<PAGE>   1

                            SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

For the fiscal year ended December 31, 1995.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

Commission file number 0-18797

                               CHEMI-TROL CHEMICAL CO.
 ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Ohio                               34-4439286           
----------------------------------------  -------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

2776 C.R. 69   Gibsonburg, Ohio                         43431             
----------------------------------------   ------------------------------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (419)665-2367
                                                   ----------------------------

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

Securities pursuant to Section 12(g) of the Act:


                            Common stock, without par value               
-------------------------------------------------------------------------------
                                 Title of Class

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

          The aggregate market value (based upon the average bid and asked
price) of the voting stock held by non-affiliates of the registrant as of March
1, 1996:

Common Stock, without par value - $11,913,837

The number of shares outstanding of the issuer's classes of common stock as of
March 1, 1996:

Common Stock, Without Par Value - 2,004,930 shares

DOCUMENTS INCORPORATED BY REFERENCE:  None

          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].

          The Exhibit Index is located at page 50 of this filing.  This
document contains 60 pages.
<PAGE>   2
                                                                          PART I

ITEM 1.   BUSINESS

         (a) General Development of Business
             -------------------------------

         Chemi-Trol Chemical Co. ("the Company") was incorporated under the
laws of the State of Ohio in 1952.

         (b) Financial Information About Industry Segments
             ---------------------------------------------

         The sales and operating profit of each industry segment and the
identifiable assets attributable to each industry segment for the three
years ended December 31, 1995 are set forth in Note 11 (Information
pertaining to industry segments) of the Notes to Financial Statements,
which note is incorporated herein by reference.

         (c) Narrative Description of Business
             ---------------------------------

Present Organization
--------------------

         The Company is organized on an operational basis into four divisions:
Tank Division, located in Fremont, Ohio; Cal-Van Tools Division, located in
Fremont, Ohio; Chemical Group, located in Gibsonburg, Ohio; and Cory Orchard &
Turf Division, located in Indianapolis, Indiana and Louisville, Kentucky.
Each division is headed by a General Manager who reports directly to the
Company's executive officers in Gibsonburg, Ohio. In addition the Company has
a Leasing and Finance Division for the purpose of offering to its
qualified customers two alternate methods of financing the purchase of its
products. In 1995, consistent with the Company's prior practice, income and
expense of the Leasing and Finance Division are recorded either in the Tank
Division or in unallocated corporate income and expense.


TANK DIVISION

Products
--------

         Through its Tank Division, the Company manufactures steel pressure
tanks for above ground and underground storage of liquified petroleum gas
("LPG") and anhydrous ammonia ("NH3") at its plant located in Fremont, Ohio.
The steel tanks are manufactured in sizes ranging from 124 gallon water
capacity to 1990 gallon water capacity for LPG tanks and from 124 gallon water
capacity to 2050 gallon water capacity for NH3 tanks. Approximately 95% of the
tanks manufactured by the Company are for the storage of LPG.  The Tank
Division accounted for 49%, 50%, and 44% of the Company's total revenues for
1995, 1994 and 1993, respectively.


                                      -2-
<PAGE>   3
Marketing and Distribution
--------------------------

         Sales of the Company's tanks are made directly by the Company to
either regional independent dealers or major multi-state marketers within a
marketing radius of approximately 1,000 miles from Fremont, Ohio. The 20
largest industrial customers of the Company accounted for approximately one
third of the net sales of this division for its fiscal year ended
December 31, 1995.

         The Company stimulates sales through the efforts of its own sales
personnel, personal telephone calls to existing and potential customers, direct
mail advertising, publication and distribution of catalogues, advertisements
in trade journals and attendance at various trade shows. Sales of the Company's
tanks to major multi-state marketers are made by the Tank Division's sales
manager from its principal office located in Fremont, Ohio. Sales to
independent dealers are made through Company salesmen and independent sales
representative organizations. Each of the independent sales organizations
is assigned an exclusive territory and are compensated by commissions
based upon sales in their respective territory under agreements terminated at
will by either party.

         The Company transports its steel tanks to its customers by means of
its own truck fleet.

Financing of Customer Accounts
------------------------------

         Sales of this division's products are normally made on a net 
basis. The Company does, however, offer to its qualified customers two
alternate methods of financing the purchase of its steel tanks, which are
explained under "Leasing and Finance Division," on page 9.


Raw Materials and Supplies
--------------------------

         Steel plate is the major raw material used by the Company in the
manufacture of steel pressure tanks. The Company purchases steel plate from a
variety of domestic and foreign sources. Although the Company believes that it
will be able to obtain its steel plate requirements from multiple sources on a
competitive basis, the inability of the Company to obtain a satisfactory supply
of steel plate could have a materially adverse effect on its tank manufacturing
operations.


Backlog
-------

         The dollar amounts of backlog of the Tank Division believed to be
firm as of March 1, 1996  and 1995 were $4,010,000 and $5,052,000,
respectively. All of the 1996 backlog is expected to be filled during 1996.


                                      -3-
<PAGE>   4
Competition
-----------

         The markets for the Company's steel tanks are highly competitive and
the Company competes with other companies having a higher total sales volume
and greater financial resources than the Company. The competition in these
markets is based primarily on service and price. Two of the Company's largest
competitors are Trinity Industries, Inc. of Dallas, Texas and American Welding
and Tank Co. of Harrisburg, Pennsylvania.


Regulations
-----------

         The manufacture of steel pressure tanks by the Company is subject to
close regulation. The American Society of Mechanical Engineers ("ASME")
prescribes minimum standards and specifications relating to (i) the size and
chemical properties of steel plate, (ii) the manufacturing process (including
welding procedures and testing) and (iii) the pressure capacity of steel tanks
and valves. These standards are enforced by the National Board of Boiler and
Pressure Vessels Inspectors, which commissions inspectors who perform
independent inspection through insurance companies. These inspectors inspect
all phases of the manufacturing process as well as the finished product.
Steel tanks manufactured by the Company must be certified by these inspectors
to be in compliance with the regulations prescribed by the ASME, and all
propane vessels are registered with the National Board of Boiler and
Pressure Vessels Inspectors prior to their sales to the customers of the
Company. Although the manufacture of steel pressure tanks is subject to close
regulation, the Company may be held liable, by warranty or otherwise, for
damages resulting from tank failure, including damages to the environment.


CAL-VAN TOOLS DIVISION

Products
--------

         The Company, through its Cal-Van Tools Division, located in Fremont,
Ohio, is engaged in the manufacture and sale of specialty automotive hand tools
used primarily in repairing and servicing cars and trucks. Cal-Van presently
manufactures approximately 35% of its total annual sales volume and
approximately 65% thereof is purchased from other domestic tool manufacturers
on an open-account basis and resold under the Cal-Van trade name, co-logoed or
private labeled. Tools presently manufactured or sold by this division include
wrenches, pliers, drivers, testers, gauges, engine service tools and other
specialty automotive hand tools.

         In addition to the manufacture and sale of specialty automotive hand
tools, Cal-Van also manufactures and sells bronze and aluminum grave markers.
The Cal-Van Tools Division accounted for 22%, 21%, and 20% of the Company's
revenues for 1995, 1994, and 1993, respectively.

                                      -4-
<PAGE>   5
Marketing and Distribution
--------------------------

         Sales of specialty automotive hand tools are made by the Company
throughout the United States, Canada and many other foreign countries directly
to (i) warehouse distributors, (ii) automotive retail chains, and
(iii) other tool manufacturers. The Division's two largest customers accounted
for approximately 24% and 14% of net sales, respectively. No other single
customer accounts for more than 10% of the annual net sales of this division.

         The Company generates sales through the publication and distribution
of catalogues, the sale and distribution of tool rental and display boards, and
the efforts of its sales personnel. In addition, this division's products are
sold by independent sales representatives.

         The Company transports the products manufactured by this division
by the use of common carriers and package delivery services.

Raw Materials and Supplies
--------------------------

         The principal raw materials used by the Company in the manufacture of
specialty automotive hand tools are steel, aluminum, brass, bronze and
plastic. The Company purchases its requirements of these materials from a
variety of sources and it is not dependent upon any single supplier. The
Company does not believe that the loss of any one supplier would have an
adverse effect upon the Company.

         The Company's products in this division which are manufactured by
other companies and resold by the Company are purchased from many independent
manufacturers. The Company believes that such suppliers will be able to meet
the needs of this division for the foreseeable future.

Trademark
---------

         This division markets a large portion of its products under the
federally registered Cal-Van Tools trademark.

Backlog
-------

         The dollar amounts of backlog of the Cal-Van Tools Division believed
to be firm as of March 1, 1996 and 1995 were approximately $247,000 and
$255,000, respectively. All of the 1996 backlog is expected to be filled
during 1996. There is no significant seasonal aspect to the business of this
division.

Competition
-----------

         The market for Cal-Van's products is highly competitive and the
Company competes on the basis of service, quality and price. There are five
major manufacturers competing in the specialty automotive hand tool market,
together with approximately ten manufacturers of general hand tools who
manufacture and/or supply certain specialty tools as an adjunct to their
regular tool line. Based upon total annual


                                      -5-
<PAGE>   6
sales volume, the Company believes that Cal-Van ranks third among manufacturers
of specialty automotive hand tools located in the United States, having
approximately one-third of the total sales volume of the largest manufacturer.

         An additional competitive element in the specialty tool market is the
increased interest in this market of mass merchandising chains.


CHEMICAL GROUP

Products and Services
---------------------

         The Chemical Group's operations are divided into two divisions.

         The Contracting Division is comprised of the pavement marking and
traffic survey department and the vegetation management department. The
pavement marking provides under contract various forms of pavement marking.
These services include fast dry alkyd, fast dry water-borne, and polyester
paint striping, the installation of cold plastic and the measurement,
determination and marking of "no-passing" zones on highways. The vegetation
management department applies under contract various types of vegetation
control materials including selective herbicides for weed, brush and grass
control, as well as nonselective herbicides for total vegetation control.

         The CADCO division sells herbicides, adjuvants, plant growth
regulators, sprayers, pavement marking products and other related equipment
and products.

         The Chemical Group accounted for 20%, 21% and 25% of the Company's
revenues for 1995, 1994 and 1993, respectively.


Marketing and Distribution
--------------------------

         Sales of the products and services offered by the Chemical Group are
made throughout 21 states in the midwestern, eastern and southern parts of the
United States. Approximately 95% of the total net sales of the Chemical Group
are to various state, county, municipal and township highway departments and
drainage commissions and toll road authorities. The balance of the net sales
of this division are derived primarily from public utilities, pipeline
companies, railroads, general contractors and other industrial, commercial
and noncommercial users. During the past three years, approximately 90% of
the net sales of this division were derived from contracts entered into with
various governmental authorities located in the states of Ohio, West
Virginia, Michigan, Indiana, New York, Kentucky and Tennessee.

         The work performed by the Chemical Group is seasonal inasmuch as warm
dry weather is needed to apply pavement marking and vegetation control
materials. The season in the Company's general area of


                                      -6-
<PAGE>   7
operations is from April 1 through November 30. This season is extended on
occasions when the Company is able to obtain contracts in Southern states
where the more favorable weather conditions allow work to be performed
December through March.

         The Chemical Group's highway operations with various governmental
authorities are generally conducted under fixed price contracts awarded by the
governmental authorities for a fixed period of time ranging from a few months
to two years. These contracts generally require the Company to comply with
standards and specifications relating to (i) the type and amount of chemicals,
paints and polyesters used by the Company, (ii) the type, size and number of
applicating units used by the Company, (iii) the training, work experience and
licensing of the personnel used by the Company and (iv) the method of
application of chemicals, paints, polyesters and plastics used by the Company.

         The Company owns the equipment it uses in its operation of the
Chemical Group.


