<PAGE>   1


EXHIBIT 13 - PORTIONS OF THE 1995 ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL
             YEAR ENDED OCTOBER 28, 1995



<PAGE>   2
CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For years ended (In thousands, except per share data)  OCTOBER 28, 1995  October 29, 1994  October 30, 1993
-----------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>               <C>
NET SALES                                                 $275,728          $265,791          $258,867
Cost of goods sold                                         210,931           204,062           194,977
                                                          --------          --------          --------
GROSS PROFIT                                                64,797            61,729            63,890
Selling, general, and administrative expenses               68,733            66,020            61,039
Restructuring costs                                             --            10,500             1,500
                                                          --------          --------          --------
OPERATING PROFIT (LOSS)                                     (3,936)          (14,791)            1,351
Other income (expense)                                                                            
  Interest expense                                            (517)             (469)             (590)
  Investment income                                            796               491               632
  Other                                                        615                22               838
                                                          --------          --------          --------
                                                               894                44               880
                                                          --------          --------          --------
EARNINGS (LOSS) BEFORE INCOME TAXES                        
  AND ACCOUNTING CHANGES                                    (3,042)          (14,747)            2,231
Provision for income taxes (credits)                        (1,170)           (5,704)              777
                                                          --------          --------          --------
EARNINGS (LOSS) BEFORE ACCOUNTING CHANGES                   (1,872)           (9,043)            1,454
Cumulative effect of accounting changes                         --            (7,084)            1,000
                                                          --------          --------          --------
NET EARNINGS (LOSS)                                        $(1,872)         $(16,127)         $  2,454
                                                          ========          ========          ========
EARNINGS (LOSS) PER SHARE BEFORE                         
  ACCOUNTING CHANGES                                      $  (0.25)         $  (1.19)         $   0.19
Cumulative effect of accounting changes                         --             (0.93)             0.13
                                                          --------          --------          --------
NET EARNINGS (LOSS) PER SHARE                             $  (0.25)         $  (2.12)         $   0.32
                                                          ========          ========          ========
Shares used in per share calculation                         7,516             7,594             7,732

</TABLE>


The following pro forma information reflects the Company's results for 1993 as
if the revenue recognition change discussed in note 1 to the consolidated 
financial statements had been retroactively applied.

<TABLE>
<CAPTION>
(In thousands, except per share data)                                                      October 30, 1993
-----------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
Net earnings                                                                                         $1,966
Net earnings per share                                                                                 0.25

</TABLE>

The notes to consolidated financial statements on pages 18-25 are an integral 
part of this statement.


                                       12



<PAGE>   3

CONSOLIDATED STATEMENT OF FINANCIAL POSITION


<TABLE>
<CAPTION>
(In thousands)                                                                    OCTOBER 28, 1995           October 29, 1994 
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                        <C>
ASSETS                                                                                                                              
CURRENT ASSETS                                                                                                        
  Cash and equivalents                                                                   $8,368                       $16,337
  U.S. Treasury obligations (note 4)                                                      8,149                           --
  Accounts and notes receivable (note 2)                                                 46,224                        48,046 
  Inventories (note 3)                                                                   21,975                        27,530 
  Income tax refund receivable                                                            1,699                         2,998 
  Deferred income taxes (note 9)                                                          9,831                        10,245 
                                                                                      ---------                    ----------
    TOTAL CURRENT ASSETS                                                                 96,246                       105,156 
PROPERTY, PLANT, AND EQUIPMENT, NET (NOTE 5)                                             38,815                        37,000 
OTHER ASSETS (NOTE 4)                                                                     5,248                         4,052 
                                                                                      ---------                    ----------
TOTAL ASSETS                                                                           $140,309                      $146,208 
                                                                                      =========                    ==========
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                          
CURRENT LIABILITIES                                                                                                           
  Current portion of long-term debt (note 6)                                             $1,233                        $1,222 
  Accounts payable                                                                       13,973                        11,526 
  Accrued expenses (note 8)                                                              16,593                        20,894 
                                                                                      ---------                    ----------
    TOTAL CURRENT LIABILITIES                                                            31,799                        33,642 
                                                                                      ---------                    ----------
LONG-TERM DEBT (NOTE 6)                                                                   4,695                         5,928 
                                                                                      ---------                    ----------
DEFERRED LIABILITIES AND CREDITS                                                                                              
  Compensation plan cost (note 12)                                                        2,493                         2,411 
  Income taxes (note 9)                                                                   3,684                         4,188 
                                                                                      ---------                    ----------
    TOTAL DEFERRED LIABILITIES AND CREDITS                                                6,177                         6,599 
                                                                                      ---------                    ----------
SHAREHOLDERS' EQUITY                                                                                                          
  Common stock                                                                            8,242                         8,304 
  Additional paid-in capital                                                              3,565                         4,333 
  Common stock held in treasury                                                          (5,809)                       (5,809) 
  Unamortized value of restricted stock issued                                             (347)                         (648) 
  Retained earnings                                                                      91,987                        93,859 
                                                                                      ---------                    ----------
    TOTAL SHAREHOLDERS' EQUITY (NOTES 10, 11, AND 12)                                    97,638                       100,039 
                                                                                      ---------                    ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $140,309                      $146,208 
                                                                                      =========                    ==========

</TABLE>

The notes to consolidated financial statements on pages 18-25 are an integral   
part of this statement.


