result of the transactions contemplated by this
   Agreement, to permit SCC to continue its business and the business of
   the SCC Subsidiaries as presently conducted after consummation of the
   transactions contemplated by this Agreement.

n. Environmental Matters.  Except as disclosed in the plan of
   reorganization confirmed in the First Chapter Proceeding, to the best of
   SCC's knowledge, (i) SCC and each of the SCC Subsidiaries has complied
   in all material respects with all environmental laws regulating the
   conduct of their respective businesses, and the disposal of their
   respective waste materials; (ii) neither SCC nor any of the SCC
   Subsidiaries has been named as a potentially responsible party ("PRP")
   in any pending environmental action instituted by the US Environmental
   Protection Agency or any state environmental protection agency or
   equivalent, and to the best of SCC's knowledge, no such actions are
   threatened against SCC or any of the SCC Subsidiaries, either alone or
   in conjunction with other PRPs; (iii) neither SCC nor any of the SCC



<PAGE>
   Subsidiaries is involved in any pending or threatened investigation,
   inquiry, litigation, suit, complaint or administrative action alleging
   that it is or may be in violation or otherwise liable under any
   environmental law.

o. Material Contracts.  As of the Closing, SCC shall not be in material
   default or breach under its agreements with Matco Electronics Group,
   Inc. ("Matco") or Kedcom Ltd. ("Kedcom"), except to the extent that the
   Purchase Price is to be used to cure such defaults or breaches, which
   defaults or breaches must be cured in full as of the Closing Date.

p. Customers, Suppliers, Distributors.  No supplier, customer or
   distributor of SCC doing business with SCC in excess of $20,000 per
   year, has canceled or otherwise terminated or threatened to terminate
   its business relationship.

q. Warranty Claims.  SCC has reserved approximately 4% of its sales for
   warranty and related claims.  Such reserve is adequate in view of SCC's
   warranty claim experience.

r. Consents.  Except for approval of the Court and confirmation of a Plan
   of Reorganization, no consent, approval, order or authorization of any
   Federal, state, local or foreign government, or any court,
   administrative or regulatory agency or commission or other governmental
   authority or agency, domestic or foreign is required to be obtained by
   SCC or the SCC Subsidiaries to enter into or consummate this Agreement.

s. Capital Stock.  As of the date of this Agreement, the authorized capital
   stock of SCC consists of 100,000,000 shares of Common Stock, $.001 par
   value per share and 10,000,000 shares of Preferred Stock, $.0001 par
   value per share.  As of the date hereof, 3,220,180 of the Common Shares
   are issued and outstanding.  None of the Preferred Shares are issued and
   outstanding, although 10,000 shares of Preferred Stock, Series A, are
   reserved for issuance.  All of the issued and outstanding Common Shares
   are duly authorized, validly issued, fully paid and nonassessable.  Each
   Common Share is entitled to one vote and no shareholders are entitled to
   preemptive rights by virtue of ownership of Common Shares.  Except for
   the options and grants issued under the SCC Stock Incentive Plan
   previously furnished to Pubco and except for the SCC Rights Agreement
   dated as of February 28, 1997, there are no (i) outstanding obligations,
   options or rights to acquire shares of SCC's capital stock, of any
   class; (ii) outstanding securities or other instruments convertible into
   shares of SCC's capital stock; nor (iii) obligations, options or rights
   to acquire any of such



<PAGE>
   convertible securities.  As of the Closing, all of such issued shares,
   options, rights and warrants will be cancelled.  Claims of such
   shareholders, option holders, rights holders and warrant holders will be
   treated as specified in the Plan of Reorganization.  Except for the
   Schedule 13G filed by Neal and Karen Dem reporting an acquisition on
   April 25, 2000, no Schedule 13D or Schedule 13G reporting the
   acquisition of beneficial ownership of 5% or more of the capital stock
   of SCC.

t. Bankruptcy/Conduct of Business by SCC Subsidiaries.  On May 23, 2000,
   SCC filed for Protection under Chapter 11 of the Code and since such
   date, has operated its business under protection of the Court.  None of
   SCC's subsidiaries is a party to such proceeding and the business of
   each such subsidiary has been operated in the ordinary course.

