S-4/A

As filed with the Securities and Exchange Commission on October 8, 2003

Registration No. 333-108365

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT No. 1

TO

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

FastenTech, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3452	52-2225101
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

8500 Normandale Lake Boulevard, Suite 1230

Minneapolis, MN 55437

(952) 921-2090

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Registrants Below

Ronald B. Kalich

President, Assistant Secretary and Director

FastenTech, Inc.

8500 Normandale Lake Boulevard, Suite 1230

Minneapolis, MN 55437

(952) 921-2090

(Name, address including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

John D. LaRocca, Esq.

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

(215) 994-4000

Approximate date of commencement of proposed sale of the securities to the public:   As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name	State of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification No.
Integrated Energy Technologies, Inc. 225 West Morgan Avenue Evansville, IN 47710 (812) 421-7810	Delaware	3511	03-0506837
FabriSteel Products Incorporated 22100 Trolley Industrial Drive Taylor, MI 48180 (313) 299-8500	Michigan	3452	38-1452434
Nelson Stud Welding, Inc. 7900 West Ridge Road Elyria, OH 44035 (440) 329-0400	Delaware	3453	52-2213124
Nelson Stud Welding International, Inc. 7900 West Ridge Road Elyria, OH 44035 (440) 329-0400	Delaware	3453	52-2223848
Profile Steel and Wire, Incorporated 26700 Wixom Road Novi, MI 48374 (313) 299-7880	Delaware	3316	38-1712045
Progressive Stamping Co. (DE), Inc. 2807 Samoset Road Royal Oak, MI 48073 (313) 299-7100	Delaware	3465	51-0398876
Specialty Bar Products Company 200 Martha Street Blairsville, PA 15717 (724) 459-7500	Pennsylvania	3499	25-1696002
The Ferry Cap & Set Screw Company 2151 Scranton Road Cleveland, OH 44113 (216) 771-2533	Ohio	3452	34-0217880

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 8, 2003

PROSPECTUS

FastenTech, Inc.

OFFER TO EXCHANGE

$145,000,000 Principal Amount of 11½% Senior Subordinated Notes Due 2011 for $145,000,000 Principal Amount of outstanding

11½% Senior Subordinated Notes Due 2011

of

FASTENTECH, INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME ON                     , 2003, UNLESS EXTENDED.

Terms of the exchange offer:

– We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

– You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

– We believe that the exchange of old notes will not be a taxable event for U.S. federal income tax purposes, but you should see “Certain United States Federal Income Tax Considerations” on page 105 for more information.

– We will not receive any proceeds from the exchange offer.

– The terms of the new notes are substantially identical to the old notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the old notes do not apply to the new notes.

Each of our U.S. subsidiaries as of the date of the issuance of the new notes will unconditionally guarantee the new notes. Future U.S. subsidiaries that also guarantee our senior credit facility will also be required to guarantee the new notes.

The new notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior debt, including indebtedness under our revolving credit facility, rank equally with all of our existing and future senior subordinated debt and rank senior to all of our existing and future subordinated debt. The new notes will be effectively subordinated to all existing and future liabilities, including trade payables, of our foreign subsidiaries, which will not guarantee the new notes.

The guarantees by our U.S. subsidiaries will be subordinated to existing and future senior debt of such U.S. subsidiaries, including each U.S. subsidiary’s guarantee of indebtedness under our revolving credit facility.

As of September 30, 2003, there was $8.0 million of senior debt outstanding to which the notes and the subsidiary guarantees were subordinated, excluding $31.9 million of senior indebtedness that was available for borrowing under our revolving credit facility and an issued letter of credit in the amount of $0.1 million.

See “ Risk Factors” beginning on page 11 for a discussion of risks that should be considered by holders prior to tendering their old notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
SUMMARY HISTORICAL FINANCIAL INFORMATION	9
RATIO OF EARNINGS TO FIXED CHARGES	10
RISK FACTORS	11
FORWARD-LOOKING STATEMENTS	19
USE OF PROCEEDS	20
CAPITALIZATION	21
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA	22
SELECTED CONSOLIDATED FINANCIAL DATA	25
THE EXCHANGE OFFER	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
BUSINESS	46
PRINCIPAL STOCKHOLDERS	56
DESCRIPTION OF OUR CAPITAL STOCK	57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	61
DESCRIPTION OF CERTAIN INDEBTEDNESS	65
DESCRIPTION OF THE NEW NOTES	66
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES	105
PLAN OF DISTRIBUTION	108
WHERE YOU CAN FIND ADDITIONAL INFORMATION	109
LEGAL MATTERS	109
EXPERTS	109
FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this document or to which we have referred you. See “Where You Can Find Additional Information.” We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date of the documents incorporated by reference, as the case may be.

This prospectus incorporates important business and financial information that is not included in or delivered with this document. Any future filings FastenTech makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the offering is terminated are also incorporated by reference into this prospectus. The information incorporated by reference is considered a part of this prospectus, and subsequent information that FastenTech files with the SEC will automatically update and supersede this information. Any information which is subsequently modified or superseded will not constitute a part of this prospectus, except as so modified or superseded. Upon written or oral request, you will be provided with a copy of the incorporated document without charge (not including exhibits to the document unless the exhibits are specifically incorporated by reference into the document). To obtain timely delivery, note holders must request the information no later than five business days before the expiration date. The expiration date is         , 2003. You may submit such a request for this material at the following address and telephone number: FastenTech, Inc. 8500 Normandale Lake Boulevard, Suite 1230, Minneapolis, MN 55437 (952) 921-2090.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in this prospectus. We encourage you to read this entire document and the documents to which we refer you. Unless the context otherwise requires, the terms “FastenTech,” “we,” “us,” “our” and similar terms refer to FastenTech, Inc. and its subsidiaries as a combined entity. Fiscal year 2000, fiscal year 2001 and fiscal year 2002 mean our fiscal years ended September 30, 2000, 2001 and 2002, respectively.

The Exchange Offer

On April 24, 2003, we issued and sold $175.0 million aggregate principal amount of 11½% Senior Subordinated Notes Due 2011, referred to as the old notes. Of the $175.0 million issued, CVC Capital Funding, LLC, an affiliate of our principal stockholder, Citicorp Venture Capital Ltd. exchanged $30.0 million in aggregate principal amount of existing notes for $30.0 million in aggregate principal amount of old notes. In connection with the sale, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for the old notes. As required by the registration rights agreement, we are offering to exchange $145.0 million aggregate principal amount of our new 11½% Senior Subordinated Notes Due 2011, referred to as the new notes, the issuance of which will be registered under the Securities Act, for a like aggregate principal amount of our old notes. We refer to this offer to exchange new notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal as the exchange offer. You are entitled to exchange your old notes for new notes. We urge you to read the discussions under the headings “The Exchange Offer” and “The New Notes” in this Summary for further information regarding the exchange offer and the new notes.

FastenTech, Inc.

We are a leading manufacturer and marketer of highly engineered specialty fasteners and fastener systems that provide critical applications to a broad range of end-markets, including the automotive and light truck, construction, industrial, military, power generation, and medium- and heavy-duty truck markets. Based upon our experience in the industry, we believe that our products hold leading positions in the majority of markets that we serve. We believe that substantially all of our fiscal year 2002 net sales were in defensible market niches where we hold a leading market position in the United States. In the majority of cases, we developed the proprietary products that created the market niches in which we compete. Our success is attributable to our strong brands and trade names, the highly engineered content of our products and our significant commitment to our customers, which includes offering one-stop shopping for design and applications engineering, equipment and tooling to install certain products, just-in-time inventory management, and post-sale service and support. As a result, we believe our products and services generally provide our customers a lower total cost solution for their fastening needs. For the twelve months ended June 30, 2003, our net sales, operating income, EBITDA (defined as net income before interest, taxes, depreciation and amortization), and EBITDA margin (defined as EBITDA divided by net sales) were $203.3 million, $30.6 million, $41.6 million and 20.5%, respectively.

Since fiscal year 2000, excluding acquisitions, we have seen a decline in net sales due primarily to the economic downturn in the heavy-duty truck, power generation, construction, industrial and automotive and light truck markets. In addition, for the most recent three and nine months ended June 30, 2003, we have seen a decrease in our gross margin percentages primarily due to decreased sales volumes. Since fiscal year 2001 and most significantly in the nine months ended June 30, 2003, we have seen a decline in our free cash flow primarily due to cash being used for working capital. In addition, we have a negative balance in our stockholders’ equity of ($13.3 million). This negative balance resulted from the recapitalization of the Company’s predecessor in fiscal 1998 in which the excess purchase price paid was recorded as a reduction to stockholders’ equity as the assets and liabilities were recorded at their historical bases. Since fiscal year 2000, there has been a general downturn in the economy and a significant decline in the heavy-duty truck market. Because of these factors, we may need to record a noncash impairment charge to goodwill of up to $37.5 million in the fourth quarter of fiscal 2003.

Our key products, all of which are highly engineered and value-added, include:

· Self-pierce fastener systems. Self-pierce fasteners, which are primarily used in the automotive and light truck and industrial markets, mechanically pierce their own hole and stake themselves to a metal sheet or plastic panel. By becoming an integral part of a metal sheet or plastic panel, self-pierce fasteners provide improved attachment integrity and high resistance to twist, shear, pull and vibration. We also design and provide the proprietary equipment and tooling required to install self-pierce fasteners, providing a total systems offering to our customers that we believe is unique among our competitors. Self-pierce fastener systems often provide significant cost savings to our customers relative to other fastening technologies that are more labor-intensive.

· Weld stud fastener systems. Weld stud fasteners are welded to metal surfaces through the use of electricity without piercing the metal. This process provides a consistent weld quality and high torque retention, while providing fast assembly times relative to conventional fastening technologies. Our weld stud fastener systems are primarily used in the construction, automotive and light truck and industrial markets. We also produce a proprietary line of equipment used to install weld studs.

· High-stress fasteners. We produce connecting pins and bushings that hold the track tread together on military tracked vehicles. These products are fundamental to the reliable functioning of these military vehicles. High-strength steel alloys are machined to military specifications to meet demanding performance requirements under harsh training and combat conditions.

· Precision machined fasteners. We produce connecting hardware for turbine rotor assemblies in power generation equipment. These products are critical to the performance of the turbines because the extreme operating parameters inherent to high energy generation require high performance metal alloy components machined to exacting tolerances to assure reliable and durable performance.

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· Critical engine fasteners. Critical engine fasteners are used for specific applications where the fastener is integral to the structural design of medium- and heavy-duty truck engines. By maintaining their structural integrity in high heat environments, these fasteners are essential to ensuring the long-term durability of these engines as they are operated under punishing conditions.

Our Competitive Position

Our competitive position includes:

· Leading market positions and strong brands. We believe that the competitive strength of our established brands and our leading U.S. niche market positions provide us with a significant competitive advantage. We believe that substantially all of our fiscal year 2002 net sales were from products in defensible niche markets where we hold a leading market position in the United States. Our strong brands and trade names, such as Nelson, FabriSteel, Multi-Fastener, Specialty Bar, Ferry Cap and Progressive, which have been developed over many years, symbolize the quality, reliability and service that have enabled us to maintain these leading niche market positions.

· Product innovation through leading design and engineering capabilities. We design highly engineered products and systems that reduce costs and/or increase the reliability and durability of our customers’ products. Although our fasteners account for a small portion of a customer’s total product cost, they are critical to ensuring the reliability and durability of their products. As a result, we employ over 50 engineers to work with our customers to solve their current fastening problems and to develop next generation solutions to their fastening needs. These close customer relationships help us to provide innovative and customized solutions, which we believe differentiate us from our competitors. As our fasteners are usually engineered into our customers’ product at the beginning of the development process, we typically become the sole supplier for the life of the product. Our team participation approach with customers at the beginning of the new product design process places us in the unique position of providing critical fastening solutions that meet their demanding specifications for functionality and physical properties. Such properties include high tolerances for heat, strength, concentricity and vibration resistance. Our innovation is illustrated by the number of U.S. issued patents that we hold, which currently exceeds 110 patents.

· Strong commitment to our customers. We are dedicated to meeting and exceeding the fastening needs of our customers. We believe we create substantial value for customers with our design and applications engineering, quality, on-time delivery, just-in-time inventory management, tooling and equipment to install certain products as well as post-sale service and support. As a result, we believe that we generally provide our customers a lower total cost solution for their fastening needs. We hold quality certifications for our products and processes, including QS 9000, ISO 9001, ISO 9002, VDA 6.1 and Ford Q1. These certifications assure our customers of our commitment to design and manufacturing excellence. We have received numerous awards from our customers recognizing us for superior quality, on-time delivery and design engineering support. We have long-standing relationships with several of our customers, at least twelve of whom we have served for over 25 years.

· Diverse and stable customer base. We serve a wide variety of customers in diverse end-markets, such as automotive and light truck, construction, industrial, military, power generation and medium- and heavy-duty truck. The stability of our customer base is evidenced by our long-standing relationships with our customers, a number of whom we have served for over 25 years. Our diverse and stable customer base has helped, and we believe in the future will help, mitigate the effect of industry downturns. FastenTech’s business is also subject to certain risks. For your information, see the “Risk Factors” section of this prospectus.

Our Business Strategy

Our goal is to achieve attractive revenue growth through new product introductions, marketing initiatives and selective acquisitions while continuing to deliver strong operating margins, free cash flow (defined as EBITDA, as defined, minus capital expenditures, minus cash tax expense, minus cash interest expense, plus/minus changes in net working capital (other than cash)) and return on invested capital. Key strategies to attain our goal are as follows:

· Achieve revenue growth through product innovation and marketing initiatives. Our innovative marketing and engineering teams have established an impressive track record of working with our customers to design new products and new applications for existing products. For example, we recently launched a new proprietary digital line of welding equipment to provide our customers more flexible programming for the installation of our weld stud fasteners, faster weld times, more consistent welds and the application of weld studs to thinner metals. Another example of our product development is our new line of punching shear resistor, or PSR, studs, which are being used in the commercial construction market for the first time as an alternative to more labor-intensive methods to reinforce concrete floor and foundation slabs where large columns are used. The new PSR studs provide us with the opportunity to participate in the reinforced concrete market, which represents the only portion of the construction market niche into which we previously did not sell. In addition, we plan to continue to grow our revenues by expanding the application of our existing products. For example, we believe there is significant opportunity in the automotive and light truck market to increase the content per vehicle of our self-pierce fasteners by both replacing more labor-intensive traditional welds and expanding use of our self-pierce fasteners to other parts of the vehicle.

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· Continue to leverage our ability to provide total fastening solutions to our customers. We offer customers the opportunity for one-stop shopping with our broad range of fastening systems and solutions. We have strong engineering teams who work closely with our customers in designing new products and new applications for existing products. In many cases, we work with high performance materials, such as inconel and stainless steel, to meet our customers’ rigid specifications. With the higher cost of these materials, first time quality consistency is critical in minimizing our cost to manufacture the product. We also provide our customers with systems for efficiently installing certain of our products. The welders we design, manufacture and market for our weld studs and the tooling we design, manufacture and market for our self-pierce fasteners provide our customers with an efficient and low total cost fastening solution. After the sale, we provide further value to our customers with services, such as training and maintenance for the welders and tooling. We believe our dedication to post-sale service helps our customers to maintain the productivity of their assembly lines and construction sites. In addition, we provide our customers with just-in-time inventory management which we believe makes their supply chains more efficient. We also have instituted cross-selling efforts among our various product specialists to increase our product penetration. For example, in the automotive market, our self-pierce fasteners, stud weld fasteners, and specialty assemblies sales teams are now able to present the entire complement of our products to the customer, resulting in business opportunities that previously would not have been available to us.

· Continue to improve productivity and quality. We place a high value on productivity and quality as a means to reduce costs and improve our competitive position. This discipline has enabled us to significantly improve operating margins, generate strong free cash flow and prepay debt during the difficult economic conditions of the last two years. During fiscal year 2001, we reduced the number of our employees by over 20% while substantially improving our productivity. This head count reduction resulted in cost savings of $9.5 million in fiscal year 2001. During fiscal year 2002, we further reduced the number of our employees by 6.7%, which resulted in cost savings of $3.5 million. In addition, during fiscal year 2002, we had additional cost savings of $0.8 million as a result of certain outsourcing of operations and consolidated buying power. We achieved our productivity gains by enhancing our unit production per labor hour, improving equipment utilization through faster changeovers and set-ups, reducing non-production labor costs, such as shipping, material handling and receiving, consolidating sales territories and eliminating redundant administrative functions. To achieve further productivity and quality improvements, we have established continuous improvement goals in our plants and track our progress on productivity and quality through such measures as unit production per labor hour, sales dollars per employee, component output per machine, and the number of customer complaints. This commitment to productivity should enable us to limit the need for rehiring during an economic recovery.

· Pursue select acquisitions to complement our business strategy. According to industry sources published in 2001, the U.S. industrial fastener industry is highly fragmented with between 200 and 300 significant manufacturers competing in the $10.4 billion market. We intend to primarily target successful companies operating in niches of the U.S. industrial fastener industry that will be accretive and complement our business strategy. Our criteria for acquisitions are well-defined: highly engineered products in niche markets where we can hold the number one or two market position; significant value-added for customers with emphasis on engineering and quality; opportunities for top line growth; and solid financial results. We place significant emphasis on post-acquisition integration with goals and tracking supported by a strong financial reporting and planning system.

· Increase our operating margins and free cash flow. We have significantly improved our financial results since our new management team started despite experiencing a decline in net sales due to the weak economy. As a result of our successful restructuring, continuous improvement culture, emphasis on lean manufacturing principles and commitment to free cash flow, we believe that we have significant opportunities to increase operating margins and free cash flow from any improvement in the broad industrial economy. We are committed to continuous improvement goals linked to incentive-based compensation, such as annual bonus targets and stock options. Our senior leadership team is highly motivated to successfully execute our business strategy primarily as a result of its significant cash equity investment in us.

Our Sponsor

Citicorp Venture Capital Ltd. and its affiliates own an aggregate of approximately 81.5% of our common stock calculated on a fully diluted basis, which includes approximately 12.0% of our voting stock (assuming the exercise of outstanding options solely with respect to our voting stock). Citicorp Venture Capital Ltd. and its affiliates also own an aggregate of 45.9% of our preferred stock. The non-voting Class B common stock is convertible into voting Class A common stock, except to the extent that the holder of such common stock is not permitted under applicable law to hold such number of shares of voting common stock after giving effect to such conversion. Citicorp Venture Capital Ltd. is a subsidiary of Citigroup, Inc. that engages in equity investment activities. Citicorp Venture Capital Ltd. is a small business investment company. As a small business investment company, it is not permitted to own a majority of the voting common stock of another company unless it divests of such interest within seven (7) years of such ownership. Upon conversion of all non-voting Class B common stock to voting Class A common stock, Citicorp Venture Capital Ltd. and its affiliates would own approximately 87.7% of such stock. An affiliate of Citicorp Venture Capital Ltd. is the general partner of Citigroup Venture Capital Equity Partners, L.P., a newly-formed $2.6 billion private equity fund. Since 1969, Citicorp Venture Capital Ltd. and its affiliates, including Citigroup Venture Capital Equity Partners, L.P., have arranged more than 200 investments in a variety of industries with an aggregate value exceeding $15.0 billion. Citicorp Venture Capital Ltd. and its affiliates have developed significant industry expertise in several sectors including business services, technology (especially semiconductors), automotive supply, value-added industrial manufacturing and distribution and building products.

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Recent Developments

We have entered into a letter of intent to negotiate the purchase of a private manufacturer of stud welding equipment utilized in construction and general industrial markets. We have also entered into a letter of intent with a public corporation to acquire its fastener division, which serves similar markets. These arrangements represent an extension of our strategy of acquiring companies with highly engineered products, strong customers and niche market applications. The completion of the acquisitions would be subject to several conditions including the negotiation and execution of definite documentation and the completion of our normal due diligence procedures and would be funded with cash on hand, borrowings under our revolving credit facility or other financing arrangements, if needed.

FastenTech, Inc. is a Delaware corporation. Our principal executive offices are located at 8500 Normandale Lake Blvd., Suite 1230, Minneapolis, Minnesota 55437 and our telephone number at that address is (952) 921-2090. Our web site is located at http://www.fabristeel.com. Any Internet addresses provided in this prospectus are for information purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these Internet addresses is included herein.

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The Exchange Offer

Notes Offered	$145,000,000 aggregate principal amount of 11 1/2% senior subordinated notes due 2011.
	Of the $175.0 million in aggregate principal amount of old notes originally issued, CVC Capital Funding, LLC, an affiliate of our principal stockholder, Citicorp Venture Capital Ltd., exchanged $30.0 million in aggregate principal amount of our subsidiary’s senior subordinated notes currently outstanding for $30.0 million in aggregate principal amount of the old notes. The amount of old notes purchased by the initial purchasers was reduced accordingly. The notes held by CVC Capital Funding, LLC are not being exchanged hereby.
The Exchange Offer	We are offering the new notes to you in exchange for a like principal amount of old notes. Old notes may be exchanged only in integral multiples of $1,000. We intend by the issuance of the new notes to satisfy our obligations contained in the Registration Rights Agreement.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on             , 2003, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of the exchange offer.
Conditions to the Exchange Offer	Our obligation to accept for exchange, or to issue new notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the Securities and Exchange Commission, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering Old Notes	If you wish to accept the exchange offer and tender your old notes, you must complete, sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such Letter of Transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein. See “The Exchange Offer—Procedures for Tendering Old Notes.”
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Exchange Agent	BNY Midwest Trust Company is serving as the exchange agent in connection with the exchange offer.
Federal Income Tax Consequences	The exchange of notes pursuant to the exchange offer will not be a taxable event for federal income tax purposes. See “Certain United States Federal Income Tax Consequences.”

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Consequences of Exchanging Old Notes Pursuant to the Exchange Offer

Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that holders of old notes (other than any holder who is an “affiliate” of our company within the meaning of Rule 405 under the Securities Act) who exchange their old notes for new notes pursuant to the exchange offer generally may offer the new notes for resale, resell such new notes and otherwise transfer the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided:

• the new notes are acquired in the ordinary course of the holders’ business;

• the holders have no arrangement with any person to participate in a distribution of the new notes; and

• neither the holder nor any other person is engaging in or intends to engage in a distribution of the new notes.

Each broker-dealer that receives new notes for its own account in exchange for old notes must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.” In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdiction or in compliance with an available exemption from registration or qualification. We have agreed, under the Registration Rights Agreement and subject to limitations specified in the Registration Rights Agreement, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions as any holder of the notes reasonably requests in writing. If a holder of old notes does not exchange the old notes for new notes according to the terms of the exchange offer, the old notes will continue to be subject to the restrictions on transfer contained in the legend printed on the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer. See “The Exchange Offer—Consequences of Failure to Exchange; Resales of New Notes.”

The old notes are currently eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (PORTAL) market. Following commencement of the exchange offer but prior to its completion, the old notes may continue to be traded in the PORTAL market. Following completion of the exchange offer, the new notes will not be eligible for PORTAL trading.

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The New Notes

Issuer	FastenTech, Inc.
Notes Offered	$145,000,000 aggregate principal amount of 11 1/2% senior subordinated notes due 2011.
Maturity Date	May 1, 2011.
Interest Rate	11 1/2% per year.
Interest Payment Dates	May 1 and November 1 of each year, beginning on November 1, 2003.
Guarantees	Each of our U.S. subsidiaries as of the date of the issuance of the new notes will unconditionally guarantee the new notes. Future U.S. subsidiaries that also guarantee our senior credit facility will also be required to guarantee the new notes.
Ranking	The new notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior debt, including indebtedness under our revolving credit facility, rank equally with all of our existing and future senior subordinated debt and rank senior to all of our existing and future subordinated debt. The new notes will be effectively subordinated to all existing and future liabilities, including trade payables, of our foreign subsidiaries, which will not guarantee the new notes.
	The guarantees by our U.S. subsidiaries will be subordinated to existing and future senior debt of such U.S. subsidiaries, including each U.S. subsidiary’s guarantee of indebtedness under our revolving credit facility.
	As of September 30, 2003, there was $8.0 million of senior debt outstanding to which the notes and the subsidiary guarantees were subordinated, excluding $31.9 million of senior indebtedness that was available for borrowing under our revolving credit facility and an issued letter of credit in the amount of $0.1 million.
Optional Redemption	We may redeem some or all of the new notes at any time on or after May 1, 2007. We also may redeem up to 35% of the aggregate principal amount of the new notes using the proceeds from certain public equity offerings completed before May 1, 2006. The redemption prices are described under “Description of the New Notes—Optional Redemption.”
Change of Control and Asset Sales	If we experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to repurchase the new notes at the prices listed in “Description of the New Notes—Optional Redemption.”
Restrictive Covenants	We will issue the new notes under an indenture, with BNY Midwest Trust Company, as trustee. The indenture will, among other things, restrict our ability and the ability of our restricted subsidiaries to:
	•      incur additional debt and issue preferred stock; •      make certain distributions, investments and other restricted payments; •      create certain liens; •      restrict distributions from our restricted subsidiaries; •      sell assets; •      enter into transactions with our affiliates;

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•      sell capital stock of our restricted subsidiaries;

•      merge, consolidate or sell substantially all of our assets; and

•      enter into new lines of business

These covenants are subject to important exceptions and qualifications which are described in “Description of the New Notes.”

* * *

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The summary historical statement of operations data and other financial data for each of the fiscal years ended September 30, 2000, 2001 and 2002 and the summary balance sheet data as of September 30, 2001 and 2002 were derived from our historical consolidated financial statements that have been audited by Ernst & Young LLP, whose report appears elsewhere in this prospectus. The summary balance sheet data as of September 30, 2000 were derived from our historical consolidated financial statements that have been audited by Ernst & Young LLP which are not included in this prospectus. The summary consolidated financial data and other financial data for the nine-month period ended June 30, 2002 and 2003 and the twelve months ended June 30, 2003 and the selected consolidated balance sheet data as of June 30, 2002 and 2003 were derived from our unaudited consolidated financial statements, which in the opinion of our management, include all adjustments necessary for a fair presentation in accordance with accounting principles generally accepted in the United States.

The summary financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Consolidated Financial Data,” our audited consolidated financial statements and the related notes, and our unaudited condensed consolidated interim financial statements and the related notes, each included elsewhere in this prospectus.

	Fiscal Year Ended September 30,									Nine Months Ended June 30,						Twelve Months Ended June 30,
(Dollars in thousands)	2000			2001			2002			2002			2003			2003
										(Unaudited)			(Unaudited)			(Unaudited)
Statement of operations data:
Net sales (1)	$	197,794		$	212,173		$	208,798		$	157,301		$	151,800		$	203,297
Cost of sales		141,272			143,989			140,237			106,366			103,196			137,067
Gross profit		56,522			68,184			68,561			50,935			48,604			66,230
Selling, general & administrative		34,099			36,744			36,749			26,384			25,746			36,111
Restructuring and nonrecurring charges		—			3,153			(452	)		—			—			(452	)
Operating income		22,423			28,287			32,264			24,551			22,858			30,571
Interest expense		(19,597	)		(22,596	)		(19,266	)		(14,351	)		(15,513	)		(20,428	)
Net income		51			971			7,769			5,905			3,656			5,520
Net income excluding goodwill amortization (6)		1,358			2,366			9,219			6,979			3,656			5,896
Net income (loss) applicable to common stockholders (7)		(2,933	)		(2,892	)		3,392			3,219			1,702			1,875
Other financial data:
EBITDA, as defined (2)	$	31,830		$	40,251		$	47,952		$	36,552		$	30,175		$	41,575
EBITDA margin (3)		16.1	%		19.0	%		23.0	%		23.2	%		19.9	%		20.5	%
Depreciation and amortization (4)	$	10,926		$	14,576		$	14,254		$	11,009		$	8,538		$	11,783
Capital expenditures		7,373			4,492			4,623			3,058			4,108			5,673
Cash used for acquisitions		85,373			5,225			6,216			6,075			9,988			10,129
Cash flow from operations		20,972			36,097			31,103			22,151			10,973			19,925
Ratio of EBITDA, as defined, to total interest expense																	2.0	x
Ratio of total net debt to EBITDA, as defined (5)																	4.3	x
Selected balance sheet data (at end period):
Cash and cash equivalents	$	3,541		$	8,641		$	10,983		$	11,207		$	5,102		$	5,102
Working capital		50,204			38,701			42,718			36,658			57,845			57,845
Goodwill		93,510			91,597			94,006			95,892			95,131			95,131
Total assets		268,918			259,635			251,540			259,955			263,537			263,537
Total debt (including short-term borrowings)		204,310			186,044			174,716			177,996			183,000			183,000

(1) Net sales increased in fiscal year 2001 due primarily to our acquisitions of Progressive Stamping Co. in March 2000 and the Nelson Stud Welding Division of TRW, Inc. in March 2000.

(2) EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA is presented in this manner because we believe it is a widely accepted financial indicator of a company’s ability to service and/or incur indebtedness. EBITDA is also used by management to measure and evaluate the performance of the Company. However, EBITDA, as defined, should not be considered as an alternative to net income as a measure of operating results or to cash flows as a measure of liquidity in accordance with generally accepted accounting principles. Since EBITDA, as defined, is not calculated identically by all companies, the presentation in this prospectus may not be comparable to those disclosed by other companies. In addition, the definition of EBITDA, as defined, differs from the definition of Consolidated EBITDA applicable to the covenants for the new notes.

(3) EBITDA margin is defined as EBITDA, as defined, divided by net sales.

(4) Depreciation and amortization as presented will not agree with the audited consolidated statements of cash flows due to the inclusion of certain equipment depreciation of $0.4 million for fiscal year 2001 and the exclusion of the amortization of deferred financing costs included in interest expense of $0.8 million, $0.6 million and $0.7 million for fiscal years 2000, 2001 and 2002, respectively.

(5) Net debt is defined as total debt (including short term borrowings) less cash and cash equivalents.

(6) Net income excluding goodwill amortization is defined as net income plus goodwill amortization of $1.3 million, $1.4 million, $1.5 million, $1.1 million, $0.0 million, and $0.4 million for the fiscal years ended 2000, 2001, 2002, and the nine months ended June 30, 2002 and 2003 and the twelve months ended June 30, 2003, respectively. Pursuant to the adoption of SFAS No. 142 on October 1, 2002, goodwill is no longer amortized.

(7) Net income (loss) applicable to common stockholders is defined as net income less preferred stock dividends of $3.0 million, $3.9 million, $4.4 million, $2.7 million, $2.0 million, and $3.6 million for the fiscal years ended 2000, 2001, 2002, and the nine months ended June 30, 2002 and 2003 and the twelve months ended June 30, 2003, respectively.

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Set forth below is a reconciliation of EBITDA, as defined, to net income and net cash provided by operating activities:

	Fiscal Year Ended September 30,									Nine Months Ended June 30,						Last Twelve Months June 30,
(Dollars in thousands)	2000			2001			2002			2002			2003			2003
										(Unaudited)			(Unaudited)			(Unaudited)
EBITDA	$	31,830		$	40,251		$	47,952		$	36,552		$	30,175		$	41,575
Add (subtract):
Income tax expense		(1,256	)		(2,108	)		(6,663	)		(5,287	)		(2,468	)		(3,844	)
Interest expense		(19,597	)		(22,596	)		(19,266	)		(14,351	)		(15,513	)		(20,428	)
Depreciation		(8,649	)		(11,931	)		(11,530	)		(8,984	)		(8,400	)		(10,946	)
Amortization		(2,277	)		(2,645	)		(2,724	)		(2,025	)		(138	)		(837	)
Net income		51			971			7,769			5,905			3,656			5,520
Add (subtract):
Depreciation		8,649			11,931			11,530			8,984			8,400			10,946
Amortization		2,277			2,645			2,724			2,025			138			837
Noncash interest expense		2,757			4,442			5,687			4,137			4,024			5,574
Loss on early extinguishment of debt		—			—			—			—			2,615			2,615
Deferred income taxes		320			(263	)		3,532			—			—			3,532
Cumulative effect of a change in accounting principle		—			938			—			—			—			—
Minority interest in income of subsidiaries		986			1,020			1,185			1,185			45			45
Loss (gain) on sale of property, plant and equipment		540			—			—			—			—			—
Loss on foreign currency translation		—			—			156			—			—			156
Unrealized gain (loss) on interest rate swap		—			2,673			(1,444	)		(854	)		(1,418	)		(2,008	)
Changes in working capital and other operating items		5,392			11,740			(36	)		769			(6,487	)		(7,292	)
Net cash provided by operating activities	$	20,972		$	36,097		$	31,103		$	22,151		$	10,973		$	19,925

RATIO OF EARNINGS TO FIXED CHARGES

	Year Ended September 30, 1998	Year Ended September 30, 1999	Year Ended September 30, 2000	Year Ended September 30, 2001	Year Ended September 30, 2002	Nine Months Ended June 30, 2003
Ratio of Earnings to Fixed Charges	—	1.4x	1.1x	1.2x	1.8x	1.6x

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, “earnings” include income before taxes and fixed charges (adjusted for interest capitalized during the period). “Fixed charges” include interest, whether expensed or capitalized, amortization of deferred financing costs and the portion of rental expense that is representative of the interest factor in these rentals. In fiscal year 1998, earnings were insufficient to cover fixed charges by $1.0 million.

RISK FACTORS

You should carefully consider the following factors in addition to all other information contained in this prospectus before making an investment decision. Investing in the new notes involves a high degree of risk. The occurrence of any one or more of the following could materially adversely affect your investment in the new notes or our business and operating results.

Risks Relating to the New Notes

Our substantial indebtedness could adversely affect our business and prevent us from fulfilling our obligations under the new notes.

We have, and after this exchange offer will continue to have, a substantial amount of indebtedness. As of September 30, 2003, we had total debt of $183.0 million. Our substantial indebtedness may have important consequences to you, including:

• making it more difficult for us to satisfy our obligations with respect to the new notes;

• limiting cash flow available to fund our working capital, capital expenditures or other general corporate requirements;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, other general corporate requirements and acquisitions;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry;

• placing us at a competitive disadvantage compared to our competitors with less indebtedness; and

• making it more difficult for us to comply with financial covenants required by our revolving credit facility.

In addition, the indenture governing the new notes and our revolving credit facility will permit us to incur substantial additional indebtedness in the future. As of September 30, 2003, $31.9 million was available for additional borrowing under our revolving credit facility. If new indebtedness is added to our and our subsidiaries’ current debt levels, the risks described above would intensify.

We may be unable to service our indebtedness, including the new notes.

Our ability to make scheduled payments on or to refinance our obligations with respect to our indebtedness, including the new notes, will depend on our financial and operating performance, which will be affected by general economic, financial, competitive, business and other factors beyond our control. Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our revolving credit facility in an amount sufficient to enable us to service our debt, including the new notes, or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our debt, including the new notes, or sell certain of our assets on or before the maturity of our debt. We may not be able to restructure or refinance any of our debt, including the new notes, on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations.

Our operations will be substantially restricted by the terms of our indebtedness, which could adversely affect us.

Our revolving credit facility and the indenture governing the new notes contain a number of significant covenants. These covenants will limit our ability and the ability of our restricted subsidiaries to, among other things:

• incur additional indebtedness and issue additional preferred stock;

• make capital expenditures and other investments;

• merge, consolidate or dispose of our assets or the capital stock or assets of any restricted subsidiary;

• engage in sale-leaseback transactions;

• pay dividends, make distributions or redeem capital stock;

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• change our line of business;

• enter into transactions with our affiliates; and

• grant liens on our assets or the assets of our restricted subsidiaries.

Our revolving credit facility also will require us to meet certain financial tests. The failure to comply with these covenants or tests would cause a default under our revolving credit facility. A default, if not waived, could result in acceleration of the outstanding indebtedness under our revolving credit facility, in which case the debt would become immediately due and payable. In addition, a default or acceleration of indebtedness under our revolving credit facility could result in a default or acceleration of our other indebtedness with cross-default or cross-acceleration provisions, including the new notes. If this occurs, we may not be able to pay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be on terms that are acceptable to us. Complying with these covenants and tests may cause us to take actions that we otherwise would not take or not take actions that we otherwise could take.

Your right to receive payments on the new notes is junior to our existing senior indebtedness and the existing senior indebtedness of the subsidiary guarantors and possibly all of our and their future indebtedness.

The new notes and the subsidiary guarantees will be subordinated in right of payment to the prior payment in full of our and the subsidiary guarantors’ respective current and future senior indebtedness, including our and their obligations under our revolving credit facility. As of September 30, 2003, $8.0 million of senior indebtedness was outstanding (excluding an issued letter of credit in the amount of $0.1 million) and $31.9 million of senior debt was available for borrowing under our revolving credit facility. As a result of the subordination provisions of the new notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets or the assets of the applicable subsidiary guarantor would be available to pay obligations under the new notes and our other senior subordinated obligations only after all payments had been made on our senior indebtedness or the senior indebtedness of the applicable subsidiary guarantor. Sufficient assets may not remain after all of these payments have been made to make any payments on the new notes and our other senior subordinated obligations, including payments of interest when due. In addition, all payments on the new notes and the subsidiary guarantees will be prohibited in the event of a payment default on our senior indebtedness and, for limited periods, upon the occurrence of other defaults under our revolving credit facility.

The new notes and the subsidiary guarantees are effectively subordinated to all of our and our subsidiary guarantors’ secured indebtedness and all indebtedness of our non-guarantor subsidiaries.

The new notes will not be secured. The lenders under our revolving credit facility will be secured by liens on all of our U.S. subsidiaries’ assets, including receivables, inventory, equipment, real estate, leases, licenses, patents, brand names, trademarks, contracts, securities and stock of subsidiaries. If we or any of the subsidiary guarantors declare bankruptcy, liquidate or dissolve, or if payment under our revolving credit facility or any of our other secured indebtedness is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the new notes. As a result, the new notes are effectively subordinated to our and our subsidiaries’ secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the new notes would in all likelihood recover ratably less than the lenders of our and our subsidiaries’ secured indebtedness in the event of our bankruptcy, liquidation or dissolution. As of September 30, 2003, we had $8.0 million of secured indebtedness outstanding (excluding an issued letter of credit in the amount of $0.1 million) and $31.9 million of secured indebtedness was available for borrowing under our revolving credit facility.

In addition, the new notes will be structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the new notes. In the event of a bankruptcy, liquidation or dissolution of any of the non-guarantor subsidiaries, holders of their indebtedness, their trade creditors and holders of their preferred equity will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. However, under some circumstances, the terms of the new notes will permit our non-guarantor subsidiaries to incur additional specified indebtedness. As of June 30, 2003, the non-guarantor subsidiaries had $2.4 million of indebtedness outstanding, including trade payables.

We will depend on distributions from our operating subsidiaries to pay the new notes.

We are a holding company and derive all of our operating income from, and hold substantially all of our assets through, our subsidiaries. The effect of this structure is that we will depend on the earnings of our subsidiaries, and the payment or other distributions to us of these earnings, to meet our obligations under our revolving credit facility and the new notes. Provisions of law, like those requiring that dividends be paid only out of surplus, and provisions of our senior indebtedness limit the ability of our subsidiaries to make payments or other distributions to FastenTech.

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We may not be able to purchase the notes upon a change of control.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding new notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of new notes or that restrictions in our revolving credit facility will not allow such repurchase.

The term ‘all or substantially all’ in the context of a change of control has no clearly established meaning under the relevant law and is subject to judicial interpretation such that it may not be certain that a change of control has occurred or will occur.

Upon the occurrence of a transaction that constitutes a change of control under the indenture governing the new notes, we will be required to repurchase all outstanding new notes. One of the ways a change of control can occur is upon a sale of all or substantially all of our assets. With respect to the sale of assets referred to in the definition of change of control in the indenture governing the new notes, the meaning of the phrase “all or substantially all” as used in that definition varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under the relevant law and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of a person and therefore it may be unclear whether a change of control has occurred.

FastenTech may enter into transactions that would not constitute a change of control that could adversely affect FastenTech’s ability to satisfy its obligations under the new notes.

Certain business combination or sale transactions, whether done within or outside the ordinary course of business, may not constitute a change of control under certain indenture or other credit or debt documents where that term is defined. Accordingly, legal uncertainty regarding what constitutes a change of control and the provisions of the indenture governing the new notes may allow FastenTech to enter into transactions, such as acquisitions, refinancings or recapitalizations, that would not constitute a change of control but may increase FastenTech’s outstanding indebtedness or otherwise adversely affect FastenTech’s ability to satisfy its obligations under the new notes. The definition of change of control includes a phrase relating to the transfer of “all or substantially all” of the assets of FastenTech and its subsidiaries taken as a whole. As discussed above, although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, your ability to require FastenTech to repurchase new notes as a result of a transfer of less than all of the assets FastenTech to another person may be uncertain.

FastenTech’s revolving credit facility provides that certain change of control events constitute an event of default. In the event of a change of control, FastenTech may not be able to satisfy all of its obligations under the revolving credit facility, the new notes or other indebtedness.

FastenTech may not have sufficient assets or be able to obtain sufficient third party financing on favorable terms to satisfy all of its obligations under its revolving credit facility, the new notes or other indebtedness in the event of a change of control. If FastenTech experiences specific kinds of changes of control, FastenTech will be required to offer to repurchase all outstanding new notes. However, the revolving credit facility provides that certain change of control events will constitute an event of default under such facility. Such an event of default would entitle the lenders thereunder to, among other things, cause all outstanding debt obligations under the revolving credit facility to become due and payable and to proceed against the collateral securing the revolving credit facility, which includes collateral securing the new notes. Any event of default or acceleration of the revolving credit facility will likely also cause a default under the terms of the other indebtedness of FastenTech.

In addition, the revolving credit facility contains, and any future credit facilities or other agreements to which FastenTech becomes a party may contain, restrictions on its ability to offer to repurchase the new notes in connection with a change of control. In the event a change of control occurs at a time when it is prohibited from offering to purchase the new notes, FastenTech could seek consent to offer to purchase the new notes or attempt to refinance the borrowings that contain such a prohibition. If it does not obtain the consent or refinance the borrowings, FastenTech would remain prohibited from offering to purchase the new notes. In such case, the failure by FastenTech to offer to purchase any of the new notes would constitute a default under the indenture governing such new notes, which, in turn, could result in amounts outstanding under any future credit facility or other agreement relating to indebtedness being declared due and payable. Any such declaration could have adverse consequences to FastenTech and the holders of the new notes.

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Federal and state statutes allow courts, under specific circumstances, to void the subsidiary guarantees and require the holders of the new notes to return payments received from the subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the subsidiary guarantees could be voided, or claims in respect of the subsidiary guarantees could be subordinated to all other debts of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with the intent to hinder, delay or defraud any present or future creditors of the subsidiary guarantor or the subsidiary guarantors, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and the subsidiary guarantor either:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

If a subsidiary guarantee is voided, you will be unable to rely on the applicable subsidiary guarantor to satisfy your claim in the event that we fail to make one or more required payments due on the new notes. In addition, any payment by such subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to such subsidiary guarantor, or to a fund for the benefit of creditors of such subsidiary guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we and each subsidiary guarantor believe that, after giving effect to the indebtedness incurred in connection with this offering and the establishment of our revolving credit facility, no subsidiary guarantor will be insolvent, will have unreasonably small capital for the business in which it is engaged or will have incurred debts beyond its ability to pay such debts as they mature. However, a court could apply an adverse standard in making such determinations or could disagree with our or the subsidiary guarantors’ conclusions in this regard.

The issuance of the new notes will result in an increase to the dividends owed on certain series of our senior preferred stock.

In the event that we issue $75.0 million or more of unsecured debt securities in a public offering or a Rule 144A private placement and we do not offer to repurchase at least 50% of our outstanding Series A senior preferred stock at a price equal to $10.00 per share plus all accrued and unpaid dividends to the date of repurchase, the existing $0.80 per share per year dividend amount will increase by $0.025 per share per year on the first day of the first month following our failure to repurchase at least 50% of our outstanding Series A senior preferred stock and will thereafter increase by an additional $0.025 per share per year on the first day of each subsequent three month period up to a maximum dividend rate of $1.20 per share per year. We did not, at the time of the issuance of the old notes, offer to repurchase the Series A senior preferred stock. Accordingly, the amount of dividends that are payable on the Series A senior preferred stock increased as a result of the offering. To date, we have never paid cash dividends on our Series A senior preferred stock. We expect that our various financing arrangements, including our revolving credit facility and the indenture governing the new notes, will limit our ability to pay cash dividends on our Series A senior preferred stock in the foreseeable future. Accordingly, we have no intention of declaring or paying cash dividends for the foreseeable future. However, if we are permitted under our debt agreements to, and do, pay cash dividends in the future, our ability to fulfill our obligations under the new notes and our revolving credit facility will be further diminished by the increase in dividends resulting from the offering of old notes.

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An active trading market may not develop for the new notes.

The new notes are a new issue of securities with no established trading market and will not be listed on any securities exchange. The initial purchasers have informed us that they currently intend to make a market in the new notes. However, the initial purchasers are not obligated to do so and may discontinue any such market making at any time without notice.

The liquidity of any market for the new notes will depend upon various factors, including:

• the number of holders of the new notes;

• the interest of securities dealers in making a market for the new notes;

• the overall market for high yield securities;

• our financial performance or prospects; and

• the prospects for companies in our industry generally.

Accordingly, we cannot assure you that a market or liquidity will develop for the new notes.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes. The market for the new notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the new notes.

Failure to tender your old notes for new notes could limit your ability to resell the old notes.

The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes under the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided under the registration rights agreement. In addition, if you want to exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities, and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Relating to Our Business

We are subject to the cyclicality of the economy and the industries in which we compete.

Substantially all of our revenues are derived from customers that are in industries and businesses that are subject to changes in general economic conditions, such as the automotive and light truck, medium- and heavy-duty truck, industrial machinery, building and construction, power generation and defense industries. In addition, our sales to the automotive and light-truck industry, which is cyclical in nature, are closely related to the annual new car and truck production output in North America. Sales of products for the automotive and light truck market constituted 40.2% of our net sales for the twelve months ended June 30, 2003. General economic or industry-specific downturns could have a material adverse effect on our business, results of operations and financial condition.

We are dependent on key customers.

We rely on several key customers. For the twelve months ended June 30, 2003, our top ten customers accounted for 41.7% of our net sales and our top customer, General Electric Company, accounted for 6.9% of our net sales. In addition, Siemens Westinghouse accounted for 4.0% of our net sales and 11.7% of our pro forma net sales for such period. Many of our customers place orders for products on an as-needed basis and operate in cyclical industries and, as a result, their order levels have varied from period to period in the past and may vary significantly in the future. Due to competitive issues, we have lost key customers in the past and may again in the future. Such customer orders are dependent upon their markets and customers and may be subject to delays or cancellations. As a result of dependence on our key customers, we could experience a material adverse effect on our business and results of operations if any of the following were to occur:

• the loss of any key customer, in whole or in part;

• a declining market in which customers reduce orders or demand reduced prices; or

• a strike or work stoppage at a key customer facility, which could affect both their suppliers and customers.

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Fluctuating supply and costs of raw materials could have a material adverse effect on our business.

Our business is heavily dependent on the availability and cost of raw materials, particularly steel rod. The availability and prices of raw materials may be subject to curtailment or change due to, among other things, new laws or regulations, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and worldwide price levels. Although we currently maintain alternative sources for raw materials, our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain raw materials. Any change in the supply or price of raw materials, especially steel rod, could materially adversely affect our business and results of operations.

We have entered into three fixed price contracts to purchase steel, which may insulate us from short-term price increases in the steel market, assuming we meet certain volume requirements. However, it is possible that our suppliers will be unable, or unwilling, to satisfy their obligations to us under the terms of these contracts, which expire in December 2003, after which time we may experience a dramatic increase in the price of steel.

In March 2002, the United States imposed tariffs on steel imports. Although these tariffs do not apply to steel rod, which represents a substantial majority of our steel purchases, future tariffs or other government regulations may result in an adverse change in the supply or price of steel rod.

We intend to pursue future acquisitions and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, effectively integrate new acquisitions or realize the intended benefits of our future acquisitions.

One aspect of our business strategy is to selectively pursue acquisitions that we believe will present opportunities to improve our market position and realize significant synergies, operating expense reductions or overhead cost savings. We continually evaluate potential acquisition candidates, and, from time to time, enter into negotiations and confidentiality agreements with candidates we find attractive, some of which discussions are ongoing and some of which confidentiality agreements remain in effect. We are also currently party to letters of intent relating to proposed acquisitions.

Acquisitions involve numerous risks and uncertainties. If we complete one or more acquisitions, our business, results of operations and financial condition may be adversely affected by a number of factors, including:

• the difficulties in the integration of the operations, technologies, services and products of the acquired companies;

• the diversion of our management’s attention from other business concerns;

• the assumption of unknown liabilities;

• increases in our indebtedness;

• the failure to achieve the strategic objectives of these acquisitions; and

• other unforeseen difficulties.

We may not be able to consummate any future acquisitions. If we are unable to identify suitable acquisition candidates or to consummate synergistic and strategic acquisitions, we may be unable to fully implement our business strategy and our business, results of operations and financial condition may be adversely affected as a result. Our ability to engage in acquisitions will be dependent on our ability to raise substantial capital, and we may not be able to raise the funds necessary to implement our acquisition strategy on satisfactory terms to us, if at all. Our acquisition strategy also may be limited, among other things, by the availability of acquisition candidates that satisfy our criteria.

The markets in which we compete are competitive and our failure to effectively compete could erode our market share.

We operate in a competitive industry. Our failure to effectively compete could erode our market share and negatively impact our ability to service the new notes. Although we believe that we are an industry leader in each of our respective product markets, we compete against many companies, including divisions of larger companies, who may have substantially greater financial resources than we do.

We are required to plan our capacity well in advance of production and our success depends on having available capacity and effectively using it.

We principally compete for new business at the beginning of the development of our customers’ new products. Our customers’ new product development generally begins significantly prior to the marketing and production of their new products and our supply of our products generally lasts for the life of our customers’ products. Nevertheless, our customers may move business to

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other suppliers or request price reductions during the life cycle of a product. The long development and sales cycle of our new products, combined with the specialized nature of many of our facilities and the resulting difficulty in shifting work from one facility to another, could result in variances in capacity utilization. In order to meet our customers’ requirements, we may be required to supply our customers regardless of cost and consequently we may suffer an adverse impact on our operating profit margins. This may involve shifting work among our available facilities. In addition, as a result of our recent restructuring, we have reduced the number of employees at many of our facilities. Our success depends, in part, on our ability to meet our capacity requirements with fewer employees by increasing our productivity.

We may be subject to work stoppages at our facilities or those of our principal customers, which could seriously impact the profitability of our business.

Our six collective bargaining agreements with five different unions cover approximately 49% of our total workforce. Our agreement with I.G. Metall in Germany expires in December 2003, our agreement with the United Autoworkers Local 174 (formerly Local 157) expires in May 2004, our agreements with the International Association of Machinists and Aerospace Workers expire in June 2004 and February 2006, our agreement with the United Autoworkers Local 933 expires in February 2005 and our agreement with the United Steelworkers of America expires in November 2005. If our unionized workers were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could have a material adverse effect on our business and results of operations. In addition, if a greater percentage of our work force becomes unionized, our business and results of operations could be materially adversely affected as a result of increased labor costs. Many of our direct or indirect customers and suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these customers or their suppliers or our suppliers could result in slowdowns or closures of assembly plants where our products are used. In addition, organizations responsible for shipping our customers’ products may be impacted by strikes staged by unions representing their employees. Any interruption in the delivery of our customers’ products could reduce demand for our products and could have a material adverse effect on our business and results of operations.

We have only limited protection for our intellectual property and our intellectual property may infringe the rights of others.

We have a number of patents covering various aspects of the design and construction of our products. Our patents may not be able to withstand challenge in litigation, and patents do not ensure that competitors will not develop competing products or infringe upon our patents. The costs of litigation to defend our patents could be substantial and may outweigh the benefits of enforcing our rights under our patents. We market our products internationally, and the patent laws of foreign countries may offer less protection than the patent laws of the United States. Not all of our U.S. issued patents have been registered in other countries.

We also rely on trade secrets, know-how and other unpatented proprietary technology, and others may independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets, know-how and other proprietary information, we generally require relevant employees, consultants, advisors and collaborators to enter into confidentiality agreements with us. However, these agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of this information. If we are unable to maintain the proprietary nature of our technologies, our business and financial condition may be adversely affected.

Third parties may claim infringement of their intellectual property rights by us and may bring infringement suits against us. These claims may be time-consuming and expensive to investigate, especially if litigation is required to resolve them. The costs of litigation could be substantial and may outweigh the benefits of challenging a third party’s infringement claim. We may be required to seek licenses for, or otherwise acquire rights to, technology as a result of claims of infringement. If we are unable to acquire such rights on satisfactory terms, we may be forced to stop utilizing certain of our intellectual property rights.

A growing portion of our sales may be derived from our international operations which exposes us to certain risks inherent in doing business on an international level.

Although only 23.7% of our net sales for fiscal year 2002 and 24.5% of our net sales for the twelve months ended June 30, 2003 were derived from sales outside of the United States, we intend to expand our international operations in the future. In addition, we maintain manufacturing operations outside the United States. As a result, we are subject to various risks which are not present for companies with operations and sales solely within the United States, including:

• governmental embargoes or foreign trade restrictions, such as antidumping duties;

• changes in U.S. and foreign governmental regulations;

• tariffs and other trade barriers;

• the potential for nationalization of enterprises;

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• foreign exchange rate risk; and

• political, economic and social instability.

The occurrence of any of these events could have a material adverse effect on our business and results of operations. In addition, there are tax inefficiencies in repatriating cash flow from non-U.S. subsidiaries. To the extent such repatriation is necessary for us to meet our debt service or other obligations, this will adversely affect our business and results of operations.

Our operations make us subject to environmental laws and other government regulations which could result in material expenditures by us in the future.

We are subject to federal, state, local and foreign environmental laws and regulations governing our operations, including emissions into the air and water, and use, handling, disposal and remediation of hazardous substances. A risk of environmental liability is inherent in our current and former manufacturing activities. Under certain environmental laws, we could be held jointly and severally responsible for the remediation of any hazardous substance contamination at our past and present facilities and at third party waste disposal sites and could also be held liable for damages to natural resources and any consequences arising out of human exposure to such substances or other environmental damage. Although we believe that our operations are in substantial compliance with current regulatory requirements under applicable environmental laws, the nature of our operations, and the history of industrial uses at some of our facilities, expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters. The cost of complying with environmental, health and safety laws in our current operations, or the liabilities arising from past releases of, or exposure to, hazardous substances, may result in future expenditures by us that could have a material adverse effect on our business, results of operations and financial condition.

We are controlled by certain significant stockholders who are able to control the outcome of all matters submitted to our stockholders for approval and whose interest in us may be different than yours.

Citicorp Venture Capital Ltd. and its affiliates, the members of our board of directors, certain members of our management and certain employees of Citicorp Venture Capital Ltd. own an aggregate of approximately 90.6% of our common stock, calculated on a fully-diluted basis, which includes approximately 56.9% of our outstanding voting stock (assuming the exercise of outstanding options solely with respect to our voting stock). Citicorp Venture Capital may convert its non-voting Class B common stock into voting Class A common stock, except to the extent that Citicorp Venture Capital is not permitted under applicable law to hold such number of shares of voting common stock after giving effect to such conversion. Citicorp Venture Capital Ltd. is a small business investment company. As a small business investment company, it is not permitted to own a majority of the voting common stock of another company unless it divests of such interest within seven (7) years of such ownership. Upon conversion of all non-voting Class B common stock to voting Class A common stock, Citicorp Venture Capital Ltd. and its affiliates would own approximately 87.7% of such stock. By virtue of such stock ownership, such persons have the power to:

• elect our entire board of directors;

• control our management and policies; and

• determine the outcome of any corporate transaction or other matters required to be submitted to our stockholders for approval, including the amendment of our certificate of incorporation, mergers, consolidation and the sale of all or substantially all of our assets.

As their interests in us are different from your interests, the foregoing stockholders may exercise their control over us in a manner detrimental to your interests.

We may incur material losses for product liability or warranty claims.

We are subject to a risk of product liability or warranty claims in the event that the failure of any of our products results in personal injury or death, or does not conform to our customers’ specifications. Although we have not had any material product liability or warranty claims made against us and we currently maintain liability insurance coverage, product liability claims, if made, could exceed our insurance coverage limits and insurance may not continue to be available on commercially acceptable terms, if at all.

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements, which are based on management’s current expectations. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” are forward-looking statements. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those discussed in this prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Some of the key factors that could cause actual results to differ from our expectations are:

• our actual versus expected internal growth;

• our high degree of leverage;

• our ability to comply with certain financial and other covenants in our loan agreements and indentures;

• the success or failure of our growth strategies, including international expansion;

• our ability to attract and retain customers;

• our ability to accurately predict our production capacity requirements;

• our ability to attract and retain key personnel;

• our ability, and the ability of our customers, to maintain good labor relations with our and their respective employees and the unions representing them;

• our ability to develop and market new products and to innovate existing product lines;

• our ability to protect our intellectual property;

• the cost and availability of raw materials, especially steel;

• trends and conditions in our business, including trends in the markets that we serve;

• our ability to identify and integrate acquisitions;

• our future capital needs;

• our ability to continue to control costs and maintain quality;

• our ability to comply with applicable governmental laws and regulations and the cost of such compliance;

• competitive conditions in the markets in which we operate; and

• the other factors discussed under the heading “Risk Factors” and elsewhere in this prospectus.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. The forward-looking statements are made as of the date of this prospectus or the date of the documents incorporated by reference in this prospectus, as the case may be, and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

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USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange old notes of like principal amount, the terms of which are identical in all material respects to the new notes. The old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

The net proceeds from the sale of the old notes, after deducting estimated fees and expenses payable by us were approximately $167.7 million. These net proceeds, together with available cash, were used to repay certain other indebtedness existing prior to the issuance of the old notes and to settle certain interest rate swaps.

The following table summarizes the sources and uses of funds in connection with the sale of the old notes and the repayment of certain indebtedness as of March 31, 2003:

(Dollars in thousands)	As of March 31, 2003			As of March 31, 2003
Sources of funds (1):			Uses of funds:
Cash	$	5,810	Repayment of senior credit facilities (2)	$	78,426
Revolving credit facility		5,247	Repayment of 11% senior subordinated notes due 2008 (3)		25,000
Old Notes offered		175,000	Exchange of 10.5% senior subordinated notes due 2012 (4)		30,000
			Repayment of 10% subordinated notes due 2007 (5)		8,750
			Repayment of 18% subordinated notes due 2008 (6)		33,804
			Early redemption premium and accrued interest (7)		2,029
			Early settlement of interest rate swaps		748
			Estimated fees and expenses (8)		7,300
Total sources of funds	$	186,057	Total uses of funds	$	186,057

(1) Our revolving credit facility has $40.0 million of committed capital and a term of five years. See “Description of certain indebtedness—Revolving Credit Facility” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

(2) Our previous credit facilities accrued interest in fiscal year 2002 at a weighted average interest rate of 5.4% per year and were scheduled to mature between December 31, 2006 and March 16, 2007.

(3) An aggregate principal amount of $25.0 million of our senior subordinated notes payable to Citicorp Mezzanine Partners, L.P. accrued interest at a rate of 11% per year and were scheduled to mature on April 17, 2008.

(4) An aggregate principal amount of $30.0 million of our senior subordinated notes payable to CVC Capital Funding, LLC, which accrued interest at a rate of 10.5% per year and were scheduled to mature on August 30, 2012, were exchanged for $30.0 million in aggregate principal amount of the notes.

(5) An aggregate principal amount of $11.3 million of our subordinated notes, which accrued interest at a rate of 10% per year and were scheduled to mature on June 30, 2007 were subject to a purchase option whereby we could purchase these notes for an aggregate purchase price equal to 77.6530703% of the amount outstanding if repurchased on or prior to June 30, 2003.

(6) An aggregate principal amount of $33.8 million of our subordinated notes payable to Citicorp Mezzanine Partners, L.P. accrued interest at a rate of 18% per year and were scheduled to mature on March 31, 2008.

(7) The amount reflects accrued interest and/or early redemption premium as follows: 10.5% senior subordinated notes due 2012, accrued interest of $0.3 million; 10% subordinated notes due 2007, accrued interest of $0.9 million; and 18% subordinated notes due 2008, early redemption premium of $0.9 million.

(8) Fees and expenses include a $1.75 million advisory fee paid to Citicorp Venture Capital in connection with the old note offering.

See “Capitalization” below.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2003 on an actual basis. You should read this table in conjunction with the information under the headings “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated interim financial statements and the related notes, each included elsewhere in this prospectus.

(Dollars in thousands)	As of June 30, 2003
Cash and cash equivalents	$	5,102
Long-term debt (including current maturities):
Revolving credit facility(1)		8,000
11½% senior subordinated notes		175,000
Total long-term debt		183,000
Minority interests		1,309
Redeemable preferred stock		27,851
Total stockholders’ equity (deficiency in assets)		(13,281	)
Total capitalization	$	198,879

(1) Our revolving credit facility has $40.0 million of committed capital and a term of five years. We borrowed $9.0 million of funds under our revolving credit facility on the consummation of the old note offering. We utilized approximately $0.1 million of letter of credit capacity under our revolving credit facility upon the consummation of the old note offering to support certain obligations and our ordinary course needs. See “Description of Certain Indebtedness—New Revolving Credit Facility” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and capital resources.”

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The unaudited pro forma consolidated statement of operations for the nine months ended June 30, 2003 and for the fiscal year ended September 30, 2002 gives effect to the acquisition of the Evansville Operations of Rolls-Royce Corporation (Rolls-Royce Evansville) as if it had occurred on October 1, 2002 and 2001 respectively. The unaudited pro forma consolidated statement of operations for the nine months ended June 30, 2003 has been calculated by adding the consolidated results of operations for FastenTech, Inc. (including results of operations of Rolls-Royce Evansville subsequent to date of acquisition) for the nine months ended June 30, 2003 and the results of operations of Rolls-Royce Evansville for the period from October 1, 2002 to February 28, 2003 (date of acquisition). The unaudited statement of operations for Rolls-Royce Evansville for the year ended September 30, 2002 has been calculated by adding the three months ended December 31, 2001 to Rolls-Royce Evansville’s year ended December 31, 2002 results of operations and subtracting the three months ended December 31, 2002.

Our unaudited pro forma consolidated financial data should be read in conjunction with our audited consolidated financial statements for the fiscal year ended September 30, 2002, and the related notes thereto, which statements have been audited by Ernst & Young LLP, independent auditors, whose report is included elsewhere herein.

Our unaudited pro forma consolidated financial data has been prepared to illustrate the effects of the Rolls-Royce Evansville acquisition. Our unaudited pro forma consolidated financial data does not necessarily present our financial position or results of operations as they would have been if the companies involved had constituted one entity for the period presented and is not necessarily indicative of our future results of operations or the results that might have occurred if the forgoing transaction had been consummated on the indicated date.

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FastenTech, Inc.

Unaudited ProForma Consolidated Statement of Operations

Nine Months Ended June 30, 2003

(In thousands)

	FastenTech, Inc. Nine Months Ended June 30, 2003			Rolls-Royce Evansville from October 1, 2002 to February 28, 2003			Pro Forma Adjustments			Pro Forma
	(Unaudited)			(Unaudited)						(Unaudited)
Net sales	$	151,800		$	7,738		$	—		$	159,538
Cost of sales		103,196			5,791			—			108,987
Gross profit		48,604			1,947			—			50,551
Selling, general, and administrative expenses		25,746			528			—			26,274
Operating income		22,858			1,419			—			24,277
Other income (expense), net		1,439			—						1,439
Interest expense		(15,513	)		(65	)		(406	) (a)		(15,984	)
Loss on early extinguishment of debt		(2,615	)		—			—			(2,615	)
Income before provision for income taxes and minority interest		6,169			1,354			(406	)		7,117
Income tax expense (benefit)		2,468			526			(147	) (b)		2,847
Income before minority interest		3,701			828			(259	)		4,270
Minority interest in income of subsidiaries		(45	)		—			—			(45	)
Net income	$	3,656		$	828		$	(259	)	$	4,225

(a) Pro forma inerest expense represents interest expense on the borrowings of $9,500 incurred to finance the acquisition for the period from October 1, 2002 to February 28, 2003 using an interest rate of 11.9% which approximated our borrowing rate during such period.

(b) Reflects the income tax effect of using a 40.0% effective tax rate for the Evansville Operations of Rolls-Royce Corporation and adjustment (a).

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FastenTech, Inc.

Unaudited ProForma Consolidated Statement of Operations

Fiscal Year Ended September 30, 2002

(In thousands)

	FastenTech, Inc. Year Ended September 30, 2002			Rolls-Royce Evansville Year Ended September 30, 2002			Pro Forma Adjustments			Pro Forma
	(Audited)			(Unaudited)						(Unaudited)
Net sales (c)	$	208,798		$	42,218		$	—		$	251,016
Cost of sales		140,237			30,182			—			170,419
Gross profit		68,561			12,036			—			80,597
Selling, general, and administrative expenses (d)		36,749			1,330			—			38,079
Restructuring and nonrecurring charges		(452	)		—			—			(452	)
Operating income		32,264			10,706			—			42,970
Other income (expense), net		2,619			—			—			2,619
Interest expense		(19,266	)		(206	)		(791	) (a)		(20,263	)
Income before provision for income taxes and minority interest		15,617			10,500			(791	)		25,326
Income tax expense		6,663			4,072			74	(b)		10,809
Income before minority interest		8,954			6,428			(865	)		14,517
Minority interest in income of subsidiaries		(1,185	)		—			—			(1,185	)
Net income	$	7,769		$	6,428		$	(865	)	$	13,332

(a) Pro forma interest expense represents interest expense on the borrowings of $9,500 incurred to finance the acquisition for the year ended September 30, 2002 using an interest rate of 10.5% which approximated our borrowing rate.

(b) Reflects the income tax effect of using a 42.7% effective tax rate for the Evansville Operations of Rolls-Royce Corporation and adjustment (a).

(c) Net sales of Rolls-Royce Evansville are primarily to one customer. Pro forma net sales during the last twelve months ended June 30, 2003 were $25,786.

(d) Selling, general and administrative expenses for FastenTech, Inc. includes $2,530 of goodwill amortization expense that is non-recurring.

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated statement of operations data and other financial data for each of the fiscal years ended September 30, 2000, 2001 and 2002 and the selected consolidated balance sheet data as of September 30, 2001 and 2002 were derived from our historical consolidated financial statements that have been audited by Ernst & Young LLP, whose report appears elsewhere in this prospectus. The selected consolidated statement of operations and other financial data for the fiscal years ended September 30, 1998 and 1999 and the selected consolidated balance sheet data as of September 30, 1998, 1999 and 2000 were derived from our historical consolidated financial statements that have been audited by Ernst & Young LLP which are not included in this prospectus. The selected consolidated financial data and other financial data for the nine-month period ended June 30, 2002 and 2003 and the selected consolidated balance sheet data as of June 30, 2002 and 2003 were derived from our unaudited consolidated financial statements, which, in the opinion of our management, include all adjustments necessary for a fair presentation in accordance with accounting principles generally accepted in the United States.

The summary financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and the related notes, and our unaudited condensed consolidated interim financial statements and the related notes, each included elsewhere in this prospectus.

	Fiscal year ended September 30,															Nine Months Ended June 30,
(Dollars in thousands)	1998			1999			2000			2001			2002			2002			2003
																(Unaudited)
Statement of operations data:
Net sales (1)	$	63,623		$	126,671		$	197,794		$	212,173		$	208,798		$	157,301		$	151,800
Cost of sales		48,801			94,119			141,272			143,989			140,237			106,366			103,196
Gross profit		14,822			32,552			56,522			68,184			68,561			50,935			48,604
Selling, general and administrative expenses		11,714			18,296			34,099			36,744			36,749			26,384			25,746
Restructuring and non-recurring charges		—			—			—			3,153			(452	)		—			—
Operating income		3,108			14,256			22,423			28,287			32,264			24,551			22,858
Interest expense		(4,234	)		(11,273	)		(19,597	)		(22,596	)		(19,266	)		(14,351	)		(15,513	)
Loss on early extinguishment of debt		—			—			—			—			—			—			(2,615	)
Other income (expense), net		160			1,522			(533	)		(973	)		2,619			2,183			1,439
Income (loss) before income taxes and minority interest		(966	)		4,505			2,293			4,718			15,617			12,383			6,169
Income tax expense		(267	)		1,625			1,256			2,108			6,663			5,287			2,468
Minority interest in income of subsidiaries		(644	)		(301	)		(986	)		(1,020	)		(1,185	)		(1,191	)		(45	)
Income before cumulative effect of a change in accounting principle		(1,343	)		2,579			51			1,590			7,769			5,905			3,656
Cumulative effect on prior years (to September 30, 2000) of adoption of a new accounting pronouncement		—			—			—			(619	)		—			—			—
Net income (loss)	$	(1,343	)	$	2,579		$	51		$	971		$	7,769		$	5,905		$	3,656
Net income (loss) excluding goodwill amortization(6)		(1,098	)		3,263			1,358			2,366			9,219			6,979			3,656
Net income (loss) applicable to common stockholders(7)		(1,343	)		414			(2,933	)		(2,892	)		3,392			3,219			1,702
Other financial data:
EBITDA, as defined (2)	$	5,242		$	22,186		$	31,830		$	40,251		$	47,952		$	36,552		$	30,175
EBITDA margin (3)		8.2	%		17.5	%		16.1	%		19.0	%		23.0	%		23.2	%		19.9	%
Depreciation and amortization(4)	$	2,618		$	6,709		$	10,926		$	14,576		$	14,254		$	11,009		$	8,538
Capital expenditures		3,174			5,041			7,373			4,492			4,623			3,058			4,108
Cash used for acquisitions		58,318			39,277			85,373			5,225			6,216			6,075			9,988
Cash flow from operations		2,261			4,333			20,972			36,097			31,103			22,151			10,973
Ratio of earnings to fixed charges(5)		—			1.4x			1.1x			1.2x			1.8x			1.9x			1.6x

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	Fiscal year ended September 30,															Nine Months Ended June 30,
(Dollars in thousands)	1998			1999			2000			2001			2002			2002			2003
																(Unaudited)
Selected balance sheet data (at end of period):
Cash and cash equivalents	$	1,725		$	1,908		$	3,541		$	8,641		$	10,983		$	11,207		$	5,102
Working capital		19,196			34,382			50,204			38,701			42,718			36,658			57,845
Goodwill		31,794			57,281			93,510			91,597			94,006			95,892			95,131
Total assets		116,291			169,729			268,918			259,635			251,540			259,955			263,537
Total debt (including short-term borrowings)		103,121			142,434			204,310			186,044			174,716			177,996			183,000
Minority interests		1,010			2,694			4,204			4,927			1,492			621			1,309
Redeemable preferred stock		23,600			32,199			35,699			31,994			31,994			31,994			27,851
Stockholders’ equity (deficiency in assets)		(30,954	)		(30,167	)		(20,308	)		(23,329	)		(19,443	)		(16,151	)		(13,281	)

(1) Net sales increased in fiscal years 1999, 2000 and 2001 due primarily to our acquisitions of Specialty Bar Products Co. in March 1999, Progressive Stamping Co. in March 2000 and the Nelson Stud Welding Division of TRW, Inc. in March 2000.

(2) EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA is presented in this manner because we believe it is a widely accepted financial indicator of a company’s ability to service and/or incur indebtedness. EBITDA is also used by management to measure and evaluate the performance of the Company. However, EBITDA, as defined, should not be considered as an alternative to net income as a measure of operating results or to cash flows as a measure of liquidity in accordance with generally accepted accounting principles. Since EBITDA, as defined, is not calculated identically by all companies, the presentation in this prospectus may not be comparable to those disclosed by other companies. In addition, the definition of EBITDA, as defined, differs from the definition of Consolidated EBITDA applicable to the covenants for the notes.

(3) EBITDA margin is defined as EBITDA, as defined, divided by net sales.

(4) Depreciation and amortization as presented will not agree with the audited consolidated statements of cash flows due to the inclusion of certain equipment depreciation of $0.4 million for fiscal year 2001, and the exclusion of the amortization of deferred financing costs included in interest expense of $0.6 million, $0.8 million, $0.6 million and $0.7 million for fiscal years 1999, 2000, 2001 and 2002, respectively.

(5) For purposes of computing the ratio of “earnings” to fixed charges, earnings represent the sum of income (loss) before income taxes and fixed charges. Fixed charges represents the sum of interest expense, the interest portion of rental expense and the amortization of debt issuance costs. In fiscal year 1998, earnings were insufficient to cover fixed charges by $1.0 million.

(6) Net income excluding goodwill amortization is defined as net income plus goodwill amortization of $0.2 million, $0.7 million, $1.3 million, $1.4 million, $1.5 million, $1.1 million, and $0.0 million for the fiscal years ended 1998, 1999, 2000, 2001, 2002, and the nine months ended June 30, 2002 and 2003, respectively. Pursuant to the adoption of SFAS No. 142 on October 1, 2002, goodwill is no longer amortized.

(7) Net income (loss) applicable to common stockholders is defined as net income less preferred stock dividends of $0.0 million, $2.2 million, $3.0 million, $3.9 million, $4.4 million, $2.7 million, and $2.0 million for the fiscal years ended 1998, 1999, 2000, 2001, 2002, and the nine months ended June 30, 2002 and 2003, respectively.

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Set forth below is a reconciliation of EBITDA, as defined, to net income and net cash provided by operating activities:

	Fiscal year ended September 30,															Nine Months Ended June 30,
(Dollars in thousands)	1998			1999			2000			2001			2002			2002			2003
																(Unaudited)
EBITDA	$	5,242		$	22,186		$	31,830		$	40,251		$	47,952		$	36,552		$	30,175
Add (subtract):
Income tax (expense) benefit		267			(1,625	)		(1,256	)		(2,108	)		(6,663	)		(5,287	)		(2,468	)
Interest expense		(4,234	)		(11,273	)		(19,597	)		(22,596	)		(19,266	)		(14,351	)		(15,513	)
Depreciation		(2,193	)		(5,335	)		(8,649	)		(11,931	)		(11,530	)		(8,984	)		(8,400	)
Amortization		(425	)		(1,374	)		(2,277	)		(2,645	)		(2,724	)		(2,025	)		(138	)
Net income (loss)		(1,343	)		2,579			51			971			7,769			5,905			3,656
Add (subtract):
Depreciation		2,193			5,335			8,649			11,931			11,530			8,984			8,400
Amortization		425			1,374			2,277			2,645			2,724			2,025			138
Noncash interest expense		—			615			2,757			4,442			5,687			4,137			4,024
Loss on early extinguishment of debt		—			—			—			—			—			—			2,615
Deferred income taxes		(256	)		1,325			320			(263	)		3,532			—			—
Cumulative effect of a change in accounting principle		—			—			—			938			—			—			—
Minority interest in income of subsidiaries		644			301			986			1,020			1,185			1,185			45
Loss (gain) on sale of property, plant and equipment		—			(1,482	)		540			—			—			—			—
Loss on foreign currency translation		—			—			—			—			156			—			—
Unrealized gain (loss) on interest rate swap		—			—			—			2,673			(1,444	)		(854	)		(1,418	)
Changes in working capital and other operating items		598			(5,713	)		5,392			11,740			(36	)		769			(6,487	)
Net cash provided by operating activities	$	2,261		$	4,334		$	20,972		$	36,097		$	31,103		$	22,151		$	10,973

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We issued and sold an aggregate principal amount of $145 million of the old notes to the initial purchasers on April 24, 2003. The initial purchasers subsequently sold the old notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Because the old notes are subject to transfer restrictions, we, the subsidiary guarantors and the initial purchasers entered into a registration rights agreement dated May 1, 2003 under which we agreed:

• to prepare and file with the Securities and Exchange Commission the registration statement of which this prospectus is a part;

• on or before November 27, 2003, to complete the exchange offer;

• upon the effectiveness of the registration statement, to offer the new notes in exchange for surrender of the old notes; and

The registration statement is intended to satisfy in part our obligations relating to the old notes under the registration rights agreement.

Under existing interpretations of the Securities and Exchange Commission, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents that:

• it is acquiring the new notes in the ordinary course of its business;

• it has no arrangement or understanding with any person to participate in the distribution of the new notes; and

• it is not our affiliate, as that term is interpreted by the Securities and Exchange Commission.

However, broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement regarding resales of the new notes. The Securities and Exchange Commission has taken the position that broker-dealers receiving new notes in the exchange offer may fulfill their prospectus delivery requirements relating to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with this prospectus. Under the registration rights agreement, we are required to allow broker-dealers receiving new notes in the exchange offer and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Terms of The Exchange Offer; Period For Tendering Old Notes

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal (which together constitute the exchange offer), we will accept for exchange old notes which are properly tendered on or prior to the expiration date of the exchange offer and not withdrawn as permitted below. The expiration date of the exchange offer shall be 5:00 p.m., New York City time, on                 , 2003, unless extended by us, in our sole discretion.

As of the date of this prospectus, $175.0 million aggregate principal amount of the old notes are outstanding (including $30.0 million aggregate principal amount of the old notes held by CVC Capital Funding, LLC). This prospectus, together with the Letter of Transmittal, is first being sent on or about                 , 2003 to all holders of old notes known to us (other than CVC Capital Funding, LLC). Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to conditions as set forth under “—Conditions to the Exchange Offer” below.

We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for any exchange of any old notes, by giving notice of the extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under “—Conditions to the Exchange Offer.” We will give notice of any extension, amendment, non-acceptance or termination to the holders of

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the old notes as promptly as practicable, the notice in the case of any extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer.

Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer.

Procedures for Tendering Old Notes

The tender to us of old notes by a holder of old notes as set forth below and the acceptance of the tender by us will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal. Except as set forth below, a holder who wishes to tender old notes for exchange under the exchange offer must transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by the Letter of Transmittal, to BNY Midwest Trust Company at the address set forth below under “—Exchange Agent” on or prior to the expiration date of the exchange offer. In addition, the exchange agent must receive:

• certificates for the old notes along with the Letter of Transmittal, or

• prior to the expiration date of the exchange offer, a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account at The Depository Trust Company in accordance with the procedure for book-entry transfer described below, or

• the holder must comply with the guaranteed delivery procedure described below.

The method of delivery of old notes, Letters of Transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send Letters of Transmittal or old notes to us.

Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

• by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instruction” or “Special Delivery Instruction” on the Letter of Transmittal; or

• for the account of a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States. If old notes are registered in the name of a person other than a signer of the Letter of Transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the signature on the old notes guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and who wishes to tender, should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender on the owner’s own behalf, the owner must, prior to completing and executing the Letter of Transmittal and delivering the owner’s old notes, either (1) make appropriate arrangements to register ownership of the old notes in the owner’s name or (2) obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our sole discretion. This determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer, other than any involving regulatory approvals, as to any particular old notes before the expiration date of the exchange offer (including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer), except as required by law. Any waiver in respect of any condition of the exchange offer will apply to all old notes tendered. The interpretation of the terms and conditions of the exchange offer as to any particular old notes before the expiration date of the exchange offer (including the Letter of Transmittal and the instructions to the Letter of Transmittal) by us shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a

29

reasonable period of time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity regarding any tender of old notes for exchange, nor shall any of them incur any liability for failure to give notification.

If the Letter of Transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing, and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder of old notes will represent to us in writing that, among other things:

• the new notes acquired in the exchange offer are being obtained in the ordinary course of business of the holder and any beneficial holder;

• neither the holder nor any beneficial holder has an arrangement or understanding with any person to participate in the distribution of the new notes; and

• neither the holder nor any other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of our company. If the holder is not a broker-dealer, the holder must represent that it is not engaged in nor does it intend to engage in distribution of the new notes.

If any holder or any other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of ours, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes to be acquired in the exchange offer, the holder or any other person (1) may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If the holder is a broker-dealer, the holder must represent that it will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Acceptance of Old Notes For Exchange; Delivery Of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date of the exchange offer, all old notes properly tendered, and will issue the new notes promptly after acceptance of the old notes. See “—Conditions to the Exchange Offer” below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered old notes for exchange when, as and if we have given oral and written notice to the exchange agent.

The new notes will bear interest from the most recent date to which interest has been paid on the old notes, or if no interest has been paid on the old notes, from May 1, 2003. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from May 1, 2003. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer and will be deemed to have waived their rights to receive accrued interest on the old notes.

In all cases, issuance of new notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of (1) certificates for the old notes or a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account at The Depository Trust Company, (2) a properly completed and duly executed Letter of Transmittal and (3) all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, other than any involving regulatory approvals, or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the old notes (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company according to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to an account maintained with the Depository Trust Company) promptly after the expiration of the exchange offer.

Book-Entry Transfer

Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent’s account at The Depository Trust

30

Company in accordance with The Depository Trust Company’s procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at The Depository Trust Company, the Letter of Transmittal or facsimile of the Letter of Transmittal with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth below under “—Exchange Agent” on or prior to the expiration date of the exchange offer, unless the holder has strictly complied with the guaranteed delivery procedures described below.

We understand that the exchange agent has confirmed with The Depository Trust Company that any financial institution that is a participant in The Depository Trust Company’s system may utilize The Depository Trust Company’s Automated Tender Offer Program to tender old notes. We further understand that the exchange agent will request, within two business days after the date the exchange offer commences, that The Depository Trust Company establish an account for the old notes for the purpose of facilitating the exchange offer, and any participant may make book-entry delivery of old notes by causing The Depository Trust Company to transfer the old notes into the exchange agent’s account in accordance with The Depository Trust Company’s Automated Tender Offer Program procedures for transfer. However, the exchange of the old notes so tendered will only be made after timely confirmation of the book-entry transfer and timely receipt by the exchange agent of, in addition to any other documents required, an appropriate Letter of Transmittal with any required signature guarantee and an agent’s message, which is a message, transmitted by The Depository Trust Company and received by the exchange agent and forming part of a confirmation of a book-entry transfer, which states that The Depository Trust Company has received an express acknowledgment from a participant tendering old notes which are the subject of the confirmation of a book-entry transfer and that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce the agreement against that participant.

Guaranteed Delivery Procedures

If a registered holder of the old notes desires to tender the old notes and the old notes are not immediately available, or time will not permit the holder’s old notes or other required documents to reach the exchange agent before the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may nonetheless be effected if:

• the tender is made through a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States;

• prior to the expiration date of the exchange offer, the exchange agent received from the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) and Notice of Guaranteed Delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of old notes and the amount of old notes tendered, stating that the tender is being made and guaranteeing that within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or commercial bank or trust company having an office or correspondent in the United States with the exchange agent; and

• the certificates for all physically tendered old notes, in proper form for transfer, or a confirmation of a book-entry transfer, as the case may be, and all other documents required by the Letter of Transmittal are received by the exchange agent within five New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

Tenders of old notes may be withdrawn at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth below under “—Exchange Agent.” Any notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn (including the principal amount of the old notes); and

• where certificates for old notes have been transmitted specify the name in which the old notes are registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the

31

United States unless the holder is a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility. All questions as to the validity, form and eligibility (including time of receipt) of the notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder (or in the case of old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company according to the book-entry transfer procedures described above, the old notes will be credited to an account maintained with The Depository Trust Company for the old notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the expiration date of the exchange offer.

Conditions To The Exchange Offer

Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the expiration of the exchange offer, we determine that:

• the exchange offer does not comply with any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission;

• we have not received all applicable governmental approvals; or

• any actions or proceedings of any governmental agency or court exist which could materially impair our ability to consummate the exchange offer.

The foregoing conditions, other than any involving regulatory approvals, are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion prior to the expiration of the exchange offer. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any event we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

BNY Midwest Trust Company has been appointed as the exchange agent for the exchange offer. All executed Letters of Transmittal should be directed to the exchange agent at the address set forth below:

Bank of New York

Corporate Trust Operations - Reorganization Unit

101 Barclay Street – 7 East

New York, N.Y. 10286

Attention: Mr. Bernard Arsenec

Questions and requests for assistance, requests for additional copies of this prospectus or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

Bank of New York

Corporate Trust Operations - Reorganization Unit

101 Barclay Street – 7 East

New York, N.Y. 10286

Attention: Mr. Bernard Arsenec

(212)-815-5098

Delivery other than as set forth above will not constitute a valid delivery.

32

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees.

The expenses to be incurred in connection with the exchange offer will be paid by us. These expenses include fees and expenses of the exchange agent and trustee under the indenture governing the notes, accounting and legal fees and printing costs, among others.

Accounting Treatment

The new notes will be recorded at the same carrying amount as the old notes, which is the principal amount as reflected in our accounting records on the date of the exchange and, accordingly, no gain or loss will be recognized. The debt issuance costs will be capitalized and amortized to interest expense over the term of the new notes.

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Consequences Of Failure To Exchange; Resales Of New Notes

Holders of old notes who do not exchange their old notes for new notes in the exchange offer will continue to be subject to the restrictions on transfer of the old notes as set forth in the legend on the old notes as a consequence of the issuance of the old notes in accordance with exemptions from, or in transactions not subject to, the registration requirements of, the Securities Act and applicable state securities laws. Old notes not exchanged in accordance with the exchange offer will continue to accrue interest at 11¹/₂% per annum and will otherwise remain outstanding in accordance with their terms. Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the exchange offer. In general, the old notes may not be offered or sold unless registered under the Securities Act, except in accordance with an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. However, (1) if because of any change in law or in applicable interpretations by the staff of the Securities and Exchange Commission, we are not permitted to effect the exchange offer, (2) if the exchange offer is not consummated by November 27, 2003, (3) if any initial purchaser so requests that the old notes not eligible be exchanged for new notes in the exchange offer and held by it following consummation of the exchange offer or (4) if any holder of old notes (other than a broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making or other trading activities) is not eligible to participate in the exchange offer or, in the case of any holder of old notes (other than a broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making or other trading activities) that participates in the exchange offer, does not receive new notes in exchange for old notes that may be sold without restriction under state and federal securities laws, we are obligated to file a shelf registration statement on the appropriate form under the Securities Act relating to the old notes held by such persons.

Based on interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, we are of the view that new notes issued in accordance with the exchange offer may be offered for resale, resold or otherwise transferred by the holders (other than (1) any holder which is an “affiliate” of us within the meaning of Rule 405 under the Securities Act or (2) any broker-dealer that purchases notes from us to resell in accordance with Rule 144A or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of the holders’ business and the holders have no arrangement or understanding with any person to participate in the distribution of the new notes. If any holder has any arrangement or understanding regarding the distribution of the new notes to be acquired in accordance with the exchange offer, the holder (1) could not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. A broker-dealer who holds old notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge in the Letter of Transmittal that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.” We have not requested the staff of the Securities and Exchange Commission to consider the exchange offer in the context of a no-action letter, and there can be no assurance that the staff would take positions similar to those taken in the interpretive letters referred to above if we were to make a no-action request.

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In addition, to comply with the securities laws of applicable jurisdictions, the new notes may not be offered or sold unless they have been registered or qualified for sale in the applicable jurisdictions or an exemption from registration or qualification is available and is complied with. We have agreed, under the registration rights agreement and subject to specified limitations therein, to register or qualify the new notes for offer or sale under the securities or blue sky laws of the applicable jurisdictions in the United States as any selling holder of the notes reasonably requests in writing.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

We are a leading manufacturer and marketer of highly engineered specialty fasteners and other fastening systems that provide critical applications to a broad range of end-markets, including the automotive and light truck, construction, industrial, military, power generation, and medium- and heavy-duty truck markets. Based upon our experience in the industry, it is our belief that our products hold leading positions in the majority of markets that we serve. Our net sales over the last three fiscal years have increased from $197.8 million in fiscal year 2000 to $208.8 million in fiscal year 2002, due primarily to our acquisitions of Progressive Stamping Co. and the Nelson Stud Welding Division of TRW, Inc. in March 2000. Before giving effect to these acquisitions, net sales have declined over the last 24 months due to the economic downturn in the heavy-duty truck, power generation, construction, industrial and automotive and light truck markets.