                                      13

<PAGE>   4

CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
For years ended (In thousands)                               OCTOBER 28, 1995           October 29, 1994      October 30, 1993    
------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                         <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                                                       
Net earnings (loss)                                             $ (1,872)                 $ (16,127)               $  2,454    
Adjustments to reconcile net earnings (loss) to                                                                                
  cash provided (used) by operating activities                                                                                 
    Depreciation and amortization                                  5,410                      5,613                   6,578    
    Restructuring costs                                               --                     10,500                   1,500    
    Deferred income taxes                                            (50)                    (6,569)                    485    
    Provision for doubtful accounts                                  546                        348                     256    
    Gain on sale of fixed assets                                    (568)                      (115)                   (732)    
    Purchase of U.S. Treasury obligations                         (8,149)                        --                     --          
    (Increase) decrease in accounts and notes receivable           1,276                     27,627                  (8,261)    
    (Increase) decrease in inventories                             5,555                    (18,423)                  1,399    
    (Increase) decrease in income tax refund receivable            1,299                     (1,461)                 (1,537)    
    Increase in accounts payable                                   2,447                      1,021                   1,155    
    Decrease in accrued restructuring costs                       (4,834)                    (3,759)                 (4,921)    
    Increase (decrease) in other accrued expenses                    533                      1,008                   (905)    
    Other operating activities                                        58                        552                   1,206    
                                                                --------                   --------               ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                   1,651                        215                  (1,323)    
                                                                --------                   --------               ---------
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                           
Purchase of long-term investments                                 (2,544)                        --                      --         
Capital expenditures                                              (7,747)                    (2,848)                 (3,716)    
Net proceeds from sale of assets                                   2,422                      3,528                   3,715    
                                                                --------                   --------               ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                  (7,869)                       680                      (1)    
                                                                --------                   --------               ---------
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                           
Repayment of long-term debt                                       (1,222)                    (1,562)                 (1,731)    
Restricted stock repurchased, net                                   (529)                    (1,415)                   (852)    
                                                                --------                   --------               ---------
NET CASH USED BY FINANCING ACTIVITIES                             (1,751)                    (2,977)                 (2,583)    
                                                                --------                   --------               ---------
DECREASE IN CASH AND EQUIVALENTS DURING YEAR                      (7,969)                    (2,082)                 (3,907)    
Cash and equivalents at beginning of year                         16,337                     18,419                  22,326    
                                                                --------                   --------               ---------
CASH AND EQUIVALENTS AT END OF YEAR                               $8,368                    $16,337                 $18,419    
                                                                ========                   ========               =========

Other cash flow information                                                                                                    
Cash paid for interest                                              $483                       $509                    $637    
Cash paid for income taxes                                            --                         --                     103
</TABLE>

The notes to consolidated financial statements on pages 18-25 are an integral 
part of this statement.


                                       14



<PAGE>   5


                     MANAGEMENT'S DISCUSSION OF OPERATIONS

1995 VERSUS 1994
The Company reported a net loss of $1.9 million ($0.25 per share) in 1995
compared with a net loss of $16.1 million ($2.12 per share) in 1994. The 1995
net loss of $1.9 million was an improvement over the 1994 net loss of $2.6
million after adjusting for the negative impact on 1994's results  of
restructuring charges ($6.4 million after taxes) and the cumulative effect of
an accounting change ($7.1 million after taxes), which is further discussed on
page 18.

The improved operating performance was due to higher sales, continued
improvement in manufacturing efficiencies, and gains on the sale of property
and equipment. These favorable items were partially offset by costs related to
the expansion of product and service offerings, and a significant increase in
bond paper costs and related LIFO inventory provision. The LIFO inventory
provision had a negative impact on net earnings per share of $0.46 in 1995
compared with a positive impact of $0.11 per share in 1994.

Net sales increased for the second consecutive year, growing from $265.8
million in 1994 to $275.7 million in 1995. The  revenue growth was attributable
to higher selling prices  related to paper cost increases, partially offset by
a decline  in unit volume. This unit volume decrease was driven by a decline in
sales force coverage. Currently, an aggressive recruiting program is underway
to rebuild and expand the field sales organization.

The U.S. business forms industry continues to be an  approximately $8.0 billion
market. Within this market, certain traditional product segments (primarily
custom continuous and stock forms and unit sets) are in decline, while demand
for products such as pressure-sensitive labels, preprinted laser cut-sheets,
rolls, and form/label combinations is growing at a brisk pace.

Duplex is aggressively pursuing product and service  opportunities in other
growth areas, including electronic  printing and mailing, forms management
services,  promotional printing, electronic forms, workflow automation, and
quick turnaround/short-run printing.

Niche areas within the market are also being explored by the Company.
Responding to customer needs for promotional and market research tools, Duplex
introduced a prepaid phone card program in 1995. During the year, the Company's
check fraud prevention program saw growth in both market interest and
engagement levels.

Results for the Company's electronic printing and mailing business fell below
expectations and had a negative effect  on financial performance in 1995.
Revenues were lower  than anticipated primarily because of shortcomings in
sales  focus and training. In addition, the unit encountered some  operational
difficulties, including underutilization of capacity.  Programs to resolve
these issues are underway.

The Company's focus on the financial services market,  initially banking,
resulted in sales gains of about 20% in  1995 in this segment. Continued sales
force training and  development of products for this market are expected to
enhance performance in 1996.

Sales of outsourced products increased to $78.7 million  in 1995 from $69.3
million in 1994, and margins improved.  In 1995, the Company continued to
expand its network  of strategic alliances with outside vendors. The number of
such alliances increased to twenty-eight from fifteen last  year. The alliance
offerings complement Duplex's internal  capabilities, providing customers with
a full range of  information management solutions at competitive prices.

Gross profit as a percentage of sales improved to 23.5%  in 1995 from 23.2% in
1994. During 1995, the Company  benefited from significant cost reductions in
manufacturing as a result of restructuring and productivity improvement
actions. Unfortunately, these reductions were partially offset by costs related
to the expansion of product and service offerings and higher healthcare costs.
Additionally, the LIFO inventory provision represented a cost of $5.7 million
in 1995 as contrasted with a benefit of $1.4 million in 1994 as a result of the
significant increase in bond paper prices.

Since June of 1994, bond paper prices have increased about 115%. The Company
adjusted selling prices to reflect the  rise in paper costs; however, pressure
on margins was encountered, reflecting the highly competitive nature of the
marketplace. Paper demand has softened recently, and prices are expected to
stabilize in 1996. The supply of bond paper has improved, and Duplex has been
successful  in satisfying customer requirements. The Company does  not
anticipate a material change in this situation in the  near future.

Selling, general, and administrative expenses were $68.7  million in 1995, an
increase of $2.7 million from the $66.0  million in 1994. As a percentage of
sales, these expenses increased slightly, from 24.8% in 1994 to 24.9% in 1995.

                                      15



<PAGE>   6


                     MANAGEMENT'S DISCUSSION OF OPERATIONS

Higher costs related to healthcare, realigning the sales force, and expanding
products and services were the main reasons for the increase.