u. SCC's Books and Records.  SCC has provided Pubco with unrestricted
   access to SCC's books and records and the books and records of the SCC
   Subsidiaries.  SCC's books and records fairly and correctly set forth
   and disclose, in all material respects, the assets, liabilities and
   financial condition of SCC and the SCC Subsidiaries and their respective
   sales, earnings and result of operations for the periods covered.

v. Equipment.  Except for tooling owned by SCC and in the possession of its
   inventory manufacturers, SCC's and each SCC Subsidiary's material
   equipment is in SCC's or such SCC Subsidiary's actual possession and all
   such equipment is in reasonably good working order and repair, free from
   any known material defects.

w. Purchase Orders.  SCC will not order any inventory or enter into any
   agreement for services the delivery or performance of which can not be
   completed prior to the Closing without first obtaining Pubco's written
   consent.

x. Employee Matters.  All defined benefit employee retirement benefit plans
   of SCC have been or will be terminated and to the extent permitted by
   law, all other employee benefit plans of SCC will be terminated or
   provided for in the Plan of Reorganization and the benefits paid out as
   of the Closing.  Except for $240,000 retention plan to induce employees
   to remain after the Chapter 11 filing date and except for the severance
   plan for Martin D. Wilson previously furnished to Pubco, there are no
   employment agreements or severance or other arrangements with any
   current SCC employees.




<PAGE>
y. Affiliate Interest.  To SCC's knowledge, no officer or director of SCC
   or any SCC Subsidiary has any material interest in any property, real or
   personal, tangible or intangible, including Intellectual Property used
   in or pertaining to the business of SCC or any SCC Subsidiary.

z. Historical Financial Statements.  There exists or will exist as of the
   Closing Date, consolidated audited financial statements for SCC and the
   SCC Subsidiaries, prepared in accordance with Generally Accepted
   Accounting Principles consistently applied, for at least SCC's last
   three fiscal years, which statements have been or will be made available
   to Pubco to enable it to file with the Securities and Exchange
   Commission ("SEC") on a timely basis, a Form 8-K which contains all
   required financial statements and pro-forma financial information, and
   other Pubco periodic financial reporting documents.  SCC will be current
   as of the Closing Date in its filings with the SEC.

aa.Financial Statements.  The (i) audited consolidated financial statements
   of SCC and SCC Subsidiaries as of June 30, 1999 and (ii) unaudited
   financial statements of SCC and its Subsidiaries as of March 31, 2000
   (the "Latest Balance Sheet Date") and for the nine months then ended,
   including the notes and schedules accompanying each of the foregoing,
   copies of which have been delivered by SCC to Pubco, are consistent with
   the books and records of SCC, fairly present the financial position of
   SCC and its Subsidiaries as of such dates and the results of their
   consolidated operations for such periods, and, except as otherwise noted
   in any such interim financial statements, have been prepared in
   accordance with generally accepted accounting principles applied on a
   basis consistent with that of preceding periods.

Section 4.  Survival of SCC's Representations and Warranties.  Except for
the representations and warranties of SCC contained in Section 3b with
respect to title and authority, in Section 3h with respect to taxes, and in
Section Z with respect to historical financial statements, the warranties
and representations made by SCC in Section 3 of this Agreement shall not
survive the Closing.

Section 5.  Representations and Warranties of Pubco.  Pubco represents and
warrants as follows:

        a. Organization and Standing.  Pubco is a corporation duly organized,
           validly  existing and in good standing under the laws of the State
           of Delaware.