In late 2000, we hired a new management team to increase our operational efficiency and to develop a focused growth strategy. During fiscal year 2001, we implemented a comprehensive operational restructuring plan, which is intended to improve our long-term competitive position and lower our cost structure. As part of this plan, during fiscal years 2001 and 2002 we reduced the number of our employees, primarily in our businesses that serve the heavy-duty truck, construction, industrial and automotive and light truck markets and capitalized on certain outsourcing of operations and consolidated buying power. We recognized a charge to operations of $3.2 million in fiscal year 2001 to cover severance and outplacement costs related to employee termination and certain other exit costs. In fiscal year 2002, $0.5 million of the restructuring charge was reversed due to a reassessment of manufacturing strategy in our stud welding business. These efforts along with productivity improvements in our factories enabled us to achieve total cost reductions of $13.8 million during fiscal years 2001 and 2002. As a result, we realized a significant improvement in operating margin from 11.3% in fiscal year 2000 to 15.5% in fiscal year 2002.

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Results of Operations

The following table sets forth certain statements of operations data expressed as percentage of net sales:

	Fiscal year ended September 30,						Nine months ended June 30,
	2000		2001		2002		2002		2003
							(Unaudited)
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	71.4	%	67.9	%	67.2	%	67.6	%	68.0	%
Gross profit	28.6	%	32.1	%	32.8	%	32.4	%	32.0	%
Selling, general and administrative expense	17.2	%	17.3	%	17.6	%	16.8	%	16.9	%
Restructuring and non-recurring charges	—		1.5	%	(0.2	)%	—		—
Operating income	11.3	%	13.3	%	15.5	%	15.6	%	15.1	%
Interest expense	9.9	%	10.6	%	9.2	%	9.1	%	10.2	%
Loss on early extinguishment of debt	—		—		—		—		1.8	%
Other income (expense), net	(0.3	)%	(0.5	)%	1.3	%	1.4	%	0.9	%
Income before provisions for income taxes and minority interest	1.2	%	2.2	%	7.5	%	7.9	%	4.0	%
Income tax expense	0.6	%	1.0	%	3.2	%	3.4	%	1.6	%
Minority interest in income of subsidiaries	(0.5	)%	(0.5	)%	(0.6	)%	(0.8	)%	—
Income before cumulative effect of a change in accounting principle	—		0.7	%	3.7	%	3.8	%	2.4	%
Cumulative effect on prior years	—		(0.3	)%	—		—		—
Net income	—		0.5	%	3.7	%	3.8	%	2.4	%

Nine months ended June 30, 2003 compared with nine months ended June 30, 2002

Net sales. Net sales for the nine months ended June 30, 2003, were $151.8 million, a decrease of $5.5 million, or 3.5% from the $157.3 million for the nine months ended June 30, 2002. Excluding revenues from the acquisition of the Evansville Operations of Rolls-Royce Corporation of $8.1 million, net sales decreased $13.6 million, or 8.6% from the nine months ended June 30, 2002. Military sales increased 17.9% for the nine months ended June 30, 2003 compared to 2002 due to increased demand related to the ongoing defense efforts of the United States. For the nine months ended June 30, 2003, industrial sales increased 13.1% from the nine months ended June 30, 2002 due to the introduction of new products and increased demand from existing customers. Automotive and light truck sales decreased 5.8% for the nine months ended June 30, 2003 compared to 2002 due to a decrease in the car build production causing decreased demand from existing customers. Sales in the power generation market decreased 47.4% due to decreased demand from existing customers related to the significant decline in the power industry. Sales in the heavy-duty truck industry decreased 14.9% due to decreased demand from existing customers and sales in the construction market remained relatively stable, decreasing 2.7% for the nine months ended June 30, 2003 compared to 2002.

Gross profit. Gross profit of $48.6 million for the nine months ended June 30, 2003, was down $2.3 million, or 4.6% from the $50.9 million reported at June 30, 2002. As a percentage of net sales, gross profit decreased to 32.0% for the nine months ended June 30, 2003, compared to 32.4% for the same period last year. The decrease in gross profit relates to the reduction in sales volumes in the power generation, truck and automotive markets for the nine months ended June 30, 2003 and more significantly in the three months ended June 30, 2003 as fixed costs have remained relatively stable on decreased sales. Also, profit margins realized in the expanding industrial markets have been less than gross profits in other markets. In addition, increased wages and benefits for existing employees have reduced profit margins in the nine months ended June 30, 2003. These reductions in gross profit were slightly offset by productivity and cost reduction initiatives. Based on current information, management expects gross profit percentages to remain between 31.0% and 32.0% in the next 12 months.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $.6 million, or 2.4%, from $26.4 million for the nine months ended June 30, 2002, to $25.7 million for the nine months ended June 30, 2003. As a percentage of net sales, selling, general and administrative expenses increased from 16.8% for the nine months ended June 30, 2002 to 16.9% for the nine months ended June 30, 2003. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to reserves established for one specific customer, selling, general and administrative costs of the acquired business and lower sales offset by the elimination of the amortization of goodwill following the adoption of FAS 142, effective October 1, 2002.

Operating income. Operating income decreased $1.7 million, or 6.9% from $24.6 million at June 30, 2002, to $22.9 million at June 30, 2003. As a percentage of net sales, operating income decreased from 15.6% for the nine months ended June 30, 2002 to 15.1% for the nine months ended June 30, 2003. The decrease in operating income as a percentage of net sales reflects decreased sales volumes and increased wages and benefits partially offset by productivity and cost reduction initiatives as well as elimination of the amortization of goodwill.

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Interest expense. Interest expense increased $1.2 million, or 8.1%, to $15.5 million for the nine months ended June 30, 2003 from $14.4 million for the nine months ended June 30, 2002. Interest expense on senior credit facilities decreased $3.1 million for the nine months ended June 30, 2003 compared to the nine months ended June 30, 2002. The decrease was a result of the pay down of outstanding principal under the senior credit agreements in August, 2002, which was funded by the issuance of a senior subordinated note and the payoff of the remaining principal on May 1, 2003, which was funded by the issuance of the Senior Notes. In addition, interest on other notes decreased $1.0 million as a result of the pay down of all outstanding principal on May 1, 2003, in conjunction with the issuance of the Senior Notes. These decreases were more than offset by interest expense of $1.8 million associated with the senior subordinated note issued in August, 2002 and $3.3 million associated with the Senior Notes issued on May 1, 2003. Average debt balances were $176.2 million and $182.4 million for the nine months ended June 30, 2003 and 2002, respectively. The weighted average interest rate incurred for the nine months ended June 30, 2003 and 2002, was 11.7% and 10.5%, respectively. Noncash interest expense of $4,024 and $4,137 for the periods ended June 30, 2003 and 2002, respectively, relates to the amortization of debt issuance costs and interest that is accrued, but not paid on the 18% senior subordinated notes issued March 2000 payable to CVC. These notes were paid off in conjunction with the Senior Notes issued in May 2003.

Loss on early extinguishment of debt. In connection with the payoff of all existing debt due to the issuance of the Senior Notes in May 2003, the Company recorded a loss on early extinguishment of debt of $2.6 million related to the write-off of debt issuance costs and premiums paid on certain debt payoffs offset by a gain on the early extinguishment of debt. In accordance with SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”, the Company recorded this charge as a component of income from continuing operations during the nine months ended June 30, 2003.

Other income (expense). Other income decreased $.7 million to income of $1.4 million for the nine months ended June 30, 2003 from $2.2 million for the nine months ended June 30, 2002, due to mark to market adjustments on our interest rate swaps and a gain recognized as a result of curtailing certain pension and postretirement medical benefit plans in the nine months ended June 30, 2002 .

Income tax expense. Income tax expense decreased $2.8 million to $2.5 million for the nine months ended June 30, 2003 from $5.3 million for the nine months ended June 30, 2002. Our consolidated effective income tax rate was 40.0% for the nine months ended June 30, 2003 compared to 42.7% for the nine months ended June 30, 2002. Our consolidated effective income tax rate decreased due to the elimination of non-deductible interest expense related to the 18% subordinated notes that were repaid in conjunction with the Notes Offering and the elimination of non-deductible goodwill amortization related to the adoption of SFAS No. 142. On a normalized basis, management believes the effective tax rate will approximate 40.0%.

Net income. Net income decreased $2.2 million, or 38.1%, to income of $3.7 million for the nine months ended June 30, 2003 from $5.9 million for the nine months ended June 30, 2002. This decrease was due to the loss on early extinguishment of debt of $2.6 million, a decrease in operating income of $1.7 million, offset by a decrease of minority interest in income of subsidiaries of $1.1 million.

Fiscal year 2002 compared with fiscal year 2001

Net sales. Net sales decreased $3.4 million, or 1.6%, to $208.8 million in fiscal year 2002 from $212.2 million in fiscal year 2001. Military sales decreased 22.9% for the year ended September 30, 2002 compared to 2001 due to decreased demand from the United States Government. For the year ended September 30, 2002, industrial sales decreased 7.6% from the year ended September 30, 2001 due to decreased sales from existing customers related to a decline in the industrial economy. Automotive and light truck sales increased 3.6% for the year ended September 30, 2002 compared to 2001 due to an increase in the car build production. Sales in the power generation market increased 4.0% due to fulfilling backlog of customer demand. Sales in the heavy-duty truck industry increased 4.8% due to increased demand from existing customers. For the year ended September 30, 2002, sales in the construction industry decreased 5.5% compared to 2001 due to decreased demand from existing customers related to the decline in general economic conditions.

Gross profit. Gross profit increased $0.4 million, or 0.6%, to $68.6 million in fiscal year 2002 from $68.2 million in fiscal year 2001. As a percentage of net sales, gross profit improved to 32.8% in fiscal year 2002 from 32.1% in fiscal year 2001. The improvement in gross profit as a percentage of net sales was primarily attributable to productivity improvements, certain outsourcing of operations and consolidated buying power, partially offset by a decrease in sales volume.

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Selling, general and administrative expenses. Selling, general and administrative expenses of $36.7 million remained level in fiscal year 2002 compared to fiscal year 2001. As a percentage of net sales, selling, general and administrative expenses increased to 17.6% in fiscal year 2002 from 17.3% in fiscal year 2001. The increase in selling, general and administrative expenses as a percentage of net sales was due primarily to an increase in engineering and marketing for our new welding systems and royalty expenses associated with our pierce fastener product. These increases were partially offset by cost reductions resulting from our 2001 restructuring plan.

Restructuring and non-recurring charges. During fiscal year 2001, we implemented our comprehensive operational restructuring plan, which was intended to improve our long-term competitive position and lower our cost structure. A reserve was established with a charge to operations of $3.2 million to cover severance and outplacement costs relating to employee terminations and certain other exit costs. During fiscal year 2002, $0.5 million of the reserve was reversed due to a reassessment of manufacturing strategy in our stud welding business.

Operating income. Operating income increased to $32.3 million in fiscal year 2002 from $28.3 million in fiscal year 2001. Excluding the effect of restructuring and non-recurring charges, operating income increased $0.4 million, or 1.2%, to $31.8 million in fiscal year 2002 from $31.4 million in fiscal year 2001. Excluding the effect of restructuring and non-recurring charges, operating income as a percentage of net sales increased to 15.2% in fiscal year 2002 from 14.8% in fiscal year 2001. This increase was primarily attributable to productivity improvements and cost reductions resulting from our 2001 restructuring plan.

Interest expense. Interest expense decreased $3.3 million, or 14.7%, to $19.3 million in fiscal year 2002 from $22.6 million in fiscal year 2001, due primarily to lower levels of debt associated with the $16.0 million prepayment of debt in fiscal year 2001 and lower LIBOR. Average debt balances were $180.8 million and $195.2 million for the year ended September 30, 2002 and 2001, respectively. The weighted average interest rate incurred for the years ended September 30, 2002 and 2001, was 10.5% and 11.6%, respectively. Noncash interest expense of $4,984 and $4,182 for the years ended September 30, 2002 and 2001, respectively, relates to the amortization of debt issuance costs and interest that is accrued, but not paid on the 18% senior subordinated notes issued March 2000 payable to CVC.

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Other income (expense), net. Other income (expense), net, increased $3.6 million to income of $2.6 million for fiscal year 2002 from an expense of $1.0 million in fiscal year 2001. The increase was due primarily to an increase in mark to market adjustments on our interest rate swaps of $4.1 million, partially offset by a reduction of investment income.

Income tax expense. Our consolidated effective income tax rate was 42.7% in fiscal year 2002 compared with 44.7% in fiscal year 2001. Our consolidated effective income tax rate decreased due to an increase in pre-tax income and the resulting dilution of permanent differences including non-deductible interest expense related to the 18% subordinated notes and non-deductible goodwill amortization. Our consolidated effective income tax rate also decreased due to a dilution in state income taxes due to the increase in pre-tax income. In addition, in 2001, the foreign effective tax rate was reduced due to enacted tax reforms. This rate change resulted in a reduction of our net deferred tax liability, generating a credit against the US consolidated effective tax rate (US rate). Our foreign effective tax rate for 2002 and 2001 approximated the US rate.

Net income. Net income increased $6.8 million to $7.8 million in fiscal year 2002 from $1.0 million in fiscal year 2001. This increase was due primarily to an increase in operating margins, other income, reduction of interest expense and a lower effective tax rate.

Fiscal year 2001 compared with fiscal year 2000

Net sales. Net sales increased $14.4 million, or 7.3%, to $212.2 million in fiscal year 2001 from $197.8 million in fiscal year 2000, due primarily to fiscal year 2000 acquisitions ($39.8 million). Before giving effect to these acquisitions, net sales declined $25.4 million, or 11.4%, to $212.2 million in fiscal year 2001 from $237.6 million in fiscal year 2000. Military sales increased 33.5% for the year ended September 30, 2001 compared to 2000 due to increased demand from the United States Government. For the year ended September 30, 2001, industrial sales decreased 15.7% from the year ended September 30, 2000 due to a decrease in customer demand related to the decline in the industrial market. Automotive and light truck sales decreased 16.8% for the year ended September 30, 2001 compared to 2000 due to a loss of market share. Sales in the power generation market increased 12.3% due to increased demand in the power industry. Sales in the heavy-duty truck industry decreased 37.2% due to a significant decline in demand from existing customers. For the year ended September 30, 2001, sales in the construction industry were flat with sales for the year ended September 30, 2000.

Gross profit. Gross profit increased $11.7 million, or 20.6%, to $68.2 million in fiscal year 2001 from $56.5 million in fiscal year 2000. As a percentage of net sales, gross profit increased to 32.1% in fiscal year 2001 from 28.6% in fiscal year 2000. The improvement in gross profit as a percentage of net sales reflects primarily the realization of reduced costs generated by our operational restructuring plan in fiscal year 2001, productivity improvements and a favorable product mix.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $2.6 million, or 7.8%, to $36.7 million in fiscal year 2001 from $34.1 million in fiscal year 2000. As a percentage of net sales, selling, general and administrative expenses increased to 17.3% in fiscal year 2001 from 17.2% in fiscal year 2000. The increase in selling, general and administrative expenses was due primarily to acquisitions made in fiscal year 2000 that were partially offset by cost reductions resulting from our operational restructuring plan.

Restructuring and non-recurring charges. In fiscal year 2001, we implemented our comprehensive operational restructuring plan, which is intended to improve our long-term competitive position and lower our cost structure. A reserve was established with a charge to operations of $3.2 million to cover severance and outplacement costs related to employee terminations and certain other exit costs.

Operating income. Operating income increased to $28.3 million in fiscal year 2001 from $22.4 million in fiscal year 2000. Excluding the effect of the restructuring charge in fiscal year 2001, operating income increased $9.0 million, or 40.2%, to $31.4 million in fiscal year 2001 from $22.4 million in fiscal year 2000. As a percentage of net sales, operating income, excluding the effect of the restructuring charge, increased to 14.8% in fiscal year 2001 from 11.3% in fiscal year 2000. This increase reflects primarily the realization of reduced costs generated by our operational restructuring plan in fiscal year 2001, productivity improvements and a favorable product mix.

Interest expense. Interest expense, net, increased $3.0 million, or 15.3%, to $22.6 million in fiscal year 2001 from $19.6 million in fiscal year 2000, due primarily to higher levels of debt associated with our fiscal year 2000 acquisitions offset by lower LIBOR. Average debt balances were $195.2 million and $173.4 million for the year ended September 30, 2001 and September 30, 2000, respectively. The weighted average interest rate incurred for the years ended September 30, 2001 and 2000, was 11.6% and 11.3%, respectively. Noncash interest expense of $4,182 and $1,950 for the years ended September 30, 2001 and 2000, respectively, relates to the

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amortization of debt issuance costs and interest that is accrued, but not paid on the 18% senior subordinated notes issued March 2000 payable to CVC. The increase in noncash interest expense relates to a full year of interest on the 18% senior subordinated notes in 2001 compared to approximately six months in 2000.

Other income (expense), net. Other expense, net, decreased $0.4 million to $1.0 million in fiscal year 2001 from $0.5 million in fiscal year 2000, due primarily to gains associated with the termination of a benefit plan in fiscal year 2001 offset by the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which resulted in a mark to market charge of $2.7 million related to our interest rate swaps. In fiscal year 2000, we recognized a loss on the discontinuance of an operation in the United Kingdom in the amount of $0.6 million.

Income tax expense. Our consolidated effective income tax rate was 44.7% in fiscal year 2001 compared with 54.8% in fiscal year 2000. Our consolidated effective income tax rate decreased due to an increase in pre-tax income and the resulting dilution of permanent differences including non-deductible interest expense related to the 18% subordinated notes and non-deductible goodwill amortization. Our consolidated effective income tax rate also decreased due to a dilution in state income taxes due to the increase in pre-tax income. In 2000, our foreign effective tax rate was higher than the US rate. In 2000, our foreign operations were generating tax losses, therefore we reported a credit against the US rate. In 2001, the foreign effective tax rate was reduced due to enacted tax reforms. This rate change resulted in a reduction of our net deferred tax liability, generating a credit against the US rate. Our foreign effective tax rate for 2001 approximated the US rate.

Net income. Net income increased to $1.0 million in fiscal year 2001 from $0.1 million in fiscal year 2000. This increase in net income was due primarily to an increase in operating margins, other income and a lower effective income tax rate.

Restructuring and asset impairment charge

In response to an economic downturn in the markets and management’s intent to lower its cost structure and improve efficiencies, the Company implemented a comprehensive operational restructuring plan (Restructuring Plan) in the fiscal year ended September 30, 2001. A reserve was established with a charge to operations for $3,153 to cover severance and outplacement costs related to employee terminations related to approximately 320 hourly and salaried employees and certain other exit costs. Through September 30, 2001, the Company terminated the employment of approximately 240 employees.

During the year ended September 30, 2002, the Company continued to implement certain portions of the Restructuring Plan and $452 of the restructuring reserve representing approximately 20 employees whose employment was not terminated was reversed due to a reassessment of strategic objectives. As of September 30, 2002, all of the employees associated with the Restructuring Plan had their employment with the Company terminated.

The accrual for the Restructuring Plan is included in accrued liabilities in the accompanying consolidated balance sheet and consisted of the following:

2001	Employee termination and severance cost			Other			Total
Total restructuring charges	$	3,091		$	62		$	3,153
Cash payments		(1,876	)		—			(1,876	)
Reserve balances at September 30, 2001	$	1,215		$	62		$	1,277
2002
Cash payments		(729	)		(20	)		(749	)
Reversals of 2001 restructuring charges		(410	)		(42	)		(452	)
Reserve balances at September 30, 2002	$	76		$	—		$	76
2003
Cash payments		(76	)		—			(76	)
Reserve balance at June 30, 2003	$	—		$	—		$	—

Under the Restructuring Plan, we realized cash savings of approximately $9.5 million in 2001 and approximately $3.5 million in 2002 as a result of reductions in payroll costs directly related to restructuring activities. These cash savings were attributable to permanent payroll reductions.

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Liquidity and Capital Resources

Our short-term liquidity needs include required debt service, day-to-day operating expenses, working capital requirements and the funding of capital expenditures. Long-term liquidity requirements include principal payments of long-term debt and funding of acquisitions. Our principal sources of cash to fund our short-term liquidity needs consist of cash generated by operations and borrowings under the revolving portion of our existing credit facilities. As of September 30, 2003, under the Credit Agreement, there were $8.0 million of borrowings with an availability of $31.9 million, subject to limits defined in the Credit Agreement. No revolving borrowings were outstanding under the Credit Agreement as of September 30, 2002.

Nine months ended June 30, 2003 compared with nine months ended June 30, 2002

Cash provided by operating activities decreased $11.2 million to $11.0 million for the nine months ended June 30, 2003 from $22.2 million for the nine months ended June 30, 2002. This decrease was primarily related to lower earnings and cash used for working capital. Cash used for working capital was $4.4 million for the nine months ended June 30, 2003 compared to cash provided by working capital of $.3 million for the nine months ended June 30, 2002. During the nine months ended June 30, 2003, accounts receivable increased $4.6 million and inventory increased $8.2 million. Excluding the acquisition of the Evansville Operations of Rolls-Royce Corporation, accounts receivable increased $2.6 million and inventory increased $3.0 million. Days sales outstanding increased from approximately 55 days at September 30, 2002 to approximately 59 days at June 30, 2003. This increase is primarily due to slower paying customers due to the economic conditions. Although the accounts receivable aging has deteriorated slightly, we believe that our current receivable reserve is adequate to cover any potential collection issues. Days of inventory increased from approximately 99 days at September 30, 2002 to approximately 106 days at June 30, 2003. The increase is primarily due to the production of inventory for new products and decreased sales volumes. During the nine months ended June 30, 2003, the inventory obsolescence reserve has been increased by approximately $1.0 million related primarily to the preliminary purchase accounting adjustments that have been calculated for the acquisition of the Evansville Operations of Rolls-Royce Corporation.

Cash used in investing activities increased $5.0 million to $14.1 million for the nine months ended June 30, 2003 from $9.1 million for the nine months ended June 30, 2002. This increase was due primarily to the acquisition of the Evansville Operations of Rolls-Royce Corporation, operated in Evansville, Indiana. We expect capital expenditures for fiscal year 2003 to be approximately $5.0 million, of which approximately $4.1 million has been spent through the first nine months of fiscal year 2003. The anticipated increase in cash used in investing activities from fiscal year 2002 levels is, among other things, to support equipment and tooling for new product launches.

Cash used for financing activities was $2.7 million for the nine months ended June 30, 2003 compared to $10.5 million for the nine months ended June 30, 2002. Cash used for financing for the nine months ended June 30, 2003 was for the net debt payoff in conjunction with the $175.0 million offering of the Senior Notes issued in May 2003 and the repurchase of certain preferred stock. Cash used in financing activities for the nine months ended June 30, 2002 was for debt amortization requirements.

Fiscal year 2002 compared with fiscal year 2001

Cash provided by operating activities decreased $5.0 million, or 13.8%, to $31.1 million in fiscal year 2002 from $36.1 million in fiscal year 2001. This decrease was primarily attributable to the decrease in cash provided by working capital of $4.9 million in fiscal year 2002 compared to fiscal year 2001. This decline was a result of an increase in working capital investment required in the introductions of new products to the automotive and light truck, construction and power generation markets, as well as changes in the market of our raw material suppliers.

Cash used in investing activities increased $1.1 million to $10.8 million in fiscal year 2002 from $9.7 million in fiscal year 2001. This increase was due primarily to redemptions with former owners of certain subsidiaries of the Company in which the Company negotiated a settlement of a contingent cash consideration for additional purchase price based upon the attainment of certain preestablished performance goals as well as the negotiated redemption of outstanding subsidiary preferred and common stock.

Cash used in financing activities decreased $3.3 million to $17.9 million in fiscal year 2002 from $21.3 million in fiscal year 2001. This decrease was due primarily to the decrease in net borrowings and repayments of long-term obligations of $4.7 million as a result of prepayments of indebtedness under our credit facilities in fiscal year 2001. This decrease was partially offset by a decrease in proceeds from the sales of common and redeemable preferred stock of $1.3 million.

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Fiscal year 2001 compared with fiscal year 2000

Cash provided by operating activities increased $15.1 million, or 72.1%, to $36.1 million in fiscal year 2001 from $21.0 million in fiscal year 2000. This increase was primarily attributable to management’s focus on reducing working capital and an increase in net income. Cash provided by working capital increased $15.6 million in fiscal year 2001 as a result of improvements in the terms with certain suppliers, our concentration on the collection of accounts receivable and our focus on inventory reduction.

Cash used in investing activities decreased $83.0 million to $9.7 million in fiscal year 2001 from $92.7 million in fiscal year 2000. This decrease was due primarily to our fiscal year 2000 acquisitions and a decrease in capital expenditures. Capital expenditures decreased to $4.5 million in fiscal year 2001 from $7.4 million in fiscal year 2000, due principally to a reduction in investments as a result of the general economic conditions.

Cash used in financing activities increased $94.7 million to $21.3 million in fiscal year 2001 from net cash provided by financing activities of $73.5 million in fiscal year 2000. This increase was due primarily to debt issued in fiscal year 2000 related to the acquisition of the Nelson Stud Welding Division of TRW, Inc. and Progressive Stamping Co. and prepayments of $16.0 million of

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indebtedness under our credit facilities. The increase was offset slightly by net proceeds from the sale of common and redeemable preferred stock to management in fiscal year 2001.

We believe that cash generated from operations, together with the amounts available under our Credit Agreement, will be adequate to meet our debt service requirements, capital expenditures and working capital needs for at least the next 12 months although no assurance can be given. As of June 30, 2003, our Consolidated Coverage Ratio, as defined, was 2.07 to 1.00. The covenants under the Senior Notes state that we may not incur any additional indebtedness unless the Consolidated Coverage Ratio is at least 2.00 to 1.00. However, if we fall below the Ratio of 2.00 to 1.00, we may continue to borrow under the Credit Agreement, subject to certain restrictions. Our future operating performance will be dependent on future economic conditions and financial, business and other factors that are beyond our control. We believe we are now significantly better positioned to capitalize on our history of manufacturing expertise and benefit from the anticipated economic recovery.

The following table summarizes our contractual obligations and commercial commitments at June 30, 2003:

	Cash Payments Due by Period
(Dollars in millions)	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt	$	183.0	$	8.0		—		—	$	175.0
Operating leases		8.2		2.8		3.6		1.3		0.5
Total contractual cash obligations	$	191.2	$	10.8	$	3.6	$	1.3	$	175.5

We are also a party to various other obligations that could create future payments, which include a potential earn out of up to $5.0 million related to the acquisition of the Evansville Operations of Rolls-Royce Corporation and dividends on the preferred stock of the Company as described under “Description of Our Capital Stock.” At June 30, 2003, the total amount of accrued and unpaid dividends was approximately $16.9 million. This table of contractual obligations excludes the contractually obligated interest payments related to the Senior Notes, which approximates $20.1 million each fiscal year.

Market risk

We are exposed to various market risks, including changes in commodity prices, foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. Our policy is to not enter into derivatives or other financial instruments for trading or speculative purposes. We periodically enter into financial instruments to manage and reduce the impact of changes in interest rates.

The Company manages its fixed and floating rate debt mix, within defined limitations, using refinancings and unleveraged interest rate swaps. The Company will enter into fixed and floating interest rate swaps to alter its exposure to the impact of changing interest rates on consolidated results of operations and future cash outflows for interest. Fixed rate swaps are used to reduce the Company’s risk of increased interest costs during periods of rising interest rates. Floating rate swaps are used to convert the fixed rates of long term borrowing into short-term variable rates. Interest rate swap contracts are thus used by the Company to separate interest rate risk management from debt funding decisions.

At June 30, 2003, we had total debt of $183.0 million. This debt comprises fixed rate debt of $175.0 million and floating rate debt of $8.0 million. The pre-tax earnings and cash flow impact in 2003 resulting from a one percentage point increase in interest rates on our variable rate debt would be approximately $0.1 million, holding other variables constant. A one percentage point increase in interest rates would not materially impact the fair value of the fixed rate debt.

A portion of our revenues was derived from manufacturing operations in Europe. The results of operations and financial position of our foreign operations are principally measured in their respective currency and translated into U.S. dollars. The effects of foreign currency fluctuations in Europe are somewhat mitigated by the fact that expenses are generally incurred in the same currency in which revenues are generated. The reported income of these subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency.

Our strategy for management of currency risk relies primarily upon conducting our operations in a country’s respective currency and may, from time to time, also involve hedging programs intended to reduce our exposure to currency fluctuations. Management believes the effect of a 100 basis point movement in foreign currency rates versus the dollar would not have materially affected our financial position or results of operations for the periods presented.

We do not use derivatives to manage our commodity price risks, however we do enter into fixed price contracts with steel suppliers. These contracts allow us to purchase steel at a fixed price, reducing our exposure to higher costs, however, if steel prices decline, we are allowed to purchase from other suppliers. We do not believe that these contracts are material as there is no firm commitment on quantities that we must purchase. Our risks related to commodity price risk has historically not been material. We do not expect the effects of this risk to be material based on the economic conditions and markets which we operate.

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Critical Accounting Policies

It is important to understand our significant accounting policies in order to understand our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make estimates and assumptions that affect amounts reported in our consolidated financial statements and the accompanying notes. Actual results are likely to differ from those estimates, but we do not believe such differences will materially affect our financial position or results of operations for the periods presented in this report.

Derivative financial instruments

Effective October 1, 2000, we adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Pursuant to this statement, all derivative instruments are recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in fair value are recognized currently in earnings unless the instrument qualifies for hedge accounting. Under hedge accounting, changes are recorded as a component of other comprehensive income to the extent the hedge is considered effective.

We have two separate interest rate swap agreements outstanding with notional amounts totaling in aggregate $73.0 million that were scheduled to mature in June 2003. In conjunction with the issuance of the Senior Notes, the interest rate swap agreements were settled and terminated in May 2003. Changes in fair market value of the swap agreements are recognized as an increase or decrease to current earnings. During the fiscal years ended September 30, 2002 and 2001 we recognized $1.4 million in income and $2.7 million of expense related to these swap agreements, respectively.

Pension and post-retirement benefits other than pensions

Annual net periodic expense and benefit liabilities under our defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Each September, we review the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy.

The expected rates of return on pension plan assets of 9.0 to 9.5% for fiscal 2002 and 2001 are based on consultation with our actuaries and represent our expected long-term rate of return on plan assets. The rate of return assumptions selected by us reflect our estimate of the average rate of earnings expected on the funds invested or to be invested in order to provide for future participant benefits to be paid out over time. As part of this estimate of our rate of return, our actuary contemplated the composition of our plans’ actual investment policies, as well as the expected long-term rates of return for the various categories of investment vehicles within the plans. Although the plan has incurred substantial investment losses in recent years, we believe that the rate of return is reasonable based on the expected long-term rates of returns, the composition of the plan assets and the plans’ investment policies. As of September 30, 2002 and 2001, debt instruments comprise approximately 43% and 35% of the total plan assets, respectively. For the years ended September 30, 2002 and 2001, we recognized income related to the expected return on plan assets. For the years ended September 30, 2002 and 2001, we elected to curtail certain salaried pension and postretirement medical benefit plans. The curtailment resulted in a gain of approximately $1.3 million and $1.2 million, respectively, which has been reported in other income.

Inventory

Inventories are valued at the lower of cost or market. Inventory costs determined by the last in, first out (LIFO) method accounted for 6% and 8% of the inventory at June 30, 2003 and September 30, 2002, respectively. The remaining inventory costs are determined using the first in, first out (FIFO) method. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimate forecast of product demand, production requirements and our ability to sell excess inventory in the marketplace.

Our inventory reserve substantially exceeds the level of actual write-offs for the nine months ended June 30, 2003 and for the year ended September 30, 2002. The remaining reserves are to properly state inventory amounts at the lower of cost or market for products that will be disposed of or will be sold below cost.

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Receivables

Receivables are presented net of allowances for doubtful accounts of $1.6 million and $1.3 million at June 30, 2003 and September 30, 2002, respectively. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts; we do not believe that significant credit risk exists. Our receivable reserve substantially exceeds the level of actual write-offs for the nine months ended June 30, 2003 and for the year ended September 30, 2002. The remaining reserves have been calculated on a consistent basis in the past and relate to customers for which we believe collection is not certain.

Goodwill and Other Intangible Assets

Effective October 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The new standard requires, at a minimum, an annual assessment of the carrying value of goodwill and other intangibles with indefinite useful lives. If the carrying value of goodwill or an intangible asset exceeds its fair value, an impairment loss will be recognized.

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BUSINESS

We are a leading manufacturer and marketer of highly engineered specialty fasteners and fastener systems that provide critical applications to a broad range of end-markets, including the automotive and light truck, construction, industrial, military, power generation, and medium- and heavy-duty truck markets. Based upon our experience in the industry, we believe that our products hold leading positions in the majority of markets that we serve. We believe that substantially all of our fiscal year 2002 net sales were in defensible market niches where we hold a leading market position in the United States. In the majority of cases, we developed the proprietary products that created the market niches in which we compete. Our success is attributable to our strong brands and trade names, the highly engineered content of our products and our significant commitment to our customers, which includes offering one-stop shopping for design and applications engineering, equipment and tooling to install certain products, just-in-time inventory management, and post-sale service and support. As a result, we believe our products and services generally provide our customers a lower total cost solution for their fastening needs. For the twelve months ended June 30, 2003, our net sales, operating income, EBITDA (defined as net income before interest, taxes, depreciation and amortization), and EBITDA margin (defined as EBITDA divided by net sales) were $203.3 million, $30.6 million, $41.6 million and 20.5%, respectively.

In late 2000, we hired a new management team to increase our operational efficiency and develop a focused growth strategy while maximizing free cash flow generation. Since that time, during a significant economic downturn, our new management team reduced costs by $13.8 million through fiscal 2002, improved EBITDA margins from 16.1% in fiscal year 2000 to 20.5% for the twelve months ended June 30, 2003, generated significant free cash flow, reduced our total debt, and reduced our ratio of total net debt to EBITDA, as defined, from 6.0 times in fiscal year 2000 to 4.3 times for the twelve months ended June 30, 2003. We believe we are well positioned to exploit internal growth opportunities and benefit from the anticipated economic recovery.

Since fiscal year 2000, excluding acquisitions, we have seen a decline in net sales due primarily to the economic downturn in the heavy-duty truck, power generation, construction, industrial and automotive and light truck markets. In addition, for the most recent three and nine months ended June 30, 2003, we have seen a decrease in our gross margin percentages primarily due to decreased sales volumes. Since fiscal year 2001 and most significantly in the nine months ended June 30, 2003, we have seen a decline in our free cash flow primarily due to cash being used for working capital. In addition, we have a negative balance in our stockholders’ equity of ($13.3 million). This negative balance resulted from the recapitalization of the Company’s predecessor in fiscal 1998 in which the excess purchase price paid was recorded as a reduction to stockholders’ equity as the assets and liabilities were recorded at their historical bases. Since fiscal year 2000, there has been a general downturn in the economy and a significant decline in the heavy-duty truck market. Because of these factors, we may need to record a noncash impairment charge to goodwill of up to $37.5 million in the fourth quarter of fiscal 2003.

Our History

FabriSteel Products was founded in 1920 to produce fasteners for the automotive industry. FabriSteel Products was incorporated in June 1954, following the introduction of our self-piercing fastener systems. In 1962, we formed Profile Steel and Wire Co. to produce cold rolled shaped wire for our pierce nuts. In March 1998, Citicorp Venture Capital Ltd. entered into an agreement to recapitalize and reorganize FabriSteel Products, Inc. The recapitalization resulted in Citicorp Venture Capital owning a majority of the capital stock of FabriSteel and created a platform for consolidation of the highly fragmented fastener industry. In June 1998, we acquired 81.5% of the common stock of The Ferry Cap & Set Screw Company, a manufacturer of critical fasteners used primarily in large diesel engines. In March 1999, we acquired 80% of the common stock of Specialty Bar Products Company, a manufacturer of large, highly engineered fasteners used primarily in gas turbine engines for power generation and pins and bushings for military track vehicles.

In March 2000, we engaged in an agreement and plan of merger, pursuant to which FabriSteel became our wholly-owned subsidiary, and FabriSteel stockholders became our stockholders. Concurrently with the agreement and plan of merger, we acquired the Nelson Stud Welding division of TRW, Inc., a manufacturer and distributor of weld stud fastener systems to the automotive, construction and industrial industires worldwide, and 90% of Progressive Stamping Co. (DE), Inc., a manufacturer of automotive sub-assemblies. Since 1999, we have acquired all of the minority interest of common stock of Ferry Cap, Progressive and Specialty Bar that existed at the time of the original transactions.

On February 28, 2003, we acquired substantially all of the assets and certain liabilities of the Evansville Operations of Rolls-Royce Corporation that manufactures high temperature diffusion-bonded components for the power generation and aerospace industries.

Competitive Position

Our competitive position includes:

Leading market positions and strong brands. We believe that the competitive strength of our established brands and our leading U.S. niche market positions provide us with a significant competitive advantage. We believe that substantially all of our fiscal year 2002 net sales were from products in defensible niche markets where we hold a leading market position in the United States. Our strong brands and trade names, such as Nelson, FabriSteel, Multi-Fastener, Specialty Bar, Ferry Cap and Progressive, which have been developed over many years, symbolize the quality, reliability and service that have enabled us to maintain these leading niche market positions.

Product innovation through leading design and engineering capabilities. We design highly engineered products and systems that reduce costs and/or increase the reliability and durability of our customers’ products. Although our fasteners account for a small portion of a customer’s total product cost, they are critical to ensuring the reliability and durability of their products. As a result, we employ over 50 engineers to work with our customers to solve their current fastening problems and to develop next generation solutions to their fastening needs. These close customer relationships help us to provide innovative and customized solutions, which we believe differentiate us from our competitors. As our fasteners are usually engineered into our customers’ product at the beginning of the development process, we typically become the sole supplier for the life of the product. Our team participation approach with customers at the beginning of the new product design process places us in the unique position of providing critical fastening solutions that meet their demanding specifications for functionality and physical properties. Such properties include high tolerances for heat, strength, concentricity and vibration resistance. Our innovation is illustrated by the number of U.S. issued patents that we hold, which currently exceeds 110 patents.

Strong commitment to our customers. We are dedicated to meeting and exceeding the fastening needs of our customers. We believe we create substantial value for customers with our design and applications engineering, quality, on-time delivery, just-in-time inventory management, tooling and equipment to install certain products as well as post-sale service and support. As a result, we believe that we generally provide our customers a lower total cost solution for their fastening needs. We hold quality certifications for our products and processes, including QS 9000, ISO 9001, ISO 9002, VDA 6.1 and Ford Q1. These certifications assure our customers of our commitment to design and manufacturing excellence. We have received numerous awards from our customers recognizing us for superior quality, on-time delivery and design engineering support. We have long-standing relationships with several of our customers, at least twelve of whom we have served for over 25 years.

Diverse and stable customer base. We serve a wide variety of customers in diverse end-markets, such as automotive and light truck, construction, industrial, military, power generation and medium- and heavy-duty truck. The stability of our customer base is evidenced by our long-standing relationships with our customers, a number of whom we have served for over 25 years. Our diverse and stable customer base has helped, and we believe in the future will help, mitigate the effect of industry downturns.

FastenTech’s business is also subject to certain risks. For your information, see the “Risk Factors” section of this prospectus.

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Our Business Strategy

Our goal is to achieve attractive revenue growth through new product introductions, marketing initiatives and selective acquisitions while continuing to deliver strong operating margins, free cash flow (as defined below) and return on invested capital. Key strategies to attain our goal are as follows:

· Achieve revenue growth through product innovation and marketing initiatives. Our innovative marketing and engineering teams have established an impressive track record of working with our customers to design new products and new applications for existing products. For example, we recently launched a new proprietary digital line of welding equipment to provide our customers more flexible programming for the installation of our weld stud fasteners, faster weld times, more consistent welds and the application of weld studs to thinner metals. Another example of our product development is our new line of punching shear resistor, or PSR, studs, which are being used in the commercial construction market for the first time as an alternative to more labor-intensive methods to reinforce concrete floor and foundation slabs where large columns are used. The new PSR studs provide us with the opportunity to participate in the reinforced concrete market, which represents the only portion of the construction market niche into which we previously did not sell. In addition, we plan to continue to grow our revenues by expanding the application of our existing products. For example, we believe there is significant opportunity in the automotive and light truck market to increase the content per vehicle of our self-pierce fasteners by both replacing more labor-intensive traditional welds and expanding use of our self-pierce fasteners to other parts of the vehicle.

· Continue to leverage our ability to provide total fastening solutions to our customers. We offer customers the opportunity for one-stop shopping with our broad range of fastening systems and solutions. We have strong engineering teams who work closely with our customers in designing new products and new applications for existing products. In many cases, we work with high performance materials, such as inconel and stainless steel, to meet our customers’ rigid specifications. With the higher cost of these materials, first time quality consistency is critical in minimizing our cost to manufacture the product. We also provide our customers with systems for efficiently installing certain of our products. The welders we design, manufacture and market for our weld studs and the tooling we design, manufacture and market for our self-pierce fasteners provide our customers with an efficient and low total cost fastening solution. After the sale, we provide further value to our customers with services, such as training and maintenance for the welders and tooling. We believe our dedication to post-sale service helps our customers to maintain the productivity of their assembly lines and construction sites. In addition, we provide our customers with just-in-time inventory management which we believe makes their supply chains more efficient. We also have instituted cross-selling efforts among our various product specialists to increase our product penetration. For example, in the automotive market, our self-pierce fasteners, stud weld fasteners, and specialty assemblies sales teams are now able to present the entire complement of our products to the customer, resulting in business opportunities that previously would not have been available to us.

· Continue to improve productivity and quality. We place a high value on productivity and quality as a means to reduce costs and improve our competitive position. This discipline has enabled us to significantly improve operating margins, generate strong free cash flow and prepay debt during the difficult economic conditions of the last two years. During fiscal year 2001, we reduced the number of our employees by over 20% while substantially improving our productivity. This head count reduction resulted in cost savings of $9.5 million in fiscal year 2001. During fiscal year 2002, we further reduced the number of our employees by 6.7%, which resulted in cost savings of $3.5 million. In addition, during fiscal year 2002, we had additional cost savings of $0.8 million as a result of certain outsourcing of operations and consolidated buying power. We achieved our productivity gains by enhancing our unit production per labor hour, improving equipment utilization through faster changeovers and set-ups, reducing non-production labor costs, such as shipping, material handling and receiving, consolidating sales territories and eliminating redundant administrative functions. To achieve further productivity and quality improvements, we have established continuous improvement goals in our plants and track our progress on productivity and quality through such measures as unit production per labor hour, sales dollars per employee, component output per machine, and the number of customer complaints. This commitment to productivity should enable us to limit the need for rehiring during an economic recovery.

· Pursue select acquisitions to complement our business strategy. According to industry sources published in 2001, the U.S. industrial fastener industry is highly fragmented with between 200 and 300 significant manufacturers competing in the $10.4 billion market. We intend to primarily target successful companies operating in niches of the U.S. industrial fastener industry that will be accretive and complement our business strategy. Our criteria for acquisitions are well-defined: highly engineered products in niche markets where we can hold the number one or two market position; significant value-added for customers with emphasis on engineering and quality; opportunities for top line growth; and solid financial results. We place significant emphasis on post-acquisition integration with goals and tracking supported by a strong financial reporting and planning system.

· Increase our operating margins and free cash flow. We have significantly improved our financial results since our new management team started despite experiencing a decline in net sales due to the weak economy. As a result of our successful restructuring, continuous improvement culture, emphasis on lean manufacturing principles and commitment to free cash flow, we believe that we have significant opportunities to increase operating margins and free cash flow from any improvement in the broad

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industrial economy. We are committed to continuous improvement goals linked to incentive-based compensation, such as annual bonus targets and stock options. Our senior leadership team is highly motivated to successfully execute our business strategy primarily as a result of its significant cash equity investment in us.

Products and End Users

Our products include self-pierce fastener systems, weld stud fastener systems, high-stress fasteners, precision-machined fasteners and critical engine fasteners. Examples of various applications in which our products are used include automotive and light truck, bridge and commercial building construction, electrical enclosures for residential housing construction, industrial machinery and equipment, military track vehicles, industrial gas turbines for electric power generation, diesel electric power generators, natural gas compressors and diesel engines for medium- and heavy-duty trucks. Our key products, all of which are highly engineered and value-added, include:

· Self-pierce fastener systems. Self-pierce fasteners, which are primarily used in the automotive and light truck and industrial markets, mechanically pierce their own hole and stake themselves to a metal sheet or plastic panel. By becoming an integral part of a metal sheet or plastic panel, self-pierce fasteners provide improved attachment integrity and high resistance to twist, shear, pull and vibration. We also design and provide the proprietary equipment and tooling required to install self-pierce fasteners, providing a total systems offering to our customers that we believe is unique among our competitors. Self-pierce fastener systems often provide significant cost savings to our customers relative to other fastening technologies that are more labor-intensive.

· Weld stud fastener systems. Weld stud fasteners are welded to metal surfaces through the use of electricity without piercing the metal. This process provides a consistent weld quality and high torque retention, while providing fast assembly times relative to conventional fastening technologies. Our weld stud fastener systems are primarily used in the construction, automotive and light truck and industrial markets. We also produce a proprietary line of equipment used to install weld studs.

· High-stress fasteners. We produce connecting pins and bushings that hold the track tread together on military tracked vehicles. These products are fundamental to the reliable functioning of these military vehicles. High-strength steel alloys are machined to military specifications to meet demanding performance requirements under harsh training and combat conditions.

· Precision machined fasteners. We produce connecting hardware for turbine rotor assemblies in power generation equipment. These products are critical to the performance of the turbines because the extreme operating parameters inherent to high energy generation require high performance metal alloy components machined to exacting tolerances to assure reliable and durable performance.

· Critical engine fasteners. Critical engine fasteners are used for specific applications where the fastener is integral to the structural design of medium- and heavy-duty truck engines. By maintaining their structural integrity in high heat environments, these fasteners are essential to ensuring the long-term durability of these engines as they are operated under punishing conditions.

Based upon our experience in the industry, it is our belief that our products hold leading positions in the majority of the niche markets we serve in the United States. Our success is attributable to our recognized brands and trade names, the highly engineered content of our products and our strong commitment to our customers, which includes offering one-stop shopping for design and applications engineering, equipment and tooling to install certain products, just-in-time inventory management, and post-sale service and support. As a result, we believe our products and services generally provide our customers a lower total cost solution for their fastening needs.

Customers

We serve a diverse range of customers in a variety of industries, including the automotive and light truck, construction, industrial, military, power generation, and medium- and heavy-duty truck markets. For the twelve months ended June 30, 2003, our top customer accounted for 6.9% of our net sales and our top ten customers accounted for 41.7% of our net sales. Net sales to customers located outside of the United States accounted for 24.5% of our net sales for the twelve months ended June 30, 2003.

We have established long-term relationships with many of our customers and can trace some relationships back more than 25 years. We believe that the duration of these relationships is attributable to our innovative products, our strong design and engineering capabilities and our commitment to quality and customer service. We have received numerous awards from our customers recognizing us for superior quality, on-time delivery and design engineering support.

Marketing and Sales

We market our products primarily through our direct sales force of 105 employees and a number of our engineers, which has been critical to our success in maintaining customer loyalty and building new customer relationships. In order to supplement our direct

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sales force, we also use a worldwide network of approximately 32 distributors for our construction and industrial products. Distributors accounted for 3.1% of our net sales for the twelve months ended June 30, 2003.

Our sales personnel are responsible for identifying new applications for our products, integrating our products during the early-stage design and engineering phases of our customers’ products and providing ongoing service for existing applications. We believe that the strong relationships we have developed with our customers enable us to not only identify new business opportunities, but also to compete based on the quality of our products and services, rather than exclusively on price. In addition, once our products have been engineered into the customer’s design, we typically remain the customer’s supplier for the life of the product.

We also have instituted cross-selling efforts among our various product specialists. For example, in the automotive market our self-pierce fastener, stud weld fasteners, and specialty assemblies sales teams are now able to present the entire complement of our products to the customer, resulting in business opportunities that previously would not have been available to us.

Competition

Competitive factors in the markets for our products include quality and reliability, cost, timely delivery, customer service and design and engineering capability. We also compete on the basis of new product innovation, product testing capability and our ability to reduce the time from concept to mass production. As our customers continue to designate fewer parts suppliers, we believe that the markets for our products will continue to consolidate and that a broad product offering will become even more of a competitive advantage. Our competitors include primarily privately-owned companies and small divisions of large public corporations.

We principally compete for new OEM business at the beginning of the development of new products by our customers. New product development generally begins two years before production. In our experience, once an OEM customer has designated a manufacturer for a specific application, it usually will continue to purchase those parts from the designated producer for the life of the product.

Although we face competition from other highly engineered product suppliers, based upon our experience in the industry we believe that we maintain a competitive advantage due to our leading positions in each of our niche markets. In the majority of cases, we developed the proprietary products that created the niche markets in which we compete. We believe that we enjoy a competitive advantage by using our engineering capabilities to help our customers choose the optimal product or systems for their particular application. Our international network of sales and service offices for our stud welding business staffed with engineers and sales personnel allows us to provide clients with this value-added advice, a service not all of our competitors provide.

Manufacturing

We believe that we enjoy a reputation with our customers for being a high quality, full service supplier capable of providing highly engineered fastening solutions. Our operating philosophy emphasizes delivering a high quality product, on time and at the lowest achievable cost. In order to meet these criteria, we must increasingly drive our operations toward shorter lead and cycle times, which in turn require increasingly higher standards of quality and closer communication with the customer. As a result, we continually review our manufacturing processes to identify areas for improvement. We update and maintain the various production and quality standards certifications as required by particular markets, such as QS 9000, ISO 9001, ISO 9002, VDA 6.1 and Ford Q1.

Due to the evolving purchasing and manufacturing policies of our customers, production and inventory control has emerged as the critical factor for coordinating and integrating our customers’ requirements with our scheduling and manufacturing processes. Responding to these changes, we have developed state of the art operating processes, which utilize the principles of “just in-time manufacturing” in our manufacturing operations. We believe that our operations are able to meet our customers’ changing product delivery requirements while increasing production efficiency.

Facilities

Our executive offices are located in Minneapolis, Minnesota. Our manufacturing and production operations are conducted at 13 facilities, located in North America and Europe. We also maintain seven warehouse, sales and service locations, supporting our weld stud activities in the construction and industrial markets. We believe that substantially all of our property and equipment is in good condition and that we have sufficient capacity to meet our manufacturing needs for the foreseeable future.

Six of our principal facilities are owned and fifteen of our principal facilities are held by lease. The leases for our principal facilities expire between October 2003 and March 2013.

The following table provides information regarding our principal facilities:

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Location	Approximate Square Footage	Primary Function	Interest
Walnut, California	6,000	Warehouse, Sales, Service	Leased
Hayward, California	4,500	Warehouse, Sales, Service	Leased
Bridgeview, Illinois	10,250	Warehouse, Sales, Service	Leased
Evansville, Indiana	55,000	Manufacturing	Leased
Taylor, Michigan	60,400	Manufacturing	Leased
Royal Oak, Michigan	58,200	Manufacturing	Owned
Romulus, Michigan	69,976	Manufacturing	Leased
Novi, Michigan	38,400	Manufacturing	Leased
Redford, Michigan	17,700	Manufacturing	Leased
Birmingham, Michigan	9,600	Manufacturing	Leased (1)
Minneapolis, Minnesota	3,000	Headquarters	Leased
Elyria, Ohio	175,000	Manufacturing	Owned
Cleveland, Ohio	151,000	Manufacturing	Owned (2)
Westlake, Ohio	30,720	Manufacturing	Leased
Blairsville, Pennsylvania	87,000	Manufacturing	Owned
Downington, Pennsylvania	9,000	Warehouse, Sales, Service	Leased
Greenville, South Carolina	36,000	Manufacturing	Owned
Irving, Texas	9,500	Warehouse, Sales, Service	Leased
Mississauga, Canada	10,000	Warehouse, Sales, Service	Leased
Herblay, France	5,000	Warehouse, Sales, Service	Leased
Gevelsberg, Germany	85,000	Manufacturing	Owned

(1) Lease is month-to-month.

(2) Building is owned, land is leased.

In addition to the facilities described above, we also maintain a number of sales offices in the United States and abroad.

Product Development

We believe a large part of our success is attributable to our commitment to innovation and product development. Our achievements in development are evidenced by our more than 110 U.S. issued patents and more than 15 U.S. patents pending or in process relating to our fastening technology. Coupled with foreign registrations, we have a total of more than 250 issued patents and more than 30 patents pending or in process. Our early participation in the design and engineering phase of our customers’ application needs allows us to continuously develop products and processes which either reduce the total applied costs for the customer, or increase reliability and durability. For example, by working closely with BMW in Europe, we were able to develop a new servo-welding systems to more cost effectively and reliably apply our weld studs in automotive production. Not only will we retool their production lines with this new equipment, we will be able to provide other customers with the improved product. Our in-house staff of over 50 engineering personnel help us maintain our development momentum.

It has been necessary, on occasion, to defend some of our patents or intellectual property rights. At the moment, we know of no infringement of our intellectual property rights, nor are we aware of any litigation issues outstanding, pending or threatened against us.

Raw Materials and Suppliers

The principal raw material used to produce our broad line of high-quality proprietary products is steel. Our steel suppliers have consistently delivered steel which meets our specified levels of quality and grade. We do not rely on any particular steel supplier since we purchase steel from a variety of sources. We have entered into three contracts which give us the right to purchase the

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majority of our steel needs at a fixed price, assuming we meet certain volume requirements, regardless of the fluctuation in the steel market. These contracts expire in December 2003.

In March 2002, the United States imposed tariffs on steel imports. These tariffs do not apply to steel rod, which represents a substantial majority of our steel purchases.

We employ just-in-time manufacturing and sourcing systems to meet customer requirements for faster deliveries and to minimize the need to carry significant inventory levels. We have not experienced any significant shortages of raw materials and normally do not carry inventories of raw materials or finished products in excess of those reasonably required to meet production and shipping schedules. For the twelve-month period ended June 30, 2003, raw material and component costs represented 32.8% of our net sales.

Employees

As of September 30, 2003, we had a total of 913 employees, of which approximately 49% are represented by labor unions. Sixty-seven employees are represented by I.G. Metall in Germany, where the contract expires in December 2003. The United Autoworkers Local 174 (formerly Local 157), representing 54 employees, is under contract until May 2004. The International Association of Machinists and Aerospace Workers, representing 65 employees, is under contract until June 2004. The United Autoworkers Local 933, representing 28 employees, is under contract until February 2005. We have an agreement with the United Steelworkers of America, representing 107 employees, which expires in November 2005. Lastly, the International Association of Machinists and Aerospace Workers, representing 129 of our employees, is under contract until February 2006.

The remainder of our workforce is non-unionized. We are not aware of any effort to unionize, or otherwise organize, these employees. We believe that our employee relations are good.

Environmental Matters

As with most industrial companies, our facilities and operations are required to comply with and are subject to a wide variety of environmental laws. Certain of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances, materials or wastes, pollutants or contaminants, including, in some instances, petroleum and petroleum products. Compliance with environmental laws also may require the acquisition of permits or other authorizations for certain activities and compliance with various standards or procedural requirements. Although we believe that our operations are in substantial compliance with current regulatory requirements under applicable environmental laws, the nature of our operations, and the history of industrial uses at some of our current and former facilities and prior operations of certain of our licensors, expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters.

Based upon our experience to date, the indemnities obtained in connection with past acquisitions and the indemnitors’ performance to date, we believe that the future cost of compliance with existing environmental laws (or liability for known environmental liabilities or claims) should not have a material adverse effect on our business, financial condition or results of operations. However, there can be no assurance that any available indemnities will be sufficient to cover all liabilities. Compliance with such laws has, and will, require expenditures by us on a continuing basis. Future events, such as changes in existing laws and regulations or their interpretation, may give rise to additional compliance costs or liabilities that could have a material adverse effect on our business, financial condition or results of operations. Compliance with more stringent laws or regulations, the discovery of currently unknown conditions as well as more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws, may require us to make additional expenditures that may be material.

Legal Proceedings

From time to time, we are party to various legal actions in the normal course of our business. We believe that we are not party to any litigation that, if adversely determined, would have a material adverse effect on our business, financial conditions and result of operations.

Acquisitions

Between June 1998 and March 2000, we engaged in a series of restructurings and acquisitions to bring our company to its present form. In March 1998, Citicorp Venture Capital Ltd. entered into an agreement with the Steward and Im’Oberstag families to

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recapitalize and reorganize FabriSteel Products, Inc., which provided $59.0 million in consideration to the former stockholders and resulted in Citicorp Venture Capital owning a majority of the capital stock of FabriSteel. In June 1998, FabriSteel, acquired 81.5% of the common stock of The Ferry Cap & Set Screw Company for $53.0 million in consideration. In March 1999, FabriSteel acquired 80% of the common stock of Specialty Bar Products Company. The former Specialty Bar stockholders received approximately $57.6 million in consideration from the transactions. In March 2000, we engaged in a recapitalization, pursuant to which FabriSteel became our wholly-owned subsidiary, and FabriSteel stockholders became our stockholders. In March 2000, we acquired the Nelson Stud Welding division of TRW, Inc. and 90% of Progressive Stamping Co. (DE), Inc. for $60.0 million and $25.3 million in consideration, respectively. Since 1999, we have acquired all of the capital stock of Ferry Cap and Progressive and all of the common stock of Specialty Bar retained by the former stockholders of Ferry Cap, Progressive and Specialty Bar, at the time of the original transactions, and have settled or satisfied our contingent consideration obligations to the former Specialty Bar stockholders.

On February 28, 2003, we acquired substantially all of the assets and certain liabilities of the Evansville Operations of Rolls-Royce Corporation that manufactures transition ducts. We acquired this business, including the accounts receivable, inventory, fixed assets, accounts payable and accrued liabilities, for a purchase price of $9.5 million in cash, subject to a post-closing adjustment and an earn out potential, which shall in no event exceed $5.0 million, based on the achievement of a three-year cumulative EBITDA target of the business acquired. We funded the acquisition with cash from operations and borrowings under our credit facility.

The Company has entered into an exclusive letter of intent to negotiate the purchase of a private manufacturer of stud welding equipment utilized in construction and general industrial markets. The Company has also entered into an exclusive letter of intent with a public corporation to negotiate the purchase of its fastener division, which serves similar markets. These arrangements represent an extension of our strategy of acquiring companies with highly engineered products, strong customers and niche market applications. These acquisitions would be subject to completion of our normal due diligence procedures and would be funded with cash on hand, borrowings under our revolving credit facility, or other financing arrangements, if needed.

Management

The following table sets forth certain information with respect to our directors and executive officers.

Directors and Executive Officers

Name	Age	Title
Richard J. Puricelli (1)(2)	65	Chairman of our board of directors
Ronald B. Kalich	55	President, Chief Executive Officer and director
Charles E. Corpening (1)(2)	38	Director
Sallie E. Snyder (1)(2)	62	Director

(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

Richard J. Puricelli has been Chairman of our board of directors since March 2000 and the Chairman of the board of directors of FabriSteel since 1998. Mr. Puricelli has been Chairman of JAC Products, a leading supplier of roof racks and accessories to automotive OEMs since 1997. From 1997 to 2001, he served as President and Chief Executive Officer of JAC Products. From 1995 to 1997, he was President of Modern Engineering, President of Atwood Automotive, a partner in Grisanti, Galef and Goldress, and Senior Vice President of JP Industries. Mr. Puricelli began his career with KPMG and later with Emerson Electric Company and Standard Oil of Ohio.

Ronald B. Kalich has been our President, Chief Executive Officer and a director since October, 2000. From 1999 to 2000, he was Chief Executive Officer and a director of National-Standard Company. From 1994-1999, Mr. Kalich was President of Getz Bros. & Co., a large international manufacturing and trading company in The Marmon Group. He has previously held top executive positions in various Forstmann Little & Co. holdings, as well as in Danaher and Cooper Industries. Mr. Kalich serves on the board of directors of The Carbide/Graphite Group and Thomas & Betts Company.

Charles E. Corpening has been our director since March 2000 and a director of FabriSteel since 1998. Mr. Corpening has been a partner of an affiliate of Citigroup Venture Capital Equity Partners, L.P., a newly-formed $2.6 billion private equity fund, since

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2002 and has been a vice president of Citicorp Venture Capital since 1994. Prior to joining Citicorp Venture Capital, Mr. Corpening was a vice president with Roundtree Capital Corporation, a private investment firm, from 1990 to 1994. Mr. Corpening was employed in the merchant banking division of Rockefeller Group from 1988 until 1990 and prior to that he worked in the mergers and acquisitions group of Paine Webber, Inc. Mr. Corpening serves on the board of directors of Royster-Clark, Inc.

Sallie E. Snyder has been our director since March 2000 and a director of FabriSteel since 1998. Mrs. Snyder was a major shareholder of Kean Manufacturing Corporation, one of the companies that Citicorp Venture Capital acquired as part of the formation of FabriSteel in 1998.

Director Compensation

Our directors do not receive compensation for their services as directors. Members of our board of directors are elected pursuant to a voting agreement among us and our stockholders. See “Certain Relationships and Related Transactions—Stockholders’ Agreement.”

Executive Compensation

Summary compensation

The following table summarizes the compensation paid or accrued for fiscal year 2002, to our President and Chief Executive Officer and our other most highly paid executive officer earning in excess of $100,000 during fiscal year 2002 (each such person being referred to as a “Named Executive Officer”).

	Annual Compensation
Name and Principal Position	Salary		Bonus (1)		Other annual compensation (2)		All Other Compensation (3)
Ronald B. Kalich President and Chief Executive Officer and Director	$	288,797	$	313,800	$	20,991	$	1,890
David L. Harbert Executive Vice President and Chief Financial Officer	$	215,287	$	165,000	$	18,090	$	5,250

(1) Amounts shown reflect bonuses with respect to fiscal year 2002 paid in fiscal year 2003.

(2) Amounts shown include company car, club dues and life insurance.

(3) Amounts shown reflect contributions to a FastenTech 401(k) plan and defined contribution retirement plan.

(4) As of October 1, 2003, the expiration of the term of his employment agreement with FastenTech, Mr. Harbert is no longer employed by FastenTech.

Employment Agreements

In October 2000, we entered into an employment agreement with Ronald B. Kalich that provides for him to serve as our president and chief executive officer until September 30, 2003 unless his employment is terminated earlier in accordance with the agreement’s terms. In December 2000, we entered into an employment agreement with David L. Harbert that provided for him to serve as our executive vice president and chief financial officer until September 30, 2003. We have the right to extend each of these employment agreements for an additional two-year period by providing written notice to the executive at least 90 days before the end of the employment term. Prior to 90 days before the end of Mr. Kalich’s employment term, we exercised our right to extend his employment agreement for an additional two-year period. We have not exercised our right to extend Mr. Harbert’s employment term under the terms of his employment agreement. Accordingly, Mr. Harbert’s employment term expired on September 30, 2003.

Under his agreement, Mr. Kalich is to be paid an annual salary of at least $250,000 subject to increase by our board of directors. In addition, this executive is eligible for annual bonus compensation. The target bonus for Mr. Kalich is 100% of his base salary. The employment agreements for Mr. Kalich and Mr. Harbert also provide that each executive will receive health and welfare benefits, long-term disability insurance and term life insurance benefits payable upon the death of the executive to the executive’s named beneficiaries. Each of the agreements contains customary non-competition, non-solicitation, in each case lasting two years, and confidentiality covenants.

In connection with his employment agreement, Mr. Kalich was granted options to purchase 38,373.8 shares of our Class A common stock under our stock option plan and purchased 38,373.8 shares of our Class A common stock and 30,288.3 shares of our Series E junior preferred stock, such Series E junior preferred stock was subsequently exchanged for an equal number of shares of our Series C junior preferred stock, in each case at a purchase price equal to $10 per share. In connection with his employment agreement,

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Mr. Harbert was granted options to purchase 28,780.4 shares of our Class A common stock and purchased 28,780.4 shares of our Class A common stock and 22,716.2 shares of our Series E junior preferred stock, such Series E junior preferred stock was subsequently exchanged for an equal number of shares of our Series C junior preferred stock in each case at a purchase price equal to $10 per share.

If, upon 30 days prior written notice, the executive terminates his employment for good reason, as defined in the applicable employment agreement, or we terminate the executive’s employment for any reason other than death or cause, including if we do not extend Mr. Kalich’s or Mr. Harbert’s employment agreement beyond September 30, 2003, we must make salary continuation payments to him equal to 100% of his annual base salary for one year. In addition, under such circumstances, we would be obligated to make 12 equal monthly payments that in the aggregate equal the average bonus compensation received by the executive during the previous two years. If the executive’s employment is terminated due to disability, these payments will be reduced by the amount of any disability payments made previously by us or under any of our plans.

We have an oral agreement with Richard J. Puricelli, the Chairman of our board of directors, pursuant to which Mr. Puricelli provides consulting services to us for a quarterly fee of $6,000 during fiscal year 2002 and $12,500 during fiscal year 2003. The agreement is terminable by either party upon notice.

FastenTech, Inc. 2001 Stock Incentive Plan

Our board of directors adopted the FastenTech, Inc. 2001 Stock Incentive Plan effective in April 2001. The plan provides for the grant of stock options, stock appreciation rights, dividend equivalents and restricted stock to officers, key employees, directors and consultants of ours and our subsidiaries and affiliates.

Purpose

The purpose of the plan is to promote the long-term financial success of us, our subsidiaries and our affiliates, to materially increase stockholder value by attracting and retaining outstanding officers, key employees, directors and consultants, to provide performance related incentives to motivate superior performance by these persons on our behalf and to allow these persons to acquire a greater stake and closer identity with us.

Administration

Our board of directors has appointed our compensation committee to administer the plan. The committee has full authority, subject to the terms of the plan, to do the following:

• interpret and administer the plan;

• select who among the eligible individuals will participate in the plan;

• accelerate the exercisability or vesting of any award;

• determine the terms, conditions and types of awards given under the plan; and

• resolve in its sole discretion all controversies and claims arising under the plan.

All determinations made by the committee are final, conclusive and binding on all persons.

Eligibility

Any officer, key employee, director or consultant providing services to us, our subsidiaries or our affiliates, provided that incentive stock options may only be granted to our or our subsidiaries’ employees.

Number of shares

The plan provides for the issuance of up to a total of 115,121.4 shares of our Class A common stock, subject to adjustments for stock splits, stock dividends and similar changes in our capitalization.

Types of awards

The plan provides for the grant of stock options. A stock option is a grant by us of the right to purchase a specified number of shares of our Class A common stock for a specified time period at a fixed price. Options may be either incentive stock options meeting the requirements of Section 422 of the Internal Revenue Code or non-qualified stock options. All options are evidenced by written option agreements containing the term and conditions of the options.

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The exercise price of an option is determined by the committee, but, in the case of incentive stock options, the exercise price will not be less than the fair market value of a share of Class A common stock on the date of grant (or 110% of such fair market value if the option is granted to any person who owns more than 10% of our combined voting power or of our subsidiaries at the time the option is granted to such holder). The exercise price of a non-qualified stock option may be at less than the fair market value on the date of grant. The term of an option is determined by the committee, but may not be greater than ten years (or five years for an incentive stock option granted to any person who owns more than 10% of our combined voting power or of any of our subsidiaries). Options generally are not transferable during the optionee’s lifetime, but the committee may grant an option that is transferable during the optionee’s lifetime provided the transfer complies with the optionee’s individual option agreement. Incentive stock options are transferable only after the death of the optionee by will or the laws of descent or distribution.

Options may be exercised in several ways, including by payment of the exercise price in cash or its equivalent, by delivery of qualified shares of our Class A common stock, or any combination of such methods, or, if permitted by the committee, with the proceeds of a loan from us.

In addition to options, the committee also may, at its discretion, grant:

Ÿ dividend equivalents in connection with option grants, which grant the recipient of an option the right to receive the equivalent value (payable in cash or our Class A common stock) of dividends paid on our Class A common stock;

Ÿ stock appreciation rights, which grant the recipient the right to receive the equivalent value (payable in cash or our Class A common stock) of the increase between the value of our Class A common stock on the grant date and the fair market value on the date of exercise; and

Ÿ restricted stock, which grants the recipient ownership of shares of our Class A common stock, subject to a vesting schedule and other limitations.

Changes in control

If a change in control occurs, the committee may, at its discretion, declare that all outstanding options and stock appreciation rights:

Ÿ become immediately and fully vested and exercisable;

Ÿ be canceled in exchange for a cash payment to the extent the amount the fair market value of the Class A common stock underlying the option or stock appreciation right on the date of the change of control exceeds the price of the option or the stock appreciation right;

Ÿ be terminated immediately prior to the change in control unless the holder of the option or stock appreciation right exercises his or her rights within a specified period after receiving notice of the change of control from us; and/or

Ÿ be assumed by the successor corporation and substituted with an option or stock appreciation right with terms and rights no less favorable than the options or stock appreciation rights the holder had under our plan.

Amendment and termination

The plan will terminate in April 2011, unless terminated earlier by the board of directors. Generally, the board of directors has the authority to amend, suspend or terminate the plan at any time.

Compensation Committee Interlocks and Insider Participation

The compensation committee is presently composed of Richard Puricelli, who serves as chairman of the compensation committee, Charles Corpening and Sallie Snyder.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our voting capital stock as of October 1, 2003 by:

• each person or entity who owns five percent or more of any class of our capital stock;

• each of our directors;

• each named executive officer; and

• all of the named executive officers and directors as a group.

The amounts and percentages of capital stock beneficially owned are reported on the basis of regulations of the Commission governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Certain of our stockholders are party to stockholders agreements containing agreements relating to voting for directors designees and share transfer restrictions. See “Certain Relationships and Related Transactions.” Except as otherwise indicated, the address of each beneficial owner listed below is c/o FastenTech, Inc., 8500 Normandale Lake Blvd., Suite 1230, Minneapolis, Minnesota 55437 and we believe each beneficial owner named below has sole voting and sole investment power with respect to all shares beneficially owned by them.

	Number and Percent of Shares
	Class A Common Stock (1)(2)			Class B Common Stock (3)			Series A Senior Preferred			Series B Junior Preferred			Series C Junior Preferred
Name of Beneficial Owners	Number	Percent		Number	Percent		Number	Percent		Number	Percent		Number	Percent
Citicorp Venture Capital Ltd. 399 Park Avenue New York, NY 10043 (4)	33,203	13.4	%	1,235,022	76.7	%	—	—		467,513	53.0	%	369,957	60.2	%
CCT Partners V, LP 399 Park Avenue New York, NY 10043 (5)	5,859	2.4	%	217,945	13.5	%	—	—		81,548	9.3	%	65,287	10.6	%
Citicorp Mezzanine Partners, L.P. 399 Park Avenue New York, NY 10043 (6)(7)	—	—		79,150	4.7	%	—	—		—	—		—	—
McDonald Trust Company (8)	19,814	8.0	%	30,158	1.9	%	517,687	61.2	%	149,554	17.0	%	11,374	1.9	%
Ronald B. Kalich (9)	55,724	20.4	%	—	—		—	—		—	—		30,288	4.9	%
David L. Harbert (10)	40,293	15.5	%	—	—		—	—		—	—		22,716	3.7	%
Sallie E. Snyder (11)	4,000	1.6	%	—	—		65,595	7.8	%	18,950	2.1	%	11,000	1.8	%
Richard Puricelli (12)	5,573	2.0	%	—	—		—	—		9,474	1.1	%	—	—
Charles E. Corpening (13)	552	*		15,442	1.0	%	—	—		7,689	*		6,150	1.0	%
All directors and executive officers as a group	103,728	37.2	%	15,442	1.0	%	65,595	7.8	%	36,113	4.1	%	70,154	11.4	%

* Represents less than 1%.

(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date and the number of shares as to which such person has the right to acquire voting and/or investment power within 60 days.

(2) Does not include shares of Class A common stock issuable upon conversion of Class B common stock. See “Description of our capital stock—Common stock.” Assuming the conversion of all of a holder’s shares of Class B common stock into Class A common stock, but no such conversion by any other holder of Class B common stock, the number of shares and the percentage of total Class A common stock held by the converting holder would be as follows: for Citicorp Venture Capital Ltd., 1,268,225 and 85.5%; for CCT Partners V, LP, 223,804 and 48.0%; for Citicorp Mezzanine Partners, L.P., 79,150 and 24.2%; for Charles E. Corpening, 15,994 and 6.1%; and for all directors and executive officers as a group, 119,170 and 40.5%. Each share of our Class A common stock is entitled to one vote per share.

(3) Does not include shares of Class B common stock issuable upon conversion of Class A common stock. See “Description of our capital stock—Common stock.” Assuming the conversion of all of a holder’s shares of Class A common stock into Class B common stock, but no such conversion by any other holder of Class A common stock, the number of shares and the percentage of total Class B common stock held by the converting holder would be as follows: for Citicorp Venture Capital Ltd., 1,268,225 and 77.2%; for CCT Partners V, LP, 223,804 and 13.9%; for Citicorp Mezzanine Partners, L.P., 79,150 and 4.7%; for Charles E. Corpening, 15,994 and 1.0%; and for all directors and executive officers as a group, 119,170 and 7.0%. Our Class B common stock is nonvoting stock.

(4) Does not include 5,859 shares of Class A common stock, 217,945 shares of Class B common stock, 81,548 shares of Series B junior preferred stock and 65,287 shares of Series C junior preferred stock held by CCT Partners V, LP, and 79,150 shares of Class B common stock held by Citicorp Mezzanine Partners, L.P., who are both affiliates of Citicorp Venture Capital Ltd. Citicorp Venture Capital Ltd. disclaims beneficial ownership of these shares owned by CCT Partners V, LP and Citicorp Mezzanine Partners, L.P.

(5) Does not include 33,203 shares of Class A common stock, 1,235,022 shares of Class B common stock, 467,513 shares of Series B junior preferred stock and 369,957 shares of Series C junior preferred stock held by Citicorp Venture Capital Ltd., and 79,150 shares of Class B common stock held by Citicorp Mezzanine Partners, L.P., who are both affiliates of CCT Partners V, LP. CCT Partners V, LP disclaims beneficial ownership of these shares owned by Citicorp Venture Capital Ltd. and Citicorp Mezzanine Partners, L.P.

(6) Does not include 33,203 shares of Class A common stock, 1,235,022 shares of Class B common stock, 467,513 shares of Series B junior preferred stock and 369,957 shares of Series C junior preferred stock held by Citicorp Venture Capital Ltd., and 5,859 shares of Class A common stock, 217,945 shares of Class B common stock, 81,548 shares of Series B junior preferred stock and 65,287 shares of Series C junior preferred stock held by CCT Partners V, LP, who are both affiliates of Citicorp Mezzanine Partners, L.P. Citicorp Mezzanine Partners, L.P. disclaims beneficial ownership of these shares owned by Citicorp Venture Capital Ltd. and CCT Partners V, LP.

(7) Consists of warrants to purchase 16,680 shares of Class B common stock and warrants to purchase 62,470 shares of Class B common stock.

(8) McDonald Trust Company is the beneficial owner of shares held by certain Steward family trusts pursuant to its position as the trustee of such trusts.

(9) Includes options exercisable for 17,350 shares of Class A common stock within 60 days of September 30, 2003.

(10) Includes options exercisable for 11,513 shares of Class A common stock within 60 days of September 30, 2003. As of October 1, 2003, the expiration of the term of his employment agreement with FastenTech, Mr. Harbert is no longer employed by FastenTech.

(11) Sallie E. Snyder is the beneficial owner of shares held by the Sallie Snyder Living Trust.

(12) Includes options exercisable for 4,252 shares of Class A common stock within 60 days of September 30, 2003.

(13) Does not include 33,203 shares of Class A common stock, 1,235,022 shares of Class B common stock, 467,513 shares of Series B junior preferred stock and 369,957 shares of Series C junior preferred stock held by Citicorp Venture Capital Ltd.; and 5,859 shares of Class A common stock, 217,945 shares of Class B common stock, 81,548 shares of Series B junior preferred stock and 65,287 shares of Series C junior preferred stock held by CCT Partners V, LP. Mr. Corpening is an officer of Citicorp Venture Capital Ltd. and a limited partner in CCT Partners V, LP. Mr. Corpening disclaims beneficial ownership of the shares owned by Citicorp Venture Capital Ltd. and CCT Partners V, LP.

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DESCRIPTION OF OUR CAPITAL STOCK

Preferred Stock

Our certificate of incorporation provides that we may issue 5,000,000 shares of preferred stock, which may be issued in one or more series. There are six such series of preferred stock, as described below. We have never paid cash dividends on any class or series of our capital stock, nor do we expect to pay cash dividends for the foreseeable future.

Series A senior preferred stock

Our Series A senior preferred stock has a stated value of $10.00 per share and holders are entitled to receive when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 8%, compounding annually. We were required to pay cash dividends to the holders of Series A senior preferred stock beginning March 1, 2001, so long as such payment is not prohibited by law or an agreement between us and an unaffiliated third party. Cash dividends have not been paid under the Series A senior preferred stock as payment of such dividends are restricted under our revolving credit facility and the indenture governing the new notes. In the event of a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more and we do not offer to repurchase 100% of the outstanding Series A senior preferred stock at a price equal to $10.00 per share plus all accrued and unpaid dividends to the date of such repurchase, the dividend amount will increase by $0.025 per share per year on the first day of the first month following our failure to repurchase 100% of our Series A senior preferred stock and will thereafter increase by an additional $0.025 per share per year on the first day of each subsequent three month period up to a maximum dividend amount of $1.20 per share per year. In the event that we issue $75.0 million or more of unsecured debt securities with a weighted average maturity of at least five years in a public offering or a Rule 144A private placement and we do not offer to repurchase 50% of the outstanding Series A senior preferred stock at a price equal to $10.00 per share plus all accrued and unpaid dividends to the date of repurchase, the dividend amount will increase by $0.025 per share per year on the first day of the first month following our failure to repurchase at least 50% of our outstanding Series A senior preferred stock and will thereafter increase by an additional $0.025 per share per year on the first day of each subsequent three month period up to a maximum dividend rate of $1.20 per share per year. The vote of a majority of the outstanding shares of the Series A senior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series A senior preferred stock; provided, that the vote of all of the outstanding shares of the Series A senior preferred stock will be required to change the dividend payable of such stock. However, the issuance of a series of Preferred Stock that is on a parity with or junior to the Series A senior preferred stock or that has a redemption date earlier than the Series A senior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series A senior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series A senior preferred stock is not entitled to vote. Notwithstanding the foregoing, prior to the public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, the holders of the Series A senior preferred stock, the Series B junior preferred stock, the Series C junior preferred stock and the Series D senior preferred stock, voting as a single class, will be entitled to elect one member to our board of directors. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series A senior preferred stock), or redeem or otherwise acquire shares of, capital stock junior to the Series A senior preferred stock (except for repurchases of junior stock from our former employee pursuant to a written agreement where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series A senior preferred stock have been paid in full. Upon our liquidation, dissolution or winding up, holders of the Series A senior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of capital stock junior to the Series A senior preferred stock, an amount equal to $10.00 per share of Series A senior preferred stock, plus all accrued and unpaid dividends to the date of final distribution. If available assets are insufficient to pay the holders of the outstanding shares of the Series A senior preferred stock, the Series D senior preferred stock (described below) and the Series F senior preferred stock (described below) (together, the “senior preferred stock”) in full, such assets, or the proceeds thereof, will be distributed ratably among such holders. The Series A senior preferred stock is mandatorily redeemable on April 1, 2020 at a price of $10.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series A senior preferred stock shall be paid in full pursuant to the prior sentence before any payment is made to the holders of capital stock junior to the Series A senior preferred stock.

We did not redeem any of the Series A senior preferred stock in conjunction with the offering of the old notes. As a result, the dividend increase described above was triggered. However, we did repurchase 64,338 shares of Series A senior preferred stock in June 2003.

As of September 30, 2003, there were 845,662 shares of our Series A senior preferred stock outstanding.

Series B junior preferred stock

Our Series B junior preferred stock has a stated value of $10.00 per share and holders are entitled to receive when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 12%, compounding annually. The vote of all of the outstanding shares of the Series B junior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series B junior preferred stock.

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However, the issuance of a series of preferred stock that is senior to, on a parity with or junior to the Series B junior preferred stock or that has a redemption date earlier than the Series B junior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series B junior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series B junior preferred stock is not entitled to vote. Notwithstanding the foregoing, prior to the public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, the holders of the Series A senior preferred stock, the Series B junior preferred stock, the Series C junior preferred stock and the Series D senior preferred stock, voting as a single class, will be entitled to elect one member to our board of directors. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series B junior preferred stock ), or redeem or otherwise acquire shares of, capital stock junior to the Series B junior preferred stock (except for repurchases of junior stock from our former employee pursuant to a written agreement where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series B junior preferred stock have been paid in full. We may not pay any dividend upon the Series B junior preferred stock unless the holders of the senior preferred stock or any other stock senior to the Series B junior preferred stock shall have been paid in full. Upon our liquidation, dissolution or winding up, holders of Series B junior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of stock junior to the Series B junior preferred stock, an amount equal to $10.00 per share of Series B junior preferred stock, plus all accrued and unpaid dividends to the date of final distribution; provided, that no such amounts shall be paid to the holders of Series B junior preferred stock until the holders of the senior preferred stock or any other stock senior to the Series B junior preferred stock have been paid in full in accordance with their terms. The Series B junior preferred stock shall rank on parity with the Series C junior preferred stock (as defined below) and the Series E junior preferred stock (as defined below) with regard to dividends, liquidation, dissolution or winding up. If available assets are insufficient to pay the holders of the outstanding shares of Series B junior preferred stock, Series C junior preferred stock and Series E junior preferred stock (together, the “junior preferred stock”) in full, such assets, or the proceeds thereof, will be distributed ratably among such holders. The Series B junior preferred stock is mandatorily redeemable on April 1, 2020 at a price of $10.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series B junior preferred stock shall not be entitled to any amounts pursuant to the prior sentence until the holders of the senior preferred stock have been paid in full in accordance with the mandatory redemption rights.

As of September 30, 2003, there were 881,414 shares of our Series B junior preferred stock outstanding.

Series C junior preferred stock

Our Series C junior preferred stock has a stated value of $10.00 per share and holders are entitled to receive when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 12%, compounding annually. The vote of all of the outstanding shares of the Series C junior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series C junior preferred stock. However, the issuance of a series of preferred stock that is senior to, on a parity with or junior to the Series C junior preferred stock or that has a redemption date earlier than the Series C junior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series C junior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series C junior preferred stock is not entitled to vote. Notwithstanding the foregoing, prior to the public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, the holders of the Series A senior preferred stock, the Series B junior preferred stock, the Series C junior preferred stock and the Series D senior preferred stock, voting as a single class, will be entitled to elect one member to our board of directors. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series C junior preferred stock), or redeem or otherwise acquire shares of, capital stock junior to the Series C junior preferred stock (except for repurchases of junior stock from our former employee pursuant to a written agreement where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series C junior preferred stock have been paid in full. We may not pay any dividend upon the Series C junior preferred stock unless the holders of the senior preferred stock or any other stock senior to the Series C junior preferred stock shall have been paid in full. Upon our liquidation, dissolution or winding up, holders of Series C junior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of stock junior to the Series C junior preferred stock, an amount equal to $10.00 per share of Series C junior preferred stock, plus all accrued and unpaid dividends to the date of final distribution; provided, that no such amounts shall be paid to the holders of Series C junior preferred stock until the holders of the senior preferred stock or any other stock senior to the Series C junior preferred stock have been paid in full in accordance with their terms. The Series C junior preferred stock shall rank on parity with the Series B junior preferred stock and the Series E junior preferred stock with regard to dividends, liquidation, dissolution or winding up. If available assets are insufficient to pay the holders of the outstanding shares of junior preferred stock in full, such assets, or the proceeds thereof, will be distributed ratably among such holders. The Series C junior preferred stock is mandatorily redeemable on April 1, 2020 at a price of $10.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series C junior preferred stock shall not be entitled to any amounts pursuant to the prior sentence until the holders of the senior preferred stock have been paid in full in accordance with the mandatory redemption rights. The Series C junior preferred stock ranks in parity with the Series B junior preferred stock and Series E junior preferred stock with regard to mandatory redemption. We may optionally redeem, in whole or in part, the Series C junior preferred stock at any time at a price per share of $10.00 plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date.

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As of September 30, 2003, there were 614,416 shares of our Series C junior preferred stock outstanding.

Series D senior preferred stock

Our Series D senior preferred stock has a stated value of $100.00 per share and holders are entitled to receive when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 8%, compounding annually; provided that dividends did not begin to accrue until April 1, 2001. The vote of all of the outstanding shares of the Series D senior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series D senior preferred stock or change the dividend payable of such stock. However, the issuance of a series of preferred stock that is on a parity with or junior to the Series D senior preferred stock or that has a redemption date earlier than the Series D senior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series D senior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series D senior preferred stock is not entitled to vote. Notwithstanding the foregoing, prior to the public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, the holders of the Series A senior preferred stock, the Series B junior preferred stock, the Series C junior preferred stock and the Series D senior preferred stock, voting as a single class, will be entitled to elect one member to our board of directors. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series D senior preferred stock), or redeem or otherwise acquire shares of, capital stock junior to the Series D senior preferred stock (except for repurchases of junior stock from our former employee pursuant to a written agreement where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series D senior preferred stock have been paid in full. Upon our liquidation, dissolution or winding up, holders of Series D senior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of capital stock junior to the Series D senior preferred stock, an amount equal to $100.00 per share of Series D senior preferred stock, plus all accrued and unpaid dividends to the date of final distribution. If available assets are insufficient to pay the holders of the outstanding shares of senior preferred stock in full, such assets, or the proceeds thereof, will be distributed ratably among such holders. The Series D senior preferred stock is mandatorily redeemable on April 1, 2020 at a price of $100.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series D senior preferred stock shall be paid in full pursuant to the prior sentence before any payment is made to the holders of capital stock junior to the Series D senior preferred stock. We may optionally redeem, in whole or in part, the Series D senior preferred stock at any time at a price per share of $100.00 plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date.

As of September 30, 2003, there were 42,500 shares of our Series D senior preferred stock outstanding.