Supplies
--------

         The principal supplies used by the pavement marking department are
paint,  polyester, glass beads, and cold preformed plastic materials. The
Company obtains these materials from a wide range of suppliers. Herbicides
used in vegetation management and CADCO material sales are obtained from a
wide range of suppliers. The Company does not believe that the loss of
any one source of supply would have a material effect on its business.


Backlog
-------

         The dollar amounts of backlog of the Chemical Group believed to be
firm as of March 1, 1996 and 1995 were approximately $3,494,000 and
$6,066,000, respectively. Dollar amounts of backlog can vary significantly
based upon the timing of bid lettings and the division's success in obtaining
contracts and are not necessarily indicative of the results for the year. All
of the contracts comprising the 1996 backlog are expected to be completed
during 1996.


Competition
-----------

         The business done by the Chemical Group is highly competitive. Most
contracts are awarded on the basis of price, reputation, experience and ability
to perform. The number of competitors is greatly reduced as the size of the
job and the complexity of tasks to be performed are increased. Generally, the
competitors of the Company are local companies operating in a particular
geographical area. Although reliable statistics are not available, the Company
believes that based on annual net sales of the Chemical Group, it is one of the
larger contractors in the states in which it operates in the application of
highway vegetation control materials and of highway pavement marking and
striping materials.


                                      -7-
<PAGE>   8
         Since the Company obtains all of its public contracts through
competitive bidding, there can be no assurance that the Company will retain all
of its present contracts after their respective dates of expiration nor is
there any assurance that the Company's record of obtaining additional contracts
will continue. Although the Company believes that its relationship with its
customers is good, loss of existing contracts due to expiration or cancellation
could have a materially adverse effect on the Company's net sales and net
income.

Regulations
-----------

         Much of the Chemical Group's business is oriented to highway safety
considerations. Regulations applicable to the various public authorities with
whom the Company contracts affect the demand and specifications for highway
striping and vegetation control performed by the Company.


CORY ORCHARD & TURF DIVISION

Products
--------

         The Cory Orchard & Turf Division, located in Indianapolis, Indiana,
and Louisville, Kentucky, is engaged in the wholesale and retail sale and
distribution of a broad range of agricultural chemicals and equipment including
insecticides, fungicides, herbicides, rodenticides, fertilizers, growth
regulators, power and hand sprayers, mowing and aerification equipment,
washing and grading equipment, hydraulic tools, air tools and safety equipment.
The Cory Orchard & Turf Division accounted for 9%, 9% and 11% of the
Company's revenues for 1995, 1994 and 1993, respectively.

Marketing and Distribution
--------------------------

         Sales of the Company's products carried by this division are
primarily made directly to farmers, orchardists, landscapers, golf courses,
lawn care companies and pesticide operators in a marketing area which includes
the states of Indiana, Kentucky, Michigan, Ohio and Illinois. The Company does
not have any single customer which accounts for more than 10% of the net sales
of this division. Since a majority of the sales of this division's products is
directly related to agricultural production, approximately 80% of its net sales
occurs in the early Spring, late Summer and early Fall.

         The Company's retail sales are made directly from its warehouse and
sales office in Indianapolis, Indiana and Louisville, Kentucky. Sales to the
Company's wholesale customers are made through Company sales staff.

         The Company transports the products sold by this division by means of
its own truck fleet.


                                      -8-
<PAGE>   9
Supplies
--------

         The products sold by this division are available from many suppliers.
The Company does not believe that the loss of any one source of supply would
have a material effect on the business.

Backlog
-------

         The dollar amounts of backlog of the Cory Orchard & Turf Division
believed to be firm as of March 4, 1996 and 1995, were approximately
$141,000 and $118,000, respectively. The timing of orders and backlog can vary
from year to year due to weather conditions, etc. and is not necessarily
indicative of the sales results for the period. All of the 1996 backlog is
expected to be filled during 1996.

Competition
-----------

         The markets for the products sold by this division are highly
competitive and the Company competes with many companies having a higher total
sales volume and greater financial resources than the Company. This division
competes with a wide variety of other suppliers on the basis of service and
price. Competition is particularly intense with respect to large quantity
orders placed by customers early in the growing season. To combat the intense
competition, the Cory sales staff spends the winter months working with
individual customers toward improving their next season's chemical programs as
well as conducting seminars in various product categories.


LEASING AND FINANCE DIVISION
----------------------------

         Through the Company's Leasing and Finance Division, its qualified
customers are offered two alternate methods of financing the purchase of the
Company's steel tanks (the "Tank Finance Plan" and the "Tank Lease Plan").

         Under the Tank Finance Plan, the Company finances 90% of the sales
price over a 24 to 48 month period at an effective annual interest rate which
during 1995 was approximately 10.25% to 11.0%. The Company retains a security
interest in the tanks as additional security for the payment of the financed
amount. The installment paper evidencing the customer's obligation is either
held by the Company as an investment, sold with recourse for the principal
amount thereof to the Company's profit sharing plan or pledged as collateral
for borrowings over a like period. In 1995, the Company borrowed $6,859,000
under the latter arrangement and sold with recourse $2,348,145 to the Company's
profit sharing plan. For the fiscal year ended December 31, 1995,
approximately 25% of the total net sales of the Tank Division were sold to
customers under the Tank Finance Plan.

         Under the Tank Lease Plan, leases of liquid propane gas tanks to
customers for noncancellable terms of five or ten years are recorded as sales
at inception. The present value of the minimum payments is included


                                      -9-
<PAGE>   10
in net sales and the cost of the tanks is charged to cost of sales.
Estimated residual values of the leased tanks are not significant. During
the fiscal year ended December 31, 1995, the Leasing and Finance Division
invested in approximately $1,283,777 in customer sales type leases which it
pledged as collateral for borrowings. Approximately 4% of the total net sales
of the Tank Division for the fiscal year ended December 31, 1995 were made
under the Tank Lease Plan.

           In 1995, consistent with the Company's prior practice, income and
expense of the Leasing and Finance Division are recorded in the Tank Division
and in unallocated corporate income and expense.


PATENTS, LICENSES, FRANCHISES AND CONCESSIONS

         The Company has a design patent on Cal-Van's #825 spark plug ramp
gauge which was issued in 1992 for a period of 14 years.  The Company does not
own any other patents nor is it licensed under any patent licenses.  It does
not hold any franchises or concessions from any governmental body.


EMPLOYEES

            The  following table  sets  forth  information  with respect to
the Company's 440 employees:

<TABLE>
<CAPTION>
          Division                         Permanent             Seasonal
<S>      <C>                                 <C>                   <C>
Corporate Staff ------------------------      20                    0

Tank Division --------------------------     154                    0

Cal-Van Tools Division -----------------      86                   16

Chemical Group -------------------------      44                  103

Cory Orchard & Turf Division -----------      17                    0
                                             ---                  ---

                 Total -----------------     321                  119
                                             ===                  ===
</TABLE>

         Employees at the Company's Tank Division Plant in Fremont, Ohio are
subject to a collective bargaining agreement between the Company and the
United Steelworkers of America, AFL-CIO-CLC, Local 1915. The current agreement
will expire April 30, 1996.


                                      -10-
<PAGE>   11
         Seasonal employees in the Company's Chemical Group are subject to a
collective bargaining agreement between the Company and Laborers International
Union Local 480, which will expire March 1, 1997.

         The Company believes that its relations with its Union and other
employees is good, and does not anticipate problems in negotiating new
collective bargaining agreements.

ENERGY AND ENVIRONMENT

         The Company consumes electricity, propane gas, natural gas and
various fuels in manufacturing, in selling its products and services and in
lighting  and heating the facilities it operates. Although the Company has
never experienced any significant interruptions of its operations due to
shortages of energy, there can be no assurance that a serious curtailment of
the availability of such fuels or acceptable substitutes would not adversely
affect the Company's operations.

         Federal, state and local authorities are considering various
legislation and regulations related to environmental and energy matters. The
Company is not aware of any presently existing legislation relating to such
matters which has or will have a materially adverse effect upon the Company's
operations or which will require material capital expenditures in the next
two years; however, the Company cannot predict the effect of future
legislation or regulations.


ITEM 2.  PROPERTIES
         ----------

         The following table lists the materially important physical properties
used in its operations together with certain information regarding such
properties:

<TABLE>
<CAPTION>
Description                   Land        Building
and Location (1)             (acres)      (sq. ft.)         Use
----------------             -------      ---------         ---
<S>                            <C>         <C>        <C>                
Land and buildings             80          30,400     Administrative offices
2776 & 2780 CR 69                                     of the Company;
Gibsonburg, Ohio 43431                                Chemical Group
                                                      offices; maintenance
                                                      and storage for
                                                      spraying, and striping (2)

Land and buildings              6.28       45,000     Former Tank Division
2098 W. State Street                                  offices; currently
Fremont, Ohio  43420                                  being held for lease

Land and buildings             10.76       91,050     Cal-Van Tools Division
1500 Walter Avenue                                    offices; manufacture
Fremont, Ohio  43420                                  and of automotive
                                                      tools (3)
</TABLE>


                                      -11-
<PAGE>   12
<TABLE>
<S>                                 <C>         <C>        <C>                   
Land and buildings                   4.85       28,840     Cory Orchard & Turf
6739 Guion Road                                            Division offices;
Indianapolis, Indiana  46268                               warehouse space for
                                                           spraying equipment and
                                                           supplies; repair center
                                                           for sprayers; retail and
                                                           wholesale sale of chemicals,
                                                           equipment and supplies. (2)

Leased Warehouse                     N/A         6,660     Cory Orchard and Turf Division
13000 Middleton Industrial Blvd.                           Branch office; warehouse space 
Louisville, Kentucky 40223                                 for spraying equipment and supplies; 
                                                           retail and wholesale sale of 
                                                           chemicals equipment and supplies.  
                                                           Three year lease expires
                                                           February of 1997.(2)

Land and building                   16.10       68,800     Tank Division offices;
721 Graham Drive                                           manufacture of propane
Fremont, Ohio  43420                                       and anhydrous ammonia
                                                           tanks. Operations
                                                           commenced during the
                                                           second quarter of
                                                           1993. See note 5 to the 
                                                           financial statements
                                                           for mortgage information(2)
</TABLE>

(1)   The Company  believes that its properties are adequately maintained, are
      in good condition and are suitable and adequate for its business as
      presently conducted.

(2)   The Company believes these facilities are being used to approximately 75
      to 100 percent of their capacity.

(3)   The Company believes that the facility is being used to approximately 50%
      of capacity based upon 24 hour utilization.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

            The Company, along with fourteen other parties, has been designated
in a letter dated July 13, 1995, as a potentially responsible party by the
United States Environmental Protection Agency (the "EPA") at the County Line
Landfill, Fremont, Ohio under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended. The EPA is requesting that
the potentially responsible parties initiate an Engineering Evaluation and Cost
Analysis (EECA) to evaluate what future response activities may be necessary at
the site, which was licensed and operated as a landfill from 1969 to 1984. The
potentially responsible parties have commenced participation in an engineering
evaluation at the site. There is no volumetric ranking of the parties
available. Although the EPA takes a position that any potentially responsible
party is liable jointly and severally for response costs, the Company is only
one of many parties believed to have used the site. There is also no
information as to the extent and nature of any necessary future response action
to the site. During the period in question the Company maintained various
insurance policies and management is exploring the availability of coverage of
claims which may arise. Because of the preliminary state of this matter and
lack of information, it is not possible to estimate the financial impact or
range of probable financial impact on the Company. During the year ended
December 31, 1995, the Company has expensed $9,132, its portion of the expenses
of the current engineering evaluation, but has not reflected any amount or
accrued expenses to cover any future cost of additional evaluation or
remediation relating to the site. While the ultimate outcome of this matter
cannot now be predicted, the Company believes, based on the facts now known to
it, that costs arising out of this matter will not have a material adverse
effect on the Company's financial position. 