<PAGE>
        b. Authority of Pubco.  Pubco's Board of Directors has authorized this
           Agreement, Pubco has the corporate power to execute and deliver this
           Agreement, and Pubco has taken (or by the Closing will have taken)
           all action required by law, its Certificate of Incorporation, its
           By-Laws or otherwise, to authorize such execution, delivery and
           performance of this Agreement and purchase of SCC Shares by it, and
           this Agreement is its valid and binding agreement enforceable in
           accordance with its terms, except as enforceability may be limited
           by provisions of law relating to bankruptcy, insolvency, or
           creditors rights, or by general principles of equity.

        c. No Violation.  The execution and delivery of this Agreement do not
           and the consummation of the transactions contemplated hereby will
           not, with the passage of time, giving of notice or otherwise,
           violate any provision of its Certificate of Incorporation or By-Laws
           or violate any provision of or result in the acceleration of any
           obligation under any mortgage, note, lien, lease, franchise,
           license, permit, agreement, instrument, order, arbitration or
           judgment or decree or in the termination of any license, franchise,
           lease or permit to which it is a party or by which it is bound.

        d. Litigation.  Pubco is not subject to any pending or threatened
           litigation or administrative proceedings of any governmental agency
           or body which would prevent it from completing the transactions
           contemplated by this Agreement.

        e. No Consents.  No consent of other parties to any mortgage, note,
           lease, franchise agreement, license or permit to which Pubco is a
           party is necessary to permit consummation of the transactions
           contemplated hereby.

        f. Financial Ability.  Pubco has the financial ability to conclude the
           purchase of all or any portion of the SCC Shares in accordance with
           this Agreement and Seaside has the financial ability to replace
           Congress as the SCC's DIP lender.

Section 6.  Survival of Pubco's Representations and Warranties.  Except for
Pubco's investment representation contained in Section 2 of this Agreement
and the representations and warranty of Pubco contained in Section 5.b,
with respect to its authority to enter into this Agreement and perform its
obligations hereunder, the warranties and representations made by Pubco in
Section 5 of this Agreement shall not survive the Closing.




<PAGE>
Section 7. Pubco's Conditions to Closing.  The obligation of Pubco to
proceed with Closing of the transactions contemplated by this Agreement is
subject to the satisfaction at or prior to Closing of each of the following
conditions:

        a. Representations and Warranties.  The representations and warranties
        of SCC set forth in Section 3 of this Agreement shall be true, complete
        and accurate in all material respects as of the Closing except as
        follows:

           i.   Taxes arising from audits or assessments after the date of this
                Agreement which are not the result of SCC's failure to file
                returns or pay taxes related thereto;

           ii.  With regard to Section 31, changes consistent with any new
                business plan instituted by SCC after consultation with and
                approval by Pubco;

           iii. With regard to Section 3p, changes in customers not initiated
                by SCC>

        b. Absence of Suits.  No action, suit or proceeding shall have been
           instituted to restrain, prohibit or otherwise challenge the legality
           of the transactions contemplated by this Agreement.

        c. Termination of Defined Benefit Pension Plans.  All defined benefit
           employee benefit plans of SCC, including the SCC frozen Salary
           Pension Plan, shall have been terminated.

        d. Confirmation of Plan of Reorganization.  No later than December 31,
           2000 (the "Confirmation Date"), the Court shall have confirmed a
           Plan of Reorganization reasonably acceptable to Pubco and its
           bankruptcy counsel.

        e. No Material Changes in SCC.  Between May 23, 2000 and the
           Confirmation Date, there shall have been no material adverse change
           in (i) the nature of SCC's business, (ii) SCC's Principal Customers
           (defined to mean Wal-Mart Store, Office Max, Office Depot, Staples,
           United Stationers and S.P. Richards), products or suppliers, or
           (iii) the way SCC conducts its business, except as follows:

           i.   Changes approved by Pubco in writing; and




<PAGE>
           ii.   Changes in SCC's Principal Customers not initiated by SCC.

        f. Contents of Plan of Reorganization.  The Plan of Reorganization
           shall provide, among other things, that:

           i.    All debt of SCC and all claims against SCC in existence as of
                 the Confirmation Date have been settled and paid out of the
                 Purchase Price, out of other SCC cash accumulated prior to the
                 Confirmation Date, or utilizing a distribution of Creditor
                 Shares.

           ii.   All SCC shares, and all rights, warrants and options to
                 acquire or convert into SCC shares in existence as of the
                 Confirmation Date, have been cancelled as of that date and
                 the Pubco Shares and Creditor Shares to be issued as a part
                 of the Plan of Reorganization shall be the only equity
                 securities of SCC, or securities convertible into equity
                 securities of SCC, in existence thereafter.