Series E junior preferred stock

Our Series E junior preferred stock has a stated value of $100.00 per share and holders are entitled to receive when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 12%, compounding annually. The vote of all of the outstanding shares of the Series E junior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series E junior preferred stock. However, the issuance of a series of preferred stock that is senior to, on a parity with or junior to the Series E junior preferred stock or that has a redemption date earlier than the Series E junior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series E junior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series E junior preferred stock is not entitled to vote. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series E junior preferred stock), or redeem or otherwise acquire shares of, capital stock junior to the Series E junior preferred stock (except for repurchases of junior stock from our former employee pursuant to a written agreement where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series E junior preferred stock have been paid in full. We may not pay any dividend upon the Series E junior preferred stock unless the holders of the senior preferred stock or any other stock senior to the Series E junior preferred stock shall have been paid in full. Upon our liquidation, dissolution or winding up, holders of Series E junior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of stock junior to the Series E junior preferred stock, an amount equal to $100.00 per share of Series E junior preferred stock, plus all accrued and unpaid dividends to the date of final distribution; provided, that no such amounts shall be paid to the holders of Series E junior preferred stock until the holders of the senior preferred stock or any other stock senior to the Series E junior preferred stock have been paid in full in accordance with their terms. The Series E junior preferred stock shall rank on parity with the Series B junior preferred stock and the Series C junior preferred stock with regard to dividends, liquidation, dissolution or winding up. If available assets are insufficient to pay the holders of the outstanding shares of junior preferred stock in full, such assets, or the proceeds thereof, will be distributed ratably among such holders. The Series E junior preferred stock is mandatorily redeemable on April 1, 2020 at a price of $100.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series E junior preferred stock shall not be entitled to any amounts pursuant to the prior sentence until the holders of the senior preferred stock have been paid in full in accordance with the mandatory redemption rights. The Series E junior preferred stock ranks in parity with the Series B junior preferred stock and Series C junior preferred stock with regard to mandatory redemption. We may optionally redeem, in whole or in part, the Series E junior

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preferred stock at any time at a price per share of $100.00 plus all full cumulative accrued and unpaid dividends whether or not earned or declared to such date.

As of September 30, 2003, there were no shares of our Series E junior preferred stock outstanding.

Series F senior preferred stock

Our Series F senior preferred stock has a stated value of $100.00 per share and holders are entitled to receive, when, as and if declared by our board of directors, cumulative dividends, whether or not earned or declared, that accrue at a rate of 10%, compounding annually. We will be required to pay cash dividends to the holders of Series F senior preferred stock beginning March 17, 2005, so long as such payment is not prohibited by law or an agreement between us and an unaffiliated third party. Under our existing credit facilities, cash dividends on the Series F senior preferred stock could not be paid as payment of such dividends are restricted under our revolving credit facility and the indenture governing the new notes. In the event that we issue $100.0 million or more of unsecured debt securities with a weighted average maturity of at least five years in a public offering or a 144A private placement and we do not offer to repurchase at least 50% of the outstanding Series F senior preferred stock at a price equal to $100.00 per share plus accrued and unpaid dividends to the date of repurchase, the dividend amount will increase by $0.25 per share per year on the first day of the first month following our failure to repurchase at least 50% of our outstanding Series F senior preferred stock and will thereafter increase by an additional $0.25 per share per year on the first day of each subsequent three month period up to a maximum dividend amount of $12.00 per share per year. The vote of all of the outstanding shares of the Series F senior preferred stock will be required to amend our certificate of incorporation if such amendment would adversely affect the rights and preferences of the Series F senior preferred stock or change the dividend payable of such stock. However, the issuance of a series of preferred stock that is on a parity with or junior to the Series F senior preferred stock or that has a redemption date earlier than the Series F senior preferred stock shall not be deemed to adversely affect the rights or preferences of the holders of the Series F senior preferred stock. Except as described in the two prior sentences or as otherwise required by law, the Series F senior preferred stock is not entitled to vote. We may not pay any dividend upon (except for a dividend payable in stock junior to the Series F senior preferred stock), or redeem or otherwise acquire shares of, capital stock junior to the Series F senior preferred stock (except for repurchases of senior stock from our former employee where such repurchase arises upon termination of such employee’s employment) unless all cumulative dividends on the Series F senior preferred stock have been paid in full. Upon our liquidation, dissolution or winding up, holders of the Series F senior preferred stock will be entitled to receive out of our legally available assets, before any amount shall be paid to holders of capital stock junior to the Series F senior preferred stock, an amount equal to $100.00 per share of Series F senior preferred stock, plus all accrued and unpaid dividends to the date of final distribution. If available assets are insufficient to pay the holders of the outstanding shares of the Series F senior preferred stock in full, such assets, or the proceeds thereof, will be distributed ratably among such holders and of any shares of stock ranking on parity with the Series F senior preferred stock. The Series F senior preferred stock is mandatorily redeemable upon the earlier to occur of March 17, 2012, the consummation of an initial public offering resulting in aggregate net proceeds to us of $35.0 million or certain change of control events, at a price of $100.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date. The holders of the Series F senior preferred stock shall be paid in full pursuant to the prior sentence before any payment is made to the holders of capital stock junior to the Series F senior preferred stock. The Series F senior preferred stock is optionally redeemable by us at any time at a price of $100.00 per share plus all full cumulative accrued and unpaid dividends, whether or not earned or declared, to such date.

Although we did not redeem any of the Series F senior preferred stock in conjunction with the offering of the old notes, we did repurchase all outstanding Series F preferred stock in May 2003.

As of September 30, 2003, there were no shares of our Series F senior preferred stock outstanding.

Common Stock

Our certificate of incorporation provides that we may issue 2,500,000 shares of Class A common stock and 2,500,000 shares of Class B common stock. The holders of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Except as required by law, the holders of Class B common stock have no voting rights. Under our certificate of incorporation, a holder of either class of common stock may convert any or all of his or her shares into an equal number of shares of the other class of common stock; provided that in the case of a conversion from Class B common stock, which is nonvoting, into Class A common stock, which is voting, the holder of shares to be converted would be permitted under applicable law to hold the total number of shares of Class A common stock which would be held after giving effect to the conversion.

As of September 30, 2003, there were 248,282 shares of our Class A common stock and 1,610,018 shares of our Class B common stock outstanding.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement

We and certain of our stockholders are parties to a Securities Purchase and Holders Agreement (the “Stockholders Agreement”). The Stockholders Agreement contains certain agreements among our stockholders with respect to our capital stock and corporate governance, including:

Governance provisions

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, our board of directors will be composed at all times of up to five directors as follows:

• one individual designated by the continuing investors identified in the Stockholders Agreement;

• two individuals designated by Citicorp Venture Capital; and

• up to two independent directors who shall be designated by Citicorp Venture Capital, subject to the right of holders of the majority of the outstanding shares of our Class A common stock (including shares of Class A common stock held by Citicorp Venture Capital) to veto the election of either of such additional directors.

In addition, the Stockholders Agreement provides that, under certain circumstances, Citicorp Venture Capital, the Steward family stockholders and the Im’Oberstag family stockholders shall have the right to designate observers to our board of directors.

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, our certificate of incorporation cannot be amended or modified without the consent of Citicorp Venture Capital. In addition, so long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, Citicorp Venture Capital will not consent to any amendment that will adversely affect the continuing investors’ right to designate a member of our board of directors.

Approved sale

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, if holders of at least 50% of our common stock then outstanding approve our sale, each stockholder has agreed to consent to such sale and, if such sale includes the sale of stock, each stockholder has agreed to sell all of such stockholder’s common stock on the terms and conditions approved by holders of a majority of the common stock then outstanding.

Tag-along rights

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more and Citicorp Venture Capital and its affiliates own 10% or more of our common stock, neither Citicorp Venture Capital nor any affiliate of Citicorp Venture Capital holding in excess of 5% of our common stock may sell any of our common stock unless our other stockholders are offered an opportunity to participate in such sale on a pro rata basis and on identical terms. These tag-along rights will not be applicable in certain circumstances, such as sales to affiliates and permitted transferees and sales in accordance with “—Approved sale.”

Preemptive rights

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, in the event we propose to issue and sell any shares of our common stock or any securities containing options or rights to acquire any shares of our common stock or any securities convertible into common stock to Citicorp Venture Capital or its corporate affiliates to which Citicorp Venture Capital has transferred our common stock, we must first offer to each of other stockholder who is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933 and who holds in excess of 1% of our common stock, a pro rata portion of such shares. These preemptive rights will not apply to issuances of common stock in a public offering pursuant to a registration statement, upon the conversion of shares of one class of our common stock into shares of the other class, as a dividend on the outstanding shares of common stock, in connection with grants of stock or options to our employees and directors and in any transaction available to all holders of our common stock on a pro rata basis.

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Non-compete agreement

Each management investor has agreed not to compete with us for a period of one year after the termination of such management investor’s employment with us.

Transfer restrictions

Generally, no stockholder may transfer shares of our capital stock unless the transfer is approved in writing by 40% of the outstanding shares of our common stock and the transfer is in compliance with the terms described above in “—Approved sale” and “—Tag-along rights.” However, stockholders may transfer their capital stock to certain enumerated permitted transferees such as a person’s spouse or child or grandchild (or a trust exclusively for their benefit), a person’s heirs, a trust’s grantor (if the stockholder is a trust), any party upon a public offering of our capital stock, or in the case of Citicorp Venture Capital or any of its affiliates, any of their employees, offices or directors (or any trust of such person for the benefit of their spouse, child or grandchild), any affiliate company of Citicorp Venture Capital or any manager (with respect to certain amounts of shares) or director of FastenTech.

Unless consented to by the holders of two-thirds of our Series A senior preferred stock, until we redeem or repurchase the outstanding Series A senior preferred stock or such stock is acquired by a third party other than a “permitted transferee” of the holders of the Series A senior preferred stock, we may not repurchase, retire, redeem or pay cash dividends on any of our common stock or Series B junior preferred stock and no stockholder may transfer its shares of our common stock or Series B junior preferred stock other than to a “permitted transferee.” We are not prohibited by this provision from repurchasing shares of our capital stock pursuant to an option to repurchase a terminated employee’s shares under a written agreement between us and such employee.

Preferred Stockholders Agreement

We and certain of our stockholders are parties to a Preferred Stockholders Agreement. The Preferred Stockholders Agreement contains certain agreements among the stockholders with respect to transfers of their preferred stock, including:

Take-along rights

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more, if Citicorp Venture Capital or any of its affiliates who collectively hold in excess of 5% of our common stock shall sell any of our preferred stock to us, any of our subsidiaries or any non-affiliate of such seller, each stockholder has agreed to sell a pro rata share of all of such stockholder’s preferred stock on the same terms and conditions.

Tag-along rights

So long as we have not consummated a public offering of our common stock resulting in aggregate net proceeds to us of $20.0 million or more and Citicorp Venture Capital and its affiliates own 10% or more of our common stock, neither Citicorp Venture Capital nor any affiliate of Citicorp Venture Capital holding in excess of 5% of our common stock may sell any junior preferred stock unless the other stockholders are offered an opportunity to participate in such sale on a pro rata basis and on identical terms. Such tag-along rights will not be applicable in certain circumstances, such as sales to affiliates and permitted transferees.

Registration Rights Agreement

In connection with their entry into the Stockholders’ Agreement, we, Citicorp Venture Capital, and certain of our other stockholders entered into a Registration Rights Agreement. Pursuant to the Registration Rights Agreement, upon the written request of Citicorp Venture Capital, we have agreed to (subject to certain exceptions) on one or more occasions prepare and file a registration statement with the Commission concerning the distribution of all or part of the shares held by Citicorp Venture Capital and use our best efforts to cause such registration statement to become effective. If at any time we file a registration statement for our common stock pursuant to a request by Citicorp Venture Capital or otherwise (other than a registration statement of Form S-8, Form S-4 or any similar form, a registration statement filed in connection with a share exchange or an offering solely to our employees or existing stockholders, or a registration statement registering a unit offering), we will use our best efforts to allow the other parties to the Registration Rights Agreement to have their shares of our common stock (or a portion of their shares under certain circumstances) included in such offering of common stock if the registration form proposed to be used may be used to register such shares. Registration expenses of the selling stockholders (other than underwriting fees, brokerage fees and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by us. We have agreed to indemnify the stockholders against certain liabilities in connection with any registration.

Employment Agreements

For a description of our employment agreement with Mr. Kalich and our former employment agreement with Mr. Harbert, see “Management—Employment Agreements.”

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Consulting Agreement With Richard J. Puricelli

We have an oral agreement with Richard J. Puricelli, the Chairman of our board of directors, pursuant to which Mr. Puricelli provides consulting services to us for a quarterly fee of $6,000 in fiscal year 2002 and $12,500 in fiscal year 2003. The agreement is terminable by either party upon notice. We paid Mr. Puricelli an aggregate of $30,000, $24,000, $24,000 and $37,500 for fiscal years 2000, 2001 and 2002 and the nine months ended June 30, 2003, respectively.

Advisory Agreement

We and our subsidiaries are party to an Advisory Agreement with Citicorp Venture Capital. Pursuant to the Advisory Agreement, Citicorp Venture Capital will identify, support and analyze mergers, acquisitions and divestitures by us and perform such other services for us as Citicorp Venture Capital and we may agree. Pursuant to the Advisory Agreement, we are required to pay to Citicorp Venture Capital a high yield management fee equal to 1% of the aggregate principal amount of any debt securities that we issue either pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144A under the Securities Act and that are in an aggregate principal amount of at least $75 million and have a weighted average life to maturity of at least five years. In accordance with the terms of the Advisory Agreement, we paid Citicorp Venture Capital approximately $1.75 million upon the completion of the offering of the old notes.

In addition, upon the completion of any merger, acquisition or divestiture by us or any of our subsidiaries, we shall pay Citicorp Venture Capital a transaction advisory fee equal to 1% of the aggregate consideration of such transaction, plus reasonable out of pocket expenses.

Under the Advisory Agreement, we are obligated to indemnify Citicorp Venture Capital from any and all losses, liability, damages or expenses arising out of any claim by any person with respect to, or in any way related to Citicorp Venture Capital’s provision of services under the Advisory Agreement.

The Advisory Agreement will terminate in May 2013, subject to automatic one-year renewals thereafter.

Securities Acquired by Citicorp Mezzanine Partners, L.P.

In connection with our acquisition of Specialty Bar Products Company, FabriSteel Products, Inc., one of our subsidiaries, issued to Citicorp Mezzanine Partners, L.P. a $25.0 million senior subordinated note and a stock purchase warrant for 16,680 shares of Class A or Class B common stock. The warrant is exercisable at a price of $0.01 per share, subject to certain anti-dilution adjustments, through April 1, 2009. The note bears interest at a rate of 11% per year and will mature on April 1, 2008. The general partner of Citicorp Mezzanine Partners, L.P. is an affiliate of Citicorp Venture Capital. We paid interest to Citicorp Mezzanine Partners, L.P. an aggregate of $1.4 million, $2.8 million, $4.1 million and $1.6 million for fiscal years 2000, 2001 and 2002 and the nine months ended June 30, 2003, respectively with respect to this note. The note was repaid with proceeds from the offering of the old notes.

In connection with our acquisition of the Nelson Stud Welding division of TRW, Inc. and Progressive Stamping Co. (DE), Inc., we issued to Citicorp Mezzanine Partners, L.P. a $20.0 million subordinated note and a stock purchase warrant for 62,470 shares of Class A or Class B common stock. The warrant is exercisable at a price of $0.01 per share, subject to certain anti-dilution adjustments, through March 17, 2010. The note bears interest at a rate of 18% per year and will mature on March 31, 2008. The general partner of Citicorp Mezzanine Partners, L.P., is an affiliate of Citicorp Venture Capital. The note was repaid with proceeds from the offering of the old notes.

Lease Agreement with Kasama L.L.C.

We were a party to a lease agreement with Kasama L.L.C., a Michigan limited liability company owned by the Im’Oberstag family until May 24, 2002, at which time Kasama, L.L.C. sold the property to a party not related to us. Sallie Snyder, one of our directors, is a member of the Im’Oberstag family. Pursuant to this lease, we lease 69,976 square feet of manufacturing, office and warehouse space. This lease expires in March 2004 and has a base monthly rent of $23,325. We paid Kasama L.L.C. an aggregate of $0.4 million, $0.3 million and $0.2 million for fiscal years 2000, 2001 and 2002, respectively, with respect to this lease.

Lease Agreement with Novi Properties L.L.C.

We are a party to a lease agreement with Novi Properties L.L.C., a Michigan limited liability company in which the Im’Oberstag family owns a 40% equity interest. Sallie Snyder, one of our directors, is a member of the Im’Oberstag family. Pursuant to this lease, we lease approximately 38,400 square feet of manufacturing space. This lease expires in March 2013 and has a base monthly rent of $21,000. We paid Novi Properties L.L.C. an aggregate of $0.3 million, $0.3 million, $0.3 million and $0.2 million for fiscal years 2000, 2001 and 2002 and the nine months ended June 30, 2003, respectively, with respect to this lease.

Lease Agreement with Redford Properties L.L.C.

We are a party to a lease agreement with Redford Properties L.L.C., a Michigan limited liability company in which beneficiaries of certain Steward family trusts that own our capital stock own a 33% equity interest. Pursuant to this lease, we lease approximately 17,700 square feet of manufacturing space. This lease expires in February 2008 and has a base monthly rent of $6,500. We paid

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Redford Properties L.L.C. an aggregate of $0.1 million, $0.1 million, $0.1 million and $0.1 million for fiscal years 2000, 2001 and 2002 and the nine months ended June 30, 2003, respectively, with respect to this lease.

Purchase Agreement with CVC Capital Funding, LLC

In August 2002, we issued to CVC Capital Funding, LLC (“CVC Capital”), $30.0 million in aggregate principal amount of notes, which bear interest at 10.5% per year and will mature on August 30, 2012. CVC Capital is an affiliate of our principal stockholder, Citicorp Venture Capital Ltd. Upon consummation of the offering of the old notes, CVC Capital exchanged the outstanding notes for $30.0 million in aggregate principal amount of old notes. In connection with the exchange, we paid CVC Capital $0.3 million in cash for accrued interest associated with the outstanding notes. The amount of notes purchased by the initial purchasers in the offering of the old notes were reduced accordingly. CVC Capital has indicated that it will not sell the notes prior to April, 2005 without the prior consent of J.P. Morgan Securities Inc.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Revolving Credit Facility

Our revolving credit facility provides for $40.0 million aggregate principal amount of revolving loans. JPMorgan Chase Bank, an affiliate of J.P. Morgan Securities Inc., is the administrative agent and a lender and affiliates of the other initial purchasers are lenders under our revolving credit agreement. We are permitted to utilize up to $5.0 million aggregate principal amount of this $40.0 million facility for the issuance of letters of credit by JPMorgan Chase Bank, Lehman Commercial Paper Inc. and National City Bank. We borrowed $9.0 million under our revolving credit facility on the consummation of the offering of the old notes and utilized approximately $0.1 million of letter of credit capacity under our revolving credit facility on the consummation of the offering of the old notes to support certain obligations and our ordinary course needs. We may prepay our obligations under the new revolving credit facility at any time without penalty. In addition, we may reduce or terminate the unused commitments of the lenders under the revolving credit facility, provided that any such reduction or termination will be permanent.

Borrowings under the revolving credit facility will bear interest, at our option, at either of the following rates:

• the highest of (i) the rate of interest publicly announced by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City, referred to as the prime rate, (ii) the secondary market rate for three-month certificates on deposit (adjusted for statutory reserve requirements) plus 1.0%, and (iii) the federal funds effective rate from time to time plus 0.5%, plus a percentage determined in accordance with a set pricing grid; and

• the rate at which eurodollar deposits in the London interbank market for one, two, three or six months (selected at our option) are quoted on the Dow Jones Markets Telerate Service page 3750, plus a percentage determined in accordance with a set pricing grid.

If a default has occurred and is continuing under the revolving credit facility, all amounts due under the revolving credit facility will bear interest at an additional rate of 2% per annum.

All borrowings under the revolving credit facility will mature in May 2008.

We may use the funds we borrow under the revolving credit facility for our general corporate purposes and those of our subsidiaries, in each case, in the ordinary course of business and, subject to limitations to be determined, for certain acquisitions and restricted payments.

Our obligations under the revolving credit facility will be secured by all of our current and future assets, subject to customary exceptions. Our U.S. subsidiaries guarantee our obligations under the revolving credit facility. These guarantees are secured by all of the guarantor subsidiaries’ current and future assets, subject to customary exceptions. The revolving credit facility requires us to comply with certain financial covenants, including:

• The interest expense coverage ratio (the ratio of consolidated EBITDA (as defined in the revolving credit facility) to consolidated cash interest expense) must be at least 2.0 to 1.0 for any period of four consecutive fiscal quarters ending on any date from October 1, 2003 through September 30, 2005 and at least 2.25 to 1.0 thereafter.

• The leverage ratio (the ratio of indebtedness to consolidated EBITDA (as defined in the revolving credit facility)) may not exceed 4.75 to 1.0 at any time from October 1, 2003 through March 31, 2004, 4.5 to 1.0 from April 1, 2004 through September 30, 2004, 4.0 to 1.0 from October 1, 2004 through September 30, 2005, 3.5 to 1.0 from October 1, 2005 through September 30, 2006, and 3.0 to 1.0 thereafter.

• The consolidated EBITDA (as defined in the revolving credit facility) may not be less than $38 million for any period of four consecutive fiscal quarters ending on any date from October 1, 2003 through September 30, 2004, with such minimum requirement increasing by $2 million for each following fiscal year to a required minimum of $44 million after September 30, 2006.

• In any fiscal year ending after September 30, 2003, aggregate capital expenditures cannot exceed $12 million plus the portion of the full $12 million which was not incurred in the prior fiscal year.

In addition, the revolving credit facility contains customary covenants that, among other things, restrict our ability and the ability of our subsidiaries to: incur indebtedness and issue redeemable capital stock; create liens; issue guarantees and other contingent obligations; consummate mergers, consolidations, liquidations and dissolutions; sell assets; enter into hedging transactions; enter into leases; create restrictions on our subsidiaries; pay dividends and make other payments in respect of capital stock; make capital expenditures; make investments, loans and advances; make optional payments and modifications of subordinated and other debt instruments; make payments to and transactions with affiliates; enter into sale and leasebacks; make changes in fiscal years; pledge assets; and change material contracts or lines of business.

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DESCRIPTION OF THE NEW NOTES

This description of the new notes is intended to be a useful overview of the material provisions of the new notes and the indenture. Since this description of new notes is only a summary, you should refer to the indenture for a complete description of our obligations and your rights.

FastenTech, Inc. will issue the new notes under an indenture between itself, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee. The terms of the new notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The form and terms of the new notes are the same as the form and terms of the old notes, except that the exchange notes have been registered under the Securities Act, will not bear legends restricting the transfer of the notes and will not be entitled to registration rights under our registration rights agreement.

You will find the definitions of capitalized terms used in this description under the heading “—Certain Definitions.” For purposes of this description, references to “FastenTech,” “we,” “our” and “us” in the following description refer only to FastenTech, Inc. and not to its subsidiaries and references to the “notes” in the following description refer to the new notes.

General

The notes:

• will be general unsecured senior subordinated obligations of FastenTech;

• will be subordinated in right of payment to all existing and future Senior Debt of FastenTech, including under the Credit Agreement;

• will be pari passu in right of payment with all existing and future unsecured senior subordinated Indebtedness of FastenTech;

• will be senior in right of payment with all existing and future Indebtedness of FastenTech that is expressly subordinated in right of payment to the notes;

• are unconditionally guaranteed on a senior subordinated basis by each Domestic Subsidiary of FastenTech (other than a Securitization Entity);

• will mature on May 1, 2011;

• will be issued in denominations of $1,000 and integral multiples of $1,000;

• will be represented by one or more registered notes in global form, but in certain circumstances may be represented by notes in definitive form (see “Book-entry settlement and clearance”); and

• may be resold or transferred only in transactions registered, or exempt from registration, under the Securities Act.

Each Subsidiary Guarantee:

• will be a general unsecured senior subordinated obligation of the applicable Subsidiary Guarantor;

• will be subordinated in right of payment to all existing and future Subsidiary Guarantor Senior Debt of such Subsidiary Guarantor, including under the Credit Agreement;

• will be pari passu in right of payment with all existing and future unsecured senior subordinated Indebtedness of such Subsidiary Guarantor; and

• will be senior in right of payment with all existing and future Indebtedness of such Subsidiary Guarantor that is expressly subordinated in right of payment to the notes.

In connection with this exchange offer, FastenTech will issue $145.0 million aggregate principal amount of notes. The indenture provides for the issuance of additional notes having identical terms and conditions to the notes offered in this offering, subject to compliance with the covenants contained in the indenture. Any such additional notes will be part of the same issue as the notes offered hereby and will vote on all matters with the notes offered in this offering.

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Interest

Interest on the notes will compound semi-annually and:

• accrue at the rate of 11 ¹/2% per annum;

• accrue from the date of issuance or the most recent interest payment date;

• be payable in cash semi-annually in arrears on May 1 and November 1, commencing on November 1, 2003;

• be payable to the holders of record on the April 15 and October 15 immediately preceding the related interest payment dates; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments on the Notes

We will pay principal of, premium, if any, and interest on the notes at the office or agency designated by FastenTech in the Borough of Manhattan, The City of New York (which initially will be the corporate trust office of the trustee in New York, New York). In addition, interest may be paid at the option of FastenTech on any notes not issued in global form by check mailed to the person entitled thereto as shown on the security register, subject to the right of any holder of notes in the principal amount of $500,000 or more to request payment by wire transfer.

Paying Agent and Registrar

The trustee will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holder of the notes, and FastenTech or any Restricted Subsidiary may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes at the office or agency designated by FastenTech in the Borough of Manhattan, The City of New York (which initially will be the corporate trust office of the trustee in New York, New York), in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be made for any registration of transfer or exchange of notes, but FastenTech may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. FastenTech is not required to transfer or exchange any note selected for redemption. Also, FastenTech is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered holder of a note will be treated as the owner of it for all purposes.

Optional Redemption

Except as described below, the notes are not redeemable until May 1, 2007. On and after such date, FastenTech may redeem all or, from time to time, a part of the notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on May 1 of the years indicated below:

Year	Percentage
2007	105.750	%
2008	102.875	%
2009 and thereafter	100.000	%

Before May 1, 2006, FastenTech may on any one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of notes issued under the indenture, including additional notes permitted under the indenture, if any, with the Net Cash Proceeds of one or more Public Equity Offerings at a redemption price equal to 111.50% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that

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(1) there is a Public Market at the time of such redemption;

(2) at least 65% of the aggregate principal amount of notes issued under the indenture, including additional notes permitted under the indenture, if any, remains outstanding immediately after the occurrence of such redemption; and

(3) such redemption occurs within 90 days after the closing of such Public Equity Offering (or, if later, the closing of any over-allotment option for such Public Equity Offering).

In the case of any partial redemption, the trustee will select the notes for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed, or, if the notes are not listed, then on a pro rata basis, by lot or by such other method as the trustee in its sole discretion will deem to be fair and appropriate; provided, however, that (1) in the case of a redemption pursuant to the immediately preceding paragraph, the trustee will select the notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of The Depository Trust Company) and (2) no note of $1,000 in original principal amount or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note.

Mandatory Redemption

FastenTech is not required to make mandatory redemption payments or sinking fund payments with respect to the notes.

Subordination of the Notes

The payment of all Obligations on or relating to the notes will be subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt of FastenTech, including all Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or incurred after that date.

The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt before the holders of notes will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on or relating to the notes (other than Permitted Junior Securities) in the event of any distribution to creditors of FastenTech:

(1) in a total or partial liquidation, dissolution or winding up of FastenTech;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to FastenTech or its assets;

(3) in an assignment for the benefit of creditors; or

(4) in any marshalling of FastenTech’s assets and liabilities.

In addition, FastenTech may not make any payment or distribution of any kind or character with respect to any Obligations on or relating to the notes or acquire any notes for cash or assets or otherwise (other than, in either case, Permitted Junior Securities), if:

(1) a payment default on any Designated Senior Debt occurs and is continuing; or

(2) any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of any Designated Senior Debt.

Payments on and distributions with respect to any Obligations on or with respect to the notes may and shall be resumed:

(1) in the case of a payment default, upon the date on which all payment defaults are cured or waived; and

(2) in case of a nonpayment default, the earliest of (x) the date on which all such nonpayment defaults are cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

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No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or any breach of any financial covenants for a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing will constitute a new default for this purpose.

Notwithstanding anything to the contrary, payments and distributions made from the Defeasance trust established pursuant to the provisions described under “—Defeasance” will be permitted and will not be subordinated so long as the payments into the Defeasance trust were made in accordance with the requirements described under “—Defeasance” and did not violate the subordination provisions when they were made.

FastenTech must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above in the event of a bankruptcy, liquidation or reorganization of FastenTech, holders of the notes may recover less ratably than creditors of FastenTech who are holders of Senior Debt or who are trade creditors. See “Risk Factors—Risks Relating to the New Notes—Your right to receive payments on the new notes is junior to our existing senior indebtedness and the existing senior indebtedness of the subsidiary guarantors and possibly all of our and their future indebtedness.”

As of June 30, 2003, we had $8.0 million of Senior Debt and $31.9 million of undrawn borrowings available under the Credit Agreement.

Subordination of Subsidiary Guarantees

Each Guarantee of the notes will be subordinated to Subsidiary Guarantor Senior Debt on the same basis as the notes are subordinated to Senior Debt.

Subsidiary Guarantees

The Subsidiary Guarantors will, jointly and severally, fully, unconditionally and irrevocably guarantee on a senior subordinated basis FastenTech’s Obligations under the notes and all Obligations under the indenture, as primary obligor and not merely as surety.

Although the indenture will limit the amount of Indebtedness that the Restricted Subsidiaries may incur, such Indebtedness may be substantial and all of it may be Indebtedness of Subsidiary Guarantors.

Not all of FastenTech’s Subsidiaries will guarantee the notes. Foreign Subsidiaries, Securitization Entities and Unrestricted Subsidiaries will not be Subsidiary Guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to FastenTech. The non-guarantor Subsidiaries generated 6.4% of FastenTech’s Consolidated EBITDA for the twelve-month period ended June 30, 2003 and held 11.0% of FastenTech’s assets as of June 30, 2003.

The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

In the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction, to a Person which is not FastenTech or a Restricted Subsidiary of FastenTech, such Subsidiary Guarantor will be released from its obligations under the indenture and its Subsidiary Guarantee if:

(1) the sale or other disposition is in compliance with the indenture, including the covenants described below under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Limitation on Sales of Capital Stock of Restricted Subsidiaries;” and

(2) all the obligations of such Subsidiary Guarantor under the Credit Agreement and related documentation and any other agreements relating to any other Indebtedness of FastenTech or the Restricted Subsidiaries (other than such Subsidiary Guarantor) terminate upon consummation of such transaction.

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In addition, a Subsidiary Guarantor will be released from its obligations under the indenture, the Subsidiary Guarantee if FastenTech designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of the indenture.

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require FastenTech to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control, FastenTech will mail a notice (the “Change of Control Offer”) to each registered holder with a copy to the trustee stating, among other things:

(1) that a Change of Control has occurred and that such holder has the right to require FastenTech to purchase such holder’s notes at a repurchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); and

(3) the procedures determined by FastenTech, consistent with the indenture, that a holder must follow in order to have its notes repurchased.

On the Change of Control Payment Date, FastenTech will, to the extent lawful:

(1) accept for payment all notes or portions of notes (equal to $1,000 or an integral multiple of $1,000) properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes so tendered; and

(3) deliver or cause to be delivered to the trustee the notes so accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by FastenTech.

The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided, however, that each such new note will be in a principal amount of $1,000 or an integral multiple of $1,000.

FastenTech will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by FastenTech, and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

FastenTech will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to the change of control provisions of the indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of the indenture, FastenTech will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the indenture by virtue of the conflict.

The Change of Control provisions described above will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders to require that FastenTech repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

FastenTech’s ability to repurchase notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of certain of the events that constitute a Change of Control would constitute a default under the Credit Agreement. In addition, certain events that may constitute a Change of Control under the Credit Agreement and cause a default thereunder may not constitute a Change of Control under the indenture. Future Indebtedness of FastenTech and its subsidiaries may also contain

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prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require FastenTech to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on FastenTech. Finally, FastenTech’s ability to pay cash to the holders upon a repurchase may be limited by FastenTech’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The agreements governing our outstanding Senior Debt will prohibit us from purchasing any notes, and also provide that some change of control events with respect to us would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which FastenTech becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when FastenTech is prohibited from purchasing notes, FastenTech could seek the consent of our senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain the prohibition. If FastenTech does not obtain a consent or repay the borrowings, FastenTech will remain prohibited from purchasing notes. In that case, our failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under the Senior Debt. In these circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving FastenTech by increasing the capital required to effect such transactions. The definition of “Change of Control” includes a disposition of all or substantially all of the assets of FastenTech and the Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of a person. As a result, it may be unclear as to whether a Change of Control has occurred and whether FastenTech is required to make an offer to repurchase the notes as described above.

The provisions under the indenture relative to FastenTech’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the outstanding notes (other than Affiliates of FastenTech).

Certain Covenants

Limitation on Indebtedness

FastenTech will not, and will not permit any Restricted Subsidiary to, incur any Indebtedness; provided, however, that FastenTech, any Subsidiary Guarantor or any Securitization Entity that is a Restricted Subsidiary may incur Indebtedness, and any Restricted Subsidiary may incur Acquired Indebtedness, in either case, if:

(a) the Consolidated Coverage Ratio for FastenTech and the Restricted Subsidiaries is at least 2.00 to 1.00; and

(b) no Default has occurred and is continuing or would occur as a consequence of incurring the Indebtedness (this proviso, the “Coverage Ratio Exception”).

The first paragraph of this covenant will not prohibit the incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”):

(1) Indebtedness represented by the notes issued on the Issue Date, the Exchange Notes and the Subsidiary Guarantees;

(2) any refinancing Indebtedness incurred in respect of any Indebtedness outstanding on the Issue Date (other than Indebtedness outstanding under the Credit Agreement and Indebtedness of the type described in clause (4) or (5)) or incurred pursuant to the first paragraph of this covenant, clause (1) or this clause (2);

(3) Indebtedness incurred, whether before, on or after the Issue Date, pursuant to the Credit Agreement and/or pursuant to a Permitted Securitization Transaction in an aggregate principal amount, not to exceed the greater of:

(a) $50,000,000 at any time outstanding, less the aggregate principal amount of all mandatory prepayments of principal and commitment reductions, in each case permanently reducing the commitments thereunder; and

(b) the sum of (x) 60% of the consolidated book value of the inventory of FastenTech and its Restricted Subsidiaries and (y) 85% of the consolidated book value of the accounts receivable of FastenTech and its Restricted Subsidiaries less any amount of any Indebtedness incurred pursuant to clause (13) below, in each case

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as determined as of the last day of the most recent fiscal quarter for which internal financial statements are in existence;

(4) Indebtedness owed by FastenTech or any Restricted Subsidiary to FastenTech or any Restricted Subsidiary; provided, however, that

(a) any such Indebtedness owed by FastenTech shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes, and any such Indebtedness owed by any Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Subsidiary Guarantee of such Subsidiary Guarantor; and

(b) if such Indebtedness is subsequently held by a person other than FastenTech or any Restricted Subsidiary, the obligor of such Indebtedness shall be deemed to have incurred Indebtedness not permitted by this clause (4);

(5) the Guarantee by FastenTech or any Restricted Subsidiary of Indebtedness of FastenTech or a Subsidiary Guarantor; provided, however, that the Indebtedness being Guaranteed is, or was at the time of issuance, permitted to be incurred by another provision of the indenture;

(6) Indebtedness under Currency Agreements and Interest Rate Agreements; provided, however, that (x) in the case of Currency Agreements, such Currency Agreements are related to business transactions of FastenTech or any Restricted Subsidiary entered into in the ordinary course of business and (y) such Currency Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of FastenTech or any Restricted Subsidiary and not for purposes of speculation;

(7) Capitalized Lease Obligations and Purchase Money Indebtedness, and refinancing Indebtedness thereof, in an aggregate principal amount not to exceed $7,500,000 at any time outstanding;

(8) indebtedness of FastenTech and its Restricted Subsidiaries, to the extent the proceeds thereof are immediately used after the incurrence thereof to purchase notes tendered in an offer to purchase made as a result of a Change of Control;

(9) Indebtedness of FastenTech or any Restricted Subsidiary represented by letters of credit and guarantees for the account of FastenTech or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business, and other Indebtedness with respect to workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by FastenTech or any Restricted Subsidiary in the ordinary course of business;

(10) Indebtedness in respect of trade and standby letters of credit, performance bonds, bankers’ acceptances and surety or appeal bonds issued for the account of FastenTech or any Restricted Subsidiary in the ordinary course of its business;

(11) indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or capital stock of FastenTech or any Restricted Subsidiary, provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by FastenTech and the Restricted Subsidiaries in connection with such disposition;

(12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;

(13) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time not to exceed the sum of (x) 60% of the consolidated book value of the inventory of Foreign Subsidiaries and (y) 85% of the consolidated book value of the accounts receivable of such Foreign Subsidiaries, in each case as of the end of the most recent fiscal quarter for which internal financial statements are available;

(14) Acquired Indebtedness; provided, however, that at the time such Person becomes a Restricted Subsidiary or is acquired by FastenTech or at the time such Person is merged with or into FastenTech or one of its Restricted Subsidiaries, FastenTech would have been able to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the incurrence of such Acquired Indebtedness pursuant to this clause; and

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(15) in addition to the Indebtedness referred to in clauses (1) through (14) above, Indebtedness in an aggregate principal amount not to exceed $20,000,000 at any time outstanding.

The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded, so long as the obligor is permitted to incur such obligation. In the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (2) through (15) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, FastenTech shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant (provided, however, that all Indebtedness outstanding under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and, in FastenTech’s sole discretion, may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (2) through (15) of the definition of “Permitted Indebtedness” or the first paragraph of this covenant (provided, however, that at the time of reclassification it meets the criteria in such category or categories). The amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture.

Accrual of interest, accrual of dividends, fluctuations in exchange rates and commodity prices and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value of the Indebtedness in the case of any Indebtedness issued with original issue discount and (2) the principal amount or liquidation preference thereof, together with any interest and dividends thereon that is more than 30 days past due, in the case of any other Indebtedness.

For purposes of determining compliance of any non-U.S. dollar-denominated Indebtedness with this covenant, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

In addition, FastenTech will not permit any Unrestricted Subsidiary to incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of FastenTech as of such time (and, if such Indebtedness is not permitted to be incurred as of such time under the “Limitation on Indebtedness” covenant, FastenTech shall be in Default of such covenant).

Limitations on Layering Indebtedness

FastenTech will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or suffer to exist any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) senior to the notes or the Subsidiary Guarantee of such Restricted Subsidiary and subordinated to any other Indebtedness of FastenTech or of such Restricted Subsidiary, as the case may be.

Limitation on Restricted Payments

FastenTech will not, and will not permit any Restricted Subsidiary, directly or indirectly, to:

(1) declare or pay any dividend or make any distribution on or in respect of its capital stock (including any payment in connection with any merger or consolidation involving FastenTech or any Restricted Subsidiary) except:

(a) dividends or distributions payable in Qualified Stock or in options, warrants or other rights to purchase Qualified Stock; and

(b) dividends or distributions payable to FastenTech or a Restricted Subsidiary of FastenTech (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common capital stock on a pro rata basis);

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(2) purchase, repurchase, redeem or otherwise acquire or retire for value any capital stock of FastenTech or a Restricted Subsidiary held by persons other than FastenTech or a Restricted Subsidiary of FastenTech (other than in exchange for Qualified Stock);

(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, before scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations; or

(4) make any Restricted Investment in any person;

(any of the foregoing referred to in clauses (1) through (4) shall be referred to herein as a “Restricted Payment”), if at the time FastenTech or such Restricted Subsidiary makes such Restricted Payment:

(a) a Default has occurred and is continuing (or would result from such Restricted Payment);

(b) FastenTech is not able to incur an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception; or

(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (other than Restricted Payments made pursuant to clauses (2), (3) and (5) of the next paragraph) would exceed the sum of:

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus

(ii) the aggregate Net Cash Proceeds received after the Issue Date by FastenTech or its Restricted Subsidiaries from the (A) issuance and sale of Qualified Stock by FastenTech or its Restricted Subsidiaries or capital contributions to FastenTech or (B) issuance and sale of Disqualified Stock or Indebtedness of FastenTech or its Restricted Subsidiaries that has been converted into or exchanged by FastenTech or its Restricted Subsidiaries for Qualified Stock of FastenTech or a Restricted Subsidiary, less the amount of any cash, or the fair market value of any other assets, distributed by FastenTech or any Restricted Subsidiary upon such conversion or exchange (other than Net Cash Proceeds received from an issuance and sale of capital stock to, or capital contributions from, (x) FastenTech or a Subsidiary of FastenTech or (y) an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by FastenTech or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); plus

(iii) to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (i) above, 100% of (x) any amount received in cash or marketable securities (upon conversion thereof to cash within 30 days of receipt thereof) by FastenTech or any Restricted Subsidiary as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, and (y) the aggregate amount of cash or marketable securities (upon conversion thereof to cash within 30 days of receipt thereof) received by FastenTech or any Restricted Subsidiary upon the sale or other disposition of, the investee (other than an Unrestricted Subsidiary) of any Investment made by FastenTech and the Restricted Subsidiaries since the Issue Date (other than from an Investment in a Restricted Subsidiary); provided, however, that the foregoing sum shall not exceed, in the case of any investee (other than an Unrestricted Subsidiary), the aggregate amount of Restricted Investments previously made by FastenTech or any Restricted Subsidiary in such investee subsequent to the Issue Date; plus

(iv) to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (i) above, 100% of (x) any amount received in cash by FastenTech or any Restricted Subsidiary as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, or upon the sale or other disposition of the capital stock of, an Unrestricted Subsidiary of FastenTech and (y) the fair market value of the net assets of an Unrestricted Subsidiary of FastenTech, at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or is liquidated into, FastenTech or any Restricted Subsidiary, multiplied by FastenTech’s proportionate interest in such Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of Restricted Investments previously made by FastenTech or any Restricted Subsidiary in such Unrestricted Subsidiary subsequent to the Issue Date.

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The provisions of the preceding paragraph will not prohibit:

(1) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this “Limitation on Restricted Payments” covenant;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of capital stock of FastenTech or Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Stock (other than capital stock issued or sold to a Subsidiary of FastenTech or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by FastenTech or any Restricted Subsidiary unless such loans have been repaid with cash prior to the date of determination) or a substantially concurrent cash capital contribution to FastenTech; provided, however, that the Net Cash Proceeds from such sale will be excluded from clause (c)(ii) of the preceding paragraph;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Subordinated Obligations that qualify as refinancing Indebtedness;

(4) repurchases of capital stock deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof; provided, however, that such repurchases will be excluded from subsequent calculations of the amount of Restricted Payments;

(5) so long as no Default or Event of Default has occurred and is continuing, any purchase, repurchase, redemption or other acquisition of Subordinated Obligations from Net Available Cash to the extent not otherwise required to be applied pursuant to the “Limitation on Sales of Assets and Subsidiary Stock” covenant; provided, however, that such purchase, repurchase, redemption of other acquisition will be excluded in the calculation of the amount of Restricted Payments;

(6) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom) loans or advances to employees or directors of FastenTech or any Subsidiary of FastenTech the proceeds of which are used to purchase Qualified Stock (or repurchases of such capital stock in exchange for cancellation of such loans or advances), in an aggregate amount not in excess of $1,000,000 at any one time outstanding; provided, however, that (a) the amount of such loans and advances will be included in the calculation of the amount of Restricted Payments and (b) the Net Cash Proceeds from any such sale of Qualified Stock of FastenTech will be excluded from clause (c)(ii) of the preceding paragraph;

(7) any purchase, repurchase, redemption or other acquisition of (a) Disqualified Stock of FastenTech made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of FastenTech that qualifies as refinancing Indebtedness or (b) Disqualified Stock of a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of such Restricted Subsidiary or FastenTech that qualifies as refinancing Indebtedness; provided, however, in each case under this clause (7) that (i) such refinancing Indebtedness is not issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by FastenTech or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination, (ii) at the time of such exchange, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) such purchase, repurchase, redemption or other acquisition will be excluded in the calculation of the amount of Restricted Payments;

(8) upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the notes pursuant to the covenant described under “Change of Control” above (including the purchase of all notes tendered), any purchase, repurchase, redemption or other acquisition of Subordinated Obligations required pursuant to the terms thereof as a result of such Change of Control at a purchase, repurchase, redemption or other acquisition price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (a) at the time of such purchase, repurchase, redemption or other acquisition, no Default shall have occurred and be continuing (or would result therefrom), (b) FastenTech would be able to incur an additional $1.00 of Indebtedness pursuant to the first paragraph of the covenant described under “—Limitation on Indebtedness” after giving pro forma effect to such Restricted Payment, (c) such purchase, repurchase, redemption or other acquisition is not made, indirectly or indirectly, from the proceeds of (or made in anticipation of) any incurrence of Indebtedness by FastenTech or any Subsidiary and (d) such purchase, repurchase, redemption or other acquisition will be included in the calculation of the amount of Restricted Payments;

(9) purchases of capital stock of Restricted Subsidiaries from minority Holders (other than Affiliates of FastenTech); provided, however, that upon giving effect to any such purchase of capital stock of any Restricted Subsidiary,

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such Subsidiary shall be a Subsidiary Guarantor; provided further, however, that such purchases will be included in the calculation of the amount of Restricted Payments;

(10) any Investment made by the exchange for, or out of the proceeds of, a capital contribution in respect of or the substantially concurrent sale of, capital stock (other than Disqualified Stock) of FastenTech to the extent the net cash proceeds thereof are received by FastenTech (other than from a Restricted Subsidiary of FastenTech); provided, however, that the amount of such capital contribution or proceeds used to make such Investment shall be excluded from the calculation of the amount of Restricted Payments;

(11) repayment of all outstanding indebtedness under the (a) Senior Credit Agreement, dated as of March 16, 2000, as amended, between Nelson Stud Welding, Inc., Progessive Stamping Co. (DE), Inc., the subsidiary borrowers, the lenders and Bank One, NA, as Administrative Agent, (b) Amended and Restated Credit Agreement, dated as of June 11, 1998, as amended, among FabriSteel Products, Inc., the eligible subsidiaries, Morgan Guaranty Trust Company, as Agent, (c) Senior Subordinated Credit Agreement, dated as of March 31, 1999, between FabriSteel Products, Inc., and Citigroup Mezzanine Partners, L.P., (d) Subordinated Credit Agreement, dated as of March 17, 2000, by and between FabriSteel Holdings, Inc., and Citicorp Mezzanine Partners, L.P., (e) Swap Transaction Letter Agreement, dated July 5, 2000, between Morgan Guaranty Trust Company of New York and FabriSteel Products, Inc. and (f) Letter Agreement, dated November 8, 2000, between Nelson Stud Welding, Inc. and Bank One, NA (Chicago, Illinois) with respect to interest rate swaps; and

(12) Restricted Payments in an amount not to exceed $10,000,000 in the aggregate.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by FastenTech or any Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively by the board of directors acting in good faith, whose resolution with respect thereto shall be delivered to the trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated to exceed $10,000,000.

Limitation on Liens

FastenTech will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur or suffer to exist any Lien (other than Permitted Liens) upon any of its respective assets (including capital stock), whether owned on the date of the indenture or acquired after that date, which Lien secures any Indebtedness that ranks equally with, or is subordinate to the notes or any Subsidiary Guarantee in right of payment, unless contemporaneously with the incurrence of such Lien, effective provision is made to secure the Indebtedness due under the indenture and the notes or any Subsidiary Guarantees equally and ratably with or prior to such obligation with a Lien on the same collateral for so long as such obligation is secured by such Lien; provided, however, that, in the case of any Lien securing an obligation that is subordinated in right of payment to the notes or a Subsidiary Guarantee, the Lien securing such Obligations, will also be subordinated by its terms to the notes or such Subsidiary Guarantee, as the case may be, at least to the same extent.

Limitation on Restrictions on Distributions From Restricted Subsidiaries

FastenTech will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its capital stock or pay any Indebtedness or other obligations owed to FastenTech or any Restricted Subsidiary;

(2) make any loans or advances to FastenTech or any Restricted Subsidiary; or

(3) transfer any of its property or assets to FastenTech or any Restricted Subsidiary.

The preceding provisions will not prohibit:

(i) any encumbrance or restriction pursuant to the indenture or an agreement in effect at or entered into on the date of the indenture (including, without limitation, the indenture and the Credit Agreement in effect on such date) or any encumbrance or restriction pursuant to any Indebtedness incurred after the Issue Date no more restrictive, taken as a whole, than the encumbrances or restrictions pursuant to the Credit Agreement or the indenture;

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(ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness incurred by a Restricted Subsidiary before the date on which such Restricted Subsidiary was acquired by FastenTech (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by FastenTech or in contemplation of such transaction) and outstanding on such date;

(iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to refinancing Indebtedness or Indebtedness under the Credit Agreement incurred to refinance Indebtedness pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable, taken as a whole, in any material respect to the holders of the notes than the encumbrances and restrictions contained in such agreements referred to in clauses (i) and (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable or are ordinary and customary for a financing of that type and would not materially adversely affect FastenTech’s ability to make payments on the notes (in each case as determined in good faith by FastenTech’s board of directors);

(iv) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction:

(A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract;

(B) contained in mortgages, pledges or other security agreements securing Indebtedness of FastenTech or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of FastenTech or any Restricted Subsidiary;

(v) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(vi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the capital stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(vii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;

(viii) any restriction with respect to a Restricted Subsidiary contained in any agreement or instrument governing capital stock (other than Disqualified Stock) of any Restricted Subsidiary that is in effect on the date such Restricted Subsidiary is acquired by FastenTech (and is not incurred in contemplation of such acquisition);

(ix) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

(x) any agreement or instrument placing contract restrictions or restrictions applicable only to a Securitization Entity effected in connection with, or Liens on receivables or related assets which are the subject of, a Permitted Securitization Transaction.

Limitation on Sales of Assets and Subsidiary Stock

FastenTech will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:

(1) FastenTech or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the board of directors (including as to the value of all non-cash consideration), of the assets subject to such Asset Disposition;

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(2) at least 75% of the consideration from such Asset Disposition received by FastenTech or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied within 360 days from the later of the date of such asset Disposition or the receipt of such Net Available Cash:

(a) to prepay, repay or purchase Senior Debt or Guarantor Senior Debt, including, without limitation, obligations under the Credit Agreement; provided, however, that, in connection with any such prepayment, repayment or purchase, FastenTech will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased;

(b) to repay any Indebtedness that was secured by the assets sold in such Asset Disposition; and

(c) to invest in Additional Assets.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 361st day after the later of the date of an Asset Disposition or the receipt of Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $5,000,000, FastenTech will be required to make an offer (“Asset Disposition Offer”) to all holders of notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring FastenTech to make an offer to repurchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to repurchase the maximum principal amount of notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be repurchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase and the offer price for the Pari Passu Notes, in accordance with the procedures set forth in the indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate amount of notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, FastenTech may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the indenture. If the aggregate principal amount of notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the trustee shall select the notes and Pari Passu Notes to be repurchased on a pro rata basis on the basis of the aggregate principal amount of tendered notes and Pari Passu Notes. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

The Asset Disposition Offer will remain open for a period of 20 business days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five business days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), FastenTech will repurchase the principal amount of notes and Pari Passu Notes required to be purchased pursuant to this covenant (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer.

On or before the Asset Disposition Purchase Date, FastenTech will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of notes and Pari Passu Notes or portions of notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. FastenTech will deliver to the trustee an officers’ certificate stating that such notes or portions thereof were accepted for payment by FastenTech in accordance with the terms of this covenant and, in addition, FastenTech will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. FastenTech or the paying agent, as the case may be, will promptly (but in any case not later than five business days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the repurchase price of the notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by FastenTech for purchase, and FastenTech will promptly issue a new note, and the trustee, upon delivery of an officers’ certificate from FastenTech, will authenticate and mail or deliver such new note to such holder, in a principal amount equal to any unpurchased portion of the note surrendered; provided, however, that each such new note will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, FastenTech will take any and all other actions required by the agreements governing the Pari Passu Notes. Any note not so accepted will be promptly mailed or delivered by FastenTech to the holder thereof. FastenTech will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date.

For the purposes of this covenant, the following will be deemed to be cash:

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(1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of FastenTech or of any Restricted Subsidiary of FastenTech that is a Subsidiary Guarantor and the release of FastenTech or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case FastenTech will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) above); and

(2) notes or other securities received by FastenTech or any Restricted Subsidiary of FastenTech from the transferee that are converted promptly by FastenTech or such Restricted Subsidiary into cash.

FastenTech will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to the indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, FastenTech will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indenture by virtue of any conflict.

Limitation on Affiliate Transactions

FastenTech will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any Affiliate of FastenTech (an “Affiliate Transaction”) unless:

(1) the terms of such Affiliate Transaction are no less favorable to FastenTech or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a person that is not an Affiliate;

(2) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such transaction have been approved by a majority of the members of the board of directors of FastenTech and by a majority of the disinterested members of such board of directors, if any (and such majority or majorities, as the case may be, determine that such Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event such Affiliate Transaction involves an aggregate amount in excess of $15,000,000, FastenTech has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a person that is not an Affiliate.

The preceding paragraph will not apply to:

(1) transactions exclusively between or among FastenTech and/or any of its Restricted Subsidiaries; provided, however, in each case, such transaction is not otherwise prohibited by the indenture and that no Affiliate of FastenTech (other than another Restricted Subsidiary) owns capital stock in any such Restricted Subsidiary;

(2) any agreement in effect on the Issue Date as in effect on the Issue Date or as thereafter amended in a manner which is, taken as a whole, in the good faith judgment of the board of directors of FastenTech not materially less favorable to FastenTech or such Restricted Subsidiary than the original agreement as in effect on the Issue Date;

(3) any directors’ fees, employment, compensation, benefit, incentive, indemnity or similar agreements, arrangements or plans in respect of any officer, director, employee or consultant of FastenTech or any Restricted Subsidiary entered into in the ordinary course of business and approved by the board of directors of FastenTech;

(4) loans and advances permitted by clause (7) of the definition of “Permitted Investments”;

(5) any transaction with a Unrestricted Subsidiary in the ordinary course of business that complies with the requirements of clause (1) of the first paragraph of this covenant;

(6) the performance of obligations of FastenTech or any of its Restricted Subsidiaries under the terms of any agreement to which FastenTech or any of its Restricted Subsidiaries is a party on the Issue Date and identified on a schedule to the indenture on the Issue Date, as these agreements may be amended, modified or supplemented from time to time in compliance with the first paragraph of this covenant;

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(7) customary commercial banking, investment banking, underwriting, placement agent or financial advisory fees paid in connection with services rendered to FastenTech or the Restricted Subsidiaries in the ordinary course of business that complies with the requirements of clause (1) of the first paragraph of this covenant;

(8) the Advisory Agreement;

(9) purchase, lease, supply or similar agreements entered into in the ordinary course of business between FastenTech or any Restricted Subsidiaries and any Unrestricted Subsidiary or any Affiliate, so long as a majority of the disinterested directors determine that any such agreement is on terms no less favorable to FastenTech or the Restricted Subsidiary, as applicable, than those that could have been obtained in a comparable arm’s-length transaction with Person that is not an Affiliate;

(10) the issuance and sale of Qualified Stock;

(11) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments;” and

(12) transactions effected as part of a Permitted Securitization Transaction.

Limitation on Sales of Capital Stock of Restricted Subsidiaries

FastenTech will not, and will not permit any Restricted Subsidiary (other than a Securitization Entity) to, transfer, convey, sell, lease or otherwise dispose of any capital stock of any Restricted Subsidiary or to issue any capital stock of any Restricted Subsidiary (other than, if necessary, shares of capital stock constituting directors’ qualifying shares) to any person except:

(1) to FastenTech or a Wholly-Owned Subsidiary; or

(2) in compliance with the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” and immediately after giving effect to such issuance or sale, such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer be a Restricted Subsidiary, then the Investment of FastenTech in such person (after giving effect to such issuance or sale) would have been permitted to be made under the covenant described under “—Limitation on Restricted Payments” as if made on the date of such issuance or sale.

Notwithstanding the preceding paragraph, FastenTech may sell all the capital stock of a Restricted Subsidiary as long as FastenTech complies with the terms of the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” and may create Liens that are Permitted Liens.

Future Subsidiary Guarantors

If, after the Issue Date, (a) FastenTech or one or more of its Restricted Subsidiaries (other than a Securitization Entity) shall acquire or create another Subsidiary (other than (x) a Subsidiary that has been designated an Unrestricted Subsidiary or (y) a Foreign Subsidiary) or (b) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary (other than a Foreign Subsidiary), then, in each such case, the Issuer shall cause such Restricted Subsidiary (other than a Securitization Entity) to:

(1) execute and deliver to the Trustee (x) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the notes on a senior subordinated basis and (y) a notation of guarantee in respect of its Subsidiary Guarantee; and

(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (x) has been duly authorized, executed and delivered by such Restricted Subsidiary and (y) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

SEC Reports

Notwithstanding that FastenTech may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, FastenTech will file with the Securities and Exchange Commission, and provide to the trustee and the holders of the notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein; provided, however, that availability of the foregoing materials on the SEC’s EDGAR service shall be

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deemed to satisfy FastenTech’s delivery obligations hereunder. In the event that FastenTech is not permitted to file such reports, documents and information with the Securities and Exchange Commission pursuant to the Exchange Act, FastenTech will nevertheless provide such Exchange Act information to the trustee and the holders of the notes as if FastenTech were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein.

If FastenTech has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of FastenTech and the Restricted Subsidiaries.

Merger, Consolidation, Etc.

FastenTech will not consolidate with or merge with or into, or sell, lease, convey, assign, transfer or otherwise dispose of all or substantially all its assets to, any person, unless:

(1) the resulting, surviving or transferee person (the “Successor Company”) will be a corporation or limited liability company organized and existing under the laws of the United States of America, any State of the United States of America or the District of Columbia and the Successor Company (if not FastenTech) will expressly assume, by supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of FastenTech under the notes, the indenture and the exchange and registration rights agreement;

(2) immediately after giving effect to such transaction (including any Indebtedness incurred and Liens incurred or granted in connection therewith), no Default has occurred and is continuing;

(3) immediately after giving effect to such transaction, the Successor Company would be able to incur at least an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception;

(4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such person’s obligations in respect of the indenture and the notes and its obligations under the exchange and registration rights agreement shall continue to be in effect; and

(5) FastenTech shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

Except as provided in the fourth paragraph under the caption “—Subsidiary Guarantees,” no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Successor Company) another person, whether or not Affiliated with such Subsidiary Guarantor, unless:

(1) the Successor Company will be a corporation or limited liability company organized and existing under the laws of the United States of America, any State of the United States of America or the District of Columbia and the Successor Company (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and the exchange and registration rights agreement; and

(2) immediately after giving effect to such transaction (including any Indebtedness incurred and Liens incurred or granted in connection therewith), no Default has occurred and is continuing.

Upon any consolidation or merger of FastenTech or a Subsidiary Guarantor, or any transfer of all or substantially all of the assets of FastenTech in accordance with the foregoing, in which FastenTech or such Subsidiary Guarantor is not the continuing obligor under the notes or its Subsidiary Guarantee, as the case may be, the Surviving Company formed by such consolidation or into which FastenTech or such Subsidiary Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, FastenTech or such Subsidiary Guarantor under the indenture, the notes and the Subsidiary Guarantees with the same effect as if such Surviving Company had been named therein as FastenTech or such Subsidiary Guarantor and, except in the case of a conveyance, transfer or lease, FastenTech or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the notes or in respect of its Subsidiary Guarantee, as the case may be, and all of FastenTech’s or such Subsidiary Guarantor’s other obligations and covenants under the notes, the indenture and its Subsidiary Guarantee, if applicable.

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For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the assets of one or more Subsidiaries of FastenTech, which assets, if held by FastenTech instead of such Subsidiaries, would constitute all or substantially all of the assets of FastenTech on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of FastenTech.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a person.

Notwithstanding clause (3) of the first paragraph of this covenant, (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its assets to FastenTech or a Wholly-Owned Subsidiary of FastenTech and (y) FastenTech may merge with an Affiliate incorporated solely for the purpose, and with the effect, of reincorporating FastenTech in another jurisdiction to realize tax or other benefits.

Limitation on Lines of Business

FastenTech will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Related Business.

Events of Default

Each of the following is an “Event of Default”:

(1) default by FastenTech in any payment of interest or liquidated damages (as required by the exchange and registration rights agreement) on any note when due and payable, continued for 30 days (whether or not such payment is prohibited by the subordination provisions of the indenture);

(2) default by FastenTech in the payment of principal of or premium, if any, on any note when due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise (whether or not such payment is prohibited by the subordination provisions of the indenture);

(3) failure by FastenTech or any Subsidiary Guarantor to comply with its obligations described under “—Certain Covenants—Merger, Consolidation Etc.”;

(4) failure by FastenTech to comply for 30 days after the notice specified below with any of its obligations under the covenants described under “—Change of Control” or “—Certain Covenants” above and certain other covenants (in each case, other than a failure to repurchase notes when required pursuant to the covenants described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Change of Control,” which will constitute an Event of Default under clause (2) above, and other than a failure to comply with “—Certain Covenants—Merger, Consolidation Etc.,” which will constitute an Event of Default under clause (3) above);

(5) failure by FastenTech to comply for 60 days after the notice specified below with its other agreements contained in the indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by FastenTech or any Restricted Subsidiary (or the payment of which is Guaranteed by FastenTech or any Restricted Subsidiary), other than Indebtedness owed to FastenTech or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists or is created after the date of the indenture, which default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness before the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness before its maturity (the “Cross-Acceleration Provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5,000,000 or more;

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(7) certain events of bankruptcy, insolvency or reorganization of FastenTech or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest available financial statements for FastenTech and the Restricted Subsidiaries), would constitute a Significant Subsidiary (the “Bankruptcy Provisions”);

(8) failure by FastenTech or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest available financial statements for FastenTech and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $5,000,000 or its foreign currency equivalent (net of any amounts for which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “Judgment Default Provision”); or

(9) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Subsidiary Guarantee and the indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under the indenture or its Subsidiary Guarantee.

However, a Default under clauses (4) and (5) of this paragraph will not constitute an Event of Default until the trustee or the holders of at least 25% in principal amount of the outstanding notes notify FastenTech of the default and FastenTech does not cure such Default within the time specified in clauses (4) and (5) of this paragraph after receipt of such notice.

If an Event of Default (other than an Event of Default described in clause (7) above with respect to FastenTech) occurs and is continuing, the trustee by notice to FastenTech, or the holders of at least 25% in principal amount of the outstanding notes by notice to FastenTech and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be immediately due and payable. If an Event of Default described in clause (7) above occurs and is continuing with respect to FastenTech, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.

The holders of a majority in principal amount of the outstanding notes, by notice to the trustee, may waive all past Defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived.

Subject to the provisions of the indenture relating to the duties of the trustee, if an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. The indenture provides that in the event an Event of Default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. Before taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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The indenture provides that if a Default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the Default within 90 days after it occurs. Except in the case of Default in the payment of principal of, premium, if any, or interest on any note, the trustee may withhold notice if and so long as a committee of trust officers of the trustee in good faith determines that withholding notice is in the interests of the holders. In addition, FastenTech is required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. FastenTech also is required to deliver to the trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute Events of Default, their status and any action FastenTech has taken or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the indenture may be amended with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). However, without the consent of each holder affected, no amendment or waiver may, among other things:

(1) reduce the amount of notes whose holders must consent to an amendment;

(2) reduce the stated rate of, or extend the stated time for, payment of interest on any note;

(3) reduce the principal of or change the Stated Maturity of any note;

(4) change the redemption provisions in any manner adverse to the holders of notes;

(5) make any note payable in money other than that stated in the note;

(6) impair the right of any holder to receive payment of, principal of, premium, if any, and interest on such holder’s notes on or after the due dates therefor, or to institute suit for the enforcement of any payment on or with respect to such holder’s notes;

(7) modify or change any provision of the indenture or the related definitions affecting the subordination of the notes or of any Subsidiary Guarantee in a manner that adversely affects the rights of any holder;

(8) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except as permitted by the indenture; or

(9) make any change in the amendment provisions which require each holder’s consent.

Without the consent of any holder, FastenTech and the trustee may amend the indenture to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a successor corporation or limited liability company of the obligations of FastenTech under the indenture;

(3) provide for uncertificated notes in addition to or in place of certificated notes (provided, however, that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the internal revenue code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the internal revenue code);

(4) add Subsidiary Guarantees;

(5) secure the notes;

(6) add to the covenants of FastenTech or the Subsidiary Guarantors for the benefit of the holders or surrender any right or power conferred upon FastenTech;

(7) make any change that does not adversely affect the rights of any holder; or

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(8) comply with any requirement of the Securities and Exchange Commission in connection with the qualification of the indenture under the Trust Indenture Act.

The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, FastenTech is required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

No amendment of, or supplement or waiver to, the indenture shall adversely affect the rights of any holder of Senior Debt or Guarantor Senior Debt under the subordination provisions of the indenture, without the consent of such holder.

Defeasance

FastenTech at any time may terminate all its obligations under the notes and the indenture (“Legal Defeasance”), except for certain obligations, including those regarding the Defeasance Trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. If FastenTech exercises its Legal Defeasance option, the Subsidiary Guarantees in effect at such time will terminate.

FastenTech at any time may terminate its obligations under covenants described under “—Certain Covenants” (other than “Merger, Consolidation Etc.”), the operation of the cross-default upon a Payment Default, the Cross-Acceleration Provision, the Bankruptcy Provisions with respect to Significant Subsidiaries and the Judgment Default Provision and the Subsidiary Guarantee provision described under “Events of Default” above and the limitations contained in clause (3) and clause (4) under “Certain Covenants—Merger, Consolidation Etc.” above (“Covenant Defeasance”).

FastenTech may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If FastenTech exercises its Legal Defeasance option, payment of the notes may not be accelerated because of an Event of Default. If FastenTech exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default described in clause (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under “Events of Default” above or because of the failure of FastenTech to comply with clause (3) and clause (4) under “Certain Covenants—Merger, Consolidation Etc.” above.

In order to exercise either defeasance option, FastenTech must irrevocably deposit in trust (the “Defeasance Trust”) with the trustee for the benefit of the holders money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the trustee of an opinion of counsel (subject to customary exceptions and exclusions) to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of Legal Defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of notes which shall survive until all notes have been canceled) as to all outstanding notes when either:

(1) all the notes that have been authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by FastenTech and thereafter repaid to FastenTech or discharged from this trust) have been delivered to the trustee for cancellation; or

(2) (a) all notes not delivered to the trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “—Optional Redemption,” and FastenTech has irrevocably deposited or caused to be deposited with the trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the notes not theretofore delivered to the trustee for cancellation,

(b) FastenTech has paid all sums payable by it under the indenture,

(c) FastenTech has delivered irrevocable instructions to the trustee to apply the deposited money toward the payment of the notes at maturity or on the date of redemption, as the case may be, and

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(d) the holders of outstanding notes have a valid, perfected, exclusive security interest in this trust.

In addition, FastenTech must deliver an officers’ certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, controlling person or stockholder of FastenTech or any Subsidiary Guarantor, as such, shall have any liability for any obligations of FastenTech under the notes or the indenture or the Subsidiary Guarantees for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Securities and Exchange Commission that such a waiver is against public policy.

Concerning the Trustee

BNY Midwest Trust Company is the trustee under the indenture and has been appointed by FastenTech as registrar and paying agent with regard to the notes.

Governing Law

The indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Acquired Indebtedness” means (1) with respect to any person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such person and its Subsidiaries existing at the time such person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary and (2) with respect to FastenTech or any Restricted Subsidiary, any Indebtedness of a person (other than FastenTech or a Restricted Subsidiary) existing at the time such person is merged with or into FastenTech or a Restricted Subsidiary, or Indebtedness expressly assumed by FastenTech or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another person, which Indebtedness was not, in any case, incurred by such other person in connection with, or in contemplation of, such merger or acquisition.

“Additional Assets” means:

(1) any assets (other than Indebtedness and securities) to be used by FastenTech or a Restricted Subsidiary of FastenTech in a Related Business;

(2) the capital stock of a person that becomes a Restricted Subsidiary as a result of the acquisition of such capital stock by FastenTech or a Restricted Subsidiary of FastenTech; or

(3) capital stock constituting a minority interest in any person that at such time is a Restricted Subsidiary of FastenTech;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Related Business.

“Advisory Agreement” means the Advisory Agreement, to be dated as of May 1, 2003, by and among FastenTech, certain of its Subsidiaries from time to time and Citicorp Venture Capital Ltd., as in effect on the Issue Date.

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified person; provided, however, that no lender under the Credit Agreement shall be treated as an Affiliate solely by virtue of the exercise of its rights and remedies thereunder. For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided, however, that beneficial ownership of 10% or more of the voting stock of a person shall be deemed to be control.

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“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of capital stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by FastenTech or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition by a Restricted Subsidiary to FastenTech or by FastenTech or a Restricted Subsidiary to a Wholly-Owned Subsidiary;

(2) the sale of Cash Equivalents in the ordinary course of business;

(3) dispositions of inventory in the ordinary course of business;

(4) dispositions of obsolete or worn-out equipment or equipment that is no longer useful in the conduct of the business of FastenTech and the Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;

(5) transactions permitted under “—Certain Covenants—Merger, Consolidation Etc.”;

(6) an issuance of capital stock by a Restricted Subsidiary to FastenTech or to a Wholly-Owned Subsidiary;

(7) for purposes of “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, the making of a Permitted Investment or a disposition subject to and permitted by “—Certain Covenants—Limitation on Restricted Payments”;

(8) dispositions of assets with an aggregate fair market value since the Issue Date of less than $1,000,000;

(9) dispositions in connection with Permitted Liens; and

(10) sales of accounts receivable and related assets of the type described in the definition of “Permitted Securitization Transaction” to a Securitization Entity for the fair market value thereof, and transfers of accounts receivable and related assets of the type described in the definition of “Permitted Securitization Transaction” (or a fractional undivided interest therein) by a Securitization Entity in a Permitted Securitization Transaction.

“Average Life” means, as of the date of determination, with respect to any Indebtedness or preferred stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such preferred stock multiplied by the amount of such payment by (2) the sum of all such payments.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the government or any agency or instrumentality (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

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(2) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition (provided that the full faith and credit of the United States is pledged in support thereof) and, at the time of acquisition thereof, having a credit rating of at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the equivalent thereof by Moody’s Investors Service, Inc.;

(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank, the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the equivalent thereof by Moody’s Investors Service, Inc., and having combined capital and surplus in excess of $500,000,000;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;

(5) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(6) interests in any investment company or money market fund which invests solely in instruments of the type specified in clauses (1) through (5) above.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d–3 and 13d–5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power (including by the terms of the organizational documents governing such shares, any agreement or otherwise) of the voting stock of FastenTech (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any voting stock of FastenTech held by a parent entity, if such person or group “beneficially owns,” directly or indirectly, more than 50% of the voting power (including by the terms of the organizational documents governing such shares, agreement or otherwise) of the voting stock of such parent entity); or

(2) the first day on which a majority of the members of the board of directors of FastenTech are not Continuing Directors; or

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of FastenTech and the Restricted Subsidiaries, taken as a whole, to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder; or

(4) the adoption by the stockholders of FastenTech of a plan or proposal for the liquidation or dissolution of FastenTech.

“Consolidated Coverage Ratio” means, with respect to any person, as of any date of determination, with respect to any person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if FastenTech or any Restricted Subsidiary:

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(a) has incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility, including, without limitation, the Credit Agreement, outstanding on the date of such calculation will be computed based on (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

(b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination, or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility, including, without limitation, the Credit Agreement, unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2) if since the beginning of such period FastenTech or any Restricted Subsidiary has made any Asset Disposition or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Asset Disposition:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of FastenTech or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to FastenTech and the continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the capital stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent FastenTech and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(3) if, since the beginning of such period, FastenTech or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary or is merged with or into FastenTech) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit, division or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) if, since the beginning of such period, any person that subsequently became a Restricted Subsidiary or was merged with or into FastenTech or any Restricted Subsidiary since the beginning of such period will have made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by FastenTech or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such Asset Disposition or Investment or acquisition of assets occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of FastenTech (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

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“Consolidated EBITDA” means, without duplication:

(1) the Consolidated Net Income for such period; plus

(2) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense;

(b) Consolidated Income Taxes;

(c) consolidated depreciation expense of FastenTech and its consolidated Restricted Subsidiaries determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture;

(d) consolidated amortization of intangibles of FastenTech and its consolidated Restricted Subsidiaries determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture; and

(e) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period, or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); minus

(3) the aggregate amount of all non-cash charges, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period.

Notwithstanding the preceding sentence, amounts under clauses (2)(b) through (e) and clause (3), to the extent relating to amounts of a Restricted Subsidiary of a Person, will be added to or subtracted from Consolidated Net Income to compute Consolidated EBITDA of such person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such person and, to the extent the amounts set forth in clauses (2)(b) through (e) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to FastenTech by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

“Consolidated Income Taxes” means, with respect to any person for any period, taxes imposed upon such person or other payments required to be made by such person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such person or such person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

“Consolidated Interest Expense” means, for any period, the total interest expense of FastenTech and its consolidated Restricted Subsidiaries determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture, whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capitalized Lease Obligations in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture and the interest component of any deferred payment obligations;

(2) amortization of issuance costs, debt discount or premium, and other financing fees and expenses;

(3) non-cash interest expense;

(4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(5) the interest expense on Indebtedness of another person that is Guaranteed by such person or one of its Restricted Subsidiaries or secured by a Lien on assets of such person or one of its Restricted Subsidiaries;

(6) net costs associated with Hedging Obligations (including amortization of fees);

(7) the consolidated interest expense of such person and its Restricted Subsidiaries that was capitalized during such period;

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(8) the product of (a) all dividends paid or payable in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such person or on preferred stock of its Restricted Subsidiaries payable to a party other than FastenTech or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture;

(9) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than FastenTech) in connection with Indebtedness incurred by such plan or trust; and

(10) all interest payable with respect to discontinued operations.

For purposes of the foregoing, total interest expense will be determined after giving effect to any net payments made or received by FastenTech and its Subsidiaries with respect to Interest Rate Agreements.

“Consolidated Net Income” means, for any period, the net income (loss) of FastenTech and its consolidated Restricted Subsidiaries determined in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture; provided, however, that there will not be included in such Consolidated Net Income:

(1) any net income (loss) of any person if such person is not a Restricted Subsidiary, except that subject to the limitations contained in clauses (4), (5) and (6) below, FastenTech’s equity in the net income of any such person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such person during such period to FastenTech or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (3) below);

(2) any net income (or loss) of any person acquired by FastenTech or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(3) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to FastenTech, except that:

(a) subject to the limitations contained in clauses (4), (5) and (6) below, FastenTech’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to FastenTech or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

(b) FastenTech’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

(4) any gain (or loss) realized upon the sale or other disposition of any property, plant or equipment of FastenTech or its consolidated Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any capital stock of any person;

(5) any extraordinary gain or extraordinary loss; and

(6) the cumulative effect of a change in accounting principles.

“Continuing Directors” means, as of the date of determination, any member of the board of directors of FastenTech who: (1) was a member of such board of directors on the date of the indenture; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Agreement” means the Credit Agreement, dated as of May 1, 2003, among FastenTech, JPMorgan Chase Bank, as Administrative Agent, and the lenders and letter of credit issuing banks party thereto, together with the related documents thereto (including, without limitation, any guarantee agreements, intercreditor agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of FastenTech as additional borrowers or guarantors

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thereunder) all or a portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Currency Agreement” means, in respect of a person, any foreign exchange contract, currency swap agreement or other similar agreement as to which such person is a party or a beneficiary.

“CVC” means (i) any Subsidiary of Citigroup Inc., a Delaware corporation, including Citicorp Venture Capital Ltd., a New York corporation, (ii) any investment vehicle that (A) is sponsored or managed (whether through ownership of securities having a majority of the voting power or through the management of investments) by any Subsidiary included in clause (i) hereof and (B) contains, as a part of its name “Citigroup,” “CVC” or any variant thereof, or (iii) Citigroup Venture Capital Partners, L.P., a Delaware limited partnership and its Affiliates.

“CVC Investors” means (i) CVC, (ii) any officer, employee, director or general partner of CVC or general partner of any investment vehicle included in the definition of CVC, (iii) any spouse or lineal descendant (including by adoption and stepchildren) of the officer, employee, director, partner or member referred to in clause (ii) above, and (iv) any trust, corporation, partnership or other entity established solely for the benefit of the persons included in clauses (ii) or (iii) above.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Debt” means (1) Indebtedness constituting Senior Debt under or in respect of the Credit Agreement and (2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $20,000,000 and is specifically designated in the instrument evidencing such Senior Debt as “Designated Senior Debt.”

“Disqualified Stock” means, with respect to any person, any capital stock of such person which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding capital stock which is convertible or exchangeable solely at the option of FastenTech or a Restricted Subsidiary); or

(3) is redeemable at the option of the holder of the capital stock, in whole or in part,

in each case on or prior to the date that is 91 days after the date (a) on which the notes mature or (b) on which there are no notes outstanding; provided, however, only the portion of capital stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further, however, that any capital stock that would constitute Disqualified Stock solely because the holders thereof have the right to require FastenTech to repurchase such capital stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in the indenture) shall not constitute Disqualified Stock if the terms of such capital stock (and all such securities into which it is convertible or for which it is redeemable or exchangeable) provide that FastenTech may not repurchase or redeem any such capital stock (and all such securities into which it is convertible or for which it is redeemable or exchangeable) pursuant to such provision prior to compliance by FastenTech with the provisions of the indenture described under the captions “Change of Control” and “Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and such repurchase or redemption complies with “Certain Covenants—Limitation on Restricted Payments.”

“Domestic Subsidiary” means any Restricted Subsidiary of FastenTech organized under the laws of, and conducting a majority of its business in, the United States of America, any State thereof or the District of Columbia.

“Foreign Subsidiary” means any Restricted Subsidiary of FastenTech organized under the laws of, and conducting a majority of its business in, any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

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(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hedging Obligations” of any person means the obligations of such person pursuant to any Interest Rate Agreement or Currency Agreement.

“Indebtedness” means, with respect to any person on any date of determination (without duplication):

(1) the principal of and premium, if any, in respect of obligations of such person for borrowed money;

(2) the principal of and premium, if any, in respect of obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

(3) the principal component of all obligations of such person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of incurrence);

(4) the principal component of all obligations of such person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such person;

(6) the principal component or liquidation preference of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends);

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such person, whether or not such Indebtedness is assumed by such person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such person; and

(9) to the extent not otherwise included in this definition, net Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such person at such time).

In addition, “Indebtedness” of any person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such person if such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”) and either:

(1) such person or a Restricted Subsidiary of such person is a general partner of the Joint Venture; or

(2) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such person or a Restricted Subsidiary of such person.

“Interest Rate Agreement” means with respect to any person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such person is party or a beneficiary.

“Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances to customers in the ordinary course of business) or other extension of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank

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deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of capital stock, Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture; provided, however, that none of the following will be deemed to be an Investment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with the indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, capital stock or other securities by FastenTech or a Subsidiary for consideration to the extent such consideration consists of common equity securities of FastenTech.

For purposes of “Certain Covenants—Limitation on Restricted Payments,” the term “Investment” will include:

(1) the portion (proportionate to FastenTech’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of FastenTech at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of FastenTech. If FastenTech or any Restricted Subsidiary of FastenTech sells or otherwise disposes of any voting stock of any Restricted Subsidiary of FastenTech such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of FastenTech, FastenTech will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value (as conclusively determined by the board of directors of FastenTech in good faith) of the capital stock of such Subsidiary not sold or disposed of.

“Issue Date” means the date on which the notes are originally issued.

“Lien” means any mortgage, pledge, hypothecation, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Management Investors” means (i) each of the executive officers and directors of FastenTech who own voting stock of FastenTech, in each case so long as such person shall remain an executive officer, employee or director of FastenTech, (ii) any spouse or lineal descendant (including by adoption and stepchildren) of the executive officers and directors referred to in clause (i) above; and (iii) any trust, corporation, partnership or other entity established solely for the benefit of the Persons included in clauses (i) and (ii) above.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by FastenTech or any Restricted Subsidiary after such Asset Disposition.

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“Net Cash Proceeds,” with respect to any issuance or sale of capital stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither FastenTech nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of FastenTech or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of FastenTech or the Restricted Subsidiaries, except in the case of Standard Securitization Undertakings.

“Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“opinion of counsel” means a written opinion from legal counsel who is acceptable to the trustee. The counsel may be an employee of, or counsel to, FastenTech.

“Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the notes.

“Permitted Holder” means the CVC Investors and the Management Investors; provided, however, that in no event shall any Persons (other than CVC), collectively, be deemed “Permitted Holders” with respect to more than 30% of the total voting power of all classes of voting stock of FastenTech.

“Permitted Investment” means an Investment by FastenTech or any Restricted Subsidiary in:

(1) a Restricted Subsidiary or a person which will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) another person if as a result of such Investment such other person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, FastenTech or a Subsidiary Guarantor; provided, however, that such person’s primary business is a Related Business;

(3) FastenTech;

(4) cash and Cash Equivalents;

(5) receivables owing to FastenTech or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as FastenTech or any such Restricted Subsidiary deems reasonable under the circumstances;

(6) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(7) loans or advances to employees made in the ordinary course of business consistent with past practices of FastenTech or such Restricted Subsidiary in an aggregate amount not to exceed $2,000,000 at any time outstanding;

(8) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to FastenTech or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

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(9) Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock”;

(10) Investments in existence on the Issue Date;

(11) Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are incurred in compliance with”—Certain Covenants—Limitation on Indebtedness”;

(12) assets, capital stock or other securities by FastenTech or a Restricted Subsidiary to the extent the consideration therefor consists solely of capital stock of FastenTech (other than Disqualified Stock);

(13) any Investment by FastenTech or any Guarantor in a Securitization Entity or any Investment by a Securitization Entity in any other person, in each case in connection with a Permitted Securitization Transaction; provided, however, that the foregoing Investment is in the form of a Purchase Money Note that the Securitization Entity or such other person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual arrangements with entities that are not Affiliates entered into as part of a Permitted Securitization Transaction;

(14) Investments in Permitted Joint Ventures of up to $10,000,000 at any one time outstanding.

The amount of Investments outstanding at any time pursuant to clause (12) above shall be deemed to be reduced, without duplication:

(a) upon the disposition or repayment of or return on any Investment made pursuant to clause (12) above, by an amount equal to the return of capital with respect to such Investment to FastenTech or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

(b) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the fair market value of FastenTech’s proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (12) above.

“Permitted Joint Venture” means an entity characterized as a joint venture in which FastenTech or a Restricted Subsidiary (a) owns at least 30% of the ownership interest and (b) has the right to receive a percentage of the profits or distributions at least equal to the percentage of its ownership interest.

“Permitted Junior Securities” means, as to FastenTech or a Subsidiary Guarantor, as the case may be, any securities of FastenTech or such Subsidiary Guarantor, as the case may be, provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law relating to FastenTech or such Subsidiary Guarantor, as relevant, that:

(1) constitute either (x) capital stock of FastenTech or the Subsidiary Guarantor, as the case may be, or (y) Indebtedness of FastenTech or the Subsidiary Guarantor, as the case may be, subordinated in right of payment to all Senior Debt of FastenTech or Subsidiary Guarantor, as relevant, then outstanding to at least the same extent as the notes are subordinated as provided in the indenture;

(2) not exceeding the interest rate borne by the notes;

(3) are not entitled to the benefits of covenants or defaults materially more favorable to the holders of such securities than those then in effect with respect to the notes; and

(4) do not provide for any maturity, mandatory redemption, or mandatory repayment or repurchase, upon the occurrence of any event or otherwise, prior to the date six months following the last stated maturity of Senior Debt of FastenTech or the Subsidiary Guarantor, as relevant (as modified by the plan of reorganization or readjustment pursuant to which such securities are issued).

“Permitted Liens” means, with respect to any person:

(1) Liens securing Senior Debt or Subsidiary Guarantor Senior Debt;

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(2) Liens securing the notes and the Subsidiary Guarantees;

(3) pledges or deposits by such person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such person is a party, or deposits to secure public or statutory obligations of such person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(4) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’, landlords’ and vendors’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture shall have been made in respect thereof;

(5) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to generally accepted accounting principles in the Unites States of America as in effect as of the date of the indenture have been made in respect thereof;

(6) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(7) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or liens incidental to the conduct of the business of such person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such person;

(8) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of FastenTech or any of its Restricted Subsidiaries;

(9) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(10) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided, however, that:

(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by FastenTech in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(b) such deposit account is not intended by FastenTech or any Restricted Subsidiary to provide collateral to the depository institution;

(11) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by FastenTech and the Restricted Subsidiaries in the ordinary course of business;

(12) Liens on property or shares of stock of a person at the time such person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by FastenTech or any Restricted Subsidiary;

(13) Liens on property at the time FastenTech or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into FastenTech or any Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by FastenTech or any Restricted Subsidiary;

(14) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to FastenTech or a Subsidiary Guarantor;

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(15) Liens securing Indebtedness under Interest Rate Agreements and Currency Agreements; and

(16) Liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction.

“Permitted Securitization Transaction” means any transaction or series of transactions pursuant to which FastenTech or any of its Restricted Subsidiaries may sell, contribute, convey or otherwise transfer to (i) a Securitization Entity (in the case of a transfer by FastenTech or any of its Restricted Subsidiaries) and (ii) any other person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of FastenTech or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and other assets (including contract rights and all guarantees or other obligations in respect to such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable).

“person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity.

“Public Equity Offering” means an offering for cash by FastenTech of its common stock, or options, warrants or rights with respect to its common stock, made pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission (other than on Form S-4 or S-8 under the Securities Act).

“Public Market” means, with respect to the common stock of FastenTech, that:

(1) the common stock of FastenTech is then registered with the Securities and Exchange Commission pursuant to Section 12(b) or 12(g) of the Exchange Act and traded either on a national securities exchange or in the National Association of Securities Dealers Automated Quotation System; and

(2) at least 15% of the total issued and outstanding common stock of FastenTech has been distributed before such time by means of an effective registration statement under the Securities Act of 1933, as amended, and has not been repurchased by FastenTech or any of its Affiliates.

“Purchase Money Indebtedness” means Indebtedness of FastenTech or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price, or the cost of construction or improvement, of any assets to be used in the ordinary course of business by FastenTech or any Restricted Subsidiary; provided, however, that (1) the aggregate amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall be incurred no later than 180 days after the acquisition of such assets or completion of such construction or improvement and (3) such Indebtedness shall not be secured by any assets of FastenTech or any Restricted Subsidiary other than the assets so acquired or constructed and improvements thereon.

“Purchase Money Note” means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from FastenTech or any Restricted Subsidiary in connection with a Permitted Securitization Transaction to a Securitization Entity, which note is repayable from cash available to Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Stock” means any capital stock of FastenTech that is not Disqualified Stock.