                                      -12-
<PAGE>   13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted to a vote of the Company's shareholders
during the last quarter of the period covered by this report.


                                      
                                   PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          ----------------------------------------------------------------
          MATTERS
          -------

        (a)  Market Information.
             ------------------

       The Company's common stock trades on the NASDAQ Small Cap Market under
the symbol CTRL. The Company believes the range of high and low sales prices
for 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
                                   1995
<S>                 <C>             <C>                 <C>
  1st Qtr.             2nd Qtr.           3rd Qtr.       4th Qtr.
  --------             --------           --------       --------
$10.45-$9.50         $11.00-$9.125      $11.50-$10.25   $12.00-$11.00

                                   1994

  1st Qtr.             2nd Qtr.           3rd Qtr.       4th Qtr.
  --------             --------           --------       --------
$10.57-$9.09         $10.23-$9.31       $10.68-$9.55    $10.68-$9.77
</TABLE>

Prices have been adjusted to reflect the 10% stock dividends of March 1994 and
1995.

        (b)  Numbers of Holders of Common Stock
             ----------------------------------

        Management believes the number of holders of Chemi-Trol's Common Shares
at March 7, 1996, was 685.

        (c)  Dividends Paid per Common Share
             -------------------------------

<TABLE>
<CAPTION>
                                 1995                        1994
                      -----------------------     -----------------------      
    
                        Quarter         Ended       Quarter        Ended
                      3/31 6/30   9/30  12/31     3/31 6/30    9/30 12/31
<S>                   <C>  <C>    <C>   <C>       <C>   <C>    <C>  <C>           

Dividends declared
were $.36 and $.327
per common share in
1995 and 1994,
respectively.
Dividends have been   $.082 $.090 $.090 $.090     $.074 $.082 $.082 $.082
adjusted to reflect
the 10% stock
dividends of March
1995 and 1994
</TABLE>

        The Company has paid a cash dividend on its Common Shares each year
since its incorporation in 1952.

                                      -13-
<PAGE>   14
ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

<TABLE>
<CAPTION>
                                  Years Ended December 31,                    
        ------------------------------------------------------------------------

                         1995          1994         1993        1992        1991
                         ----          ----         ----        ----        ----
<S>                <C>          <C>          <C>          <C>          <C>
Operating Results:
  Revenues         $71,048,476  $67,823,972  $62,099,805  $58,905,134  $55,872,455
  Net Income         1,474,705    1,609,719      896,731    1,488,410    1,401,904
  Net Income
     Per Common Share      .74          .80          .45          .74          .70

At Year-end:
  Total
     Assets         48,592,539  $45,917,360  $41,186,807  $36,589,365  $33,046,396

  Long-Term
       Debt          9,789,973    7,235,827    8,761,989    5,964,152    4,050,354
  Working
       Capital      14,430,716   11,218,263   12,174,075   12,180,603   11,660,569

Cash Dividends
Declared Per Common
Share              $      .360  $      .327  $      .298  $      .260  $      .248
</TABLE>

  Share data has been computed on the basis of the weighted average number
  of common shares outstanding during each period and restated for the 6 for 5
  stock split in November of 1992 and the 10% stock dividends in March 1995 and
  1994.

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

Liquidity and Capital Resources
-------------------------------

     Liquidity is the measure of a company's ability to generate adequate
funds to meet its needs. Funds can be generated internally from operations or
externally by borrowing. Primary measures of liquidity include the amount of
working capital, the working capital ratio and the ability to borrow funds. As
shown in the following chart, the Company's ability to borrow funds remains 
strong as evidenced by the unused commitment for term financing and the 
unpledged notes and leases at December 31, 1995.

<TABLE>
<CAPTION>
                            1995               1994             1993
<S>                     <C>                <C>              <C>
Working capital         $14,430,716        $11,218,263      $12,174,075
Working capital
  ratio                    1.9 to 1           1.7 to 1         2.0 to 1
Unused commitment for
  term financing of
  customer notes and
  leases                $ 2,076,500        $ 7,500,000       $3,000,000
Unpledged notes and
  leases                $ 1,310,185        $ 5,274,000       $3,197,000
</TABLE>

                                      -14-
<PAGE>   15
       A substantial amount of the Company's working capital over the past
three years has been provided from operations.  Long-term borrowings of
$8,300,500 in 1995 and $3,418,178 in 1994 were used to finance customer sales
type leases or notes receivable for the purchase of steel tanks produced by the
Company's Tank Division, pursuant to the arrangements described under ITEM 1
BUSINESS Leasing and Finance Division. This financing has been arranged
through area banks. The Company has a commitment to provide term financing for
tank notes and leases extended to customers for amounts up to $6,000,000, of
which $2,076,500 was available at year end. The total amounts borrowed with
collateral under the lease and finance plans at  December 31, 1995 were
$2,757,217 and $8,127,330; respectively.

       Due to the seasonal nature  of the operations of the Company's
Chemical Group and extension of fall payment terms in certain other divisions,
the Company has an uneven cash flow pattern. Operations of the Chemical Group
begin approximately mid-April and run through November.  There are substantial
cash requirements in the second quarter for this division associated with
inventory build up and  the purchase of equipment and supplies.  Since
the majority of the contracts performed by this division are for political
subdivisions and the contracts stretch over the entire summer season, a
fair percentage of the payments are not received until mid-September and
October. This creates a cash shortage from June to October which has made 
it necessary for the Company to borrow short-term funds.  For this reason, 
the Company has arranged a short-term borrowing line of $12,750,000 through 
local banks.  In 1995 the Company used amounts ranging from month-end amounts 
of $1,043,000 to $10,837,000 of its short-term credit line.

       Capital expenditures during 1995 increased by 67% from the previous
year to $2,171,262. Expenditures during 1995 included the addition of a 31,750
square foot warehouse to provide Cal-Van with better storage of its inventory
and a more efficient production layout. A large portion of the 1993
expenditures was related to the construction of the new tank production
facility located in Bark Creek Industrial Park, in Fremont, Ohio. The Company
borrowed $4,000,000 under a mortgage note to finance the new facility with the
balance of the expenditures made with funds provided from operations. The
balance owed on this mortgage at December 31, 1995 was $3,608,732.

<TABLE>
<CAPTION>
                           1995              1994            1993
<S>                     <C>               <C>             <C>
Capital expenditures    $2,171,262        $1,298,677      $4,411,650
</TABLE>

       Capital expenditures are budgeted at $794,000 for 1996. The Company
intends to make these expenditures with funds provided from operations.


                                      -15-
<PAGE>   16
Results of Operations
---------------------

(a) 1995 versus 1994

        Total revenues of the Company increased by 4.8% to a record $71,048,476,
while net income decreased by 8.4% to 74 cents per share.

        The Tank Division, which accounted for approximately 48.7% of total
corporate revenue during 1995, increased revenues by approximately 4.3% over
1994 levels, a new record. The increase in revenues was the result of a 4.4%
increase in sales and a slight decrease of less than 1% (.8) in interest and
financing income. Actual units shipped during the year increased by 1.4% over
the prior year levels. Operating profit increased by 3.4%, slightly less than
the increase in revenues, as a result of a slight decrease in gross profit
margins.

        Net sales of the Cal-Van Tools Division increased by 11.3% to record
levels of $15,527,740, while operating profits decreased by 50.7% for the year
ended December 31, 1995. The disproportionate increase of 14.4% in cost of
sales coupled with a 22.8% increase in selling expenses were largely
responsible for the decrease in operating profits. Continued competitive
pressure in a changing marketplace with fewer and larger customers was
responsible for the profit decrease.

        The Chemical Group revenues were static, down by 1.4%, while operating
profits increased by 11.0%. Gross profit increases of 19.3% in CADCO, the
material distribution division, were offset by decreases of 8.7% in the
Contracting Division and resulted in a slight decrease in the Group's gross
profit of 3.9%. The increase in operating profit was attributable to decreases
in divisional selling and general and administrative expenses of 15.5%
and 21.0%, respectively.

        Revenues of the Cory Orchard & Turf Division increased by 7.2%, while
operating profits increased over 19 times the depressed 1994 level. Higher
margins, the result of cost of goods sold increasing at a lesser rate of 4.6%
coupled with the volume increase, served to increase gross profits by 24.1%. 
Selling and general administrative expenses were stable, decreasing by less 
than 1%.

        For the Company as a whole, the increase in net sales of 4.9% was
slightly less than the 5.0% increase in cost of sales, forcing margins to
tighten. Selling expense increases of 12.5% were largely attributable to
Cal-Van's aggressive marketing. The 5.7% decrease in general and
administrative expenses was largely the result of decreased profit sharing
allocations due to lower profits, particularly in the second half of the year.
Interest and financing income decreased by 1.8% from 1994 levels. Interest
expense increased by 21.5% as borrowings to fund working capital and capital
addition expenditures increased during the year.  Net income decreased by 8.4% 
to $1,474,705 or 74 cents per share.

        Changes in effective state and local tax rates were largely 
responsible for the increase in the effective tax rate from 38.4% in 1994 to 
39.7% in 1995.


                                      -16-
<PAGE>   17
(b) 1994 versus 1993

         The Company's total revenues increased by  9.2% to a record
$67,823,972, while net income for the year increased 79.5% to $.80 per share.

         The Tank Division, which accounted for 48.9% of the total Company's
revenues, increased revenues by 22.0% to record levels as net sales and
interest and financing income increased by 22.6% and 6.5%, respectively.  The
increase in net sales was largely the result of an 18.9% increase in units
sold. Divisional selling and general administrative expenses for the year
increased 9.0% over 1993 levels.  The resulting operating profit at the
higher sales level increased 46.5% over the prior year.

         Revenues of the Chemical Group decreased by 6.9%, while operating
profit decreased by 21.5%.  The decrease in revenues was largely the result of
a 34.5% decrease in revenues of CADCO, the material sales division, which
offset the 2.7% increase in sales of the Contracting Division. A decrease
of 21.3% in gross profits of CADCO, coupled with a 9.7% decrease in gross
profit of the Contracting Division, served to decrease the operating profit
of the Group.

         The Cal Van Tools Division increased net sales by 12.7% to record
levels, for the third straight year, and operating profit rebounded sharply,
over 15 times, from the prior year depressed level to $779,825. The increase
in net sales plus less than proportionate increases of 7.4% in cost of sales
and 4.2% in selling and general administrative expenses resulted in the
increases in operating margin and profit.

         Revenues of the Cory Orchard & Turf Division decreased by 10.9%, and
operating profit decreased by 90.9% over prior year levels. The decrease in
sales, coupled with the disproportionate decrease in cost of sales of 10.3%
and a 3.8% increase in selling and general administrative expense, was
responsible for the decrease in operating profit.

         For the Company as a whole, net sales increased by 9.3% while cost of
sales increased at a somewhat lesser rate of 7.4% to improve gross margins.
Selling and general and administrative expenses also increased at the lesser
rates of 4.4% and 1.1%, respectively, to further increase operating profits.
Interest and financing income increased by 6.0%.  Interest expense increased
by 30.8% largely as a result of higher interest rates and increased debt
balances as a result of borrowings to finance the new tank production
facility which was completed mid 1993. Income before cumulative effect of
change in accounting method increased by over 106% while net income increased
by 79.5% to $.80 per share. In the prior year the cumulative effect of the
Company changing its method of accounting for income taxes from the deferred
method to the liability method as required by FASB Statement No. 1909,
"Accounting for Income Taxes," on January 1, 1993, was to increase net
income by $115,995 or $.06 per share.

         Changes in state and local tax rates were largely responsible for the
decrease in the effective tax rate from 39.5% in 1993 to 38.4% in 1994.