Other income for the year increased $0.9 million over 1994 primarily due to
gains on the sale of property and equipment associated with restructuring
activities.

The 1995 income tax provision was a credit of $1.2 million ($1.1 million
current; $0.1 million deferred). The Company has net operating loss
carry-forwards of $14.6 million available  to it to apply against future
taxable income. These loss carry-forwards will expire in 2010. The effective
tax rate for both 1995 and 1994 was a credit of 39%. (see note 9 to the
consolidated financial statements.)

1994 VERSUS 1993
The Company reported a net loss of $16.1 million ($2.12 per share) in 1994
compared with net income of $2.5 million ($0.32 per share) in 1993. 1994 and
1993 results were  impacted by restructuring provisions and accounting changes.
Restructuring provisions of $10.5 million and  $1.5 million before taxes were
recorded in 1994 and 1993, respectively. These provisions were made to cover
costs  of programs designed to enhance the Company's  competitiveness by
closing, downsizing, and streamlining  certain production, service, sales, and
administrative  facilities. In 1994, the Company changed its revenue
recognition policy for certain custom forms, which increased the net loss for
the year by $7.1 million. Note 1 to the  consolidated financial statements
contains additional  information regarding this change. Accounting changes
also included the 1993 adoption of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," which had the effect of increasing net
earnings  by $1.0 million.

Excluding the effect of the above restructuring provisions  and accounting
changes, 1994's net loss was $2.6 million  as contrasted with net income of
$2.4 million in 1993. The decline in profitability in 1994 from 1993 resulted
principally from above-normal price discounting, significant increases in bond
paper costs, and higher selling expenses. These items were partially offset by
higher sales, improved manufacturing  productivity, and margin gains associated
with the  outsourcing of certain products.

Net sales during 1994 totaled $265.8 million, up 3% from $258.9 million 1993.
The sales gain in 1994 represented  the first year-over-year increase since
1989. The 1994 improvement primarily reflected higher label, custom unit set,
and electronic printing and mailing revenues, with volume gains more than
offsetting the impact of higher-than-normal price discounting.

Gross profit as a percentage of net sales was 23.2% in 1994 compared with 24.7%
in 1993. The gross margin rate decline in 1994 was due primarily to lower
selling prices and increases in material costs, particularly paper, which were
partially  offset by improved manufacturing productivity and the  positive
impact of increased outsourcing of products.

Over the 1992-1994 period, the Company significantly reduced manufacturing and
operating expenses by closing six plants, streamlining various business service
centers,  and reducing administrative employment. These actions resulted in a
27% reduction in the total number of Company  employees.

During 1994, the Company expanded its program of  using outside strategic
partners. Reflecting this, sales of  outsourced products in 1994 ($69.3
million -- 26% of total revenues) increased 47% from 1993.

During 1994, inroads were made in reducing paper waste, and efforts to improve
plant labor productivity delivered  positive results. The cost of paper
fluctuated dramatically in 1994, with bond paper prices increasing
approximately 70% from May to December. Selling prices of Company products were
adjusted to reflect these increases.

Selling, general, and administrative expenses aggregated $66.0 million in 1994,
an increase of $5.0 million from $61.0 million in 1993. The increase in 1994
reflected higher selling and training expenses and incremental costs related to
the development and management of new products and services.

Other income was down $0.8 million in 1994 primarily because there was no
counterpart to the 1993 gain on the sale of real estate and equipment
associated with the closing of certain plants.

The 1994 income tax provision was a credit balance of  $5.7 million ($3.1
million current; $2.6 million deferred). The effective tax rate for 1994 was a
credit of 39% compared with a charge of 35% in 1993.

                                      16



<PAGE>   7


                      MANAGEMENT'S DISCUSSION OF LIQUIDITY
                             AND CAPITAL RESOURCES

Net working capital at October 28, 1995 was $64.4 million compared with $71.5
million at the previous year end. The 1995 decline in working capital was
primarily attributable to reductions in inventory and accounts receivable
balances and an increase in accounts payable levels. The inventory  reduction
was due to an increase in the LIFO reserve and  a reduction in units on hand.
The favorable movement in accounts receivable and payable balances reflected
more concentrated collection efforts and the Company's attempt  to better match
receivable and payable cash flows.

The current ratio at the end of 1995 remained strong at 3.0  to 1, down
slightly from 3.1 to 1 at the conclusion of 1994.  Management believes the
level of working capital will be  adequate to cover the Company's liquidity
requirements  related to normal operations, both currently and in the
foreseeable future. Sufficient resources are deemed to exist  to support the
Company's growth through a combination  of currently available cash, cash to be
generated from future operations, or additional short-term borrowings.

The Company's total debt at the end of 1995 was $5.9 million compared with $7.2
million at the previous year end. Total debt as a percentage of total capital
was 5.7% at year end 1995, 1.0 point lower than at the end of 1994.

Cash and equivalents aggregated $8.4 million at the end of 1995, down $8.0
million from year end 1994. The decrease was due to the establishment of a
managed investment  program in U.S. Treasury obligations of varying maturities
to improve yields. These investments are classified as trading securities
rather than cash equivalents. Cash and marketable securities totaled $19.1
million at year end 1995, up $2.7  million from the previous year end.

During 1995, the Company generated $1.7 million in cash from operating
activities, up $1.5 million from 1994's $0.2  million, which represented a $1.5
million improvement  compared with the previous year. Operating cash flow
increased in 1995 principally because of positive changes  in accounts
receivable, inventory, and accounts payable  balances, partially offset by the
purchase of U.S. Treasury obligations. Operating cash flow increased in 1994
from  the prior year principally because of variations in accounts receivable
levels (excluding the effect of the revenue  recognition change discussed
previously), partially offset  by the decline in earnings before restructuring
costs and accounting changes.

Investment activities consumed $7.8 million in cash in 1995 and generated $0.7
million the previous year. In 1993,  cash inflows and outflows from investment
activities were  approximately equal. Capital expenditures totaled $7.7
million in 1995 compared with $2.8 million and $3.7 million  in 1994 and 1993,
respectively. Expenditures for plant and equipment are expected to total about
$12.0 million for  1996. In addition, long-term bonds totaling $2.5 million
were  purchased in 1995.