“Refinancing Indebtedness” means Indebtedness (or with respect to clause (7) of the second paragraph of “Certain Covenants—Limitations on Restricted Payments,” Disqualified Stock) that is incurred to refinance any Indebtedness (or with respect to clause (7) of the second paragraph of “Certain Covenants—Limitations on Restricted Payments,” Disqualified Stock) existing on the date of the indenture or incurred in compliance with the indenture (including Indebtedness (or Disqualified Stock, as the case may be) of FastenTech that refinances Indebtedness (or Disqualified Stock, as the case may be) of any Restricted Subsidiary and Indebtedness (or Disqualified Stock, as the case may be) of any Subsidiary Guarantor that refinances Indebtedness (or Disqualified Stock, as the case may be) of either FastenTech or another Subsidiary Guarantor); provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness (or Disqualified Stock, as the case may be) being refinanced is earlier than the Stated Maturity of the notes, the refinancing Indebtedness (or Disqualified Stock, as the case may be) has a

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Stated Maturity no earlier than the Stated Maturity of the Indebtedness (or Disqualified Stock, as the case may be) being refinanced or (b) if the Stated Maturity of the Indebtedness (or Disqualified Stock, as the case may be) being refinanced is later than the Stated Maturity of the notes, the refinancing Indebtedness (or Disqualified Stock, as the case may be) has a Stated Maturity at least 91 days later than the Stated Maturity of the notes;

(2) the refinancing Indebtedness (or Disqualified Stock, as the case may be) has an Average Life at the time such refinancing Indebtedness (or Disqualified Stock, as the case may be) is incurred that is equal to or greater than the Average Life of the Indebtedness (or Disqualified Stock, as the case may be) being refinanced;

(3) such refinancing Indebtedness (or Disqualified Stock, as the case may be) is incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of Indebtedness (or Disqualified Stock, as the case may be) being refinanced (plus, without duplication, any additional Indebtedness (or Disqualified Stock, as the case may be) incurred to pay interest or premiums required by the instruments governing such existing Indebtedness (or Disqualified Stock, as the case may be) and fees incurred in connection therewith);

(4) if the Indebtedness (or Disqualified Stock, as the case may be) being refinanced is subordinated in right of payment to the notes or the Subsidiary Guarantees, such refinancing Indebtedness (or Disqualified Stock, as the case may be) is subordinated in right of payment to the notes or the Subsidiary Guarantees on terms at least as favorable, taken as a whole, to the holders of notes as those contained in the documentation governing the Indebtedness (or Disqualified Stock, as the case may be) being refinanced; and

(5) the obligor(s) on the refinancing Indebtedness (or Disqualified Stock, as the case may be) shall not include any person that is not FastenTech or a Subsidiary Guarantor or a person that is an obligor on the Indebtedness (or Disqualified Stock, as the case may be) being refinanced.

“Related Business” means any business which is the same as, or related, ancillary or complementary to, any of the businesses of FastenTech and the Restricted Subsidiaries on the Issue Date (as determined in the good faith judgment of FastenTech’s board of directors).

“Representative” means any agent or representative in respect of any Designated Senior Debt; provided, however, that if, and for so long as, any Designated Senior Debt lacks such representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of FastenTech other than an Unrestricted Subsidiary.

“Securitization Entity” mean a Wholly-Owned Subsidiary of FastenTech that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the board of directors of FastenTech as a Securitization Entity (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by FastenTech or any other Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to, or obligates FastenTech or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of FastenTech or any Restricted Subsidiary directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither FastenTech nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to FastenTech or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of FastenTech, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and (c) to which neither FastenTech nor any Restricted Subsidiary (other than such entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to, or that would accrue but for, the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of FastenTech, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the notes.

Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to, or that would accrue but for, the filing of a petition of bankruptcy at the rate provided

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for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of:

(1) all monetary obligations of every nature of FastenTech under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations in respect of the Credit Agreement;

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include:

(1) any Indebtedness of FastenTech to any of its Subsidiaries;

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of FastenTech or any of its Subsidiaries (including, without limitation, amounts owed for compensation);

(3) obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;

(4) Indebtedness represented by Disqualified Stock;

(5) any liability for taxes owed or owing by FastenTech;

(6) that portion of any Indebtedness incurred in violation of the covenant described under “—Certain Covenants—Limitation on Indebtedness” (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of FastenTech to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the indenture);

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to FastenTech; and

(8) any Indebtedness of FastenTech which is, by its express terms, subordinated in right of payment to any other Indebtedness of FastenTech.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of FastenTech within the meaning of Rule 1-02 under Regulation S-X promulgated by the Securities and Exchange Commission.

“Standard Securitization Undertakings” mean representations, warranties, covenants and indemnities entered into by FastenTech or any Restricted Subsidiary that are reasonably customary in securitization transactions relating to accounts receivable.

“Stated Maturity” means (1) with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal before the date originally scheduled for the payment thereof and (2) with respect to any Capitalized Lease Obligations, the date of the last payment of rent or any other amount due under such lease before the first date such lease may be terminated without penalty.

“Subordinated Obligation” means any Indebtedness of FastenTech or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is subordinate or junior in right of payment to the notes or the Subsidiary Guarantee of such Subsidiary Guarantor pursuant to a written agreement.

“Subsidiary” of any person means any corporation, association, partnership, joint venture, limited liability company or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership and joint venture interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (1) such person, (2) such person and one or more Subsidiaries of such person or (3) one or more Subsidiaries of such person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of FastenTech.

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“Subsidiary Guarantee” means, individually, any Guarantee of payment of the notes by a Subsidiary Guarantor pursuant to the terms of the indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by the indenture.

“Subsidiary Guarantor” means each Subsidiary of FastenTech (other than a Foreign Subsidiary) in existence on the Issue Date and any Restricted Subsidiary created or acquired, directly or indirectly, by FastenTech after the Issue Date (other than a Subsidiary that is not required to become a Subsidiary Guarantor pursuant to “—Certain Covenants—Future Subsidiary Guarantors”).

“Subsidiary Guarantor Senior Debt” means, with respect to any Subsidiary Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to, or that would accrue but for, the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor.

Without limiting the generality of the foregoing, “Subsidiary Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(1) all monetary obligations of every nature of such Subsidiary Guarantor under, or with respect to, the Credit Agreement and the guarantees issued in connection therewith, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations in respect of the Credit Agreement,

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Subsidiary Guarantor Senior Debt” shall not include:

(1) any Indebtedness of such Subsidiary Guarantor to FastenTech or any of its Subsidiaries;

(2) Indebtedness to, or guaranteed on behalf of, any director, officer or employee of FastenTech or any of its Subsidiaries (including, without limitation, amounts owed for compensation);

(3) obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;

(4) Indebtedness represented by Disqualified Stock;

(5) any liability for taxes owed or owing by such Subsidiary Guarantor;

(6) that portion of any Indebtedness incurred in violation of the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness” (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an officers’ certificate of such Subsidiary Guarantor to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the indenture);

(7) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Subsidiary Guarantor; and

(8) any Indebtedness of such Subsidiary Guarantor which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Subsidiary Guarantor.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of FastenTech that at the time of determination shall be designated an Unrestricted Subsidiary by the board of directors of FastenTech in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

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The board of directors of FastenTech may designate any Subsidiary of FastenTech (including any newly acquired or newly formed Subsidiary or a person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any capital stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of FastenTech which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary (other than Liens on accounts receivable and related assets in connection with a Permitted Securitization Transaction);

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(3) such designation and the Investment of FastenTech in such Subsidiary complies with “Certain Covenants—Limitation on Restricted Payments”;

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of FastenTech and its Subsidiaries;

(5) such Subsidiary is a person with respect to which neither FastenTech nor any of the Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional capital stock of such person; or

(b) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results; and

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with FastenTech or any Restricted Subsidiary with terms substantially less favorable to FastenTech than those that might have been obtained from Persons who are not Affiliates of FastenTech.

Any such designation by the board of directors of FastenTech shall be evidenced to the trustee by filing with the trustee a resolution of the board of directors of FastenTech giving effect to such designation and an officers’ certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.

The board of directors of FastenTech may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation, no Default shall have occurred and be continuing or would occur as a consequence thereof and FastenTech could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception on a pro forma basis taking into account such designation.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary of FastenTech, all of the capital stock of which (other than directors’ qualifying shares) is owned by FastenTech or another Wholly-Owned Subsidiary.

The Global Notes

The new notes will be in the form of one or more registered global notes without interest coupons (collectively, the “global notes”). Upon issuance, the global notes will be deposited with the trustee, as custodian for The Depository Trust Company, or DTC, and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC, which are called DTC participants, or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

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Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.”

Book-Entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositories for Euroclear and Clearstream. To

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deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositories that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

104

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

This section summarizes the material U.S. federal income tax consequences to holders of the exchange of old notes for new notes and of the ownership and disposition of the new notes. However, the discussion is limited in the following ways:

• The discussion only covers you if you bought your old notes in the initial offering and are exchanging old notes for new notes in the exchange offer.

• The discussion only covers you if you hold your old notes (and will hold your new notes) as capital assets (that is, for investment purposes), and you are not a person in a special tax situation, such as a financial institution, an insurance company, a partnership or other pass-through entity, a regulated investment company, a dealer in securities or currencies, a person holding the old notes (and will hold your new notes) as a hedge against currency risks, as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, or a person whose functional currency is not the United States dollar.

• The discussion does not cover tax consequences that depend upon your particular tax situation.

• The discussion is based on current law. Changes in the law may change the tax treatment of the notes.

• The discussion does not cover state, local or foreign law.

• We have not requested a ruling from the Internal Revenue Service (“IRS”) on the tax consequences of the exchange of old notes for new notes or on any other matter discussed herein. As a result, the IRS could disagree with portions of this discussion.

We urge you to consult your tax advisor about the particular U.S. federal, state, local and foreign tax consequences of the exchange of old notes for new notes, the ownership and disposition of the new notes and the application of the U.S. federal income tax laws to your particular situation.

A “U.S. holder” is (i) a citizen or resident of the U.S., (ii) a corporation (including an entity treated as a corporation for federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. Certain trusts not described in clause (iv) above in existence on August 20, 1996 that elect to be treated as a U.S. person will also be a U.S. holder for purposes of the following discussion. Income tax treaties contain provisions which occasionally may modify the U.S. Federal income tax principles for determining the tax residency of individuals and entities. You should consult your tax advisors if you believe a relevant income tax treaty modifies the application of the aforementioned rules as applied to your status as a U.S. holder. All references to “holders” (including U.S. holders) are to beneficial owners of the notes. The term “Non-U.S. holder” refers to any beneficial owner of a note who or which is not a U.S. holder or a partnership or other pass-through entity.

Exchange Offer

The exchange of old notes for identical debt securities registered under the Securities Act will not constitute a taxable exchange because there will not be a significant modification of the terms of the notes. Instead, the new notes will be treated as a continuation of the old notes for U.S. federal income tax purposes. As a result, (i) you will not recognize a taxable gain or loss as a result of exchanging your old notes for new notes; (ii) the holding period of the new notes you receive will include the holding period of the old notes you exchange; and (iii) the adjusted tax basis of the new notes you receive will be the same as the adjusted tax basis of the old notes you exchange determined immediately before the exchange.

U.S. Holders

Taxation of Interest. If you are a U.S. holder, as was the case with the old notes, you will be required to recognize as ordinary income any interest paid or accrued on the new notes, in accordance with your regular method of accounting for U.S. federal income tax purposes.

Sale, Exchange or Redemption of New Notes. On the sale, retirement or redemption of your new notes:

105

• You will have taxable gain or loss equal to the difference between the amount received by you (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such) and your adjusted tax basis in the new note. Your adjusted tax basis in a new note generally will equal the cost of the old note exchange by you for the new note.

• Your gain or loss will be capital gain or loss, and will be long-term capital gain or loss if you held the new note for more than one year (including your holding period for the old notes). Under recent changes to the Internal Revenue Code, the maximum tax rate on long-term capital gains recognized by individuals after May 5, 2003 and before January 1, 2009 is 15%. Absent further changes in the law, the long-term capital gains recognized by individuals after 2008 will be subject to a maximum tax rate of 20% (or 18% if the new note is held for more than five years). The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Withholding Tax on Payments of Principal and Interest on New Notes. Generally, payments of principal and interest on a new note to a non-U.S. holder will not be subject to U.S. federal withholding tax, provided that in the case of an interest payment:

• you do not actually or constructively own 10% or more of the total combined voting power of all of our voting stock;

• you are not a controlled foreign corporation that is related to us within the meaning of U.S. federal income tax laws;

• you are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of your trade or business; and

• you are either (A) the beneficial owner of the new note and you certify to the applicable payor or its agent, under penalties of perjury, that you are not a United States person and provide your name and address on a signed IRS Form W-8BEN (or a suitable substitute form), or (B) a securities clearing organization, bank or other financial institution, that holds customers’ securities in the ordinary course of your trade or business (a “financial institution”) and that certifies under penalties of perjury that such an IRS Form W-8BEN (or suitable substitute form) has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof.

Except to the extent otherwise provided under an applicable tax treaty, you generally will be taxed in the same manner as a U.S. holder with respect to interest payment on a new note if such interest is effectively connected with your conduct of a trade or business in the United States. Foreign corporations may wish to consider the possible impact of a branch profits tax.

Sale, Exchange or Redemption of New Notes. You generally will not be subject to U.S. federal income tax on gain realized on the sale, exchange or redemption of a new note (except with respect to accrued and unpaid interest, which would be taxable as described above), unless:

• you are an individual present in the U.S. for 183 days or more in the year of such sale, exchange or redemption and either (A) you have a “tax home” in the U.S. and certain other requirements are met, or (B) the gain from the disposition is attributable to your office or other fixed place of business in the U.S.;

• the gain is effectively connected with your conduct of a trade or business in the U.S.; or

• you are subject to provisions in the Internal Revenue Code applicable to certain U.S. expatriates.

Backup Withholding and Information Reporting

U.S. Holders. Information reporting will apply to payments of interest made by us on, or the proceeds of the sale or other disposition of, the new notes with respect to certain non-corporate U.S. holders, and backup withholding (currently at 28%) may apply unless the recipient of such payment supplies a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise establishes an exemption from backup withholding. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against that holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

Non-U.S. Holders. Backup withholding and information reporting on Form 1099 will not apply to payments of principal and interest on the new notes by us or our agent to a Non-U.S. holder provided the Non-U.S. holder provides a certification described above under “—Non-U.S. Holders—Withholding Tax on Payments of Principal and Interest on New Notes” or otherwise establishes an exemption (provided that neither we nor our agent has actual knowledge that the holder is a U.S. person or that the conditions of any other exemptions are not in fact satisfied). Interest payments made to a Non-U.S. holder may, however, be reported to the IRS and to such Non-U.S. holder on Form 1042-S.

106

Information reporting and backup withholding generally will not apply to a payment of the proceeds of a sale of new notes effected outside the U.S. by a foreign office of a foreign broker. However, information reporting requirements (but not backup withholding) will apply to a payment of the proceeds of a sale of new notes effected outside the U.S. by a foreign office of a broker if the broker (i) is a U.S. person, (ii) derives 50 percent or more of its gross income for certain periods from the conduct of a trade or business in the U.S., (iii) is a “controlled foreign corporation” for U.S. federal income tax purposes, or (iv) is a foreign partnership that, at any time during its taxable year is 50 percent or more (by income or capital interest) owned by U.S. persons or is engaged in the conduct of a U.S. trade or business, unless in any such case the broker has documentary evidence in its records that the holder is a Non-U.S. holder and certain conditions are met, or the holder otherwise establishes an exemption. Payment of the proceeds of a sale of new notes by a U.S. office of a broker will be subject to both backup withholding and information reporting unless the holder certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against that holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

107

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2003 (90 days after the date of this prospectus), all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

108

WHERE YOU CAN FIND ADDITIONAL INFORMATION

While any notes remain outstanding, we will make available, on request, to any holder and any prospective purchaser of the notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act.

We have filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, covering the notes to be issued in the exchange offer (Registration No. 333-108365). This prospectus, which is a part of the registration statement, does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. For further information regarding our company and the notes to be issued in the exchange offer, please reference the registration statement, including its exhibits. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the documents or matter involved.

Copies of the registration statement, including all related exhibits and schedules, may be inspected without charge at the public reference facilities maintained by the SEC, or obtained at prescribed rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0030 for further information on operation of the public reference rooms. The SEC also maintains a world wide web site which provides online access to reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at the address http://www.sec.gov. In addition, you may request a copy of any of these filings, at no cost, by writing or telephoning us at the following address: FastenTech, 8500 Normandale Lake Blvd., Suite 1230, Minneapolis, MN 55437; the telephone number at that address is (952) 921-2090.

LEGAL MATTERS

Certain legal matters with respect to the validity of the new notes and the guarantees offered hereby will be passed upon for us by Dechert LLP, Philadelphia, Pennsylvania; Bowen, Radabaugh, Milton & Brown, P.C., Troy, Michigan; and Dinsmore & Shohl LLP, Cincinnati, Ohio.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedules as of September 30, 2001 and 2002, and for each of the three years in the period ended September 30, 2002, and the combined financial statements of TRW Nelson Stud Welding as of September 30, 1999, and for the nine-month period ended September 30, 1999, as set forth in their reports, which are included in this registration statement. We have included our financial statements in the Registration Statement in reliance on Ernst & Young LLP’s reports given on their authority as experts in accounting and auditing.

The consolidated financial statements of the Evansville Operations of Rolls-Royce Corporation as of December 31, 2001 and 2002, and for each of the years in the three year period ended December 31, 2002 have been included herein in reliance upon the report of KPMG LLP, independent accountants appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

109

INDEX TO FINANCIAL STATEMENTS

	Page
FastenTech and Subsidiaries Consolidated Financial Statements
Report of Independent Auditors	F-2
Consolidated Balance Sheets at September 30, 2001 and 2002	F-3
Consolidated Statements of Income for the Years ended September 30, 2000, 2001 and 2002	F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets) for the Years ended September 30, 2000, 2001 and 2002	F-5
Consolidated Statements of Cash Flows for the Years ended September 30, 2000, 2001 and 2002	F-6
Notes to Consolidated Financial Statements	F-7
FastenTech and Subsidiaries Condensed Consolidated Interim Financial Statements (unaudited)
Condensed Consolidated Balance Sheets at June 30, 2003 (unaudited) and September 30, 2002	F-33
Condensed Consolidated Statements of Income for the Three Months and Nine Months ended June 30, 2003 and 2002 (unaudited)	F-34
Condensed Consolidated Statements of Cash Flows for the Nine Months ended June 30, 2003 and 2002 (unaudited)	F-35
Notes to Condensed Consolidated Financial Statements (unaudited)	F-36
TRW Nelson Stud Welding Combined Financial Statements
Report of Independent Auditors	F-42
Combined Balance Sheet at September 30, 1999	F-43
Combined Statement of Earnings for the Nine Months ended September 30, 1999	F-44
Combined Statement of Changes in Net Investment for the year ended September 30, 1999	F-45
Combined Statement of Cash Flows for the Nine Months ended September 30, 1999	F-46
Notes to Combined Financial Statements	F-47
Evansville Operations of Rolls-Royce Corporation
Report of Independent Auditors	F-59
Statements of Net Assets	F-60
Statements of Operations and Comprehensive Income	F-61
Statements of Cash Flows to Rolls-Royce Corporation	F-62
Notes to Financial Statements	F-63

F-1

Report of Independent Auditors

The Board of Directors

FastenTech, Inc.

Minneapolis, Minnesota

We have audited the accompanying consolidated balance sheets of FastenTech, Inc. and Subsidiaries as of September 30, 2001 and 2002, and the related consolidated statements of operations, changes in stockholders’ equity (deficiency in assets), and cash flows for each of the three years in the period ended September 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FastenTech, Inc. and Subsidiaries at September 30, 2001 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2002, in conformity with accounting principles generally accepted in the United States.

As discussed in the notes to the financial statements, the Company was required to adopt Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, effective October 1, 2000.

October 23, 2002

F-2

FastenTech, Inc. and Subsidiaries

Consolidated Balance Sheets

	September 30,
(Dollars in Thousands, except share and per share information)	2001			2002
Assets
Current assets:
Cash and cash equivalents	$	8,641		$	10,983
Accounts receivable, net of allowance of $1,419 and $1,275, respectively		34,483			32,285
Inventory		36,760			35,073
Deferred income taxes		4,237			1,906
Other		1,727			1,339
Total current assets		85,848			81,586
Goodwill, net		91,597			94,006
Property, plant, and equipment, net		75,722			68,972
Other assets		6,468			6,976
Total assets	$	259,635		$	251,540
Liabilities and stockholders’ equity (deficiency in assets)
Current liabilities:
Accounts payable	$	18,333		$	15,829
Income taxes payable		1,557			2,313
Other accrued liabilities		12,884			11,027
Current portion of long-term debt		14,373			9,699
Total current liabilities		47,147			38,868
Long-term debt, net of current portion		171,671			165,017
Unrealized loss on interest rate swaps		3,611			2,166
Deferred income taxes		5,720			5,607
Preferred stock dividends payable		10,600			14,977
Other long-term liabilities		7,294			10,862
Total liabilities		246,043			237,497
Minority interest		4,927			1,492
Redeemable preferred stock		31,994			31,994
Stockholders’ equity (deficiency in assets):
Common stock, $0.01 par value: 5,000,000 shares authorized, 1,858,300 (1,774,789 in 2001) issued and outstanding		18			19
Additional paid-in capital		17,850			15,765
Accumulated deficit		(39,032	)		(31,263	)
Accumulated other comprehensive loss		(2,165	)		(3,964	)
Total stockholders’ equity (deficiency in assets)		(23,329	)		(19,443	)
Total liabilities and stockholders’ equity (deficiency in assets)	$	259,635		$	251,540

See accompanying notes.

F-3

FastenTech, Inc. and Subsidiaries

Consolidated Statements of Income

	Year Ended September 30,
(Dollars in Thousands)	2000			2001			2002
Net sales	$	197,794		$	212,173		$	208,798
Cost of sales		141,272			143,989			140,237
Gross profit		56,522			68,184			68,561
Selling, general, and administrative expenses		34,099			36,744			36,749
Restructuring and nonrecurring charges		—			3,153			(452	)
Operating income		22,423			28,287			32,264
Other income (expense):
Investment income		98			219			81
Unrealized (loss) gain on interest rate swaps		—			(2,673	)		1,444
Interest expense		(19,597	)		(22,596	)		(19,266	)
Other, net		(631	)		1,481			1,094
		(20,130	)		(23,569	)		(16,647	)
Income before provision for income taxes and minority interest		2,293			4,718			15,617
Income tax expense		1,256			2,108			6,663
Income before minority interest		1,037			2,610			8,954
Minority interest in income of subsidiaries		(986	)		(1,020	)		(1,185	)
Income before cumulative effect of a change in accounting principle		51			1,590			7,769
Cumulative effect on prior years (to September 30, 2000) of adoption of a new accounting pronouncement (net of taxes of $319)		—			(619	)		—
Net income	$	51		$	971		$	7,769
Less preferred stock dividends		2,984			3,863			4,377
Net income (loss) applicable to common stockholders	$	(2,933	)	$	(2,892	)	$	3,392

See accompanying notes.

F-4

FastenTech, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Deficiency in Assets)

Years Ended September 30, 2000, 2001, and 2002

									Accumulated Other Comprehensive Income (Loss)
(Dollars in Thousands)	Common Stock		Additional Paid-In Capital			Accumulated Deficit			Minimum Pension Liability			Foreign Currency Translation			Total
Balance at September 30, 1999	$	2	$	8,314		$	(40,054	)	$	—		$	(18	)	$	(31,756	)
Comprehensive income (loss):
Net income		—		—			51			—			—			51
Foreign currency translation adjustment		—		—			—			—			(1,327	)		(1,327	)
Total comprehensive loss		—		—			—			—			—			(1,276	)
Preferred stock dividends		—		(2,984	)		—			—			—			(2,984	)
Issuance of common shares		15		14,985			—			—			—			15,000
Issuance of common stock purchase warrants		—		708			—			—			—			708
Balance at September 30, 2000		17		21,023			(40,003	)		—			(1,345	)		(20,308	)
Comprehensive income (loss):
Net income		—		—			971			—			—			971
Adjustment to recognize minimum pension liability (net of taxes of $800)		—		—			—			(1,200	)		—			(1,200	)
Foreign currency translation adjustment		—		—			—			—			380			380
Total comprehensive income		—		—			—			—			—			151
Preferred stock dividends		—		(3,863	)		—			—			—			(3,863	)
Issuance of common shares		1		690			—			—			—			691
Balance at September 30, 2001		18		17,850			(39,032	)		(1,200	)		(965	)		(23,329	)
Comprehensive income (loss):
Net income		—		—			7,769			—			—			7,769
Adjustment to recognize minimum pension liability (net of taxes of $1,314)		—		—			—			(2,806	)		—			(2,806	)
Foreign currency translationadjustment		—		—			—			—			1,007			1,007
Total comprehensive income		—		—			—			—			—			5,970
Preferred stock dividends		—		(4,377	)		—			—			—			(4,377	)
Issuance of common shares		1		2,292			—			—			—			2,293
Balance at September 30, 2002	$	19	$	15,765		$	(31,263	)	$	(4,006	)	$	42		$	(19,443	)

See accompanying notes.

F-5

FastenTech, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended September 30,
(Dollars in Thousands)	2000			2001			2002
Operating activities
Net income	$	51		$	971		$	7,769
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		8,649			11,495			11,530
Amortization		3,084			3,341			3,427
Noncash interest expense		1,950			4,182			4,984
Deferred income taxes		320			(263	)		3,532
Minority interests in income of subsidiaries		986			1,020			1,185
Cumulative effect of a change in accounting principle		—			938			—
Unrealized (gain) loss on interest rate swaps		—			2,673			(1,444	)
Loss on sale of property, plant, and equipment		540			—			—
Loss on foreign currency translation		—			—			156
Changes in operating assets and liabilities:
Accounts receivable		(2,020	)		4,761			2,227
Inventory		4,131			1,526			1,674
Income taxes		1,404			403			756
Other current assets		128			(1,213	)		(84	)
Accounts payable		(584	)		5,401			(2,504	)
Other current liabilities		2,339			1,373			(1,550	)
Other		(6	)		(511	)		(555	)
Net cash provided by operating activities		20,972			36,097			31,103
Investing activities
Cash used for acquisitions, net of cash acquired		(85,373	)		(5,225	)		(6,216	)
Additions to property, plant, and equipment		(7,373	)		(4,492	)		(4,623	)
Proceeds from sale of property, plant, and equipment		11			—			—
Net cash used in investing activities		(92,735	)		(9,717	)		(10,839	)
Financing activities
Proceeds from long-term borrowings, net of issuance costs		78,975			6,000			28,562
Repayments of long-term borrowings		(20,508	)		(28,551	)		(46,506	)
Redemption of redeemable preferred stock		—			(50	)		—
Net proceeds from sales of common and redeemable preferred stock		15,000			1,326			—
Net cash provided by (used in) financing activities		73,467			(21,275	)		(17,944	)
Effect of exchange rate fluctuations on cash		(71	)		(5	)		22
Net increase in cash and cash equivalents		1,633			5,100			2,342
Cash and cash equivalents at beginning of year		1,908			3,541			8,641
Cash and cash equivalents at end of year	$	3,541		$	8,641		$	10,983

See accompanying notes.

F-6

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

1. Summary of Significant Accounting Policies

Description of Operations

Effective March 2001, FabriSteel Holdings, Inc. changed its name to FastenTech, Inc. (the Company). The Company is a leading international manufacturer and supplier of specialty industrial fasteners and fastener installation equipment. The Company’s products are utilized in a variety of applications and markets including power generation, construction, defense, industrial, automotive, and truck.

The Company has received funding from Citigroup Venture Capital Ltd. and through various Citigroup Mezzanine Funds. Citigroup Venture Capital Ltd. and the related Mezzanine Fund are herein collectively referred to as “CVC.” CVC is a shareholder of the Company.

Organization and Merger

The Company was formed in fiscal year 2000 to act as a holding company for FabriSteel Products Incorporated (Products) and for subsequently acquired businesses. Effective March 17, 2000, the Company entered into an agreement and plan of merger (the Merger Agreement) with Products. In connection with the Merger Agreement, all of the outstanding shares of preferred stock, common stock, and a warrant for the purchase of common stock of Products were converted into new shares of preferred stock, common stock, and a warrant for the purchase of common stock of the Company, and 100 newly issued common shares of Products were issued to the Company.

The accompanying consolidated financial statements reflect the accounts of Products for periods prior to the merger.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to the fiscal year 2001 financial statements to conform to the fiscal year 2002 presentation.

Use of Estimates

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

Currency Translation

Translation adjustments of international subsidiaries, for all of which the local currency is the functional currency, are reflected in the consolidated financial statements as a component of accumulated other comprehensive income (loss). Gains and losses from currency transactions of these subsidiaries are included in current earnings.

Revenue Recognition

The Company recognizes revenue when legal title is transferred to the customer, generally when the product is shipped and provides an appropriate allowance for estimated returns and adjustments.

F-7

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

1. Summary of Significant Accounting Policies (continued)

Shipping and Handling Costs

Amounts billed to customers for shipping and handling costs are included in net sales. The related costs are included in the cost of sales.

Research and Development Expenses

Research and development costs related to both present and future products are charged to expense when incurred. Research and development costs charged to expense totaled $1,866, $2,381, and $2,533 for the years ended September 30, 2000, 2001, and 2002, respectively.

Stock Compensation

As permitted by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, the Company follows Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock options. Under APB No. 25, when the exercise price of stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. The Company has adopted the disclosure-only provisions of SFAS No. 123. Accordingly, the Company has made pro forma disclosures of what current earnings would have been had the provisions of SFAS No. 123 been applied to the Company’s stock options.

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax effects attributable to carryforwards and to temporary differences in the financial reporting and income tax bases of assets and liabilities. The deferred tax assets and liabilities are measured using the enacted rates and laws that are expected to be in effect when the differences are expected to reverse.

Fair Value of Balance Sheet Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value because the interest rates for these instruments approximate current market rates. The Company uses derivative instruments to manage exposure to interest rate risks. The Company’s objective for holding derivatives is to manage these risks using the most effective methods to eliminate or reduce the impact of these exposures.

Cash and Cash Equivalents

Cash and cash equivalents consist of short-term highly liquid investments with maturities of three months or less when purchased.

Inventory

Inventory is valued at the lower of cost or market. Inventory costs determined by the last-in, first-out (LIFO) method accounted for 20% and 8% of the inventory at September 30, 2001 and 2002, respectively. The remaining inventory costs are determined using the first-in, first-out (FIFO) method.

F-8

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

1. Summary of Significant Accounting Policies (continued)

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets, as follows:

Buildings and improvements	5 to 50 years
Capitalized software	3 to 4 years
Leasehold improvements	5 to 30 years
Machinery and equipment	5 to 20 years
Office equipment and furniture and fixtures	5 to 12 years
Transportation equipment	3 to 5 years

Intangible Assets

Goodwill represents the cost in excess of the fair value of identifiable net assets acquired and is amortized by the straight-line method over 40 years. Goodwill is net of accumulated amortization of $5,958 and $8,488 at September 30, 2001 and 2002, respectively.

The Company periodically evaluates intangible assets for indicators of impairment in value. If impairment is indicated, the Company evaluates its related discounted cash flows and, if appropriate, revalues the assets based on fair values.

Debt issuance costs are amortized over the term of the related debt using the straight-line method, which approximates the amortization expense that would have resulted from the interest method.

The Company adopted SFAS No. 141, Business Combinations, for all business combinations after June 30, 2001. The standard requires that all business combinations be accounted for using the purchase method, and it further clarifies the criteria for recognition of intangible assets separately from goodwill. Since June 30, 2001, there have been no material business combinations.

Derivatives and Hedging

Effective October 1, 2000, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.

SFAS No. 133 requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation.

F-9

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

1. Summary of Significant Accounting Policies (continued)

For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of changes. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign currency, the gain or loss is reported in other comprehensive income as part of the cumulative foreign currency translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

As of September 30, 2000, the Company had an interest rate swap agreement with a notional amount of $50,000 that matures in June 2003. As a result of the adoption of SFAS No. 133, the Company reported a cumulative effect of change in accounting principle in the amount of $619 (net of taxes of $319) that represents the fair value of the swap agreement at October 1, 2000.

Recently Adopted Accounting Standards

Effective October 1, 2002, the Company will adopt SFAS No. 142, Goodwill and Other Intangible Assets, for existing goodwill and other intangible assets. This standard eliminates the amortization of goodwill and intangible assets with indefinite useful lives and requires annual testing for impairment. This standard requires the assignment of assets acquired and liabilities assumed, including goodwill, to reporting units for purposes of goodwill impairment testing. Under the provisions of this standard, any impairment of goodwill will be written off and recognized as a cumulative effect of a change in accounting principle effective October 1, 2002. The Company had unamortized goodwill of $94,006 at September 30, 2002 and had recorded net goodwill amortization expense of $2,892, $2,523, and $2,530 for the years ended September 30, 2000, 2001, and 2002, respectively. The Company is currently evaluating the cumulative effect and ongoing impact of the application of SFAS No. 142 on the consolidated financial statements.

Effective October 1, 2002, the Company will adopt SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement supersedes or amends existing accounting literature related to the impairment and disposal of long-lived assets. Management is currently developing a plan to apply the provisions of this standard to its operations on an ongoing basis and does not expect the adoption to have a material impact on consolidated financial position or operating results.

Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143, Accounting for Asset Retirement Obligations. This statement established standards for accounting for obligations associated with the retirement of tangible long-lived assets. The standard is required to be adopted by the Company beginning on October 1, 2003. Management is currently assessing the details of the standard and does not expect the adoption to have a material impact on consolidated financial position or operating results.

2. Acquisitions

Specialty Bar Acquisition

On March 31, 1999, the Company acquired approximately 80% of the common stock and approximately $5.3 million of the newly issued preferred stock of Specialty Bar Products Company (Specialty Bar), for $46.3 million including estimated fees of $300.

The estimated purchase price excluded additional contingent cash consideration of two separate amounts of $2.5 million and $10.0 million payable to the selling shareholders based upon the attainment of certain preestablished performance goals.

F-10

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

2. Acquisitions (continued)

The acquisition was financed by the issuance of $8.5 million of Series D Senior Preferred Stock, additional borrowings of $12.0 million under a senior credit agreement, borrowings of $25.0 million under a senior subordinated note payable and cash of $2.9 million. The selling shareholders of Specialty Bar acquired approximately $1.2 million of newly issued preferred stock of Specialty Bar.

During the year ended September 30, 2000, the Company negotiated settlements with the former owners of Specialty Bar for a discounted payout of the $2.5 million contingent cash consideration. In accordance with the settlements, the Company paid the former owners approximately $2.1 million in cash. The payments have been accounted for as additional goodwill.

During the year ended September 30, 2001, the Company negotiated a settlement with a former owner of Specialty Bar for a discounted payout of the $5.0 million contingent cash consideration. The Company paid $1.4 million for the former owner’s remaining shares and the redemption of $4.25 million of 8% Series D Senior Preferred Stock of the Company. The payments and redemption of Series D Senior Preferred Stock have been accounted for as a reduction to goodwill.

During the year ended September 30, 2002, the Company negotiated a redemption with a former owner of Specialty Bar in which the Company exchanged $2.3 million of the Company’s common stock for the former owner’s remaining common shares of Specialty Bar. The Company also negotiated a settlement of the remaining additional contingent cash consideration with the former owner. The cash payment of $5.5 million associated with the settlement has been accounted for as additional goodwill.

Nelson and Progressive Acquisitions

In March 2000, the Company acquired 100% of the common stock and $25.8 million of newly issued preferred stock of Nelson Stud Welding, Inc. (Nelson). At the same time, Nelson acquired the assets of the Nelson Stud Welding division of TRW, Inc. for approximately $60.0 million in cash plus fees of approximately $1.7 million.

In March 2000, the Company acquired 100% of the common stock of Progressive Stamping Co. (DE), Inc. (Progressive) for $25.3 million plus estimated fees of $300. The selling shareholder acquired $50 of common stock and $400 of preferred stock of Progressive.

The acquisitions of stock of Nelson and Progressive by the Company and the acquisitions of the Nelson Stud Welding division of TRW, Inc. and Progressive Stamping Co., Inc. by Nelson and Progressive, respectively, were financed by the issuance of $3.5 million of 10% Series F Senior Preferred Stock, the issuance of $15.0 million of common stock to CVC, borrowings of $20.0 million under a senior subordinated note payable, and borrowings of $49.0 million under a new senior credit agreement between Nelson, Progressive, and several financial institutions. Remaining proceeds from these financings were used to pay debt issuance costs.

In April 2001, the Company reimbursed the seller for certain taxes related to the purchase in the amount of $1.2 million. The payment has been accounted for as additional goodwill.

During the year ended September 30, 2002, the Company negotiated a redemption with the seller in which $600 was paid in exchange for the seller’s outstanding preferred and common stock of Progressive.

Operating results for acquired companies are included in the Company’s statement of income from the date of acquisition.

3. Inventory

Inventory is comprised of the following at September 30:

	2001						2002
	Inventories Valued at FIFO			Inventories Valued at LIFO			Inventories Valued at FIFO			Inventories Valued at LIFO
Raw material	$	5,401		$	936		$	6,980		$	665
Work-in-process		8,552			1,170			7,606			729
Finished goods		17,266			6,676			20,075			2,729
Obsolescence reserve		(1,844	)		(305	)		(2,523	)		(155	)
LIFO reserve		—			(1,092	)		—			(1,033	)
Total inventory	$	29,375		$	7,385		$	32,138		$	2,935

Cost of sales for the year ended September 30, 2000 includes $5,083 for the excess of fair value assigned to acquired inventory over its estimated replacement cost.

F-11

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

4. Property, Plant, and Equipment

Property, plant, and equipment are comprised of the following at September 30:

	2001		2002
Land and improvements	$	3,017	$	3,069
Building and improvements		21,183		21,473
Capitalized software		2,180		2,137
Leasehold improvements		3,044		3,143
Machinery and equipment		70,803		75,096
Office equipment and furniture and fixtures		6,057		6,169
Transportation equipment		582		128
Assets in process		1,332		1,005
		108,198		112,220
Less accumulated depreciation		32,476		43,248
	$	75,722	$	68,972

5. Long-Term Debt

Long-term debt is comprised of the following at September 30:

	2001		2002
Borrowing under senior credit agreements	$	121,246	$	77,494
Senior subordinated note, due August 2012		—		30,000
Senior subordinated note, due April 2008, net of unamortized discount		24,932		24,943
Senior subordinated note, due March 2008, net of unamortized discount		25,548		30,516
Subordinated notes payable, due June 2007		11,268		11,268
Other subordinated debt		3,050		495
		186,044		174,716
Less current portion		14,373		9,699
Long-term portion	$	171,671	$	165,017

The Company has two senior credit agreements consisting of Revolving Credit and Term Loan Facilities (collectively, the Facilities). Borrowings under the Facilities bear interest at the financial institutions’ reference rate as defined plus a margin ranging from 0.75% to 2.75% or Eurocurrency rates as defined plus a margin from 1.75% to 4.0% depending on the ratio of current debt to EBITDA as defined and term loan advances outstanding. The weighted average interest rate at September 30, 2002 was 5.2%. In addition, the Company is required to pay a commitment fee of 0.375% to 0.5% on the average unused commitment under the Revolving Credit Facilities. The Revolving Credit Facilities have available borrowings of $33 million, of which no borrowings were outstanding at September 30, 2002 and 2001. The Revolving Credit Facilities expire June 30, 2004 ($19 million) and March 16, 2006 ($14 million). Borrowings of $77,494 under the Term Loan Facilities are due in quarterly installments ranging from approximately $2,192 to $10,300 through March 16, 2007. Borrowings under the Facilities are collateralized by substantially all of the Company’s assets and are subject to certain financial and nonfinancial covenant requirements.

A senior subordinated note, issued August 2002, is payable to CVC. Interest is payable semiannually at 10.5% per annum. The note is due in full on August 30, 2012. Proceeds of the note were utilized to pay down outstanding principal under the senior credit agreements.

F-12

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

A senior subordinated note, issued March 1999, is payable to CVC. Interest is payable semiannually at 11% per annum. A principal payment of $12,500 is due March 31, 2007 with the remaining balance due on April 1, 2008.

A senior subordinated note, issued March 2000, is payable to CVC. Interest is payable semiannually at 18% and may be paid by issuing notes to CVC equal to the unpaid accrued interest or by adding such unpaid accrued interest to the then-outstanding principal amount of the loan. The note is due in full on March 31, 2008.

F-13

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

5. Long-Term Debt (continued)

Subordinated notes are payable to former shareholders of a subsidiary of the Company. Interest is payable annually at 10%. The notes are due in full on June 30, 2007, with prepayment required if Senior Debt, as defined, exceeds certain amounts.

The Company has two separate interest rate swap agreements outstanding with notional amounts totaling in aggregate $73,000. The swap agreements mature in June 2003. Changes in fair market value of the swap agreements are recognized as an increase or decrease to current earnings. The Company recognized a loss of $2,673 and a gain of $1,444 during the years ended September 30, 2001 and 2002, respectively, related to these swap agreements.

The annual maturities of long-term debt for each of the years following 2003 are as follows:

2004	$	11,910
2005		18,400
2006		22,305
2007		39,444
Thereafter		72,958
	$	165,017

Interest paid totaled $16,705, $17,522, and $14,862 during the years ended September 30, 2000, 2001, and 2002, respectively.

F-14

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

6. Income Taxes

Income tax expense (credit) is comprised of the following:

	2000			2001			2002
Current:
U.S. federal	$	572		$	1,739		$	1,816
U.S. state and local		365			745			686
Foreign		—			(137	)		629
Deferred:
U.S. federal		978			124			3,696
Foreign		(659	)		(363	)		(164	)
	$	1,256		$	2,108		$	6,663

Deferred tax assets and liabilities are comprised of the following at September 30:

	2001			2002
Current deferred tax assets:
Net operating loss carryforwards	$	277		$	277
Accrued liabilities		735			359
Inventory		298			179
Asset reserves		1,165			1,091
Tax credits		1,762			—
Net current deferred taxes	$	4,237		$	1,906
Long-term deferred tax assets (liabilities):
Fixed assets	$	(7,947	)	$	(8,293	)
Intangible assets		(2,541	)		(4,055	)
Retirement plan obligations		2,120			3,536
Accrued liabilities		2,615			2,846
Other, net		33			359
	$	(5,720	)	$	(5,607	)

The reconciliation of income taxes computed at the United States federal statutory tax rate to income tax expense (credit) is:

	2000		2001		2002
Income taxes (credit) at U.S. statutory rate	34.0	%	34.0	%	34.0	%
Tax effects from:
Nondeductible expenses, including goodwill amortization	17.2		13.7		4.2
State income taxes, net of federal effect	10.5		8.8		2.9
Effect of tax rate differential on foreign operations	(6.8	)	(11.7	)	0.4
Other	(0.1	)	(0.1	)	1.2
	54.8	%	44.7	%	42.7	%

F-15

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Income taxes paid totaled $1,335 and $2,232 during the years ended September 30, 2001 and 2002, respectively. There were no income taxes paid during the year ended September 30, 2000.

F-16

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands, except Share and per Share data)

7. Capital Stock

The aggregate number of authorized shares of the Company is 10,000,000 shares, divided into three classes consisting of 5,000,000 shares of preferred stock, par value $0.01 per share; 2,500,000 shares of Class A Common Stock, par value $0.01 per share; and 2,500,000 shares of Class B Common Stock, par value $0.01 per share. Preferred Stock may be issued from time to time in one or more series. All holders of Senior Preferred Stock and Junior Preferred Stock have no voting rights except on matters affecting their rights or preferences. The Class A Common Stock and the Class B Common Stock contain the same rights and privileges except that holders of the Class B Common Stock have no voting rights. Each share of each class of common stock is convertible into a share of the other class subject to certain limited restrictions.

Common Stock

There were 164,771 and 248,282 shares of Class A Common Stock outstanding at September 30, 2001 and 2002, respectively, and 1,610,018 shares of Class B Common Stock outstanding at September 30, 2001 and 2002.

Preferred Stock

In March 2001, the Company issued 54,519 additional shares of its authorized preferred stock as 12% Series C Junior Preferred Stock with a par value of $0.01. Total shares outstanding at September 30, 2001 and 2002 were 614,416. The Series C Junior Preferred Stock has cumulative annual dividend requirements of $1.20 per share, subject to adjustment in certain limited circumstances, and has a liquidation preference, subject to satisfaction of the liquidation preference on all senior preferred stock, of $10 per share plus cumulative accrued unpaid dividends. The Series C Junior Preferred Stock is subject to mandatory redemption in April 2020 for a price of $10 per share plus cumulative accrued unpaid dividends.

In March 2000, the Company issued 35,000 shares of its authorized preferred stock as 10% Series F Preferred Stock with a par value of $0.01, of which all shares remain outstanding at September 30, 2001 and 2002. This series of preferred stock has a cumulative annual dividend requirement of $10 per share and has a liquidation preference of $100 per share plus cumulative accrued unpaid dividends. Series F Preferred Stock is subject to mandatory redemption in March 2012 for a price of $100 per share plus cumulative accrued unpaid dividends.

In March 1999, the Company designated 850,000 shares of its authorized preferred stock as 8% Series D Senior Preferred Stock with a par value of $0.01, of which 42,500 shares were outstanding at September 30, 2001 and 2002. This series of preferred stock has a cumulative annual dividend requirement of $8 per share beginning after April 1, 2001 and has a liquidation preference of $100 per share plus cumulative accrued unpaid dividends. Series D Preferred Stock is subject to mandatory redemption in April 2020 for a price of $100 per share plus cumulative accrued unpaid dividends.

The Company also has two other series of preferred stock outstanding at September 30, 2001 and 2002: 8% Series A Senior Preferred Stock (910,000 shares outstanding), and 12% Series B Junior Preferred Stock (900,000 shares outstanding). The Series A Senior Preferred Stock has a cumulative annual dividend requirement of $0.80 per share, subject to adjustment in certain limited circumstances, and has a liquidation preference of $10 per share plus cumulative accrued unpaid dividends. Series A Senior Preferred Stock ranks pari passu with the Series D and Series F Senior Preferred Stock. The Series B Junior Preferred Stock has cumulative annual dividend requirements of $1.20 per share, subject to adjustment in certain limited circumstances, and has a liquidation preference, subject to satisfaction of the liquidation preference on all senior preferred stock, of $10 per share plus cumulative accrued unpaid dividends. The Series A and B Preferred Stock is subject to mandatory redemption in April 2020 for a price of $10 per share plus cumulative accrued unpaid dividends.

F-17

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands, except Share and per Share data)

8. Stock Option Plan and Warrants

Stock Option Plan

During 2001, the Company established a 2001 Stock Option Plan (the Plan) that includes both incentive and nonqualified stock options granted to directors, officers, and employees of the Company. Options generally become exercisable in equal annual installments over five years and expire ten years from the date of grant. The Company’s policy is to grant options with the exercise price equal to the market price of the common stock at the date of grant. To the extent that options are granted with an exercise price less than the market price on the date of grant, compensation expense is recognized over the vesting period of the grant. As of September 30, 2002, the Company has reserved 115,121 shares for issuance under the Plan, of which 91,138 were granted during 2001 and are outstanding at September 30, 2002 at a weighted average exercise price of $10 per share. Options exercisable at September 30, 2002 totaled 18,228 shares.

Pro forma information regarding net income as required by SFAS No. 123 has been determined as if the Company had accounted for its employee stock options under the fair value method prescribed by SFAS No. 123. The fair value for these options was estimated at the date of grant using the minimum value option model with the following assumptions: risk-free interest rate of 5.6% and weighted average expected life of ten years. The pro forma net income calculated in accordance with SFAS No. 123 approximated net income as reported.

Warrants

In connection with the issuance of the Company’s senior subordinated note issued March 2000, the Company issued to the lender a noncontingent stock purchase warrant for 62,470 shares of Class A or Class B Common Stock at $0.01 per share. The warrant was recorded at its estimated fair value of $10 per share of underlying Common Stock as an increase in paid-in capital.

In connection with the issuance of the Company’s senior subordinated note issued March 1999, the Company issued to the lender a noncontingent stock purchase warrant for 16,680 shares of Class A or Class B Common Stock at $0.01 per share. The warrant was recorded at its estimated fair value of $10 per share of underlying common stock as an increase in paid-in capital.

F-18

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands, except Share and per Share data)

9. Retirement Plans

Defined Contribution Plans

The Company sponsors several defined contribution plans, which cover substantially all North American employees. The costs of these plans are funded as accrued. The Company expensed $1,201, $989, and $991 for the years ended September 30, 2000, 2001, and 2002, respectively.

Defined Benefit Pension Plans and Other Postretirement Benefits

The Company sponsors several defined benefit pension plans (Pension Benefits) for certain employees both domestically and internationally and certain postretirement health care and life insurance benefits (Other Benefits) for certain U.S. employees. The Company funds the Pension Benefits based upon the funding requirements of U.S. and foreign laws and regulations in advance of benefit payments. Other Benefits are funded as benefits are provided to the employees.

F-19

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands, except Share and per Share data)

9. Retirement Plans (continued)

The net periodic cost for the plans is computed as follows:

	2000					2001						2002
	U.S.			Foreign		U.S.			Foreign			U.S.			Foreign
Pension Benefits:
Components of net periodic benefit cost (income):
Service cost	$	310		$	9	$	369		$	20		$	323		$	18
Interest cost		1,081			37		1,363			67			1,493			66
Expected return on plan assets		(1,417	)		—		(1,855	)		(2	)		(1,420	)		(3	)
Net amortization and deferral		(55	)		—		—			—			(463	)		—
Net periodic benefit cost (income)	$	(81	)	$	46	$	(123	)	$	85		$	(67	)	$	81
Other Benefits:
Components of net periodic benefit cost (income):
Service cost	$	160		$	—	$	249		$	—		$	140		$	—
Interest cost		184			—		291			—			205			—
Recognized curtailment		—			—		(1,441	)		—			(790	)		—
Net amortization and deferral		(1	)		—		(26	)		—			(14	)		—
Net periodic benefit cost (income)	$	343		$	—	$	(927	)	$	—		$	(459	)	$	—

F-20

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

9. Retirement Plans (continued)

The following table sets forth the funded status at September 30, 2001 and 2002, and amounts recognized in the Company’s consolidated balance sheets:

	Pension Benefits												Other Benefits
	2001						2002						2001			2002
	U.S.			Foreign			U.S.			Foreign			U.S.			U.S.
Change in benefit obligations
Benefit obligation at beginning of year	$	18,415		$	984		$	19,639		$	1,032		$	4,588		$	3,260
Service cost		369			20			323			18			249			140
Interest cost		1,363			67			1,493			66			291			205
Change in actuarial assumptions		139			—			1,632			—			—			—
Actuarial loss (gain)		1,142			(20	)		1,816			48			(540	)		—
Recognized curtailment		—			—			(1,325	)		—			(1,246	)		(817	)
Effect of plan amendment		—			—			392			—			—			—
Benefits paid		(1,789	)		(50	)		(1,350	)		(54	)		(82	)		(67	)
Effect of foreign currency exchange rate fluctuations		—			31			—			82			—			—
Benefit obligation at end of year		19,639			1,032			22,620			1,192			3,260			2,721
Change in plan assets
Fair value of plan assets at beginning of year		20,139			—			16,969			—			—			—
Actual return on plan assets		(1,381	)		—			(910	)		—			—			—
Company contributions		—			—			—			—			82			33
Participant contributions		—			—			—			—			—			—
Benefits paid		(1,789	)		—			(1,350	)		—			(82	)		(33	)
Fair value of plan assets at end of year		16,969			—			14,709			—			—			—
Funded status of plans (over) under		2,670			1,032			7,911			1,192			3,260			2,721
Unrecognized net (gain) loss		(196	)		155			(1,381	)		115			326			304
Accrued benefit costs recognized in the balance sheet	$	2,474		$	1,187		$	6,530		$	1,307		$	3,586		$	3,025

The assumptions used to determine net periodic benefit costs and benefit obligations are as follows:

F-21

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

	Pension Benefits								Other Benefits
	2001				2002				2001		2002
	U.S.		Foreign		U.S.		Foreign		U.S.		U.S.
Discount rate	7.3	%	6.0	%	7.0	%	6.0	%	7.1-7.3	%	7.0-7.3	%
Expected return on plan assets	9.0-9.5	%	—		9.0-9.5	%	—		—		—
Rate of compensation increase	5.0	%	3.0	%	5.0	%	3.0	%	—		—

For measurement purposes, 7.0%—8.5% or 5.0%—8.0% annual rates of increase in the per capita cost of covered health care benefits were assumed for 2001 and 2002, dependent upon benefits offered by specific plans. These rates were assumed to decrease gradually to 6.0% by 2006 and remain at those levels thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One-Percentage Point Increase		One-Percentage Point Decrease
Effect on total service and interest cost components	$	90	$	69
Effect on postretirement benefit obligation		737		562

During 2001 and 2002, the Company elected to curtail certain salaried pension and postretirement medical benefit plans at subsidiary locations. The curtailment has resulted in a gain of $1,171 and $1,279 for the years ended September 30, 2001 and 2002, respectively, which has been reported in other income.

10. Lease Commitment and Rents

The Company leases certain facilities and equipment under separate noncancelable operating leases with varying expiration dates. The Company has three lease agreements for certain buildings from companies whose owners maintain a minority interest in the Company. Rental expense under these agreements was $576, $714, and $487 for the years ended September 30, 2000, 2001, and 2002, respectively.

Annual minimum lease payments under all noncancelable leases at September 30, 2002 are approximately as follows:

2003	$	2,373
2004		1,800
2005		1,281
2006		604
2007		471
Thereafter		1,942
Total minimum lease payments	$	8,471

F-22

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Rent expense under all lease agreements was $1,852, $1,973, and $2,553 for the years ended September 30, 2000, 2001, and 2002, respectively.

11. Geographic Information

The Company operates in one segment, which is the specialty industrial fasteners and fastener installation equipment. Included in the consolidated financial statements are amounts attributable to the geographic locations listed below.

	Net Sales (Based Upon Location of Customer)
	2000		2001		2002
United States	$	161,227	$	168,830	$	159,316
All other		36,567		43,343		49,482
	$	197,794	$	212,173	$	208,798

	Net Property, Plant, and Equipment
	(Based Upon Physical Location of Assets)
	2000		2001		2002
United States	$	76,719	$	69,614	$	62,738
All Other		5,971		6,108		6,234
	$	82,690	$	75,722	$	68,972

12. Discontinuance of Subsidiary

During the year ended September 30, 2000, the Company decided to discontinue operations at FabriSteel Limited (Limited) a wholly owned subsidiary located in England. As of September 30, 2000, all manufacturing and selling operations at Limited had ceased. Substantially all of Limited’s assets were liquidated prior to September 30, 2000. As part of the liquidation, unamortized goodwill was allocated to assets sold. As a result, a loss on the sale of assets of $520 is included in other income (expense) in 2000. As of September 30, 2002, all remaining assets and liabilities had been liquidated.

13. Accounts Receivable and Concentration of Credit Risk

The Company derived 11% and 12% of its sales for the years ended September 30, 2001 and 2002, respectively, from one customer. Accounts receivable from this customer totaled $1,600 and $1,565 at September 30, 2001 and 2002, respectively. No customer accounted for more than 10% of sales during the year ended September 30, 2000.

14. Restructuring Reserve

In the fiscal year ended September 30, 2001, the Company implemented a comprehensive operational restructuring plan (Restructuring Plan), which is intended to improve the Company’s long-term competitive position and lower its cost structure. A reserve was established with a charge to operations for $3,153 to cover severance and outplacement costs related to employee terminations and certain other exit costs. An accrual of $1,277 of the remaining costs for the Restructuring Plan is included in other accrued liabilities in the accompanying consolidated balance sheet as of September 30, 2001.

During the year ended September 30, 2002, the Company continued to implement certain portions of the Restructuring Plan. Severance and outplacement costs paid during 2002 totaled $749, $452 of the restructuring reserve was reversed during 2002 due to a reassessment of manufacturing strategy in our stud welding business, and $76 of the restructuring reserve was included in other accrued liabilities at September 30, 2002.

F-23

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

15. Consolidating Guarantor and Non-Guarantor Financial Information:

Subsequent to September 30, 2002, the Company completed the sale of $175.0 million 11¹/₂% senior subordinated notes which are due 2011. The following consolidating financial information presents balance sheets, statements of income and cash flow information related to the Company’s business. Each Guarantor is a direct or indirect wholly owned subsidiary of the Company and has fully and unconditionally guaranteed the 11.5% senior subordinated notes issued by FastenTech, Inc. on a joint and several basis. No significant restrictions exist on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. Separate financial statements and other disclosures concerning the Guarantors have not been presented because management believes that such information is not material to investors.

F-24

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Consolidating Balance Sheet

September 30, 2002

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	4,224		$	5,723		$	1,036	$	—		$	10,983
Accounts receivable, net		—			27,135			5,150		—			32,285
Inventory		—			30,221			4,852		—			35,073
Deferred income taxes		(4,451	)		6,357			—		—			1,906
Other		224			943			172		—			1,339
Total current assets		(3	)		70,379			11,210		—			81,586
Investment in consolidated subsidiaries		55,423			12,127			22,388		(89,938	)		—
Goodwill, net		—			88,515			5,491		—			94,006
Property, plant and equipment, net		69			62,600			6,303		—			68,972
Other assets		24,098			5,180			357		(22,659	)		6,976
Total assets	$	79,587		$	238,801		$	45,749	$	(112,597	)	$	251,540
Liabilities and Stockholders’ Equity (Deficiency in Assets)
Current liabilities:
Accounts payable	$	—		$	14,139		$	1,690	$	—		$	15,829
Income taxes payable		(10,372	)		12,323			362		—			2,313
Other accrued liabilities		1,768			8,057			1,202		—			11,027
Current portion of long-term debt		9,204			495			—		—			9,699
Total current liabilities		600			35,014			3,254		—			38,868
Long-term debt, net of current portion		161,651			—			3,366		—			165,017
Unrealized loss on interest rate swaps		2,166			—			—		—			2,166
Deferred income taxes		(3,233	)		7,772			1,068		—			5,607
Preferred stock dividends payable		14,977			—			—		—			14,977
Other long-term liabilities		(110,617	)		177,548			2,447		(58,516	)		10,862
Total liabilities		65,544			220,334			10,135		(58,516	)		237,497
Minority interest		1,492			—			—		—			1,492
Redeemable preferred stock		31,994			50,324			—		(50,324	)		31,994
Stockholders’ equity (deficiency in assets):
Common stock, $.01 par value: 5,000,000 shares authorized 1,858,300 issued and outstanding		19			1,016			—		(1,016	)		19
Additional paid in capital		15,765			981			34,511		(35,492	)		15,765
Retained earnings (deficit)		(31,263	)		(29,905	)		949		28,956			(31,263	)
Accumulated other comprehensive income (loss)		(3,964	)		(3,949	)		154		3,795			(3,964	)
Total stockholders’ equity (deficiency in assets)		(19,443	)		(31,857	)		35,614		(3,757	)		(19,443	)
Total liabilities and stockholders’ equity (deficiency in assets)	$	79,587		$	238,801		$	45,749	$	(112,597	)	$	251,540

F-25

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Consolidating Statements of Income

For The Year Ended September 30, 2002

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Net Sales	$	—		$	187,601		$	27,987		$	(6,790	)	$	208,798
Cost of sales		—			126,177			20,850			(6,790	)		140,237
Gross profit		—			61,424			7,137			—			68,561
Selling, general and administrative expenses		4,795			25,751			6,203			—			36,749
Restructuring and nonrecurring charges		—			(452	)		—			—			(452	)
Operating income		(4,795	)		36,125			934			—			32,264
Other income (expense):
Investment income		(742	)		110			713			—			81
Unrealized gain on interest rate swaps		1,444			—			—			—			1,444
Interest expense		(15,202	)		(4,064	)		—			—			(19,266	)
Other net		8,541			(15,391	)		(1,109	)		9,053			1,094
		(5,959	)		(19,345	)		(396	)		9,053			16,647
Income before provisions for income taxes, minority interest and equity in earnings of affiliates		(10,754	)		16,780			538			9,053			15,617
Income tax expense		(2,004	)		8,206			461			—			6,663
Income before minority interest and equity in earnings of affiliates		(8,750	)		8,574			77			9,053			8,954
Equity in earnings of affiliates		8,651			—			—			(8,651	)		—
Minority interest in income of subsidiaries		(1,185	)		—			—			—			(1,185	)
Net income (loss)	$	(1,284	)	$	8,574		$	77		$	402		$	7,769

F-26

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Condensed Consolidating Statements of Cash Flow

For the Year Ended September 30, 2002

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Total
Cash flows provided by (used for) operating activities	$	(15,998	)	$	45,994		$	1,107		$	—	$	31,103
Investing activities
Cash used for acquisitions, net of cash acquired		(6,216	)		—			—			—		(6,216	)
Additions to property, plant and equipment		(10	)		(3,649	)		(964	)		—		(4,623	)
Net cash used in investing activities		(6,226	)		(3,649	)		(964	)		—		(10,839	)
Financing activities
Proceeds from long-term borrowings, net of issuance costs		28,392			—			170			—		28,562
Net borrowings (Repayments) under revolver		(46,506	)		—			—			—		(46,506	)
Intercompany loans and advances		39,190			(39,190	)		—			—		—
Net cash provided by (used in) financing activities		21,076			(39,190	)		170			—		(17,944	)
Effect of exchange rate fluctuations on cash		—			—			22			—		22
Net (decrease) increase in cash and cash equivalents		(1,148	)		3,155			335			—		2,342
Cash and cash equivalents at beginning of period		5,372			2,568			701			—		8,641
Cash and cash equivalents at end of period	$	4,224		$	5,723		$	1,036		$	—	$	10,983

F-27

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Consolidating Balance Sheet

September 30, 2001

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Assets
Current Assets:
Cash and cash equivalents	$	5,372		$	2,568		$	701		$	—		$	8,641
Accounts receivable, net		—			29,389			5,094			—			34,483
Inventory		—			31,872			4,888			—			36,760
Deferred income taxes		(1,892	)		6,129			—			—			4,237
Other		294			1,382			51						1,727
Total current assets		3,774			71,340			10,734			—			85,848
Investment in consolidated subsidiaries		57,921			12,127			22,388			(92,436	)		—
Goodwill, net		—			86,376			5,221						91,597
Property, plant and equipment, net		123			69,862			5,737						75,722
Other assets		12,897			6,211			553			(13,193	)		6,468
Total assets	$	74,715		$	245,916		$	44,633		$	(105,629	)	$	259,635
Liabilities and Stockholders’ Equity (Deficiency in Assets)
Current liabilities:
Accounts payable	$	(9	)	$	16,249		$	2,093		$	—		$	18,333
Income taxes payable		(5,338	)		6,912			(17	)		—			1,557
Other accrued liabilities		3,640			7,958			1,286			—			12,884
Current portion of long-term debt		11,873			2,500			—			—			14,373
Total current liabilities		10,166			33,619			3,362			—			47,147
Long-term debt, net of current portion		127,068			41,405			3,198			—			171,671
Unrealized loss on interest rate swaps		3,611			—						—			3,611
Deferred income taxes		(3,488	)		8,054			1,154			—			5,720
Preferred stock dividends payable		10,600			—			—			—			10,600
Other long-term liabilities		(86,834	)		147,592			2,344			(55,808	)		7,294
Total liabilities		61,123			230,670			10,058			(55,808	)		246,043
Minority interest		4,927			—			—			—			4,927
Redeemable preferred stock		31,994			50,324			—			(50,324	)		31,994
Stockholders’ equity (deficiency in assets):
Common stock, $.01 par value: 5,000,000 shares authorized 1,774,789 issued and outstanding		18			1,016						(1,016	)		18
Additional paid in capital		17,850			981			34,514			(35,495	)		17,850
Retained earnings (deficit)		(39,032	)		(35,720	)		870			34,850			(39,032	)
Accumulated other comprehensive income (loss)		(2,165	)		(1,355	)		(809	)		2,164			(2,165	)
Total stockholders’ equity (deficiency in assets)		(23,329	)		(35,078	)		34,575			503			(23,329	)
Total liabilities and stockholders’ equity (deficiency in assets)	$	74,715		$	245,916		$	44,633		$	(105,629	)	$	259,635

F-28

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Consolidating Statements of Income

For the Year Ended September 30, 2001

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidi- aries			Elimina- tions			Consolidated Total
Net sales	$	—		$	193,620		$	25,508		$	(6,955	)	$	212,173
Cost of sales		—			132,040			18,904			(6,955	)		143,989
Gross profit		—			61,580			6,604			—			68,184
Selling, general & administrative expenses		2,258			28,835			5,651			—			36,744
Restructuring and nonrecurring charges		—			3,153			—			—
Operating income		(2,258	)		20,592			953			—			3,153
Other income (expense):
Investment income		213			6			—			—			28,287
Unrealized loss on interest rate swaps		(2,673	)		—			—			—			219
Interest expense		(16,120	)		(5,167	)		(1,309	)		—			(2,673	)
Other, net		11,516			(18,898	)		978			7,885			(22,596	)
		(7,064	)		(24,059	)		(331	)		7,885			(1,481	)
Income before provision for income taxes, minority interest and equity in earnings of affiliates		(9,322	)		5,533			622			7,885			4,718
Income tax expense		(3,886	)		6,516			(522	)		—			2,108
Income before minority interest and equity in earnings of affiliates		(5,436	)		(983	)		1,144			7,885			2,610
Minority interest in income of subsidiaries		(1,020	)		—			—			—			(1,020	)
Equity in earnings of affiliates		161			—			—			(161	)		—
Income before cummulative effect of a change in accounting principle		(6,295	)		(983	)		1,144			7,724			1,590
Cumulative effect on prior years (to September 30, 2000) of adoption of a new accounting pronouncement (net of taxes of $319)		(619	)		—			—			—			(619	)
Net income	$	(6,914	)	$	(983	)	$	1,144		$	7,724		$	971

F-29

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Condensed Consolidating Statements of Cash Flow

For the Year Ended September 30, 2001

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Total
Cash flows provided by (used for) operating activities	$	(5,424	)	$	41,619		$	(98	)	$	—	$	36,097
Investing activities
Cash used for acquisitions, net of cash acquired		(5,764	)		—			539			—		(5,225	)
Additions to property, plant and equipment		(51	)		(4,154	)		(287	)		—		(4,492	)
Net cash provided by (used in) investing activities		(5,815	)		(4,154	)		252			—		(9,717	)
Financing activities
Proceeds from long-term borrowings, net of issuance costs		6,000			—			—			—		6,000
Repayments on long-term borrowings		(28,053	)		—			(498	)		—		(28,551	)
Intercompany loans and advances		37,429			(37,429	)		—			—		—
Redemption of redeemable preferred stock		(50	)		—			—			—		(50	)
Net proceeds from sales of common and redeemable preferred stock		1,285			—			41			—		1,326
Net cash used in financing activities		16,611			(37,429	)		(457	)		—		(21,275	)
Effect of exchange rate fluctuations on cash		—			—			(5	)		—		(5	)
Net (decrease) increase in cash and cash equivalents		5,372			36			(308	)		—		5,100
Cash and cash equivalents at beginning of period		—			2,532			1,009			—		3,541
Cash and cash equivalents at end of period	$	5,372		$	2,568		$	701		$	—	$	8,641

F-30

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Consolidating Statements of Income

For the Year Ended September 30, 2000

	FastenTech, Inc., Guarantor Subsidiaries and Eliminations			Non-Guarantor Subsidiaries			Consolidated Total
Net sales	$	181,912		$	15,882		$	197,794
Cost of sales		128,729			12,543			141,272
Gross profit		53,183			3,339			56,522
Selling, general & administrative expenses		30,083			4,016			34,099
Operating income (loss)		23,100			(677	)		22,423
Other income (expense):
Investment income		98			—			98
Interest expense		(19,346	)		(251	)		(19,597	)
Other, net		(631	)		—			(631	)
		(19,879	)		(251	)		(20,130	)
Income before provision for income taxes and minority interest		3,221			(928	)		2,293
Income tax expense		1,847			(591	)		1,256
Income before minority interest		1,374			(337	)		1,037
Minority interest in income of subsidiaries		(986	)		—			(986	)
Net income (loss)	$	388		$	(337	)	$	51

F-31

FastenTech, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(Dollars in Thousands)

Condensed Consolidated Statements of Cash Flows

For the Year Ended September 30, 2000

	FastenTech, Inc., Guarantor Subsidiaries and Eliminations			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows provided by operating activities	$	19,527		$	1,445		$	20,972
Investing activities:
Cash used for acquisitions, net of cash acquired		(85,373	)		—			(85,373	)
Additions to property, plant and equipment		(7,056	)		(317	)		(7,373	)
Proceeds from sale of property, plant and equipment		11			—			11
Net cash used in investing activities		(92,418	)		(317	)		(92,735
Financing activities
Proceeds from long-term borrowings, net of issuance costs		78,975			—			78,975
Repayments of long-term borrowings		(20,508	)		—			(20,508	)
Net proceeds from sales of common and redeemable preferred stock		15,000			—			15,000
Intercompany loans and advances		48			(48	)		—
Net cash provided by (used in) financing activities		73,515			(48	)		73,467
Effect of exchange rate fluctuations on cash		—			(71	)		(71	)
Net increase in cash and cash equivalents		624			1,009			1,633
Cash and cash equivalents at beginning of period		1,908			—			1,908
Cash and cash equivalents at end of period	$	2,532		$	1,009		$	3,541

F-32

FastenTech, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share information)	June 30, 2003 (Unaudited)			September 30, 2002
Assets:
Current assets:
Cash and cash equivalents	$	5,102		$	10,983
Accounts receivable, net of allowance of $1,572 and $1,275, respectively		36,920			32,285
Inventory		43,289			35,073
Deferred income taxes		1,972			1,906
Other		1,506			1,339
Total current assets		88,789			81,586
Goodwill, net		95,131			94,006
Property, plant, and equipment, net		68,649			68,972
Other assets		10,968			6,976
Total assets	$	263,537		$	251,540
Liabilities and stockholders’ equity (deficiency in assets):
Current liabilities:
Accounts payable	$	16,331		$	15,829
Income taxes payable		1,846			2,313
Other accrued liabilities		12,767			11,027
Current portion of long-term debt		—			9,699
Total current liabilities		30,944			38,868
Long-term debt, net of current portion		183,000			165,017
Unrealized loss on interest rate swaps		—			2,166
Deferred income taxes		5,568			5,607
Preferred stock dividends payable		16,931			14,977
Other long-term liabilities		11,215			10,862
Total liabilities		247,658			237,497
Minority interests		1,309			1,492
Redeemable preferred stock		27,851			31,994
Stockholders’ equity (deficiency in assets):
Common stock, $.01 par value: 5,000,000 shares authorized 1,858,300 issued and outstanding		19			19
Additional paid-in capital		15,883			15,765
Accumulated deficit		(27,612	)		(31,263	)
Accumulated other comprehensive loss		(1,571	)		(3,964	)
Total stockholders’ equity (deficiency in assets)		(13,281	)		(19,443	)
Total liabilities and stockholders’ equity (deficiency in assets)	$	263,537		$	251,540

See accompanying notes.

F-33

FastenTech, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
(Dollars in thousands)	2003			2002			2003			2002
Net sales	$	54,963		$	56,245		$	151,800		$	157,301
Cost of sales		37,948			37,410			103,196			106,366
Gross profit		17,015			18,835			48,604			50,935
Selling, general, and administrative expenses		8,790			9,139			25,746			26,384
Operating income		8,225			9,696			22,858			24,551
Other income (expense):
Investment Income		9			13			23			61
Unrealized gain (loss) on interest rate swaps		—			(44	)		1,418			854
Interest expense		(5,113	)		(4,799	)		(15,513	)		(14,351	)
Loss on early extinguishment of debt		(2,615	)		—			(2,615	)		—
Other, net		(2	)		1,251			(2	)		1,262
Income before provision for income taxes and minority interest		504			6,117			6,169			12,377
Income tax expense		202			2,615			2,468			5,287
Income before minority interest		302			3,502			3,701			7,090
Minority interest in income of subsidiaries		—			663			45			1,185
Net Income	$	302		$	2,839		$	3,656		$	5,905
Less preferred stock dividends		(359	)		895			1,954			2,686
Net income applicable to common stockholders	$	661		$	1,944		$	1,702		$	3,219

See accompanying notes.

F-34

FastenTech, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended June 30,
(Dollars in thousands):	2003			2002
Operating activities:
Net income	$	3,656		$	5,905
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on early extinguishment of debt		2,615			—
Depreciation		8,401			8,984
Amortization		138			2,025
Noncash interest expense		4,024			4,137
Minority interest in income of subsidiaries		45			1,185
Unrealized gain on interest rate swaps		(1,418	)		(854	)
Changes in operating assets and liabilities:
Accounts receivable		(3,058	)		1,037
Inventory		(1,031	)		22
Income taxes		(558	)		664
Other current assets		(237	)		675
Accounts payable		(293	)		(775	)
Other current liabilities		(959	)		(1,546	)
Other		(352	)		692
Net cash provided by operating activities		10,973			22,151
Investing activities:
Cash used for acquisitions, net of cash acquired		(9,988	)		(6,075	)
Additions to property, plant, and equipment		(4,108	)		(3,058	)
Net cash used in investing activities		(14,096	)		(9,133	)
Financing activities:
Proceeds from long-term borrowings, net of issuance costs		167,377			—
Net borrowings (repayments) under Credit Agreement		8,000			—
Net long-term borrowings (repayments)		(176,035	)		(10,450	)
Repurchase of preferred stock		(2,071	)		—
Net cash provided by (used in) financing activities		(2,729	)		(10,450	)
Effect of exchange rate fluctuations on cash		(29	)		—
Net decrease in cash and cash equivalents		(5,881	)		2,568
Cash and cash equivalents at beginning of period		10,983			8,641
Cash and cash equivalents at end of period	$	5,102		$	11,209

See accompanying notes.

F-35

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended June 30, 2003 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet at September 30, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes for the year ended September 30, 2002 included in the offering memorandum.

2. Inventory 

Inventory is comprised of the following:

	June 30, 2003						September 30, 2002
(Dollars in thousands)	Inventories Valued at FIFO			Inventories Valued at LIFO			Inventories Valued at FIFO			Inventories Valued at LIFO
Raw material	$	10,574		$	1,006		$	6,980		$	665
Work-in-process		10,397			640			7,606			729
Finished goods		23,254			2,152			20,075			2,729
Obsolescence reserve		(3,524	)		(207	)		(2,523	)		(155	)
LIFO reserve		—			(1,003	)		—			(1,033	)
Total inventory	$	40,701		$	2,588		$	32,138		$	2,935

3. Other Comprehensive Income

Other comprehensive income consists of the following:

	Three Months Ended June 30,
	2003		2002
Net income	$	302	$	2,839
Foreign currency translation adjustment		1,402		1,072
	$	1,704	$	3,911

	Nine Months Ended June 30,
	2003			2002
Net income	$	3,656		$	5,905
Adjustment to recognize minimum pension liability (net of taxes of $167)		(324	)		—
Foreign currency translation adjustment		2,717			441
	$	6,049		$	6,346

F-36

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)

4. Long-Term Debt

In May 2003, the Company completed an offering of $175.0 million 11.5% Senior Subordinated Notes (Senior Notes) due 2011. The interest on the Senior Notes is payable semi-annually beginning November 1, 2003. Net proceeds from this offering of approximately $167.4 million were used to repay all outstanding debt. In conjunction with the payoff of all existing debt, the Company recorded a charge for $2.6 million relating to the write off of debt issuance costs and premiums paid on certain debt payoffs offset by a gain on the early extinguishment of debt. In accordance with the adoption of SFAS No. 145, this charge is included in the accompanying consolidated statements of income for the three and nine months ended June 30, 2003, as a component of income from continuing operations.

In May 2003, the Company entered into a new Credit Agreement (Credit Agreement). Borrowings under the Credit Agreement bear interest at the financial institutions’ reference rate as defined plus a margin from 1.75% to 2.50% or Eurocurrency rates as defined plus a margin from 2.75% to 3.50% depending on the ratio of current debt to EBITDA as defined. In addition, the Company is required to pay a commitment fee of .50% to .75% on the average unused commitment under the Credit Agreement. The Credit Agreement has available borrowings of $40.0 million (subject to certain limits as defined in the Credit Agreement), of which $8.0 million was outstanding at June 30, 2003. The Credit Agreement expires in May 2008. Borrowings under the Credit Agreement are collateralized by substantially all of the Company’s assets and are subject to certain financial and nonfinancial covenant requirements. The Company was in compliance with all covenants as of June 30, 2003.

5. Use of Estimates

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

6. Acquisitions

On February 28, 2003, the Company acquired substantially all of the assets and certain liabilities of the Evansville Operations of Rolls-Royce Corporation that manufactures transition ducts for gas turbine generators. We acquired this business, including the accounts receivable, inventory, fixed assets, accounts payable and accrued liabilities, for a purchase price of $9.5 million in cash, subject to a post-closing adjustment and an earn out potential, which shall in no event exceed $5.0 million, based on the achievement of a three-year cumulative EBITDA target of the business acquired. The Company funded the acquisition with cash from operations and borrowings under our prior Revolving Credit Facility and accounted for the acquisition using the purchase method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair market values at the date of acquisition. Certain of the liabilities assumed have been recorded based upon preliminary estimates as of the date of the acquisition. Results of the acquired operations have been included in the accompanying condensed consolidated financial statements since the date of acquisition.

The following additional pro forma information presents the results of operations of the Company as if the acquisition had been completed as of October 1, 2002 (in thousands):

	Nine months ended June 30, 2003
Revenue	$	159,538
Net income	$	4,225

Goodwill and Other Intangible Assets

Effective October 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The new standard requires, at a minimum, an annual assessment of the carrying value of goodwill and other intangibles with indefinite useful lives. If the carrying value of goodwill or an intangible asset exceeds its fair value, an impairment loss will be recognized.

F-37

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)

The Company, using an independent appraisal firm, has completed the first step of the transitional impairment test for all reporting units of the Company using a combination of valuation techniques, including discounted cash flow and market multiple analysis for each of its reporting units. The calculations were based on the then current expectations for the markets which each reporting unit serves. Due to significant decline in the heavy-duty truck market and the general economic downturn, the results of the test indicate that goodwill at two reporting units totaling $37,490 may be impaired and an impairment loss may have to be recognized. The amount of that loss has not been estimated, and the measurement of that loss will be completed prior to the release of the September 30, 2003 financial statements. Any resulting impairment loss will be recognized as the cumulative effect of a change in accounting principle and reflected in the first quarter of 2003 and will not create any violations of debt covenants.

Prior to 2003, goodwill was amortized over periods not exceeding 40 years. Intangible assets with finite useful lives are amortized on a straight-line basis over the periods benefited with a useful life of 5 years. The effects of adopting SFAS No. 142 on net income for the three and nine-month periods are as follows:

	Three months ended June 30				Nine months ended June 30
	2003		2002		2003		2002
Net Income, as reported	$	302	$	2,839	$	3,656	$	5,905
Add: goodwill amortization, net of income tax		—		356		—		1,074
Net Income excluding goodwill amortization	$	302	$	3,195	$	3,656	$	6,979

7. Consolidating Guarantor and Non-Guarantor Financial Information:

The following consolidating financial information presents balance sheets, statements of income and cash flow information related to the Company’s business. Each Guarantor is a direct or indirect wholly owned subsidiary of the Company and has fully and unconditionally guaranteed the 11.5% senior subordinated notes issued by FastenTech, Inc. on a joint and several basis. No significant restrictions exist on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. Separate financial statements and other disclosures concerning the Guarantors have not been presented because management believes that such information is not material to investors.

F- 38

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)

Consolidating Balance Sheet

June 30, 2003

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated Total
Assets
Current Assets:
Cash and cash equivalents	$	781		$	3,031		$	1,290	$	—		$	5,102
Accounts receivable, net		—			29,340			7,580		—			36,920
Inventory		—			37,664			5,625		—			43,289
Deferred income taxes		(4,433	)		6,062			343		—			1,972
Other		407			990			109					1,506
Total current assets		(3,245	)		77,087			14,947		—			88,789
Investment in consolidated subsidiaries		55,564			12,127			22,388		(90,079	)		—
Goodwill, net		102			88,516			6,513					95,131
Property, plant and equipment, net		27			62,130			6,492					68,649
Other assets		35,137			2,174			966		(27,309	)		10,968
Total assets	$	87,585		$	242,034		$	51,306	$	(117,388	)	$	263,537
Liabilities and Stockholders’ Equity (Deficiency in Assets)
Current liabilities:
Accounts payable	$	—		$	13,902		$	2,429	$	—		$	16,331
Income taxes payable		(17,339	)		18,230			955		—			1,846
Other accrued liabilities		4,216			6,581			1,970		—			12,767
Current portion of long-term debt		—			—			—		—			—
Total current liabilities		(13,123	)		38,713			5,354		—			30,944
Long-term debt, net of current portion		183,000			—			—		—			183,000
Unrealized loss on interest rate swaps		—			—			—		—			—
Deferred income taxes		(3,215	)		7,520			1,263		—			5,568
Preferred stock dividends payable		16,931						—		—			16,931
Other long-term liabilities		(111,887	)		172,949			5,088		(54,935	)		11,215
Total liabilities		71,706			219,182			11,705		(54,935	)		247,658
Minority interests		1,309			—			—		—			1,309
Redeemable preferred stock		27,851			50,324			—		(50,324	)		27,851
Stockholders’ equity (deficiency in assets):
Common stock, $.01 par value: 5,000,000 shares authorized 1,858,300 issued and outstanding		19			1,016					(1,016	)		19
Additional paid in capital		15,883			981			34,526		(35,507	)		15,883
Retained earnings (deficit)		(27,612	)		(25,116	)		2,192		22,924			(27,612	)
Accumulated other comprehensive income (loss)		(1,571	)		(4,353	)		2,883		1,470			(1,571	)
Total stockholders’ equity (deficiency in assets)		(13,281	)		(27,472	)		39,601		(12,129	)		(13,281	)
Total liabilities and stockholders’ equity (deficiency in assets)	$	87,585		$	242,034		$	51,306	$	(117,388	)	$	263,537

F-39

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)

Consolidating Statements of Income

For the Nine Months Ended June 30, 2003

	FastenTech, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidi- aries			Elimina- tions			Consolidated Total
Net sales	$	—		$	133,461		$	24,672		$	(6,333	)	$	151,800
Cost of sales		—			92,153			17,376			(6,333	)		103,196
Gross profit		—			41,308			7,296			—			48,604
Selling, general & administrative expenses		3,312			17,139			5,295			—			25,746
Operating income		(3,312	)		24,169			2,001			—			22,858
Other income (expense):
Investment income		(4	)		27			—			—			23
Unrealized gain on interest rate swaps		1,418			—			—			—			1,418
Interest expense		(14,751	)		—			(762	)		—			(15,513	)
Gain (loss) on early extinguishment of debt		272			(2,887	)		—			—			(2,615	)
Other, net		5,707			(10,382	)		533			4,140			(2	)
		(7,358	)		(13,242	)		(229	)		4,140			(16,689	)
Income before provision for income taxes, minority interest and equity in earnings of affiliates		(10,670	)		10,927			1,772			4,140			6,169
Income tax expense (benefit)		(4,720	)		6,679			509			—			2,468
Income before minority interest and equity in earnings of affiliates		(5,950	)		4,248			1,263			4,140			3,701
Minority interest in income of subsidiaries		(45	)		—			—			—			(45	)
Equity in earnings of affiliates		5,511			—			—			(5,511	)		—
Net income (loss)	$	(484	)	$	4,248		$	1,263		$	(1,371	)	$	3,656

F-40

FastenTech, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

(Unaudited)

Condensed Consolidating Statements of Cash Flows

For the nine months ended June 30, 2003

	FastenTech, Inc.			Guarantor Subsidi- aries			Non-Guarantor Subsidiaries			Elimina- tions		Consolidated Total
Cash flows provided by (used for) operating activities	$	(11,529	)	$	21,085		$	1,417		$	—	$	10,973
Investing activities
Cash used for acquisitions, net of cash acquired		(9,988	)		—			—			—		(9,988	)
Additions to property, plant and equipment		—			(3,740	)		(368	)		—		(4,108	)
Net cash used in investing activities		(9,988	)		(3,740	)		(368	)		—		(14,096	)
Financing activities
Proceeds from long-term borrowings, net of issuance costs		167,377			—			—			—		167,377
Net borrowings under revolver		8,000			—			—			—		8,000
Repayments on long-term borrowings		(172,669	)		—			(3,366	)		—		(176,035	)
Intercompany loans and advances		17,437			(20,037	)		2,600			—		—
Repurchase of preferred stock		(2,071	)		—			—			—		(2,071	)
Net cash provided by (used in) financing activities		18,074			(20,037	)		(766	)		—		(2,729	)
Effect of exchange rate fluctuations on cash		—			—			(29	)		—		(29	)
Net (decrease) increase in cash and cash equivalents		(3,443	)		(2,692	)		254			—		(5,881	)
Cash and cash equivalents at beginning of period		4,224			5,723			1,036			—		10,983
Cash and cash equivalents at end of period	$	781		$	3,031		$	1,290		$	—	$	5,102

F-41

Report of Independent Auditors

TRW Inc.

We have audited the accompanying combined balance sheet of TRW Nelson Stud Welding (Nelson or the Company) which include TRW Nelson Stud Welding, TRW Nelson Bolzenschweib-Technik Verwaltungs GmbH, TRW Nelson Bolzenschweiss-Technik GmbH & Co., KG, TRW Nelson Canada, and TRW Nelson France as of September 30, 1999, and the related combined statement of earnings, changes in net investment, and cash flows for the nine-month period ended September 30, 1999. These financial statements are the responsibility of TRW Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

As discussed in Note A to the combined financial statements, TRW Nelson Stud Welding is a part of the TRW Inc. and has no separate legal status or existence.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of TRW Nelson Stud Welding at September 30, 1999, and the results of its operations and its cash flows for the nine-month period ended September 30, 1999, in conformity with accounting principles generally accepted in the United States.

Cleveland, Ohio

January 13, 2000

F-42

TRW Nelson Stud Welding

Combined Balance Sheet

(Dollars in thousands)	September 30, 1999
Assets:
Current assets:
Cash and cash equivalents	$	—
Accounts receivable—net		11,935
Inventories		7,997
Prepaid expenses		874
Deferred income taxes		1,071
Total current assets		21,877
Investment in affiliates		1,494
Deferred income taxes		5,380
Property, plant, and equipment—net		13,898
Goodwill		278
Other intangible assets		44
Other assets		301
Total assets	$	43,272
Liabilities and net investment:
Current liabilities:
Accounts payable	$	3,469
Other accruals		1,065
Accrued compensation		3,309
Payables to other TRW units		8,228
Total current liabilities		16,071
Long-term liabilities		16,386
Long-term deferred income taxes		1,789
Net investment		9,026
Total liabilities and net investment	$	43,272

See accompanying notes.

F-43

TRW Nelson Stud Welding

Combined Statement of Earnings

(Dollars in thousands)	Nine Months Ended September 30, 1999
Sales	$	53,620
Cost of sales		34,715
Gross profit		18,905
Selling, administrative, and research and development expenses		12,646
TRW allocated corporate, general, and administrative expenses		176
Other (income) expense, net		486
Earnings before income taxes		5,597
Income taxes:
Current:
Federal		2,544
State and local		100
		2,644
Deferred:
Federal		(552	)
		2,092
Net earnings	$	3,505

See accompanying notes.

F-44

TRW Nelson Stud Welding

Combined Statement of Changes in Net Investment

				Accumulated Other Comprehensive Income (Loss)
(Dollars in thousands)	Net Investment			Cumulative Translation Adjustment			Additional Pension Liability			Total Net Investment
Balance at December 31, 1998		5,981			1,319			(61	)		7,239
Comprehensive income:
Net earnings		3,505			—			—			3,505
Translation adjustment		—			(340	)		—			(340	)
Additional pension liability, net of tax		—			—			(107	)		(107	)
Total comprehensive income											3,058
Net transfers to TRW Inc.		(1,271	)		—			—			(1,271	)
Balance at September 30, 1999	$	8,215		$	979		$	(168	)	$	9,026

See accompanying notes.