                                      -17-
<PAGE>   18
Impact of Inflation and Changing Prices on Sales and Income From
----------------------------------------------------------------
Operations
----------

         The rate of inflation during recent years has again become a
consideration and the Company uses the following procedures to help offset its
detrimental effects. First, selling prices of the Company's products are
carefully and constantly scrutinized so that selling prices reflect current
costs. Price increases can only be instituted, of course, to the extent that
the Company's prices remain competitive within the business segments in which
the Company operates. As a result, the Company constantly monitors
alternative suppliers to assure the lowest possible costs. The Chemical Group
can reasonably account for inflation in bidding on fixed price contracts
because a majority of the contracts are bid early in the year with
completion dates during the current year. Labor rates are generally
established prior to the bid and these are generally fixed for the duration
of the contract.  Materials necessary to perform a contract can be price
protected by purchasing under early order programs or by purchasing sufficient
quantities of the materials necessary to complete the contract at the time it
is awarded. This allows these costs to be considered at the time a bid is
prepared.  The Company uses the LIFO method of accounting for the cost of
goods sold for the majority of its products. This charges current costs to
the results of operations for both financial reporting and income tax purposes
and during periods of inflation results in improved cash flow due to lower
income taxes paid by providing a closer matching of revenues and expenses.
Finally, increasing of productivity levels in all of the Company's operating
divisions has helped to lessen the effects of inflation in the past and will
continue to be part of the Company's objective for controlling the effects of
inflation in the future.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

         See ITEM 14 for an index to financial statements and financial
statement schedule.

                                      -18-
<PAGE>   19



                        Report of Independent Auditors

The Board of Directors and Shareholders
Chemi-Trol Chemical Co.

We have audited the accompanying balance sheets of Chemi-Trol Chemical Co. as
of December 31, 1995 and 1994, and the related statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1995. 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 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 financial position of Chemi-Trol Chemical Co. at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. 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.

As discussed in Note 7 to the financial statements, in 1993 the Company changed
its method of accounting for income taxes.


                                                               ERNST & YOUNG LLP


Toledo, Ohio
February 29, 1996


                                      -19-
<PAGE>   20
                            Chemi-Trol Chemical Co.

                                 Balance Sheets


<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                                1995                 1994
                                                       ---------------------------------------
<S>                                                         <C>                   <C>
ASSETS

 Current assets:
   Cash                                                    $    80,991           $    998,578

   Trade receivables, less allowance of $310,000:

     Accounts                                               11,960,645             11,416,860
     Notes                                                   4,568,313              4,260,372
                                                       ---------------------------------------

                                                            16,528,958             15,677,232


   Net investment in sales-type leases (Note 2)              1,005,265              1,086,679

   Inventories (Notes 1 and 3)                              11,799,651              9,380,670
                                                      
   Prepaid expenses and deferred income taxes (Note 7)       1,201,688              1,157,421
                                                       ---------------------------------------

 Total current assets                                       30,616,553             28,300,580


 Property and equipment, at cost (Note 4)                   20,501,534             18,722,257

 Less accumulated depreciation                               9,459,443              8,549,910
                                                       ---------------------------------------
 Net property and equipment                                 11,042,091             10,172,347


 Other assets (Notes 2 and 5):
   Notes receivable, noncurrent portion                      4,366,432              4,227,563

                                                   
   Net investment in sales-type leases, noncurrent           2,254,722              2,913,359
     portion                                                   312,741                303,511
                                                       ---------------------------------------
   Other                                                     6,933,895              7,444,433
                                                       ---------------------------------------
 Total other assets                                        $48,592,539            $45,917,360
                                                       =======================================
</TABLE>


                                      -20-
<PAGE>   21


<TABLE>
<CAPTION>
                                                                     DECEMBER 31
                                                            1995                      1994
                                                         -------------------------------------
<S>                                                         <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
  Notes payable (Note 5)                                    $  1,507,831          $  3,500,000
  Accounts payable                                             7,102,503             6,714,457
  Dividends payable                                              180,444               164,056
  Income taxes                                                   148,629               105,497
  Accrued liabilities:
   Insurance                                                   1,027,531             1,137,868
   Compensation                                                  818,703               817,872
   Profit-sharing                                                304,019               526,843
   Other                                                         392,871               367,039

  Long-term debt due within one year (Note 5)                  4,703,306             3,748,685
                                                         -------------------------------------
Total current liabilities                                     16,185,837            17,082,317
                                                              

Long-term debt (Note 5)                                        9,789,973             7,235,827
Deferred income taxes (Note 7)                                   894,000               628,000


Shareholders' equity:
  Common stock, without par value; 6,000,000 shares
    authorized, 2,004,930 shares issued
    and outstanding (1,822,796 shares in 1994) (Note 6)
                                                               4,590,767             2,792,174
  Retained earnings                                           17,131,962            18,179,042
                                                         -------------------------------------
Total shareholders' equity                                    21,722,729            20,971,216
                                                         -------------------------------------
                                                             $48,592,539           $45,917,360
                                                         =====================================
</TABLE>


See accompanying notes.


                                    - 21 -
<PAGE>   22
                            Chemi-Trol Chemical Co.

                              Statements of Income


<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31
                                                   1995              1994               1993
                                            --------------------------------------------------
<S>                                         <C>                 <C>                <C>
Revenues:
 Net sales                                  $70,007,608         $66,763,748        $61,099,606
 Interest and financing income                1,040,868           1,060,224          1,000,199
                                            --------------------------------------------------
                                             71,048,476          67,823,972         62,099,805

Costs and expenses:
 Cost of sales                               60,622,638          57,712,244         53,752,253
 Selling                                      3,706,662           3,295,078          3,157,306
 General and administrative                   2,881,262           3,056,648          3,024,186
 Interest                                     1,391,209           1,145,283            875,324
                                            --------------------------------------------------
                                             68,601,771          65,209,253         60,809,069
                                            --------------------------------------------------
Income before income taxes and cumulative
   effect of change in accounting method      2,446,705           2,614,719          1,290,736

                                              

Income taxes (Note 7):
 Federal:
   Current                                      687,000             666,000            315,000
   Deferred                                     120,000             182,000            107,000
 State and local                                165,000             157,000             88,000
                                            --------------------------------------------------
                                                972,000           1,005,000            510,000
                                            --------------------------------------------------

Income before cumulative effect of change
   in accounting method                       1,474,705           1,609,719            780,736
Cumulative effect of change in accounting
   method (Note 7)                                    -                   -            115,995
                                            --------------------------------------------------
Net income                                  $ 1,474,705         $ 1,609,719        $   896,731
                                            ==================================================


Per common share (Note 6):
 Income before cumulative effect of change
   in accounting method                          $  .74              $  .80             $  .39
 Cumulative effect of change in
   accounting method                                  -                   -                .06
                                            --------------------------------------------------
 Net income                                      $  .74              $  .80             $  .45
                                            ==================================================
</TABLE>


See accompanying notes.


                                    - 22 -
<PAGE>   23
                            Chemi-Trol Chemical Co.

                       Statements of Shareholders' Equity

                  Years ended December 31, 1995, 1994 and 1993


<TABLE>
<CAPTION>
                                            Common Stock                   
                                    ---------------------------          Retained
                                       Shares            Amount           Earnings         Total
                                    ---------------------------------------------------------------
 <S>                                 <C>            <C>              <C>              <C>
    Balance - January 1, 1993        1,657,182      $   991,122      $18,727,570        $19,718,692
     Net income                                                          896,731            896,731
     Cash dividends - $.30 per share
       (Note 6)                                                         (596,586)          (596,586)
                                    ---------------------------------------------------------------
    Balance - December 31, 1993      1,657,182          991,122       19,027,715         20,018,837
     Net income                                                        1,609,719          1,609,719
     Cash dividends - $.33 per share
       (Note 6)                                                         (656,207)          (656,207)
     10% stock dividend issued         165,614        1,801,052       (1,801,052)                 -
     Cash dividend issued for
       fractional shares                                                  (1,133)            (1,133)
                                    ---------------------------------------------------------------
    Balance - December 31, 1994      1,822,796        2,792,174       18,179,042         20,971,216
     Net income                                                        1,474,705          1,474,705
     Cash dividends - $.36 per share
       (Note 6)                                                         (721,774)          (721,774)
     10% stock dividend issued         182,134        1,798,593       (1,798,593)                 -
     Cash dividend issued for
       fractional shares                                                  (1,418)            (1,418)
                                    ---------------------------------------------------------------
    Balance - December 31, 1995      2,004,930       $4,590,767      $17,131,962        $21,722,729
                                    ===============================================================
</TABLE>

See accompanying notes.


                                      -23-
<PAGE>   24
                            Chemi-Trol Chemical Co.

                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31
                                                           1995            1994             1993
                                                    -------------------------------------------------
<S>                                                 <C>                               <C>
 OPERATING ACTIVITIES
 Net income                                           $  1,474,705     $  1,609,719      $   896,731
 Adjustments to reconcile net income to net cash
   provided by operating activities:
     Notes receivable from product sales                (7,476,136)      (7,347,207)      (5,909,937)
     Collections from customers on notes receivable      4,681,181        4,328,688        3,511,955
     Notes receivable sold                               2,348,145        2,138,527        2,440,642
     Proceeds from sales-type leases                     2,023,828        1,085,206        1,052,497
     Additions to net investment in sales-type leases   (1,283,777)      (1,106,954)      (1,461,522)
     Depreciation                                        1,238,437        1,184,800        1,007,733
     Provision for deferred income taxes                   120,000          182,000           (8,995)
     Gain on sale of property and equipment                (47,168)          (4,825)          (8,687)
     Decrease in allowance for doubtful accounts                 -                -          (40,000)
     Changes in operating assets and liabilities:
        Accounts receivable                               (543,785)      (2,414,999)      (1,024,246)
        Inventories                                     (2,418,981)        (897,912)         144,446
        Prepaid expenses                                   101,733          117,827         (329,249)
        Other assets                                        (9,230)        (143,985)         (27,101)
        Accounts payable                                   388,046        2,601,573          595,050
        Income taxes payable                                43,132           71,340           16,570
        Accrued liabilities                               (306,498)         (43,026)         106,561
                                                    -------------------------------------------------
 Net cash provided by operating activities                 333,632        1,360,772          962,448


 INVESTING ACTIVITIES
 Additions to property and equipment                    (2,171,262)      (1,298,677)      (4,411,650)
 Proceeds from disposals of property and equipment         110,249           42,568           33,268
                                                    -------------------------------------------------
 Net cash used in investing activities                  (2,061,013)      (1,256,109)      (4,378,382)


 FINANCING ACTIVITIES
 Proceeds from long-term borrowings                      8,300,500        3,418,178        7,563,008
 Payments of long-term debt                             (4,791,733)      (4,701,801)      (5,045,897)
 Net borrowings under line of credit                    (1,992,169)       2,200,000        1,300,000
 Cash dividend payments                                   (705,386)        (641,297)        (596,586)
 Payments in lieu of issuing fractional shares              (1,418)          (1,133)               -
                                                    -------------------------------------------------
 Net cash provided by financing activities                 809,794          273,947        3,220,525
                                                    -------------------------------------------------

 Increase (decrease) in cash                              (917,587)         378,610         (195,409)
 Cash at beginning of year                                 998,578          619,968          815,377
                                                    -------------------------------------------------
 Cash at end of year                                $       80,991      $   998,578      $   619,968
                                                    =================================================

 Supplemental cash flow information:
   Cash paid for interest (net of capitalized       
     interest)                                      $    1,389,427      $ 1,144,411      $   876,033
                                                    ================================================

   Cash paid for income taxes                       $      748,868      $   615,483      $   708,425
                                                    =================================================
</TABLE>


 See accompanying notes.
                                                                     
                                      -24-
<PAGE>   25
                            Chemi-Trol Chemical Co.