Net cash used by financing activities in 1995, 1994, and 1993 was $1.8 million,
$3.0 million, and $2.6 million, respectively. Year-to-year cash flow changes
were driven primarily by  variances in the level of restricted stock
repurchases.

                                      17



<PAGE>   8


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)

NOTE 1 -- SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Consolidation. The consolidated financial statements  represent the accounts of
the Company and its wholly-owned subsidiary after elimination of intercompany
transactions and balances.

Fiscal Year. The Company's fiscal year ends on the last Saturday in October.
The fiscal years ended October 28, 1995, October 29, 1994, and October 30, 1993
each  contained fifty-two weeks.

Revenue Recognition. The Company recognizes revenue when product is shipped or,
for custom forms stored for future delivery, when manufacturing is complete and
the product is invoiced, with payment due in the normal course of business.
Prior to the year ended October 29, 1994, the Company recorded sales for stored
custom forms upon completion of the production process and customer acceptance.

In 1994, the Company changed the method of recognizing revenue for certain
custom forms in order to better manage cash flow, increase the turnover of
working capital, and lower costs associated with managing receivable levels.
This had the effect of increasing the Company's 1994 net loss by $7,084 ($0.93
per share), which represented the cumulative impact of the change for periods
prior to 1994.

Cash Equivalents. The Company considers all highly liquid debt instruments
purchased with original maturities of three months or less to be cash
equivalents.

Inventories. Inventories are stated at the lower of cost or  market. For
substantially all of the Company's inventories, cost is based on the last-in,
first-out (LIFO) method.

Depreciation and Amortization. For financial reporting  purposes, the cost of
plant and equipment is depreciated over the estimated useful lives of the
assets, primarily using the straight-line method. Depreciation for income tax
purposes is computed using accelerated methods.

Earnings (loss) per Share. Earnings (loss) per share are based on the weighted
average number of common shares outstanding each period.

Fair Value of Financial Instruments. Recorded amounts for financial instruments
approximate fair values.


NOTE 2 -- ACCOUNTS AND NOTES RECEIVABLE

The Company's allowance for doubtful accounts and notes receivable at October
28, 1995 and October 29, 1994 was $907 and $715, respectively.

NOTE 3 -- INVENTORIES
<TABLE>
<CAPTION>
                                     Oct. 28, 1995  Oct. 29, 1994
              <S>                         <C>            <C>
              Raw materials                 $7,496         $7,380
              Work in process                1,502          2,419
              Finished goods                25,629         24,680
                                           -------        -------
                                            34,627         34,479
              Less reserve for LIFO        (12,652)        (6,949)
                                           -------        -------
                                           $21,975        $27,530
                                           =======        =======
</TABLE>


The reserve for LIFO increased $5,703 in 1995 compared with decreases of $1,385
and $55 in 1994 and 1993,  respectively. The 1995 increase resulted from price
increases totaling $5,910, which were partially offset by quantity decreases of
$207.

NOTE 4 -- INVESTMENTS

Effective October 30, 1994, the Company adopted  Statement of Financial
Accounting Standards (SFAS) No.  115, "Accounting for Certain Investments in
Debt and  Equity Securities," which requires that trading securities  and
securities available for sale be carried at fair value,  and investments held
to maturity be carried at amortized  cost. The adoption of this standard did
not have a material impact on the financial statements.

At October 28, 1995, trading securities, consisting of U.S. Treasury
obligations carried at fair value (approximately cost), amounted to $8,149.

Held-to-maturity securities aggregated $2,544 at October 28, 1995 and consisted
of municipal and corporate obligations with five- to ten-year maturities. These
securities were carried at amortized cost, which approximated fair value, and
were  included in "Other Assets."

                                       18



<PAGE>   9


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)



NOTE 5 -- PROPERTY, PLANT, AND EQUIPMENT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                            Oct. 28, 1995    Oct. 29, 1994
------------------------------------------------------------------------------------------------------------------------
       <S>                                 <C>              <C>
       ORIGINAL COST
         Land, improvements,
           and leaseholds                        $  2,370       $  2,393
         Buildings and improvements                27,028         25,944
         Machinery and equipment                   76,248         72,834
                                                 --------       --------  
                                                  105,646        101,171
       LESS ACCUMULATED
         DEPRECIATION AND
         AMORTIZATION                                                    
                                                  (66,831)       (64,171)      
                                                 --------       --------        
                                                 $ 38,815       $ 37,000 
                                                 ========       ========
------------------------------------------------------------------------------------------------------------------------

</TABLE>
For financial reporting purposes, depreciation is based on the following 
estimated useful lives of assets:

   Land improvements.................................  5 to 10 years
   Leasehold improvements............................  Lives of leases
   Building and improvements.........................  5 to 40 years
   Machinery and equipment...........................  3 to 15 years

NOTE 6 -- DEBT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                             Oct. 28,                     Oct. 29,
                                                                                 1995                         1994
------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                            <C>                         <C>
MORTGAGE NOTES
  Interest rate                               Maturities
  8 1/4% to 8 7/10%                            1996-1997                       $  540                       $  790
  2%                                           1996-1997                           38                           60
  75% of prime rate (a)                        1996-2001                        3,150                        3,750
                                                                               ------                       ------
                                                                                3,728                        4,600
CAPITALIZED LEASE                                                               2,200                        2,550
                                                                               ------                       ------
                                                                                5,928                        7,150
LESS CURRENT MATURITIES                                                        (1,233)                      (1,222)
                                                                               ------                       ------
                                                                               $4,695                       $5,928
                                                                               ======                       ======
------------------------------------------------------------------------------------------------------------------------

</TABLE>


(a) Prime rate at October 28, 1995 was 8 3/4%.

Aggregate amounts of long-term borrowings (excluding the capitalized lease)
that mature during the next five years are as follows:

     1996....................$883
     1997.................... 895
     1998.................... 600
     1999.................... 600
     2000.................... 600

At October 28, 1995, a revolving line of credit of $10,000 was available to the
Company. During 1995, the Company did not borrow under this credit facility,
and related commitment fees were immaterial. Borrowings under this line are
available to the Company until October 28, 1997, and are subject, at the
Company's option, to interest at either the bank's certificate of deposit rate
plus 0.85%, LIBOR (London Interbank Offered Rate) plus 0.75%, or the bank's
prime rate. The terms of this agreement contain, among other provisions,
requirements for maintaining certain financial ratios and tangible net worth.