F-45

TRW Nelson Stud Welding

Combined Statement of Cash Flows

(Dollars in thousands)	Nine Months Ended September 30, 1999
Operating activities:
Net earnings	$	3,505
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		1,559
Deferred income taxes		(182	)
(Gain) loss on disposal of fixed assets		68
Change in operating assets and liabilities:
Accounts receivable		(2,017	)
Inventories and prepaid expenses		674
Accounts payable and other accruals		254
Other, net		(129	)
Net cash provided by operating activities		3,732
Investing activities:
Capital expenditures		(1,452	)
Proceeds from sale of property and equipment		161
Other, net		(1,281	)
Net cash used in investing activities		(2,572	)
Financing activities:
Net transfers and payments with TRW Inc.		(1,271	)
Net cash used in financing activities		(1,271	)
Decrease in cash and cash equivalents		(111	)
Effect of exchange rate changes on cash		111
Cash and cash equivalents at beginning of year		—
Cash and cash equivalents at end of year	$	—

See accompanying notes.

F-46

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

1. Basis of Presentation

These combined financial statements of TRW Nelson Stud Welding (Nelson or the Company) include TRW Nelson Stud Welding, TRW Nelson Bolzenschweib-Technik Verwaltungs GmbH, TRW Nelson Bolzenschweiss-Technik GmbH & Co., KG, TRW Nelson Canada, and TRW Nelson France. In addition, the Company has an investment in Nippon Stud Welding, an unconsolidated subsidiary, which is accounted for using the equity method. All significant intragroup accounts and transactions have been eliminated in combination. Nelson is a part of TRW Inc. (TRW) and has no separate legal status or existence.

Nelson operates in a single line of business—the sale of related stud welding systems and stud fasteners for the construction, metal working, and transportation industries.

2. Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue when the product is shipped or over the period equipment is leased and provides an appropriate allowance for estimated returns and adjustments. TRW Nelson leases stud welding systems to companies in the construction, metal working, and transportation industries, on short-term leases. Revenues from leasing were $0.8 million in the nine months ended September 30, 1999.

Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of September 30, 1999, and reported amounts of sales and expenses for the nine months ended September 30, 1999. Actual results could differ from those estimates.

Cash Equivalents

For purposes of the statements of cash flows, Nelson considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Nelson has established receivable reserves of $1.0 million at September 30, 1999.

Concentration of Credit Risk

Credit risk with respect to accounts receivable is concentrated principally with companies in the automotive, general machinery, and construction industries, operating principally in the United States, Germany, France, and Canada. Customers are not required to provide collateral.

Inventories

Inventories are valued at lower of cost or market, with cost determined primarily by the “last-in, first-out” (LIFO) method. At September 30, 1999, approximately 63% of inventory were accounted for using the LIFO method.

F-47

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

2. Significant Accounting Policies (continued)

Property, Plant, and Equipment

Property, plant, and equipment on the basis of cost includes the following:

(Dollars in thousands)	1999
Land	$	221
Buildings		12,292
Machinery and equipment		32,077
		44,590
Less allowances for depreciation and amortization		30,692
Property, plant, and equipment—net	$	13,898

Depreciation is computed using the straight-line method over the estimated useful lives of the assets: buildings—30 years, and machinery and equipment—7 to 10 years.

Equipment for lease had a net book value of $1.3 million at September 30, 1999.

Intangible Assets

Intangible assets are stated on the basis of cost and are being amortized by the straight–line method over the estimated future periods to be benefited. Goodwill of $0.3 million arising from acquisitions before 1971 is not being amortized because there is no indication of diminished value.

Advertising Costs

Nelson charges the cost of advertising to expense in the year incurred. Nelson expensed $0.1 million for the nine-month period ended September 30, 1999.

Comprehensive Income

Nelson adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, during the first quarter of 1998. This statement requires that foreign currency translation, unrealized gains or losses on available-for-sale securities, and minimum pension liability adjustments be included in other comprehensive income and that the accumulated balance of other comprehensive income be separately displayed. Prior year information has been restated to conform to the requirements of SFAS 130.

The components of accumulated other comprehensive income (loss) at September 30, 1999 are as follows:

(Dollars in thousands)	1999
Foreign currency translation loss	$	(340	)
Minimum pension liability adjustments		(107	)
Accumulated other comprehensive income (loss)	$	(447	)

Income Taxes

Income taxes have been provided on a separate return basis. 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.

It is the Company’s intention to reinvest undistributed earnings of certain of its non-U.S. subsidiaries and, thereby, indefinitely postpone their remittance. Accordingly, deferred income taxes have not been provided for accumulated undistributed earnings.

Accounting Pronouncement

F-48

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, which is required to be adopted in years beginning after June 15, 1999. Because of the Company’s minimal use of derivatives, management does not anticipate that the adoption of the new statement will have a significant effect on earnings or the financial position of the Company.

3. Inventories

Inventories consist of the following:

(Dollars in thousands)	September 30, 1999
FIFO cost:
Raw material and supplies	$	1,579
Finished goods		7,031
Work in process		1,494
		10,104
LIFO reserve		(2,107	)
	$	7,997

Reductions in certain inventory quantities during the nine-month period ended September 30, 1999 resulted in the liquidation of LIFO inventory layers carried at costs prevailing in prior years that were lower than current costs. The effects of these quantity reductions were not significant in the nine-month period ended September 30, 1999.

4. Employee Benefit Plans

Pension Plans

At December 31, 1998, Nelson adopted SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits. This statement revises employers’ disclosures about pensions and other postretirement benefit plans. The measurement and recognition requirements for pension or other postretirement benefit plans have not changed. Prior year information has been presented to conform to the requirements of the new standard.

SFAS No. 87 established standards for financial reporting and accounting for pension benefits from an employer’s companywide perspective. For its multi-location plans, TRW’s accounting policy is to allocate pension cost to Nelson on the basis of payroll for its funded salaried plan and projected liabilities for unfunded plans. The following disclosures relative to pension expense and funded status of defined benefit pension benefits applicable to Nelson are presented to be representative of TRW defined benefit plans from a controlled group perspective.

F-49

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

4. Employee Benefit Plans (continued)

Nelson participates in TRW Inc.’s or has defined benefit pension plans for substantially all employees. The following table provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets over the nine-month period ended September 30, 1999, and a statement of the funded status as of September 30, 1999:

	1999
(Dollars in thousands)	U.S.			Non-U.S.
Change in benefit obligations:
Benefit obligations at January 1	$	18,235		$	1,457
Service cost		376			17
Interest cost		917			60
Amendments		127			—
Actuarial gain (loss)		(1,538	)		197
Foreign currency exchange rate changes		—			(168	)
Benefits paid		(1,061	)		(41	)
Benefit obligations at September 30, 1999		17,056			1,522
Change in plan assets:
Fair value of plan assets at January 1		19,378			—
Actual return on plan assets		155			—
Company contributions		48			—
Benefits paid		(1,061	)		—
Fair value of plan assets at September 30, 1999		18,520			—
Funded (underfunded) status of the plan		1,464			(1,522	)
Unrecognized actuarial (gain) loss		(932	)		236
Unrecognized prior service cost		331			—
Unrecognized net transition (liability) asset		(80	)		27
Total recognized	$	783		$	(1,259	)

F-50

TRW Nelson Stud Welding

Notes to Combined Financial Statements

September 30, 1999

The following table provides the amounts recognized in the balance sheet as of September 30, 1999:

	1999
(Dollars in thousands)	U.S.			Non-U.S.
Prepaid benefit cost	$	892		$	—
Accrued benefit liability		(109	)		(1,259	)
Additional minimum liability		(37	)		(250	)
Intangible asset and other		10			27
Accumulated other comprehensive income		27			223
Total recognized	$	783		$	(1,259	)

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the U.S. pension plans with accumulated benefit obligations in excess of plan assets were $0.2 million, $0.1 million, and $0 million, respectively, as of September 30, 1999.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were $1.5 million, $1.5 million, and $0 million, respectively, as of September 30, 1999.

F-51

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

4. Employee Benefit Plans (continued)

The following table provides the components of net pension cost for the plans for the nine months ended September 30, 1999:

	1999
(Dollars in thousands)	U.S.			Non-U.S.
Defined benefit plans:
Service cost-benefits earned during the year	$	376		$	23
Interest cost on projected benefit obligations		917			80
Expected return on plan assets		(1,467	)		—
Amortization of recognized loss		122			—
Amortization of prior service cost		36			—
Amortization of transition asset		(64	)		5
Defined benefit plans		(80	)		108
Employee stock ownership and savings plan		227			—
Total pension cost	$	147		$	108

The amount included within other comprehensive income arising from a change in the minimum pension liability was a loss of $0.1 million, net of tax of $0.1 million, in 1999.

The assumptions used in the measurement of Nelson’s benefit obligations are shown in the following table:

	1999
(Dollars in thousands)	U.S.		Non-U.S.
Actuarial assumptions:
Discount rate	7.5	%	5.5	%
Rate of increase of compensation levels	4.0	%	3.5	%

The expected long-term rate of return on plan assets for U.S. plans was 9.5% for 1999.

Nelson participates in TRW’s contributory stock ownership and savings plan for which a majority of its U.S. employees are eligible. Nelson matches employee contributions up to 3% of the participant’s qualified compensation. Nelson’s contributions are held in an unleveraged employee stock ownership plan. Nelson recognized expense of $0.3 million related to this plan for the nine-month period ended September 30, 1999.

Pension expense and liabilities for countries where Nelson has only a few employees have been omitted on the basis of materiality.

Postretirement Benefits Other than Pensions

A majority of Nelson’s U.S. retired employees are provided health care and life insurance benefits by TRW. The health care plans provide for cost sharing, in the form of employee contributions, deductibles, and coinsurance, between Nelson and its retirees. The postretirement health care plan covering a majority of employees who retired since August 1, 1988 limits the annual increase in Nelson’s contribution toward the plan’s cost to a maximum of the lesser of 50% of medical inflation or 4%. Life insurance benefits are generally noncontributory. Nelson’s policy is to fund the cost of postretirement health care and life insurance benefits in amounts determined at the discretion of TRW management. The plans are currently not funded.

F-52

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

4. Employee Benefit Plans (Continued)

The following table sets forth the funded status and amounts recognized in Nelson’s balance sheets at September 30, 1999, for its postretirement benefit plans.

	1999
(Dollars in thousands)	U.S.
Change in benefit obligations:
Benefit obligations at beginning of year	$	12,290
Service cost		190
Interest cost		620
Actuarial gain		(1,167	)
Plan amendments
Benefits paid		(451	)
Benefit obligations at end of the period	$	11,482
Change in plan assets:
Fair value of plan assets at beginning of year
Company contributions	$	451
Benefits paid		(451	)
Fair value of plan assets at end of the period	$	—
Funded status of the plan	$	11,482
Unrecognized actuarial gain		4,515
Unrecognized prior service cost		(9	)
Total accrued benefit cost recognized	$	15,988
Weighted-average assumptions:
Discount rate		7.50	%
Components of net postretirement benefit cost:
Service cost	$	190
Interest cost		620
Amortization of recognized loss		(29	)
Amortization of prior service cost		1
Net postretirement benefit cost	$	782

F-53

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

The weighted average rate of compensation increase was 4.4% for 1999. A 7.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 1999. The rate was assumed to decrease gradually to 5% in the year 2009 and remain at that level thereafter.

A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	One-Percentage-Point
(Dollars in thousands)	Increase		(Decrease)
Effect on total of service and interest cost components	$	193	$	(153	)
Rate of increase in compensation levels		1,781		(1,454	)

F-54

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

5. Income Taxes

Earnings from continuing operations before income taxes:

(Dollars in thousands)	1999
U.S.	$	5,153
Non-U.S.		444
	$	5,597

Provision for income taxes:

(Dollars in thousands)	1999
Current:
U.S. federal	$	2,261
Non-U.S.		283
U.S. state and local		100
		2,644
Deferred:
U.S. federal		(441	)
Non-U.S.		(111	)
		(552	)
	$	2,092

Income taxes differ from the statutory rate principally due to the following:

	1999
U.S. statutory income tax rate	35.0	%
State and local income taxes net of federal tax benefit	1.2
Effect of tax rate differential on foreign operations	1.7
Other permanent differences	8
Effective income tax rate	38.7	%

The Company cannot determine on a separate stand-alone basis what the worldwide Nelson businesses’ federal and foreign income tax payments were because the worldwide Nelson business is not conducted through separate stand-alone legal entities. Tax payments are at the parent or partner level and no portion is allocated to Nelson. For purposes of these financial statements, the assumption is that tax payments of the worldwide Nelson business are determined by multiplying the local statutory income tax rate by local statutory book income (decreased or increased by local deductible or non-deductible items).

The following is a summary of the significant components of Nelson’s deferred tax assets and liabilities as of September 30, 1999:

F-55

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

	Deferred
	Tax Assets		Tax Liabilities
(Dollars in thousands)	1999		1999
Pension and postretirement benefits other than pensions	$	5,380	$	—
Inventory		372		—
Fixed assets		—		(1,214	)
Other		699		(575	)
Total	$	6,451	$	(1,789	)

The effective tax rate for Nelson Germany consists of a fully distributed 30% corporate tax rate plus 12% net trade tax rate (after deduction from corporate income) for a total of 42%.

6. Lease Commitments

Nelson leases certain buildings, offices, computers, office equipment, and automobiles under operating leases. Such leases, some of which are noncancelable and in some cases include renewals, expire at various dates. Nelson pays most maintenance, insurance, and tax expense relating to leased assets. Rental expense for operating leases was $0.8 million in 1999.

At September 30, 1999, future minimum lease payments for noncancelable operating leases totaled $1.2 million and are payable as follows: 1999—$0.1 million; 2000—$0.4 million; 2001—$0.3 million; 2002—$0.2 million; and 2003—$0.2 million.

7. Related-Party Transactions

Certain of the units in the combined financial statements participate in TRW’s cash management system, under which TRW withdraws daily the unit’s cash receipts and covers any disbursements that have cleared the bank. The units are charged a rate that approximates LIBOR plus .5% on their average outstanding balances. At September 30, 1999, $6.4 million were outstanding under the cash management agreement. These amounts are included in payables to other TRW units. Interest paid totaled $0.2 million for the nine-month period ended September 30, 1999.

TRW Corporate incurs general and administrative expenses that relate to all of TRW’s operating units, which are allocated to the operating units based on a percentage of each operating unit’s cost of operations. Nelson recorded these expenses with an offsetting entry to the net investment account, after related income taxes. Group staff expenses are included in administrative and selling expenses for financial statement presentation purposes and were $0.2 million in 1999. During 1999, TRW eliminated the Corporate allocation of general and administrative expenses to the units. However, the Group staff expenses are still being allocated.

TRW Corporate charges Nelson for use of TRW trademarks. Charges for trademarks included in TRW corporate, general, and administrative expenses totaled $0.3 million for the nine-month period ended September 30, 1999.

Nelson sells manufactured goods to affiliates of TRW. Revenues from other affiliates of TRW for the nine-month period ended September 30, 1999 were approximately $1.7 million.

8. Commitments and Contingencies

Nelson is subject to various other legal proceedings that arose in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the combined financial position or results of operations of Nelson.

9. Segments

At December 31, 1998, the Company adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for the way public enterprises report information about operating segments in annual

F-56

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

financial statements and requires those enterprises to report selected information about operating segments in interim financial reports. SFAS No. 131 also establishes standards for related disclosures about products, geographic areas, and major customers. SFAS No. 131 superseded SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. SFAS No. 131 requires financial information to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. The adoption of SFAS No. 131 by the Company during 1998 did not affect the results of operations or the financial position of the Company.

Nelson has one operating segment—the sale of related stud welding systems and stud fasteners for the construction, metal working, and transportation industries operating primarily in the U.S., Germany, Canada, and France.

The accounting policies of the operating segment are the same as those described in the significant accounting policies footnote. The Company evaluates performance based on profit before income taxes and total assets net of current operating liabilities.

F-57

TRW Nelson Stud Welding

Notes to Combined Financial Statements (continued)

Information concerning principal geographic areas for and as of the nine-month period ended September 30, 1999 follows.

(Dollars in thousands)	U.S.	Germany	All Other	Total
Revenues from external customers:
1999	34,898	15,823	2,899	53,620
Property, plant, and equipment, net:
1999	10,033	3,810	55	13,898

10. Investment in Affiliate

TRW has a 28.3% equity ownership in Nippon Stud Welding. The investment balance was $1.5 million at September 30, 1999.

Summarized financial information for Nippon Stud Welding is as follows:

(Dollars in thousands)	1999
Assets	$	27,112
Liabilities		21,829
Equity		5,283
Revenues		24,709
Earnings (loss) before taxes		(286	)

11. Subsequent Events—Unaudited

In December 1999, Nelson sold approximately 30 acres of land located adjacent to its Elyria, Ohio plant for approximately $0.03 million.

During 1997, Nelson produced a machine for Westfalia-Metallformtechnik GmbH (Westfalia) for use in a manufacturing line. During 1998, Westfalia sued the Company claiming that the machine did not meet specifications. In December 1999, an out-of-court settlement was reached. Under the settlement, Westfalia agreed to return the machine to Nelson and Nelson will pay Westfalia approximately $300. In addition, Westfalia has agreed to purchase a new machine from Nelson.

In October 1999, TRW Nelson Bolzenschweiss-Technik GmbH & Co., KG received the results of a German tax audit for the period 1993 through 1996. The request for additional tax is approximately $2.0 million. Nelson intends to vigorously contest the results of the tax audit. The range of possible outcomes is $0.0 million to $2.0 million. As the contingency is in the early stages, Nelson does not believe it is probable a liability has been incurred and the amount potentially payable in the future is not estimable. Therefore, no amount has been accrued in the accompanying combined financial statements.

F-58

Independent Auditors’ Report

Board of Directors

Rolls-Royce Corporation:

We have audited the accompanying statements of net assets of the Evansville Operations of Rolls-Royce Corporation (the Company) as of December 31, 2001 and 2002, and the related statements of operations and comprehensive income, and cash flows to Rolls-Royce Corporation for each of the years in the three-year period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Evansville Operations of Rolls-Royce Corporation as of December 31, 2001 and 2002, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

/s/    KPMG LLP

Indianapolis, Indiana

February 11, 2003

F-59

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Statements of Net Assets

December 31, 2001 and 2002

(Dollars in thousands)

	2001		2002
Assets
Current assets:
Accounts receivable and costs in excess of billings on uncompleted contracts, net of allowance for doubtful accounts of $64 in 2001	$	4,979	$	3,158
Inventories		5,195		6,525
Deferred tax assets		25		—
Total current assets		10,199		9,683
Machinery and equipment, net		2,648		2,830
Other assets		52		48
Deferred tax assets		—		34
Total assets		12,899		12,595
Liabilities and Net Assets
Current liabilities:
Accounts payable		2,504		1,333
Capital lease obligations		266		—
Accrued payroll and related liabilities		423		253
Accrued and other liabilities		158		243
Total current liabilities		3,351		1,829
Pension liabilities		222		320
Other postretirement liabilities		873		1,151
Deferred tax liabilities		35		—
Other long-term liabilities		29		34
Total liabilities		4,510		3,334
Net assets	$	8,389	$	9,261

See accompanying notes to financial statements.

F-60

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Statements of Operations and Comprehensive Income

Years ended December 31, 2000, 2001 and 2002

(Dollars in thousands)

	2000		2001			2002
Net revenue from sale of products	$	41,824	$	44,428		$	37,535
Net revenue from percentage completion contracts		3,137		5,927			—
Total revenue		44,961		50,355			37,535
Cost of product sales		31,477		29,925			27,255
Cost of percentage completion sales		2,654		4,397			—
Total cost of sales		34,131		34,322			27,255
Gross profit		10,830		16,033			10,280
Selling, general and administrative expense		1,318		1,323			1,267
Other expense, net		63		49			—
Operating income		9,449		14,661			9,013
Interest expense		692		357			156
Income before income taxes		8,757		14,304			8,857
Income taxes		3,409		5,566			3,430
Net income		5,348		8,738			5,427
Comprehensive income:
Minimum pension liability adjustment, net of taxes of $18 and 32, respectively		—		(30	)		(48	)
Total comprehensive income	$	5,348	$	8,708		$	5,379

See accompanying notes to financial statements.

F-61

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Statements of Cash Flows to Rolls-Royce Corportion

Years ended December 31, 2000, 2001 and 2002

(Dollars in thousands)

	2000			2001			2002
Cash flows from operating activities:
Net income	$	5,348		$	8,738		$	5,427
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		233			237			639
Deferred tax benefit		(29	)		(56	)		(12	)
Loss on disposal of machinery and equipment		19			150			—
Pension and other post-retirement benefit expense		261			272			300
Changes in operating assets and liabilities:
Accounts receivable and costs in excess of billings on uncompleted contracts		(663	)		2,392			1,821
Due from RRC		604			137			—
Inventories		316			(461	)		(1,330	)
Accounts payable		(1,441	)		(289	)		(1,171	)
Accrued payroll and related liabilities		22			331			(170	)
Accrued and other liabilities		28			85			(176	)
Net cash provided by operations		4,698			11,536			5,328
Cash flows from investing activities—
Purchases of machinery and equipment		(8	)		(527	)		(821	)
Net cash used in investing activities		(8	)		(527	)		(821	)
Net cash flows to Rolls-Royce Corporation	$	4,690		$	11,009		$	4,507
Non-cash investing and financing activities:
Machinery financed through capital leases	$	—		$	266		$	—

See accompanying notes to financial statements.

F-62

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

(1) Basis of Presentation

The accompanying financial statements have been prepared for the purpose of presenting the net assets of the Evansville Operations (Evansville or Company) of Rolls-Royce Corporation (RRC) at December 31, 2001 and 2002 and the results of its operations and its cash flows to RRC for each of the years in the three-year period ended December 31, 2002.

During the periods covered by the statements of operations and comprehensive income, Evansville’s business was conducted as an integral part of RRC’s overall operations. The financial statements include various allocated costs and expenses (see note 12) which are not necessarily indicative of the costs and expenses which would have resulted had Evansville been operated as a separate company. All of the allocations and estimates reflected in the financial statements are based on assumptions that management believes are reasonable.

(2) Organization and Business

Evansville is an operating unit of RRC. RRC is a wholly owned subsidiary of Rolls-Royce North America (USA) Holdings Co. (RRNA). RRC’s ultimate parent is Rolls-Royce plc (Rolls-Royce), a company organized under the laws of England and Wales.

The primary process undertaken by Evansville is the diffusion bonding of exotic alloy sheet metal using proprietary, patented Rolls-Royce technology. This process is used to develop and manufacture components for industrial land-based gas turbine and aerospace businesses. Evansville’s principal customers serve the commercial power generation equipment and the aviation markets. All customers are located in the United States of America.

(3) Summary of Significant Accounting Policies

(a) Revenue Recognition

Production revenues are recognized when product is shipped to the customer. Cost of sales is recognized based upon actual unit cost. Revenues attributable to fixed-price development contracts and cost-reimbursable contracts are accounted for under the percentage-of-completion (cost-to-cost) method of accounting, and include costs incurred plus a pro rata portion of estimated profits expected to be realized on the contracts.

(b) Net Assets

Evansville participates in the RRC cash management system and, accordingly, does not maintain separate cash balances or accounts. RRC’s net investment in Evansville, including cash flows to/from Evansville, is reported as net assets.

(c) Accounts Receivable

Accounts receivable are recorded at the invoiced amounts and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of probable credit losses in the Company’s

F-63

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

existing accounts receivable. The Company determines the allowance, if any, based on customer credit-worthiness, historical write-off experience and general economic trends. The Company does not have any off-balance-sheet credit exposure related to its customers.

Substantially all of the Company’s net revenue was from two customers during 2000 and 2001 and from one customer during 2002. These customers also accounted for substantially all of the outstanding accounts receivable at December 31, 2001 and 2002.

(d) Inventories

Inventories consist of raw materials and work in process and are stated at the lower of average cost or market. Inventoried costs include direct manufacturing and related overhead costs, but exclude general and administrative costs.

(e) Machinery and Equipment

Machinery and equipment are stated at cost less accumulated depreciation. The cost of machinery and equipment acquired under capital leases is based on lease payments less imputed interest. Maintenance costs and repairs that do not significantly improve or extend the life of the respective assets are charged to expense as incurred. Depreciation is generally provided using straight-line methods based on useful lives of 5 to 20 years.

The carrying value of machinery and equipment is assessed when factors indicating an impairment are present. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. If an impairment is present, an impairment loss is recognized and the assets are reported at recoverable fair value. No impairment loss was recognized in 2000, 2001 or 2002.

(f) Financial Instruments

Financial instruments that potentially subject Evansville to a credit risk consist primarily of trade accounts receivable. Evansville’s sales are to domestic commercial customers in the power generation and aviation industries. Evansville extends credit to these customers; therefore, the overall well being of these industries may affect collection of receivables.

(g) Income Taxes

Evansville’s income is included in the consolidated income tax returns of RRNA. Evansville provides for income taxes as if it were a stand-alone entity using the asset and liability method, whereby deferred tax assets and liabilities are recorded to recognize the future tax consequences of temporary differences between the tax bases of assets and liabilities and financial reporting amounts. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

F-64

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

(h) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about anticipated contract costs, retirement benefits, excess inventories and bad debts, which affects the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could significantly differ from those estimates.

(i) Impact of Recently Issued Accounting Standards

In June 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit of Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company does not believe the adoption of this statement will have a material impact on its financial statements.

On December 31, 2002, FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not believe the adoption of this statement will have a material impact on its financial statements.

In November 2002, FASB issued Financial Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“Interpretation 45”), which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. Interpretation 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees.

Interpretation 45 requires the guarantor to recognize a liability for the non-contingent component of the guarantee, which is the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements. The Company does not anticipate that the adoption of Interpretation 45 will have a material impact on its financial statements.

In January 2003, FASB issued Financial Interpretation 46, Consolidation of Variable Interest Entities (“Interpretation 46”), which addresses consolidation of certain variable interest entities and

F-65

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

is effective January 31, 2003. The Company does not anticipate that the adoption of Interpretation 46 will have a material impact on its financial statements.

(4) Accounts Receivable and Costs in Excess of Billings on Uncompleted Contracts

Accounts receivable and costs in excess of billings on uncompleted contracts consist of the following as of December 31:

	2001			2002
Billed	$	4,900		$	3,158
Costs in excess of billings on uncompleted contracts		143			—
Allowance for doubtful accounts		(64	)		—
Accounts receivable and costs in excess of billings on uncompleted contracts, net	$	4,979		$	3,158

(5) Inventories

Inventories consist of the following as of December 31:

	2001		2002
Raw materials	$	1,153	$	2,996
Work-in-process		4,042		3,529
	$	5,195	$	6,525

(6) Machinery and Equipment

Machinery and equipment consists of the following as of December 31:

	2001			2002
Machinery and equipment	$	3,780		$	4,600
Accumulated depreciation		(1,132	)		(1,770	)
Machinery and equipment, net	$	2,648		$	2,830

F-66

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

(7) Pension and Other Postretirement Benefits

Evansville employees participate in the pension and postretirement plans of RRC. Information about the costs, assets and liabilities of the plans allocated to Evansville follow:

(a) Pension Plan

RRC has a defined benefit pension plan covering substantially all employees represented by the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (UAW) including certain Evansville employees. Benefits are based on years of service as of retirement. RRC makes annual contributions of at least the minimum amount required by Federal regulation, but no more than the amount that can be deducted for Federal income tax purposes.

F-67

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

Information regarding Evansville’s benefit obligation under the plan is as follows as of and for the years ended December 31:

	2000			2001			2002
Change in benefit obligation:
Benefit obligation at beginning of year	$	229		$	311		$	433
Service cost		65			73			73
Interest cost		18			29			34
Actuarial (gain) loss		(1	)		20			31
Benefit obligation at end of year		311			433			571
Change in plan assets:
Fair value of plan assets at beginning of year		133			195			222
Actual loss on plan assets		(5	)		(8	)		(24	)
Employer contribution		67			35			75
Benefits paid		—			—			—
Fair value of plan assets at end of year		195			222			273
Funded status as of December 31		(116	)		(211	)		(298	)
Unrecognized prior service cost		57			52			48
Unrecognized net actuarial loss		—			49			128
Net amount recognized	$	(59	)	$	(110	)	$	(122	)
Amounts recognized in the statement of net assets consist of:
Intangible asset	$	57		$	52		$	48
Accrued benefit liability		(116	)		(211	)		(299	)
Net assets		—			49			129
Net amount recognized	$	(59	)	$	(110	)	$	(122	)
Weighted average assumptions:
Discount rate		7.50	%		7.25	%		6.75	%
Expected return on plan assets		9.50	%		9.50	%		9.50	%
Components of net periodic benefit cost:
Service cost	$	65		$	73		$	73
Interest cost		18			28			34
Expected return on plan assets		(16	)		(20	)		(24	)
Recognized actuarial loss		(1	)		—			—
Amortization of prior service cost		5			5			5
Net periodic benefit cost	$	71		$	86		$	88

F-68

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

(b) Multiple-Employer Retirement Plan

Beginning in 2000, RRC contributes to a multiple-employer retirement plan for eligible salaried employees. Information regarding Evansville’s benefit obligation under this salaried plan is as follows as of and for the years ended December 31:

	2000			2001			2002
Change in benefit obligation:
Benefit obligation at beginning of year	$	—		$	43		$	93
Service cost		36			44			37
Interest cost		3			7			9
Actuarial (gain) loss		4			(1	)		(12	)
Benefit obligation at end of year		43			93			127
Change in plan assets:
Fair value of plan assets at beginning of year		—			—			72
Actual loss on plan assets		—			(3	)		(9	)
Employer contribution		—			75			27
Benefits paid		—			—			—
Fair value of plan assets at end of year		—			72			90
Funded status as of December 31		(43	)		(21	)		(37	)
Unrecognized net actuarial loss		4			10			16
Net amount recognized	$	(39	)	$	(11	)	$	(21	)
Amounts recognized in the statement of net assets consist of—accrued benefit liability	$	(39	)	$	(11	)	$	(21	)
Weighted average assumptions:
Discount rate		7.50	%		7.25	%		6.75	%
Expected return on plan assets		10.00	%		10.00	%		9.50	%
Components of net periodic benefit cost:
Service cost	$	36		$	44		$	37
Interest cost		3			7			8
Expected return on plan assets		—			(4	)		(8	)
Net periodic benefit cost	$	39		$	47		$	37

(c) Defined Contribution Retirement Plans

RRC maintains a money purchase pension plan for eligible employees not covered by the pension plan for UAW employees. The Company contributes annually between 0.81% and 7.56% of the participant’s salary based on the participant’s age. Evansville’s expense associated with this plan was $5, $5 and $9 in 2000, 2001 and 2002, respectively.

F-69

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

Eligible hourly and salaried employees participate in separate defined contribution Internal Revenue Code Section 401(k) plans. The hourly plan is sponsored by RRC and the salaried plan is sponsored by RRNA. RRC does not match the hourly employees’ contributions. RRC matches 100% of the salaried employees’ contributions, up to 5% of compensation. Plan expense for these Evansville employees was $58, $54 and $51 in 2000, 2001 and 2002, respectively.

(d) Other Postretirement Obligations

Substantially all employees meeting certain age and service requirements will also receive certain RRC-funded health and life insurance benefits subsequent to retirement. The projected future cost of providing postretirement benefits is recognized as expense when employees render service. Generally, the postretirement medical plan will pay a stated percentage of eligible health care costs, reduced by deductibles and other coverages. The health plan is unfunded and life insurance benefits are provided through insurance contracts. RRC retains the right, subject to existing agreements, to change or eliminate these benefits.

Information regarding the accumulated postretirement health and life insurance benefit obligation for Evansville is as follows as of and for the years ended December 31:

	2000			2001			2002
Change in benefit obligation:
Benefit obligation at beginning of year	$	437		$	681		$	919
Service cost		163			146			177
Interest cost		47			62			85
Plan amendments		(6	)		—			—
Actuarial loss		40			30			330
Benefit obligation at end of year		681			919			1,511
Unrecognized prior service cost		6			5			5
Unrecognized net loss		(64	)		(94	)		(423	)
Accrued benefit cost	$	623		$	830		$	1,093
Components of net periodic benefit cost:
Service cost	$	163		$	146		$	178
Interest cost		47			62			86
Amortization of unrecognized net loss		(1	)		(1	)		(1	)
Net periodic benefit cost	$	209		$	207		$	263

The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 7.50%, 7.25% and 6.75% at December 31, 2000, 2001 and 2002, respectively.

The benefit obligation and benefit cost assume a 10% annual rate of increase in the per capita cost of health care benefits, declining gradually to 5% by the year 2010 and thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the

F-70

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

accumulated postretirement benefit obligation as of December 31, 2002 by $257 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost would increase for the year ended December 31, 2002 by $52. Decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation as of December 31, 2002 by $205 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost would decrease for the year ended December 31, 2002 by $41.

Substantially all employees meeting certain service requirements will also receive RRC-funded long-term and short-term disability benefits. The projected future cost of providing disability benefits is recognized as expense when employees render service. Generally, the short-term disability benefits provide for 13 weeks at 100% of pay for all employees and the long-term disability benefits provide a monthly benefit of up to 60% of pay until age 65 for all employees with a least one year of service (reduced by Social Security disability payments and Workers’ Compensation payments).

Information regarding the accumulated disability benefit obligation is as follows as of and for the years ended December 31:

	2000			2001			2002
Benefit obligation	$	32		$	43		$	58
Fair value of plan assets		—			—			—
Funded status	$	32		$	43		$	58
Accrued benefit cost	$	32		$	43		$	58
Assumed discount rate		7.50	%		7.25	%		6.75	%
Benefit cost	$	10		$	11		$	15
Benefits paid		—			—			—

(8) Incentive Compensation Plans

All salaried employees participate in an incentive compensation plan under which they earn additional compensation upon achievement by RRC and/or Rolls-Royce of certain levels of operating profit, average daily cash flow, and defined nonfinancial RRC objectives. In 2000, 2001 and 2002, $23, $116 and $117, respectively, of incentive compensation was earned by Evansville employees under the plan.

(9) Profit Sharing Plan

In accordance with the agreements among RRC, General Motors, and the UAW, RRC has adopted a profit sharing plan covering UAW hourly employees. The amount to be distributed to eligible participants is based on a formula allocation of Total Profit Share, as defined. Total Profit Share ranges from 6% to 17% of RRC profits based on varying levels of sales and profit. Profit, as defined under the plan, excludes the effects of extraordinary items, income taxes, profit sharing expense, and incentive compensation expense.

F-71

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

Evansville’s allocated share of the related expense was $22, $128 and $119 in 2000, 2001 and 2002, respectively.

(10) Income Taxes

Total income taxes were allocated as follows for the years ended December 31:

	2000		2001			2002
Statement of operations	$	3,409	$	5,566		$	3,430
Comprehensive loss—minimum pension liability adjustment		—		(18	)		(32	)
	$	3,409	$	5,548		$	3,398

The components of income taxes from operations are as follows for the years ended December 31:

	2000			2001			2002
Current:
Federal	$	3,093		$	5,058		$	2,911
State		345			564			531
		3,438			5,622			3,442
Deferred:
Federal		(26	)		(50	)		(10	)
State		(3	)		(6	)		(2	)
		(29	)		(56	)		(12	)
Total income tax expense	$	3,409		$	5,566		$	3,430

Actual income taxes differ from the amount of income taxes determined by applying the U.S. statutory Federal income tax rate to income before income taxes as a result of the following differences for the years ended December 31:

	2000		2001		2002
Expected Federal tax expense at the statutory rate of 35%	$	3,065	$	5,006	$	3,100
State income tax, net of Federal tax effect		226		368		344
Other, net		118		192		(14	)
Income tax expense	$	3,409	$	5,566	$	3,430

F-72

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

Deferred tax assets and liabilities reflect the tax impact of temporary differences at combined Federal and state statutory rates. The components of deferred income taxes at December 31 are as follows:

	2001			2002
Deferred tax assets:
Allowance for doubtful accounts receivable	$	25		$	—
Pension and postretirement liabilities		425			553
Other liabilities		17			19
Deferred tax assets		467			572
Deferred tax liabilities:
Machinery and equipment, principally due to differences in depreciation		477			538
Deferred tax liabilities		477			538
Net deferred tax assets (liabilities)		(10	)		34
Less current portion		25			—
Noncurrent portion	$	(35	)	$	34

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which temporary differences are expected to reverse, management believes it is more likely than not Evansville will realize the benefits of these deductible expenses.

(11) Commitments and Contingencies

(a) Leases

Evansville has various noncancelable operating leases primarily associated with its production facility and equipment. Rent expense for all noncancelable operating leases was $841, $868 and $504 for the years ended December 31, 2000, 2001 and 2002, respectively. Future minimum lease payments for such leases are as follows:

	Operating leases
2003	$	505
2004		257
	$	762

F-73

EVANSVILLE OPERATIONS OF

ROLLS-ROYCE CORPORATION

Notes to Financial Statements (continued)

December 31, 2000, 2001 and 2002

(Dollars in thousands)

(b) Litigation

There are various investigations and claims pending against Evansville arising in the normal course of business including claims of discrimination brought by two employees. The total liability for these matters at December 31, 2002, if any, cannot be determined. RRC believes it has meritorious defenses with respect to all claims, and intends to defend its actions aggressively. Based on information currently available, RRC believes the ultimate disposition of these matters will not materially affect the financial position or results of operations of Evansville.

(12) Affiliate Transactions

(a) General, administrative, and other costs are allocated to Evansville based on the nature of the services being provided. RRC allocates costs using various bases such as relative investment, number of employees and related payroll costs, and direct effort expended. Management of RRC believes the allocations are reasonable, but they are not necessarily indicative of the costs that would have been incurred had Evansville been operated as a stand-alone company. Such amounts and classifications in the statements of operations for the years ended December 31 were:

	2000		2001		2002
Cost of goods sold:
Allocated bonus expense	$	45	$	245	$	263
Employee defined benefit plans expense		318		327		403
Interest expense		692		357		156
Selling, general and administrative expense		1,318		1,323		1,267

(b) Sales to RRC were $137 and $5 in 2000 and 2001, respectively. No amounts were due from RRC related to such sales at December 31, 2001 or 2002.

F-74

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company’s Bylaws provide for indemnification of the Company’s officers and directors to the fullest extent permitted under Delaware law. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any persons, including officers and directors, who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The directors and officers of the Company are insured against certain liabilities under the registrant’s directors’ and officers’ liability insurance.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

The following exhibits are filed herewith unless otherwise indicated:

3.1	Amended and Restated Certificate of Incorporation, as amended, of FastenTech, Inc.*
3.2	Bylaws of FastenTech, Inc.*
3.3	Certificate of Incorporation of Integrated Energy Technologies, Inc.
3.4	Bylaws of Integrated Energy Technologies, Inc.
3.5	Restated Articles of Incorporation of FabriSteel Products Incorporated.
3.6	Amended and Restated Bylaws of FabriSteel Products Incorporated.
3.7	Amended and Restated Certificate of Incorporation of Nelson Stud Welding, Inc.
3.8	Bylaws of Nelson Stud Welding, Inc.
3.9	Certificate of Incorporation of Nelson Stud Welding International, Inc.
3.10	Bylaws of Nelson Stud Welding International, Inc.
3.11	Restated Certificate of Incorporation of Profile Steel and Wire, Incorporated.
3.12	By-laws of Profile Steel and Wire, Incorporated.
3.13	Certificate of Incorporation of Progressive Stamping Co. (DE), Inc.
3.14	Bylaws of Progressive Stamping Co. (DE), Inc.
3.15	Amended and Restated Articles of Incorporation of Specialty Bar Products Company.
3.16	Bylaws of Specialty Bar Products Company.
3.17	Certificate of Amended and Restated Articles of Incorporation of the Ferry Cap & Set Screw Company.
3.18	Code of Regulations of the Ferry Cap & Set Screw Company.
4.1	Indenture dated as of May 1, 2003 governing 11 1/2% Senior Subordinated Notes Due 2011 among the Company, certain of the Company’s subsidiaries signatories thereto and BNY Midwest Trust Company as trustee.*
4.2	Form of 11 1/2% Senior Subordinated Notes Due 2011.*
4.3	Registration Rights Agreement, dated May 1, 2003, by and among the Company, the Guarantors Named Therein, J.P. Morgan Securities Inc., Lehman Brothers, Inc., and NatCity Investments, Inc.*
5.1	Opinion of Dechert LLP.*
5.2	Opinion of Bowen, Radabaugh, Milton &Brown, P.C.
5.3	Opinion of Dinsmore & Shohl LLP.
10.1	Securities Purchase And Holders Agreement (the “Securities Purchase and Holders Agreement”), dated March 17, 2000, by and among FastenTech, Inc. (f/k/a Fabristeel Holdings, Inc.) (the “Company”), Citicorp Venture Capital, Ltd., the individuals and trusts listed as “Continuing Investors” on Schedule I thereto, the individuals listed as “Management Investors” on Schedule II thereto and certain other Management Investors who are offered the opportunity to join in the Securities Purchase and Holders Agreement by the Company and who execute a joinder to the Securities Purchase and Holders Agreement substantially in the form of Exhibit A-1 thereto and the individuals and trusts listed as “Other Investors” on Schedule III thereto.*

II-1

10.2	Registration Rights Agreement for Common Stock (the “2000 Registration Rights Agreement”) dated as of March 17, 2000, by and among FastenTech, Inc. (f/k/a Fabristeel Holdings, Inc.), Citicorp Venture Capital, Ltd., the individuals listed as “Continuing Investors” on Schedule A thereto, the individuals listed as “Management Investors” on Schedule A thereto and the individuals who join in the Securities Purchase and Holders Agreement (attached hereto as Exhibit 10.1) and the 2000 Registration Rights Agreement as Management Investors and the individuals and other entities listed as “Other Investors” on Schedule A thereto.*
10.3	Fastentech, Inc. 2001 Stock Incentive Plan.*
10.4	Employment Agreement between FabriSteel Holdings Inc. and Ronald B. Kalich dated as of October 1, 2000.*
10.5	Credit Agreement dated as of May 1, 2003 among Fastentech, Inc., the Lenders and LC Issuing Banks party thereto, JPMorgan Chase Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, National City Bank, as Documentation Agent, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as Joint Lead Arrangers and Bookrunners.*
10.6	Asset Purchase Agreement, dated as of February 2, 2003, between Rolls-Royce Corporation and FastenTech, Inc.
10.7	Advisory Agreement, dated May 1, 2003, by and among FastenTech, Inc, and the subsidiaries of FastenTech, Inc., and Citicorp Venture Capital Ltd.
12.1	Computation of Ratio of Earnings to Fixed Charges.*
21.1	Subsidiaries of FastenTech, Inc.*
23.1	Consent of Ernst & Young LLP.
23.2	Consent of KPMG LLP.
23.3	Consent of Dechert LLP (included in Exhibit 5.1).*
23.4	Consent of Bowen, Radabaugh, Milton & Brown, P.C. (included in Exhibit 5.2).
23.5	Consent of Dinsmore & Shohl LLP (included in Exhibit 5.3).
24.1	Powers of Attorney.*
25.1	Statement of Eligibility and Qualification of BNY Midwest Trust Company on Form T-1.*
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Letter to Holders of 11 1/2% Senior Subordinated Notes Due 2011 Concerning Offer For All Outstanding 11 1/2% Senior Subordinated Notes Due 2011 in Exchange for 11 1/2% Senior Subordinated Notes Due 2011 of Fastentech, Inc. Which Have Been Registered Under the Securities Act of 1933, as amended.*
99.4	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Concerning Offer For All Outstanding 11 1/2% Senior Subordinated Notes Due 2011 in Exchange for 11 1/2% Senior Subordinated Notes Due 2011 of FastenTech, Inc. Which Have Been Registered Under the Securities Act of 1933, as amended.*
99.5	Letter to Clients Concerning Offer For All Outstanding 11 1/2% Senior Subordinated Notes Due 2011 in Exchange for 11 1/2% Senior Subordinated Notes Due 2011 of FastenTech, Inc. Which Have Been Registered Under the Securities Act of 1933, as amended.*
99.6	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

* Previously filed

II-2

(b) Financial Statement Schedules:

FastenTech, Inc.

Schedule II: Valuation and Qualifying Accounts

(In Thousands)

	For the Year Ended September 30, 2002			For the Nine Months Ended June 30, 2003
Allowance for Doubtful Accounts
Balance, at beginning of year	$	1,419		$	1,275
Additions charged to income		56			656
Write-offs, net of recoveries		(200	)		(359	)
Balance, at end of period	$	1,275		$	1,572
Inventory Obsolescence Reserve
Balance, at beginning of year	$	2,149		$	2,678
Additions charged to income		821			740
Other additions (1)		—			1,055
Write-offs, net of recoveries		(292	)		(742	)
Balance, at end of period	$	2,678		$	3,731

(1) Inventory reserves assumed and established in conjunction with the acquisition of the Evansville Operations of Rolls-Royce Corporation.

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrants hereby undertake:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

II-3

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrants hereby undertake to supply by means of a post effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(f) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

FASTENTECH, INC.
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RONALD B. KALICH         Ronald B. Kalich	President, Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)	October 8, 2003
* Richard J. Puricelli	Chairman and Director	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003
* Sallie S. Snyder	Director	October 8, 2003

A majority of the Board of Directors

*By:               /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

FABRISTEEL PRODUCTS INCORPORATED
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Richard P. Ward	President (Principal Executive Officer)	October 8, 2003
/s/    RONALD B. KALICH         Ronald B. Kalich	Executive Vice President and Director (Principal Financial and Accounting Officer)	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

INTEGRATED ENERGY TECHNOLOGIES, INC.
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael V. Lampert	President and Director (Principal Executive Officer)	October 8, 2003
/s/    RONALD B. KALICH         Ronald B. Kalich	Executive Vice President, Chairman and Director (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

NELSON STUD WELDING, INC.
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Kenneth R. Caratelli	President (Principal Executive Officer)	October 8, 2003
/s/    RONALD B. KALICH         Ronald B. Kalich	Vice President, Chairman and Director (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003
* Jeffrey W. Tott	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

NELSON STUD WELDING INTERNATIONAL, INC.
By:	/s/    RONALD B. KALICH
Name: Title:	Ronald B. Kalich President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RONALD B. KALICH         Ronald B. Kalich	President and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

PROFILE STEEL AND WIRE, INCORPORATED
By:	/s/    RONALD B. KALICH
Name: Title:	Ronald B. Kalich President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RONALD B. KALICH         Ronald B. Kalich	President and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)	October 8, 2003
* Richard J. Puricelli	Director	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

PROGRESSIVE STAMPING CO. (DE), INC.
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Richard P. Ward	President (Principal Executive Officer)	October 8, 2003
/s/    RONALD B. KALICH         Ronald B. Kalich	Vice President, Chairman and Director (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

SPECIALTY BAR PRODUCTS COMPANY
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian K. Murray	President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)	October 8, 2003
/s/    RONALD B. KALICH         Ronald B. Kalich	Executive Vice President, Chairman and Director (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003
* Jeffrey W. Tott	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on October 8, 2003.

THE FERRY CAP & SET SCREW COMPANY
By:	/s/    RONALD B. KALICH
Name:	Ronald B. Kalich
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RONALD B. KALICH         Ronald B. Kalich	President, Chairman and Director (Principal Executive Officer)	October 8, 2003
* Gerald O. Mullin	Secretary and Treasurer (Principal Financial and Accounting Officer)	October 8, 2003
* Charles E. Corpening	Director	October 8, 2003
* Jeffrey W. Tott	Director	October 8, 2003

A majority of the Board of Directors

*By: /s/    RONALD B. KALICH Ronald B. Kalich Attorney-in-fact October 8, 2003

II-13

EX-3.3

                                                                     EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                      INTEGRATED ENERGY TECHNOLOGIES, INC.

          1. Name. The name of the Corporation is Integrated Energy
Technologies, Inc.

          2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is The Corporation Trust Company.

          3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all of
the powers and privileges granted by such law and any other law of Delaware.

          4. Authorized Capital. The aggregate number of shares of stock which
the Corporation shall have authority to issue is One Hundred (100) shares, all
of which are of one class and are designated as Common Stock and each of which
has a par value of One Cent ($0.01).

          5. Incorporator. The name and mailing address of the incorporator are
Marian T. Ryan, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.

          6. Bylaws. The board of directors of the Corporation is authorized to
adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.

          7. Elections of Directors. Elections of directors need not be by
written ballot unless the bylaws of the Corporation shall so provide.

          8. Right to Amend. The Corporation reserves the right to amend any
provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.

          9. Limitation on Liability. The directors of the Corporation shall be
entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the



generality of the foregoing, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Section 9 shall be
prospective only, and shall not affect, to the detriment of any director, any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

Dated: February 21, 2003


                                           -------------------------------------
                                           Marian T. Ryan, Incorporator

                                      -2-

EX-3.4

                                                                     EXHIBIT 3.4

                                     BYLAWS

                                       OF

                      INTEGRATED ENERGY TECHNOLOGIES, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

1.1 Meetings.

     1.1.1 Place. Meetings of the stockholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.

     1.1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the president, or the board of directors, or the holders of a
majority of the outstanding shares of stock of the Company entitled to vote at
the meeting.

     1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such
matter.

     1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.



                                   ARTICLE II

                                    DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.

2.2 Meetings.

     2.2.1 Place. Meetings of the board of directors shall be held at such place
as may be designated by the board or in the notice of the meeting.

     2.2.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such times as the board may designate. Notice of regular meetings need
not be given.

     2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile
transmission.

     2.2.4 Quorum. A majority of all the directors in office shall constitute a
quorum for the transaction of business at any meeting.

     2.2.5 Voting. Except as otherwise provided herein, in the certificate of
incorporation or by law, the vote of a majority of the directors present at any
meeting at which a quorum is present shall constitute the act of the board of
directors.

     2.2.6 Committees. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. Unless otherwise provided herein, in the absence
or disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of the full board
of directors to the extent provided in the resolution of the board directing the
committee.

                                       -2-


                                   ARTICLE III

                                    OFFICERS

3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority,
perform such duties and serve for such compensation as may be determined by
resolution of the board of directors. Except as otherwise provided by board
resolution, (i) the president shall have general supervision over the business
and operations of the Company and may perform any act and execute any instrument
for the conduct of such business and operations, (ii) the other officers shall
have the duties customarily related to their respective offices, (iii) any vice
president, or vice presidents in the order determined by the board, shall in the
absence of the president have the authority and perform the duties of the
president, and (iv) the chairman shall preside at all meetings of the board and
stockholders.

                                   ARTICLE IV

                                 INDEMNIFICATION

4.1 Right to Indemnification. The Company shall indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of the Company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the Company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of the Company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.

4.2 Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of the
final disposition of such proceeding subject to the provisions of any applicable
statute.

4.3 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority

                                       -3-



vote of a quorum consisting of directors not parties to such proceeding may, and
on request of any person seeking indemnification or advance of expenses shall be
required to, determine in each case whether the applicable standards in any
applicable statute have been met, or such determination shall be made by
independent legal counsel if such quorum is not obtainable, or, even if
obtainable, a majority vote of a quorum of disinterested directors so directs,
provided that, if there has been a change in control of the Company between the
time of the action or failure to act giving rise to the claim for
indemnification or advance of expenses and the time such claim is made, at the
option of the person seeking indemnification or advance of expenses, the
permissibility of indemnification or advance of expenses shall be determined by
independent legal counsel. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and expenses of
any special legal counsel engaged to determine permissibility of indemnification
or advance of expenses, shall be borne by the Company.

4.4 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and
advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute,
provision of the Certificate of Incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall inure to the benefit of the heirs, executors and
administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the
power to (i) authorize the Company to purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to the
extent that power to do so has not been prohibited by statute, (ii) create any
fund of any nature, whether or not under the control of a trustee, or otherwise
secure any of its indemnification obligations, and (iii) give other
indemnification to the extent permitted by statute.

                                       -4-


                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                   ARTICLE VI

                                   AMENDMENTS

     These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.

                                       -5-

EX-3.5

                                                                     EXHIBIT 3.5

                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                        FABRI-STEEL PRODUCTS INCORPORATED

          Pursuant to the provisions of Section 642 of Act 284, Public Acts of
1972, as amended (the "Act"), the undersigned corporation executes the following
Restated Articles of Incorporation:

          1. The present name of the Corporation is: Fabri-Steel Products
Incorporated.

          2. The identification number assigned by the Michigan Department of
Consumer and Industry Services, Corporation, Securities and Land Development
Bureau is 172-136.

          3. All former names of the Corporation are: None.

          4. The date of filing of the original Articles of Incorporation was:
June 10, 1954.

          The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of Incorporation
for the corporation:

          ARTICLE I. Name. The name of the Corporation is Fabri-Steel Products
Incorporated.

          ARTICLE II. Registered Office and Agent. The street and mailing
address of the Corporation's registered office in the State of Michigan is 22900
West Eight Mile Road, in the City of Southfield, County of Oakland 48034-4395.
The name of the Corporation's resident agent at such address is Rex A. Ogg.

          ARTICLE III. Purpose. The purposes for which the Corporation is formed
are to engage in any lawful act or activity within the purposes for which
corporations may be formed under the Act and to possess and exercise all of the
powers and privileges granted by such law and any other law of Michigan.



          ARTICLE IV. Authorized Capital. The aggregate number of shares of
stock which the Corporation shall have authority to issue is 10,000,000 shares,
divided into three (3) classes consisting of 5,000,000 shares of Preferred
Stock, par value $.01 per share ("Preferred Stock"); 2,500,000 shares of Class A
Common Stock, par value $.01 per share ("Class A Common Stock"); and 2,500,000
shares of Class B Common Stock, par value $.01 per share ("Class B Common
Stock"). Class A Common Stock and Class B Common Stock are hereinafter sometimes
collectively referred to as "Common Stock." Each share of common stock, par
value $10 per share, of the Corporation outstanding immediately prior to the
date hereof (collectively, the "Existing Common Stock") is hereby automatically
reclassified and converted into one share of Class A Common Stock. Upon receipt
of a share certificate representing any shares of Existing Common Stock, the
secretary of the Corporation shall cancel such certificate and issue to the
stockholder in whose name such certificate appears a certificate representing
the same number of shares of Class A Common Stock.

          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

          A.   PREFERRED STOCK

               1. Issue in Series. Preferred Stock may be issued from time to
               time in one or more series, each such series to have the terms
               stated herein or in the resolution of the Board of Directors of
               the Corporation providing for its issue. All shares of any one
               series of Preferred Stock will be identical, but shares of
               different series of Preferred Stock need not be identical or rank
               equally except insofar as provided by law or herein.

               2. Creation of Series. In addition to the Senior Preferred Stock
               and Junior Preferred Stock provided for herein, the Board of
               Directors will have authority by resolution to cause to be
               created one or more series of Preferred Stock, and to determine
               and fix with respect to each series prior to the issuance of any
               shares of the series to which such resolution relates:

                    a. The distinctive designation of the series and the number
                    of shares which will constitute the series, which number may
                    be increased or decreased (but not below the number of
                    shares then outstanding) from time to time by action of the
                    Board of Directors;

                    b. The dividend rate and the times of payment of dividends
                    on the shares of the series, whether dividends will be
                    cumulative, and if so, from what date or dates;

                    c. The price or prices at which, and the terms and
                    conditions on which, the shares of the series may be
                    redeemed at the option of the Corporation;

                    d. Whether or not the shares of the series will be entitled
                    to the benefit of a retirement or sinking fund to be applied
                    to the



                    purchase or redemption of such shares and, if so entitled,
                    the amount of such fund and the terms and provisions
                    relative to the operation thereof;

                    e. Whether or not the shares of the series will be
                    convertible into, or exchangeable for, any other shares of
                    stock of the Corporation or other securities, and if so
                    convertible or exchangeable, the conversion price or prices,
                    or the rates of exchange, and any adjustments thereof, at
                    which such conversion or exchange may be made, and any other
                    terms and conditions of such conversion or exchange;

                    f. The rights of the shares of the series in the event of
                    voluntary or involuntary liquidation, dissolution or winding
                    up of the Corporation, provided, however, that no such
                    series shall be senior to the Senior Preferred Stock with
                    respect to dividends or distributions or upon the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation; provided, further, that until
                    March    , 1999, the Board of Directors of the Corporation
                          ---
                    shall have the authority by resolution to cause to be
                    created additional series of Preferred Stock that are senior
                    to the Senior Preferred Stock with respect to the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation so long as such additional
                    series of Preferred Stock is not senior to the Senior
                    Preferred Stock after March    , 1999;
                                                ---

                    g. Whether or not the shares of the series will have
                    priority over or be on a parity with or be junior to the
                    shares of any other series or class in any respect or will
                    be entitled to the benefit of limitations restricting the
                    issuance of shares of any other series or class having
                    priority over or being on a parity with the shares of such
                    series in any respect, or restricting the payment of
                    dividends on or the making of other distributions in respect
                    of shares of any other series or class ranking junior to the
                    shares of the series as to dividends or assets, or
                    restricting the purchase or redemption of the shares of any
                    such junior series or class, and the terms of any such
                    restriction provided, however, that no such series shall be
                    senior to the Senior Preferred Stock with respect to
                    dividends or distributions or upon the liquidation,
                    distribution of assets, dissolution or winding-up of the
                    Corporation; provided, further, that until March    , 1999,
                                                                     ---
                    the Board of Directors of the Corporation shall have the
                    authority by resolution to cause to be created additional
                    series of Preferred Stock that are senior to the Senior
                    Preferred Stock with respect to the liquidation,
                    distribution of assets, dissolution or winding-up of the
                    Corporation so long as such additional series of Preferred
                    Stock is not senior to the Senior Preferred Stock after
                    March    , 1999;
                          ---


                    h. Whether the series will have voting rights, in addition
                    to any voting rights provided by law, and, if so, the terms
                    of such voting rights; and

                    i. Any other preferences, qualifications, privileges,
                    options and other relative or special rights and limitations
                    of that series.

               3. Dividends. Holders of Preferred Stock shall be entitled to
               receive, when and as declared by the Board of Directors, out of
               funds legally available for the payment thereof, dividends at the
               rates fixed herein for the Senior Preferred Stock and the Junior
               Preferred Stock and by the Board of Directors for any other
               series, and no more, before any dividends shall be declared and
               paid, or set apart for payment, on Common Stock with respect to
               the same dividend period.

               4. Preference on Liquidation. In the event of the voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation, holders of each series of Preferred Stock will be
               entitled to receive the amount fixed for such series plus, in the
               case of Senior Preferred Stock, Junior Preferred Stock or any
               other series on which dividends will have been determined by the
               Board of Directors to be cumulative, an amount equal to all
               dividends accumulated and unpaid thereon to the date of final
               distribution whether or not earned or declared before any
               distribution shall be paid, or set aside for payment, to holders
               of Common Stock. If the assets of the Corporation are not
               sufficient to pay such amounts in full, holders of all shares of
               Preferred Stock will participate in the distribution of assets
               ratably in proportion to the full amounts to which they are
               entitled or in such order or priority, if any, as will have been
               fixed in the resolution or resolutions providing for the issue of
               the series of Preferred Stock. Neither the merger nor
               consolidation of the Corporation into or with any other
               corporation or entity, nor a sale, transfer or lease of all or
               part of its assets, will be deemed a liquidation, dissolution or
               winding up of the Corporation within the meaning of this
               paragraph except to the extent specifically provided for herein.

               5. Redemption. The Corporation, at the option of the Board of
               Directors, may redeem all or part of the shares of any series of
               Preferred Stock on the terms and conditions fixed in these
               Articles for the Senior Preferred Stock and the Junior Preferred
               Stock and by the Board of Directors for any other series.

               6. Voting Rights. Except as otherwise required by law, as
               otherwise provided herein or as otherwise determined by the Board
               of Directors as to the shares of any series of Preferred Stock
               prior to the issuance of any such shares, the holders of
               Preferred Stock shall have no voting rights and shall not be
               entitled to any notice of meeting of stockholders.



          B.   SENIOR PREFERRED STOCK

               1. Designation, Number of Shares. The first series of Preferred
               Stock shall be designated as the 8% Series A Cumulative Senior
               Preferred Stock ("Senior Preferred Stock"), and the number of
               shares which shall constitute such series shall be 910,000. The
               par value of the Senior Preferred Stock shall be $.01 per share.

               2. Accrual and Payment of Dividends

                    a. The holders of Senior Preferred Stock shall be entitled
                    to receive, when, as and if declared by the Board of
                    Directors out of funds of the Corporation legally available
                    therefor, cumulative cash dividends at the rate of $0.80
                    plus the "Spread" then in effect (as defined herein) per
                    share per annum. The Spread shall initially be zero (0). In
                    the event that an Initial Public Offering (as hereinafter
                    defined) occurs and the Company does not offer to repurchase
                    100% of the issued and outstanding Senior Preferred Stock
                    prior to or within ten (10) days after the Initial Public
                    Offering (with the closing date set forth in such offer to
                    repurchase within thirty (30) days of the Initial Public
                    Offering) at a cash price equal to $10 per share, plus
                    accrued and unpaid dividends to the date of repurchase, and
                    then purchase all shares tendered in accordance with the
                    terms of such offer (an "IPO Event"), the Spread shall equal
                    $0.025 per annum per share on the first day of the Quarterly
                    Period (as hereinafter defined) after such IPO Event occurs
                    and the Spread shall thereafter increase by an additional
                    $0.025 per annum per share on the first day of each
                    subsequent Quarterly Period; and (ii) in the event that a
                    High Yield Offering (as hereinafter defined) occurs and the
                    Company does not offer to repurchase at least 50% of the
                    issued and outstanding Senior Preferred Stock prior to or
                    within ten (10) days after the High Yield Offering (with the
                    closing date set forth in such offer to repurchase within
                    thirty (30) days of the High Yield Offering) at a cash price
                    equal to $10 per share, plus accrued and unpaid dividends to
                    the date of repurchase, and then purchase all shares
                    tendered in accordance with the terms of such offer (a "High
                    Yield Event"), the Spread shall equal $0.025 per annum per
                    share on the first day of the Quarterly Period after such
                    High Yield Event occurs and thereafter the Spread shall
                    increase by an additional $0.025 per share per annum on the
                    first day of each subsequent Quarterly Period; provided,
                    however, that in no event shall the Spread increase by more
                    than $0.025 per share per annum in any single Quarterly
                    Period; provided, further, that the dividend rate shall not
                    at any time exceed $1.20 per share per annum. Subject to
                    compliance with applicable law and subject to compliance
                    with



                    any agreement between the Company and any unaffiliated third
                    party which limits the Company's payment of dividends, the
                    Company shall pay cash dividends (including Additional
                    Dividends (as that term is defined in Article IV.B(2)(b)
                    hereof) which shall be paid in cash) to the holders of
                    Senior Preferred Stock beginning March 1, 2001.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 1, 1999 and thereafter on the
                    first day of March (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend payment payable on March 1, 1999
                    shall be calculated from the date of original issuance
                    through March 1, 1999. Each such dividend on Senior
                    Preferred Stock when paid shall be payable to holders of
                    record as they appear on the stock books of the Corporation
                    on the date established by the Board of Directors of the
                    Corporation as the record date for the payment of such
                    dividend (which record date shall not precede the date upon
                    which the resolution fixing such record date is adopted and
                    which record date shall be not more than sixty days prior to
                    such action). If no record date is fixed, the record date
                    for determining holders for such purpose shall be at the
                    close of business on the date on which the Board of
                    Directors adopts the resolution relating to such dividend
                    payment. Dividends with respect to any shares of Senior
                    Preferred Stock shall accrue (whether or not earned or
                    declared) from the date of issue of such shares.

                    b. Such dividends on the Senior Preferred Stock shall be
                    cumulative, whether or not earned or declared, so that if at
                    any time full cumulative dividends at the rate aforesaid on
                    all shares of Senior Preferred Stock then outstanding to the
                    end of the annual dividend period next preceding such time
                    shall not have been paid, the amount of the deficiency shall
                    be paid before any sum shall be set aside for or applied by
                    the Corporation to the purchase, redemption or other
                    acquisition for value of any shares of Junior Stock (either
                    pursuant to any applicable sinking fund requirement or
                    otherwise) or any dividend or other distribution shall be
                    paid or declared and set apart for payment on any Junior
                    Stock (other than a dividend payable in Junior Stock)
                    provided, however, that the foregoing shall not prohibit the
                    Corporation from repurchasing shares of Junior Stock from a
                    former employee of the Corporation (or a subsidiary of the
                    Corporation) where such repurchase arises from the
                    Corporation's option to repurchase such shares upon
                    termination of such employee's employment with the
                    Corporation (or a subsidiary) pursuant to a written
                    agreement between the Corporation and such employee. Accrued
                    dividends on the Senior


                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the then
                    applicable dividend rate.

                    c. When dividends are not paid in full upon the Senior
                    Preferred Stock, all dividends paid upon shares of Senior
                    Preferred Stock shall be paid pro rata so that in all cases
                    the amount of dividends paid per share on the Senior
                    Preferred Stock shall bear the same ratio that accrued
                    dividends per share on the shares of Senior Preferred Stock
                    bear to each other.

                    d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3. Preference on Liquidation

                    a. In the event that the Corporation shall be liquidated,
                    dissolved or wound up, whether voluntarily or involuntarily,
                    after March   , 1999, after all creditors of the Corporation
                                --
                    shall have been paid in full, the holders of the Senior
                    Preferred Stock shall be entitled to receive, out of the
                    assets of the Corporation legally available for distribution
                    to its stockholders, whether from capital, surplus or
                    earnings, before any amount shall be paid to the holders of
                    any shares of Junior Stock, an amount equal to $10 in cash
                    per share plus an amount equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends) to the date of
                    final distribution, and no more. If upon any liquidation,
                    dissolution or winding up of the Corporation, the net assets
                    of the Corporation shall be insufficient to pay the holders
                    of all outstanding shares of Senior Preferred Stock the full
                    amounts to which they respectively shall be entitled, such
                    assets, or the proceeds thereof, shall be distributed
                    ratably among the holders of the Senior Preferred Stock.
                    Holders of Senior Preferred Stock shall not be entitled,
                    upon the liquidation, dissolution or winding up of the
                    Corporation, to receive any amounts with respect to such
                    stock other than the amounts referred to in this Article
                    IV.B(3)(a).

                         Notwithstanding anything contained herein to the
                    contrary, in the event that the Corporation shall be
                    liquidated, dissolved or wound up, whether voluntarily or
                    involuntarily, before March   , 1999, after all creditors of
                                                --
                    the Corporation shall have been paid in full, the assets of
                    the Corporation legally available for distribution to its
                    stockholders, whether from capital, surplus or earnings,
                    shall be distributed to the holders of Senior Preferred
                    Stock, Junior


                    Preferred Stock and Common Stock, without preference or
                    priority, and to each such holder based on the number of
                    shares of Senior Preferred Stock, Junior Preferred Stock and
                    Common Stock owned of record by such holder on the record
                    date for such distribution.

                    b. Neither the purchase nor redemption by the Corporation of
                    shares of any class of stock in any manner permitted by the
                    Articles of Incorporation or any amendment thereof, nor the
                    merger or consolidation of the Corporation with or into any
                    other corporation or corporations, nor a sale, transfer or
                    lease of all or substantially all of the Corporation's
                    assets shall be deemed to be a liquidation, dissolution or
                    winding up of the Corporation for the purposes of this
                    Article IV.B(3) provided, however, that any consolidation or
                    merger of the Corporation after March 1, 1999, in which the
                    Corporation is not the surviving entity shall be deemed to
                    be a liquidation, dissolution or winding up of the affairs
                    of the Corporation within the meaning of this Article
                    IV.B(3) if, (A) in connection therewith, the holders of
                    Common Stock of the Corporation receive as consideration,
                    whether in whole or in part, for such Common Stock (1) cash,
                    (2) notes, debentures or other evidences of indebtedness or
                    obligations to pay cash or (3) preferred stock of the
                    surviving entity (whether or not the surviving entity is the
                    Corporation) which ranks on a parity with or senior to the
                    preferred stock received by holders of the Senior Preferred
                    Stock with respect to liquidation or dividends or (B) the
                    holders of the Senior Preferred Stock do not receive
                    preferred stock of the surviving entity with rights, powers
                    and preferences equal to (or more favorable to the holders
                    than) the rights, powers and preferences of the Senior
                    Preferred Stock.

               4. Redemption.

                    a. Mandatory Redemption. All outstanding shares of the
                    Senior Preferred Stock shall be redeemed from funds legally
                    available therefor on May 1, 2018 (the "Redemption Date"),
                    at a price per share equal to $10 plus an amount per share
                    equal to full cumulative dividends (whether or not earned or
                    declared) accrued and unpaid thereon (including Additional
                    Dividends) to the Redemption Date. The holders of the Senior
                    Preferred Stock shall be paid in full in accordance with
                    this Article IV.B(4) prior to any payment made to the
                    holders of the Junior Preferred Stock pursuant to Article
                    IV.C(4) hereof.

                    b. The aggregate amount of the redemption pursuant to
                    Article IV.B(4)(a) is hereinafter referred to as the "Senior
                    Redemption Price."



               5. Redemption Procedure

                    a. A redemption pursuant to Article IV.B(4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Article IV.B(5)

                    b. Notice of the redemption of Senior Preferred Stock
                    pursuant to Article IV.B(4) shall be given by mail not less
                    than ten (10) days prior to the Redemption Date. If less
                    than all the outstanding Senior Preferred Stock is to be
                    redeemed, the selection of shares for redemption shall be
                    made pro rata and the notice of redemption to a holder shall
                    state the number of shares of Senior Preferred Stock of such
                    holder to be redeemed. The amount of the Senior Redemption
                    Price shall be deposited on or before the Redemption Date in
                    trust for the account of the holders of Senior Preferred
                    Stock entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Article IV.B(5)
                    referred to as the "date of deposit").

                    c. Notice of the date on which, and the name and address of
                    the bank or trust company with which, the deposit has been
                    or will be made shall be included in the notice of
                    redemption. On and after the Redemption Date (unless default
                    shall be made by the Corporation in providing money for the
                    payment of the Senior Redemption Price pursuant to the
                    notice of redemption), or if the Corporation shall make such
                    deposit on or before the date specified therefor in the
                    notice of redemption, then on and after the date of deposit
                    (provided notice of redemption has been duly given), all
                    dividends on the Senior Preferred Stock so called for
                    redemption shall cease to accrue and, notwithstanding that
                    any certificate for shares of Senior Preferred Stock is not
                    surrendered for cancellation, the shares represented thereby
                    shall no longer be deemed outstanding and all rights of the
                    holders thereof as stockholders of the Corporation with
                    respect to such shares shall cease and terminate, except the
                    right to receive the Senior Redemption Price as hereinafter
                    provided.

                    d. At any time on or after the Redemption Date, or if the
                    Corporation shall deposit the money for such redemption
                    prior to the Redemption Date, then at any time on or after
                    the date of deposit, which time shall be specified by the
                    Corporation in the notice of redemption and which shall not
                    be later than the Redemption Date, the holders of record of
                    the Senior Preferred Stock to be redeemed shall be entitled
                    to receive the Senior Redemption Price upon actual delivery
                    to the bank or trust



                    company with which such deposit shall be made of
                    certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Senior Redemption Price.

                    e. Any money so deposited which shall remain unclaimed by
                    the holders of such Senior Preferred Stock at the end of two
                    (2) years after the Redemption Date shall be paid by such
                    bank or trust company to the Corporation, which shall
                    thereafter, to the extent of the money so repaid, be liable
                    for the payment of the Senior Redemption Price. Any interest
                    accrued on money so deposited shall be paid to the
                    Corporation from time to time.

               6. Voting. Except as required by law and except for any voting by
               the holders of the Senior Preferred Stock as part of a separate
               class or series pursuant to Article IV.B(7) hereunder or any
               other provision of the Corporation's Articles of Incorporation,
               no holder of Senior Preferred Stock, as such holder, shall be
               entitled to vote on any matter submitted to a vote of
               stockholders. On any matters on which the holders of the Senior
               Preferred Stock shall be entitled to vote, they shall be entitled
               to one vote for each share held.

               7. Other Rights. Without the written consent of the holders of a
               majority of the outstanding shares of Senior Preferred Stock or
               the vote of the holders of a majority of the outstanding shares
               of Senior Preferred Stock at a meeting of the holders of Senior
               Preferred Stock called for such purpose, the Corporation shall
               not amend, alter or repeal any provision of the Corporation's
               Articles of Incorporation so as to adversely affect the rights
               and preferences of the Senior Preferred Stock; provided, however,
               that any such amendment that changes the dividend payable on the
               Senior Preferred Stock shall require the affirmative vote of the
               holder of each share of Senior Preferred Stock at a meeting of
               such holders called for such purpose or the written consent of
               the holder of each share of Senior Preferred Stock; provided,
               further, that in no event will issuance of any series of
               Preferred Stock that is on a parity with or junior to the Senior
               Preferred Stock or has a redemption date earlier than the Senior
               Preferred Stock be deemed to adversely affect the rights and
               preferences of the Senior Preferred Stock.

               8. Acknowledgement. Each holder of Senior Preferred Stock, by
               acceptance thereof, acknowledges and agrees that payments of
               dividends, interest, premium and principal on, and redemption and
               repurchase of, such securities by the Corporation are subject to
               restrictions contained in certain credit and financing agreements
               of the Corporation.



               9. Definitions

                    The following terms, when used in this Article IV.B, shall
                    have the meanings set forth below:

                    a. As used herein, the amount of dividends "accrued" on any
                    share of Senior Preferred Stock as at any date shall be
                    calculated as the amount of any unpaid dividends accumulated
                    thereon to and including the last preceding Dividend Accrual
                    Date with respect to which dividends have not been paid,
                    whether or not earned or declared.

                    b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c. "High Yield Offering" shall mean an issuance by the
                    Company of $75,000,000 in unsecured debt securities with a
                    weighted average maturity of at least five (5) years
                    pursuant to (i) a completed firm commitment public offering
                    pursuant to an effective registration statement under the
                    Securities Act of 1933, as amended, or (ii) a completed
                    placement under Rule 144A promulgated under the Securities
                    Act of 1933, as amended.

                    d. "Initial Public Offering" shall mean a completed firm
                    commitment underwritten initial public offering pursuant to
                    an effective registration statement under the Securities Act
                    of 1933, as amended (other than (i) a Special Registration
                    Statement or (ii) a registration statement relating to a
                    Unit Offering) in respect of the offer and sale of shares of
                    Common Stock for the account of the Corporation resulting in
                    aggregate net proceeds to the Corporation of not less than
                    $20,000,000.

                    e. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Senior Preferred
                    Stock with respect to dividends or distributions or upon the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation, including without limitation
                    the Junior Preferred Stock, the Class A Common Stock and the
                    Class B Common Stock (except as otherwise provided in
                    Article IV.B(3) hereof).

                    f. "Quarterly Period" shall mean the three (3) month period
                    commencing on the first day of the first month following the
                    Company's failure to unconditionally offer to repurchase
                    100% of



                    the issued and outstanding Senior Preferred Stock, in the
                    case of an IPO Event, or 50% of the issued and outstanding
                    Senior Preferred Stock, in the case of a High Yield Event,
                    and each subsequent three (3) month period thereafter.

                    g. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

                    h. Special Registration Statement" means (i) a registration
                    statement on Forms S-8 or S-4 or any similar or successor
                    form or any other registration statement relating to an
                    exchange offer or an offering of securities solely to the
                    Corporation's employees or security holders or (ii) a
                    registration statement registering a Unit Offering; and

                    i. "Unit Offering" shall mean a completed firm commitment
                    underwritten public offering pursuant to an effective
                    registration statement under the Securities Act of 1933, as
                    amended, of a combination of debt and equity securities of
                    the Corporation in which (i) not more than 10% of the gross
                    proceeds received from the sale of such securities is
                    attributed to such equity securities, and (ii) after giving
                    effect to such offering, the Corporation does not have a
                    class of equity securities required to be registered under
                    the Securities Exchange Act of 1934, as amended.

          C.   JUNIOR PREFERRED STOCK

               1. Designation, Number of Shares. The second series of Preferred
               Stock shall be designated as the 12% Series B Cumulative Stock
               ("Junior Preferred Stock"), and the number of shares which shall
               constitute such series shall be 900,000. The par value of the
               Junior Preferred Stock shall be $.01 per share.

               2. Accrual and Payment of Dividends

                    a. The holders of Junior Preferred Stock shall be entitled
                    to receive, when, as and if declared by the Board of
                    Directors out of funds of the Corporation legally available
                    therefor, cumulative cash dividends at the rate of $1.20 per
                    share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 1, 1999 and thereafter on the
                    first day of March (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend payment payable on March 1, 1999
                    shall be calculated from the date of original issuance
                    through March 1, 1999. Each such



                    dividend on Junior Preferred Stock when paid shall be
                    payable to holders of record as they appear on the stock
                    books of the Corporation on the date established by the
                    Board of Directors of the Corporation as the record date for
                    the payment of such dividend (which record date shall not
                    precede the date upon which the resolution fixing such
                    record date is adopted and which record date shall be not
                    more than sixty days prior to such action). If no record
                    date is fixed, the record date for determining holders for
                    such purpose shall be at the close of business on the date
                    on which the Board of Directors adopts the resolution
                    relating to such dividend payment. Dividends with respect to
                    any shares of Junior Preferred Stock shall accrue (whether
                    or not earned or declared) from the date of issue of such
                    shares.

                    b. Such dividends on the Junior Preferred Stock shall be
                    cumulative, whether or not earned or declared, so that if at
                    any time full cumulative dividends at the rate aforesaid on
                    all shares of Junior Preferred Stock then outstanding to the
                    end of the annual dividend period next preceding such time
                    shall not have been paid, the amount of the deficiency shall
                    be paid before any sum shall be set aside for or applied by
                    the Corporation to the purchase, redemption or other
                    acquisition for value of any shares of Junior Stock (either
                    pursuant to any applicable sinking fund requirement or
                    otherwise) or any dividend or other distribution shall be
                    paid or declared and set apart for payment on any Junior
                    Stock (other than a dividend payable in Junior Stock);
                    provided, however, that the holders of the Junior Preferred
                    Stock shall not be entitled to any amount pursuant to this
                    Article IV.C(2)(b) unless the holders of Senior Preferred
                    Stock shall have been paid in full in accordance with
                    Article IV.B(2) hereof and any other series senior to the
                    Junior Preferred Stock with respect to dividends shall have
                    been paid in full in accordance with its terms; provided,
                    further, that the foregoing shall not prohibit the
                    Corporation from repurchasing shares of Junior Stock from a
                    former employee of the Corporation (or a subsidiary of the
                    Corporation) where such repurchase arises from the
                    Corporation's option to repurchase such shares upon
                    termination of such employee's employment with the
                    Corporation (or a subsidiary) pursuant to a written
                    agreement between the Corporation and such employee. Accrued
                    dividends on the Junior Preferred Stock if not paid on the
                    first or any subsequent Dividend Accrual Date following
                    accrual shall thereafter accrue additional dividends in
                    respect thereof (the "Additional Dividends"), compounded
                    annually, at the rate of 12% per annum.

                    c. When dividends are not paid in full upon the Junior
                    Preferred Stock and any other stock ranking on a parity as
                    to dividends with the Junior Preferred Stock, all dividends
                    paid upon



                    shares of Junior Preferred Stock and any other stock ranking
                    on a parity as to dividends with the Junior Preferred Stock
                    shall be paid pro rata so that in all cases the amount of
                    dividends paid per share on the Junior Preferred Stock and
                    such other stock shall bear the same ratio that accrued
                    dividends per share on the shares of Junior Preferred Stock
                    and such other stock bear to each other. Except as provided
                    in the preceding sentence, unless full cumulative dividends
                    on the Junior Preferred Stock have been paid, no dividends
                    shall be declared or paid or set aside for payment upon any
                    other stock of the Corporation ranking on a parity with the
                    Junior Preferred Stock as to dividends.

                    d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3. Preference on Liquidation

                    a. Except as otherwise provided in Article IV.B(3)(a)
                    hereof, in the event that the Corporation shall be
                    liquidated, dissolved or wound up, whether voluntarily or
                    involuntarily, after all creditors of the Corporation shall
                    have been paid in full, the holders of the Junior Preferred
                    Stock shall be entitled to receive, out of the assets of the
                    Corporation legally available for distribution to its
                    stockholders, whether from capital, surplus or earnings,
                    before any amount shall be paid to the holders of any shares
                    of Junior Stock, an amount equal to $10 in cash per share
                    plus an amount equal to full cumulative dividends (whether
                    or not earned or declared) accrued and unpaid thereon
                    (including Additional Dividends) to the date of final
                    distribution, and no more; provided, however, that the
                    holders of the Junior Preferred Stock shall not be entitled
                    to any amount pursuant to this Article IV.C(3) unless the
                    holders of Senior Preferred Stock shall have been paid in
                    full in accordance with Article IV.B(3) hereof and any other
                    series senior to the Junior Preferred Stock upon the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation shall have been paid in full
                    in accordance with its terms. If upon any liquidation,
                    dissolution or winding up of the Corporation, the net assets
                    of the Corporation shall be insufficient to pay the holders
                    of all outstanding shares of Junior Preferred Stock and of
                    any shares of stock ranking on a parity with the Junior
                    Preferred Stock the full amounts to which they respectively
                    shall be entitled, such assets, or the proceeds thereof,
                    shall be distributed ratably among the holders of the Junior
                    Preferred Stock and of any shares of stock ranking on a
                    parity with the Junior Preferred Stock. Holders of Junior
                    Preferred Stock shall not be entitled, upon the liquidation,
                    dissolution or winding up of the Corporation, to receive any


                    amounts with respect to such stock other than the amounts
                    referred to in this Article IV.C(3)(a).

                    b. Neither the purchase nor redemption by the Corporation of
                    shares of any class of stock in any manner permitted by the
                    Articles of Incorporation or any amendment thereof, nor the
                    merger or consolidation of the Corporation with or into any
                    other corporation or corporations, nor a sale, transfer or
                    lease of all or substantially all of the Corporation's
                    assets shall be deemed to be a liquidation, dissolution or
                    winding up of the Corporation for the purposes of this
                    Article IV.C(3); provided, however, that any consolidation
                    or merger of the Corporation in which the Corporation is not
                    the surviving entity shall be deemed to be a liquidation,
                    dissolution or winding up of the affairs of the Corporation
                    within the meaning of this Article IV.C(3) if, (A) in
                    connection therewith, the holders of Common Stock of the
                    Corporation receive as consideration, whether in whole or in
                    part, for such Common Stock (1) cash, (2) notes, debentures
                    or other evidences of indebtedness or obligations to pay
                    cash or (3) preferred stock of the surviving entity (whether
                    or not the surviving entity is the Corporation) which ranks
                    on a parity with or senior to the preferred stock received
                    by holders of the Junior Preferred Stock with respect to
                    liquidation or dividends or (B) the holders of the Junior
                    Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Junior Preferred Stock.

               4. Redemption.

                    a. Mandatory Redemption. All outstanding shares of the
                    Junior Preferred Stock shall be redeemed from funds legally
                    available therefor on the Redemption Date, at a price per
                    share equal to $10 plus an amount per share equal to full
                    cumulative dividends (whether or not earned or declared)
                    accrued and unpaid thereon (including Additional Dividends)
                    to the Redemption Date; provided, however, that the holders
                    of the Junior Preferred Stock shall not be entitled to any
                    amount pursuant to this Article IV.C(4) unless the holders
                    of the Senior Preferred Stock shall have been paid in full
                    in accordance with Article IV.B(4) hereof.

                    b. The aggregate amount of the redemption pursuant to
                    Article IV.C(4)(a) is hereinafter referred to as the "Junior
                    Redemption Price" with respect to such redemption.

               5. Redemption Procedure



                    a. A redemption pursuant to Article IV.C(4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Article IV.C(5).

                    b. Notice of the redemption of Junior Preferred Stock
                    pursuant to Article IV.C(4) shall be given by mail not less
                    than ten (10) days prior to the Redemption Date. If less
                    than all the outstanding Junior Preferred Stock is to be
                    redeemed, the selection of shares for redemption shall be
                    made pro rata and the notice of redemption to a holder shall
                    state the number of shares of Junior Preferred Stock of such
                    holder to be redeemed. The amount of the Junior Redemption
                    Price shall be deposited on or before the Redemption Date in
                    trust for the account of the holders of Junior Preferred
                    Stock entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Article IV.C(5)
                    referred to as the "date of deposit").

                    c. Notice of the date on which, and the name and address of
                    the bank or trust company with which, the deposit has been
                    or will be made shall be included in the notice of
                    redemption. On and after the Redemption Date (unless default
                    shall be made by the Corporation in providing money for the
                    payment of the Junior Redemption Price pursuant to the
                    notice of redemption), or if the Corporation shall make such
                    deposit on or before the date specified therefor in the
                    notice of redemption, then on and after the date of deposit
                    (provided notice of redemption has been duly given), all
                    dividends on the Junior Preferred Stock so called for
                    redemption shall cease to accrue and, notwithstanding that
                    any certificate for shares of Junior Preferred Stock is not
                    surrendered for cancellation, the shares represented thereby
                    shall no longer be deemed outstanding and all rights of the
                    holders thereof as stockholders of the Corporation with
                    respect to such shares shall cease and terminate, except the
                    right to receive the Junior Redemption Price as hereinafter
                    provided.

                    d. At any time on or after the Redemption Date, or if the
                    Corporation shall deposit the money for such redemption
                    prior to the Redemption Date, then at any time on or after
                    the date of deposit, which time shall be specified by the
                    Corporation in the notice of redemption and which shall not
                    be later than the Redemption Date, the holders of record of
                    the Junior Preferred Stock to be redeemed shall be entitled
                    to receive the Junior Redemption Price upon actual delivery
                    to the bank or trust company with which such deposit shall
                    be made of certificates for the shares to be redeemed, such
                    certificates, if required, to be duly



                    endorsed in blank or accompanied by proper instruments of
                    assignment and transfer duly endorsed in blank. The making
                    of such deposit with any such bank or trust company shall
                    not relieve the Corporation of liability for payment of the
                    Junior Redemption Price.

                    e. Any money so deposited which shall remain unclaimed by
                    the holders of such Junior Preferred Stock at the end of two
                    (2) years after the Redemption Date shall be paid by such
                    bank or trust company to the Corporation, which shall
                    thereafter, to the extent of the money so repaid, be liable
                    for the payment of the Junior Redemption Price. Any interest
                    accrued on money so deposited shall be paid to the
                    Corporation from time to time.

               6. Voting. Except as required by law and except for any voting by
               the holders of the Junior Preferred Stock as part of a separate
               class or series pursuant to Article IV.C(7) hereunder or any
               other provision of the Corporation's Articles of Incorporation,
               no holder of Junior Preferred Stock, as such holder, shall be
               entitled to vote on any matter submitted to a vote of
               stockholders. On any matters on which the holders of the Junior
               Preferred Stock shall be entitled to vote, they shall be entitled
               to one vote for each share held.

               7. Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Junior Preferred Stock or the
               vote of the holders of all of the outstanding shares of Junior
               Preferred Stock at a meeting of the holders of Junior Preferred
               Stock called for such purpose, the Corporation shall not amend,
               alter or repeal any provision of the Corporation's Articles of
               Incorporation so as to adversely affect the rights and
               preferences of the Junior Preferred Stock including any change to
               the dividend payable on the Junior Preferred Stock; provided,
               further, that in no event will the issuance of any series of
               Preferred Stock that is senior to, on a parity with or junior to
               the Junior Preferred Stock or has a redemption date earlier than
               the Junior Preferred Stock be deemed to adversely affect the
               rights and preferences of the Junior Preferred Stock.