                         Notes to Financial Statements

                               December 31, 1995


1. SIGNIFICANT ACCOUNTING POLICIES

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 amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

INVENTORY VALUATION

Substantially all inventories are valued at the lower of cost, determined by
the last-in, first-out (LIFO) method, or market.

NOTES RECEIVABLE

Notes receivable are due in installments from customers for sales of liquid
propane gas tanks. The notes are issued for three or four year terms and bear
interest based on the prevailing interest rate. At December 31, 1995, the
carrying value of notes receivable approximates their fair valued based on the
Company's current incremental lending rates.

In May 1993 the Financial Accounting Standards Board issued Statement No. 114,
"Accounting by Creditors for Impairment of a Loan" (FAS No. 114), which was
amended by Statement No. 118, "Accounting by Creditors for Impairment of a
Loan--Income Recognition and Disclosures" (FAS No. 118). The Company adopted
the provisions of these new standards at the beginning of fiscal 1995 which had
no effect on the consideration of the need for an allowance for credit losses.

LEASES

Leases of liquid propane gas tanks to customers for noncancellable terms of
five or ten years are recorded as sales at inception. The present value of the
minimum payments is included in net sales and the cost of the tanks is charged
to cost of sales. Estimated residual values of the leased tanks are not
significant. The leases are financed through notes payable to banks with terms
similar to the leases. The obligations to the banks are included in long-term
debt. Interest income computed at the rates implicit in the leases is
recognized on the interest method.


                                      -25-
<PAGE>   26
                           Chemi-Trol Chemical Co.
                                      
                  Notes to Financial Statements (continued)


1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEPRECIATION

Depreciation is provided on the straight-line method over the estimated useful
lives of the assets.

NET INCOME PER COMMON SHARE

Net income per common share is based on the weighted average number of shares
outstanding of 2,004,930, after giving retroactive effect to the 10% stock
dividends issued in March 1994 and 1995. Shareholders' rights, which have a
potentially dilutive effect, have been excluded from the weighted average
shares computation as conditions to the exercisability of such rights have not
been satisfied (see Note 6).

2. NET INVESTMENT IN SALES-TYPE LEASES

The components of the net investment in sales-type leases at December 31 are as
follows:

<TABLE>
<CAPTION>
                                                            1995                1994
                                                       ---------------------------------
 <S>                                                    <C>                 <C>
 Minimum lease payments receivable                      $3,944,355          $5,105,500
 Unearned financing income                                 684,368           1,105,462
                                                       ---------------------------------
 Net investment                                          3,259,987           4,000,038
 Current portion                                         1,005,265           1,086,679
                                                       ---------------------------------
 Noncurrent portion                                     $2,254,722          $2,913,359
                                                       =================================
</TABLE>


At December 31, 1995, minimum lease payments receivable for each of the five
subsequent years are as follows:  1996 - $1,318,000; 1997 - $1,106,000; 1998 -
$795,000; 1999 - $494,000 and 2000 - $231,000.

At December 31, 1995, the carrying value of sales-type leases approximates fair
value based on the Company's current incremental lending rates.


                                      -26-
<PAGE>   27
                           Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)
3. INVENTORIES

Inventories are comprised of the following at December 31:

<TABLE>
<CAPTION>
                                                          1995             1994
                                                  -----------------------------------
<S>                                                 <C>                  <C>
Manufacturing inventories:
   Raw materials and supplies                       $  3,304,000         $2,440,090
   Work in process                                       465,290            434,293
   Finished goods                                      2,061,184            713,027
Purchased inventory held for resale                    5,694,549          5,503,321
Materials used in contracting                            274,628            289,939
                                                  -----------------------------------
                                                    $ 11,799,651         $9,380,670
                                                  ===================================
</TABLE>


Under the LIFO method, inventories have been reduced by approximately
$1,766,000 and $1,519,000 at December 31, 1995 and 1994, respectively, from
amounts which would have been reported under the first-in, first-out method.

4. PROPERTY AND EQUIPMENT

Property and equipment is comprised of the following  at December 31:

<TABLE>
<CAPTION>
                                                        1995                1994
                                                  -----------------------------------
 <S>                                              <C>                  <C>
 Land and land improvements                       $  1,253,421         $  1,247,503
 Buildings                                           4,897,303            4,175,789
 Machinery and equipment                             9,194,219            8,597,227
 Automobiles and trucks                              4,764,544            4,539,532
 Construction in process                               392,047              162,206
                                                  -----------------------------------
                                                   $20,501,534          $18,722,257
                                                  ===================================
</TABLE>

In 1993, $112,000 of interest cost was capitalized as part of the cost of the
new tank production facility. No interest was capitalized in 1995 or 1994.


                                      -27-
<PAGE>   28
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)

5. DEBT

The Company has a $12,000,000 bank line of credit available for revolving loans
with interest payable at the bank's prime rate less 1/2% (8% at December 31,
1995 and 1994, respectively); revolving loans of $1,507,831 and $3,500,000 were
outstanding at December 31, 1995 and 1994, respectively. Under this credit
arrangement, the Company may convert, on or before April 30, 1996, up to
$2,076,500 of revolving loans to term loans, payable over thirty-six or sixty
months with interest at an annual rate equal to the yield for U. S. Treasury
obligations of similar maturity plus a specified number of basis points.
Revolving loans are unsecured; term loans are secured as described below.

The Company also has a $750,000 unused line of credit available for short-term
borrowings with interest payable at a rate to be determined.

Long-term debt outstanding at December 31 consists of the following:

<TABLE>
<CAPTION>
                                                                   1995                1994
                                                           -----------------------------------
<S>                                                          <C>                 <C>
    6.08% - 9.35% (6.08% - 8.75% in 1994), term loans due
      in varying monthly amounts with a final maturity in
      December, 2000, secured by certain sales-type
      leases and notes receivable of approximately
      $10,885,000 at December 31, 1995                       $10,884,547         $  7,214,383
                                                             
    7 3/4% mortgage note with a final maturity in
      October, 1997, secured by tank production facility
      with a net book value of $4,368,000 at December 31,
      1995                                                     3,608,732            3,770,129
                                                           -----------------------------------
                                                              14,493,279           10,984,512
Amount due within one year                                     4,703,306            3,748,685
                                                           -----------------------------------
                                                            $  9,789,973         $  7,235,827
                                                           ===================================
</TABLE>


Annual maturities of long-term debt for the five years subsequent to December
31, 1995 are as follows: 1996 - $4,703,000; 1997 - $6,821,000; 1998 -
$2,271,000; 1999 - $469,000 and 2000 - $229,000.

At December 31, 1995, the carrying value of long-term debt approximates fair
value based on the Company's current incremental borrowing rates.


                                      -28-
<PAGE>   29
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)

6. COMMON STOCK

In March 1994 and 1995 the Company issued 10% stock dividends. Income and cash
dividends per common share amounts for all years presented in the statements of
income and shareholders' equity have been adjusted to reflect these stock
dividends.

During 1993, the Company adopted a Shareholders' Rights Plan designed to ensure
that all of the Company's shareholders receive fair and equal treatment in the
event of any proposal to acquire control of the Company. Under the Rights Plan,
each right will entitle shareholders to buy one one-hundredth of a share of
common stock of the Company at an exercise price of $42.97 (as adjusted for the
10% stock dividends issued in March 1994 and 1995). The rights will be
exercisable only if a person or group acquires beneficial ownership of 20
percent or more of the Company's common stock or announces a tender or exchange
offer after which such person or group would beneficially own 30 percent or
more of the common stock without the prior approval of the Company's Board of
Directors, or if they determine that any person is an "Adverse Person." Under
certain circumstances, the rights will become exercisable for common stock or
other assets or securities of the Company or common stock of the surviving
corporation in a merger involving the Company. In such event, the rights would
entitle the holders thereof to purchase such stock at 50% of the then-current
market value of the stock.

The Board of Directors of Chemi-Trol Chemical Co., except as otherwise provided
in the Rights Plan, will generally be able to redeem the rights at one cent per
right at any time during a 10-day period following any of the events which
result in the rights becoming exercisable. During this 10-day period, the Board
may also extend the time during which it may redeem the rights. The rights are
not exercisable until the expiration of the redemption period and will expire
upon the earlier to occur of May 27, 2003 or their redemption in accordance
with provisions of the plan.

7. INCOME TAXES

Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by FASB
Statement No. 109, "Accounting for Income Taxes." The cumulative effect of
adopting Statement 109 as of January 1, 1993 was to increase net income by
$115,995.


                                      -29-
<PAGE>   30
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)


7. INCOME TAXES (CONTINUED)

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 deferred tax liabilities and assets as of December 31 are as
follows:

<TABLE>
<CAPTION>
                                                                1995              1994
                                                           ------------------------------
<S>                                                         <C>                 <C>
 Deferred tax liabilities:
    Tax over book depreciation                              $   953,000         $828,000
    Prepaid expenses                                             89,000           92,000
    Interest income on sales-type leases                         38,000           61,000
                                                           ------------------------------
 Total deferred tax liabilities                               1,080,000          981,000

 Deferred tax assets:
    Accrued insurance                                           256,000          303,000
    Inventories                                                 156,000          153,000
    Accrued compensation                                        152,000          145,000
    Allowance for doubtful accounts                             105,000          105,000
    Other                                                        71,000           55,000
                                                           ------------------------------
 Total deferred tax assets                                      740,000          761,000
                                                           ------------------------------
 Net deferred tax liabilities                               $   340,000         $220,000
                                                           ==============================

Net deferred tax liabilities are included in the balance sheets at December 31 as follows:


                                                                1995              1994
                                                           ------------------------------

 Current assets                                             $   554,000         $408,000
 Noncurrent liabilities                                         894,000          628,000
                                                           ------------------------------
 Net deferred tax liabilities                               $   340,000         $220,000
                                                           ==============================
</TABLE>


                                      -30-
<PAGE>   31
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)


7. INCOME TAXES (CONTINUED)

The effective income tax rate differs from the statutory U. S. federal income
tax rate for the following reasons and by the following percentages:

<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31
                                                    1995         1994        1993
                                                   --------------------------------
<S>                                                 <C>          <C>         <C>
Statutory U. S. federal income tax rate             34.0%        34.0%       34.0%
Increase in taxes resulting from:
  State and local income taxes, net of 
    federal tax effect                               4.5          4.0         4.5
  Other                                              1.2           .4         1.0
                                                   --------------------------------
Effective income tax rate                           39.7%        38.4%       39.5%
                                                   ================================
</TABLE>

8. EMPLOYEES' RETIREMENT PLAN

The Company has a profit-sharing plan which provides retirement benefits for
full-time employees. The plan provides for Company contributions at the
discretion of the Board of Directors of an amount not to exceed that deductible
for federal income tax purposes. Costs charged to operations amounted to
$305,000 in 1995, $527,000 in 1994 and $432,000 in 1993.

9. SALE OF NOTES WITH RECOURSE

The Company has a contingent liability of approximately $3,212,000 at December
31, 1995 for customers' installment notes sold with recourse to the Chemi-Trol
Chemical Company Profit Sharing Plan. The credit risk associated with these
notes is minimal as the Company retains a security interest in the product sold
on the installment basis.

10. ENVIRONMENTAL

In 1995, the Company was named a potentially responsible party (PRP) for site
investigation and cleanup costs under the Comprehensive Environmental Response,
Compensation, and Liability Act (Superfund) or similar state laws with respect
to a certain site. The Company has notified third party insurers about this
matter. While the ultimate outcome of this matter cannot now be predicted, the
Company believes, based on the facts now known to it, that costs arising out of
this matter will not have a material adverse effect on the Company's financial
position.