NOTE 7 -- LEASE COMMITMENTS

The Company has entered into operating leases, which expire over the next seven
years, for certain plant and office facilities and equipment. Rental expenses
under these leases  aggregated $6,662, $6,400, and $6,110 in 1995, 1994, and
1993, respectively.

Shown below are minimal rental commitments under capital and operating leases
at October 28, 1995.











<TABLE>
<CAPTION>
------------------------------------------------------------------
                                 Capitalized  Operating
                                       lease     leases
------------------------------------------------------------------
   <S>                            <C>          <C>
   1996                               $  508    $ 7,203
   1997                                  483      5,696
   1998                                  458      3,629
   1999                                  433      1,959
   2000                                  408      1,551
   Later years                           490      1,084
                                      ------    -------
   Total minimum lease payments        2,780    $21,122
                                      ======    =======
   Less interest at 7.25%               (580)
   Present value of minimum
     lease payments                   $2,200
                                      ====== 
------------------------------------------------------------------
</TABLE>                                         




                                       19



<PAGE>   10


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollar amounts in thousands, except per share data)

NOTE 8 -- ACCRUED EXPENSES
<TABLE>
                                        Oct. 28, 1995  Oct. 29, 1994
            <S>                         <C>            <C>
            Restructuring costs                $5,715        $10,549
            Compensation                        5,820          7,145
            Insurance                           1,150            800
            Other                               3,908          2,400
                                              -------        -------
                                              $16,593        $20,894
                                              =======        =======
</TABLE>


In 1994, the Company recorded a $10,500 restructuring charge consisting of
$7,544 of anticipated cash payments related to employee termination benefits
and $2,956 of  non-cash write-downs of real estate and operating assets. The
charge covered costs associated with enhancing cost  competitiveness,
streamlining sales, manufacturing and administrative functions, and sharpening
marketing and  product focus.

In 1994, two manufacturing facilities and nine sales offices were closed and
150 positions were eliminated. In 1995, an additional fourteen sales offices
were closed and fifty  positions were eliminated, and the Company initiated an
order fulfillment reengineering project to streamline sales and administrative
functions. Also during 1995, management,  in light of current operating
circumstances, elected to modify the facility consolidation segment of the
plan. No additional charge was required as a result of this change. It is
estimated that an additional 250 positions will be eliminated in  connection
with completing the remaining phases of the restructuring plan. The remaining
expenditures and non-cash transactions are expected to occur over the next two
years.   A summary of 1995 and 1994 activity related to the 1994  provision
appears in the following table.



<TABLE>
                               Cash payments      Non-cash transactions
                   <S>          <C>                     <C>
                   1995         $4,518                  $   --
                   1994          1,688                     214
</TABLE>


In the fourth quarter of 1993, a restructuring provision of $1,500 was
established to cover severance and other costs associated with corporate staff
reductions. This restructuring was completed in 1994. Cash outlays in 1995,
1994, and 1993 totaled $21, $677, and $770, respectively.

In the fourth quarter of 1992, a restructuring reserve of $7,000 was recorded
to cover costs associated with closing two manufacturing plants and scaling
back other operations. A summary of 1995, 1994, and 1993 activity related to
the 1992 provision appears in the following table.



<TABLE>
                               Cash payments      Non-cash transactions
                   <S>          <C>                     <C>
                   1995          $  295                 $   --
                   1994           1,173                     --
                   1993           3,576                    321
</TABLE>


The Company expects to incur future expenditures of  approximately $1,635,
primarily related to long-term leases.

Management believes that the remaining accrual for  restructuring costs at
October 28, 1995 of $5,715 is  adequate to complete its current restructuring
plans.

                                       20



<PAGE>   11


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollar amounts in thousands, except per share data)

NOTE 9 -- INCOME TAXES
PROVISION FOR INCOME TAXES (CREDITS)

<TABLE>
<CAPTION>
                                    Oct. 28,     Oct. 29,     Oct. 30,
For years ended                       1995         1994         1993
<S>                                 <C>          <C>          <C>
CURRENT
  Federal                           $  (732)     $(3,203)     $ (427)
  State                                (388)          55        (206)
  Puerto Rico                            --           47          25
                                    -------      -------      ------
                                     (1,120)      (3,101)       (608)
                                    -------      -------      ------
DEFERRED
  Federal                               (39)      (2,017)      1,074
  State                                 (11)        (586)        311
                                    -------      -------      ------
                                        (50)      (2,603)      1,385
                                    -------      -------      ------
                                    $(1,170)     $(5,704)     $  777
                                    =======      =======      ======
</TABLE>


SFAS No. 109, "Accounting for Income Taxes," was adopted in November 1992.



<TABLE>
<CAPTION>
                                    Oct. 28,      Oct. 29,
For years ended                       1995          1994
<S>                                 <C>           <C>
DEFERRED TAX ASSETS
  Accounting change                 $    --       $ 4,723
  Loss carry-forward                  5,839            --
  Restructuring costs                 1,193         3,283
  Insurance                             460           320
  Vacation pay                          536           584
  Inventory obsolescence                447           540
  Inventory capitalization              680            --
  Other                                 676           795
                                    -------       -------
                                      9,831        10,245

  Restructuring costs classified
    as other assets                   1,000         1,000
                                    -------       -------
                                    $10,831       $11,245
                                    =======       =======

DEFERRED TAX LIABILITIES
  Depreciation                      $ 4,898       $ 4,882
  Compensation costs                   (997)         (964)
  Other                                (217)          270
                                    -------       -------
                                    $ 3,684       $ 4,188
                                    =======       =======
</TABLE>


The effective tax rate for 1995, 1994, and 1993 was (38.5)%, (38.7)%, and
34.8%, respectively. Reconciliation of the U.S. federal statutory rate (34.0)%
with the effective tax rate appears in the following table.