               8. Acknowledgement. Each holder of Junior Preferred Stock, by
               acceptance thereof, acknowledges and agrees that payments of
               dividends, interest, premium and principal on, and redemption and
               repurchase of, such securities by the Corporation are subject to
               restrictions contained in certain credit and financing agreements
               of the Corporation.

               9. Definitions

                    The following terms, when used in this Article IV.C, shall
                    have the meanings set forth below:


                    a. As used herein, the amount of dividends "accrued" on any
                    share of Junior Preferred Stock as at any date shall be
                    calculated as the amount of any unpaid dividends accumulated
                    thereon to and including the last preceding Dividend Accrual
                    Date with respect to which dividends have not been paid,
                    whether or not earned or declared.

                    b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Junior Preferred
                    Stock with respect to dividends or distributions or upon the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation, including without limitation
                    the Class A Common Stock and the Class B Common Stock
                    (except as otherwise provided in Article IV.B(3) hereof).

                    d. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

          D.   CLASS A AND CLASS B COMMON STOCK

          Except as otherwise provided herein, all shares of Class A Common
          Stock and Class B Common Stock shall be identical and shall entitle
          the holders thereof to the same rights and privileges.

               1. Dividends. Holders of Common Stock shall be entitled to
               receive ratably such dividends as may be declared by the Board of
               Directors; provided that if dividends are declared which are
               payable in shares of Class A Common Stock or Class B Common
               Stock, dividends shall be declared which are payable at the same
               rate on each class of Common Stock and the dividends payable in
               shares of Class A Common Stock shall be payable to holders of
               Class A Common Stock and the dividends payable in shares of Class
               B Common Stock shall be payable to holders of Class B Common
               Stock.

               2. Conversion. Each record holder of Class A Common Stock shall
               be entitled to convert any or all of such holder's Class A Common
               Stock into the same number of shares of Class B Common Stock and
               each record holder of Class B Common Stock shall be entitled to
               convert any or all of the shares of such holder's Class B Common
               Stock into the same number of shares of Class A Common Stock;
               provided, however, that at the time



               of conversion of shares of Class B Common Stock into shares of
               Class A Common Stock such holder would be permitted, pursuant to
               applicable law, to hold the total number of shares of Class A
               Common Stock which he would hold after giving effect to such
               conversion; and provided, further, that the determination of a
               holder of Common Stock that it is permitted under applicable law
               to convert shares of Class B Common Stock into shares of Class A
               Common Stock pursuant to this Article IV 4.D(2) shall be final
               and binding upon the Company.

                    Each conversion of shares of one class of Common Stock into
               shares of another class of Common Stock shall be effected by the
               surrender of the certificate or certificates representing the
               shares to be converted at the principal office of the Corporation
               at any time during normal business hours, together with a written
               notice by the holder of such shares stating the number of shares
               that any such holder desires to convert into the other class of
               Common Stock. Such conversion shall be deemed to have been
               effected as of the close of business on the date on which such
               certificate or certificates have been surrendered and such notice
               has been received by the Corporation, and at such time the rights
               of any such holder with respect to the converted class of Common
               Stock shall cease and the person or persons in whose name or
               names the certificate or certificates for shares of the other
               class of Common Stock are to be issued upon such conversion shall
               be deemed to have become the holder or holders of record of the
               shares of such other class of Common Stock represented thereby.

                    Promptly after such surrender and the receipt by the
               Corporation of the written notice from the holder hereinbefore
               referred to, the Corporation shall issue and deliver in
               accordance with the surrendering holder's instructions the
               certificate or certificates for the other class of Common Stock
               issuable upon such conversion and a certificate representing any
               shares of Common Stock which were represented by the certificate
               or certificates delivered to the Corporation in connection with
               such conversion but which were not converted. The issuance of
               certificates for the other class of Common Stock upon conversion
               shall be made without charge to the holder or holders of such
               shares for any issuance tax (except stock transfer taxes) in
               respect thereof or other cost incurred by the Corporation in
               connection with such conversion.

               3. Transfers. The Corporation shall not close its books against
               the transfer of any share of Common Stock, or of any share of
               Common Stock issued or issuable upon conversion of shares of the
               other class of Common Stock, in any manner that would interfere
               with the timely conversion of such shares of Common Stock.

               4. Subdivision and Combinations of Shares. If the Corporation in
               any manner subdivides or combines the outstanding shares of any
               class of



               Common Stock, the outstanding shares of the other class of Common
               Stock shall be proportionately subdivided or combined.

               5. Reservation of Shares for Conversion. So long as any shares of
               any class of Common Stock are outstanding, the Corporation shall
               at all times reserve and keep available out of its authorized but
               unissued shares of Class A Common Stock and Class B Common Stock,
               the number of shares sufficient for issuance upon conversion.

               6. Distribution of Assets. Except as otherwise provided in
               Article IV.B(3)(a) hereof, in the event of the voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation (a "Distribution Event"), holders of Common Stock
               shall be entitled to receive all of the remaining assets of the
               Corporation available for distribution to its stockholders after
               all amounts to which the holders of Preferred Stock are entitled
               have been paid or set aside in cash for payment.

               7. Voting Rights. The holders of Class A Common Stock shall have
               the general right to vote for all purposes, including the
               election of directors, as provided by law. Each holder of Class A
               Common Stock shall be entitled to one vote for each share thereof
               held. Except as otherwise required by law, the holders of Class B
               Common Stock shall have no voting rights.

               8. Merger, etc. In connection with any merger, consolidation, or
               recapitalization in which holders of Class A Common Stock
               generally receive, or are given the opportunity to receive,
               consideration for their shares (a) all holders of Class B Common
               Stock shall be given the opportunity to receive the same form of
               consideration for their shares as is received by holders of Class
               A Common Stock and (b) holders of Class B Common Stock shall be
               entitled to receive the same amount of consideration per share as
               received by holders of Class A Common Stock.

          ARTICLE V. Bylaws. The board of directors of the Corporation is
authorized to adopt, amend or repeal the bylaws of the Corporation, except as
otherwise specifically provided therein.

          ARTICLE VI. Elections of Directors. Elections of directors need not be
by written ballot unless the bylaws of the Corporation shall so provide.

          ARTICLE VII. Right to Amend. The Corporation reserves the right to
amend any provision contained in these Articles of Incorporation as the same may
from time to time be in effect in the manner now or hereafter prescribed by law,
and all rights conferred on stockholders or others hereunder are subject to such
reservation.

          ARTICLE VIII. Limitation on Liability. A director of the Corporation
shall not be personally liable to the Corporation or its shareholders for
monetary damages for any action taken or failure to take any action as a
director, except liability for any of the following:



               a. the amount of a financial benefit received by a director to
               which he or she is not entitled;

               b. intentional infliction of harm on the Corporation or its
               shareholders;

               c. a violation of Section 551 of the Act; or

               d. an intentional criminal act.



          Any repeal, amendment or other modification of this Article shall not
increase the liability or alleged liability of any director of the corporation
then existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought or threatened
based in whole or in part upon any such state of facts. If the Act is
subsequently amended to authorize corporate action further eliminating or
limiting personal liability of directors, then the liability of directors shall
be eliminated or limited to the fullest extent permitted by the Act as so
amended.

          ARTICLE IX. Actions by Written Consent of Shareholders. Any action
required or permitted to be taken at an annual or special meeting of the
shareholders of the Company may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares of the Company having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on the action
were present and voted.

          ARTICLE X. Preemptive Rights. No holder of any shares of any class or
series of capital stock of the Corporation shall have preemptive rights, except
that holders of Common Stock may have preemptive rights as provided in a written
agreement between the Corporation and such holder.

          These Restated Articles of Incorporation were duly adopted by the
Shareholders of the Corporation on the      day of March 1998, in accordance
                                       ----
with the provisions of Section 642 of the Act.


                                        ----------------------------------------
                                        John H. Steward, II
                                        President




                           CERTIFICATE OF DESIGNATION
                     OF 12% SERIES C JUNIOR PREFERRED STOCK
                                       OF
                        FABRI-STEEL PRODUCTS INCORPORATED

          Fabri-Steel Products Incorporated, a Michigan corporation (hereinafter
called the "Corporation"), pursuant to the provisions of Section 450.1302 of the
Business Corporation Act of the State of Michigan, does hereby make this
Certificate of Designation under the corporate seal of the Corporation and does
hereby state and certify that pursuant to the authority expressly vested in the
Board of Directors of the Corporation by the Restated Articles of Incorporation
of the Corporation, dated March 25, 1998 (the "Articles of Incorporation"), the
Board of Directors has duly adopted the following resolutions:

          RESOLVED, that, pursuant to Article IV of the Articles of
Incorporation (which authorizes 5,000,000 shares of Preferred Stock, $.01 par
value per share, of which 1,810,000 shares are presently issued and
outstanding), the Board of Directors hereby fixes the designations and
preferences and relative, participating optional and other special rights and
qualifications, limitations and restrictions of a series of Preferred Stock
consisting of 950,000 shares to be designated 12% Series C Junior Preferred
Stock.

12% SERIES C JUNIOR PREFERRED STOCK
- -----------------------------------

          RESOLVED, that each share of the 12% Series C Junior Preferred Stock
shall rank equally in all respects and shall be subject to the following
provisions:

               1.   Designation, Number of Shares. The third series of Preferred
               Stock shall be designated as the 12% Series C Cumulative Junior
               Preferred Stock ("Series C Junior Preferred Stock"), and the
               number of

                                      - 1 -



               shares which shall constitute such series shall be 950,000. The
               par value of the Series C Junior Preferred Stock shall be $.01
               per share.

               2.   Accrual and Paynrnt of Dividends

                    a.   The holders of Series C Junior Preferred Stock shall be
                    entitled to receive, when, as and if declared by the Board
                    of Directors out of funds of the Corporation legally
                    available therefor, cumulative cash dividends at the rate of
                    $1.20 per share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 1, 1999 and thereafter on the
                    first day of March (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend payment payable on March 1, 1999
                    shall be calculated from the date of original issuance
                    through March 1, 1999. Each such dividend on Series C Junior
                    Preferred Stock when paid shall be payable to holders of
                    record as they appear on the stock books of the Corporation
                    on the date established by the Board of Directors of the
                    Corporation as the record date for the payment of such
                    dividend (which record date shall not precede the date upon
                    which the resolution fixing such record date is adopted and
                    which record date shall be not more than sixty days prior to
                    such action). If no

                                      - 2 -



                    record date is fixed, the record date for determining
                    holders for such purpose shall be at the close of business
                    on the date on which the Board of Directors adopts the
                    resolution relating to such dividend payment. Dividends with
                    respect to any shares of Series C Junior Preferred Stock
                    shall accrue (whether or not earned or declared) from the
                    date of issue of such shares.

                    b.   Such dividends on the Series C Junior Preferred Stock
                    shall be cumulative, whether or not earned or declared so
                    that if at any time full cumulative dividends at the rate
                    aforesaid on all shares of Series C Junior Preferred Stock
                    then outstanding to the end of the annual dividend period
                    next preceding such time shall not have been paid, the
                    amount of the deficiency shall be paid before any sum shall
                    be set aside for or applied by the Corporation to the
                    purchase, redemption or other acquisition for value of any
                    shares of Junior Stock (either pursuant to any applicable
                    sinking fund requirement or otherwise) or any dividend or
                    other distribution shall be paid or declared and set apart
                    for payment on any Junior Stock (other than a dividend
                    payable in Junior Stock); provided, however, that the
                    holders of the Series C Junior Preferred Stock shall not be
                    entitled to any amount pursuant to this Section (2)(b)
                    unless the holders of the Corporation's 8% Series A
                    Cumulative Senior Preferred Stock ("Senior Preferred Stock")
                    shall have been

                                      - 3 -



                    paid in full in accordance with Article IV.B(2) of the
                    Articles of Incorporation and any other series senior to the
                    Series C Junior Preferred Stock with respect to dividends
                    shall have been paid in full in accordance with its terms;
                    provided, further, that the foregoing shall not prohibit the
                    Corporation from repurchasing shares of Junior Stock from a
                    former employee of the Corporation (or a subsidiary of the
                    Corporation) where such repurchase arises from the
                    Corporation's option to repurchase such shares upon
                    termination of such employee's employment with the
                    Corporation (or a subsidiary) pursuant to a written
                    agreement between the Corporation and such employee. Accrued
                    dividends on the Junior Preferred Stock if not paid on the
                    first or any subsequent Dividend Accrual Date following
                    accrual shall thereafter accrue additional dividends in
                    respect thereof (the "Additional Dividends"), compounded
                    annually, at the rate of 12% per annum.

                    c.   The right to receive dividends on the Series C Junior
                    Preferred Stock shall rank on parity with that of the
                    Corporation's 12% Series B Cumulative Junior Preferred Stock
                    ("Series B Junior Preferred Stock"). When dividends are not
                    paid in full upon the Series C Junior Preferred Stock and
                    any other stock ranking on a parity as to dividends with the
                    Series C Junior Preferred Stock, all dividends paid upon
                    shares of Series C Junior Preferred Stock and

                                      - 4 -



                    any other stock ranking on a parity as to dividends with the
                    Series C Junior Preferred Stock shall be paid pro rata so
                    that in all cases the amount of dividends paid per share on
                    the Series C Junior Preferred Stock and such other stock
                    shall bear the same ratio that accrued dividends per share
                    on the shares of Series C Junior Preferred Stock and such
                    other stock bear to each other. Except as provided in the
                    preceding sentence, unless full cumulative dividends on the
                    Series C Junior Preferred Stock have been paid, no dividends
                    shall be declared or paid or set aside for payment upon any
                    other stock of the Corporation ranking on a parity with the
                    Series C Junior Preferred Stock as to dividends.

                    d.   An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3.   Preference on Liquidation

                    a.   Except as otherwise provided in Article IV.B(3)(a) of
                    the Articles of Incorporation, in the event that the
                    Corporation shall be liquidated, dissolved or wound up,
                    whether voluntarily or involuntarily, after all creditors of
                    the Corporation shall have been paid in full, the holders of
                    the Series C Junior Preferred Stock shall be entitled to
                    receive, out of the assets of the Corporation legally
                    available for distribution to its stockholders, whether from
                    capital,

                                      - 5 -



                    surplus or earnings, before any amount shall be paid to the
                    holders of any shares of Junior Stock, an amount equal to
                    $10 in cash per share plus an amount equal to full
                    cumulative dividends (whether or not earned or declared)
                    accrued and unpaid thereon (including Additional Dividends)
                    to the date of final distribution, and no more; provided,
                    however, that the holders of the Series C Junior Preferred
                    Stock shall not be entitled to any amount pursuant to this
                    Section (3) unless the holders of Senior Preferred Stock
                    shall have been paid in full in accordance with Article
                    IV.B(3) of the Articles of Incorporation and any other
                    series senior to the Series C Junior Preferred Stock upon
                    the liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation shall have been paid in full
                    in accordance with its terms. Series C Junior Preferred
                    Stock shall rank on parity with the Series B Junior
                    Preferred Stock with respect to receiving any amount as a
                    result of a liquidation, distribution of assets, dissolution
                    or winding up of the Corporation. If upon any liquidation,
                    dissolution or winding up of the Corporation, the net assets
                    of the Corporation shall be insufficient to pay the holders
                    of all outstanding shares of Series C Junior Preferred Stock
                    and of any shares of stock ranking on a parity with the
                    Series C Junior Preferred Stock the full amounts to which
                    they respectively shall be entitled, such assets, or the
                    proceeds thereof,

                                      - 6 -



                    shall be distributed ratably among the holders of the Series
                    C Junior Preferred Stock and of any shares of stock ranking
                    on a parity with the Series C Junior Preferred Stock.
                    Holders of Series C Junior Preferred Stock shall not be
                    entitled, upon the liquidation, dissolution or winding up of
                    the Corporation, to receive any amounts with respect to such
                    stock other than the amounts referred to in this Section
                    (3)(a).

                    b.   Neither the purchase nor redemption by the Corporation
                    of shares of any class of stock in any manner permitted by
                    the Articles of Incorporation or any amendment thereof, nor
                    the merger or consolidation of the Corporation with or into
                    any other corporation or corporations, nor a sale, transfer
                    or lease of all or substantially all of the Corporation's
                    assets shall be deemed to be a liquidation, dissolution or
                    winding up of the Corporation for the purposes of this
                    Section (3); provided, however, that any consolidation or
                    merger of the Corporation in which the Corporation is not
                    the surviving entity shall be deemed to be a liquidation,
                    dissolution or winding up of the affairs of the Corporation
                    within the meaning of this Section (3) if, (A) in connection
                    therewith, the holders of Common Stock of the Corporation
                    receive as consideration, whether in whole or in part, for
                    such Common Stock (1) cash, (2) notes, debentures or other

                                      - 7 -



                    evidences of indebtedness or obligations to pay cash or (3)
                    preferred stock of the surviving entity (whether or not the
                    surviving entity is the Corporation) which ranks on a parity
                    with or senior to the preferred stock received by holders of
                    the Series C Junior Preferred Stock with respect to
                    liquidation or dividends or (B) the holders of the Series C
                    Junior Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series C Junior Preferred
                    Stock.

               4.   Redemption

                    a.   Mandatory Redemption. All outstanding shares of the
                    Series C Junior Preferred Stock shall be redeemed from funds
                    legally available therefor on March 1, 2018 (the "Mandatory
                    Redemption Date"), at a price per share equal to $10 plus an
                    amount per share equal to full cumulative dividends (whether
                    or not earned or declared) accrued and unpaid thereon
                    (including Additional Dividends) to the Mandatory Redemption
                    Date; provided, however, that the holders of the Series C
                    Junior Preferred Stock shall not be entitled to any amount
                    pursuant to this Section (4)(a) unless the holders of the
                    Senior Preferred Stock shall have been paid in full in
                    accordance with Article IV.B(4) of the

                                      - 8 -



                    Articles of Incorporation; provided, further, that the
                    rights of the holders of the Series C Junior Preferred Stock
                    to receive amounts pursuant to this Section (4)(a) shall
                    rank on parity with that of the Series B Junior Preferred
                    Stock.

                    b.   Optional Redemption. The Series C Junior Preferred
                    Stock may be redeemed from funds legally available therefor,
                    in whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to $10
                    plus an amount per share equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends as defined in the
                    Articles of Incorporation) to the date of redemption (the
                    "Optional Redemption Date).

                    c.   The aggregate amount of the redemption pursuant to
                    Section (4)(a) for a Mandatory Redemption or Section (4)(b)
                    for an Optional Redemption is hereinafter referred to as the
                    "Series C Junior Redemption Price" with respect to such
                    redemption. As used herein, "Mandatory Redemption Date" and
                    "Optional Redemption Date" shall hereinafter sometimes be
                    referred to as the "Redemption Date".

                                      - 9 -



               5.   Redemption Procedure

                    a.   A redemption pursuant to Section (4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Section (5).

                    b.   Notice of the redemption of Series C Junior Preferred
                    Stock pursuant to Section (4) shall be given by mail not
                    less than ten (10) days prior to the applicable Redemption
                    Date. If less than all the outstanding Series C Junior
                    Preferred Stock is to be redeemed, the selection of shares
                    for redemption shall be made pro rata and the notice of
                    redemption to a holder shall state the number of shares of
                    Series C Junior Preferred Stock of such holder to be
                    redeemed. The amount of the Series C Junior Redemption Price
                    shall be deposited on or before the Redemption Date in trust
                    for the account of the holders of Series C Junior Preferred
                    Stock entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Section (5) referred
                    to as the "date of deposit").

                    c.   Notice of the date on which, and the name and address
                    of the bank or trust company with which, the deposit has
                    been or will be made shall be included in the notice of
                    redemption. On and after the applicable Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the

                                     - 10 -



                    Series C Junior Redemption Price pursuant to the notice of
                    redemption), or if the Corporation shall make such deposit
                    on or before the date specified therefor in the notice of
                    redemption, then on and after the date of deposit (provided
                    notice of redemption has been duly given), all dividends on
                    the Series C Junior Preferred Stock so called for redemption
                    shall cease to accrue and, notwithstanding that any
                    certificate for shares of Series C Junior Preferred Stock is
                    not surrendered for cancellation, the shares represented
                    thereby shall no longer be deemed outstanding and all rights
                    of the holders thereof as stockholders of the Corporation
                    with respect to such shares shall cease and terminate,
                    except the right to receive the Series C Junior Redemption
                    Price as hereinafter provided.

                    d.   At any time on or after the applicable Redemption Date,
                    or if the Corporation shall deposit the money for such
                    redemption prior to the applicable Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the applicable Redemption
                    Date, the holders of record of the Series C Junior Preferred
                    Stock to be redeemed shall be entitled to receive the Series
                    C Junior Redemption Price upon actual delivery to the bank
                    or trust company with which such

                                     - 11 -



                    deposit shall be made of certificates for the shares to be
                    redeemed, such certificates, if required, to be duly
                    endorsed in blank or accompanied by proper instruments of
                    assignment and transfer duly endorsed in blank. The making
                    of such deposit with any such bank or trust company shall
                    not relieve the Corporation of liability for payment of the
                    Series C Junior Redemption Price.

                    e.   Any money so deposited which shall remain unclaimed by
                    the holders of such Series C Junior Preferred Stock at the
                    end of two (2) years after the applicable Redemption Date
                    shall be paid by such bank or trust company to the
                    Corporation, which shall thereafter, to the extent of the
                    money so repaid, be liable for the payment of the Series C
                    Junior Redemption Price. Any interest accrued on money so
                    deposited shall be paid to the Corporation from time to
                    time.

               6.   Voting. Except as required by law and except for any voting
               by the holders of the Series C Junior Preferred Stock as part of
               a separate class or series pursuant to Section (7) hereunder or
               any other provision of the Corporation's Articles of
               Incorporation, no holder of Series C Junior Preferred Stock, as
               such holder, shall be entitled to vote on any matter submitted to
               a vote of stockholders. On any matters on which the holders of
               the Series C Junior Preferred Stock shall be entitled to vote,
               they shall be entitled to one vote for each share held.

                                     - 12 -



               7.   Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Series C Junior Preferred Stock
               or the vote of the holders of all of the outstanding shares of
               Series C Junior Preferred Stock at a meeting of the holders of
               Series C Junior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Corporation's Articles of Incorporation so as to adversely affect
               the rights and preferences of the Series C Junior Preferred Stock
               including any change to the dividend payable on the Series C
               Junior Preferred Stock; provided, further, that in no event will
               the issuance of any series of Preferred Stock that is senior to,
               on a parity with or junior to the Series C Junior Preferred Stock
               or has a redemption date earlier than the Series C Junior
               Preferred Stock be deemed to adversely affect the rights and
               preferences of the Series C Junior Preferred Stock.

               8.   Acknowledgement. Each bolder of Series C Junior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

                                     - 13 -



               9.   Definitions

                    The following terms, when used in this Section A, shall have
                    the meanings set forth below:

                    a.   As used herein, the amount of dividends "accrued" on
                    any share of Series C Junior Preferred Stock as at any date
                    shall be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                    b.   "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c.   "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series C Junior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Class A Common Stock of the Corporation, par
                    value $.0l per share and the Class B Common Stock of the
                    Corporation, par value $.01 per share (except as otherwise
                    provided in Article IV.B(3) of the Articles of
                    incorporation).

                                     - 14 -



                    d.   "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.



                                     - 15 -



          IN WITNESS WHEREOF, Fabri-Steel Products Incorporated has caused this
Certificate of Designation to be signed by its President, and attested by its
Secretary, this ______ day of June, 1998.

ATTEST:                                 FABRI-STEEL PRODUCTS
                                        INCORPORATED


- ---------------------                   ----------------------------------------
Secretary                               Senior Vice President and
                                        Chief Financial Officer


                                     - 16 -



                     DOMESTIC CORPORATION INFORMATION UPDATE
                            (formerly Annual Report)

                                      1998

- --------------------------------------------------------------------------------
1.   Corporate Name                                   2.   IDENTIFICATION NUMBER

          FABRI-STEEL PRODUCTS, INCORPORATED                     172136
- --------------------------------------------------------------------------------
3.   Resident Agent

          LESLIE A. GARVIE
- --------------------------------------------------------------------------------
4a.  Registered Office Address in Michigan - No.,
     Street, City, Zip

          22900 W. EIGHT MILE RD.
          SOUTHFIELD, MI 48034
- --------------------------------------------------------------------------------
4b.  Mailing address of registered office if
     different than item 4a.

          22900 W. EIGHT MILE RD.
          SOUTHFIELD, MI 48034
- --------------------------------------------------------------------------------
5.   Describe the general nature and kind of
     business in which the corporation is engaged:

          MANUFACTURER OF FASTENERS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
6.                    NAME                    BUSINESS OR RESIDENCE ADDRESS
- --------------------------------------------------------------------------------
       If        President               REX A. OGG
   different                             22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
      than                               MICHIGAN 48034
   President     ---------------------------------------------------------------
                 Vice President          MARK J. MACGUIDWIN
                                         22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
                                         MICHIGAN 48034
                 ---------------------------------------------------------------
                 Secretary               LESLIE A. GARVIE
                                         22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
                                         MICHIGAN 48034
                 ---------------------------------------------------------------
                 Treasurer
                 ---------------------------------------------------------------
                 Director                CHARLES E. CORPENING
                                         22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
                                         MICHIGAN 48034
                 ---------------------------------------------------------------
                 Director                MICHAEL DELANEY
                                         22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
                                         MICHIGAN 48034
       If        ---------------------------------------------------------------
   different     Director                RICHARD PURICELLI
      than                               22900 WEST EIGHT MILE ROAD, SOUTHFIELD,
    Officers                             MICHIGAN 48034
- --------------------------------------------------------------------------------
The corporation states that the address of its registered office and the address
of the business office of its resident agent are identical. Any changes were
authorized by resolution duly adopted by its board of directors.
- --------------------------------------------------------------------------------
If space is insufficient, you may include additional pages. PLEASE DO NOT STAPLE
ADDITIONAL PAGES TO THIS REPORT. Enclosed $15.00 made payable to the State of
Michigan. This report must be filed on or before May 15
- --------------------------------------------------------------------------------
7.   Signature of an authorized officer  Title                      Date
     or agent of the corporation            Vice President & CEO       05/15/98
- --------------------------------------------------------------------------------

Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

THE OFFICE IS LOCATED AT:      MAIL TO:

   6546 Mercantile Way              Michigan Department of Consumer and Industry
   Lansing, MI 48910                Services Corporation, Securities and
   (517) 334-6300                   Land Development Bureau
                                    P.O. Box 30057
                                    Lansing, MI 48909-7557

                                     - 17 -



             1998 INFORMATION UPDATE - LIST OF ADDITIONAL DIRECTORS


NAME OF CORPORATION
                   -------------------------------------------------------------
                                                                 CID# 172136
- ---------------------------------------------------------------      -----------


NAME AND ADDRESS:

SALLIE F. SNYDER
22900 WEST EIGHT MILE ROAD, SOUTHFIELD, MICHIGAN 48034
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                                     - 18 -



- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
Date Received

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


- --------------------------------------------------------------------------------
Name
                  Ann J. Williams, Sr. Customer Specialist
Address           CT Corporation System
                  1635 Market Street
City              Philadelphia, PA 19103
- --------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                              CERTIFICATE OF MERGER
              For use by Parent and Subsidiary Profit Corporations
           (Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Certificate:

- --------------------------------------------------------------------------------
1.   a.   The name of each constituent corporation and its identification
          number is:
              __________________________________________________________

              __________________________________________________________

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

- --------------------------------------------------------------------------------
     b.   The name of the surviving corporation and its identification
          number is:
              __________________________________________________________

              __________________________________________________________

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

- --------------------------------------------------------------------------------
     c.   For each subsidiary corporation, state:

                               Number of outstanding   Number of shares owned by
Name of corporation            shares in each class    the parent corporation in
                                                       each class

Kean Acquisition Corporation   100 - Common Stock      100 - Common Stock

____________________________   _____________________   _________________________

____________________________   _____________________   _________________________

____________________________   _____________________   _________________________

____________________________   _____________________   _________________________

____________________________   _____________________   _________________________

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

                                     - 19 -



- --------------------------------------------------------------------------------
     d.   The manner and basis of converting the shares of each constituent
          corporation is as follows:

               At the Effective Time, each then issued and outstanding share,
               and each share held in the treasury, of the capital stock of Kean
               Acquisition Corporation shall be canceled. No shares or other
               securities or other obligations of Fabri-Steel Products
               Incorporated or any other corporation shall be issued in
               consideration for the cancellation of the shares of Kean
               Acquisition Corporation.

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

- --------------------------------------------------------------------------------
     e.   The amendments to the Articles of Incorporation of the surviving
          corporation to be effected by the merger are as follows:

               None


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

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

     f.   Other provisions with respect to the merger are as follows:

               At the Effective Time, the Articles of Incorporation of the
               surviving corporation shall be the Articles of Incorporation of
               Fabri-Steel Products Incorporated until thereafter amended as
               provided therein and by applicable law.

               At the Effective Time, the directors and officers of the
               surviving corporation shall be the directors and officers of
               Fabri-Steel Products Incorporated.

               At the Effective Time, the Bylaws of the surviving corporation
               shall be the bylaws of Fabri-Steel Products Incorporated until
               thereafter amended as provided therein and by law.

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


                                     - 20 -



- --------------------------------------------------------------------------------
2.   (Complete for any foreign corporation only)

     This merger is permitted by the laws of the State of     Delaware      ,the
                                                         -------------------
     jurisdiction under which          Kean Acquisition Corporation
                             ---------------------------------------------------
                                         (name of foreign corporation)

     is formed and the plan of merger was adopted and approved by such
     corporation pursuant to and in accordance with the laws of that
     jurisdiction.

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

- --------------------------------------------------------------------------------
5.   (Complete only if an effective date is desired other than the date of
     filing)

     The merger shall be effective on the ________ day of______________________,
     19__________.

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


                    Signed this 30/th/day of September, 1998

                                 Fabri-Steel Products Incorporated
                    ------------------------------------------------------------
                                   (Name of parent corporation)

                    By__________________________________________________________
                           (??? of President, Vice-President, Chairperson,
                                      or Vice-Chairperson)

                                      Rex A. Ogg, PresidentU
                    ------------------------------------------------------------
                                  (Type or Print Name and Title)


                                     - 21 -




                           CERTIFICATE OF DESIGNATION
                      OF 8% SERIES D SENIOR PREFERRED STOCK
                                       OF
                        FABRI-STEEL PRODUCTS INCORPORATED

          Fabri-Steel Products Incorporated, a Michigan corporation (hereinafter
called the "Corporation"), pursuant to the provisions of Section 450.1302 of the
Business Corporation Act of the State of Michigan, does hereby make this
Certificate of Designation under the corporate seal of the Corporation and does
hereby state and certify that pursuant to the authority expressly vested in the
Board of Directors of the Corporation by the Restated Articles of Incorporation
of the Corporation, dated March 25, 1998 (the "Articles of Incorporation"), the
Board of Directors has duly adopted the following resolutions:

          RESOLVED, that, pursuant to Article IV of the Articles of
Incorporation (which authorizes 5,000,000 shares of Preferred Stock, $.01 par
value per share, of which 2,369,897 shares are presently issued and
outstanding), the Board of Directors hereby fixes the designations and
preferences and relative, participating, optional and other special rights and
qualifications, limitations and restrictions of a series of Preferred Stock
consisting of 850,000 shares to be designated 8% Series D Cumulative Senior
Preferred Stock.

8% SERIES D CUMULATIVE SENIOR PREFERRED STOCK

          RESOLVED, that each share of the 8% Series D Cumulative Senior
Preferred Stock shall rank equally in all respects and shall be subject to the
following provisions:

               1.   Designation, Number of Shares. The fourth series of
               Preferred Stock shall be designated as the 8% Series D Cumulative
               Senior Preferred Stock ("Series D Senior Preferred Stock"), and
               the number of shares which shall constitute such series shall be
               850,000. The par value of the Series D Senior Preferred Stock
               shall be $.01 per share.

               2.   Accrual and Payment of Dividends

                    a.   The holders of Series D Senior Preferred Stock shall be
                    entitled to receive, when, as and if declared by the Board
                    of Directors out of funds of the Corporation legally
                    available therefor, cumulative cash dividends at the rate of
                    $8.00 per share per annum; provided, that such holders shall
                    not be entitled to receive, and the Series D Senior
                    Preferred Stock shall not accrue, dividends until after
                    April 1, 2001.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 1, 2002 and thereafter on the
                    first day of March (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend



                    payment payable on March 1, 2002 shall be calculated from
                    April 1, 2001 through March 1, 2002. Each such dividend on
                    Series D Senior Preferred Stock when paid shall be payable
                    to holders of record as they appear on the stock books of
                    the Corporation on the date established by the Board of
                    Directors of the Corporation as the record date for the
                    payment of such dividend (which record date shall not
                    precede the date upon which the resolution fixing such
                    record date is adopted and which record date shall be not
                    more than sixty days prior to such action). If no record
                    date is fixed, the record date for determining holders for
                    such purpose shall be at the close of business on the date
                    on which the Board of Directors adopts the resolution
                    relating to such dividend payment. Dividends with respect to
                    any shares of Series D Senior Preferred Stock shall accrue
                    (whether or not earned or declared) from April 1, 2001.

                    b.   Such dividends on the Series D Senior Preferred Stock
                    shall be cumulative, whether or not earned or declared, so
                    that if at any time full cumulative dividends at the rate
                    aforesaid on all shares of Series D Senior Preferred Stock
                    then outstanding to the end of the annual dividend period
                    next preceding such time shall not have been paid, the
                    amount of the deficiency shall be paid before any sum shall
                    be set aside for or applied by the Corporation to the
                    purchase, redemption or other acquisition for value of any
                    shares of Junior Stock (either pursuant to any applicable
                    sinking fund requirement or otherwise) or any dividend or
                    other distribution shall be paid or declared and set apart
                    for payment on any Junior Stock (other than a dividend
                    payable in Junior Stock); provided, however, that the
                    foregoing shall not prohibit the Corporation from
                    repurchasing shares of Junior Stock from a former employee
                    of the Corporation (or a subsidiary of the Corporation)
                    where such repurchase arises from the Corporation's option
                    to repurchase such shares upon termination of such
                    employee's employment with the Corporation (or a subsidiary)
                    pursuant to a written agreement between the Corporation and
                    such employee. Accrued dividends on the Series D Senior
                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the rate of
                    8% per annum.

                    c.   The right to receive dividends on the Series D Senior
                    Preferred Stock shall rank on parity with that of the
                    Corporation's 8% Series A Cumulative Senior Preferred Stock
                    ("Series A Senior Preferred Stock"). When dividends are not
                    paid in full upon the Series D Senior Preferred Stock and
                    any other stock ranking on a parity as to dividends with the
                    Series D Senior Preferred Stock, all



                    dividends paid upon shares of Series D Senior Preferred
                    Stock and any other stock ranking on a parity as to
                    dividends with the Series D Senior Preferred Stock shall be
                    paid pro rata so that in all cases the amount of dividends
                    paid per share on the Series D Senior Preferred Stock and
                    such other stock shall bear the same ratio that accrued
                    dividends per share on the shares of Series D Senior
                    Preferred Stock and such other stock bear to each other.
                    Except as provided in the preceding sentence, unless full
                    cumulative dividends on the Series D Senior Preferred Stock
                    have been paid, no dividends shall be declared or paid or
                    set aside for payment upon any other stock of the
                    Corporation ranking on a parity with the Series D Senior
                    Preferred Stock as to dividends.

                    d.   An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3.   Preference on Liquidation

                    a.   Except as otherwise provided in Article IV.B(3)(a) of
                    the Articles of Incorporation, in the event that the
                    Corporation shall be liquidated, dissolved or wound up,
                    whether voluntarily or involuntarily, after all creditors of
                    the Corporation shall have been paid in full, the holders of
                    the Series D Senior Preferred Stock shall be entitled to
                    receive, out of the assets of the Corporation legally
                    available for distribution to its stockholders, whether from
                    capital, surplus or earnings, before any amount shall be
                    paid to the holders of any shares of Junior Stock, an amount
                    equal to $100 in cash per share plus an amount equal to full
                    cumulative dividends (whether or not earned or declared)
                    accrued and unpaid thereon (including Additional Dividends)
                    to the date of final distribution, and no more. Series D
                    Senior Preferred Stock shall rank on parity with the Series
                    A Senior Preferred Stock with respect to receiving any
                    amount as a result of a liquidation, distribution of assets,
                    dissolution or winding up of the Corporation. If upon any
                    liquidation, dissolution or winding up of the Corporation,
                    the net assets of the Corporation shall be insufficient to
                    pay the holders of all outstanding shares of Series D Senior
                    Preferred Stock and of any shares of stock ranking on a
                    parity with the Series D Senior Preferred Stock the full
                    amounts to which they respectively shall be entitled, such
                    assets, or the proceeds thereof, shall be distributed
                    ratably among the holders of the Series D Senior Preferred
                    Stock and of any shares of stock ranking on a parity with
                    the Series D Senior Preferred Stock. Holders of Series D
                    Senior Preferred Stock shall not be entitled, upon the
                    liquidation, dissolution or winding up of the Corporation,
                    to receive any amounts with



                    respect to such stock other than the amounts referred to in
                    this Section (3)(a).

                    b.   Neither the purchase nor redemption by the
                    Corporation of shares of any class of stock in any manner
                    permitted by the Articles of Incorporation or any amendment
                    thereof, nor the merger or consolidation of the Corporation
                    with or into any other corporation or corporations, nor a
                    sale, transfer or lease of all or substantially all of the
                    Corporation's assets shall be deemed to be a liquidation,
                    dissolution or winding up of the Corporation for the
                    purposes of this Section (3); provided, however, that any
                    consolidation or merger of the Corporation in which the
                    Corporation is not the surviving entity shall be deemed to
                    be a liquidation, dissolution or winding up of the affairs
                    of the Corporation within the meaning of this Section (3)
                    if, (A) in connection therewith, the holders of Common Stock
                    of the Corporation receive as consideration, whether in
                    whole or in part, for such Common Stock (1) cash, (2) notes,
                    debentures or other evidences of indebtedness or obligations
                    to pay cash or (3) preferred stock of the surviving entity
                    (whether or not the surviving entity is the Corporation)
                    which ranks on a parity with or senior to the preferred
                    stock received by holders of the Series D Senior Preferred
                    Stock with respect to liquidation or dividends or (B) the
                    holders of the Series D Senior Preferred Stock do not
                    receive preferred stock of the surviving entity with rights,
                    powers and preferences equal to (or more favorable to the
                    holders than) the rights, powers and preferences of the
                    Series D Senior Preferred Stock.

               4.   Redemption.

                    a.   Mandatory Redemption. All outstanding shares of the
                    Series D Senior Preferred Stock shall be redeemed from funds
                    legally available therefor on May 1, 2018 (the "Mandatory
                    Redemption Date"), at a price per share equal to $100 plus
                    an amount per share equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends) to the Mandatory
                    Redemption Date. The holders of the Series D Senior
                    Preferred Stock shall be paid in full in accordance with
                    this Section 4(a) prior to any payment made to the holders
                    of any outstanding shares of (w) the Corporation's 12%
                    Series E Cumulative Junior Preferred Stock, par value $.01
                    per share (the "Series E Junior Preferred Stock"), (x) the
                    Corporation's 12% Series B Cumulative Junior Preferred
                    Stock, par value $.01 per share (the "Series B Junior
                    Preferred Stock"), (y) the Corporation's 12% Series C
                    Cumulative Junior Preferred Stock, par value $.01 per share
                    (the "Series C Junior Preferred Stock")



                    and (z) any other of the Corporation's Junior Stock,
                    pursuant to the respective mandatory redemption terms (if
                    any) of such stock.

                    b.   Optional Redemption. The Series D Senior Preferred
                    Stock may be redeemed from funds legally available therefor,
                    in whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends as defined in
                    the Articles of Incorporation) to the date of redemption
                    (the "Optional Redemption Date).

                    c.   The aggregate amount of the redemption pursuant to
                    Section (4)(a) for a Mandatory Redemption or Section (4)(b)
                    for an Optional Redemption is hereinafter referred to as the
                    "Redemption Price" with respect to such redemption. As used
                    herein, "Mandatory Redemption Date" and "Optional Redemption
                    Date" shall hereinafter sometimes be referred to as the
                    "Redemption Date".

               5.   Redemption Procedure

                    a.   A redemption pursuant to Section (4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Section (5).

                    b.   Notice of the redemption of Series D Senior Preferred
                    Stock pursuant to Section (4) shall be given by mail not
                    less than ten (10) days prior to the applicable Redemption
                    Date. If less than all the outstanding Series D Senior
                    Preferred Stock is to be redeemed, the selection of shares
                    for redemption shall be made pro rata and the notice of
                    redemption to a holder shall state the number of shares of
                    Series D Senior Preferred Stock of such holder to be
                    redeemed. The amount of the Redemption Price shall be
                    deposited on or before the Redemption Date in trust for the
                    account of the holders of Series D Senior Preferred Stock
                    entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Section (5) referred
                    to as the "date of deposit").

                    c.   Notice of the date on which, and the name and address
                    of the bank or trust company with which, the deposit has
                    been or will be made shall be included in the notice of
                    redemption. On and after the applicable Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Redemption Price
                    pursuant to the notice of redemption), or if the



                    Corporation shall make such deposit on or before the date
                    specified therefor in the notice of redemption, then on and
                    after the date of deposit (provided notice of redemption has
                    been duly given), all dividends on the Series D Senior
                    Preferred Stock so called for redemption shall cease to
                    accrue and, notwithstanding that any certificate for shares
                    of Series D Senior Preferred Stock is not surrendered for
                    cancellation, the shares represented thereby shall no longer
                    be deemed outstanding and all rights of the holders thereof
                    as stockholders of the Corporation with respect to such
                    shares shall cease and terminate, except the right to
                    receive the Redemption Price as hereinafter provided.

                    d.   At any time on or after the applicable Redemption Date,
                    or if the Corporation shall deposit the money for such
                    redemption prior to the applicable Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the applicable Redemption
                    Date, the holders of record of the Series D Senior Preferred
                    Stock to be redeemed shall be entitled to receive the
                    Redemption Price upon actual delivery to the bank or trust
                    company with which such deposit shall be made of
                    certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Redemption Price.

                    e.   Any money so deposited which shall remain unclaimed by
                    the holders of such Series D Senior Preferred Stock at the
                    end of two (2) years after the applicable Redemption Date
                    shall be paid by such bank or trust company to the
                    Corporation, which shall thereafter, to the extent of the
                    money so repaid, be liable for the payment of the Redemption
                    Price. Any interest accrued on money so deposited shall be
                    paid to the Corporation from time to time.

               6.   Voting. Except as required by law and except for any voting
               by the holders of the Series D Senior Preferred Stock as part of
               a separate class or series pursuant to Section (7) hereunder or
               any other provision of the Corporation's Articles of
               Incorporation, no holder of Series D Senior Preferred Stock, as
               such holder, shall be entitled to vote on any matter submitted to
               a vote of stockholders. On any matters on which the holders of
               the Series D Senior Preferred Stock shall be entitled to vote,
               they shall be entitled to one vote for each share held.

               7.   Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Series D Senior Preferred Stock
               or the vote of



               the holders of all of the outstanding shares of Series D Senior
               Preferred Stock at a meeting of the holders of Series D Senior
               Preferred Stock called for such purpose, the Corporation shall
               not amend, alter or repeal any provision of the Corporation's
               Articles of Incorporation so as to adversely affect the rights
               and preferences of the Series D Senior Preferred Stock including
               any change to the dividend payable on the Series D Senior
               Preferred Stock; provided, further, that in no event will the
               issuance of any series of Preferred Stock that is on a parity
               with or junior to the Series D Senior Preferred Stock or has a
               redemption date earlier than the Series D Senior Preferred Stock
               be deemed to adversely affect the rights and preferences of the
               Series D Senior Preferred Stock.

               8.   Acknowledgement. Each holder of Series D Senior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

               9.   Definitions

                    The following terms, when used in this Section A, shall have
                    the meanings set forth below:

                    a.   As used herein, the amount of dividends "accrued" on
                    any share of Series D Senior Preferred Stock as at any date
                    shall be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                    b.   "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c.   "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series D Senior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Series B Junior Preferred Stock, the Series C
                    Junior Preferred Stock of the Corporation, the Series E
                    Junior Preferred Stock, the Class A Common Stock of the
                    Corporation, par value $.01 per share and the Class B Common
                    Stock of the Corporation, par value $.01 per share (except
                    as otherwise provided in Article IV.B(3) of the Articles of
                    Incorporation).



                    d.   "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.



          IN WITNESS WHEREOF, Fabri-Steel Products Incorporated has caused this
Certificate of Designation to be signed by its President, and attested by its
Secretary, this ___ day of March, 1999.

ATTEST:                                 FABRI-STEEL PRODUCTS INCORPORATED


- -----------------------------------     ----------------------------------------
Secretary                               Senior Vice President and
                                        Chief Financial Officer



                           CERTIFICATE OF DESIGNATION
                     OF 12% SERIES E JUNIOR PREFERRED STOCK
                                       OF
                        FABRI-STEEL PRODUCTS INCORPORATED

          Fabri-Steel Products Incorporated, a Michigan corporation (hereinafter
called the "Corporation"), pursuant to the provisions of Section 450.1302 of the
Business Corporation Act of the State of Michigan, does hereby make this
Certificate of Designation under the corporate seal of the Corporation and does
hereby state and certify that pursuant to the authority expressly vested in the
Board of Directors of the Corporation by the Restated Articles of Incorporation
of the Corporation, dated March 25, 1998 (the "Articles of Incorporation"), the
Board of Directors has duly adopted the following resolutions:

          RESOLVED, that, pursuant to Article IV of the Articles of
Incorporation (which authorizes 5,000,000 shares of Preferred Stock, $.01 par
value per share, of which 2,369,897 shares are presently issued and
outstanding), the Board of Directors hereby fixes the designations and
preferences and relative, participating, optional and other special rights and
qualifications, limitations and restrictions of a series of Preferred Stock
consisting of 65,000 shares to be designated 12% Series E Cumulative Junior
Preferred Stock.

12% SERIES E CUMULATIVE JUNIOR PREFERRED STOCK

          RESOLVED, that each share of the 12% Series E Cumulative Junior
Preferred Stock shall rank equally in all respects and shall be subject to the
following provisions:

               1.   Designation, Number of Shares. The fifth series of Preferred
               Stock shall be designated as the 12% Series E Cumulative Junior
               Preferred Stock ("Series E Junior Preferred Stock"), and the
               number of shares which shall constitute such series shall be
               65,000. The par value of the Series E Junior Preferred Stock
               shall be $.01 per share.

               2.   Accrual and Payment of Dividends

                    a.   The holders of Series E Junior Preferred Stock shall be
                    entitled to receive, when, as and if declared by the Board
                    of Directors out of funds of the Corporation legally
                    available therefor, cumulative cash dividends at the rate of
                    $12.00 per share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 1, 1999 and thereafter on the
                    first day of March (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend



                    payment payable on March 1, 1999 shall be calculated from
                    the date of original issuance through March 1, 1999. Each
                    such dividend on Series E Junior Preferred Stock when paid
                    shall be payable to holders of record as they appear on the
                    stock books of the Corporation on the date established by
                    the Board of Directors of the Corporation as the record date
                    for the payment of such dividend (which record date shall
                    not precede the date upon which the resolution fixing such
                    record date is adopted and which record date shall be not
                    more than sixty days prior to such action). If no record
                    date is fixed, the record date for determining holders for
                    such purpose shall be at the close of business on the date
                    on which the Board of Directors adopts the resolution
                    relating to such dividend payment. Dividends with respect to
                    any shares of Series E Junior Preferred Stock shall accrue
                    (whether or not earned or declared) from the date of issue
                    of such shares.

                    b.   Such dividends on the Series E Junior Preferred Stock
                    shall be cumulative, whether or not earned or declared, so
                    that if at any time full cumulative dividends at the rate
                    aforesaid on all shares of Series E Junior Preferred Stock
                    then outstanding to the end of the annual dividend period
                    next preceding such time shall not have been paid, the
                    amount of the deficiency shall be paid before any sum shall
                    be set aside for or applied by the Corporation to the
                    purchase, redemption or other acquisition for value of any
                    shares of Junior Stock (either pursuant to any applicable
                    sinking fund requirement or otherwise) or any dividend or
                    other distribution shall be paid or declared and set apart
                    for payment on any Junior Stock (other than a dividend
                    payable in Junior Stock); provided, however, that the
                    holders of the Series E Junior Preferred Stock shall not be
                    entitled to any amount pursuant to this Section (2)(b)
                    unless the holders of (x) the Corporation's 8% Series A
                    Cumulative Senior Preferred Stock, par value $.01 per share
                    ("Series A Senior Preferred Stock"), shall have been paid in
                    full in accordance with Article IV.B(2) of the Articles of
                    Incorporation, (y) the Corporation's 8% Series D Cumulative
                    Senior Preferred Stock, par value $.01 per share ("Series D
                    Senior Preferred Stock"), shall have been paid in full in
                    accordance with Section 2 of the Certificate of Designation
                    of 8% Series D Senior Preferred Stock of the Corporation
                    dated March ___, 1999 (the "Certificate of Designation"),
                    and (z) and any other series senior to the Series E Junior
                    Preferred Stock with respect to dividends shall have been
                    paid in full in accordance with its terms; provided,
                    further, that the foregoing shall not prohibit the
                    Corporation from repurchasing shares of Junior Stock from a
                    former employee of the Corporation (or a subsidiary of the
                    Corporation) where such repurchase arises from the
                    Corporation's option to repurchase such shares upon
                    termination of such employee's employment with the
                    Corporation



                    (or a subsidiary) pursuant to a written agreement between
                    the Corporation and such employee. Accrued dividends on the
                    Junior Preferred Stock if not paid on the first or any
                    subsequent Dividend Accrual Date following accrual shall
                    thereafter accrue additional dividends in respect thereof
                    (the "Additional Dividends"), compounded annually, at the
                    rate of 12% per annum.

                    c.   The right to receive dividends on the Series E Junior
                    Preferred Stock shall rank on parity with that of the
                    Corporation's 12% Series B Cumulative Junior Preferred
                    Stock, par value $.01 per share ("Series B Junior Preferred
                    Stock"), and the Corporation's 12% Series C Cumulative
                    Junior Preferred Stock, par value $.01 per share ("Series C
                    Junior Preferred Stock"). When dividends are not paid in
                    full upon the Series E Junior Preferred Stock and any other
                    stock ranking on a parity as to dividends with the Series E
                    Junior Preferred Stock, all dividends paid upon shares of
                    Series E Junior Preferred Stock and any other stock ranking
                    on a parity as to dividends with the Series E Junior
                    Preferred Stock shall be paid pro rata so that in all cases
                    the amount of dividends paid per share on the Series E
                    Junior Preferred Stock and such other stock shall bear the
                    same ratio that accrued dividends per share on the shares of
                    Series E Junior Preferred Stock and such other stock bear to
                    each other. Except as provided in the preceding sentence,
                    unless full cumulative dividends on the Series E Junior
                    Preferred Stock have been paid, no dividends shall be
                    declared or paid or set aside for payment upon any other
                    stock of the Corporation ranking on a parity with the Series
                    E Junior Preferred Stock as to dividends.

                    d.   An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3.   Preference on Liquidation

                    a.   Except as otherwise provided in Article IV.B(3)(a) of
                    the Articles of Incorporation, in the event that the
                    Corporation shall be liquidated, dissolved or wound up,
                    whether voluntarily or involuntarily, after all creditors of
                    the Corporation shall have been paid in full, the holders of
                    the Series E Junior Preferred Stock shall be entitled to
                    receive, out of the assets of the Corporation legally
                    available for distribution to its stockholders, whether from
                    capital, surplus or earnings, before any amount shall be
                    paid to the holders of any shares of Junior Stock, an amount
                    equal to $100 in cash per share plus an amount equal to full
                    cumulative dividends (whether or not earned or declared)
                    accrued and unpaid thereon (including Additional Dividends)
                    to the date of final distribution, and no



                    more; provided, however, that the holders of the Series E
                    Junior Preferred Stock shall not be entitled to any amount
                    pursuant to this Section (3) unless the holders of Series A
                    Senior Preferred Stock shall have been paid in full in
                    accordance with Article IV.B(3) of the Articles of
                    Incorporation, the holders of Series D Senior Preferred
                    Stock shall have been paid in full in accordance with
                    Section 3(a) of the Series D Certificate of Designation, and
                    any other series senior to the Series E Junior Preferred
                    Stock upon the liquidation, distribution of assets,
                    dissolution or winding-up of the Corporation shall have been
                    paid in full in accordance with its terms. Series E Junior
                    Preferred Stock shall rank on parity with the Series B
                    Junior Preferred Stock and Series C Junior Preferred Stock
                    with respect to receiving any amount as a result of a
                    liquidation, distribution of assets, dissolution or winding
                    up of the Corporation. If upon any liquidation, dissolution
                    or winding up of the Corporation, the net assets of the
                    Corporation shall be insufficient to pay the holders of all
                    outstanding shares of Series E Junior Preferred Stock and of
                    any shares of stock ranking on a parity with the Series E
                    Junior Preferred Stock the full amounts to which they
                    respectively shall be entitled, such assets, or the proceeds
                    thereof, shall be distributed ratably among the holders of
                    the Series E Junior Preferred Stock and of any shares of
                    stock ranking on a parity with the Series E Junior Preferred
                    Stock. Holders of Series E Junior Preferred Stock shall not
                    be entitled, upon the liquidation, dissolution or winding up
                    of the Corporation, to receive any amounts with respect to
                    such stock other than the amounts referred to in this
                    Section (3)(a).

                    b.   Neither the purchase nor redemption by the Corporation
                    of shares of any class of stock in any manner permitted by
                    the Articles of Incorporation or any amendment thereof, nor
                    the merger or consolidation of the Corporation with or into
                    any other corporation or corporations, nor a sale, transfer
                    or lease of all or substantially all of the Corporation's
                    assets shall be deemed to be a liquidation, dissolution or
                    winding up of the Corporation for the purposes of this
                    Section (3); provided, however, that any consolidation or
                    merger of the Corporation in which the Corporation is not
                    the surviving entity shall be deemed to be a liquidation,
                    dissolution or winding up of the affairs of the Corporation
                    within the meaning of this Section (3) if, (A) in connection
                    therewith, the holders of Common Stock of the Corporation
                    receive as consideration, whether in whole or in part, for
                    such Common Stock (1) cash, (2) notes, debentures or other
                    evidences of indebtedness or obligations to pay cash or (3)
                    preferred stock of the surviving entity (whether or not the
                    surviving entity is the Corporation) which ranks on a parity
                    with or senior to the preferred stock received by holders of
                    the Series E



                    Junior Preferred Stock with respect to liquidation or
                    dividends or (B) the holders of the Series E Junior
                    Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series E Junior Preferred
                    Stock.

               4.   Redemption.

                    a.   Mandatory Redemption. All outstanding shares of the
                    Series E Junior Preferred Stock shall be redeemed from funds
                    legally available therefor on May 1, 2018 (the "Mandatory
                    Redemption Date"), at a price per share equal to $100 plus
                    an amount per share equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends) to the Mandatory
                    Redemption Date; provided, however, that the holders of the
                    Series E Junior Preferred Stock shall not be entitled to any
                    amount pursuant to this Section (4)(a) unless the holders of
                    the outstanding shares of (x) the Series A Senior Preferred
                    Stock shall have been paid in full in accordance with
                    Article IV.C(4)(a) of the Articles of Incorporation, (y) the
                    Series D Senior Preferred Stock shall have been paid in full
                    in accordance with Section 4(a) of the Series D Certificate
                    of Designation and (z) any other series senior to the Series
                    E Junior Preferred Stock as to dividends or distributions or
                    upon the liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation shall have been paid in full
                    in accordance with the mandatory redemption terms (if any)
                    governing such stock; provided, further, that the rights of
                    the holders of the Series E Junior Preferred Stock to
                    receive amounts pursuant to this Section (4)(a) shall rank
                    on parity with the respective mandatory redemption rights
                    (if any) of any outstanding shares of Series B Junior
                    Preferred Stock, Series C Junior Preferred Stock or any
                    other stock ranking on parity with the Series E Junior
                    Preferred Stock as to dividends or distributions or upon the
                    liquidation, distribution of assets, dissolution or
                    winding-up of the Corporation.

                    b.   Optional Redemption. The Series E Junior Preferred
                    Stock may be redeemed from funds legally available therefor,
                    in whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends as defined in
                    the Articles of Incorporation) to the date of redemption
                    (the "Optional Redemption Date).



                    c.   The aggregate amount of the redemption pursuant to
                    Section (4)(a) for a Mandatory Redemption or Section (4)(b)
                    for an Optional Redemption is hereinafter referred to as the
                    "Redemption Price" with respect to such redemption. As used
                    herein, "Mandatory Redemption Date" and "Optional Redemption
                    Date" shall hereinafter sometimes be referred to as the
                    "Redemption Date."

               5.   Redemption Procedure

                    a.   A redemption pursuant to Section (4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Section (5).

                    b.   Notice of the redemption of Series E Junior Preferred
                    Stock pursuant to Section (4) shall be given by mail not
                    less than ten (10) days prior to the applicable Redemption
                    Date. If less than all the outstanding Series E Junior
                    Preferred Stock is to be redeemed, the selection of shares
                    for redemption shall be made pro rata and the notice of
                    redemption to a holder shall state the number of shares of
                    Series E Junior Preferred Stock of such holder to be
                    redeemed. The amount of the Redemption Price shall be
                    deposited on or before the Redemption Date in trust for the
                    account of the holders of Series E Junior Preferred Stock
                    entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Section (5) referred
                    to as the "date of deposit").

                    c.   Notice of the date on which, and the name and address
                    of the bank or trust company with which, the deposit has
                    been or will be made shall be included in the notice of
                    redemption. On and after the applicable Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Redemption Price
                    pursuant to the notice of redemption), or if the Corporation
                    shall make such deposit on or before the date specified
                    therefor in the notice of redemption, then on and after the
                    date of deposit (provided notice of redemption has been duly
                    given), all dividends on the Series E Junior Preferred Stock
                    so called for redemption shall cease to accrue and,
                    notwithstanding that any certificate for shares of Series E
                    Junior Preferred Stock is not surrendered for cancellation,
                    the shares represented thereby shall no longer be deemed
                    outstanding and all rights of the holders thereof as
                    stockholders of the Corporation with respect to such shares
                    shall cease and terminate, except the right to receive the
                    Redemption Price as hereinafter provided.



                    d.   At any time on or after the applicable Redemption Date,
                    or if the Corporation shall deposit the money for such
                    redemption prior to the applicable Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the applicable Redemption
                    Date, the holders of record of the Series E Junior Preferred
                    Stock to be redeemed shall be entitled to receive the
                    Redemption Price upon actual delivery to the bank or trust
                    company with which such deposit shall be made of
                    certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Redemption Price.

                    e.   Any money so deposited which shall remain unclaimed by
                    the holders of such Series E Junior Preferred Stock at the
                    end of two (2) years after the applicable Redemption Date
                    shall be paid by such bank or trust company to the
                    Corporation, which shall thereafter, to the extent of the
                    money so repaid, be liable for the payment of the Redemption
                    Price. Any interest accrued on money so deposited shall be
                    paid to the Corporation from time to time.

               6.   Voting. Except as required by law and except for any voting
               by the holders of the Series E Junior Preferred Stock as part of
               a separate class or series pursuant to Section (7) hereunder or
               any other provision of the Corporation's Articles of
               Incorporation, no holder of Series E Junior Preferred Stock, as
               such holder, shall be entitled to vote on any matter submitted to
               a vote of stockholders. On any matters on which the holders of
               the Series E Junior Preferred Stock shall be entitled to vote,
               they shall be entitled to one vote for each share held.

               7.   Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Series E Junior Preferred Stock
               or the vote of the holders of all of the outstanding shares of
               Series E Junior Preferred Stock at a meeting of the holders of
               Series E Junior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Corporation's Articles of Incorporation so as to adversely affect
               the rights and preferences of the Series E Junior Preferred Stock
               including any change to the dividend payable on the Series E
               Junior Preferred Stock; provided, further, that in no event will
               the issuance of any series of Preferred Stock that is senior to,
               on a parity with or junior to the Series E Junior Preferred Stock
               or has a redemption date earlier than the Series E Junior
               Preferred Stock be deemed to adversely affect the rights and
               preferences of the Series E Junior Preferred Stock.



               8.   Acknowledgement. Each holder of Series E Junior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

               9.   Definitions

                    The following terms, when used in this Section A, shall have
                    the meanings set forth below:

                    a.   As used herein, the amount of dividends "accrued" on
                    any share of Series E Junior Preferred Stock as at any date
                    shall be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                    b.   "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c.   "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series E Junior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Class A Common Stock of the Corporation, par
                    value $.01 per share and the Class B Common Stock of the
                    Corporation, par value $.01 per share (except as otherwise
                    provided in Article IV.B(3) of the Articles of
                    Incorporation).

                    d.   "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

          IN WITNESS WHEREOF, Fabri-Steel Products Incorporated has caused this
Certificate of Designation to be signed by its President, and attested by its
Secretary, this ___ day of March ___, 1999.

ATTEST:                                 FABRI-STEEL PRODUCTS INCORPORATED


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



Secretary                               Senior Vice President and
                                        Chief Financial Officer




                         CORPORATION INFORMATION UPDATE
                                      1999

[ ] To certify there are no changes from your previous filing check this box and
sign the form at the bottom.
================================================================================
                               FOR BUREAU USE ONLY
================================================================================
                        RETURN TO:
                           MICHIGAN DEPARTMENT OF CONSUMER AND
        172136             INDUSTRY SERVICES CORPORATION, SECURITIES
                           AND LAND DEVELOPMENT BUREAU
IDENTIFICATION NUMBER      P.O. BOX 30702
                           LANSING MI 48909-8202
- --------------------------------------------------------------------------------
Corporate Name and Mailing Address

   FABRI-STEEL PRODUCTS INCORPORATED
   22900 WEST EIGHT MILE
   SOUTHFIELD  MI  48034

- --------------------------------------------------------------------------------
Registered Office Address in Michigan -
NO., STREET, CITY, ZIP                              Resident Agent
   22900 WEST EIGHT MILE                               LESLIE A GARVIE
   SOUTHFIELD 48034
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
If there are changes from your previous filing, you must complete Items 1
through 5.
- --------------------------------------------------------------------------------
1. Mailing address of registered office if           2. Resident Agent if
   different than preprinted information above          different than above
      22100 Trolley Industrial Drive                        David Sickels
      Taylor, Michigan  48180
- --------------------------------------------------------------------------------
3. Address of registered office if different than preprinted information above
   - NO., STREET, CITY, ZIP
      22100 Trolley Industrial Drive
      Taylor, Michigan  48180
- --------------------------------------------------------------------------------
4. Describe the general nature and kind of business in which the corporation is
   engaged:

      Manufacturer of Specialty Fastener Systems and Supporting Services.
- --------------------------------------------------------------------------------
5.                                     NAME       BUSINESS OF RESIDENCE ADDRESS
- --------------------------------------------------------------------------------
           President (Required)                   22100 Trolley Industrial Drive
                                                  Taylor, Michigan  48190
                                Rex Ogg
- --------------------------------------------------------------------------------
           Vice President
                                Mark MacGuidwin              (SAME)
   If      ---------------------------------------------------------------------
different  Secretary (Required)
  than                          David Sickels                (SAME)
President  ---------------------------------------------------------------------
           Treasurer (Required)
                                Mark MacGuidwin
- --------------------------------------------------------------------------------
   If      Director
different  ---------------------------------------------------------------------
  than     Director
 Offices   ---------------------------------------------------------------------
           Director
- --------------------------------------------------------------------------------
 The corporation states that the address of its      Enclose $15.00 made payable
 registered agent are identical. Any changes were    to the State of Michigan.
 authorized by resolution duly adopted by its board  This report must be filed
 of directors.                                       on or before May 15
- --------------------------------------------------------------------------------
Signature of an authorized officer or            Title              Date
agent of the corporation

- --------------------------------------------------------------------------------
Required by Section 911, Act 284, Public Acts of 1972, as amended. Failure to
file this report may result in the dissolution of the corporation.

================================================================================
GOLD SEAL APPEARS ONLY ON ORIGINAL



                                                                
- ----------------------------------------------------------------------------------------------------------
                           MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
                              CORPORATION, SECURITIES AND DEVELOPMENT BUREAU
- ----------------------------------------------------------------------------------------------------------
Date Received                                                    (FOR BUREAU USE ONLY)

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

- ---------------------------------------------------
- -------------------------------------------------
Name
      Ann J. Williams, C T Corporation System
- ------------------------------------------------
Address
         1635 Market Street, Suite 1120
- ------------------------------------------------
City                  State        Zip Code
      Philadelphia    PA           19103            EFFECTIVE DATE:
- ------------------------------------------------   -------------------------------------------------------
'd' Document will be returned to the name and address you ender above 'd'
                CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
               For use by Domestic and Foreign Corporations and Limited Liability Companies
                        (Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts
of 1982 (nonprofit) corporations), or Act 23, Public Acts of 1993 (limited liability companies), the
undersigned corporation or limited liability company executes the following Certificate:
- ----------------------------------------------------------------------------------------------------------
1.  The name of the corporation or limited liability company is:

           Fabri-Steel Products Incorporation
    ------------------------------------------------------------------------------------------------------

2.  The identification number assigned by the Bureau is:              ---------------
                                                                      172-136
                                                                      ---------------

3.  a.  The name of the resident agent on  file with the Bureau is: David Sickels
                                                                    ----------------------------------

    b.  The location of the registered office on file with the Bureau is:

        22100 Trolley Industrial Dr.      Taylor                      Michigan  48180
        -------------------------------------------,                            ----------------------
        (Street Address)                  (City)                                            (Zip Code)

     c. The mailing address of the above registered office on file with the Bureau is:

                                                                      Michigan
        -------------------------------------------,                            ----------------------
         (Street Address or P.O. Box)      (City)                                           (Zip Code)

- ----------------------------------------------------------------------------------------------------------
               ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
- ----------------------------------------------------------------------------------------------------------
4.  a.  The name of the resident agent is: Rex. A. Ogg
                                          --------------              ----------------------------
    b.  The address of the registered office is:

        22100 Trolley Industrial Drive     Taylor                     Michigan  48180
        -------------------------------------------,                            ----------------------
         (Street Addresa)                  (City)                                           (Zip Code)

    c. The mailing address of the registered office IF DIFFERENT THAN 4B is:

                                                                      Michigan
        -------------------------------------------,                            ----------------------
         (Street Address or P.O. Box)       (City)                                          (Zip Code)

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

- ----------------------------------------------------------------------------------------------------------
5.  The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: Its board of
    directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered
    office is changed, in which case a copy of this statement has been mailed to the corporation; 3.
    LIMITED LIABILITY COMPANIES; an operating agreement, affirmative vote of a majority of the members
    pursuant to section 502(1), managers pursuant to section 405, or othe resident agent if only the
    address of the registered office is changed. The corporation or limited liability company further
    states that the address of its registered office and the address of its resident agent, as changed,
    are identical.

- ----------------------------------------------------------------------------------------------------------
Signature                           Type or Print Name and Title                    Date Signed

                                    Rex A. Ogg/Resident Agent

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



================================================================================
GOLD SEAL APPEARS ONLY ON ORIGINAL



                                              
- ----------------------------------------------------------------------------------------------------------
                           MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
                              CORPORATION, SECURITIES AND DEVELOPMENT BUREAU
- ----------------------------------------------------------------------------------------------------------
Date Received                                (FOR BUREAU USE ONLY)

                                       This document is effective on the date filed, unless a subsequent
                                       effective date within 90 days after received date is stated in the
- -------------------------              document.

- ------------------------------------------------
- ---------------------------------------------
Steven Zimmer - CT Corporation System
Seven Penn Center
1635 Market Street
Philadelphia, PA 19103

- -------------------------------------------------  -------------------------------------------------------
'd' Document  will be returned to the name and      EFFECTIVE DATE:
address you enter above 'd'                        -------------------------------------------------------
  If left blank document will be mailed to          Expiration date for new assumed names the registered
                                                    office December 31
                                                   -------------------------------------------------------
                                                    Expiration date for transferred assumed names appear
                                                    in item 6
                                                   -------------------------------------------------------


                                           CERTIFICATE OF MERGER
              Cross Entity Merger for use by Profit Corporations, Limited Liability Companies
                                         and Limited Partnerships

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts
of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the
undersigned entities execute the following Certificate of Merger.
- ----------------------------------------------------------------------------------------------------------
1.  The Plan of Merger (Consolidation) is as follows:      ---------------------
                                                           290-93A
                                                           ---------------------
    a. The name of each constituent entity and its
       identification number is:

       Fabri-Steel Acquisition Corp.
       -------------------------------------------------

       Fabri-Steel Products Incorporated                   ---------------------
       -------------------------------------------------   172-136
                                                           ---------------------

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

    b. The name of the surviving (new) entity and its
       identification number is:
                                                           ---------------------
       Fabri-Steel Products Incorporated                   172-136
       -------------------------------------------------   ---------------------

    Corporations and Limited Liability Companies provide the street address of
    the survivor's principal place of business:

       22100 Trolley Industrial Drive, Taylor, MI
    ----------------------------------------------------------------------------

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

- ----------------------------------------------------------------------------------------------------------
2.  (Complete only if an effective date is desired other than the date of filing. The
    date must be no more than 90 days after the receipt of this document in this office.)

    The merger (consolidation) shall be effective on the 17/th/ day of March, 2000.

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



================================================================================
GOLD SEAL APPEARS ONLY ON ORIGINAL




3.  Complete for Profit Corporations only
                                                                   
- ----------------------------------------------------------------------------------------------------------
For each constituent stock corporation, state:

                             Designation and
                           number of outstanding     Indicate class or        Indicate class
                           shares in each class      series of shares       or series entitled
   Name of corporation         or series             entitled to vote       to vote as a calss

- -----------------------    ---------------------    -------------------    ----------------------
                                SEE ATTACHED
- -----------------------    ---------------------    -------------------    ----------------------

   If the number of shares is subject to change prior to the effective date of the merger or
   consolidation, the manner in which the change may occur is as as follows:
- ----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------
The manner and basis of converting shares are as follows:

   Each of the issued and outstanding shares of Fabri-Steel Acquisition Corp., common stock shall be
   converted into and become one duly authorized, validly issued, fully paid and nonassessable share of
   Fabri-Steel Products Incorporated common tock (Class A).

   No amendment or restatement of articles.

   The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost,
   to any shareholder of any constituent profit corporation.
- ----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------
   The merger is permitted by the state or country under whose law it is incorporated and each foreign
   corporation has complied with that law in effecting the merger
- ----------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------
   (Complete either Section(a) or (b) for each corporation)
     a)  The Plan of Merger was approved by the majority consent of the incorporators of _________________
     _____________________________________, a Michigan corporation which has not commenced business,  has
     not issued any shares, and has not elected a Board of Directors.

    -------------------------------------------------   -------------------------------------------------
    (Signature of incorporator)  (Type or Print Name)   (Signature of incorporator)  (Type or Print Name)

    -------------------------------------------------   -------------------------------------------------
    (Signature of incorporator)  (Type or Print Name)   (Signature of incorporator)  (Type or Print Name)

     b)  The plan of merger was approved by :
     [X]  the Board of Directors of FABRI-STEEL PRODUCTS INCORPORATED, the surviving Michigan corporation
          without approval of the shareholders in accordance with Section 703a of the Act.

     [X]  the Board of Directors and the shareholders of the following Michigan corporation(s) in
          accordance with Section 703a of the Act.

        FABRI-STEEL ACQUISITION CORP.
     -----------------------------------------------------------------------------------------------------

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

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

     By                                                By
        --------------------------------------------      -----------------------------------------------
         (Signature of Authorized Officer or Agent)          (Signature of Authorized Officer or Agent)

        --------------------------------------------       ----------------------------------------------
                   (Type or print name)                                  (Type or print name)

          Fabri-Steel Acquisition Corp.                  Fabri-Steel Products Incorporated
        --------------------------------------------   --------------------------------------------------
                  (Name of Corporation)                                  (Name of Corporation)
- ----------------------------------------------------------------------------------------------------------


================================================================================
GOLD SEAL APPEARS ONLY ON ORIGINAL



                       ATTACHMENT TO CERTIFICATE OF MERGER
                                       FOR
              FABRI-STEEL ACQUISITION CORP., a Michigan corporation
                                       and
            FABRI-STEEL PRODUCTS INCORPORATED, a Michigan corporation


a. For each constituent stock corporation, state:

Name of corporation             Designation and number of    Indicate classes of    Indicate each class,
                               outstanding shares of each  shares entitled to vote   if any, entitled to
                                          class                                        vote as a class
                                                                           
Fabri-Steel Acquisition Corp.         100 shares of             Common Stock        Class A Common Stock
                                      Common Stock

    Fabri-Steel Products        95,698 shares of Class A    Class A Common Stock             No
        Incorporated                  Common Stock

                                110,018 shares of Class B   Class B Common Stock             No
                                      Common Stock

                                910,000 shres of Series A      Series A Senior               No
                                 Senior Preferred Stock        Preferred Stock

                               900,000 shares of Series B      Series B Junior               No
                                 Junior Preferred Stock        Preferred Stock

                               559,897 shares of Series C      Series C Junior               No
                                 Junior Preferred Stock        Preferred Stock

                                85,000 shares of Series D      Series D Senior               No
FC                               Senior Preferred Stock        Preferred Stock


================================================================================
GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.6

                                                                     EXHIBIT 3.6

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        FABRI-STEEL PRODUCTS INCORPORATED

                                    ARTICLE I

                                  STOCKHOLDERS

1.1 Meetings.

     1.1.1 Place. Meetings of the stockholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.

     1.1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the president, or the board of directors, or the holders of a
majority of the outstanding shares of stock of the Company entitled to vote at
the meeting.

     1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such
matter.

     1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.

                                   ARTICLE II

                                    DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) except as
otherwise required by applicable statute, fix the terms of office of the
directors.



2.2 Meetings.

     2.2.1 Place. Meetings of the board of directors shall be held at such place
as may be designated by the board or in the notice of the meeting.

     2.2.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such times as the board may designate. Notice of regular meetings need
not be given.

     2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile
transmission.

     2.2.4 Quorum. A majority of all the directors in office shall constitute a
quorum for the transaction of business at any meeting.

     2.2.5 Voting. Except as otherwise provided herein, in the certificate of
incorporation or by law, the vote of a majority of the directors present at any
meeting at which a quorum is present shall constitute the act of the board of
directors.

     2.2.6 Committees. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. Unless otherwise provided herein, in the absence
or disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of the full board
of directors to the extent provided in the resolution of the board directing the
committee.

                                   ARTICLE III

                                    OFFICERS

3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority,
perform such duties and serve for such compensation as may be determined by
resolution of the board of directors. Except as otherwise provided by board
resolution, (i) the president shall be the chief executive officer of the
Company, shall have general supervision over the business and

                                       -2-



operations of the Company, may perform any act and execute any instrument for
the conduct of such business and operations and shall preside at all meetings of
the board and stockholders, (ii) the other officers shall have the duties
customarily related to their respective offices, and (iii) any vice president,
or vice presidents in the order determined by the board, shall in the absence of
the president have the authority and perform the duties of the president.

                                   ARTICLE IV

                                 INDEMNIFICATION

4.1 Right to Indemnification. The Company shall indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, an agent of the Company, or is or was serving at the
request of the Company or a constituent corporation absorbed in a consolidation
or merger, as a director, officer, partner, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or is or was
a director or officer of the Company serving at its request as an administrator,
trustee or other fiduciary of one or more of the employee benefit plans of the
Company or other enterprise, against any and all expenses (including but not
limited to attorneys' fees, judgments, penalties, fines and amounts paid in
settlement), liability and loss actually and reasonably incurred or suffered by
such person in connection with such proceeding, for any action taken or any
failure to take any action as a director, officer, constituent corporation
absorbed in a consolidation or merger, or an agent and to the extent permitted
by applicable law, whether or not the indemnified liability arises or arose from
any threatened, pending or completed proceeding by or in the right of the
Company, except to the extent that such indemnification is prohibited by
applicable law.

4.2 Advance of Expenses. Expenses incurred by a director, officer, employee or
agent of the Company in defending a proceeding shall be paid by the Company in
advance of the final disposition of such proceeding subject to the provisions of
any applicable statute.

4.3 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of any person seeking
indemnification or advance of expenses shall be required to, determine in each
case whether the applicable standards in any applicable statute have been met,
or such determination shall be made by either majority vote of a committee duly
designated by the Board and consisting solely of two or more directors not at
the time parties or threatened to be made parties to the action, suit or
proceeding or independent legal counsel by written opinion if such

                                       -3-



quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of
disinterested directors so directs, provided that, if there has been a change in
control of the Company between the time of the action or failure to act giving
rise to the claim for indemnification or advance of expenses and the time such
claim is made, at the option of the person seeking indemnification or advance of
expenses, the permissibility of indemnification or advance of expenses shall be
determined by independent legal counsel. The reasonable expenses of any director
or officer in prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine permissibility of
indemnification or advance of expenses, shall be borne by the Company.

4.4 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and
advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute,
provision of the Certificate of Incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall inure to the benefit of the heirs, personal
representatives and administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the
power to (i) authorize the Company to purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to the
extent that power to do so has not been prohibited by any applicable statute,
(ii) except as prohibited by applicable law, create any fund of any nature,
whether or not under the control of a trustee, or otherwise secure any of its
indemnification obligations, and (iii) give other indemnification to the extent
permitted by statute.

                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                       -4-



                                   ARTICLE VI

                                   AMENDMENTS

     These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.

                                       -5-

EX-3.7

                                                                     EXHIBIT 3.7

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            NELSON STUD WELDING, INC.

          NELSON STUD WELDING, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:

          FIRST: That by written consent of the majority of the directors, a
          resolution was duly adopted setting forth a proposed Amended and
          Restated Certificate of Incorporation of the Company (the
          "Certificate"). The resolution setting forth the amendment is as
          follows:

                    RESOLVED, that Article 4 of the Certificate of Incorporation
               of the Company filed with the Secretary of State of the State of
               Delaware on February 2, 2000 is amended and that such amendment
               has been incorporated into the Amended and Restated Certificate
               of Incorporation ("the "Certificate"), substantially in the form
               of Exhibit A attached hereto; and further

                    RESOLVED, that Article 10 is added to the Certificate of
               Incorporation of the Company filed with the Secretary of State of
               the State of Delaware on February 2, 2000 and that such amendment
               has been incorporated into the Amended and Restated Certificate
               of Incorporation ("the "Certificate"), substantially in the form
               of Exhibit A attached hereto; and further

                    RESOLVED, that the Certificate is hereby approved and
               adopted without the consent of shareholders of the Company in
               accordance with the provisions of Sections 241 and 245 of the
               General Corporation Law of the State of Delaware and shall become
               effective upon being filed with the Secretary of State of the
               State of Delaware; and further

                    RESOLVED, that the officers of the Company, including the
               Chairman, are hereby authorized and empowered to take any and all
               action and to execute and deliver any and all documents, as any
               such officer deems necessary or advisable to effect the
               above-mentioned amendment and restatement, without further
               authority or approval by the board of directors of the Company.



          SECOND: That the Company has not received any payment for any of its
          stock.

          THIRD: That said Certificate restates and integrates and further
          amends in its entirety the Certificate of Incorporation of this
          Company. The Certificate was duly adopted in accordance with the
          provisions of Sections 241 and 245 of the General Corporation Law of
          the State of Delaware.

          FOURTH: This Certificate shall become effective immediately upon its
          filing with the Secretary of State of the State of Delaware and upon
          the filing of this Certificate, the Certificate of Incorporation of
          the Company shall be amended and restated in its entirety to read as
          set forth in Exhibit A attached hereto.

          IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by                    , its            , this       day of March, 2000.
            -------------------      -----------       -----

                                        NELSON STUD WELDING, INC.


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

                                       -2-




                                    Exhibit A

                              AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                            NELSON STUD WELDING, INC.

          1. Name. The name of the Corporation is Nelson Stud Welding, Inc.

          2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

          3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all of
the powers and privileges granted by such law and any other law of Delaware.

          4. Authorized Capital. The aggregate number of shares of stock which
the Corporation shall have authority to issue is 3,045,000 shares, divided into
three (3) classes consisting of 1,045,000 shares of Preferred Stock, par value
$.01 per share ("Preferred Stock"), 1,000,000 shares of Class A Common Stock,
par value $.01 per share ("Class A Common Stock"), and 1,000,000 shares of Class
B Common Stock, par value $.01 per share ("Class B Common Stock"). Class A
Common Stock and Class B Common Stock are hereinafter sometimes collectively
referred to as "Common Stock."

          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

          A.   PREFERRED STOCK

                    1. Issue in Series. Preferred Stock may be issued from time
               to time in one or more series, each such series to have the terms
               stated herein or in the resolution of the Board of Directors of
               the Corporation providing for its issue. All shares of any one
               series of Preferred Stock will be identical, but shares of
               different series of Preferred Stock need not be identical or rank
               equally except insofar as provided by law or herein.

                    2. Creation of Series. In addition to the Series A Junior
               Preferred Stock provided for herein, the Board of Directors will
               have authority by resolution to cause to be created one or more
               series of

                                       -3-




               Preferred Stock, and to determine and fix with respect to each
               series prior to the issuance of any shares of the series to which
               such resolution relates:

                         a. The distinctive designation of the series and the
                    number of shares which will constitute the series, which
                    number may be increased or decreased (but not below the
                    number of shares then outstanding) from time to time by
                    action of the Board of Directors;

                         b. The dividend rate and the times of payment of
                    dividends on the shares of the series, whether dividends
                    will be cumulative, and if so, from what date or dates;

                         c. The price or prices at which, and the terms and
                    conditions on which, the shares of the series may be
                    redeemed at the option of the Corporation;

                         d. Whether or not the shares of the series will be
                    entitled to the benefit of a retirement or sinking fund to
                    be applied to the purchase or redemption of such shares and,
                    if so entitled, the amount of such fund and the terms and
                    provisions relative to the operation thereof;

                         e. Whether or not the shares of the series will be
                    convertible into, or exchangeable for, any other shares of
                    stock of the Corporation or other securities, and if so
                    convertible or exchangeable, the conversion price or prices,
                    or the rates of exchange, and any adjustments thereof, at
                    which such conversion or exchange may be made, and any other
                    terms and conditions of such conversion or exchange;

                         f. The rights of the shares of the series in the event
                    of voluntary or involuntary liquidation, dissolution or
                    winding up of the Corporation;

                         g. Whether or not the shares of the series will have
                    priority over or be on a parity with or be junior to the
                    shares of any other series or class in any respect or will
                    be entitled to the benefit of limitations restricting the
                    issuance of shares of any other series or class having
                    priority over or being on a parity with the shares of such
                    series in any respect, or restricting the payment of
                    dividends on or the making of other distributions in respect
                    of shares of any other series or class ranking junior to the
                    shares of the series as to dividends or assets, or
                    restricting the purchase or redemption of the shares of any
                    such junior series or class, and the terms of any such
                    restriction;

                                       -4-




                         h. Whether the series will have voting rights, in
                    addition to any voting rights provided by law, and, if so,
                    the terms of such voting rights; and

                         i. Any other preferences, qualifications, privileges,
                    options and other relative or special rights and limitations
                    of that series.

                    3. Dividends. Holders of Preferred Stock shall be entitled
               to receive, when, as and if declared by the Board of Directors,
               out of funds legally available for the payment thereof, dividends
               at the rates fixed herein for the Series A Junior Preferred Stock
               and by the Board of Directors for any other series, and no more,
               before any dividends shall be declared and paid, or set apart for
               payment, on Common Stock with respect to the same dividend
               period.

                    4. Preference on Liquidation. In the event of the voluntary
               or involuntary liquidation, dissolution or winding up of the
               Corporation, holders of each series of Preferred Stock will be
               entitled to receive the amount fixed for such series plus, in the
               case of the Series A Junior Preferred Stock or any other series
               on which dividends will have been determined by the Board of
               Directors to be cumulative, an amount equal to all dividends
               accumulated and unpaid thereon to the date of final distribution
               whether or not earned or declared before any distribution shall
               be paid, or set aside for payment, to holders of Common Stock. If
               the assets of the Corporation are not sufficient to pay such
               amounts in full, holders of all shares of Preferred Stock will
               participate in the distribution of assets ratably in proportion
               to the full amounts to which they are entitled or in such order
               or priority, if any, as will have been fixed in the resolution or
               resolutions providing for the issue of the series of Preferred
               Stock. Neither the merger nor consolidation of the Corporation
               into or with any other corporation or entity, nor a sale,
               transfer or lease of all or part of its assets, will be deemed a
               liquidation, dissolution or winding up of the Corporation within
               the meaning of this paragraph except to the extent specifically
               provided for herein.

                    5. Redemption. The Corporation, at the option of the Board
               of Directors, may redeem all or part of the shares of any series
               of Preferred Stock on the terms and conditions fixed in this
               Certificate for the Series A Junior Preferred Stock and by the
               Board of Directors for any other series.

                    6. Voting Rights. Except as otherwise required by law, as
               otherwise provided herein or as otherwise determined by the Board
               of Directors as to the shares of any series of Preferred Stock
               prior to the issuance of any such shares, the holders of
               Preferred Stock shall have no

                                       -5-



               voting rights and shall not be entitled to any notice of meeting
               of stockholders.

          B.   SERIES A JUNIOR PREFERRED STOCK

                    1. Designation, Number of Shares. The first series of
               Preferred Stock shall be designated as the 12% Series A Junior
               Preferred Stock ("Series A Junior Preferred Stock"), and the
               number of shares which shall constitute such series shall be
               45,000. The par value of the Series A Junior Preferred Stock
               shall be $.01 per share.

                    2. Accrual and Payment of Dividends

                         a. The holders of Series A Junior Preferred Stock shall
                    be entitled to receive, when, as and if declared by the
                    Board of Directors out of funds of the Corporation legally
                    available therefor, cumulative cash dividends at the rate of
                    $12 per share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing April 1, 2001 and thereafter on the
                    first day of April (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend payment payable on April 1, 2001
                    shall be calculated from the date of original issuance
                    through April 1, 2001. Each such dividend on Series A Junior
                    Preferred Stock when paid shall be payable to holders of
                    record as they appear on the stock books of the Corporation
                    on the date established by the Board of Directors of the
                    Corporation as the record date for the payment of such
                    dividend (which record date shall not precede the date upon
                    which the resolution fixing such record date is adopted and
                    which record date shall be not more than sixty days prior to
                    such action). If no record date is fixed, the record date
                    for determining holders for such purpose shall be at the
                    close of business on the date on which the Board of
                    Directors adopts the resolution relating to such dividend
                    payment. Dividends with respect to any shares of Series A
                    Junior Preferred Stock shall accrue (whether or not earned
                    or declared) from the date of issue of such shares.

                         b. Such dividends on the Series A Junior Preferred
                    Stock shall be cumulative, whether or not earned or
                    declared, so that if at any time full cumulative dividends
                    at the rate aforesaid on all shares of Series A Junior
                    Preferred Stock then outstanding to the end of the annual
                    dividend period next preceding such time shall not have been
                    paid, the amount of the deficiency shall be paid before any
                    sum shall be set aside for or applied by the Corporation

                                       -6-


                    to the purchase, redemption or other acquisition for value
                    of any shares of Junior Stock (either pursuant to any
                    applicable sinking fund requirement or otherwise) or any
                    dividend or other distribution shall be paid or declared and
                    set apart for payment on any Junior Stock (other than a
                    dividend payable in Junior Stock); provided, however, that
                    the foregoing shall not prohibit the Corporation from
                    repurchasing shares of Junior Stock from a former employee
                    of the Corporation (or a subsidiary of the Corporation)
                    where such repurchase arises from the Corporation's option
                    to repurchase such shares upon termination of such
                    employee's employment with the Corporation (or a subsidiary)
                    pursuant to a written agreement between the Corporation and
                    such employee. Accrued dividends on the Series A Junior
                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the rate of
                    12% per annum.