                                      -31-
<PAGE>   32
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)

11. INFORMATION PERTAINING TO INDUSTRY SEGMENTS

The Company has four operating segments which are in separate industries. The
Tank division produces and sells steel pressure tanks for the storage of liquid
propane gas and anhydrous ammonia to customers in the U.S. and Canada;
operations of the Chemical division involve the sale and application of highway
pavement marking and vegetation control materials in the U.S.; the Cal-Van
Tools division purchases for resale and manufactures automotive specialty hand
tools for the U.S. and foreign automotive aftermarket; the Cory Orchard & Turf
division sells agricultural chemicals, products and equipment to U.S.
customers. Total revenues by segment include sales to unaffiliated customers,
as reported in the Company's income statement, and intersegment sales, which
are on substantially the same terms as sales to unaffiliated customers.
Operating profit (total revenues less operating expenses) excludes general
corporate expenses, corporate interest income and expense, corporate other
income and income taxes. Corporate assets include cash investments and the
administrative offices.

The following summarizes the Company's operations and identifiable assets:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31
                                                   1995               1994               1993
                                            -----------------------------------------------------
<S>                                           <C>                 <C>                <C>
Revenues:
   Tank                                       $34,599,551         $33,185,903        $27,193,050
   Cal-Van Tools                               15,903,979          14,263,708         12,661,303
   Chemical                                    14,452,831          14,720,536         15,778,823
   Cory Orchard & Turf                          6,715,684           6,268,846          7,034,033
   Corporate interest                              24,707              35,806             38,504
   Eliminations - inter-segment                  (648,276)           (650,827)          (605,908)
                                            -----------------------------------------------------
Total revenues                                $71,048,476         $67,823,972        $62,099,805
                                            =====================================================
</TABLE>


                                      -32-
<PAGE>   33
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)


11. INFORMATION PERTAINING TO INDUSTRY SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31
                                                   1995              1994               1993
                                            -----------------------------------------------------
<S>                                         <C>                 <C>                <C>
Operating profit:
  Tank                                       $  3,534,397        $  3,417,575       $  2,332,555
  Cal-Van Tools                                   384,359             779,825             51,725
  Chemical                                        574,587             517,557            659,163
  Cory Orchard & Turf                             222,345              16,944            187,742
                                            -----------------------------------------------------
Total operating profit                          4,715,688           4,731,901          3,231,185

General corporate expenses                     (1,540,862)         (1,629,166)        (1,658,219)
Corporate interest expense                       (752,828)           (523,822)          (320,734)
Corporate interest income                          24,707              35,806             38,504
                                            -----------------------------------------------------
Income before income taxes and 
  cumulative effect of change in 
  accounting method                          $  2,446,705        $  2,614,719       $  1,290,736
                                            =====================================================
Identifiable assets:
  Tank                                       $ 28,449,834        $ 26,928,426       $ 24,603,082
  Cal-Van Tools                                11,676,495           9,304,139          7,651,162
  Chemical                                      3,346,820           3,927,242          3,593,346
  Cory Orchard & Turf                           3,324,853           3,240,630          2,947,022
  Corporate assets                              1,794,537           2,516,923          2,392,195
                                            -----------------------------------------------------
Total assets                                 $ 48,592,539        $ 45,917,360       $ 41,186,807
                                            =====================================================
Depreciation:
  Tank                                       $    565,766        $    542,420       $    377,104
  Cal-Van Tools                                   222,842             191,297            175,052
  Chemical                                        296,107             304,731            318,048
  Cory Orchard & Turf                              93,455              91,050             88,037
  Corporate assets                                 60,267              55,302             49,492
                                            -----------------------------------------------------
Total depreciation                           $  1,238,437        $  1,184,800       $  1,007,733
                                            =====================================================
</TABLE>


                                      -33-
<PAGE>   34
                            Chemi-Trol Chemical Co.

                   Notes to Financial Statements (continued)


11. INFORMATION PERTAINING TO INDUSTRY SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31


                                                 1995              1994               1993
                                          -----------------------------------------------------
<S>                                         <C>                 <C>                <C>
Capital expenditures:
  Tank                                     $    596,230        $    383,928       $  3,757,910
  Cal-Van Tools                               1,034,017             404,376            129,917
  Chemical                                      404,624             336,732            428,311
  Cory Orchard & Turf                           115,349              95,357             77,380
  Corporate assets                               21,042              78,284             18,132
                                          -----------------------------------------------------
Total capital expenditures                 $  2,171,262        $  1,298,677       $  4,411,650
                                          =====================================================
</TABLE>


                                      -34-
<PAGE>   35

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

         The following information  as of  March 1, 1996  is furnished with
respect  to each  director,  each  executive  officer  and certain significant
employees:
                                                               
<TABLE>
<CAPTION>
                                                            Director
                               Offices and Positions      Continuously   Current term
       Name            Age     Held with the Company         Since       through July
       ----            ---     ---------------------      ------------   ------------
<S>                    <C>     <C>                           <C>            <C>
Arthur F. Doust        72      Director, Chairman of         1952           1996
                               the Board and Chief
                               Executive Officer

Robert W. Woolf        53      Director and President        1987           1997

John P. Simcox         46      Director, Vice President      1990           1998
                               and General Manager - Tank
                               Division

Kevin D. Lauck         45      Director, Secretary and       1990           1996
                               Controller

Robert F. Veh          66      Director                      1975           1998      
                                                                                 
W. Burton Lloyd        57      Director                      1986           1996      
                                                                                 
Robert H. Moyer        67      Director                      1992           1997      
                                                                                 
Fred J. Roynon         63      Director                      1993           1998      
                                                                                 
Richard J. Dudley      65      Director                      1993           1997      
                                                                                 
                                                                                 
Gerald J. Porczak      61      Treasurer, General Manager     --             --       
                               Lease and Finance                                  
                               Division                                         
                                                                                 
James C. Herl          49      General Manager, Chemical      --             --       
                               Group                                            
                                                                                 
James R. LaBenne       50      General Manager - Cal-Van                          
                               Tools Division                 --             --

Jon M. Cravens         43      General Manager - Cory
                               Orchard & Turf Division        --             --
</TABLE>
                                      -35-
<PAGE>   36
       Arthur F. Doust joined the Company in 1952. He has served as
Chairman of the Board (1985 to date), Chief Executive Officer (1987 to date),
President (1969 to 1988) and as First Vice President and General Manager (1952
to 1969) of the Company.

       Robert W. Woolf joined the Company in 1972. He has served as
Assistant Controller (1972 to 1977), Executive Administrator and Assistant
Secretary (1977 to 1985), Vice President (1985 to 1988) and as President (1988
to date) of the Company.

       John P. Simcox joined the Company in 1972. He has served as Vice
President (1991 to date) and General Manager of the Tank Division (1990 to
date), Director of Sales for the Company (1987 to 1989), Sales Manager for
Chemical Group and Assistant Sales Manager for Tank Division (1977 to 1987),
and as a salesman for the Chemical Group and Tank Division in both Indiana and
Ohio (1972 to 1977).

       Kevin D. Lauck joined the Company in 1977. He has served as
Secretary and Controller (1988 to date), Assistant Secretary and Assistant
Controller (1985 to 1987) and Assistant Controller (1977 to 1985).

       Robert F. Veh is the retired President of Veh & Son, Inc., a
corporation located in Gibsonburg, Ohio, which operated a retail furniture
store and funeral home. He retired in 1989. He is a Director of Fifth Third
Bank of Northwest Ohio National Association.

       W. Burton Lloyd has been the President for more than the past five
years of Advanced Insulation Concepts, Inc. formerly American Isowall
Corporation, located in Florence, Kentucky, which manufactures various
insulated panels for use in the construction of cold storage units.

       Robert H. Moyer is the President of The Mosser Group, located in
Fremont, Ohio, a holding company of: Mosser Construction, Inc. of which he is
Chairman; Contractors Equipment, Inc.; WMOG Investment, Inc.; and Telamon
Construction, Inc.  Mosser Construction, a commercial construction and
contracting company, is located in Fremont, Ohio. He is also a Director of
Croghan Bancshares, Inc., the publicly owned holding company of Croghan
Colonial Bank.

       Fred J. Roynon is a retired bank executive with twenty-four years
experience in community bank management, including Chairman, President and
CEO of Society Bank Northwest Ohio (1980-1985).

       Richard J. Dudley retired as Chairman of the Board, President and CEO of
S.E. Hyman Co., a manufacturing company located in Fremont, Ohio, and served as
Assistant to the President of Terra Technical College, Fremont, Ohio
(1987-1990).

       Gerald J. Porczak joined the Company in 1966. He has served as
Treasurer (1993 to date), General Manager of the Lease and Finance Division
(1978 to date) and as Corporate Credit Manager (1966 to date).


                                      -36-
<PAGE>   37
       James C. Herl joined the Company in 1974. He has served as Engineer in
the Chemical Group, with primary responsibility in the Pavement Marking
Division. (1974-1994) and as General Manager of the Chemical Group (1995 to
date).

       James R. LaBenne joined the Company in 1970. He has served as salesman
covering one half the State of Michigan for the Chemical Group and Tank
Division (1970 to 1987), Assistant General Manager for the Cal-Van Tools
Division (1987 to 1988), and as General Manager - Cal-Van Tools Division (1988
to date).

       Jon M. Cravens joined the Company in 1975. He has served as salesman in
the State of Indiana for the Chemical Group and the Tank Division (1975 to
1988). Mr. Cravens has also been Assistant General Manager of the Cory Orchard
& Turf Division (1985 to 1988), and General Manager of the Cory Orchard & Turf
Division (1988 to date).

       Messrs. Doust, Woolf, and Veh are members of the Executive Committee of
the Company. Messrs. Doust, Veh and Lloyd are members of the Governance
Committee. Messrs. Doust, Veh, Lloyd and Woolf are members of the
Compensation Committee and the Audit Committee is comprised of the following
independent directors, Messrs. Moyer, Roynon and Dudley.

       The Company has no standing nominating committee or committee
performing similar tasks.

       The Company believes that all Directors and Officers have timely
filed all reports required by Section 16(a) of the Act.

       Directors of the Company are elected at the Company's annual meeting of
shareholders for a term of three years and until their successors are elected
and qualified. The executive officers of the Company are elected by and serve
at the pleasure of the Board of Directors of the Company.


                                      -37-
<PAGE>   38
ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

Summary Information
-------------------

       The following table summarizes the total compensation for each of the
last three years of (i) the Company's Chief Executive Officer and (ii) any
of its other four most highly compensated executive officers who received
salary and bonus in 1995 in excess of $100,000.


<TABLE>
<CAPTION>
                          Summary Compensation Table

                                   Annual Compensation                
                          ------------------------------------

Name and                                            Other          All Other
Principal                                           Annual         Compen-
Position         Year     Salary $     Bonus $   Compensation      sation $ 
-------------------------------------------------------------- - -----------
<S>              <C>     <C>           <C>          <C>            <C>
Arthur F. Doust  1995     53,225       17,000       3,000(a)       2,177(b)
Chairman and     1994     40,379       24,000       3,000(a)       3,863(b)
CEO              1993     40,225       12,000       3,000(a)       2,611(b)


Robert W. Woolf  1995    102,086       18,125       3,000(a)       3,726(b)
President and    1994     87,899       25,500       3,000(a)       6,804(b)
COO              1993     83,573       15,000       3,000(a)       4,929(b)
<FN>

(a) Director Fees paid for service on Board of Directors.
(b) Company's profit sharing plan account contribution.
</TABLE>

       During the year ended December 31, 1995, each Director of the Company
was compensated for services as a Director by the total payment of $3000 for
the four regularly scheduled meetings. Outside or independent Directors are
compensated $300 for attending special meetings that are scheduled on days
other than the regular quarterly meetings.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

       The Compensation Committee consists of Arthur F. Doust and Robert W.
Woolf, each of whom is an executive officer of the Company, and Robert F. Veh
and W. Burton Lloyd, independent directors.