<TABLE>
<CAPTION>
                                    Oct. 28,     Oct. 29,     Oct. 30, 
                                      1995         1994         1993
<S>                                 <C>          <C>          <C>
PROVISION FOR INCOME
  TAXES (CREDITS) AT U.S.
  FEDERAL STATUTORY RATE            $(1,034)     $(4,980)     $ 758
INCREASE (DECREASE)
  IN TAXES
  State taxes, net of
    federal benefits                   (256)        (510)       171
  Investment tax credit                 (41)         (94)      (122)
  Other                                 161         (120)       (30)
                                    -------      -------      -----
                                    $(1,170)     $(5,704)     $ 777
                                    =======      =======      =====
</TABLE>







The Company expects to have available net operating loss carry-forwards of
$14,598 to apply against future taxable income. These loss carry-forwards will
expire in October 2010. Based on the Company's historical taxable income
record, when adjusted for non-recurring items such as accounting changes and
restructuring charges, and  estimates of future profitability, management has
concluded that operating income will more likely than not be sufficient  to
give rise to tax expense to cover all deferred tax assets.

                                       21



<PAGE>   12


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)

NOTE 10 -- CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                           Unamortized
                                                                  Additional       Common     value of
                                                          Common     paid-in   stock held   restricted  Retained
                                                           stock     capital  in treasury        stock  earnings     Total
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>         <C>         <C>        <C>       <C>
BALANCE AT OCTOBER 31, 1992                               $8,510      $5,985     $(5,809)     $(1,793)  $107,532  $114,425
Net earnings                                                  --          --          --           --      2,454     2,454
Stock redemption and amortization
  under stock plans, net                                     (61)       (131)         --          576         --       384
--------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 30, 1993                                8,449       5,854      (5,809)      (1,217)   109,986   117,263
Net loss                                                      --          --          --           --    (16,127)  (16,127)
Stock redemption and amortization
  under stock plans, net                                    (145)     (1,521)         --          569         --    (1,097)
--------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1994                                8,304       4,333      (5,809)        (648)    93,859   100,039
Net loss                                                      --          --          --           --     (1,872)   (1,872)
Stock redemption and amortization
  under stock plans, net                                     (62)       (768)         --          301         --      (529)
--------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 28, 1995                               $8,242      $3,565     $(5,809)       $(347)   $91,987   $97,638
</TABLE>


Authorized shares of common stock ($1.00 par value) total 20,000,000 shares. 
Common shares issued and outstanding are summarized in the table below.

<TABLE>
<CAPTION>
      (In thousands)            Oct. 28, 1995   Oct. 29, 1994   Oct. 30, 1993
-----------------------------------------------------------------------------
      <S>                          <C>            <C>            <C>
      SHARES OF COMMON STOCK
        Issued                        8,242          8,304          8,449
        In treasury                    (753)          (753)          (753)
                                      -----          -----          -----
        Outstanding                   7,489          7,551          7,696
                                      =====          =====          =====
</TABLE>

The Company has authorized the issuance of 1,000,000 shares of $1.00 par value 
cumulative convertible preferred stock and 150,000 shares of $1.00 par value 
Series A convertible preferred shares, but no such shares have been issued.


                                       22



<PAGE>   13


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)

NOTE 11 -- SHAREHOLDERS' RIGHTS PLAN

On June 8, 1989, the Board of Directors adopted a Shareholders' Rights Plan to
deter coercive takeover tactics and to prevent an acquirer from gaining control
of the Company without offering a fair price to all of the Company's
shareholders. Under the plan, shareholders of record on  June 23, 1989 received
a dividend distribution of one right for each outstanding share of the
Company's common stock. If an acquiring person becomes the beneficial owner of,
or  commences a tender or exchange offer for 25% or more of the Company's
outstanding common stock, each right will entitle the holder (other than such
acquiring person) to  purchase a unit consisting of one one-hundredth of a
share of Series A convertible preferred stock ($1.00 par value) for $80.00 per
unit. In addition, if an acquiring person becomes the beneficial owner of more
than 30% of the Company's  outstanding common stock, or upon the occurrence of
certain other events, each right will entitle the holder (other than such
acquiring person) to receive, upon exercise, common stock of the Company having
a value equal to two times the exercise price of the right, or $160.00.

If the Company is acquired in a merger or other business combination in which
the Company would not be the surviving corporation, or if 50% or more of the
Company's assets or earning power is sold or transferred, each holder shall
have the right to receive, upon exercise, common stock of the acquiring
corporation having a value equal to two times the exercise price of the right,
or $160.00. The Company may redeem the rights in whole for $0.05 per right,
under certain circumstances. The rights will expire on June 23, 1999.

NOTE 12 -- EMPLOYEE BENEFIT PLANS

The Company's 1984 Incentive Stock Option Plan (which expired on February 23,
1994) provided for the issuance of shares of Company common stock upon the
exercise of stock options at prices not less than the market value of the stock
as of the date of grant. Unless otherwise specified at the time of grant, all
or any portion of the currently outstanding option shares may be exercised at
any time during the period  commencing one year from the date of grant and
ending ten years from the date of grant.

The Company's 1993 Incentive Stock Option Plan provided for 500,000 shares of
the Company's common stock to be reserved for options that may be issued. The
plan also  provided that the options' price shall not be less than the  market
value of the stock at the date of grant. Options may be granted to any key
employee of the Company at any time prior to the tenth anniversary of the
effective date of the plan.  Unless otherwise specified at the time of grant,
all or any  portion of the option shares may be exercised at any time  during
the period commencing one year from the date of grant and ending ten years from
the date of grant. Options granted under the plan are treated as either
incentive stock options or non-qualified stock options for federal income  tax
purposes.

A summary of stock option activity under these plans is shown in the table on
page 24.

                                       23



<PAGE>   14


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)


NOTE 12 -- EMPLOYEE BENEFIT PLANS (CONTINUED)
<TABLE>
<CAPTION>
                                                            1995                    1994                   1993            
                                                    -----------------------------------------------------------------
                                                              Average                 Average                Average     
                                                     Shares     Price         Shares    Price        Shares    Price     
---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>          <C>        <C>          <C>       <C>        
STOCK OPTIONS                                                                                                            
 Outstanding at beginning of year                    200,000   $10.56         77,700   $11.39         2,700   $11.88     
 Granted                                              62,500     8.28        190,000    10.22        75,000    11.38     
 Exercised                                                --       --             --       --            --       --
 Canceled                                          (145,000)    10.63       (67,700)    10.55            --       --         
                                                   ---------                --------                -------
 Outstanding at end of year                          117,500     9.28        200,000    10.56        77,700    11.39     
                                                   =========                ========                =======
 Exercisable at end of year                           12,000                  15,000                  2,700              
 Available for grant at end of year                  427,500                 440,000                178,000              
</TABLE>                                             


The Company's Restricted Stock Purchase Plan, which expired on February 23,
1994, provided for the Company's common stock to be purchased by a broad range
of  management level employees at prices established by  the Board of
Directors.