                         c. When dividends are not paid in full upon the Series
                    A Junior Preferred Stock and any other stock ranking on a
                    parity as to dividends with the Series A Junior Preferred
                    Stock, all dividends paid upon shares of Series A Junior
                    Preferred Stock and any other stock ranking on a parity as
                    to dividends with the Series A Junior Preferred Stock shall
                    be paid pro rata so that in all cases the amount of
                    dividends paid per share on the Series A Junior Preferred
                    Stock and such other stock shall bear the same ratio that
                    accrued dividends per share on the shares of Series A Junior
                    Preferred Stock and such other stock bear to each other.
                    Except as provided in the preceding sentence, unless full
                    cumulative dividends on the Series A Junior Preferred Stock
                    have been paid, no dividends shall be declared or paid or
                    set aside for payment upon any other stock of the
                    Corporation ranking on a parity with the Series A Junior
                    Preferred Stock as to dividends.

                         d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

                    3.   Preference on Liquidation

                         a. In the event that the Corporation shall be
                    liquidated, dissolved or wound up, whether voluntarily or
                    involuntarily, after all creditors of the Corporation shall
                    have been paid in full, the holders of the Series A Junior
                    Preferred Stock shall be entitled to receive, out of the
                    assets of the Corporation legally available for distribution
                    to its stockholders, whether from capital, surplus or

                                       -7-



                    earnings, before any amount shall be paid to the holders of
                    any shares of Junior Stock, an amount equal to $100 in cash
                    per share plus an amount equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends) to the date of
                    final distribution, and no more. If upon any liquidation,
                    dissolution or winding up of the Corporation, the net assets
                    of the Corporation shall be insufficient to pay the holders
                    of all outstanding shares of Series A Junior Preferred Stock
                    and of any shares of stock ranking on a parity with the
                    Series A Junior Preferred Stock the full amounts to which
                    they respectively shall be entitled, such assets, or the
                    proceeds thereof, shall be distributed ratably among the
                    holders of the Series A Junior Preferred Stock and of any
                    shares of stock ranking on a parity with the Series A Junior
                    Preferred Stock. Holders of Series A Junior Preferred Stock
                    shall not be entitled, upon the liquidation, dissolution or
                    winding up of the Corporation, to receive any amounts with
                    respect to such stock other than the amounts referred to in
                    this Article IV.B(3)(a).

                         b. Neither the purchase nor redemption by the
                    Corporation of shares of any class of stock in any manner
                    permitted by the Certificate of Incorporation or any
                    amendment thereof, nor the merger or consolidation of the
                    Corporation with or into any other corporation or
                    corporations, nor a sale, transfer or lease of all or
                    substantially all of the Corporation's assets shall be
                    deemed to be a liquidation, dissolution or winding up of the
                    Corporation for the purposes of this Article IV.B(3);
                    provided, however, that any consolidation or merger of the
                    Corporation in which the Corporation is not the surviving
                    entity shall be deemed to be a liquidation, dissolution or
                    winding up of the affairs of the Corporation within the
                    meaning of this Article IV.B(3) if, (A) in connection
                    therewith, the holders of Common Stock of the Corporation
                    receive as consideration, whether in whole or in part, for
                    such Common Stock (1) cash, (2) notes, debentures or other
                    evidences of indebtedness or obligations to pay cash or (3)
                    preferred stock of the surviving entity (whether or not the
                    surviving entity is the Corporation) which ranks on a parity
                    with or senior to the preferred stock received by holders of
                    the Series A Junior Preferred Stock with respect to
                    liquidation or dividends or (B) the holders of the Series A
                    Junior Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series A Junior Preferred
                    Stock.

                                       -8-



                    4.   Redemption.

                         a. Mandatory Redemption. All outstanding shares of
                    Series A Junior Preferred Stock shall be redeemed from funds
                    legally available therefor on April 1, 2020 (the "Series A
                    Mandatory Redemption Date"), at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends) to the
                    Series A Mandatory Redemption Date.

                         b. Optional Redemption. The Series A Junior Preferred
                    Stock may be redeemed from funds legally available therefor,
                    in whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends) to the date
                    of redemption.

                         c. The aggregate amount of the redemption pursuant to
                    Article IV.B(4)(a) or (b) is hereinafter referred to as the
                    "Series A Junior Redemption Price" with respect to such
                    redemption. The Series A Mandatory Redemption Date and the
                    date of any redemption pursuant to Article IV.B(4)(b) are
                    each hereinafter referred to individually as a "Series A
                    Redemption Date."

                    5.   Redemption Procedure

                         a. A redemption pursuant to Article IV.B(4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Article IV.B(5).

                         b. Notice of the redemption of Series A Junior
                    Preferred Stock pursuant to Article IV.B(4) shall be given
                    by mail not less than ten (10) days prior to the Series A
                    Redemption Date. If less than all the outstanding shares of
                    Series A Junior Preferred Stock is to be redeemed, the
                    selection of shares for redemption shall be made pro rata
                    and the notice of redemption to a holder shall state the
                    number of shares of Series A Junior Preferred Stock of such
                    holder to be redeemed. The amount of the Series A Junior
                    Redemption Price shall be deposited on or before the Series
                    A Redemption Date in trust for the account of the holders of
                    shares of Series A Junior Preferred Stock entitled thereto
                    with a bank or trust company in good standing doing business
                    in the State of New York and having capital and surplus of
                    at least $100,000,000 (the date of

                                       -9-




                    such deposit being hereinafter in this Article IV.B(5)
                    referred to as the "date of deposit").

                         c. Notice of the date on which, and the name and
                    address of the bank or trust company with which, the deposit
                    has been or will be made shall be included in the notice of
                    redemption. On and after the Series A Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Series A Junior
                    Redemption Price pursuant to the notice of redemption), or
                    if the Corporation shall make such deposit on or before the
                    date specified therefor in the notice of redemption, then on
                    and after the date of deposit (provided notice of redemption
                    has been duly given), all dividends on the Series A Junior
                    Preferred Stock so called for redemption shall cease to
                    accrue and, notwithstanding that any certificate for shares
                    of Series A Junior Preferred Stock is not surrendered for
                    cancellation, the shares represented thereby shall no longer
                    be deemed outstanding and all rights of the holders thereof
                    as stockholders of the Corporation with respect to such
                    shares shall cease and terminate, except the right to
                    receive the Series A Junior Redemption Price as hereinafter
                    provided.

                         d. At any time on or after the Series A Redemption
                    Date, or if the Corporation shall deposit the money for such
                    redemption prior to the Series A Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the Series A Redemption
                    Date, the holders of record of shares of Series A Junior
                    Preferred Stock to be redeemed shall be entitled to receive
                    the Series A Junior Redemption Price upon actual delivery to
                    the bank or trust company with which such deposit shall be
                    made of certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Series A Junior Redemption
                    Price.

                         e. Any money so deposited which shall remain unclaimed
                    by the holders of such shares of Series A Junior Preferred
                    Stock at the end of two (2) years after the Series A
                    Redemption Date shall be paid by such bank or trust company
                    to the Corporation, which shall thereafter, to the extent of
                    the money so repaid, be liable for the payment of the Series
                    A Junior Redemption Price. Any interest accrued on money so
                    deposited shall be paid to the Corporation from time to
                    time.

                                      -10-



                    6. Voting. Except as required by law and except for any
               voting by the holders of the Series A Junior Preferred Stock as
               part of a separate class or series pursuant to Article IV.B(7)
               hereunder or any other provision of the Corporation's Certificate
               of Incorporation, no holder of Series A Junior Preferred Stock,
               as such holder, shall be entitled to vote on any matter submitted
               to a vote of stockholders. On any matters on which the holders of
               the Series A Junior Preferred Stock shall be entitled to vote,
               they shall be entitled to one vote for each share held. Except as
               otherwise provided by law or as otherwise provided herein, the
               holders of shares of Series A Junior Preferred Stock shall not be
               entitled to notice of any meeting of stockholders.

                    7. Other Rights. Without the written consent of the holders
               of all of the outstanding shares of Series A Junior Preferred
               Stock or the vote of the holders of all of the outstanding shares
               of Series A Junior Preferred Stock at a meeting of the holders of
               Series A Junior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Corporation's Certificate of Incorporation so as to adversely
               affect the rights and preferences of the Series A Junior
               Preferred Stock including any change to the dividend payable on
               the Series A Junior Preferred Stock; provided, further, that in
               no event will the issuance of any series of Preferred Stock that
               is senior to, on a parity with or junior to the Series A Junior
               Preferred Stock or has a redemption date earlier than the Series
               A Junior Preferred Stock be deemed to adversely affect the rights
               and preferences of the Series A Junior Preferred Stock.

                    8. Acknowledgement. Each holder of Series A Junior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

                    9. Definitions

                         The following terms, when used in this Article IV.B,
                    shall have the meanings set forth below:

                         a. As used herein, the amount of dividends "accrued" on
                    any share of Series A Junior Preferred Stock as at any date
                    shall be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                                      -11-



                         b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                         c. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series A Junior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Common Stock.

                         d. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

          C.   CLASS A AND CLASS B COMMON STOCK

               Except as otherwise provided herein, all shares of Class A and
          Class B Common Stock shall be identical and shall entitle the holders
          thereof to the same rights and privileges.

                    1. Dividends. Holders of Class A and Class B Common Stock
               shall be entitled to receive ratably such dividends as may be
               declared by the Board of Directors; provided that if dividends
               are declared which are payable in shares of Class A Common Stock
               or Class B Common Stock, dividends shall be declared which are
               payable at the same rate on each class of Common Stock and the
               dividends payable in shares of Class A Common Stock shall be
               payable to holders of Class A Common Stock and the dividends
               payable in shares of Class B Common Stock shall be payable to
               holders of Class B Common Stock.

                    2. Conversion. Upon the adoption of a resolution by the
               Board of Directors of Fabri-Steel Holdings Incorporated, a
               Delaware corporation ("Fabri-Steel"), authorizing Fabri-Steel or
               its Affiliates (as defined below) to conduct a High Yield
               Offering (as defined below), the Corporation, expressed by
               resolution of the Board of Directors, at any time and from time
               to time shall be entitled to convert any or all of any Class A
               Common Stock held by any party other than Fabri-Steel or its
               Affiliates into the same number of shares of Class B Common
               Stock. The Corporation, expressed by resolution of the Board of
               Directors, at any time and from time to time shall be entitled to
               convert any or all of any record holder's Class B Common Stock
               into the same number of shares of Class A Common Stock.

                                      -12-



                    Each conversion of shares of one class of Common Stock into
               shares of another class of Common Stock shall be effected
               immediately upon adoption of a resolution of the Board of
               Directors to that effect. Upon such conversion, the applicable
               record holder shall surrender the certificate or certificates
               representing the shares to be converted at the principal office
               of the Corporation. Such conversion shall be deemed to have been
               effected as of the close of business on the date on which the
               applicable resolution is adopted, whether or not the certificate
               or certificates have been surrendered, and at such time the
               rights of any such holder with respect to the converted class of
               Common Stock shall cease and the person or persons in whose name
               or names the certificate or certificates for shares of the other
               class of Common Stock are to be issued upon such conversion shall
               be deemed to have become the holder or holders of record of the
               shares of such other class of Common Stock represented thereby.

                    As used in this section IV.C(2), "Affiliate" means with
               respect to any person or entity, (i) a person or entity that is a
               member of the consolidated group of such person or entity for
               federal income tax purposes or (ii) a person or entity in which
               such person or entity owns, directly or indirectly through one or
               more intermediaries, more than fifty percent (50%) of the
               outstanding capital stock or equity of such person or entity.

                    As used in this section IV.C(2), "High Yield Offering" shall
               mean an issuance by Fabri-Steel of at least $75,000,000 in
               unsecured debt securities with a weighted average maturity of at
               least five (5) years pursuant to (i) a completed firm commitment
               public offering pursuant to an effective registration statement
               under the Securities Act of 1933, as amended, or (ii) a completed
               placement under Rule 144A promulgated under the Securities Act of
               1933, as amended.

                    3. Transfers. The Corporation shall not close its books
               against the transfer of any share of Common Stock, or of any
               share of Common Stock issued or issuable upon conversion of
               shares of the other class of Common Stock, in any manner that
               would interfere with the timely conversion of such shares of
               Common Stock.

                    4. Subdivision and Combinations of Shares. If the
               Corporation in any manner subdivides or combines the outstanding
               shares of any class of Common Stock, the outstanding shares of
               the other class of Common Stock shall be proportionately
               subdivided or combined.

                    5. Reservation of Shares for Conversion. So long as any
               shares of any class of Common Stock are outstanding, the
               Corporation shall at all times reserve and keep available out of
               its authorized but

                                      -13-



               unissued shares of Class A Common Stock and Class B Common Stock,
               the number of shares sufficient for issuance upon conversion.

                    6. Distribution of Assets. In the event of the voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation (a "Distribution Event"), holders of Common Stock
               shall be entitled to receive all of the remaining assets of the
               Corporation available for distribution to its stockholders after
               all amounts to which the holders of Preferred Stock are entitled
               have been paid or set aside in cash for payment.

                    7. Voting Rights. The holders of Class A Common Stock shall
               have the general right to vote for all purposes, including the
               election of directors, as provided by law. Each holder of Class A
               Common Stock shall be entitled to one vote for each share thereof
               held. Except as otherwise required by law, the holders of Class B
               Common Stock shall have no voting rights.

                    8. Merger, etc. In connection with any merger,
               consolidation, or recapitalization in which holders of Class A
               Common Stock generally receive, or are given the opportunity to
               receive, consideration for their shares (a) all holders of Class
               B Common Stock shall be given the opportunity to receive the same
               form of consideration for their shares as is received by holders
               of Class A Common Stock and (b) holders of Class B Common Stock
               shall be entitled to receive the same amount of consideration per
               share as received by holders of Class A Common Stock. The
               aggregate number of shares of stock which the Corporation shall
               have authority to issue is one thousand (1,000) shares, all of
               which are of one class and are designated as Common Stock and
               each of which has a par value of one cent ($.01).

          5. Incorporator. The name and mailing address of the incorporator are
Mishael M. Azam, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.

          6. Bylaws. The board of directors of the Corporation is authorized to
adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.

          7. Elections of Directors. Elections of directors need not be by
written ballot unless the bylaws of the Corporation shall so provide.

          8. Right to Amend. The Corporation reserves the right to amend any
provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.

                                      -14-



          9. Limitation on Liability. The directors of the Corporation shall be
entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
no director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this Section 9 shall be prospective only, and shall not affect,
to the detriment of any director, any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

          10. Miscellaneous. The Corporation elects not to be governed by
Section 203 of the Delaware General Corporation Law.

Dated: March    , 2000
             ---


                                        ----------------------------------------
                                        Rex A. Ogg
                                        Chairman, Vice President and Assistant
                                        Secretary

                                      -15-




                           CERTIFICATE OF DESIGNATION
                     OF 18% SERIES B SENIOR PREFERRED STOCK
                                       OF
                            NELSON STUD WELDING, INC.

          Nelson Stud Welding, Inc., a Delaware corporation (hereinafter called
the "Corporation"), pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby make this Certificate of
Designation under the corporate seal of the Corporation and does hereby state
and certify that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), the Board of Directors has
duly adopted the following resolutions:

          RESOLVED, that, pursuant to Article IV of the Certificate of
Incorporation (which authorizes 1,045,000 shares of Preferred Stock, $.01 par
value per share, of which none is presently issued and outstanding), the Board
of Directors hereby fixes the designations and preferences and relative,
participating, optional and other special rights and qualifications, limitations
and restrictions of a series of Preferred Stock consisting of 150,000 shares to
be designated 18% Series B Cumulative Senior Preferred Stock.

18% SERIES B CUMULATIVE SENIOR PREFERRED STOCK

          RESOLVED, that each share of the 18% Series B Cumulative Senior
Preferred Stock shall rank equally in all respects and shall be subject to the
following provisions:

               1. Designation, Number of Shares. The second series of Preferred
               Stock shall be designated as the 18% Series B Cumulative Senior
               Preferred Stock ("Series B Senior Preferred Stock"), and the
               number of shares which shall constitute such series shall be
               150,000. The par value of the Series B Senior Preferred Stock
               shall be $.01 per share.

               2. Accrual and Payment of Dividends

                    a. The holders of Series B Senior Preferred Stock shall be
                    entitled to receive, when, as and if declared by the Board
                    of Directors, cumulative dividends at the rate of $18 per
                    share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 17, 2001 and thereafter on March
                    17 (unless such day is not a business day in which event on
                    the last preceding business day) in each such year
                    (hereinafter referred to as a "Dividend Accrual Date").



                         Each such dividend on Series B Senior Preferred Stock
                    when paid shall be payable to holders of record as they
                    appear on the stock books of the Corporation on the date
                    established by the Board of Directors of the Corporation as
                    the record date for the payment of such dividend (which
                    record date shall not precede the date upon which the
                    resolution fixing such record date is adopted and which
                    record date shall be not more than sixty days prior to such
                    action). If no record date is fixed, the record date for
                    determining holders for such purpose shall be at the close
                    of business on the date on which the Board of Directors
                    adopts the resolution relating to such dividend payment.
                    Dividends with respect to any shares of Series B Senior
                    Preferred Stock shall accrue (whether or not earned or
                    declared) from March 17, 2000.

                    b. Such dividends on the Series B Senior Preferred Stock
                    shall be cumulative, whether or not earned or declared, so
                    that if at any time full cumulative dividends at the rate
                    aforesaid on all shares of Series B Senior Preferred Stock
                    then outstanding to the end of the annual dividend period
                    next preceding such time shall not have been paid, the
                    amount of the deficiency shall be paid before any sum shall
                    be set aside for or applied by the Corporation to the
                    purchase, redemption or other acquisition for value of any
                    shares of Junior Stock (either pursuant to any applicable
                    sinking fund requirement or otherwise) or any dividend or
                    other distribution shall be paid or declared and set apart
                    for payment on any Junior Stock (other than a dividend
                    payable in Junior Stock); provided, however, that the
                    foregoing shall not prohibit the Corporation from
                    repurchasing shares of Junior Stock from a former employee
                    of the Corporation (or a subsidiary of the Corporation)
                    where such repurchase arises from the Corporation's option
                    to repurchase such shares upon termination of such
                    employee's employment with the Corporation (or a subsidiary)
                    pursuant to a written agreement between the Corporation and
                    such employee. Accrued dividends on the Series B Senior
                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the rate of
                    18% per annum.

                    c. The right to receive dividends on the Series B Senior
                    Preferred Stock shall rank on parity with that of any stock
                    ranking on a parity as to dividends with the Series B Senior
                    Preferred Stock, all dividends paid upon shares of Series B
                    Senior Preferred Stock and any other stock ranking on a
                    parity as to dividends with the Series B Senior Preferred
                    Stock shall be paid pro rata so that in all cases the amount
                    of dividends paid per share on the Series B Senior Preferred
                    Stock and such other stock shall bear the same

                                       -2-



                    ratio that accrued dividends per share on the shares of
                    Series B Senior Preferred Stock and such other stock bear to
                    each other. Except as provided in the preceding sentence,
                    unless full cumulative dividends on the Series B Senior
                    Preferred Stock have been paid, no dividends shall be
                    declared or paid or set aside for payment upon any other
                    stock of the Corporation ranking on a parity with the Series
                    B Senior Preferred Stock as to dividends.

                    d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3. Preference on Liquidation

                    a. In the event that the Corporation shall be liquidated,
                    dissolved or wound up, whether voluntarily or involuntarily,
                    after all creditors of the Corporation shall have been paid
                    in full, the holders of the Series B Senior Preferred Stock
                    shall be entitled to receive, out of the assets of the
                    Corporation legally available for distribution to its
                    stockholders, whether from capital, surplus or earnings,
                    before any amount shall be paid to the holders of any shares
                    of Junior Stock, an amount equal to $100 in cash per share
                    plus an amount equal to full cumulative dividends (whether
                    or not earned or declared) accrued and unpaid thereon
                    (including Additional Dividends) to the date of final
                    distribution, and no more. Series B Senior Preferred Stock
                    shall rank on parity with any other shares of stock on
                    parity with the Series B Senior Preferred Stock with respect
                    to receiving any amount as a result of a liquidation,
                    distribution of assets, dissolution or winding up of the
                    Corporation. If upon any liquidation, dissolution or winding
                    up of the Corporation, the net assets of the Corporation
                    shall be insufficient to pay the holders of all outstanding
                    shares of Series B Senior Preferred Stock and of any shares
                    of stock ranking on a parity with the Series B Senior
                    Preferred Stock the full amounts to which they respectively
                    shall be entitled, such assets, or the proceeds thereof,
                    shall be distributed ratably among the holders of the Series
                    B Senior Preferred Stock and of any shares of stock ranking
                    on a parity with the Series B Senior Preferred Stock.
                    Holders of Series B Senior Preferred Stock shall not be
                    entitled, upon the liquidation, dissolution or winding up of
                    the Corporation, to receive any amounts with respect to such
                    stock other than the amounts referred to in this Section
                    (3)(a).

                    b. Neither the purchase nor redemption by the Corporation of
                    shares of any class of stock in any manner permitted by the
                    Certificate of Incorporation or any amendment thereof, nor
                    the merger or consolidation of the Corporation with or into
                    any other

                                       -3-




                    corporation or corporations, nor a sale, transfer or lease
                    of all or substantially all of the Corporation's assets
                    shall be deemed to be a liquidation, dissolution or winding
                    up of the Corporation for the purposes of this Section (3);
                    provided, however, that any consolidation or merger of the
                    Corporation in which the Corporation is not the surviving
                    entity shall be deemed to be a liquidation, dissolution or
                    winding up of the affairs of the Corporation within the
                    meaning of this Section (3) if, (A) in connection therewith,
                    the holders of Common Stock of the Corporation receive as
                    consideration, whether in whole or in part, for such Common
                    Stock (1) cash, (2) notes, debentures or other evidences of
                    indebtedness or obligations to pay cash or (3) preferred
                    stock of the surviving entity (whether or not the surviving
                    entity is the Corporation) which ranks on a parity with or
                    senior to the preferred stock received by holders of the
                    Series B Senior Preferred Stock with respect to liquidation
                    or dividends or (B) the holders of the Series B Senior
                    Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series B Senior Preferred
                    Stock.

               4. Redemption.

                    a. Mandatory Redemption. All outstanding shares of the
                    Series B Senior Preferred Stock shall be redeemed from funds
                    legally available therefor on the Mandatory Redemption Date,
                    at a price per share equal to $100 plus an amount per share
                    equal to full cumulative dividends (whether or not earned or
                    declared) accrued and unpaid thereon (including Additional
                    Dividends) to the Mandatory Redemption Date. The holders of
                    the Series B Senior Preferred Stock shall be paid in full in
                    accordance with this Section 4(a) prior to any payment made
                    to the holders of any outstanding shares of the
                    Corporation's 12% Series A Cumulative Junior Preferred
                    Stock, par value $.01 per share (the "Series A Junior
                    Preferred Stock"),and any other of the Corporation's Junior
                    Stock, pursuant to the respective mandatory redemption terms
                    (if any) of such stock.

                    b. Optional Redemption. The Series B Senior Preferred Stock
                    may be redeemed from funds legally available therefor, in
                    whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including any Additional

                                       -4-




                    Dividends) to the date of redemption (the "Optional
                    Redemption Date).

                    c. The aggregate amount of the redemption pursuant to
                    Section (4)(a) for a Mandatory Redemption or Section (4)(b)
                    for an Optional Redemption is hereinafter referred to as the
                    "Redemption Price" with respect to such redemption. As used
                    herein, "Mandatory Redemption Date" and "Optional Redemption
                    Date" shall hereinafter sometimes be referred to as the
                    "Redemption Date".

               5. Redemption Procedure

                    a. A redemption pursuant to Section (4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Section (5).

                    b. Notice of the redemption of Series B Senior Preferred
                    Stock pursuant to Section (4) shall be given by mail not
                    less than ten (10) days prior to the applicable Redemption
                    Date. If less than all the outstanding Series B Senior
                    Preferred Stock is to be redeemed, the selection of shares
                    for redemption shall be made pro rata and the notice of
                    redemption to a holder shall state the number of shares of
                    Series B Senior Preferred Stock of such holder to be
                    redeemed. The amount of the Redemption Price shall be
                    deposited on or before the Redemption Date in trust for the
                    account of the holders of Series B Senior Preferred Stock
                    entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Section (5) referred
                    to as the "date of deposit").

                    c. Notice of the date on which, and the name and address of
                    the bank or trust company with which, the deposit has been
                    or will be made shall be included in the notice of
                    redemption. On and after the applicable Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Redemption Price
                    pursuant to the notice of redemption), or if the Corporation
                    shall make such deposit on or before the date specified
                    therefor in the notice of redemption, then on and after the
                    date of deposit (provided notice of redemption has been duly
                    given), all dividends on the Series B Senior Preferred Stock
                    so called for redemption shall cease to accrue and,
                    notwithstanding that any certificate for shares of Series B
                    Senior Preferred Stock is not surrendered for cancellation,
                    the shares represented thereby shall no longer be deemed
                    outstanding and all rights of the holders thereof as
                    stockholders of the Corporation with respect to such

                                       -5-



                    shares shall cease and terminate, except the right to
                    receive the Redemption Price as hereinafter provided.

                    d. At any time on or after the applicable Redemption Date,
                    or if the Corporation shall deposit the money for such
                    redemption prior to the applicable Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the applicable Redemption
                    Date, the holders of record of the Series B Senior Preferred
                    Stock to be redeemed shall be entitled to receive the
                    Redemption Price upon actual delivery to the bank or trust
                    company with which such deposit shall be made of
                    certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Redemption Price.

                    e. Any money so deposited which shall remain unclaimed by
                    the holders of such Series B Senior Preferred Stock at the
                    end of two (2) years after the applicable Redemption Date
                    shall be paid by such bank or trust company to the
                    Corporation, which shall thereafter, to the extent of the
                    money so repaid, be liable for the payment of the Redemption
                    Price. Any interest accrued on money so deposited shall be
                    paid to the Corporation from time to time.

               6. Voting. Except as required by law and except for any voting by
               the holders of the Series B Senior Preferred Stock as part of a
               separate class or series pursuant to Section (7) hereunder or any
               other provision of the Certificate of Incorporation, no holder of
               Series B Senior Preferred Stock, as such holder, shall be
               entitled to vote on any matter submitted to a vote of
               stockholders. On any matters on which the holders of the Series B
               Senior Preferred Stock shall be entitled to vote, they shall be
               entitled to one vote for each share held.

               7. Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Series B Senior Preferred Stock
               or the vote of the holders of all of the outstanding shares of
               Series B Senior Preferred Stock at a meeting of the holders of
               Series B Senior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Certificate of Incorporation so as to adversely affect the rights
               and preferences of the Series B Senior Preferred Stock including
               any change to the dividend payable on the Series B Senior
               Preferred Stock; provided, further, that in no event will the
               issuance of any series of Preferred Stock that is on a parity
               with or junior to the Series B Senior Preferred Stock or has a
               redemption date earlier than the Series B Senior

                                       -6-



               Preferred Stock be deemed to adversely affect the rights and
               preferences of the Series B Senior Preferred Stock.

               8. Acknowledgement. Each holder of Series B Senior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

               9. Definitions

                    The following terms, when used herein, shall have the
                    meanings set forth below:

                    a. As used herein, the amount of dividends "accrued" on any
                    share of Series B Senior Preferred Stock at any date shall
                    be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                    b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series B Senior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Series A Junior Preferred Stock, the Class A
                    Common Stock of the Corporation, par value $.01 per share
                    and the Class B Common Stock of the Corporation, par value
                    $.01 per share.

                    d. "Mandatory Redemption Date" shall mean March 17, 2020.

                    e. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

                                       -7-



          IN WITNESS WHEREOF, Nelson Stud Welding, Inc. has caused this
Certificate of Designation to be signed by its Vice President, and attested by
its Secretary, this     day of March, 2000.
                    ---

ATTEST:                                 NELSON STUD WELDING, INC.


- ---------------------------             ----------------------------------------
Secretary                               Vice President

                                       -8-

EX-3.8

                                                                     EXHIBIT 3.8

                                     BYLAWS

                                       OF

                           NELSON STUD WELDING, INC.

                                   ARTICLE I

                                  STOCKHOLDERS

1.1 Meetings.

     1.1.1 Place. Meetings of the stockholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.

     1.1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the president, or the board of directors, or the holders of a
majority of the outstanding shares of stock of the Company entitled to vote at
the meeting.

     1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such
matter.

     1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.



                                   ARTICLE II

                                    DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.

2.2 Meetings.

     2.2.1 Place. Meetings of the board of directors shall be held at such place
as may be designated by the board or in the notice of the meeting.

     2.2.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such times as the board may designate. Notice of regular meetings need
not be given.

     2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile
transmission.

     2.2.4 Quorum. A majority of all the directors in office shall constitute a
quorum for the transaction of business at any meeting.

     2.2.5 Voting. Except as otherwise provided herein, in the certificate of
incorporation or by law, the vote of a majority of the directors present at any
meeting at which a quorum is present shall constitute the act of the board of
directors.

     2.2.6 Committees. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. Unless otherwise provided herein, in the absence
or disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of the full board
of directors to the extent provided in the resolution of the board directing the
committee.

                                      -2-



                                   ARTICLE III

                                    OFFICERS

3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority,
perform such duties and serve for such compensation as may be determined by
resolution of the board of directors. Except as otherwise provided by board
resolution, (i) the president shall be the chief executive officer of the
Company, shall have general supervision over the business and operations of the
Company, may perform any act and execute any instrument for the conduct of such
business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties customarily related
to their respective offices, and (iii) any vice president, or vice presidents in
the order determined by the board, shall in the absence of the president have
the authority and perform the duties of the president.

                                   ARTICLE IV

                                 INDEMNIFICATION

4 Right to Indemnification. The Company shall indemnify any person who was or is
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of the Company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the Company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of the Company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.

4.1 Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of the
final disposition of such proceeding subject to the provisions of any applicable
statute.

4.2 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of

                                      -3-



any person seeking indemnification or advance of expenses shall be required to,
determine in each case whether the applicable standards in any applicable
statute have been met, or such determination shall be made by independent legal
counsel if such quorum is not obtainable, or, even if obtainable, a majority
vote of a quorum of disinterested directors so directs, provided that, if there
has been a change in control of the Company between the time of the action or
failure to act giving rise to the claim for indemnification or advance of
expenses and the time such claim is made, at the option of the person seeking
indemnification or advance of expenses, the permissibility of indemnification or
advance of expenses shall be determined by independent legal counsel. The
reasonable expenses of any director or officer in prosecuting a successful claim
for indemnification, and the fees and expenses of any special legal counsel
engaged to determine permissibility of indemnification or advance of expenses,
shall be borne by the Company.

4.3 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.4 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and
advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute,
provision of the Certificate of Incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall inure to the benefit of the heirs, executors and
administrators of any such person.

4.5 Insurance and Other Indemnification. The board of directors shall have the
power to (i) authorize the Company to purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to the
extent that power to do so has not been prohibited by statute, (ii) create any
fund of any nature, whether or not under the control of a trustee, or otherwise
secure any of its indemnification obligations, and (iii) give other
indemnification to the extent permitted by statute.

                                      -4-



                                   ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                   ARTICLE VI

                                   AMENDMENTS

     These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.

                                      -5-

EX-3.9

                                                                     EXHIBIT 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                    NELSON STUD WELDING INTERNATIONAL, INC.

1. Name. The name of the Corporation is Nelson Stud Welding International, Inc.

2. Registered Office and Agent. The address of the Corporation's registered
office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

3. Purpose. The purposes for which the Corporation is formed are to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware and to possess and exercise all of the
powers and privileges granted by such law and any other law of Delaware.

4. Authorized Capital. The aggregate number of shares of stock which the
Corporation shall have authority to issue is one thousand (1,000) shares, all of
which are of one class and are designated as Common Stock and each of which has
a par value of one cent ($.01).

5. Incorporator. The name and mailing address of the incorporator are Mishael M.
Azam, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia, Pennsylvania
19103-2793.

6. Bylaws. The board of directors of the Corporation is authorized to adopt,
amend or repeal the bylaws of the Corporation, except as otherwise specifically
provided therein.

7. Elections of Directors. Elections of directors need not be by written ballot
unless the bylaws of the Corporation shall so provide.

8. Right to Amend. The Corporation reserves the right to amend any provision
contained in this Certificate as the same may from time to time be in effect in
the manner now or hereafter prescribed by law, and all rights conferred on
stockholders or others hereunder are subject to such reservation.

9. Limitation on Liability. The directors of the Corporation shall be entitled
to the benefits of all limitations on the liability of directors generally that
are now or hereafter become available under the General Corporation Law of
Delaware. Without limiting the generality of the foregoing, no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions



not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Section 9 shall be prospective only,
and shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

Dated: February 14, 2000


                                            ------------------------------------
                                            Mishael M. Azam, Incorporator

EX-3.10

                                                                    EXHIBIT 3.10

                                     BYLAWS

                                       OF

                     NELSON STUD WELDING INTERNATIONAL, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

1.1 Meetings.

     1.1.1 Place. Meetings of the stockholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.

     1.1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the president, or the board of directors, or the holders of a
majority of the outstanding shares of stock of the Company entitled to vote at
the meeting.

     1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such
matter.

     1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.



                                   ARTICLE II

                                    DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.

2.2 Meetings.

     2.2.1 Place. Meetings of the board of directors shall be held at such place
as may be designated by the board or in the notice of the meeting.

     2.2.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such times as the board may designate. Notice of regular meetings need
not be given.

     2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile
transmission.

     2.2.4 Quorum. A majority of all the directors in office shall constitute a
quorum for the transaction of business at any meeting.

     2.2.5 Voting. Except as otherwise provided herein, in the certificate of
incorporation or by law, the vote of a majority of the directors present at any
meeting at which a quorum is present shall constitute the act of the board of
directors.

     2.2.6 Committees. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. Unless otherwise provided herein, in the absence
or disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of the full board
of directors to the extent provided in the resolution of the board directing the
committee.

                                       -2-



                                   ARTICLE III

                                    OFFICERS

3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority,
perform such duties and serve for such compensation as may be determined by
resolution of the board of directors. Except as otherwise provided by board
resolution, (i) the president shall be the chief executive officer of the
Company, shall have general supervision over the business and operations of the
Company, may perform any act and execute any instrument for the conduct of such
business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties customarily related
to their respective offices, and (iii) any vice president, or vice presidents in
the order determined by the board, shall in the absence of the president have
the authority and perform the duties of the president.

                                   ARTICLE IV

                                 INDEMNIFICATION

4.1 Right to Indemnification. The Company shall indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of the Company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the Company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of the Company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.

4.2 Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of the
final disposition of such proceeding subject to the provisions of any applicable
statute.

4.3 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of any person seeking
indemnification or advance of expenses shall be required to, determine in

                                       -3-



each case whether the applicable standards in any applicable statute have been
met, or such determination shall be made by independent legal counsel if such
quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of
disinterested directors so directs, provided that, if there has been a change in
control of the Company between the time of the action or failure to act giving
rise to the claim for indemnification or advance of expenses and the time such
claim is made, at the option of the person seeking indemnification or advance of
expenses, the permissibility of indemnification or advance of expenses shall be
determined by independent legal counsel. The reasonable expenses of any director
or officer in prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine permissibility of
indemnification or advance of expenses, shall be borne by the Company.

4.4 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.5 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and
advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute,
provision of the Certificate of Incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall inure to the benefit of the heirs, executors and
administrators of any such person.

4.6 Insurance and Other Indemnification. The board of directors shall have the
power to (i) authorize the Company to purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to the
extent that power to do so has not been prohibited by statute, (ii) create any
fund of any nature, whether or not under the control of a trustee, or otherwise
secure any of its indemnification obligations, and (iii) give other
indemnification to the extent permitted by statute.

                                       -4-



                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                   ARTICLE VI

                                   AMENDMENTS

     These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.

                                       -5-

EX-3.11

                                                                    EXHIBIT 3.11

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      PROFILE STEEL AND WIRE, INCORPORATED



                      RESTATED CERTIFICATE OF INCORPORATION
                     OF PROFILE STEEL AND WIRE, INCORPORATED
                     ---------------------------------------

          Profile Steel and Wire, Incorporated, a corporation organized and
existing under the laws of the State of Delaware hereby certifies as fol1ows:

          1.  The name of the corporation is Profile Steel and Wire,
Incorporated. The date of filing its original Certificate of Incorporation with
the Secretary of State was February 15, 1962.

          2.  This Restated Certificate of Incorporation restates, integrates
and amends the Certificate of Incorporation of this corporation by amendments
decreasing the authorized capital of the corporation and other amendments or
changes.

          3.  The text of the Certificate of Incorporation is hereby restated
with amendments or changes to read as set forth in full:

          FIRST:  The name of the corporation is Profile Steel and Wire,
     Incorporated.

          SECOND: Its principal office in the State of Delaware is located at
     No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
     The name and address of its resident agent is The Corporation Trust
     Company, No. 100 West Tenth Street, Wilmington, Delaware, 1989.



          THIRD:  The nature of the business or purposes to be conducted or
     permitted is: To engage in any lawful act or activity for which
     corporations may be organized under the General Corporation Law of
     Delaware.

          FOURTH: The total authorized capital stock of this corporation is Five
     Hundred Thousand ($500, 000) Dollars divided into 50,000 shares of Common
     Stock, of the par value of Ten ($10) Dollars per share, amounting in the
     aggregate to Five Hundred Thousand ($500, 000) Dollars.

     A.   The shares of stock of this corporation shall be transferable only by
     assignment on the books of the corporation. The Common Stock of the
     corporation shall not he sold, transferred or assigned to any person not
     then a holder of shares of such stock without first offering such shares at
     the same price and terms as the proposed sale to the holders of the Common
     Stock by giving notice in writing to the Secretary of the corporation
     setting forth the price and terms of the proposed sale and offering the
     proposed shares at the same price and terms to the holders of the Common
     Stock. The Secretary of the corporation shall send copies of such offer to
     all holders of the Common Stock at their registered addresses within 48
     hours after his receipt thereof. Any holder of Common Stock wishing to
     purchase any of the offered shares (the shares so offered for sale are
     hereinafter called "offered shares") shall mail notice in writing to the
     Secretary of the corporation not later than midnight on the 20th day after
     the mailing of such copies of such offer, specifying the number of offered
     shares which he wishes to purchase. If the orders from the holders of the
     Common Stock exceed the number of offered shares,

                                      - 3 -



     offered shares shall be allotted in proportion to the respective holdings
     of such shares. If the total orders are less than the number of offered
     shares, the offer or may at his option accept all the orders or he may
     reject all orders and sell in accordance with his notice of proposed sale.
     This restriction shall apply to the shares following transfer, and prevent
     any resale, retransfer or reassignment except in accordance with these
     terms. Nothing herein shall prevent a corporate shareholder from
     distributing its shares in this corporation to its shareholders as a
     dividend, or shall prevent any transfer by will, intestate, succession or
     gift to the holder's next of kin. The certificates for stock issued by this
     corporation shall have the following provision typed or printed on the face
     thereof:

          "The transfer of this certificate is subject to the previsions of
          Article Fourth of the Certificate of Incorporation".

     B.   No holder of any shares of any class of stock of the corporation shall
     be entitled as such to any pre-emptive or preferential or other right to
     subscribe for or purchase, or receive any shares, or any securities of any
     kind convertible into or exchangeable for or evidencing the right to
     subscribe for or purchase or receive any shares of any class of stock now
     authorized or to be authorized.

     C.   From time to time the Common Stock may be increased according to law
     and may be issued in such amounts or proportions as shall be determined by
     the Board of Directors and as may be permitted by law. All or any part of
     the shares of Common Stock may be issued and sold or otherwise disposed of
     from time to time for such

                                      - 4 -



     consideration (not less than par value) as may be fixed from time to time
     by the Board of Directors.

     D.   No paid-up stock or stock issued as fully paid-up shall be assessable
     or assessed for debts of the corporation.

     E.   Each share of Common Stock shall be equal in all respects to all other
     shares of such stock and shall entitle the holders thereof to one vote.
     Directors shall be elected by a plurality of the votes cast at a meeting of
     the stockholders. Whenever any corporate action other than the election of
     directors is to be taken by vote of the stockholders it shall, except as
     otherwise required by the General Corporation Law of Delaware, be
     authorized by a majority of the votes cast at a meeting of stockholders by
     the holders of shares entitled to vote thereat.

     In the event of any liquidation, dissolution or winding up of the affairs
     of the corporation, whether voluntary or involuntary, the remaining assets,
     alter the payment of all debts and liabilities, shall be distributed
     pro-rata among the holders of the Common Stock.

          FIFTH:   The corporation is to have perpetual existence.

          SIXTH:   The private property of the stockholders shall not be subject
     to the payment of corporate debts to any extent whatsoever.

          SEVENTH: In furtherance and not in limitation of the powers conferred
     by statute, the Board of Directors is expressly authorized:

                                      - 5 -



     (1)  To make, alter or repeal the By-laws of the corporation.

     (2)  To authorize and cause to be executed mortgages and liens upon the
          real and personal property of the corporation.

     (3)  To set apart out of any of the funds of the corporation available for
          dividends a reserve or reserves for any proper purpose and to abolish
          any such reserve in the manner in which it was created.

     (4)  By resolution passed by a majority of the whole board, to designate
          one or more committees, each committee to consist of one or more of
          the directors of the corporation. The board may designate one or more
          directors as alternate members of any committee, who may replace any
          absent or disqualified member at any meeting of the committee. The
          By-laws may provide that in the absence or disqualification of a
          member of a committee, the member or members thereof present at any
          meeting and not disqualified from voting, whether or not he or they
          constitute a quorum, may unanimously appoint another member of the
          Board of Directors to act at the meeting in the place of any such
          absent or disqualified member. Any such committee, to the extent
          provided in the resolution of the Board of Directors, or in the
          By-laws of the corporation, shall have and may exercise all the powers
          and authority of the Board of Directors in the management of the
          business and affairs of the corporation, and may authorize the seal of
          the corporation to be affixed to all papers which may require it; but
          no such committee shall have the power or authority in reference to
          amending the

                                      - 6 -



          certificate of incorporation, adopting an agreement of merger or
          consolidation, recommending to the stockholders the sale, lease or
          exchange of all or substantially all of the corporation's property and
          assets, recommending to the stockholders a dissolution of the
          corporation or a revocation of a dissolution, or amending the By-laws
          of the corporation; and, unless the resolution or By-laws expressly so
          provide, no such committee shall have the power or authority to
          declare a dividend or to authorize the issuance of stock.

     (5)  When and as authorized by the stockholders in accordance with statute,
          to sell, lease or exchange all or substantially all of the property
          and assets of the corporation, including its good will and its
          corporate franchises, upon such terms and conditions and for such
          consideration, which may consist in whole or in part of money or
          property including shares of stock in, and/or other securities of, any
          other corporation or corporations, as its Board of Directors shall
          deem expedient and for the best -interests of the corporation.

          EIGHTH:   Whenever a compromise or arrangement is proposed between
     this corporation and its creditors or any class of them and/or between this
     corporation and its stockholders or any class of them, any court of
     equitable jurisdiction within the State of Delaware may, on the application
     in a summary way of this corporation or of any creditor or stockholder
     thereof, or on the application of any receiver or receivers appointed for
     this corporation under the provisions of Section 291 of Title 8 of the
     Delaware Code or on the application of trustees in dissolution or of any
     receiver or receivers appointed for

                                      - 7 -



     this corporation under the provisions of Section 279 of Title 8 of the
     Delaware Code order a meeting of the creditors or class of creditors,
     and/or the stockholders or class of stockholders of this corporation, as
     the case may be, to be summoned in such manner as the said court directs.
     If a majority in number representing three-fourths in value of the
     creditors or class of creditors, and/or of the stockholders or class of
     stockholders of this corporation, as the case may be, agree to any
     compromise or arrangement and to any reorganization of this corporation as
     a consequence of such compromise or arrangement, the said compromise or
     arrangement and the said reorganization shall, if sanctioned by the court
     to which the said application has been made, be binding on all the
     creditors or class of creditors, and/or on all the stockholders or class of
     stockholders of this corporation, as the case may be, and also on this
     corporation.

          NINTH:    Meetings of stockholders may be held within or without the
     State of Delaware, as the By-laws may provide. The books of the corporation
     may be kept (subject to any provision contained in the statutes) outside,
     the State of Delaware at such place or places as may be designated from
     time to time by the Board of Directors or in the By-laws of the
     corporation. Elections of directors need not be by written ballot unless
     the By-laws of the corporation shall so provide.

          TENTH:    The corporation shall to the fullest extent permitted by
     Section 145 of the General Corporation Law of Delaware, indemnify any and
     all persons whom it shall have power to indemnify under said section from
     and against any and all of the expenses, liabilities or other matters
     referred to in or covered by said section, and

                                      - 8 -



     advances may be made by this corporation against costs, expenses and fees,
     except in cases of negligence or misconduct by such persons.

          ELEVENTH: The corporation reserves the right to amend, alter, change
     or repeal any provision contained in this Certificate of Incorporation, in
     the manner now or hereafter prescribed by statute, and all rights conferred
     upon stockholders herein are granted subject to this reservation.

          4.  This Restated Certificate of Incorporation was duly adopted by
vote of the stockholders in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

          5.  The capital of said corporation will not be reduced under or by
reason of any amendment in this Restated Certificate of Incorporation.

                                      - 9 -



          IN WITNESS WHEREOF said Profile Steel and Wire, Incorporated has
claimed its corporate seal to be herewith affixed and this Certificate to be
signed by John H. Steward, its Chairman of the Board, and attested by Thomas A.
Roach, its Secretary, this second day of March, 1971.


                                          PROFILE STEEL AND WIRE, INCORPORATED


                                          By
                                             -----------------------------------
                                                     John H. Steward
[Corporate Seal]                                  Chairman of the Board

ATTEST:


By
   -----------------------------------
            Thomas A. Roach
               Secretary

STATE OF MICHIGAN)
                 )  ss:
COUNTY OF WAYNE  )

          BE IT REMEMBERED that on this second day of March, 1971, personally
came before me, a Notary Public in and for the County and State aforesaid, John
H. Steward, Chairman of the Board of Directors of Profile Steel and Wire,
Incorporated, a corporation of the State of Delaware, and he duly executed said
certificate before and acknowledged the said certificate to be his act and deed
and the act and deed of said corporation and the facts stated therein are true;
and that the seal affixed to said certificate and attested by the Secretary of
said Corporation is the common or corporate seal of said Corporation.

          (2-lined paragraph cannot be read)

                                     - 10 -



                                          --------------------------------------
                                          Notary Public, Wayne County, Michigan

                                          My commission expires:


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

                                     - 11 -



                            CERTIFICATE OF AMENDMENT

                                       OF

                      Profile Steel and Wire, Incorporated



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

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

          Profile Steel and Wire, Incorporated, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY

          FIRST:  That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of Profile
          Steel and Wire, Incorporated be amended by changing the
          first sentence of the Article thereof numbered "Fourth" so
          that, as amended, the first sentence of said Article shall
          be and read as follows:

              FOURTH: The total authorized capital stock of this
              corporation is One Million ($1, 000, 000) Dollars
              divided into 100,000 shares of Common Stock, of the par
              value of Ten ($10) Dollars per share, amounting in the
              aggregate to One Million ($1,000,000) Dollars.

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of The General Corporation Law of
the State of Delaware.



          THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said Profile Steel and Wire, Incorporated has
caused this certificate to be signed by John H. Steward, its Chairman of the
Board of Directors and attested by Jerry H. Steward, its Secretary, as of
September 30, 1972 on this 17th day of June, 1974.


                                          PROFILE STEEL AND WIRE, INCORPORATED


                                          By
                                             -----------------------------------
                                                      John H. Steward
[Corporate Seal]                                   Chairman of the Board

ATTEST:


By
   ----------------------------------
             Jerry H. Steward
                Secretary

                                      - 2 -



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION
                          ----------------------------

          PROFILE STEEL AND WIRE, INCORPORATED, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY.

          FIRST:  That at a special joint meeting of the Shareholders and Board
of Directors of PROFILE STEEL AND WIRE, INCORPORATED, duly held on the _____ day
of ____________________, 1975, a resolution was duly adopted by the Shareholders
and Directors setting forth the proposed amendment to the Certificate of
Incorporation of said corporation and declaring said amendment to be advisable.
The resolution setting forth the proposed amendment is as follows:

              "NOW, THEREFORE, BE IT RESOLVED, that the Certificate
          of Incorporation of this corporation be amended by changing
          Section A of the Article thereof numbered "FOURTH" so that,
          as amended, said Section shall be and read as follows:

              'A. The shares of stock of this corporation shall be
              transferable only by assignment on the books of the
              corporation.'"

          SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
Delaware.



          IN WITNESS WHEREOF, PROFILE STEEL AND WIRE, INCORPORATED has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Charles N. Mellowes, its president, and Jerry H. Steward, its secretary, this
_____ day of ____________________, l97__.

                                          PROFILE STEEL AND WIRE, INCORPORATED


[Corporate Seal]                          By
                                             -----------------------------------
                                             Charles N. Mellowes, President


                           ATTEST:        By
                                             -----------------------------------
                                             Jerry H. Steward, Secretary


STATE OF MICHIGAN)
                 )  ss:
COUNTY OF WAYNE  )

          On this ____ day of ____________________, 197__, before n personally
appeared CHARLES N. MELLOWES and JERRY H. STEWARD, president and secretary
respectively, of Profile Steel and Wire, Incorporated, a corporation of the
State of Delaware, the corporation described in and which executed the foregoing
certificate, known to me to be the same persons described in and who executed
the foregoing instrument and they acknowledge that they executed the same as
their own free act and deed and that the seal affixed to said certificate is the
common or corporate seal of said corporation.

My commission expires:                     -------------------------------------

                                           Notary Public, Wayne County, Michigan

                                      - 2 -



                              CERTIFICATE OF MERGER

                                       OF

                         PROFILE ACQUISITION CORPORATION

                                      INTO

                      PROFILE STEEL AND WIRE, INCORPORATED

     The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of Delaware:

     DOES HEREBY CERTIFY:

     FIRST:   That the name and state of Incorporation of each of the
constituent corporations of the merger is as follow:

              NAME                                STATE OF INCORPORATION
- --------------------------------------    --------------------------------------
PROFILE STEEL AND WIRE, INCORPORATED                     Delaware
PROFILE ACQUISITION CORPORATION                          Delaware

     SECOND:  That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of Delaware.

     THIRD:   That the name of the surviving corporation of the merger is
Profile Steel and Wire, Incorporated.

     FOURTH:  That the Certificate of Incorporation of Profile Steel and Wire,
Incorporated, a Delaware corporation, which shall be the Certificate of
Incorporation of the surviving corporation.

     FIFTH:   That the executed Agreement of Merger is on the file at the
principal place of business of the surviving corporation, the address of which
is 26300 Capitol Avenue, Detroit, Michigan 48239.



     SIXTH:   That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

     SEVENTH: That this Certificate of Merger shall be effective on March _____,
1998.

Dated:  March _____, 1998

                                          PROFILE STEEL AND WIRE, INCORPORATED


                                          By
                                             -----------------------------------
                                             Its President

                                      - 2 -

EX-3.12

                                                                    EXHIBIT 3.12

                                   BY-LAWS OF

                       PROFILE STEEL & WIRE, INCORPORATED

                            (a Delaware corporation)

                             (Adopted March 2, 1971)

                                  ARTICLE I.

                             Meeting of Stockholders

     Section 1.  ANNUAL MEETINGS. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the last Monday in February of
each year commencing in the year 1972, (or if that day be a legal holiday at the
place where such meeting is to be held, then on the next succeeding business
day) at such time on said day and at such place, either within or without the
State of Michigan, as the Board of Directors of the Corporation (herein-after
called the Board) may designate in the notice therefor.

     Section 2.  SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless other wise prescribed by statute or by the Articles
of Incorporation, may be called by the Chairman of the Board or by the
President, and shall be called by the President or Secretary upon the order of
the Board, or at the request in writing, stating the purpose or purposes of the
proposed meeting, of stockholders owning a majority in amount of all of the
issued and outstanding capital stock of the corporation and entitled to vote at
such meeting.

     Section 3.  NOTICE OF MEETINGS. Except as otherwise required by law or by
the Articles of Incorporation of the Corporation, written notice of each Annual
or Special Meeting of



Stockholders shall be given at least 10 days and not more than 60 days before
the day on which such meeting is to be held, to each stockholder of record
entitled to notice of, or to vote at, such meeting by mailing a copy of such
notice in a postage prepaid envelope addressed to him at his last post office
address appearing on the stock records of the Corporation. Except as otherwise
expressly required by law, no publication of any notice of a meeting of the
stockholders shall be required. Every such notice shall stare the place, date
and hour of the meeting and, in the case of a special meeting, shall state
briefly the purpose or purposes for which it was called. Notice of any meeting
need not be given to any stockholder who attends such meeting in person or by
proxy. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

     Section 4.  QUORUM. At each meeting of the stockholders, except as
otherwise expressly required by law, if stockholders holding not less than a
majority of the shares of stock of the Corporation issued, outstanding and
entitled to be noted thereat are present in person or by proxy, they shall
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of those present in person or by proxy and entitle to vote
thereat, or in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time until stockholders holding the amount of stock
requisite for a quorum shall be present or represented. At any such adjourned
meeting at which a quorum by be present any business may be transacted which
might have been transacted at the meeting as originally called.

                                      - 2 -



     Section 5.  ORGANIZATION. At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:

            (a)  the Chairman of the Board;

            (b)  the President;

            (c)  the Executive Vice President;

            (d)  any Vice President designated by the Board or the Executive
            Committee or the President to act as Chairman of said meeting and to
            preside thereat; or

            (e)  a stockholder of record of the Corporation who shall be chosen
            Chairman of such meeting by a majority in voting interest of the
            stockholders present in person or by proxy and entitled to vote
            thereat.

The Secretary, or, if he shall be absent from such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 6.  ORDER OF BUSINESS. The order of business at each meeting of the
stockholders shall be determined by the chairman of such meeting, but such order
of business at any meeting at which a quorum is present may be changed by the
vote of a majority in voting interest of those present in person or by proxy at
such meeting and entitled to vote thereat.

     Section 7.  VOTING. Each stockholder shall at each meeting of the
stockholders be entitled to one note in person or by proxy for each share of
stock of the Corporation which has

                                      - 3 -



voting power on the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:

            (a)  on the date fixed pursuant to the provisions of section 5 of
            Article VI of these By-laws as the record date for the determination
            of stockholders who shall be entitled to receive notice of, and to
            vote at, such meeting or

            (b)  in the event that no such record date shall have been so fixed,
            then at the date of such meeting; provided, however, that, except
            where the transfer books of the Corporation shall have been closed,
            no share of stock of the Corporation shall be voted on at any
            election of directors which shall have been transferred on the books
            of the Corporation within 20 days next preceding such election of
            directors.

Shares of its own stock belonging to the Corporation shall not be noted directly
or indirectly. Any vote on stock of the Corporation may be given at any meeting
of the stockholders by the stockholder entitled thereto in person or by his
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than tree years prior to the date of meeting in question
which shall be delivered to Secretary or an Assistant Secretary or to the
secretary of the meeting. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy. At all meetings of the stockholders all matters, except as
otherwise provided in these By-laws or by law, shall be decided by the noted of
a majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat and thereon, a quorum being present. Except in the
case of

                                      - 4 -



votes for the election of directors, the vote at any meeting of the stockholders
on any question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot each ballot shall be signed by the stockholder
voting, or be his proxy, if there be such proxy.

     Section 8.  LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent or transfer clerk appointed by the Board, to prepare
and make, at least 10 days before every meeting of the stockholders called to be
held for the election of directors of the Corporation, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order
by class and series thereof and showing the address of each stockholder and the
number of shares of such class or series registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder
during ordinary business hours for a period of at least 10 days prior to said
meeting and election, either at a place within the city, town or village where
said meeting and election are to be held and which place shall be specified in
the notice of said meeting or, if not so specified, at the place where said
meeting and election are to be held, and such list shall be produced and kept at
the time and place of said meeting and election during the whole time thereof
and subject to the inspection of any :stockholder who may be present thereat.
The original or duplicate stock ledger shall be the only evidence as to who are
the stockholders entitled to examine such list or the books of the Corporation
or to vote in person or by proxy at such election.

     Section 9.  INSPECTORS. The Board, in advance of any meeting of
Stockholders, may appoint One or more inspectors I to act at such meeting or any
adjournment thereof. If the

                                      - 5 -



inspectors shall-not be so appointed, or if any of them shall fail to appear or
act, the chairman of such meeting shall appoint the inspectors, or such
replacement or replacements therefor, as the case may be. Such inspectors,,
before entering on the discharge of their duties, shall take and sign an oath or
affirmation faithfully- to execute the duties-of inspectors at meetings for
which they are appointed. At such meeting, the inspectors shall receive and take
charge of the proxies and ballots and decide all questions relating to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes. An inspector need not be a stock-holder of the Corporation,
and any officer of the Corporation may be an inspector on any question other
than a vote for or against his election to any position with the Corporation.

                                  ARTICLE II.

                               Board of Directors

     Section 1.  GENERAL POWERS. The properties, business and affairs of the
Corporation shall be managed by the Board.

     Section 2.  NUMBER AND TIME OF HOLDING OFFICE. Subject to the requirements
of the laws of the State of Delaware, the Board may from time to time by the
vote of the majority of the Whole Board determine the number of directors,
provided that the number of directors shall not be reduced so as to shorten the
term of any director at the time in the office. The term "Whole Board" as used
in these By-laws shall mean the number of positions on the Board regardless of
the number of directors then in office. Until the Board shall otherwise so
determine, the number of directors shall be five (5). Each of the directors of
the Corporation

                                      - 6 -



shall hold office until the annual meeting next after his election and until his
successor shall be elected and qualified or until his earlier death or
resignation. Directors need not be stockholders.

     Section 3.  ELECTION OF DIRECTORS. At each meeting of the stockholders for
the election of directors at which a quorum is present the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

     Section 4.  ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside
thereat, in the following order of precedence:

            (a)  the Chairman of the Board;

            (b)  the President; or

            (c)  any director chosen by a majority of the directors present
            thereat.

The Secretary, or, if he shall be absent from such meeting, the person whom the
chairman of such meeting shall appoint, shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the Board
shall be determined by the chairman of the meeting.

     Section 5.  RESIGNATIONS. Any director may resign at any time by giving
written notice of his resignation to the Board, the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect immediately upon its receipt by the Board, the

                                      - 7 -



President or the Secretary. Except as specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 6.  VACANCIES. If any vacancy shall occur among the directors, or
if the number of directors shall at any time be increased, the directors in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly created directorships, or any such vacancies or newly created
directorships may be filled by the stockholders at any meeting. When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as herein provided in the filling of other vacancies.

     Section 7.  PLACE OF MEETINGS. The Board may hold its meetings at such
place or places within or without the State of Delaware as the Board may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.

     Section 8.  ANNUAL MEETING. Unless the Board shall by resolution otherwise
determine, immediately after each annual election of directors, the Board shall
meet for the purpose of organization, the election of officers and the
transaction of other business. I the Board shall determine that such meeting
shall be held at a different place, date and hour, notice thereof shall be given
in the manner hereinafter provided for special meetings of the Board.

                                      - 8 -



     Section 9.  REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times as the Board shall from time to time determine. Notices of regular
meetings need not be given. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be postponed until the same hour
of the next succeeding business day.

     Section 10. SPECIAL MEETING; NOTICE. Special meetings of the Board shall be
held whenever called by the Chairman of the Board, the President or any two of
the directors. A notice of each such special meeting shall be given as
hereinafter in this Section provided, which notice shall specify the place, date
and hour of such meeting, but, except as otherwise expressly provided by law,
the purposes thereof need not be stated in such notice. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business at least two days before the day on which such meeting
is to be held or shall be sent addressed to him at such place by telegraph,
cable, wireless or other form of recorded communication or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held. Notice of any meeting of the Board need no, however, be
given to any director if waived by him in writing or by telegraph, cable,
wireless or other form of recorded communication before, during or after such
meeting or if he shall be present at such meeting; and any meeting of the Board
shall be a legal meeting without any notice thereof having been given if all the
directors of the Corporation then in office shall be present thereat.

     Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided in
these By-laws or by law, a majority of the directors shall be present in person
at any meeting

                                      - 9 -



of the Board in order to constitute a quorum for the transaction of business at
such meeting, provided that if the number of directors shall consist of more
than seven members, less than a majority but in no event less than one-third of
the members shall constitute a quorum, and the act of a majority of the
directors present at any such meeting at which a quorum is present shall be the
act of the Board. In the absence of a quorum, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present thereat. Notice of any adjourned meeting need not be give. The
directors shall act only as a board and the individual directors shall have no
power as such.

     Section 12. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board or of any committee thereof may be taken without a
meeting if all members of the Board or of such committee, as the case may be,
consent thereto in writing and such writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 13. COMPENSATION. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board, a fixed sum for attendance at each
meeting of the Board and/or a stated salary as a director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of the Executive Committee and/or of
other committees may be allowed like compensation and reimbursement of expenses
for attending committee meetings.

                                  ARTICLE III.

                                   Committees

                                      - 10 -



     Section 1.  EXECUTIVE COMMITTEE; NUMBER, APPOINTMENT, TERM OF OFFICE, ETC.
The Board, by resolution adopted by a majority of the Whole Board, may designate
an Executive Committee consisting of not less than two of the directors then in
office and fill vacancies therein. Each member of the Executive Committee shall
continue to be a member thereof only so long as he remains a director and at the
pleasure of a majority of the Whole Board. Any vacancies on the Executive
Committee may be filled by the majority of the Whole Board.

     Section 2.  FUNCTIONS AND POWERS. The executive Committee, between meetings
of the Board, shall have and may exercise the powers of the Board, shall have
and may exercise the powers of the Board in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

     Section 3.  PROCEDURE. The Executive Committee by a vote of a majority of
its members, shall fix its own times and places of meeting, shall determine the
number of its members constituting a quorum for the transaction of business, and
shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members.

     Section 4.  MINUTES. The Executive Committee shall keep regular minutes of
its proceedings and all action by the Executive Committee shall be reported to
the Board at its next meeting. Such action shall be subject to review by the
Board, provided that no rights of third parties shall be affected by such
review.

                                      - 11 -



     Section 5.  OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the Whole Board, may designate one or more other committees, which
shall in each case consist of directors and shall have and may exercise such
powers of the Board for such periods as the Board may determine in the
respective resolutions designating such committees or from time to time. A
majority of all the members of any such committee may fix its rules of
procedure, determine its action, fix the time and place, whether within or
without the State of Michigan, of its meetings and specify what notice thereof,
if any, shall be given, unless the Board shall by resolution otherwise provide.
Each member of any such committee shall continue to be a member thereof only so
long as he remains a director and at the pleasure of a majority of the Whole
Board. Any vacancies on any such committee may be filled by a majority of the
Whole Board.

                                   ARTICLE IV.

                                    Officers

     Section 1.  ELECTION AND TERM OF OFFICE. The executive officers of the
Corporation shall be the President (who shall be a director), such number of
Vice Presidents as the Board may determine from time to time, a Treasurer and a
Secretary. The Board in its discretion may also elect a Chairman of the board
(who shall be a director), and Executive Vice President, Controller, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers as it may deem
necessary, who shall have such authority and perform such duties as may be
prescribed from time to time by the Board. Any two offices may be held by the
same person except the offices of President and Secretary. All executive
officers and other officers of the Corporation shall be elected annually by the
Board at the first meeting thereof held after each

                                      - 12 -



annual meeting of stockholders for the election of directors and shall hold
office, unless sooner terminated by resignation, death, removal, retirement, or
for any other reason, until their successors are elected and have qualified. Any
vacancies in any offices may be filled by a majority of the Whole Board. Any
executive officer and any other office elected by the Board shall be subject to
removal, either with or without cause, at any time by a majority of the Whole
Board.

     Section 2.  RESIGNATIONS. Any executive officer or other officer may resign
at any time by giving written notice of his resignation to the Board, the
President or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, then it shall take effect immediately upon its receipt by the
Board, the President or the Secretary; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

     Section 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board at which he is present and shall perform such other
duties as may be assigned to him from time to time by the board.

     Section 4.  PRESIDENT. The President shall be the chief executive officer
of the Corporation. Subject to the control of the Board, he shall have general
charge of the business and affairs of the Corporation and shall supervise and
direct all executive officers, other officers, agents and employees. He shall
have power to appoint and remove all agents and employees not appointed or
elected by the Board and shall have such other powers and perform such other
duties provided in these By-laws and as may be assigned to him from time to time
by the Board.

                                      - 13 -



     Section 5.  EXECUTIVE VICE PRESIDENT. It shall be the duty of the Executive
Vice President to assist the President in the administration, general management
and direction of the business and affairs of the Corporation with respect to
such matters as may be assigned to him from time to time by the President or the
Board. Whenever the President is unable to serve by reason of sickness, absence
or otherwise, the regular powers and duties of his office shall be exercised and
performed by the Executive Vice President.

     Section 6.  VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the Board at the time of his election and such
other powers and duties as may be assigned to him from time to time by the
President or the Board.

     Section 7.  TREASURER. The treasurer shall be responsible for safeguarding
the cash and securities of the Corporation. He shall formulate the investment
and financial policies of the Corporation for submission to the President or the
Board. He shall perform such other duties as may be assigned to him from time to
time by the President or the Board. He shall, on request, present reports to the
President or the Board, giving account of his stewardship of the funds of the
Corporation and other important matters relating to the fiscal affairs of the
Corporation.

     Section 8.  CONTROLLER. The Controller shall be in charge of the accounts
of the Corporation. He shall be responsible to the Board for the maintenance of
adequate accounting procedure and records of the Corporation and for the
preparation of financial statements and reports on the operation of the
business. He shall be responsible to the President with respect to

                                      - 14 -



the administration of his office and shall perform such duties as may be
assigned to him from time to time by the President or the Board.

     Section 9.  SECRETARY. The Secretary shall keep the records of all meetings
of the stockholders, the Board, the Executive Committee and any committees
appointed pursuant to Article III hereof. He shall affix the seal of the
Corporation to all deeds, contracts, bonds or other instruments requiring the
corporate seal when the same have been signed on behalf of the Corporation by a
duly authorized officer. He shall perform such other duties as may be assigned
to him from time to time by the President or the Board.

     Section 10. SUBORDINATE OFFICERS. The Board may appoint such subordinate
officers as it may deem desirable. Each such officer shall hold office for such
period, have such authority and perform such duties as the Board may prescribe.
the Board may, from time to time, authorize any officer to appoint and remove
subordinate officers and to prescribe the powers and duties thereof.

     Section 11. COMPENSATION. The Board shall have power to fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.

     Section 12. BONDS. The Board may require any officer of the Corporation to
give a bond to the Corporation, conditional upon the faithful performance of his
duties, with one or more sureties and in such amount as may be satisfactory to
the Board.

                                      - 15 -



                                   ARTICLE V.

                         Contracts, Deposits and Proxies

     Section 1.  EXECUTION OF CONTRACTS, ETC. Except as otherwise required by
law or by these By-laws all the executive officers of the Corporation shall have
power to execute and deliver any deeds, contracts, mortgages, bonds, debentures
and other documents for and in the name of the Corporation. The Board may
authorize any other officer or officers or agent or agents to execute and
deliver any contract or other instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to such specific
instances as the Board may by resolution determine.

     Section 2.  DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or the President shall direct in such banks, trust
companies or other depositories as the Board may select or as may be selected by
an executive officer, or other officer or agent of the Corporation to whom power
in that respect shall have been delegated by the Board. For the purpose of
deposit and for the purpose of collection for the account of the Corporation,
checks, drafts and other orders for the payment of money which are payable to
the order or the Corporation may be endorsed, assigned and delivered by any
executive officer or other officer or agent of the Corporation as thereunto
authorized from time to time by the Board.

     Section 3.  PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. Unless otherwise provided by resolution adopted by the Board, the
Chairman of the Board, the President, the Executive Vice President or a Vice
President may

                                      - 16 -



from time to time (a) appoint an attorney or attorneys or agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities; (b) instruct the person or persons so appointed as to the
manner of exercising such powers and rights; and (c) execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies, powers of attorney or other
instruments as he may deem necessary or proper in order that the Corporation may
exercise its said powers and rights.

                                   ARTICLE VI.

                 Shares and Their Transfer; Examination of Books

     Section 1.  CERTIFICATES FOR STOCK. Every owner of stock of the Corporation
shall be entitled to have a certificate or certificates, in such form as the
Board shall prescribe, certifying the number, class, and series, if any, of
shares of stock of the Corporation owned by him. The certificates representing
shares of the respective classes and series, if any, of such stock shall be
numbered in the order in which they shall be issued and shall be signed in the
name of the Corporation by the person who was at the time of signing the
President, the Executive Vice President or a Vice President and by the person
who was at the time of signing the Secretary or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto; provided, however, that where
any such certificate is signed (a) by a transfer agent or assistant transfer
agent or (b) by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature thereon of such President, Executive Vice President or
Vice President and of such Secretary or Assistant Secretary and the seal of the
Corporation affixed thereto may be facsimile.

                                      - 17 -



In case any officer or the officers of the Corporation who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers. A record shall be kept of the respective names of the persons, firms
or corporations owning the stock represented by certificates for stock of the
Corporation, the number, class and series, if any, of shares represented by such
certificates, respectively, the respective dates thereof, and, in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled, and
a new certificate or certificates shall be issued in exchange for an existing
certificate only after such existing certificate shall have been so cancelled,
except in cases provided for in Section 4 of this Article VI.

     Section 2.  TRANSFERS OF STOCK. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or with a transfer clerk or a
transfer agent appointed as in Section 3 of this Article VI provided, and upon
surrender of the certificate or certificates for such shares properly endorsed,
with such proof or guaranty of the authenticity of the signature as the
Corporation or its agent may require, and payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the

                                      - 18 -



Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Corporation or to the
transfer agent or clerk making the transfer, shall be so expressed in the entry
of transfer.

     Section 3.  REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.
The Board may appoint or authorize any officer or officers to appoint one or
more transfer clerks or one or more transfer agents and one or more registrars
and may require all certificates for stock to bear the signature or signatures
of any of them.

     Section 4.  LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate of stock of the Corporation in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board, in its discretion, may require the owner of such
certificate, or his legal representatives, to give the Corporation a bond in
such sum limited or unlimited, in such form and with such surety or sureties as
the Board shall in its uncontrolled discretion determine to be sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or the
issuance of such new certificate.

     Section 5.  CLOSING OF TRANSFER BOOKS. The board may, by resolution, direct
that the stock transfer books of the Corporation be closed for a period not
exceeding 60 days preceding the date of any meeting of the stockholders, or the
date for the payment of any dividend, or the date for the allotment of any
rights, or the date when any change or conversation

                                      - 19 -



or exchange of stock of the Corporation shall go into effect, or for a period
not exceeding 60 days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that, in lieu of closing the stock transfer
books as aforesaid, the board may fix in advance a date not more than 60 days
preceding the date of any meeting of the stockholders, or the date for the
payment of any dividend, or the date for the allotment of any rights, or the
date when any change or conversion or exchange of stock of the Corporation shall
go into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to receive any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
stock, or to give such consent, and in each such case such stockholder and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or tot receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.

     Section 6.  EXAMINATION OF BOOKS BY STOCKHOLDERS. The Board may determine
from time to time whether, to what extent, at what times and places and under
what conditions and regulations, the accounts and books of the corporation, or
any of them, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by the laws of the State of

                                      - 20 -



Delaware or as authorized by resolution adopted by the Board or by stockholders
of the corporation entitled to vote in respect thereof.

                                  ARTICLE VII.

                                  Offices, Etc.

     Section 1.  REGISTERED OFFICE. The registered office of the Corporation in
the State of Delaware shall be in the City of Detroit, County of Wayne.

     Section 2.  OTHER OFFICES. The Corporation may also have an office of
offices other than said registered office at such place or places, either within
or without the State of Delaware as the Board may from time to time appoint or
as the business of the Corporation may require.

     Section 3.  BOOKS AND RECORDS. Except as otherwise required by law, the
Articles of Incorporation of the Corporation or these By-laws, the Corporation
may keep the books and records of the Corporation in such place or places within
or without the State of Delaware as the Board may from time to time by
resolution determine or the business of the Corporation may require.

                                  ARTICLE VIII.

                                    Dividends

          Subject to the provisions of law, of the Articles of Incorporation of
the Corporation and of these By-laws, the Board may declare and pay dividends
upon the shares of the capital stock of the Corporation out of earned surplus as
determined in accordance with the provisions of the laws of the State of
Delaware and may declare and pay dividends upon its

                                      - 21 -



preferred stock from any surplus, whenever and in such amounts as in the opinion
of the Board, and as permitted by law, the condition of the affairs of the
Corporation shall render it advisable.

                                   ARTICLE IX.

                                      Seal

          The Board shall provide a corporate seal, which shall be circular in
form and shall bear the full name of the Corporation and the words and figures
"Incorporated in Delaware", or words and figures of similar impact. The seal or
a facsimile thereof may be impressed or affixed or reproduced or other use made
thereof by the Secretary, any Assistant Secretary or any other officer
authorized by the Board.

                                   ARTICLE X.

                                   Fiscal Year

          The fiscal year of the Corporation shall end on September 30 in each
year. Such date may be changed for future fiscal years at any time and from time
to time by resolution of the Board.

                                   ARTICLE XI.

                                Waiver of Notices

          Whenever any notice whatever is required to be given by these By-laws
or by the Articles of Incorporation of the Corporation or by the laws of the
State of Delaware, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE XII.

                                 Indemnification

                                      - 22 -



     Section 1.  PERSONS ENTITLED TO INDEMNIFICATION; STANDARDS OF CONDUCT. To
the extent permitted by Delaware law from time to time in effect and subject to
the provisions of Section 2 of this Article, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right of
the Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, except in relation to matters as to which any such officer or
director or former officer or director or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person acted
negligently or was guilty of misconduct in the performance of duty.

     Section 2.  RIGHT OF INDEMNITY. Any indemnification under Section 1 of this
Article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Section 1. Such
determination shall be made (1) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if

                                      - 23 -



such quorum is not obtainable, or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel (compensated by
the Corporation) in a written opinion, or (3) by the stockholders.

     Section 3.  EXPENSES. If a director, officer, employee or agent of a
Corporation has been successful on the merits or otherwise as a party to any
action, suit or proceeding referred to in Section 1 of this Article, or with
respect to any claim, issue or matter therein (to the extent that a portion of
his expenses can be reasonably allocated thereto), he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 4.  ADVANCE OF EXPENSES. Expenses incurred in defending civil,
criminal, administrative or investigative action, suit or proceeding, or threat
thereof, may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

     Section 5.  RIGHT OF INDEMNIFICATION NOT EXCLUSIVE. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to

                                      - 24 -



be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 6.  INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partners, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnity him against
such liability under the provisions of this Article or of Section 10(1) of the
Michigan General Corporation Act.

                                  ARTICLE XIII.

                                   Amendments

          These By-laws may be amended, altered or repealed by the Board; but
any By-laws made by the Board may be altered, amended or repealed by the
stockholders.

                                      - 25 -

EX-3.13

                                                                    EXHIBIT 3.13

                          CERTIFICATE OF INCORPORATION

                                       OF

                       PROGRESSIVE STAMPING CO. (DE), INC.

     ARTICLE I. Name. The name of the Corporation is Progressive Stamping Co.
(DE), Inc.

     ARTICLE II. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

     ARTICLE III. Purpose. The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all of
the powers and privileges granted by such law and any other law of Delaware.

     ARTICLE IV. Authorized Capital. The aggregate number of shares of stock
which the Corporation shall have authority to issue is 3,045,000 shares, divided
into three (3) classes consisting of 1,045,000 shares of Preferred Stock, par
value $.01 per share ("Preferred Stock"), 1,000,000 shares of Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), and 1,000,000 shares
of Class B Common Stock, par value $.01 per share ("Class B Common Stock").
Class A Common Stock and Class B Common Stock are hereinafter sometimes
collectively referred to as "Common Stock."

          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

          A.   PREFERRED STOCK

                    1. Issue in Series. Preferred Stock may be issued from time
               to time in one or more series, each such series to have the terms
               stated herein or in the resolution of the Board of Directors of
               the Corporation providing for its issue. All shares of any one
               series of Preferred Stock will be identical, but shares of
               different series of Preferred Stock need not be identical or rank
               equally except insofar as provided by law or herein.



                    2. Creation of Series. In addition to the Series A Junior
               Preferred Stock provided for herein, the Board of Directors will
               have authority by resolution to cause to be created one or more
               series of Preferred Stock, and to determine and fix with respect
               to each series prior to the issuance of any shares of the series
               to which such resolution relates:

                         a. The distinctive designation of the series and the
                    number of shares which will constitute the series, which
                    number may be increased or decreased (but not below the
                    number of shares then outstanding) from time to time by
                    action of the Board of Directors;

                         b. The dividend rate and the times of payment of
                    dividends on the shares of the series, whether dividends
                    will be cumulative, and if so, from what date or dates;

                         c. The price or prices at which, and the terms and
                    conditions on which, the shares of the series may be
                    redeemed at the option of the Corporation;

                         d. Whether or not the shares of the series will be
                    entitled to the benefit of a retirement or sinking fund to
                    be applied to the purchase or redemption of such shares and,
                    if so entitled, the amount of such fund and the terms and
                    provisions relative to the operation thereof;

                         e. Whether or not the shares of the series will be
                    convertible into, or exchangeable for, any other shares of
                    stock of the Corporation or other securities, and if so
                    convertible or exchangeable, the conversion price or prices,
                    or the rates of exchange, and any adjustments thereof, at
                    which such conversion or exchange may be made, and any other
                    terms and conditions of such conversion or exchange;

                         f. The rights of the shares of the series in the event
                    of voluntary or involuntary liquidation, dissolution or
                    winding up of the Corporation;

                         g. Whether or not the shares of the series will have
                    priority over or be on a parity with or be junior to the
                    shares of any other series or class in any respect or will
                    be entitled to the benefit of limitations restricting the
                    issuance of shares of any other series or class having
                    priority over or being on a parity with the shares of such
                    series in any respect, or restricting the payment of
                    dividends on or the making of other distributions in respect
                    of shares of any other series or class ranking junior to the
                    shares of the series as to dividends or assets, or
                    restricting the purchase or redemption of the

                                       -2-



                    shares of any such junior series or class, and the terms of
                    any such restriction;

                         h. Whether the series will have voting rights, in
                    addition to any voting rights provided by law, and, if so,
                    the terms of such voting rights; and

                         i. Any other preferences, qualifications, privileges,
                    options and other relative or special rights and limitations
                    of that series.

                    3. Dividends. Holders of Preferred Stock shall be entitled
               to receive, when, as and if declared by the Board of Directors,
               out of funds legally available for the payment thereof, dividends
               at the rates fixed herein for the Series A Junior Preferred Stock
               and by the Board of Directors for any other series, and no more,
               before any dividends shall be declared and paid, or set apart for
               payment, on Common Stock with respect to the same dividend
               period.

                    4. Preference on Liquidation. In the event of the voluntary
               or involuntary liquidation, dissolution or winding up of the
               Corporation, holders of each series of Preferred Stock will be
               entitled to receive the amount fixed for such series plus, in the
               case of the Series A Junior Preferred Stock or any other series
               on which dividends will have been determined by the Board of
               Directors to be cumulative, an amount equal to all dividends
               accumulated and unpaid thereon to the date of final distribution
               whether or not earned or declared before any distribution shall
               be paid, or set aside for payment, to holders of Common Stock. If
               the assets of the Corporation are not sufficient to pay such
               amounts in full, holders of all shares of Preferred Stock will
               participate in the distribution of assets ratably in proportion
               to the full amounts to which they are entitled or in such order
               or priority, if any, as will have been fixed in the resolution or
               resolutions providing for the issue of the series of Preferred
               Stock. Neither the merger nor consolidation of the Corporation
               into or with any other corporation or entity, nor a sale,
               transfer or lease of all or part of its assets, will be deemed a
               liquidation, dissolution or winding up of the Corporation within
               the meaning of this paragraph except to the extent specifically
               provided for herein.

                    5. Redemption. The Corporation, at the option of the Board
               of Directors, may redeem all or part of the shares of any series
               of Preferred Stock on the terms and conditions fixed in this
               Certificate for the Series A Junior Preferred Stock and by the
               Board of Directors for any other series.

                    6. Voting Rights. Except as otherwise required by law, as
               otherwise provided herein or as otherwise determined by the Board
               of

                                       -3-



               Directors as to the shares of any series of Preferred Stock prior
               to the issuance of any such shares, the holders of Preferred
               Stock shall have no voting rights and shall not be entitled to
               any notice of meeting of stockholders.

          B.   SERIES A JUNIOR PREFERRED STOCK

                    1. Designation, Number of Shares. The first series of
               Preferred Stock shall be designated as the 12% Series A Junior
               Preferred Stock ("Series A Junior Preferred Stock"), and the
               number of shares which shall constitute such series shall be
               45,000. The par value of the Series A Junior Preferred Stock
               shall be $.01 per share.

                    2. Accrual and Payment of Dividends

                         a. The holders of Series A Junior Preferred Stock shall
                    be entitled to receive, when, as and if declared by the
                    Board of Directors out of funds of the Corporation legally
                    available therefor, cumulative cash dividends at the rate of
                    $12 per share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing April 1, 2001 and thereafter on the
                    first day of April (unless such day is not a business day in
                    which event on the last preceding business day) in each such
                    year (hereinafter referred to as a "Dividend Accrual Date"),
                    except that the dividend payment payable on April 1, 2001
                    shall be calculated from the date of original issuance
                    through April 1, 2001. Each such dividend on Series A Junior
                    Preferred Stock when paid shall be payable to holders of
                    record as they appear on the stock books of the Corporation
                    on the date established by the Board of Directors of the
                    Corporation as the record date for the payment of such
                    dividend (which record date shall not precede the date upon
                    which the resolution fixing such record date is adopted and
                    which record date shall be not more than sixty days prior to
                    such action). If no record date is fixed, the record date
                    for determining holders for such purpose shall be at the
                    close of business on the date on which the Board of
                    Directors adopts the resolution relating to such dividend
                    payment. Dividends with respect to any shares of Series A
                    Junior Preferred Stock shall accrue (whether or not earned
                    or declared) from the date of issue of such shares.

                         b. Such dividends on the Series A Junior Preferred
                    Stock shall be cumulative, whether or not earned or
                    declared, so that if at any time full cumulative dividends
                    at the rate aforesaid on all shares of Series A Junior
                    Preferred Stock then outstanding to the end of the annual
                    dividend period next preceding such time shall not have been
                    paid, the amount of the deficiency shall be paid

                                       -4-



                    before any sum shall be set aside for or applied by the
                    Corporation to the purchase, redemption or other acquisition
                    for value of any shares of Junior Stock (either pursuant to
                    any applicable sinking fund requirement or otherwise) or any
                    dividend or other distribution shall be paid or declared and
                    set apart for payment on any Junior Stock (other than a
                    dividend payable in Junior Stock); provided, however, that
                    the foregoing shall not prohibit the Corporation from
                    repurchasing shares of Junior Stock from a former employee
                    of the Corporation (or a subsidiary of the Corporation)
                    where such repurchase arises from the Corporation's option
                    to repurchase such shares upon termination of such
                    employee's employment with the Corporation (or a subsidiary)
                    pursuant to a written agreement between the Corporation and
                    such employee. Accrued dividends on the Series A Junior
                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the rate of
                    12% per annum.

                         c. When dividends are not paid in full upon the Series
                    A Junior Preferred Stock and any other stock ranking on a
                    parity as to dividends with the Series A Junior Preferred
                    Stock, all dividends paid upon shares of Series A Junior
                    Preferred Stock and any other stock ranking on a parity as
                    to dividends with the Series A Junior Preferred Stock shall
                    be paid pro rata so that in all cases the amount of
                    dividends paid per share on the Series A Junior Preferred
                    Stock and such other stock shall bear the same ratio that
                    accrued dividends per share on the shares of Series A Junior
                    Preferred Stock and such other stock bear to each other.
                    Except as provided in the preceding sentence, unless full
                    cumulative dividends on the Series A Junior Preferred Stock
                    have been paid, no dividends shall be declared or paid or
                    set aside for payment upon any other stock of the
                    Corporation ranking on a parity with the Series A Junior
                    Preferred Stock as to dividends.

                         d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

                    3. Preference on Liquidation

                         a. In the event that the Corporation shall be
                    liquidated, dissolved or wound up, whether voluntarily or
                    involuntarily, after all creditors of the Corporation shall
                    have been paid in full, the holders of the Series A Junior
                    Preferred Stock shall be entitled to receive, out of the
                    assets of the Corporation legally available for distribution
                    to its stockholders, whether from capital, surplus or

                                       -5-



                    earnings, before any amount shall be paid to the holders of
                    any shares of Junior Stock, an amount equal to $100 in cash
                    per share plus an amount equal to full cumulative dividends
                    (whether or not earned or declared) accrued and unpaid
                    thereon (including Additional Dividends) to the date of
                    final distribution, and no more. If upon any liquidation,
                    dissolution or winding up of the Corporation, the net assets
                    of the Corporation shall be insufficient to pay the holders
                    of all outstanding shares of Series A Junior Preferred Stock
                    and of any shares of stock ranking on a parity with the
                    Series A Junior Preferred Stock the full amounts to which
                    they respectively shall be entitled, such assets, or the
                    proceeds thereof, shall be distributed ratably among the
                    holders of the Series A Junior Preferred Stock and of any
                    shares of stock ranking on a parity with the Series A Junior
                    Preferred Stock. Holders of Series A Junior Preferred Stock
                    shall not be entitled, upon the liquidation, dissolution or
                    winding up of the Corporation, to receive any amounts with
                    respect to such stock other than the amounts referred to in
                    this Article IV.B(3)(a).

                         b. Neither the purchase nor redemption by the
                    Corporation of shares of any class of stock in any manner
                    permitted by the Certificate of Incorporation or any
                    amendment thereof, nor the merger or consolidation of the
                    Corporation with or into any other corporation or
                    corporations, nor a sale, transfer or lease of all or
                    substantially all of the Corporation's assets shall be
                    deemed to be a liquidation, dissolution or winding up of the
                    Corporation for the purposes of this Article IV.B(3);
                    provided, however, that any consolidation or merger of the
                    Corporation in which the Corporation is not the surviving
                    entity shall be deemed to be a liquidation, dissolution or
                    winding up of the affairs of the Corporation within the
                    meaning of this Article IV.B(3) if, (A) in connection
                    therewith, the holders of Common Stock of the Corporation
                    receive as consideration, whether in whole or in part, for
                    such Common Stock (1) cash, (2) notes, debentures or other
                    evidences of indebtedness or obligations to pay cash or (3)
                    preferred stock of the surviving entity (whether or not the
                    surviving entity is the Corporation) which ranks on a parity
                    with or senior to the preferred stock received by holders of
                    the Series A Junior Preferred Stock with respect to
                    liquidation or dividends or (B) the holders of the Series A
                    Junior Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series A Junior Preferred
                    Stock.