Compensation Committee Report on Executive Compensation
-------------------------------------------------------

       This report sets forth the compensation policies of the Compensation
Committee applicable to the Company's executive officers and the relationship
of corporate performance to executive compensation.

       The Company's compensation package for its executive officers
consists of base salary, annual performance-based bonus and participation in
the Company's Profit Sharing Plan. These particular elements are further
explained below.


                                      -38-
<PAGE>   39
       Base salaries are determined primarily on the basis of salaries being
paid in the competitive marketplace, Company-wide performance and each
executive officer's responsibilities, individual performance, knowledge,
ability, time in position and prior experience. Salaries are adjusted annually
as determined by individual performance, the competitive marketplace,
Company-wide performance and changes in the cost of living. In general, base
salaries are set at levels believed by the Committee to be sufficient to
attract and retain qualified individuals when considered with the other
components of the Company's compensation structure.

       Annual performance-based bonuses are determined at year end by the
Committee for each executive officer, with the amount for each depending upon
individual accomplishments and the overall performance of the Company, as
weighted and applied on an individual basis by the Compensation Committee.
Performance bonuses for executive officers have historically not exceeded 30%
of base compensation.

       The Company's Profit Sharing Plan is qualified under Section 401(a) of
the Internal Revenue Code and is for the benefit of all employees who
complete a specified number of hours of service to the Company each Plan year
and are employees through year-end. The Board of Directors of the Company
determines the amount to be contributed from income to the Plan for each year
based upon Company performance, historical contribution levels and other
factors deemed appropriate by the Board. Company contributions to the Plan are
allocated to the accounts of eligible employees pro rata according to each
employee's annual compensation, without any variance of such formula for
executive officers. Retirement, disability or death benefits under the Plan
commence on the earlier of retirement, disability or death of an eligible
employee, based upon the employee's Plan account balance. Upon termination of
employment for reasons other than retirement, disability or death, rights of
eligible employees depend upon their number of years of service to the Company.
All executive officers of the Company are currently participating in the Profit
Sharing Plan.

       The foregoing report has been furnished by Arthur F. Doust, W. Burton
Lloyd, Robert F. Veh, and Robert W. Woolf, members of the compensation
committee of the Board of Directors.

                                      -39-
<PAGE>   40
Stock Performance Graph
-----------------------

       Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock
against the cumulative total return of the S & P 500 Stock Index and the
Diversified Mfg. Group for the period commencing September 30, 1990, when the
Company was first listed on NASDAQ, and ending December 31, 1995.

        Assumes that the value of the investment in Chemi-Trol Chemical Common
Stock and each index was $100 on September 30, 1990, and that all dividends were
reinvested monthly.

<TABLE>
<CAPTION>

Source:  S&P Compustat            Base Year = 100:    12/31/90
Company Name             Dec.-90 Dec.-91 Dec.-92 Dec.-93 Dec.-94 Dec.-95
                         -------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>
Chemi-Trol Chemical Co.   100.00  103.38  132.39  151.27  156.41  185.73
S&P 500 COMP-LTD          100.00  130.34  140.25  154.32  156.42  214.99
Manufacturing (Div.INDLS) 100.00  122.56  132.82  161.22  166.91  234.96

</TABLE>


                                      -40-
<PAGE>   41
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------
                (a)  Security Ownership of Certain Beneficial Owners

                Set forth below is certain information concerning persons 
who are known by the Company to own beneficially more than 5% of any class
of the Company's voting shares on December 31, 1995.

<TABLE>
<CAPTION>
                                                   Amount and
                                                   Nature of
Title of             Name and Address              Beneficial      Percent
Class               of Beneficial Owner            Ownership (1)  of class o
--------            --------------------          ------------------------ 
<S>                 <C>                             <C>            <C>
Common Shares       Trilon Dominion Partners,       336,351(2)     16.78%
                     L.L.C.
                    F/K/A Venture Capital,
                     Equities,  L.L.C.
                    250 Park Avenue, Suite 2020
                    New York, NY  10017

Common Shares       Arthur F. Doust                 252,440(3)     12.59%
                    2690 C.R. 69
                    Gibsonburg, OH    43431

Common Shares       U.S. Bancorp                    150,000(4)      7.48%
                    P.O. Box 1476
                    Baltimore, MD     21203

Common Shares       David Meredith Hudson,          100,346(5)      5.00%
                     President
                    Hudson Capital Management
                    239 NW 13th Ave., Ste. 207
                    Portland, OR  97209
<FN>

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

(1)    All shares are held of record with sole voting and investment power
       unless otherwise indicated.

(2)    Based upon most recent Schedule Form 4 filing. VC Holdings, Inc., the
       sole manager and the holder of 100% of the voting interests of Trilon
       Dominion Partners, L.L.C. ("the L.L.C."), is the indirect beneficial
       owner of the 336,351 shares of common stock of the issuer owned by
       L.L.C.  Ronald W. Cantwell ("Mr. Cantwell") is the holder of 100% of the
       capital stock of VC Holdings, Inc., which is the sole manager and the
       holder of 100% of the voting interests of L.L.C. Consequently, Mr.
       Cantwell is the indirect beneficial owner of the 336,351 shares of
       common stock of the issuer owned by the L.L.C.  Dominion Capital, Inc.
       holds a 50% non-voting preferred interest in the L.L.C.  Dominion
       Capital, Inc. has disclaimed beneficial ownership of these securities.

(3)    Includes (a) 157,014 shares held in trust by Arthur F. Doust and
       Anna K. Doust, Co-Trustees, of which 78,507 shares are held for their
       own benefit; (b) 44,765 shares owned by Anna K. Doust, wife of
       Arthur F. Doust; and and (c) 12,743 shares owned by-the children of
       Arthur F. Doust.
</TABLE>

                                      -41-
<PAGE>   42
(4)    Based upon most recent Schedule 13(g) filing.  Qualivest Capital
       Management, Inc., 111 S.W. Fifth Avenue, Portland, Oregon  97204, an
       investment adviser registered under Section 203 of the Investment
       Advisers Act of 1940 and a wholly-owned subsidiary of United States
       National Bank of Oregon, which is a wholly-owned subsidiary of U.S.
       Bancorp (the "Bank"), is the beneficial owner of 97,000 shares, or 4.8%
       of the common stock outstanding of Chemi-Trol Chemical Co. (the
       "Company") as a result of acting as investment adviser to The Qualivest
       Funds, an investment company registered under Section 8 of the
       Investment Company Act of 1940.  53,000 shares, or 2.6% of the common
       stock outstanding of the Company, are held by the Trust Group of the
       Bank, a national bank as defined in Section 3(a)(6) of the Securities
       Exchange Act of 1934.

(5)    Includes (a) 15,890 shares held by Hudson Capital Management, Inc.,
       Registered Investment Advisor, whose President David Meredith Hudson
       has sole voting power over these shares; (b) 80,826 shares held by
       Hudson Capital Management, Inc., General Partner for Portland Partners,
       an Oregon Limited Partnership, whose President David Meredith Hudson has
       sole voting power over these shares; (c) 1,452 shares held as joint
       tenants with rights of survivorship by David Meredith and Roseanna
       Hudson; and 2,178 shares held by David Meredith Hudson.

                 (b)  Security Ownership of Management
                      --------------------------------

                 The  following table  sets  forth information  as  to the 
beneficial ownership of the  Common Shares  of the Company,  as of December 31,
1995, by each Director of the Company  and by all directors and officers of 
the Company as a group:
<TABLE>
<CAPTION>
                                                  Amount and
                                                  Nature of
                                                  Beneficial
Beneficial Owner        Title of Class            Ownership(1)      Percent
----------------        --------------            ------------      -------
<S>                      <C>                       <C>               <C>
Arthur F. Doust          Common Shares             252,440(2)        12.59%

Robert W. Woolf          Common Shares               3,893             .19%

John P. Simcox           Common Shares               1,500             .07%

Kevin D. Lauck           Common Shares               2,752             .14%

Robert F. Veh            Common Shares              20,305(3)         1.01%

W. Burton Lloyd          Common Shares              61,463(4)         3.07%

Robert H. Moyer          Common Shares               2,452             .12%

Fred J. Roynon           Common Shares                 500             .02%

Richard J. Dudley        Common Shares                 242             .01%

All directors and        Common Shares             353,309           17.62%
officers as a group
(13 persons)
</TABLE>

                                      -42-
<PAGE>   43
(1)    All shares are held of record with sole voting and investment power 
       unless otherwise indicated.

(2)    Includes (a) 157,014 shares held in trust by  Arthur F.  Doust and Anna
       K. Doust, Co-Trustees, of which 78,507 shares are held for their own
       benefit; (b) 44,765 shares owned by Anna K. Doust, wife of Arthur F.
       Doust; and (c) 12,743 shares owned by the children of Arthur F. Doust.

(3)    Includes (a) 1,016 shares owned by Wanda Veh, wife of Robert F.  Veh.

(4)    Includes (a) 58,269 shares owned by Roselyn Lloyd, wife of W.  Burton
       Lloyd.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------
          No disclosure required.

                                    PART IV

ITEM 14.  EXHIBITS,  FINANCIAL STATEMENT SCHEDULES,  AND  REPORTS ON FORM 8-K
          --------------------------------------------------------------------

          (a) 1. and 2.  Financial Statements and Financial Statement Schedule
                         -----------------------------------------------------

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                 <C>
Balance sheets at December 31, 1995 and 1994                        20 & 21

Statements of income for each of the three
years in the period ended December 31, 1995                         22

Statements and shareholders' equity for each
of the three years in the period ended
December 31, 1995                                                   23

Statements of cash flows for each of the three
years in the period ended December 31, 1995                         24

Notes to financial statements                                       25

Schedule for each of the three years in the period                  47
ended December 31, 1995:
</TABLE>

          VIII - Reserves

All other schedules are omitted since the  required information is not present
or is not present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements and
notes thereto.




                                      -43-
<PAGE>   44
(a)  3.  Exhibits

<TABLE>
<CAPTION>
     Exhibit
      Number       Description of Document
     -------       -----------------------
       <S>         <C>
       3.1         Amended Articles of Incorporation of the Registrant
                   (Incorporated herein by reference to Exhibit 3.1 to
                   Form 10-K annual report for year ended December 31, 1993).

       3.2         Amended and Restated Code of Regulations of the
                   Registrant.  (Incorporated herein by reference to
                   Exhibit 3.2 to Form 10-K annual report for year
                   ended December 31, 1993).

       4.1         Articles Fourth and Fifth of the Amended Articles
                   of Incorporation of the Registrant (Incorporated
                   herein by reference to Exhibit 3.1 to Form 10-K
                   annual report for year ended December 31, 1993).

       4.2         Articles II, III, VIII and XIII of the Amended and
                   Restated Code of Regulations of the Registrant
                   (Incorporated herein by reference to Exhibit 3.2 to
                   Form 10-K annual report for year ended December 31, 1993).

       4.3         Specimen Common Share Certificate (Incorporated
                   herein by reference to Exhibit 4(d) to Form S-1
                   Registration Statement No. 2-59959 of the
                   Registrant filed on September 27, 1977 (the
                   "Registration Statement")).

       4.4         Shareholder rights plan of the Registrant dated
                   May 27, 1993 (Incorporated herein by reference to
                   Exhibit 5(a) to Form 8-K Current Report of the
                   Registrant dated May 27, 1993).

       4.5         Credit Agreement between the Registrant and Fifth
                   Third Bank authorizing borrowing by the Registrant
                   of up to $12,000,000 (Incorporated herein by
                   reference to Exhibit 4.5 to Form 10-K annual report
                   for year ended December 31, 1994.)