During 1995, 1994, and 1993, 62,400, 145,074, and 60,700 shares, respectively,
of stock previously issued under the plan were repurchased at a cost of $529,
$1,415, and $852, respectively. Plan expense amounted to $64, $102, and $187 in
1995, 1994, and 1993, respectively.

The Employees' Savings and Profit Sharing Plan provides  for contributions from
both the Company and eligible  employees. Company contributions, which cannot
exceed 15% of earnings before such payments and federal income taxes, are at
the discretion of the Board of Directors. Company contributions to the plan
were last made in 1991.

During 1989, the Company adopted an unfunded Supplemental Executive Retirement
Plan for certain key  executives. The plan provides for benefits to supplement
those provided under social security and the Employees' Savings and Profit
Sharing Plan. At October 28, 1995, the  projected benefit obligation associated
with the plan totaled $916, all of which has been recognized. Plan expense was
$234, $209, and $140 in 1995, 1994, and 1993, respectively.

During October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation," which establishes a fair
value-based method for accounting for stock-based compensation plans. It
encourages, but does not require, the adoption of the fair value method;
however, it requires pro forma disclosure of  the effect of the fair value
method by those entities that do  not elect to change to this method of
accounting for stock  plans. SFAS No. 123 will become effective for the Company
in 1997. The Company has not yet determined the impact of  implementing this
new standard.


                                       24



<PAGE>   15



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollar amounts in thousands, except per share data)

NOTE 13 -- QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                 First Quarter  Second Quarter  Third Quarter  Fourth Quarter
--------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>             <C>            <C>
1995
  Net sales                                            $73,337         $69,568        $64,388         $68,435
  Gross profit                                          18,119          15,820         13,831          17,027
  Operating profit (loss)                                1,027            (692)        (2,864)         (1,407)
  Net earnings (loss)                                      649            (382)        (1,529)           (610)
  Net earnings (loss) per share                           0.09           (0.05)         (0.20)          (0.08)

1994
  Net sales                                            $65,352         $66,300        $63,959         $70,180
  Gross profit                                          15,982          14,414         15,384          15,949
  Operating profit (loss)                                  129         (14,587)        (1,152)            819
  Earnings (loss) before accounting changes                 38          (8,907)          (744)            570
  Net earnings (loss)                                   (7,046)         (8,907)          (744)            570
  Per share
    Earnings (loss) before accounting changes                            (1.17)         (0.10)           0.08
    Net earnings (loss)                                  (0.92)          (1.17)         (0.10)           0.08
</TABLE>

Second quarter 1994 operating profit was reduced by restructuring provisions of
$12,000 ($7,303 after taxes, or $0.96 per share). In the fourth quarter of
1994, these provisions were reduced by $1,500, resulting in a corresponding
increase ($900 after taxes, or $0.12 per share) in operating profit.


                                       25



<PAGE>   16


              MANAGEMENT'S DISCUSSION OF  FINANCIAL RESPONSIBILITY

The consolidated financial statements of Duplex Products Inc. and Subsidiary
have been prepared by management in  conformity with generally accepted
accounting principles, based upon currently available facts and circumstances
and management's best estimates and judgments of known  conditions. It is the
responsibility of management to assure the integrity and objectivity of such
financial statements and to assure that these statements fairly report the
Company's financial position and the results of its operations.

To meet this responsibility, management maintains a high standard of record
keeping and an effective system of internal controls, including a program of
internal audits, written  administrative policies and procedures, and programs
to assure the selection and training of qualified personnel.

These financial statements have been audited by the Company's independent
auditors, Grant Thornton LLP, whose report appears on this page. Their audit
was conducted in accordance with generally accepted auditing standards.   Such
standards include the evaluation of internal accounting controls to establish a
basis for developing the scope of the audit, as well as any other procedures
deemed necessary for expressing an opinion as to whether the financial
statements are presented fairly.

The Board of Directors, through its Audit Committee consisting solely of
outside directors, meets with Grant Thornton LLP, representatives of
management, and the Company's internal auditor to evaluate the activities of
each, and to  discuss accounting, auditing, and financial matters and the
carrying out of responsibilities and duties of each group. Both the internal
and independent auditors have unrestricted access to the Audit Committee to
discuss their audits and the quality of the Company's financial reporting and
internal  control system.




/s/ Andrew A. Campbell

Andrew A. Campbell
President




/s/ James R. Ramig

James R. Ramig
Vice President, Finance and Administration,
and Chief Financial Officer


                         REPORT OF INDEPENDENT AUDITORS

TO THE SHAREHOLDERS OF DUPLEX PRODUCTS INC.
We have audited the accompanying consolidated statement of financial position
of Duplex Products Inc. and Subsidiary  as of October 28, 1995 and October 29,
1994, and the  related consolidated statements of operations and cash flows for
the years ended October 28, 1995, October 29, 1994, and October 30, 1993. These
financial statements are  the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the financial statements referred to above  present fairly, in
all material respects, the consolidated  financial position of Duplex Products
Inc. and Subsidiary at October 28, 1995 and October 29, 1994 and the
consolidated results of their operations and their consolidated cash flows for
the years ended October 28, 1995, October 29, 1994, and October 30, 1993 in
conformity with generally accepted accounting principles.

As discussed in the footnotes, the Company changed its method of accounting for
revenue recognition and income taxes for the years ended October 29, 1994 and
October 30, 1993, respectively.