           iii.  All of the assets of SCC as of the Confirmation Date,
                 including stock in the SCC Subsidiaries, are free and clear
                 of all liens and encumbrances of any kind or nature.

           iv.   All secured creditor claims have been paid in full or settled
                 as of the effective date of the Plan of Reorganization.

           v.    All administrative claims have been paid in full or settled as
                 of the effective date of the Plan of Reorganization.

           vi.   The priority claims have been paid in full or settled as of the
                 effective date of the Plan of Reorganization.

           vii.  To the extent permissible by law, any environmental claims are
                 discharged in the Plan of Reorganization.

           viii. The Matco Agreement and the Kedcom Agreement have been
                 assumed by SCC as of the Confirmation Date and all pre
                 Confirmation Date claims related thereto have been paid in
                 full or voluntarily compromised.






<PAGE>
           ix.   All other executory contracts of SCC have been rejected and
                 terminated as of the Confirmation Date.

           x.    SCC has either resolved all disputed claims as of the
                 Confirmation Date or is using and will continue to use its
                 best efforts to resolve those claims.

           xi.   The Certificate of Incorporation of reorganized SCC shall
                 include a provision to the effect of Article IV, Section 5 of
                 the current Certificate of Incorporation, except that the
                 provision shall not expire until a date more than three years
                 after the later of the confirmation date of the Plan of
                 Reorganization or three years after the closing of the 2000
                 Petition Chapter 11 case, whichever is later.

        g. Matco Agreement.  The November 24, 1997 manufacturing agreement with
           Matco Electronics Group, Inc. ("Matco") has been assumed by SCC and
           any defaults or breaches thereunder have been cured as of the
           Confirmation Date, and Matco and SCC shall have agreed to the terms,
           which must be satisfactory to Pubco, under which Matco will continue
           to supply goods to SCC after the Confirmation Date and for the
           duration of the original term of the Matco agreement.

        h. Change in Ownership.  As of the Confirmation Date, there has not
           been a Change in ownership as defined in Section 382(g) of the IRS
           Code.

        i. Stock Certificates.  On the Confirmation Date, SCC shall have
           delivered to Pubco certificates evidencing the Pubco Shares, free
           and clear of all liens and encumbrances.

        j. Appointment of Pubco Nominees, Resignation of certain SCC Directors
           Contemporaneous with the Closing, the SCC Board of Directors shall
           be fixed at 5 seats, all existing SCC Board members except Peter
           Parts and William Morgan, or such other independent individuals
           designated by SCC's existing Board of Directors, shall have
           resigned, and three individuals designated byPubco shall have been
           appointed as SCC directors to fill the vacancies created by such
           resignations.




<PAGE>
Section 7A.  Restrictions on Stock Accumulation During Pendency.  SCC shall use
it reasonable best efforts to have the Court approve a procedure granting SCC
advance notice of any transfers of SCC Common Stock prior to the Confirmation
Date: (i) which will result in any person identified in Section 382(k)(7) of
the Internal Revenue Code of 1986, as amended (the "IRS Code"), owning or deemed
to own, directly or indirectly, 5% or more of the capital stock of SCC, or (ii)
any person already owning, directly or indirectly, 5% or more of the capital
stock of SCC, increasing such person's ownership, and allowing SCC to object.

Section 7B.  Restrictions on Selling Trade Claims.  SCC shall use its
reasonable best efforts to have the Court approve a procedure granting SCC
advance notice of any sale or transfer of claims against SCC prior to the
Confirmation Date, and allowing SCC to object.

Section 8. SCC's Conditions to Closing.  The obligation of SCC to proceed
with the Closing is subject to the satisfaction at or prior to the Closing
of each of the following conditions:

   a. Representations and Warranties.  The representations and warranties
      of Pubco set forth in Section 5 of this Agreement shall be true,
      complete and accurate in all material respects as of the Closing
      Date.

   b. Absence of Suits.  No action, suit or proceeding shall have been
      instituted to restrain, prohibit or otherwise challenge the legality
      of the transactions contemplated herein.