       4.6         Amendment to credit agreement between the Registrant
                   and Fifth Third Bank dated as of April 1, 1994 (see
                   Exhibit 4.5 above) extending and amending the terms
                   of the credit agreement.

       4.7         Second amendment to credit agreement between the
                   Registrant and Fifth Third Bank dated as of April 1,
                   1994 (see Exhibit 4.5 above) amending the terms of
                   the credit agreement.
</TABLE>





                                      -44-
<PAGE>   45
<TABLE>
<CAPTION>
Exhibit
 Number          Description of Document
-------          -----------------------
 <S>             <C>
                 No other instruments defining the rights of holders
                 of long-term debt of the Registrant have been
                 included as an exhibit because the total amount of
                 indebtedness authorized by any such instrument does
                 not exceed 10% of the total assets of the Registrant.
                 The Registrant hereby agrees to furnish supplementally
                 a copy of any omitted long-term debt instrument to
                 the Commission upon request.

 10.1            Agreement between the Registrant and Sumitomo Shoji
                 America, Inc. dated September 14, 1976 granting
                 Sumitomo a right of first refusal to supply steel
                 plate to the Tank Division (Incorporated herein by
                 reference to Exhibit 13(b) (2) to the Registration
                 Statement).

 10.2            Lease between the Registrant and the Toledo Trust
                 Company (now Society National Bank) dated December 9,
                 1980 and a representative schedule of leased equip-
                 ment dated December 29, 1980 (Incorporated herein by
                 reference to Exhibit 10 (i) to the Registrant's Form
                 10-K Annual Report for the year ended December 31, 1980).

 10.3            Equipment Lease Agreement between the Registrant and
                 Society National Bank of Northwest Ohio (now Society
                 National Bank) dated September 23, 1983 and a Repre-
                 sentative schedule of leased equipment dated
                 December 29, 1983 (Incorporated herein by reference
                 to Exhibit 10(m) to Registrant's Form 10-K Annual
                 Report for the year ended December 31, 1983).

 10.4            Contract between the Registrant and Mosser Construc-
                 tion, Inc. for construction of tank facility (Incorporated
                 herein by reference to exhibit 11(a) to
                 Registrant's Form 10-K Annual Report for the year
                 ended December 31, 1992).

 10.5            Agreement between the Registrant and General Fabri-
                 cations Corporation for construction and installation
                 of painting system at new tank facility (Incorporated
                 herein by reference to Exhibit 11(b) to Registrant's
                 Form 10-K Annual Report for the year ended
                 December 31, 1992).

 10.6            Collective Bargaining Agreement between the Registrant
                 and the United Steelworkers of America, AFL-CIO-CLC,
                 Local Union No. 1915, dated May 1, 1993 (Incorporated
                 herein by reference to Exhibit 10.6 to Form 10-K Annual
                 Report for year ended December 31, 1993).

 10.7            Agreement between the Registrant and Laborers Inter-
                 National Union, Local No. 480, effective March 1, 1996.
</TABLE>


                                      -45-
<PAGE>   46
<TABLE>
<CAPTION>
 Exhibit
  Number        Description of Document
 -------        -----------------------
 <S>            <C>
 22             Subsidiaries of the Registrant (No Exhibit is
                included because the Registrant has no subsidiaries).

 27             Financial Data Schedule
</TABLE>


          (b)  Reports on Form 8-K
               -------------------
          None.





                                      -46-
<PAGE>   47


                            CHEMI-TROL CHEMICAL CO.

                            SCHEDULE VIII - RESERVES


                 Years ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
                                       Additions                    Balance
                         Balance at    charged to      Deductions   at end
                         Beginning     costs and       from         of
Description              of period     expenses        Reserves     period
-----------              ----------    ----------      ----------   -----
<S>                      <C>            <C>           <C>           <C>
Year ended December 31,
1995:
 Allowance for doubtful
 accounts                $310,000       $95,848       $95,848(a)    $310,000

Year ended December 31,
1994:
 Allowance for doubtful
 accounts                 310,000        44,389        44,389(a)     310,000

Year ended December 31,
1993:
 Allowance for doubtful
 accounts                 350,000        36,131        76,131(a)     310,000
<FN>

(a) Doubtful accounts written off.

</TABLE>





                                      -47-
<PAGE>   48


                                   SIGNATURE
                                   ---------

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


                                        CHEMI-TROL CHEMICAL CO.
                                        Registrant

                                        /S/ Arthur F.  Doust
                                        -----------------------------------
                                   By:  Arthur F. Doust, Chairman of
                                        the Board, Chief Executive
                                        Officer (Principal Executive
                                        Officer)




                                        /S/ Robert W. Woolf
                                        -----------------------------------
                                   By:  Robert W. Woolf, President
                                        (Chief Operating Officer)




                                        /S/ Kevin D. Lauck
                                        -----------------------------------
                                   By:  Kevin D. Lauck, Secretary and
                                        Controller (Principal Accounting
                                        Officer and Principal Financial
                                        Officer)


Gibsonburg, Ohio
March 22, 1996





                                      -48-
<PAGE>   49
       Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
<S>                                   <C>
/S/ ARTHUR F. DOUST                    /S/ ROBERT W.  WOOLF           
---------------------------------     ---------------------------------
Arthur F. Doust, March 22, 1996        Robert W. Woolf, March 22, 1996
(Director and Principal Executive      (Director and President)
Officer)



/S/ RICHARD J. DUDLEY                  /S/ JOHN P. SIMCOX             
---------------------------------     ---------------------------------
Richard J. Dudley, March 22, 1996      John P. Simcox, March 22, 1996
(Director)                             (Director and Vice President)




/S/ ROBERT H. MOYER                    /S/ ROBERT F. VEH              
---------------------------------     ---------------------------------
Robert H. Moyer,   March 22, 1996      Robert F. Veh,   March 22, 1996
(Director)                             (Director)




/S/ FRED J. ROYNON                    /S/ W. BURTON LLOYD             
---------------------------------     ---------------------------------
Fred J. Roynon,    March 27, 1996     W. Burton Lloyd,  March 27, 1996
(Director)                            (Director)



/S/ KEVIN D. LAUCK                    /S/ GERALD J. PORCZAK            
---------------------------------     ---------------------------------
Kevin D. Lauck,    March 27, 1995     Gerald J. Porczak, March 27, 1995
(Director and Secretary)              (Treasurer)
</TABLE>


       SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT

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

       No Annual Report covering the Registrant's last fiscal year or proxy
soliciting material for any meeting of security  holders  since the 1995 Annual
Meeting has been sent  to the Registrant's security holders. Such  report and
proxy material for the Registrant's  1996 Annual Meeting will be furnished  to
security holders subsequent to the filing of this Annual Report.





                                      -49-
<PAGE>   50
                            FORM 10-K EXHIBIT INDEX
                            -----------------------

<TABLE>
<CAPTION>
 Exhibit                                                              Page
 Number   Description of Document                                   Number
--------  -----------------------                                   ------
<S>       <C>                                                         <C>
3.1       Amended Articles of Incorporation of the Registrant         ---
          (Incorporated herein by reference to Exhibit 3.1 to
          Form 10-K annual report for year ended December 31, 1993).

3.2       Amended and Restated Code of Regulations of the             ---
          Registrant.  (Incorporated herein by reference to
          Exhibit 3.2 to Form 10-K annual report for year ended
          December 31, 1993).

4.1       Articles Fourth and Fifth of the Amended Articles           ---
          of Incorporation of the Registrant (Incorporated
          herein by reference to Exhibit 3.1 to Form 10-K
          annual report for year ended December 31, 1993).

4.2       Articles II, III, VIII and XIII of the Amended and          ---
          Restated Code of Regulations of the Registrant
          (Incorporated herein by reference to Exhibit 3.2 to
          Form 10-K annual report for year ended December 31,
          1993).

4.3       Specimen Common Share Certificate (Incorporated             ---
          herein by reference to Exhibit 4(d) to Form S-1
          Registration Statement No. 2-59959 of the
          Registrant filed on September 27, 1977 (the
          "Registration Statement")).

4.4       Shareholder rights plan of the Registrant dated             ---
          May 27, 1993 (Incorporated herein by reference to
          Exhibit 5(a) to Form 8-K Current Report of the
          Registrant dated May 27, 1993).

4.5       Credit Agreement between the Registrant and Fifth           ---
          Third Bank authorizing borrowing by the Registrant
          of up to $12,000,000 (Incorporated herein by
          reference to Exhibit 4.5 to Form 10-K annual report
          for year ended December 31, 1994).

4.6       Amendment to credit agreement between the Registrant        53
          and Fifth Third Bank dated as of April 1, 1994 (See
          Exhibit 4.5 above) extending and amending the terms of
          the credit agreement.

4.7       Second amendment to credit agreement between the            55
          Registrant and Fifth Third Bank dated as of April 1,
          1994 (See Exhibit 4.5 above) amending the terms of the
          agreement.
</TABLE>





                                      -50-
<PAGE>   51
<TABLE>
<CAPTION>
Exhibit                                                                Page
 Number   Description of Document                                     Number
-------   -----------------------                                     ------
<S>       <C>                                                           <C>
          No other instruments defining the rights of holders
          of long-term debt of the Registrant have been
          included as an exhibit because the total amount of
          indebtedness authorized by any such instrument does
          not exceed 10% of the total assets of the Registrant.
          The Registrant hereby agrees to furnish supplementally
          a copy of any omitted long-term debt instrument to
          the Commission upon request.

10.1      Agreement between the Registrant and Sumitomo Shoji           ---
          America, Inc. dated September 14, 1976 granting
          Sumitomo a right of first refusal to supply steel
          plate to the Tank Division (Incorporated herein by
          reference to Exhibit 13(b) (2) to the Registration
          Statement).

10.2      Lease between the Registrant and the Toledo Trust             ---
          Company (now Society National Bank) dated December 9,
          1980 and a representative schedule of leased equip-
          ment dated December 29, 1980 (Incorporated herein by
          reference to Exhibit 10 (i) to the Registrant's Form
          10-K Annual Report for the year ended December 31, 1980).

10.3      Equipment Lease Agreement between the Registrant and          ---
          Society National Bank of Northwest Ohio (now Society
          National Bank) dated September 23, 1983 and a Repre-
          sentative schedule of leased equipment dated
          December 29, 1983 (Incorporated herein by reference
          to Exhibit 10(m) to Registrant's Form 10-K Annual
          Report for the year ended December 31, 1983).

10.4      Contract between the Registrant and Mosser Construc-          ---
          tion, Inc.  for construction of tank facility (Incorporated
          herein by reference to exhibit 11(a) to Registrant's Form 
          10-K Annual Report for the year ended December 31, 1992).

10.5      Agreement between the Registrant and General Fabri-           ---
          cations Corporation for construction and installation
          of painting system at new tank facility (Incorporated
          herein by reference to Exhibit 11(b) to Registrant's
          Form 10-K Annual Report for the year ended
          December 31, 1992).

10.6      Collective Bargaining Agreement between the Registrant        ---
          and the United Steelworkers of America, AFL-CIO-CLC,
          Local Union No. 1915, dated May 1, 1993 (Incorporated
          herein by reference to Exhibit 10.6 to Form 10-K Annual
          Report for year ended December 31, 1993).

10.7      Agreement between the Registrant and Laborers Inter-           57
          National Union, Local No. 480, effective March 1, 1996.

</TABLE>

                                      -51-
<PAGE>   52
<TABLE>
<CAPTION>
Exhibit                                                                 Page  
 Number   Description of Document                                      Number
-------   -----------------------                                      ------
<S>       <C>                                                           <C>
22        Subsidiaries of the Registrant (No Exhibit is                 ---
          included because the Registrant has no subsidiaries).

27        Financial Data Schedule

</TABLE>


                                     -52-