/s/ Grant Thornton LLP

Grant Thornton LLP
Chicago, Illinois
December 6, 1995

                                       26



<PAGE>   17

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(Dollar amounts in thousands, except per share data)     1995           1994           1993         1992           1991
-------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>            <C>             <C>         <C>           
Net sales                                              $275,728       $265,791       $258,867     $270,093       $285,271    
Earnings (loss) before accounting changes                (1,872)        (9,043)         1,454         (563)         4,269    
Net earnings (loss)                                      (1,872)       (16,127)         2,454         (563)         4,269    
Per share                                                                                                                    
  Earnings (loss) before accounting changes               (0.25)         (1.19)          0.19        (0.07)          0.55    
  Net earnings (loss)                                     (0.25)         (2.12)          0.32        (0.07)          0.55    
  Dividends declared                                                                                  0.48           0.69    
  Common stock price range                          9 5/8-6 3/4   11 3/4-8 5/8   11 7/8-9 1/4    13 3/4-10   15 1/2-9 3/4    
Cash and equivalents                                      8,368         16,337         18,419       22,326         22,639    
Marketable securities                                    10,693                                                              
Working capital                                          64,447         71,514         83,372       77,479         81,370    
Current ratio                                             3.0:1          3.1:1          4.3:1        3.7:1          3.9:1    
Total assets                                            140,309        146,208        156,059      159,138        165,112    
Short-term debt                                           1,233          1,222          1,562        1,731          2,117    
Long-term debt                                            4,695          5,928          7,150        8,712         10,443    
Shareholders' equity                                     97,638        100,039        117,263      114,425        118,553    
Total debt as a percentage of total capital                5.7%           6.7%           6.9%         8.4%           9.6%    
Common shares outstanding (thousands)                     7,489          7,551          7,696        7,757          7,756    
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

The following pro forma information reflects the Company's results for
fiscal years 1993, 1992, and 1991 as if the  revenue recognition change
discussed in note 1 had been retroactively applied.

<TABLE>
<CAPTION>
(Dollar amounts in thousands, except per share data)                               1993      1992        1991
------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>        <C>        <C>
  Net earnings (loss)                                                            $1,966     $(462)     $4,247
  Net earnings (loss) per share                                                    0.25     (0.06)       0.55
</TABLE>




                                       27



<PAGE>   18



                             DIRECTORS AND OFFICERS

BOARD OF DIRECTORS

John A. Bacon, Jr.
Private Investor. Trustee of Stein Roe Variable Investment
Trust and Keyport Variable Investment Trust.
Director since 1967. (1) (3)

Michael J. Birck 
President, Chief Executive Officer, and Director
of Tellabs, Inc., a manufacturer of telecommunications
products. Director of USF&G Corporation and Molex Inc.
Director since 1990. (2)

Andrew A. Campbell
President of Duplex Products Inc.
Director since 1995.

John C. Colman
Private Investor and Consultant.
Director of Orion Capital Corporation
and Premier Industrial Corporation.
Director 1978 - 1994 and since 1995. (3)

David J. Eskra
Private Investor. Former Chairman of the Board and Chief Executive Officer of
Duplex Products Inc. and Pansophic Systems Inc., a computer software
company.
Director since 1990. (1) (3)

W. Robert Reum
Chairman of the Board, President, and Chief Executive
Officer of The Interlake Corporation, a manufacturer of
special materials, aerospace components, and handling
and packaging equipment. Director of Amsted Industries.
Director since 1994. (1) (2)

(1)  Member of the Compensation Committee.
(2)  Member of the Audit Committee.
(3)  Member of the Executive Committee.

CORPORATE OFFICERS

Andrew A. Campbell
President

Marc A. Loomer
Vice President,  
Operations

David B. Preston
Vice President, 
Sales

James R. Ramig
Vice President,
Finance and Administration,
and Chief Financial Officer

Mark A. Robinson
Secretary and General Counsel

                                       28



<PAGE>   19


                            SHAREHOLDER INFORMATION

CORPORATE HEADQUARTERS
Duplex Products Inc.
1947 Bethany Road
Sycamore, Illinois 60178

PLANT LOCATIONS

Elgin,Illinois
Emigsville,Pennsylvania
Goshen,Indiana (2)
Jacksonville,Florida
Mechanicsburg, Pennsylvania
Newark, Ohio
Sacramento, California
Salt Lake City, Utah
Santa Ana, California
Sycamore,Illinois
Timonium, Maryland
Tucker, Georgia
West York, Pennsylvania

ANNUAL MEETING

The 1996 Annual Shareholders Meeting of Duplex Products Inc. will be held on
March 7, 1996 at 10 a.m., in the Assembly Room of The Northern Trust Company,
50 S. LaSalle Street, Chicago, Illinois.

FORM 10-K REPORT

Shareholders may obtain, without charge, a copy of  Form 10-K Report filed with
the Securities and Exchange Commission upon written request to the Director of
Shareholder Relations, Duplex Products Inc., 1947 Bethany Road,
Sycamore,Illinois 60178.

INDEPENDENT AUDITORS

Grant Thornton LLP
Chicago, Illinois

OUTSIDE COUNSEL

Hinshaw & Culbertson
Chicago, Illinois

TRANSFER AGENT AND REGISTRAR

Harris Trust and Savings Bank
Chicago, Illinois

STOCK EXCHANGE INFORMATION

Duplex common stock is listed on the American Stock
Exchange under the symbol DPX.

TRADING AND DIVIDEND INFORMATION

<TABLE>
<CAPTION>
                                Common stock market price
                                -------------------------
(In dollars)                        High         Low
---------------------------------------------------------
<S>        <C>                      <C>        <C>
1995       Fourth quarter           8           6 7/8
           Third quarter            9 1/8       7 4/5
           Second quarter           9 1/4       7 1/4
           First quarter            9 5/8       6 3/4
1994       Fourth quarter           9 1/2       8 5/8
           Third quarter           10           8 5/8
           Second quarter          11 1/2       9 5/8
           First quarter           11 3/4      10
</TABLE>


Dividends were not declared in 1994 or 1995. As of  October 28, 1995, there
were about 1,197 shareholder accounts of record.

TRADEMARK OWNERSHIP

The following are trademarks of Duplex Products Inc.:
DUPLEX(TM), Duplex Direct(TM), NaviGator by Duplex(TM),
and The Sextant by Duplex(TM).

LABELMAX(TM) is a trademark of Advanced Labeling Systems, Inc.
Rolodex(R) is a trademark of Rolodex Corporation.
Windows(TM) is a trademark of Microsoft Corporation.

                                       29