Section 9. Further Cooperation.  Between the execution date of this
Agreement and the Closing, SCC will keep Pubco and its advisors timely
informed concerning the financial condition and results of operation of SCC
and all matters concerning its relationships with its customers and
vendors.  Should any material changes be contemplated in such relationships
or in the way SCC will be operated during such period, Pubco shall be
consulted and permitted to voice its opinion on the matter.

Section 10. Termination.  This Agreement may be terminated and the
transactions contemplated hereby abandoned at any time prior to or on the
Closing Date:

   a. Mutual Consent.  By the mutual written consent of Pubco and SCC.





<PAGE>
   b. Failure to Close by December 31, 2000.  By Pubco if the transactions
      contemplated by this Agreement have not been consummated on or
      before the close of business on December 31, 2000.

   c. By Pubco.  By Pubco if the conditions to its obligations hereunder
      have not been satisfied on or before the Closing Date.

   d. By SCC.  By SCC if the conditions to its obligations hereunder have
      not been satisfied on or before the Closing Date.

   e. Effect of Termination.  In the event of the termination or
      abandonment of this Agreement as provided herein, this Agreement
      shall become void and shall have no force or effect without any
      liability on the part of Pubco or SCC to each other, provided,
      however, that this Section shall not relieve any liability of any
      party to the other if such termination occurred because a party
      willfully failed materially to perform any of its obligations under
      this Agreement nor shall it relieve SCC of the obligation to return
      the $200,000 deposit in Escrow unless the termination was by SCC as
      the result of Pubco willfully and wrongfully failing to perform its
      material obligations under this Agreement.

Section 10A.  Failure of Plan of Reorganization.  In the event the stock
purchase contemplated by this Agreement does not close because of a failure
of the conditions set forth in 7c, 7d or 7h, the parties agree as follows:

   a. Conversion to Asset Purchase Agreement.  This Agreement shall be
      deemed to have converted into an Asset Purchase Agreement under
      which Pubco shall purchase and SCC shall sell free and clear of all
      liens, claims and encumbrances, under Section 363 of the Bankruptcy
      Code,

      i.   the Acquired Business (as previously defined in the recitals
           hereto) exclusive of causes of action of SCC, and

      ii. the stock of the SCC Subsidiaries.

The purchase price for such assets shall be equal to the cash portion
only of the Purchase Price contained herein.



<PAGE>
   b. $200,000 Deposit.  The $200,000 deposited as part of this Agreement
      shall be credited against the purchase price for the assets.

   c. Matco Agreement.  The conditions set forth in Section 7g with
      respect to Matco shall remain a condition to Pubco's obligation to
      purchase assets under this Section 10A.  In the event that SCC
      cannot comply with Section 7g, Pubco shall be released of its
      obligations to purchase SCC's assets, however, the $200,000 deposit
      shall not be refunded to Pubco.

   d. Further Assurances.  In the event an asset purchase transaction
      occurs, SCC agrees to take or cause to be taken all actions and to
      do all things necessary, in the reasonable opinion of Pubco, to
      effect closing of the sale as contemplated and vest title to such
      assets in Pubco free and clear of all liens, claims and
      encumbrances.  In the event SCC is unable to deliver such assets to
      Pubco free and clear of all liens, claims and encumbrances, Pubco's
      obligations hereunder shall terminate with further liability.

11. D & O Liability Insurance.  The officers and directors of SCC have been
    covered by a "Claims Made" Directors and Officers liability insurance
    policy paid for by SCC (the "Policy").  If prior to the Closing, a
    "Tail" is purchased by SCC to protect the Directors and Officers after
    Confirmation of a Plan of Reorganization, the benefits of the Policy
    shall remain benefits of the insured Directors and Officers of SCC after
    Confirmation of the Plan of Reorganization and Pubco covenants not to
    interfere with their receipt such benefits.

12. Amendment, Governing Law, Successors and Assigns, Counterparts, Entire
    Agreement.

       This Agreement:

       a.  Amendment.  May be amended at any time, but only by a writing signed
           by all parties hereto.

       b.  Governing Law.  Shall be construed under and in accordance with the
           laws of the State of Delaware without regard to conflict of laws
           principles.

       c.  Assignability.  Shall not be assignable by any party hereto and no
           person not a party to this Agreement shall have any rights
           hereunder.



<PAGE>
       d.  Binding Effect.  Shall be binding upon and shall inure to the
           benefit of the parties hereto and their respective successors and
           permitted assigns.

       e.  Counterparts.  May be executed in two or more counterparts, all of
           which shall be considered one and the same agreement and shall be
           effective when one or more counterparts shall have been signed by
           and delivered to each of the parties.

       f.  Entire Agreement. This Agreement together with the documents
           delivered to the parties contemporaneously herewith and at Closing
           embody the entire agreement and understandings between the parties
           and supersedes all prior agreements and understandings among them
           relating to the subject matter hereof.

Section 14. Captions.  The captions in this Agreement are included for
   convenience only and shall not in any way affect the interpretation or
   construction of any provisions hereof.

Section 15. Notices.  Any notices or other communication required or
   permitted hereunder shall be sufficiently given if personally delivered,
   or sent by certified mail postage prepaid, sent by overnight courier
   (providing proof of delivery) or faxed to the parties at the following
   addresses and fax numbers (or at such other address or fax number for a
   party as shall be specified by like notice):

      To Pubco:               Pubco Corporation
                              3830 Kelley Avenue
                              Cleveland, Ohio 44ll4
                              Attn:  Robert H. Kanner, President
                              FAX: (216) 881-8380

      With copy to:           Stephen R. Kalette
                              Vice President & General Counsel
                              at the same address and Fax number








<PAGE>
      To SCC                  Smith Corona Corporation
                              839 NYS Rte. 13
                              P.O. Box 2090
                              Cortland, NY 13045-0990
                              Attention:  Martin D. Wilson, President
                              FAX: (607) 758-5748

      With copies to:         Richard Epling
                              Winthrop, Stimson, Putnam & Roberts
                              1 Battery Park
                              New York, NY 10004
                              FAX: (212) 858-1500

                              G. William Sisley
                              Winthrop, Stimson, Putnam & Roberts
                              Financial Centre
                              695 East Main Street
                              Stamford, CT 06904-6760
                              FAX: (203) 965-8226

                              Joel Waite
                              Young Conaway Stargatt & Taylor. LLP
                              1100 North Market Street
                              P.O. Box 391
                              Wilmington, DE 19899-0391
                              FAX (302) 571-1253

                              Matthew D. Gensler
                              Managing Director
                              Two World Financial Center
                              New York, NY 10281-1414
                              FAX: (212) 436-7798

16.  Miscellaneous

     a.  Expenses.  Except as otherwise provided herein, the parties hereto
         shall pay their respective expenses, including the fees,
         disbursements and expenses of their respective attorneys and
         accountants, in connection with the negotiation


<PAGE>
         and preparation of this Agreement and the consummation of the
         transactions contemplated hereby.  This Section shall be construed
         as an allocation of costs incurred in connection with this Agreement
         in the event it is either terminated without breach or consummated.
         It shall not be construed as a limitation of damages recoverable by
         either party in the event of a breach.

     b.  Taxes.  Except as otherwise provided herein, any tax consequences to
         any party resulting from the transactions contemplated by this
         Agreement shall be the sole responsiblity and liability of that
         party.

     IN WITNESS WHEREOF, the parties have each caused this Agreement to be
executed as of the day and year first above written.

                                   PUBCO CORPORATION

                                   By:  /s/ Stephen R. Kalette
                                        Stephen R, Kalette, Vice President



                                   SMITH CORONA CORPORATION

                                   By: /s/ Martin D. Wilson
                                   Martin D. Wilson, President





















<PAGE>
                                                             EXHIBIT 21




                            PUBCO CORPORATION

                      Subsidiaries of the Registrant






    The Company directly or indirectly owns 100% of the capital stock of
the following significant subsidiaries:


            Subsidiaries                       State of Incorporation

    Buckeye Business Products, Inc., Division

    Aspen Imaging International, Inc.                 Delaware

    Kroy LLC                                          Nevada


    The Company owns an indirect 85% plus interest in Allied Construction
Products, Inc., a Delaware corporation.