                                       -6-



                    4. Redemption.

                         a. Mandatory Redemption. All outstanding shares of
                    Series A Junior Preferred Stock shall be redeemed from funds
                    legally available therefor on [April 1, 2020] (the "Series A
                    Mandatory Redemption Date"), at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends) to the
                    Series A Mandatory Redemption Date.

                         b. Optional Redemption. The Series A Junior Preferred
                    Stock may be redeemed from funds legally available therefor,
                    in whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including Additional Dividends) to the date
                    of redemption.

                         c. The aggregate amount of the redemption pursuant to
                    Article IV.B(4)(a) or (b) is hereinafter referred to as the
                    "Series A Junior Redemption Price" with respect to such
                    redemption. The Series A Mandatory Redemption Date and the
                    date of any redemption pursuant to Article IV.B(4)(b) are
                    each hereinafter referred to individually as a "Series A
                    Redemption Date."

                    5. Redemption Procedure

                         a. A redemption pursuant to Article IV.B(4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Article IV.B(5).

                         b. Notice of the redemption of Series A Junior
                    Preferred Stock pursuant to Article IV.B(4) shall be given
                    by mail not less than ten (10) days prior to the Series A
                    Redemption Date. If less than all the outstanding shares of
                    Series A Junior Preferred Stock is to be redeemed, the
                    selection of shares for redemption shall be made pro rata
                    and the notice of redemption to a holder shall state the
                    number of shares of Series A Junior Preferred Stock of such
                    holder to be redeemed. The amount of the Series A Junior
                    Redemption Price shall be deposited on or before the Series
                    A Redemption Date in trust for the account of the holders of
                    shares of Series A Junior Preferred Stock entitled thereto
                    with a bank or trust company in good standing doing business
                    in the State of New York and having capital and surplus of
                    at least $100,000,000 (the

                                       -7-



                    date of such deposit being hereinafter in this Article
                    IV.B(5) referred to as the "date of deposit").

                         c. Notice of the date on which, and the name and
                    address of the bank or trust company with which, the deposit
                    has been or will be made shall be included in the notice of
                    redemption. On and after the Series A Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Series A Junior
                    Redemption Price pursuant to the notice of redemption), or
                    if the Corporation shall make such deposit on or before the
                    date specified therefor in the notice of redemption, then on
                    and after the date of deposit (provided notice of redemption
                    has been duly given), all dividends on the Series A Junior
                    Preferred Stock so called for redemption shall cease to
                    accrue and, notwithstanding that any certificate for shares
                    of Series A Junior Preferred Stock is not surrendered for
                    cancellation, the shares represented thereby shall no longer
                    be deemed outstanding and all rights of the holders thereof
                    as stockholders of the Corporation with respect to such
                    shares shall cease and terminate, except the right to
                    receive the Series A Junior Redemption Price as hereinafter
                    provided.

                         d. At any time on or after the Series A Redemption
                    Date, or if the Corporation shall deposit the money for such
                    redemption prior to the Series A Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the Series A Redemption
                    Date, the holders of record of shares of Series A Junior
                    Preferred Stock to be redeemed shall be entitled to receive
                    the Series A Junior Redemption Price upon actual delivery to
                    the bank or trust company with which such deposit shall be
                    made of certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Series A Junior Redemption
                    Price.

                         e. Any money so deposited which shall remain unclaimed
                    by the holders of such shares of Series A Junior Preferred
                    Stock at the end of two (2) years after the Series A
                    Redemption Date shall be paid by such bank or trust company
                    to the Corporation, which shall thereafter, to the extent of
                    the money so repaid, be liable for the payment of the Series
                    A Junior Redemption Price. Any interest accrued on money so
                    deposited shall be paid to the Corporation from time to
                    time.

                                       -8-



                    6. Voting. Except as required by law and except for any
               voting by the holders of the Series A Junior Preferred Stock as
               part of a separate class or series pursuant to Article IV.B(7)
               hereunder or any other provision of the Corporation's Certificate
               of Incorporation, no holder of Series A Junior Preferred Stock,
               as such holder, shall be entitled to vote on any matter submitted
               to a vote of stockholders. On any matters on which the holders of
               the Series A Junior Preferred Stock shall be entitled to vote,
               they shall be entitled to one vote for each share held. Except as
               otherwise provided by law or as otherwise provided herein, the
               holders of shares of Series A Junior Preferred Stock shall not be
               entitled to notice of any meeting of stockholders.

                    7. Other Rights. Without the written consent of the holders
               of all of the outstanding shares of Series A Junior Preferred
               Stock or the vote of the holders of all of the outstanding shares
               of Series A Junior Preferred Stock at a meeting of the holders of
               Series A Junior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Corporation's Certificate of Incorporation so as to adversely
               affect the rights and preferences of the Series A Junior
               Preferred Stock including any change to the dividend payable on
               the Series A Junior Preferred Stock; provided, further, that in
               no event will the issuance of any series of Preferred Stock that
               is senior to, on a parity with or junior to the Series A Junior
               Preferred Stock or has a redemption date earlier than the Series
               A Junior Preferred Stock be deemed to adversely affect the rights
               and preferences of the Series A Junior Preferred Stock.

                    8. Acknowledgement. Each holder of Series A Junior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

                    9. Definitions

                         The following terms, when used in this Article IV.B,
                    shall have the meanings set forth below:

                         a. As used herein, the amount of dividends "accrued" on
                    any share of Series A Junior Preferred Stock as at any date
                    shall be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                                       -9-



                         b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                         c. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series A Junior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Common Stock.

                         d. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

          C.   CLASS A AND CLASS B COMMON STOCK

               Except as otherwise provided herein, all shares of Class A and
          Class B Common Stock shall be identical and shall entitle the holders
          thereof to the same rights and privileges.

                    1. Dividends. Holders of Class A and Class B Common Stock
               shall be entitled to receive ratably such dividends as may be
               declared by the Board of Directors; provided that if dividends
               are declared which are payable in shares of Class A Common Stock
               or Class B Common Stock, dividends shall be declared which are
               payable at the same rate on each class of Common Stock and the
               dividends payable in shares of Class A Common Stock shall be
               payable to holders of Class A Common Stock and the dividends
               payable in shares of Class B Common Stock shall be payable to
               holders of Class B Common Stock.

                    2. Conversion. Upon the adoption of a resolution by the
               Board of Directors of Fabri-Steel Holdings Incorporated, a
               Delaware corporation ("Fabri-Steel"), authorizing Fabri-Steel or
               its Affiliates (as defined below) to conduct a High Yield
               Offering (as defined below), the Corporation, expressed by
               resolution of the Board of Directors, at any time and from time
               to time shall be entitled to convert any or all of any Class A
               Common Stock held by any party other than Fabri-Steel or its
               Affiliates into the same number of shares of Class B Common
               Stock. The Corporation, expressed by resolution of the Board of
               Directors, at any time and from time to time shall be entitled to
               convert any or all of any record holder's Class B Common Stock
               into the same number of shares of Class A Common Stock.

                    Each conversion of shares of one class of Common Stock into
               shares of another class of Common Stock shall be effected
               immediately

                                      -10-



               upon adoption of a resolution of the Board of Directors to that
               effect. Upon such conversion, the applicable record holder shall
               surrender the certificate or certificates representing the shares
               to be converted at the principal office of the Corporation. Such
               conversion shall be deemed to have been effected as of the close
               of business on the date on which the applicable resolution is
               adopted, whether or not the certificate or certificates have been
               surrendered, and at such time the rights of any such holder with
               respect to the converted class of Common Stock shall cease and
               the person or persons in whose name or names the certificate or
               certificates for shares of the other class of Common Stock are to
               be issued upon such conversion shall be deemed to have become the
               holder or holders of record of the shares of such other class of
               Common Stock represented thereby.

                    As used in this section IV.C(2), "Affiliate" means with
               respect to any person or entity, (i) a person or entity that is a
               member of the consolidated group of such person or entity for
               federal income tax purposes or (ii) a person or entity in which
               such person or entity owns, directly or indirectly through one or
               more intermediaries, more than fifty percent (50%) of the
               outstanding capital stock or equity of such person or entity.

                    As used in this section IV.C(2), "High Yield Offering" shall
               mean an issuance by Fabri-Steel of at least $75,000,000 in
               unsecured debt securities with a weighted average maturity of at
               least five (5) years pursuant to (i) a completed firm commitment
               public offering pursuant to an effective registration statement
               under the Securities Act of 1933, as amended, or (ii) a completed
               placement under Rule 144A promulgated under the Securities Act of
               1933, as amended.

                    3. Transfers. The Corporation shall not close its books
               against the transfer of any share of Common Stock, or of any
               share of Common Stock issued or issuable upon conversion of
               shares of the other class of Common Stock, in any manner that
               would interfere with the timely conversion of such shares of
               Common Stock.

                    4. Subdivision and Combinations of Shares. If the
               Corporation in any manner subdivides or combines the outstanding
               shares of any class of Common Stock, the outstanding shares of
               the other class of Common Stock shall be proportionately
               subdivided or combined.

                    5. Reservation of Shares for Conversion. So long as any
               shares of any class of Common Stock are outstanding, the
               Corporation shall at all times reserve and keep available out of
               its authorized but unissued shares of Class A Common Stock and
               Class B Common Stock, the number of shares sufficient for
               issuance upon conversion.

                                      -11-



                    6. Distribution of Assets. In the event of the voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation (a "Distribution Event"), holders of Common Stock
               shall be entitled to receive all of the remaining assets of the
               Corporation available for distribution to its stockholders after
               all amounts to which the holders of Preferred Stock are entitled
               have been paid or set aside in cash for payment.

                    7. Voting Rights. The holders of Class A Common Stock shall
               have the general right to vote for all purposes, including the
               election of directors, as provided by law. Each holder of Class A
               Common Stock shall be entitled to one vote for each share thereof
               held. Except as otherwise required by law, the holders of Class B
               Common Stock shall have no voting rights.

                    8. Merger, etc. In connection with any merger,
               consolidation, or recapitalization in which holders of Class A
               Common Stock generally receive, or are given the opportunity to
               receive, consideration for their shares (a) all holders of Class
               B Common Stock shall be given the opportunity to receive the same
               form of consideration for their shares as is received by holders
               of Class A Common Stock and (b) holders of Class B Common Stock
               shall be entitled to receive the same amount of consideration per
               share as received by holders of Class A Common Stock.

     ARTICLE V. Incoporator. The name and mailing address of the incorporator
are Mishael M. Azam, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.

     ARTICLE VI. Bylaws. The board of directors of the Corporation is authorized
to adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.

     ARTICLE VII. Elections of Directors. Elections of directors need not be by
written ballot unless the bylaws of the Corporation shall so provide.

     ARTICLE VIII. Right to Amend. The Corporation reserves the right to amend
any provision contained in these Certificate of Incorporation as the same may
from time to time be in effect in the manner now or hereafter prescribed by law,
and all rights conferred on stockholders or others hereunder are subject to such
reservation.

     ARTICLE IX. Limitation on Liability. The directors of the Corporation shall
be entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
no director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for

                                      -12-



any transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article VIII shall be prospective only, and
shall not affect, to the detriment of any director, any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

     ARTICLE X. Actions by Written Consent of Shareholders. Any action required
or permitted to be taken at an annual or special meeting of the shareholders of
the Corporation may be taken without a meeting, without prior notice, and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares of the Corporation having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the action were
present and voted.

     ARTICLE XI. Preemptive Rights. No holder of any shares of any class or
series of capital stock of the Corporation shall have preemptive rights, except
that holders of Common Stock may have preemptive rights as provided in a written
agreement between the Corporation and such holder.

Dated: March 10, 2000


                                        ----------------------------------------
                                        Mishael M. Azam, Incorporator

                                      -13-



                           CERTIFICATE OF DESIGNATION
                    OF 13.7% SERIES B SENIOR PREFERRED STOCK
                                       OF
                       PROGRESSIVE STAMPING CO. (DE), INC.

          Progressive Stamping Co., Inc., a Delaware corporation (hereinafter
called the "Corporation"), pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware, does hereby make this
Certificate of Designation under the corporate seal of the Corporation and does
hereby state and certify that pursuant to the authority expressly vested in the
Board of Directors of the Corporation by the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), the Board of Directors has
duly adopted the following resolutions:

          RESOLVED, that, pursuant to Article IV of the Certificate of
Incorporation (which authorizes 1,045,000 shares of Preferred Stock, $.01 par
value per share, of which none is presently issued and outstanding), the Board
of Directors hereby fixes the designations and preferences and relative,
participating, optional and other special rights and qualifications, limitations
and restrictions of a series of Preferred Stock consisting of 75,000 shares to
be designated 13.7% Series B Cumulative Senior Preferred Stock.

13.7% SERIES B CUMULATIVE SENIOR PREFERRED STOCK

          RESOLVED, that each share of the 13.7% Series B Cumulative Senior
Preferred Stock shall rank equally in all respects and shall be subject to the
following provisions:

               1. Designation, Number of Shares. The second series of Preferred
               Stock shall be designated as the 13.7% Series B Cumulative Senior
               Preferred Stock ("Series B Senior Preferred Stock"), and the
               number of shares which shall constitute such series shall be
               75,000. The par value of the Series B Senior Preferred Stock
               shall be $.01 per share.

               2. Accrual and Payment of Dividends

                    a. The holders of Series B Senior Preferred Stock shall be
                    entitled to receive, when, as and if declared by the Board
                    of Directors, cumulative dividends at the rate of $13.7 per
                    share per annum.

                         Such dividends shall be payable in annual installments
                    in arrears commencing March 17, 2001 and thereafter on March
                    17 (unless such day is not a business day in which event on
                    the last preceding business day) in each such year
                    (hereinafter referred to as a "Dividend Accrual Date").



                         Each such dividend on Series B Senior Preferred Stock
                    when paid shall be payable to holders of record as they
                    appear on the stock books of the Corporation on the date
                    established by the Board of Directors of the Corporation as
                    the record date for the payment of such dividend (which
                    record date shall not precede the date upon which the
                    resolution fixing such record date is adopted and which
                    record date shall be not more than sixty days prior to such
                    action). If no record date is fixed, the record date for
                    determining holders for such purpose shall be at the close
                    of business on the date on which the Board of Directors
                    adopts the resolution relating to such dividend payment.
                    Dividends with respect to any shares of Series B Senior
                    Preferred Stock shall accrue (whether or not earned or
                    declared) from March 17, 2000.

                    b. Such dividends on the Series B Senior Preferred Stock
                    shall be cumulative, whether or not earned or declared, so
                    that if at any time full cumulative dividends at the rate
                    aforesaid on all shares of Series B Senior Preferred Stock
                    then outstanding to the end of the annual dividend period
                    next preceding such time shall not have been paid, the
                    amount of the deficiency shall be paid before any sum shall
                    be set aside for or applied by the Corporation to the
                    purchase, redemption or other acquisition for value of any
                    shares of Junior Stock (either pursuant to any applicable
                    sinking fund requirement or otherwise) or any dividend or
                    other distribution shall be paid or declared and set apart
                    for payment on any Junior Stock (other than a dividend
                    payable in Junior Stock); provided, however, that the
                    foregoing shall not prohibit the Corporation from
                    repurchasing shares of Junior Stock from a former employee
                    of the Corporation (or a subsidiary of the Corporation)
                    where such repurchase arises from the Corporation's option
                    to repurchase such shares upon termination of such
                    employee's employment with the Corporation (or a subsidiary)
                    pursuant to a written agreement between the Corporation and
                    such employee. Accrued dividends on the Series B Senior
                    Preferred Stock if not paid on the first or any subsequent
                    Dividend Accrual Date following accrual shall thereafter
                    accrue additional dividends in respect thereof (the
                    "Additional Dividends"), compounded annually, at the rate of
                    13.7% per annum.

                    c. The right to receive dividends on the Series B Senior
                    Preferred Stock shall rank on parity with that of any stock
                    ranking on a parity as to dividends with the Series B Senior
                    Preferred Stock, all dividends paid upon shares of Series B
                    Senior Preferred Stock and any other stock ranking on a
                    parity as to dividends with the Series B Senior Preferred
                    Stock shall be paid pro rata so that in all cases the amount
                    of dividends paid per share on the Series B Senior Preferred
                    Stock and such other stock shall bear the same

                                        2



                    ratio that accrued dividends per share on the shares of
                    Series B Senior Preferred Stock and such other stock bear to
                    each other. Except as provided in the preceding sentence,
                    unless full cumulative dividends on the Series B Senior
                    Preferred Stock have been paid, no dividends shall be
                    declared or paid or set aside for payment upon any other
                    stock of the Corporation ranking on a parity with the Series
                    B Senior Preferred Stock as to dividends.

                    d. An annual dividend period shall commence on the day
                    following a Dividend Accrual Date and shall end on the next
                    succeeding Dividend Accrual Date.

               3. Preference on Liquidation

                    a. In the event that the Corporation shall be liquidated,
                    dissolved or wound up, whether voluntarily or involuntarily,
                    after all creditors of the Corporation shall have been paid
                    in full, the holders of the Series B Senior Preferred Stock
                    shall be entitled to receive, out of the assets of the
                    Corporation legally available for distribution to its
                    stockholders, whether from capital, surplus or earnings,
                    before any amount shall be paid to the holders of any shares
                    of Junior Stock, an amount equal to $100 in cash per share
                    plus an amount equal to full cumulative dividends (whether
                    or not earned or declared) accrued and unpaid thereon
                    (including Additional Dividends) to the date of final
                    distribution, and no more. Series B Senior Preferred Stock
                    shall rank on parity with any other shares of stock on
                    parity with the Series B Senior Preferred Stock with respect
                    to receiving any amount as a result of a liquidation,
                    distribution of assets, dissolution or winding up of the
                    Corporation. If upon any liquidation, dissolution or winding
                    up of the Corporation, the net assets of the Corporation
                    shall be insufficient to pay the holders of all outstanding
                    shares of Series B Senior Preferred Stock and of any shares
                    of stock ranking on a parity with the Series B Senior
                    Preferred Stock the full amounts to which they respectively
                    shall be entitled, such assets, or the proceeds thereof,
                    shall be distributed ratably among the holders of the Series
                    B Senior Preferred Stock and of any shares of stock ranking
                    on a parity with the Series B Senior Preferred Stock.
                    Holders of Series B Senior Preferred Stock shall not be
                    entitled, upon the liquidation, dissolution or winding up of
                    the Corporation, to receive any amounts with respect to such
                    stock other than the amounts referred to in this Section
                    (3)(a).

                    b. Neither the purchase nor redemption by the Corporation of
                    shares of any class of stock in any manner permitted by the
                    Certificate of Incorporation or any amendment thereof, nor
                    the merger or consolidation of the Corporation with or into
                    any other

                                        3



                    corporation or corporations, nor a sale, transfer or lease
                    of all or substantially all of the Corporation's assets
                    shall be deemed to be a liquidation, dissolution or winding
                    up of the Corporation for the purposes of this Section (3);
                    provided, however, that any consolidation or merger of the
                    Corporation in which the Corporation is not the surviving
                    entity shall be deemed to be a liquidation, dissolution or
                    winding up of the affairs of the Corporation within the
                    meaning of this Section (3) if, (A) in connection therewith,
                    the holders of Common Stock of the Corporation receive as
                    consideration, whether in whole or in part, for such Common
                    Stock (1) cash, (2) notes, debentures or other evidences of
                    indebtedness or obligations to pay cash or (3) preferred
                    stock of the surviving entity (whether or not the surviving
                    entity is the Corporation) which ranks on a parity with or
                    senior to the preferred stock received by holders of the
                    Series B Senior Preferred Stock with respect to liquidation
                    or dividends or (B) the holders of the Series B Senior
                    Preferred Stock do not receive preferred stock of the
                    surviving entity with rights, powers and preferences equal
                    to (or more favorable to the holders than) the rights,
                    powers and preferences of the Series B Senior Preferred
                    Stock.

               4. Redemption.

                    a. Mandatory Redemption. All outstanding shares of the
                    Series B Senior Preferred Stock shall be redeemed from funds
                    legally available therefor on the Mandatory Redemption Date,
                    at a price per share equal to $100 plus an amount per share
                    equal to full cumulative dividends (whether or not earned or
                    declared) accrued and unpaid thereon (including Additional
                    Dividends) to the Mandatory Redemption Date. The holders of
                    the Series B Senior Preferred Stock shall be paid in full in
                    accordance with this Section 4(a) prior to any payment made
                    to the holders of any outstanding shares of the
                    Corporation's 12% Series A Cumulative Junior Preferred
                    Stock, par value $.01 per share (the "Series A Junior
                    Preferred Stock"),and any other of the Corporation's Junior
                    Stock, pursuant to the respective mandatory redemption terms
                    (if any) of such stock.

                    b. Optional Redemption. The Series B Senior Preferred Stock
                    may be redeemed from funds legally available therefor, in
                    whole or in part, at the election of the Corporation,
                    expressed by resolution of the Board of Directors, at any
                    time and from time to time at a price per share equal to
                    $100 plus an amount per share equal to full cumulative
                    dividends (whether or not earned or declared) accrued and
                    unpaid thereon (including any Additional

                                        4



                    Dividends) to the date of redemption (the "Optional
                    Redemption Date).

                    c. The aggregate amount of the redemption pursuant to
                    Section (4)(a) for a Mandatory Redemption or Section (4)(b)
                    for an Optional Redemption is hereinafter referred to as the
                    "Redemption Price" with respect to such redemption. As used
                    herein, "Mandatory Redemption Date" and "Optional Redemption
                    Date" shall hereinafter sometimes be referred to as the
                    "Redemption Date".

               5. Redemption Procedure

                    a. A redemption pursuant to Section (4) shall be
                    accomplished in the manner and with the effect as set forth
                    in this Section (5).

                    b. Notice of the redemption of Series B Senior Preferred
                    Stock pursuant to Section (4) shall be given by mail not
                    less than ten (10) days prior to the applicable Redemption
                    Date. If less than all the outstanding Series B Senior
                    Preferred Stock is to be redeemed, the selection of shares
                    for redemption shall be made pro rata and the notice of
                    redemption to a holder shall state the number of shares of
                    Series B Senior Preferred Stock of such holder to be
                    redeemed. The amount of the Redemption Price shall be
                    deposited on or before the Redemption Date in trust for the
                    account of the holders of Series B Senior Preferred Stock
                    entitled thereto with a bank or trust company in good
                    standing doing business in the State of New York and having
                    capital and surplus of at least $100,000,000 (the date of
                    such deposit being hereinafter in this Section (5) referred
                    to as the "date of deposit").

                    c. Notice of the date on which, and the name and address of
                    the bank or trust company with which, the deposit has been
                    or will be made shall be included in the notice of
                    redemption. On and after the applicable Redemption Date
                    (unless default shall be made by the Corporation in
                    providing money for the payment of the Redemption Price
                    pursuant to the notice of redemption), or if the Corporation
                    shall make such deposit on or before the date specified
                    therefor in the notice of redemption, then on and after the
                    date of deposit (provided notice of redemption has been duly
                    given), all dividends on the Series B Senior Preferred Stock
                    so called for redemption shall cease to accrue and,
                    notwithstanding that any certificate for shares of Series B
                    Senior Preferred Stock is not surrendered for cancellation,
                    the shares represented thereby shall no longer be deemed
                    outstanding and all rights of the holders thereof as
                    stockholders of the Corporation with respect to such

                                        5



                    shares shall cease and terminate, except the right to
                    receive the Redemption Price as hereinafter provided.

                    d. At any time on or after the applicable Redemption Date,
                    or if the Corporation shall deposit the money for such
                    redemption prior to the applicable Redemption Date, then at
                    any time on or after the date of deposit, which time shall
                    be specified by the Corporation in the notice of redemption
                    and which shall not be later than the applicable Redemption
                    Date, the holders of record of the Series B Senior Preferred
                    Stock to be redeemed shall be entitled to receive the
                    Redemption Price upon actual delivery to the bank or trust
                    company with which such deposit shall be made of
                    certificates for the shares to be redeemed, such
                    certificates, if required, to be duly endorsed in blank or
                    accompanied by proper instruments of assignment and transfer
                    duly endorsed in blank. The making of such deposit with any
                    such bank or trust company shall not relieve the Corporation
                    of liability for payment of the Redemption Price.

                    e. Any money so deposited which shall remain unclaimed by
                    the holders of such Series B Senior Preferred Stock at the
                    end of two (2) years after the applicable Redemption Date
                    shall be paid by such bank or trust company to the
                    Corporation, which shall thereafter, to the extent of the
                    money so repaid, be liable for the payment of the Redemption
                    Price. Any interest accrued on money so deposited shall be
                    paid to the Corporation from time to time.

               6. Voting. Except as required by law and except for any voting by
               the holders of the Series B Senior Preferred Stock as part of a
               separate class or series pursuant to Section (7) hereunder or any
               other provision of the Certificate of Incorporation, no holder of
               Series B Senior Preferred Stock, as such holder, shall be
               entitled to vote on any matter submitted to a vote of
               stockholders. On any matters on which the holders of the Series B
               Senior Preferred Stock shall be entitled to vote, they shall be
               entitled to one vote for each share held.

               7. Other Rights. Without the written consent of the holders of
               all of the outstanding shares of Series B Senior Preferred Stock
               or the vote of the holders of all of the outstanding shares of
               Series B Senior Preferred Stock at a meeting of the holders of
               Series B Senior Preferred Stock called for such purpose, the
               Corporation shall not amend, alter or repeal any provision of the
               Certificate of Incorporation so as to adversely affect the rights
               and preferences of the Series B Senior Preferred Stock including
               any change to the dividend payable on the Series B Senior
               Preferred Stock; provided, further, that in no event will the
               issuance of any series of Preferred Stock that is on a parity
               with or junior to the Series B Senior Preferred Stock or has a
               redemption date earlier than the Series B Senior

                                        6



               Preferred Stock be deemed to adversely affect the rights and
               preferences of the Series B Senior Preferred Stock.

               8. Acknowledgement. Each holder of Series B Senior Preferred
               Stock, by acceptance thereof, acknowledges and agrees that
               payments of dividends, interest, premium and principal on, and
               redemption and repurchase of, such securities by the Corporation
               are subject to restrictions contained in certain credit and
               financing agreements of the Corporation.

               9. Definitions

                    The following terms, when used herein, shall have the
                    meanings set forth below:

                    a. As used herein, the amount of dividends "accrued" on any
                    share of Series B Senior Preferred Stock at any date shall
                    be calculated as the amount of any unpaid dividends
                    accumulated thereon to and including the last preceding
                    Dividend Accrual Date with respect to which dividends have
                    not been paid, whether or not earned or declared.

                    b. "corporation" shall mean a corporation, partnership,
                    business trust, unincorporated organization, association,
                    limited liability company or joint stock company.

                    c. "Junior Stock" shall mean any series or class of the
                    capital stock of the Corporation now or hereafter authorized
                    or issued by the Corporation, including any series or class
                    of preferred stock, ranking junior to the Series B Senior
                    Preferred Stock with respect to dividends or distributions
                    or upon the liquidation, distribution of assets, dissolution
                    or winding-up of the Corporation, including without
                    limitation the Series A Junior Preferred Stock, the Class A
                    Common Stock of the Corporation, par value $.01 per share
                    and the Class B Common Stock of the Corporation, par value
                    $.01 per share.

                    d. "Mandatory Redemption Date" shall mean March 17, 2020.

                    e. "person" shall mean an individual, a corporation,
                    partnership, trust, organization, association, government or
                    any department or agency thereof, or any other individual or
                    entity.

                                        7



          IN WITNESS WHEREOF, Progressive Stamping Co. (DE), Inc. has caused
this Certificate of Designation to be signed by its Vice President, and attested
by its Secretary, this     day of March, 2000.
                       ---

ATTEST:                                 PROGRESSIVE STAMPING CO.(DE), INC.


- -------------------------------         ----------------------------------------
Secretary                               Vice President

                                        8



                              CERTIFICATE OF MERGER
                                       OF
             PROGRESSIVE STAMPING CO., INC., a Michigan corporation
                                      INTO
           PROGRESSIVE STAMPING CO. (DE), INC., a Delaware corporation

     The undersigned corporation

     DOES HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

             NAME                     STATE OF INCORPORATION
             ----                     ----------------------
Progressive Stamping Co., Inc.               Michigan
Progressive Stamping Co. (DE), Inc.          Delaware

     SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of section
252 of the General Corporation Law of Delaware.

     THIRD: That the name of the surviving corporation of the merger is
Progressive Stamping Co. (DE), Inc.

     FOURTH: That the Certificate of Incorporation of Progressive Stamping Co.
(DE), Inc., a Delaware corporation which is surviving the merger, shall be the
Certificate of Incorpration of the surviving corporation.

     FIFTH: That the executed Agreement of Plan and Merger is on file at an
office of the surviving corporation, the address of which is 2807 Samoset Road,
Royal Oak, Michigan 48073.

     SIXTH: That a copy of the Agreement of Plan and Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.



     SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:

                                                             Number    Par Value
           Corporation                       Class         of Shares   Per Share
- -----------------------------------   ------------------   ---------   ---------
Progressive Stamping Co., Inc.        Common                  19,029     $1.00
Progressive Stamping Co. (DE), Inc.   Class A Common       1,000,000     $ .01
                                      Class B Common       1,000,000     $ .01
                                      Series A Preferred   1,045,000     $ .01

                  [Remainder of page left intentionally blank]



     EIGHTH: That this Certificate of Merger shall be effective on March 17,
2000.

Dated: March 17, 2000

                                        PROGRESSIVE STAMPING CO. (DE), INC.


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

EX-3.14

                                                                    EXHIBIT 3.14

                                     BYLAWS

                                       OF

                      PROGRESSIVE STAMPING CO. (DE), INC.

                                   ARTICLE I

                                  STOCKHOLDERS

1.1 Meetings.

     1.1.1 Place. Meetings of the stockholders shall be held at such place as
may be designated by the board of directors.

     1.1.2 Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.

     1.1.3 Special Meetings. Special meetings of the stockholders may be called
at any time by the president, or the board of directors, or the holders of a
majority of the outstanding shares of stock of the Company entitled to vote at
the meeting.

     1.1.4 Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such
matter.

     1.1.5 Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.



                                   ARTICLE II

                                    DIRECTORS

2.1 Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.

2.2 Meetings.

     2.2.1 Place. Meetings of the board of directors shall be held at such place
as may be designated by the board or in the notice of the meeting.

     2.2.2 Regular Meetings. Regular meetings of the board of directors shall be
held at such times as the board may designate. Notice of regular meetings need
not be given.

     2.2.3 Special Meetings. Special meetings of the board may be called by
direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile
transmission.

     2.2.4 Quorum. A majority of all the directors in office shall constitute a
quorum for the transaction of business at any meeting.

     2.2.5 Voting. Except as otherwise provided herein, in the certificate of
incorporation or by law, the vote of a majority of the directors present at any
meeting at which a quorum is present shall constitute the act of the board of
directors.

     2.2.6 Committees. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. Unless otherwise provided herein, in the absence
or disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
Except as otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of the full board
of directors to the extent provided in the resolution of the board directing the
committee.

                                      -2-



                                   ARTICLE III

                                    OFFICERS

3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.

3.2 Authority, Duties and Compensation. The officers shall have such authority,
perform such duties and serve for such compensation as may be determined by
resolution of the board of directors. Except as otherwise provided by board
resolution, (i) the president shall be the chief executive officer of the
Company, shall have general supervision over the business and operations of the
Company, may perform any act and execute any instrument for the conduct of such
business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties customarily related
to their respective offices, and (iii) any vice president, or vice presidents in
the order determined by the board, shall in the absence of the president have
the authority and perform the duties of the president.

                                   ARTICLE IV

                                 INDEMNIFICATION

4 Right to Indemnification. The Company shall indemnify any person who was or is
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of the Company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the Company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of the Company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.

4.1 Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of the
final disposition of such proceeding subject to the provisions of any applicable
statute.

4.2 Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of

                                      -3-



any person seeking indemnification or advance of expenses shall be required to,
determine in each case whether the applicable standards in any applicable
statute have been met, or such determination shall be made by independent legal
counsel if such quorum is not obtainable, or, even if obtainable, a majority
vote of a quorum of disinterested directors so directs, provided that, if there
has been a change in control of the Company between the time of the action or
failure to act giving rise to the claim for indemnification or advance of
expenses and the time such claim is made, at the option of the person seeking
indemnification or advance of expenses, the permissibility of indemnification or
advance of expenses shall be determined by independent legal counsel. The
reasonable expenses of any director or officer in prosecuting a successful claim
for indemnification, and the fees and expenses of any special legal counsel
engaged to determine permissibility of indemnification or advance of expenses,
shall be borne by the Company.

4.3 Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.4 Indemnification Not Exclusive; Inuring of Benefit. The indemnification and
advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute,
provision of the Certificate of Incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall inure to the benefit of the heirs, executors and
administrators of any such person.

4.5 Insurance and Other Indemnification. The board of directors shall have the
power to (i) authorize the Company to purchase and maintain, at the Company's
expense, insurance on behalf of the Company and on behalf of others to the
extent that power to do so has not been prohibited by statute, (ii) create any
fund of any nature, whether or not under the control of a trustee, or otherwise
secure any of its indemnification obligations, and (iii) give other
indemnification to the extent permitted by statute.

                                      -4-



                                    ARTICLE V

                         TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                   ARTICLE VI

                                   AMENDMENTS

     These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.

                                      -5-

EX-3.15

                                                                    EXHIBIT 3.15

Microfilm Number____________     Filed with the Department of State on__________

Entry Number    2162940
             ---------------        --------------------------------------------
                                              Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                             Doc8:15-1915(Nov 80)(?)

     In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment, the undersigned business corporation, desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is:    Specialty Bar Products Company
                                    --------------------------------------------

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

2.   The (a) address of this corporation's current registered office in this
     Commonwealth or (b) name of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to conform to the records of the Department):

(a)  200 Martha Street,       Blairsville,     PA       15717      Indiana
   -----------------------------------------------------------------------------
     Number and Street        City             State    Zip        County

(b)o/or_________________________________________________________________________
       xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.   The statute by or under which it was incorporated is: Pennsylvania Business
                                                          ----------------------
     Corporation Law of 1988
     ---------------------------------------------------------------------------

4.   The date of its incorporation is:   11/16/92
                                      ------------------------------------------

5.   (Check, and if appropriate complete, one of the following):

      X  The  amendment  shall be  effective  upon  filing  these  Articles of
      Amendment in the Department of State.



     _____The amendment shall be effective on _________________at_______________
                                                    Date              Hour

6.   (Check one of the following):

      X The amendment was adopted by the shareholders for member(s) pursuant to
      15 Pa.C.S. Section 1914(a) and (b).

     _____ The amendment was adopted by the board of directors pursuant to 15
     Pa.C.S. Section  1914(c).

7.   (Check, and if appropriate complete, one of the following):

     _____ The amendment adopted by the corporation, set forth in full, is as
     follows:
           _____________________________________________________________________

           _____________________________________________________________________

           _____________________________________________________________________

      X The amendment adopted by the corporation is set forth in full in Exhibit
      A attached hereto and made a part hereof.

8.   (Check if the amendment restates the Articles):

      X The restated Articles of Incorporation supersede the original Articles
      and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this __________
day of March, 1999 .

                                               SPECIALTY BAR PRODUCTS COMPANY
                                             -----------------------------------
                                                    (Name of Corporation)

                                          BY:
                                             -----------------------------------
                                                           Signature

                                       TITLE:
                                             -----------------------------------



(CHANGES)                                              BUREAU USE ONLY:
DOCKETING STATEMENT OSC8:15-1348(Rev 95)               _REVENUE_LABOR & INDUSTRY

                                                       __OTHER__________________

FILING FEE:  NONE                                      FILE CODE________________

                                                       FILED DATE_______________

This form (file in triplicate)  and all  accompanying  documents shall be mailed
to:
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
P.O. BOX 8722
HARRISBURG, PA  17105-8722

Part I.   COMPLETE FOR EACH FILING:

          Current name of entity or registrant affected by the submittal to
          which this statement relates: (survivor or new entity if merger or
          consolidation)

                 Specialty Bar Products Company
          ----------------------------------------------------------------------

          Entity number, if known: 2162940 NOTE: ENTITY NUMBER is the computer
          index number assigned to an entity upon initial filing in the
          Department of State.

          Incorporation/xxxxxxxxx date in PA.: 11/16/92 State of Incorporation:
          Pennsylvania

          Federal Identification Number:     25-1696002
                                        ----------------------------------------

          Specified Effective date, if any:_____________________________

Part II . COMPLETE FOR EACH FILING This statement is being submitted with (check
proper  box):

           X  Amendment:  complete Section A only

          ____Merger, Consolidation or Division:  complete Section B, C or D

          ____Consolidation:  complete Section C

          ____Division:  complete Section D



          ____Conversion:  complete Section A and E only

          ____Statement of Correction:  complete Section A only

          ____Statement of Termination:  complete Section H

          ____Statement of Revival:  complete Section G

          ____Dissolution by Shareholders or Incorporators before Commencement
          of Business:  complete Section F only

Part III. COMPLETE IF APPROPRIATE: The delayed effective date of the
accompanying submittal is:

                         _________________________________
                           month  day  year  hour, if any



DSC8:15-1348 (rev 95)2

 X Section A.  CHANGES TO BE MADE TO THE ENTITY NAMED IN Part I:  (Check
box/boxes which pertain)

     ___Name:___________________________________________________________________

     ___Registered Office:______________________________________________________
               Number & street/RD number & box number  City  State  Zip  Country

      X Purpose:      Inclusion of "Purpose Clause"
                ----------------------------------------------------------------

      X Stock: aggregate number of shares authorized   2,165,000   (attach
      additional provisions, if any) See attached Exhibit A.

     ___Term of Existence:___________________________________

      X Other: The inclusion of Articles regarding: Election of Directors, Right
                to  Amend Majority Voting, Supersession of Prior Articles, No
                Cumulative Voting Rights, and Section 1715 Inapplicable.


___Section B. MERGER (Complete Section A if any changes to surviving entity):

     MERGING ENTITIES ARE: (List only the merging entities-SURVIVOR IS LISTED IN
PART I.

     1. Name:___________________________________________________________________

        Entity Number, if known:_______________________Inc/quali. date in Pa.:

     ___________ State of Incorporation______________________


     2. Name:___________________________________________________________________

        Entity Number, if known:________________________Inc/quali. date in Pa.:

     ____________State of Incorporation______________________

     Attach sheet containing above corporate information if there are additional
     merging entities.


___Section C.    CONSOLIDATION (NEW entity information should be completed in
                 Part I. Also, complete and attach DOCKETING STATEMENT
                 DSC8:15-134A for the NEW entity formed.)



     CONSOLIDATING ENTITIES ARE:

     1. Name:___________________________________________________________________

        Entity Number, if known:________________________Inc/quali. date in Pa.:

     ____________State of Incorporation______________________

     2. Name:___________________________________________________________________

        Entity Number, if known:________________________Inc/quali. date in Pa.:

     ____________State of Incorporation______________________

     Attach sheet containing above corporate information if there are additional
     consolidating entities.



                                     AMENDED

                                       AND

                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                         SPECIALTY BAR PRODUCTS COMPANY

                      (A Pennsylvania Business Corporation)

          ARTICLE I. Name. The name of the Corporation is Specialty Bar Products
Company.

          ARTICLE II. Principal Office. The address of the Corporation's
principal office in the Commonwealth of Pennsylvania is 200 Martha Street,
Blairsville, Pennsylvania 15717.

          ARTICLE III. Incorporation. The Corporation is incorporated under the
provisions of the Business Corporation Law of 1988, as amended (the "BCL").

          ARTICLE IV. Purpose. The purposes for which the Corporation is formed
are to engage in any lawful act or activity within the purposes for which
corporations may be formed under the BCL and to possess and exercise all of the
powers and privileges granted by such law and any other law of the Commonwealth
of Pennsylvania.

          ARTICLE V. Authorized Capital. The aggregate number of shares of stock
which the Corporation shall have authority to issue is 2,165,000 shares, divided
into two (2) classes consisting of 165,000 shares of preferred stock, par value
$.01 per share ("Preferred Stock") and 2,000,000 shares of common stock, par
value $.01 per share ("Common Stock"). Each share of common stock, $1.00 par
value per share, of the Corporation outstanding immediately prior to the date
hereof (collectively, the "Current Stock") is hereby automatically reclassified
and converted (such reclassification and conversion, being the
"Reclassification") into 490 shares of Common Stock and 3,250.1 shares of Series
A Junior Preferred Stock (as defined below). Upon receipt of a share certificate
representing any Current Stock, the Secretary of the Corporation shall cancel
such certificate and issue to the shareholder in whose name such certificate
appears a certificate representing Common Stock and Series A Junior Preferred
Stock calculated in accordance with the foregoing conversion ratios. No
fractional shares of the Corporation's Common Stock or Series A Junior Preferred
Stock shall be issued in the Reclassification and no cash or other consideration
in lieu of any fractional shares as a result of the Reclassification that would
otherwise be delivered to the pursuant to the conversion ratios set forth herein
shall be paid.



          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

          A.   PREFERRED STOCK

               1. Issue in Series. Preferred Stock may be issued from time to
     time in one or more series, each such series to have the terms stated
     herein or in the resolution of the Board of Directors of the Corporation
     providing for its issuance. All shares of any one series of Preferred Stock
     will be identical, but shares of different series of Preferred Stock need
     not be identical or rank equally except insofar as provided by law or
     herein.

               2. Creation of Series. In addition to the Series A Junior
     Preferred Stock provided for herein, the Board of Directors will have
     authority to adopt amendments to these Articles to cause to be created one
     or more series of Preferred Stock, and, subject to any limitations under
     the BCL, to determine and fix with respect to each series prior to the
     issuance of any shares of the series to which such resolution relates:

                    a. The distinctive designation of the series and the number
          of shares which will constitute the series, which number may be
          increased or decreased (but not below the number of shares then
          outstanding) from time to time by action of the Board of Directors;

                    b. The dividend or distribution rate and the times of
          payment of dividends or distributions on the shares of the series,
          whether dividends or distributions will be cumulative, and if so, from
          what date or dates;

                    c. The price or prices at which, and the terms and
          conditions on which, the shares of the series may be redeemed at the
          option of the Corporation;

                    d. Whether or not the shares of the series will be entitled
          to the benefit of a retirement or sinking fund to be applied to the
          purchase or redemption of such shares and, if so entitled, the amount
          of such fund and the terms and provisions relative to the operation
          thereof;

                    e. Whether or not the shares of the series will be
          convertible into, or exchangeable for, any other shares of stock of
          the Corporation or other securities, and if so convertible or
          exchangeable, the conversion price or prices, or the rates of
          exchange, and any adjustments thereof, at which such conversion or
          exchange may be made, and any other terms and conditions of such
          conversion or exchange;

                    f. The rights of the shares of the series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation;

                                       -2-



                    g. Whether or not the shares of the series will be entitled
          to the benefit of limitations restricting the issuance of shares of
          any other series or class; and

                    h. Any other preferences, qualifications, privileges,
          options and other relative or special rights and limitations of that
          series.

               3. Dividends. Holders of Preferred Stock shall be entitled to
     receive, when and as declared by the Board of Directors, out of funds
     legally available for the payment thereof, dividends at the rates fixed
     herein for the Series A Junior Preferred Stock and at the rates fixed by
     the Board of Directors for any other series, and no more, before any
     dividends shall be declared and paid, or set apart for payment, on Common
     Stock with respect to the same dividend period.

               4. Preference on Liquidation. In the event of the voluntary or
     involuntary liquidation, dissolution or winding up of the Corporation,
     holders of each series of Preferred Stock will be entitled to receive the
     amount fixed for such series plus, in the case of Series A Junior Preferred
     Stock or any other series on which dividends will have been determined by
     the Board of Directors to be cumulative, an amount equal to all dividends
     accumulated and unpaid thereon to the date of final distribution, whether
     or not earned or declared, before any distribution shall be paid, or set
     aside for payment, to holders of Common Stock. If the assets of the
     Corporation are not sufficient to pay such amounts in full, holders of all
     shares of Preferred Stock will participate in the distribution of assets
     ratably in proportion to the full amounts to which they are entitled or in
     such order or priority, if any, as will have been fixed in the resolution
     or resolutions providing for the issuance of the series of Preferred Stock.
     Neither the merger nor consolidation of the Corporation into or with any
     other corporation or entity, nor a sale, transfer or lease of all or part
     of its assets, will be deemed a liquidation, dissolution or winding up of
     the Corporation within the meaning of this paragraph except to the extent
     specifically provided for herein.

               5. Redemption. The Corporation, at the option of the Board of
     Directors, may redeem all or part of the shares of any series of Preferred
     Stock on the terms and conditions fixed in these Articles for the Preferred
     Stock and by the Board of Directors through an amendment to these Articles
     for any other series.

               6. Voting Rights. Except as otherwise required by law or as
     otherwise provided herein, the holders of Preferred Stock shall have no
     voting rights and shall not be entitled to any notice of meeting of
     shareholders.

          B.   JUNIOR PREFERRED STOCK

               1. Designation; Number of Shares. The first series of Preferred
     Stock shall be designated as the Series A 12% Junior Preferred Stock
     ("Series A Junior Preferred Stock"), and the number of shares which shall
     constitute such series shall be 65,000. The par value of the Series A
     Junior Preferred Stock shall be $.01 per share.

                                       -3-



               2. Accrual and Payment of Dividends.

                    a. The holders of Series A Junior Preferred Stock shall be
          entitled to receive, when, as and if declared by the Board of
          Directors out of funds of the Corporation legally available therefor,
          cumulative cash dividends at the rate of $12 per share per annum.

                         Dividends on the Series A Junior Preferred Stock shall
          be payable in annual installments in arrears commencing December 1,
          1999 and thereafter on the first day of December (unless such day is
          not a business day in which event on the last preceding business day)
          in each such year (hereinafter referred to as a "Dividend Accrual
          Date"), except that the dividend payment payable on December 1, 1999
          shall be calculated from the date of original issuance through
          December 1, 1999. Each such dividend on Series A Junior Preferred
          Stock when paid shall be payable to holders of record as they appear
          on the stock books of the Corporation on the date established by the
          Board of Directors of the Corporation as the record date for the
          payment of such dividend (which record date shall not precede the date
          upon which the resolution fixing such record date is adopted and which
          record date shall be not more than sixty days prior to such action).
          If no record date is fixed, the record date for determining holders
          for such purpose shall be at the close of business on the date on
          which the Board of Directors adopts the resolution relating to such
          dividend payment. Dividends with respect to any shares of Series A
          Junior Preferred Stock shall accrue (whether or not earned or
          declared) from the date of issuance of such shares.

                    b. Dividends on the Series A Junior Preferred Stock shall be
          cumulative, whether or not earned or declared, so that if at any time
          full cumulative dividends at the rate aforesaid on all Series A Junior
          Preferred Stock then outstanding to the end of the annual dividend
          period next preceding such time shall not have been paid, the amount
          of the deficiency shall be paid before any sum shall be set aside for
          or applied by the Corporation to the purchase, redemption or other
          acquisition for value of any Junior Stock (as such term is defined in
          Article V.B(9)) (either pursuant to any applicable sinking fund
          requirement or otherwise) or any dividend or other distribution shall
          be paid or declared and set apart for payment on any Junior Stock
          (other than a dividend payable in Junior Stock); provided, however,
          that the foregoing shall not prohibit the Corporation from
          repurchasing Junior Stock from a former employee of the Corporation
          (or a subsidiary of the Corporation) where such repurchase arises from
          the Corporation's option to repurchase such shares upon the
          termination of such employee's employment with the Corporation (or a
          subsidiary) pursuant to a written agreement between the Corporation
          and such employee. Accrued dividends on the Series A Junior Preferred
          Stock if not paid on the first or any subsequent Dividend Accrual Date
          following accrual shall thereafter accrue additional dividends in
          respect thereof (the "Additional Dividends"), compounded annually, at
          the rate of 12% per annum.

                                       -4-



                    c. When dividends are not paid in full upon the Series A
          Junior Preferred Stock and any other stock ranking on a parity as to
          dividends with the Series A Junior Preferred Stock, all dividends paid
          upon Series A Junior Preferred Stock and any other shares ranking on a
          parity as to dividends with the Series A Junior Preferred Stock shall
          be paid pro rata so that in all cases the amount of dividends paid per
          share of Series A Junior Preferred Stock and such other shares shall
          bear the same ratio that accrued dividends per share on the Series A
          Junior Preferred Stock and such other shares bear to each other.
          Except as provided in the preceding sentence, unless full cumulative
          dividends on the Series A Junior Preferred Stock have been paid, no
          dividends shall be declared or paid or set aside for payment upon any
          other shares of the Corporation ranking on a parity with the Series A
          Junior Preferred Stock as to dividends.

                    d. An annual dividend period shall commence on the day
          following a Dividend Accrual Date and shall end on the next succeeding
          Dividend Accrual Date.

               3. Preference on Liquidation.

                    a. In the event that the Corporation shall be liquidated,
          dissolved or wound up, whether voluntarily or involuntarily, after all
          creditors of the Corporation shall have been paid in full, the holders
          of the Series A Junior Preferred Stock shall be entitled to receive,
          out of the assets of the Corporation legally available for
          distribution to its shareholders, whether from capital, surplus or
          earnings, before any amount shall be paid to the holders of any Series
          A Junior Stock, an amount equal to $100 in cash per share plus an
          amount equal to full cumulative dividends (whether or not earned or
          declared) accrued and unpaid thereon (including Additional Dividends)
          to the date of final distribution, and no more. If upon any
          liquidation, dissolution or winding up of the Corporation, the net
          assets of the Corporation shall be insufficient to pay the holders of
          all outstanding shares of Series A Junior Preferred Stock and of any
          shares ranking on a parity with the Series A Junior Preferred Stock
          the full amounts to which they respectively shall be entitled, such
          assets, or the proceeds thereof, shall be distributed ratably among
          the holders of the Series A Junior Preferred Stock and of any shares
          of stock ranking on a parity with the Series A Junior Preferred Stock.
          Holders of Series A Junior Preferred Stock shall not be entitled, upon
          the liquidation, dissolution or winding up of the Corporation, to
          receive any amounts with respect to such shares other than the amounts
          referred to in this Article V.B(3)(a).

                    b. Neither the purchase nor redemption by the Corporation of
          any shares of any class in any manner permitted by these Articles or
          any amendment hereof, nor the merger or consolidation of the
          Corporation with or into any other corporation or corporations, nor a
          sale, transfer or lease of all or substantially all of the
          Corporation's assets shall be deemed to be a liquidation, dissolution
          or winding up of the Corporation for the purposes of this Article
          V.B(3); provided,

                                       -5-



          however, that any consolidation or merger of the Corporation in which
          the Corporation is not the surviving entity shall be deemed to be a
          liquidation, dissolution or winding up of the affairs of the
          Corporation within the meaning of this Article V.B(3) if, (A) in
          connection therewith, the holders of shares of Common Stock of the
          Corporation receive as consideration, whether in whole or in part, for
          such Common Stock (1) cash, (2) notes, debentures or other evidences
          of indebtedness or obligations to pay cash or (3) preferred stock of
          the surviving entity (whether or not the surviving entity is the
          Corporation) which ranks on a parity with or senior to the preferred
          shares received by holders of the Series A Junior Preferred Stock with
          respect to liquidation or dividends or (B) the holders of the Series A
          Junior Preferred Stock do not receive preferred shares of the
          surviving entity with rights, powers and preferences equal to (or more
          favorable to the holders than) the rights, powers and preferences of
          the Series A Junior Preferred Stock.

               4. Redemption.

                    a. All outstanding shares of Series A Junior Preferred Stock
          shall be redeemed from funds legally available therefor on December 1,
          2018 (the "Series A Mandatory Redemption Date"), at a price per share
          equal to $100 plus an amount per share equal to full cumulative
          dividends (whether or not earned or declared) accrued and unpaid
          thereon (including Additional Dividends) to the Mandatory Redemption
          Date.

                    b. The Series A Junior Preferred Stock may be redeemed from
          funds legally available therefor, in whole or in part, at the election
          of the Corporation, expressed by resolution of the Board of Directors,
          at any time and from time to time at a price per share equal to $100
          plus an amount per share equal to full cumulative dividends (whether
          or not earned or declared) accrued and unpaid thereon (including
          Additional Dividends) to the date of redemption.

                    c. The aggregate amount of the redemption price pursuant to
          Article V.B(4)(a) or (b) is hereinafter referred to as the "Series A
          Junior Redemption Price" with respect to such redemption. The Series A
          Mandatory Redemption Date and the date of any redemption pursuant to
          Article V.B(4)(b) are each hereinafter referred to individually as a
          "Series A Redemption Date."

               5. Redemption Procedure.

                    a. A redemption pursuant to Article V.B(4) shall be
          accomplished in the manner and with the effect as set forth in this
          Article V.B(5).

                    b. Notice of the redemption of Series A Junior Preferred
          Stock pursuant to Article V.B(4) shall be given by mail not less than
          ten (10) days prior to the Series A Redemption Date. If less than all
          the outstanding shares of Series A Junior Preferred Stock is to be
          redeemed, the selection of shares for redemption shall be made pro
          rata and the notice of redemption to a holder shall state the

                                       -6-



          number of shares of Series A Junior Preferred Stock of such holder to
          be redeemed. The amount of the Series A Junior Redemption Price shall
          be deposited on or before the Series A Redemption Date in trust for
          the account of the holders of shares of Series A Junior Preferred
          Stock entitled thereto with a bank or trust company in good standing
          doing business in the State of New York and having capital and surplus
          of at least $100,000,000 (the date of such deposit being hereinafter
          in this Article V.B(5) referred to as the "date of deposit").

                    c. Notice of the date on which, and the name and address of
          the bank or trust company with which, the deposit has been or will be
          made shall be included in the notice of redemption. On and after the
          Series A Redemption Date (unless default shall be made by the
          Corporation in providing money for the payment of the Series A Junior
          Redemption Price pursuant to the notice of redemption), or if the
          Corporation shall make such deposit on or before the date specified
          therefor in the notice of redemption, then on and after the date of
          deposit (provided notice of redemption has been duly given), all
          dividends on the Series A Junior Preferred Stock so called for
          redemption shall cease to accrue and, notwithstanding that any
          certificate for shares of Series A Junior Preferred Stock is not
          surrendered for cancellation, the shares represented thereby shall no
          longer be deemed outstanding and all rights of the holders thereof as
          shareholders of the Corporation with respect to such shares shall
          cease and terminate, except the right to receive the Series A Junior
          Redemption Price as hereinafter provided.

                    d. any time on or after the Series A Redemption Date, or if
          the Corporation shall deposit the money for such redemption prior to
          the Series A Redemption Date, then at any time on or after the date of
          deposit, which time shall be specified by the Corporation in the
          notice of redemption and which shall not be later than the Series A
          Redemption Date, the holders of record of shares of Series A Junior
          Preferred Stock to be redeemed shall be entitled to receive the Series
          A Junior Redemption Price upon actual delivery to the bank or trust
          company with which such deposit shall be made of certificates for the
          shares to be redeemed, such certificates, if required, to be duly
          endorsed in blank or accompanied by proper instruments of assignment
          and transfer duly endorsed in blank. The making of such deposit with
          any such bank or trust company shall not relieve the Corporation of
          liability for payment of the Series A Junior Redemption Price.

                    e. Any money so deposited which shall remain unclaimed by
          the holders of such shares of Series A Junior Preferred Stock at the
          end of two (2) years after the Series A Redemption Date shall be paid
          by such bank or trust company to the Corporation, which shall
          thereafter, to the extent of the money so repaid, be liable for the
          payment of the Series A Junior Redemption Price. Any interest accrued
          on money so deposited shall be paid to the Corporation from time to
          time.

                                       -7-



               6. Voting. Except as required by law and except for any voting by
     the holders of the Series A Junior Preferred Stock as part of a separate
     class or series pursuant to Article V.B(7) hereunder or any other provision
     of these Articles, no holder of Series A Junior Preferred Stock, as such
     holder, shall be entitled to vote on any matter submitted to a vote of
     shareholders. On any matters on which the holders of the Series A Junior
     Preferred Stock shall be entitled to vote, they shall be entitled to one
     vote for each share held. Except as otherwise required by law or as
     otherwise provided herein, the holders of Series A Junior Preferred Stock
     shall not be entitled to notice of any meeting of shareholders.

               7. Other Rights. Without the written consent of the holders of
     all of the outstanding shares of Series A Junior Preferred Stock or the
     vote of the holders of all of the outstanding shares of Series A Junior
     Preferred Stock at a meeting of the holders of Series A Junior Preferred
     Stock called for such purpose, the Corporation shall not amend, alter or
     repeal any provision of these Articles so as to adversely affect the rights
     and preferences of the Series A Junior Preferred Stock including any change
     to the dividend payable on the Series A Junior Preferred Stock; provided,
     further, that in no event will the issuance of any series of Preferred
     Stock that is senior to, on a parity with or junior to the Series A Junior
     Preferred Stock or has a redemption date earlier than the Series A Junior
     Preferred Stock be deemed to adversely affect the rights and preferences of
     the Series A Junior Preferred Stock.

               8. Acknowledgment. Each holder of Series A Junior Preferred
     Stock, by acceptance thereof, acknowledges and agrees that payments of
     dividends, interest, premium and principal on, and redemption and
     repurchase of, such securities by the Corporation are subject to
     restrictions contained in certain credit and financing agreements of the
     Corporation.

               9. Definitions.

                    The following terms, when used in this Article V.B, shall
     have the meanings set forth below:

                    a. As used herein, the amount of dividends "accrued" on any
          share of Series A Junior Preferred Stock as at any date shall be
          calculated as the amount of any unpaid dividends accumulated thereon
          to and including the last preceding Dividend Accrual Date with respect
          to which dividends have not been paid, whether or not earned or
          declared.

                    b. corporation" shall mean a corporation, partnership,
          business trust, unincorporated organization, association, limited
          liability company or joint stock company.

                    c. "Junior Stock" shall mean any series or class of the
          capital stock of the Corporation now or hereafter authorized or issued
          by the Corporation, including any series or class of preferred shares,
          ranking junior to the Series A Junior Preferred Stock with respect to
          dividends or distributions or upon the

                                       -8-



          liquidation, distribution of assets, dissolution or winding-up of the
          Corporation, including without limitation the Common Stock.

                    d. person" shall mean an individual, a corporation,
          partnership, trust, organization, association, government or any
          department or agency thereof, or any other individual or entity.

          C.   COMMON STOCK

               1. Dividends. Holders of Common Stock shall be entitled to
     receive ratably such dividends as may be declared by the Board of
     Directors.

               2. Transfers. The Corporation shall not close its books against
     the transfer of any shares of Common Stock in any manner that would
     interfere with the timely transfer of such Common Stock.

               3. Distribution of Assets. In the event of the voluntary or
     involuntary liquidation, dissolution or winding up of the Corporation (a
     "Distribution Event"), holders of Common Stock shall be entitled to receive
     all of the remaining assets of the Corporation available for distribution
     to its shareholders after all amounts to which the holders of Preferred
     Stock are entitled have been paid or set aside in cash for payment.

               4. Voting Rights. The holders of Common Stock shall have the
     general right to vote for all purposes, including the election of
     directors, as provided by law. Each holder of Common Stock shall be
     entitled to one vote for each share of Common Stock held.

          ARTICLE VI. Elections of Directors. Elections of directors need not be
by written ballot unless the Bylaws of the Corporation shall so provide.

          ARTICLE VII. Right to Amend. The Directors of the Corporation may
amend these Articles for any purpose and in any manner now or hereafter
permitted under the BCL.

          ARTICLE VIII. Majority Voting. Except as otherwise provided by and
subject to the provisions of applicable law, any action required or permitted to
be taken at a meeting of the shareholders or of a class of shareholders of the
corporation may be taken without a meeting if a written consent or consents to
such action, setting forth the action so taken, shall be (a) signed by
shareholders entitled to cast the minimum number of votes that would be
necessary to authorize the action at a meeting at which all shareholders
entitled to vote thereon were present and voting, and (b) filed with the
secretary of the corporation. The action shall not become effective until after
at least ten days' written notice of the action has been given to each
shareholder entitled to vote thereon who has not consented thereto.

          ARTICLE IX. Supersession of Prior Articles. These Amended and Restated
Articles of Incorporation shall supersede the existing [Articles of
Incorporation of the Corporation.]

                                       -9-



          ARTICLE X. No Cumulative Voting Rights. Shareholders shall not have
cumulative voting rights in the election of directors.

          ARTICLE XI. Section 1715 Inapplicable. Section 1715, Exercise of
Powers Generally, of the BCL shall not be applicable to the Corporation.

                                      -10-



                                    EXHIBIT A
                                    ---------

ARTICLE V. Authorized Capital. The aggregate number of shares of stock which the
Corporation shall have authority to issue is 2,165,000 shares, divided into two
(2) classes consisting of 165,000 shares of preferred stock, par value $.01 per
share ("Preferred Stock") and 2,000,000 shares of common stock, par value $.01
per share ("Common Stock"). Each share of common stock, $1.00 par value per
share, of the Corporation outstanding immediately prior to the date hereof
(collectively, the "Current Stock") is hereby automatically reclassified and
converted (such reclassification and conversion, being the "Reclassification")
into 490 shares of Common Stock and 3,250.1 shares of Series A Junior Preferred
Stock (as defined below). Upon receipt of a share certificate representing any
Current Stock, the Secretary of the Corporation shall cancel such certificate
and issue to the shareholder in whose name such certificate appears a
certificate representing Common Stock and Series A Junior Preferred Stock
calculated in accordance with the foregoing conversion ratios. No fractional
shares of the Corporation's Common Stock or Series A Junior Preferred Stock
shall be issued in the Reclassification and no cash or other consideration in
lieu of any fractional shares as a result of the Reclassification that would
otherwise be delivered to the pursuant to the conversion ratios set forth herein
shall be paid.

          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

     A.   PREFERRED STOCK
          ---------------

               a.   Issue in Series. Preferred Stock may be issued from time to
time in one or more series, each such series to have the terms stated herein or
in the resolution of the Board of Directors of the Corporation providing for its
issuance. All shares of any one series of Preferred Stock will be identical, but
shares of different series of Preferred Stock need not be identical or rank
equally except insofar as provided by law or herein.

               b.   Creation of Series. In addition to the Series A Junior
Preferred Stock provided for herein, the Board of Directors will have authority
to adopt amendments to these Articles to cause to be created one or more series
of Preferred Stock, and, subject to any limitations under the BCL, to determine
and fix with respect to each series prior to the issuance of any shares of the
series to which such resolution relates:

                    (1)  The distinctive designation of the series and the
number of shares which will constitute the series, which number may be increased
or decreased (but not below the number of shares then outstanding) from time to
time by action of the Board of Directors;



                                   EXHIBIT A
                                   ---------

                    (2)  The dividend or distribution rate and the times of
payment of dividends or distributions on the shares of the series, whether
dividends or distributions will be cumulative, and if so, from what date or
dates;

                    (3)  The price or prices at which, and the terms and
conditions on which, the shares of the series may be redeemed at the option of
the Corporation;

                    (4)  Whether or not the shares of the series will be
entitled to the benefit of a retirement of sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount of such
fund and the terms and provisions relative to the operation thereof;

                    (5)  Whether or not the shares of the series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;

                    (6)  The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

                    (7)  Whether or not the shares of the series will be
entitled to the benefit of limitations restricting the issuance of shares of any
other series or class; and

                    (8)  Any other preferences, qualifications, privileges,
options and other relative or special rights and limitations of that series.

               c.   Dividends. Holders or Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of funds legally
available for the payment thereof, dividends at the rates fixed herein for the
Series A Junior Preferred Stock and at the rates fixed by the Board of Directors
for any other series, and no more, before any dividends shall be declared and
paid, or set apart for payment, on Common Stock with respect to the same
dividend period.

               d.   Preference on Liquidation. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, holders
of each series of Preferred Stock will be entitled to receive the amount fixed
for such series plus, in the case of Series A Junior Preferred Stock or any
other series on which dividends will have been determined by the Board of
Directors to be cumulative, an amount equal to all dividends accumulated and
unpaid thereon to the date of final distribution, whether or not earned or
declared, before any distribution shall be paid, or set aside for payment, to
holders of Common Stock. If the assets of the Corporation are not sufficient to
pay such amounts in full, holders of



                                   EXHIBIT A
                                   ---------

all shares of Preferred Stock will participate in the distribution of assets
ratably in proportion to the full amounts to which they are entitled or in such
order or priority, if any, as will have been fixed in the resolution or
resolutions providing for the issuance of the series of Preferred Stock. Neither
the merger nor consolidation of the Corporation into or with any other
corporation or entity, nor a sale, transfer or lease of all or part of its
assets, will be deemed a liquidation, dissolution or winding up of the
Corporation within the meaning of this paragraph except to the extent
specifically provided for herein.

               e.   Redemption. The Corporation, at the option of the Board of
Directors, may redeem all or part of the shares of any series of Preferred Stock
on the terms and conditions fixed in these Articles for the Preferred Stock and
by the Board of Directors through an amendment to these Articles for any other
series.

               f.   Voting Rights. Except as otherwise required by law or as
otherwise provided herein, the holders of Preferred Stock shall have no voting
rights and shall not be entitled to any notice of meeting of shareholders.

     B.   JUNIOR PREFERRED STOCK

               a.   Designation; Number of Shares. The first series of Preferred
Stock shall be designated as the Series A 12% Junior Preferred Stock ("Series A
Junior Preferred Stock"), and the number of shares which shall constitute such
series shall be 65,000. The par value of the Series A Junior Preferred Stock
shall be $.01 per share.

               b.   Accrual and Payment of Dividends.

                    (1)  The holders of Series A Junior Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds of the Corporation legally available therefor, cumulative cash dividends
at the rate of $12 per share per annum.

                    Dividends on the Series A Junior Preferred Stock shall be
          payable in annual installments in arrears commencing December 1, 1999
          and thereafter on the first day of December (unless such day is not a
          business day in which event on the last preceding business day) in
          each such year (hereinafter referred to as a "Dividend Accrual Date"),
          except that the dividend payment payable on December 1, 1999 shall be
          calculated from the date of original issuance through December 1,
          1999. Each such dividend on Series A Junior Preferred Stock when paid
          shall be payable to holders of record as they appear on the stock
          books of the Corporation on the date established by the Board of
          Directors of the Corporation as the record date for the payment of
          such dividend (which record date shall not precede the date upon which
          the resolution fixing such record date is adopted and



                                   EXHIBIT A
                                   ---------

          which record date shall be not more than sixty days prior to such
          action). If no record date is fixed, the record date for determining
          holders for such purpose shall be at the close of business on the date
          on which the Board of Directors adopts the resolution relating to such
          dividend payment. Dividends with respect to any shares of Series A
          Junior Preferred Stock shall accrue (whether or not earned or
          declared) from the date of issuance of such shares.

                    (2)  Dividends on the Series A Junior Preferred Stock shall
be cumulative, whether or not earned or declared, so that if at any time full
cumulative dividends at the rate aforesaid on all Series A Junior Preferred
Stock then outstanding to the end of the annual dividend period next preceding
such time shall not have been paid, the amount of the deficiency shall be paid
before any sum shall be set aside for or applied by the Corporation to the
purchase, redemption or other acquisition for value of any Junior Stock (as such
term is defined in Article V.B(9)) (either pursuant to any applicable sinking
fund requirement or otherwise) or any dividend or other distribution shall be
paid or declared and set apart for payment on any Junior Stock (other than a
dividend payable in Junior Stock); provided however, that the foregoing shall
not prohibit the Corporation from repurchasing Junior Stock from a former
employee of the Corporation (or a subsidiary of the Corporation) where such
repurchase arises from the Corporation's option to repurchase such shares upon
the termination of such employee's employment with the Corporation (or a
subsidiary) pursuant to a written agreement between the Corporation and such
employee. Accrued dividends on the Series A Junior Preferred Stock if not paid
on the first or any subsequent Dividend Accrual Date following accrual shall
thereafter accrue additional dividends in respect thereof (the "Additional
Dividends"), compounded annually, at the rate of 12% per annum.

                    (3)  When dividends are not paid in full upon the Series A
Junior Preferred Stock and any other stock ranking on a parity as to dividends
with the Series A Junior Preferred Stock all dividends paid upon Series A Junior
Preferred Stock and any other shares ranking on a parity as to dividends with
the Series A Junior Preferred Stock shall be paid pro rata so that in all cases
the amount of dividends paid per share of Series A Junior Preferred Stock and
such other shares shall bear the same ratio that accrued dividends per share on
the Series A Junior Preferred Stock and such other shares bear to each other.
Except as provided in the preceding sentence, unless full cumulative dividends
on the Series A Junior Preferred Stock have been paid, no dividends shall be
declared or paid or set aside for payment upon any other shares of the
Corporation ranking on a parity with the Series A Junior Preferred Stock as to
dividends.

                    (4)  An annual dividend period shall commence on the day
following a Dividend Accrual Date and shall end on the next succeeding Dividend
Accrual Date.

               c.   Preference on Liquidation.



                                   EXHIBIT A
                                   ---------

                    (1)  In the event that the Corporation shall be liquidated,
dissolved or wound up, whether voluntarily or involuntarily, after all creditors
of the Corporation shall have been paid in full, the holders of the Series A
Junior Preferred Stock shall be entitled to receive, out of the assets of the
Corporation legally available for distribution to its shareholders, whether from
capital, surplus or earnings, before any amount shall be paid to the holders of
any Series A Junior Stock, an amount equal to $100 in cash per share plus an
amount equal to full cumulative dividends (whether or not earned or declared)
accrued and unpaid thereon (including Additional Dividends) to the date of final
distribution, and no more. If upon any liquidation, dissolution or winding up of
the Corporation, the net assets of the Corporation shall be insufficient to pay
the holders of all outstanding shares of Series A Junior Preferred Stock and of
any shares ranking on a parity with the Series A Junior Preferred Stock the full
amounts to which they respectively shall be entitled, such assets, or the
proceeds thereof, shall be distributed ratably among the holders of the Series A
Junior Preferred Stock and of any shares of stock ranking on a parity with the
Series A Junior Preferred Stock. Holders of Series A Junior Preferred Stock
shall not be entitled, upon the liquidation, dissolution or winding up of the
Corporation, to receive any amounts with respect to such shares other than the
amounts referred to in this Article V.B(3)(a).

                    (2)  Neither the purchase nor redemption by the Corporation
of any shares of any class in any manner permitted by these Articles or any
amendment hereof, nor the merger or consolidation of the Corporation with or
into any other corporation or corporations, nor a sale, transfer or lease of all
or substantially all of the Corporation's assets shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purposes of
this Article V.B(3); provided, however, that any consolidation or merger of the
Corporation in which the Corporation is not the surviving entity shall be deemed
to be a liquidation, dissolution or winding up of the affairs of the Corporation
within the meaning of this Article V.B(3) if, (A) in connection therewith, the
holders of shares of Common Stock of the Corporation receive as consideration,
whether in whole or in part, for such Common Stock (1) cash, (2) notes,
debentures or other evidences of indebtedness or obligations to pay cash or (3)
preferred stock of the surviving entity (whether or not the surviving entity is
the Corporation) which ranks on a parity with or senior to the preferred shares
received by holders of the Series A Junior Preferred Stock with respect to
liquidation or dividends or (B) the holders of the Series A Junior Preferred
Stock do not receive preferred shares of the surviving entity with rights,
powers and preferences equal to (or more favorable to the holders than) the
rights, powers and preferences of the Series A Junior Preferred Stock.

               d.   Redemption.

                    (1)  All outstanding shares of Series A Junior Preferred
Stock shall be redeemed from funds legally available therefor on December 1,
2018 (the "Series A Mandatory Redemption Date"), at a price per share equal to
$100 plus an amount per share equal



                                   EXHIBIT A
                                   ---------

to full cumulative dividends (whether or not earned or declared) accrued and
unpaid thereon (including Additional Dividends) to the Mandatory Redemption
Date.

                    (2)  The Series A Junior Preferred Stock may be redeemed
from funds legally available therefor, in whole or in part, at the election of
the Corporation, expressed by resolution of the Board of Directors, at any time
and from time to time at a price per share equal to $100 plus an amount per
share equal to full cumulative dividends (whether or not earned or declared)
accrued and unpaid thereon (including Additional Dividends) to the date of
redemption.

                    (3)  The aggregate amount of the redemption price pursuant
to Article V.B(4)(a) or (b) is hereinafter referred to as the "Series A Junior
Redemption Price" with respect to such redemption. The Series A Mandatory
Redemption Date and the date of any redemption pursuant to Article V.B(4)(b) are
each hereinafter referred to individually as a "Series A Redemption Date."

               e.   Redemption Procedure.

                    (1)  A redemption pursuant to Article V.B(4) shall be
accomplished in the manner and with the effect as set forth in this Article
V.B(5).

                    (2)  Notice of the redemption of Series A Junior Preferred
Stock pursuant to Article V.B(4) shall be given by mail not less than ten (10)
days prior to the Series A Redemption Date. If less than all the outstanding
shares of Series A Junior Preferred Stock is to be redeemed, the selection of
shares for redemption shall be made pro rata and the notice of redemption to a
holder shall state the number of shares of Series A Junior Preferred Stock of
such holder to be redeemed. The amount of the Series A Junior Redemption Price
shall be deposited on or before the Series A Redemption Date in trust for the
account of the holders of shares of Series A Junior Preferred Stock entitled
thereto with a bank or trust company in good standing doing business in the
State of New York and having capital and surplus of at least $100,000,000 (the
date of such deposit being hereinafter in this Article V.B(5) referred to as the
"date of deposit").

                    (3)  Notice of the date on which, and the name and address
of the bank or trust company with which, the deposit has been or will be made
shall be included in the notice of redemption. On and after the Series A
Redemption Date (unless default shall be made by the Corporation in providing
money for the payment of the Series A Junior Redemption Price pursuant to the
notice of redemption), or if the Corporation shall make such deposit on or
before the date specified therefor in the notice of redemption, then on and
after the date of deposit (provided notice of redemption has been duly given),
all dividends on the Series A Junior Preferred stock so called for redemption
shall cease to accrue and, notwithstanding that any certificate for shares of
Series A Junior Preferred Stock is not surrendered for cancellation, the



                                   EXHIBIT A
                                   ---------

shares represented thereby shall no longer be deemed outstanding and all rights
of the holders thereof as shareholders of the Corporation with respect to such
shares shall cease and terminate, except the right to receive the Series A
Junior Redemption Price as hereinafter provided.

                    (4)  any time on or after the Series A Redemption Date, or
if the Corporation shall deposit the money for such redemption prior to the
Series A Redemption Date, then at any time on or after the date of deposit,
which time shall be specified by the Corporation in the notice of redemption and
which shall not be later than the Series A Redemption Date, the holders of
record of shares of Series A Junior Preferred Stock to be redeemed shall be
entitled to receive the Series A Junior Redemption Price upon actual delivery to
the bank or trust company with which such deposit shall be made of certificates
for the shares to be redeemed, such certificates, if required, to be duly
endorsed in blank or accompanied by proper instruments of assignment and
transfer duly endorsed in blank. The making of such deposit with any such bank
or trust company shall not relieve the Corporation of liability for payment of
the Series A Junior Redemption Price.

                    (5)  Any money so deposited which shall remain unclaimed by
the holders of such shares of Series A Junior Preferred Stock at the end of two
(2) years after the Series A Redemption Date shall be paid by such bank or trust
company to the Corporation, which shall thereafter, to the extent of the money
so repaid, be liable for the payment of the Series A Junior Redemption Price.
Any interest accrued on money so deposited shall be paid to the Corporation from
time to time.

               f.   Voting. Except as required by law and except for any voting
by the holders of the Series A Junior Preferred Stock as part of a separate
class or series pursuant to Article V.B(7) hereunder or any other provision of
these Articles, no holder of Series A Junior Preferred Stock, as such holder,
shall be entitled to vote on any matter submitted to a vote of shareholders. On
any matters on which the holders of the Series A Junior Preferred stock shall be
entitled to vote, they shall be entitled to one vote for each share held. Except
as otherwise required by law or as otherwise provided herein, the holders of
Series A Junior Preferred Stock shall not be entitled to notice of any meeting
of shareholders.

               g.   Other Rights. Without the written consent of the holders of
all of the outstanding shares of Series A Junior Preferred Stock or the vote of
the holders of all of the outstanding shares of Series A Junior Preferred Stock
at a meeting of the holders of Series A Junior Preferred Stock called for such
purpose, the Corporation shall not amend, alter or repeal any provision of these
Articles so as to adversely affect the rights and preferences of the Series A
Junior Preferred Stock including any change tot he dividend payable on the
Series A Junior Preferred Stock; provided, further, that in no event will the
issuance of any series of Preferred Stock that is senior to, on a parity with or
junior to the Series A Junior Preferred Stock or has a redemption date earlier
than the Series A Junior Preferred Stock be deemed to adversely affect the
rights and preferences of the Series A Junior Preferred Stock.



                                   EXHIBIT A
                                   ---------

               h.   Acknowledgement. Each holder of Series A Junior Preferred
Stock, by acceptance thereof, acknowledges and agrees that payments of
dividends, interest, premium and principal on, and redemption and repurchase of,
such securities by the Corporation are subject to restrictions contained in
certain credit and financing agreements of the Corporation.

               i.   Definitions

               The following terms, when used in this Article V.B, shall have
     the meanings set forth below:

                    (1)  As used herein, the amount of dividends "accrued" on
any share of Series A Junior Preferred Stock as at any date shall be calculated
as the amount of any unpaid dividends accumulated thereon to and including the
last preceding Dividend Accrual Date with respect to which dividends have not
been paid, whether or not earned or declared.

                    (2)  corporation" shall mean a corporation, partnership,
business trust, unincorporated organization, association, limited liability
company or joint stock company.

                    (3)  "Junior Stock" shall mean any series or class of the
capital stock of the Corporation now or hereafter authorized or issued by the
Corporation, including any series or class of preferred shares, ranking junior
to the Series A Junior Preferred Stock with respect to dividends or
distributions or upon the liquidation, distribution of assets, dissolution or
winding-up of the Corporation, including without limitation the Common Stock.

                    (4)  person" shall mean an individual, a corporation,
partnership, trust, organization, association, government or any department or
agency thereof, or any other individual or entity.

     C.  COMMON STOCK

               a.   Dividends. Holders of Common Stock shall be entitled to
receive ratably such dividends as may be declared by the Board of Directors.

               b.   Transfers. The Corporation shall not close its books against
the transfer of any shares of Common Stock in any manner that would interfere
with the timely transfer of such Common Stock.

               c.   Distribution of Assets. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation (a
"Distribution Event"), holders of Common Stock shall be entitled to receive all
of the remaining assets of the Corporation



                                   EXHIBIT A
                                   ---------

available for distribution to its shareholders after all amounts to which the
holders of Preferred Stock are entitled have been paid or set aside in cash for
payment.

               d.   Voting Rights. The holders of Common Stock shall have the
general right to vote for all purposes, including the election of directors, as
provided by law. Each holder of Common Stock shall be entitled to one vote for
each share of Common Stock held.




                                   EXHIBIT A
                                   ---------

                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU

ARTICLES OF INCORPORATION
DOMESTIC BUSINESS CORPORATION

     In compliance with the requirements of 15 Pa. C.S. Section 1306 (relating
to articles of incorporation), the undersigned, desiring to be incorporated as a
business corporation, hereby certify that:

               1.   The name of the Corporation is

                         SPECIALTY BAR PRODUCTS COMPANY

               2.   The address of its registered office in this Commonwealth is

                               200 Martha Street
                         Blairsville, Pennsylvania 15717

               3.   The Corporation is incorporated under the Pennsylvania
Business Corporation Law of 1988 (15 Pa. C.S. Section 1101 et seq.), as the same
may be amended.

               4.   The aggregate number of shares which the Corporation shall
have authority to issue is 3,000 shares of common stock, $1.00 per value.

               5.   The name and address of the incorporator are:

                                Frank J. Rauktis
                            c/o COHEN & GRIGSBY, P.C.
                                 2900 CNG Tower



                                   EXHIBIT A
                                   ---------

                               625 Liberty Avenue
                              Pittsburgh, PA 15222

               6.  To the fullest extent permitted by law, no director of the
corporation shall be personally liable for monetary damages for any action
taken, or any failure to take any action.

               IN TESTIMONY WHEREOF, the incorporator has signed these Articles
of Incorporation this 16th day of November, 1992.


                                        Frank J. Rauktis
                                        Sole Incorporator

EX-3.16

                                                                     EXIBIT 3.16


                                     BY-LAWS

                                       of

                         SPECIALTY BAR PRODUCTS COMPANY

                          (a Pennsylvania corporation)

                            Adopted November 16, 1992



                         SPECIALTY BAR PRODUCTS COMPANY

                                     By-Laws


                                    ARTICLE I
                                    ---------

                             Offices and Fiscal Year

     Section 1.01.  Registered office. The registered office of the corporation
in Pennsylvania shall be at 200 Martha Street, Blairsville, Pennsylvania 15717,
until otherwise established by an amendment of the articles or by the board of
directors and a record of such change is filed with the Department of State in
the manner provided by law.

     Section 1.02.  Other offices. The corporation may also have offices at such
other places within or without Pennsylvania as the board of directors may from
time to time appoint or the business of the corporation may require.

     Section 1.03.  Fiscal year. The fiscal year of the corporation shall begin
on the 1st day of January in each year.


                                   ARTICLE II
                                   ----------

                      Notice - Waivers - Meetings Generally

     Section 2.01.  Manner of giving notice.

                    (a)  General rule. Whenever written notice is required to be
given to any person under the provisions of the Business Corporation Law or by
the articles or these bylaws, it may be given to the person either personally or
by sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answerback
received) or courier service, charges prepaid, or by telecopier, to the address
(or to the telex, TWX, telecopier or telephone number) of the person appearing
on the books of the corporation or, in the case of directors, supplied by the
director to the corporation for the purpose of notice. If the notice is sent by
mail, telegraph or courier service, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person or, in the case
of telex or TWX, when dispatched or, in the case of telecopier, when received. A
notice of meeting shall specify the place, day and hour of the meeting and any
other information required by any other provision of the Business Corporation
Law, the articles or these bylaws.

                    (b)  Adjourned shareholder meetings. When a meeting of
shareholders is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at an adjourned meeting,
other than by announcement at the meeting at



which the adjournment is taken, unless the board fixes a new record date for the
adjourned meeting.

     Section 2.02.  Notice of meetings of board of directors. Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or telecopier) or 48 hours (in the case of notice by telegraph,
courier service or express mail) or five days (in the case of notice by first
class mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
need be specified in a notice of the meeting.

     Section 2.03.  Notice of meetings of shareholders.

                    (a)  General rule. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the secretary to each
shareholder of record entitled to vote at the meeting at least:

                         (1)  ten days prior to the day named for a meeting
          called to consider a fundamental transaction under 15 Pa.C.S. Chapter
          19; or

                         (2)  five days prior to the day named for the meeting
          in any other case.

If the secretary neglects or refuses to give notice of a meeting, the person or
persons calling the meeting may do so. In the case of a special meeting of
shareholders, the notice shall specify the general nature of the business to be
transacted.

                    (b)  Notice of action by shareholders on bylaws. In the case
of a meeting of shareholders that has as one of its purposes action on the
bylaws, written notice shall be given to each shareholder that the purpose, or
one of the purposes, of the meeting is to consider the adoption, amendment or
repeal o the bylaws. There shall be included in, or enclosed with, the notice a
copy of the proposed amendment or a summary of the changes to be effected
thereby.

     Section 2.04.  Waiver of notice.

                    (a)  Written waiver. Whenever any written notice is required
to be given under the provisions of the Business Corporation Law, the articles
or these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of the notice. Except as otherwise required
by this subsection, neither the business to be transacted at, nor the purpose
of, a meeting need be specified in the waiver of notice of the meeting. In the
case of a special meeting of shareholders, the waiver of notice shall specify
the general nature of the business to be transacted.

                                      - 2 -



                    (b)  Waiver by attendance. Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting, a the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened.

     Section 2.05.  Modification of proposal contained in notice. Whenever the
language of a proposed resolution is included in a written notice of a meeting
required to be given under the provisions of the Business Corporation Law or the
articles or these bylaws, the meeting considering the resolution may without
further notice adopt it with such clarifying or other amendments as do not
enlarge its original purpose.

     Section 2.06.  Exception to requirement of notice.

                    (a)  General rule. Whenever any notice or communication is
required to be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the giving
of the notice or communication to that person shall not be required.

                    (b)  Shareholders without forwarding addresses. Notice or
other communications shall not be sent to any shareholder with whom the
corporation has been unable to communicate for more than 24 consecutive months
because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the corporation with a current
address. Whenever the shareholder provides the corporation with a current
address, the corporation shall commence sending notices and other communications
to the shareholder in the same manner as to other shareholders.

     Section 2.07.  Use of conference, telephone and similar equipment. One or
more persons may participate in a meeting of the board of directors or the
shareholders of the corporation by means of conference, telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at the meeting.

                                   ARTICLE III
                                   -----------

                                  Shareholders

     Section 3.01.  Place of meeting. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of a
meeting.

     Section 3.02.  Annual meeting. The board of directors may fix the date and
time of the annual meeting of the shareholders, but if no such date and time is
fixed by the board, the meeting for any calendar year shall be held on the
second Monday of March in such year, if not a

                                      - 3 -



legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on
the next succeeding business day, not a Saturday, at 10:00 o'clock A.M., and at
said meeting the shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought before the
meeting. If the annual meeting shall not have been called and held within six
months after the designated time, any shareholder may call the meeting at any
time thereafter.

     Section 3.03.  Special meetings.

                    (a)  Call of special meetings. Special meetings of the
shareholders may be called at any time:


                         (1)  by the board of directors; or

                         (2)  unless otherwise provided in the articles, by
          shareholders entitled to cast at least 20% of the votes that all
          shareholders are entitled to cast at that particular meeting.

                    (b)  Fixing of time for meeting. At any time, upon written
request of any person who has called a special meeting, it shall be the duty of
the secretary to fix the time of the meeting which shall be held not more than
60 days after the receipt of the request. If the secretary neglects or refuses
to fix the time of the meeting, the person or persons calling the meeting may do
so.

     Section 3.04.  Quorum and adjournment.

                    (a)  General rule. A meeting of shareholders of the
corporation duly called shall not be organized for the transaction of business
unless a quorum is present. The presence of shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast on a
particular matter to be acted upon at the meeting shall constitute a quorum for
the purposes of consideration and action on the matter. Shares of the
corporation owned, directly or indirectly, by it and controlled, directly or
indirectly, by the board of directors of this corporation, as such, shall not be
counted in determining the total number of outstanding shares for quorum
purposes at any given time.

                    (b)  Withdrawal of a quorum. The shareholders present at a
duly organized meeting can continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

                    (c)  Adjournment for lack of quorum. If a meeting cannot be
organized because a quorum has not attended, those present may, except as
provided in the Business Corporation Law, adjourn the meeting to such time and
place as they may determine.

                    (d)  Adjournments generally. Any meeting at which directors
are to be elected shall be adjourned only from day to day, or for such longer
periods not exceeding 15 days each as the shareholders present and entitled to
vote shall direct, until the directors have

                                      - 4 -



been elected. Any other regular or special meeting may be adjourned for such
period as the shareholders present and entitled to vote shall direct.

                    (e)  Electing directors at adjourned meeting. Those
shareholders entitled to vote who attend a meeting called for the election of
directors that has been previously adjourned for lack of a quorum, although less
than a quorum as fixed in this section, shall nevertheless constitute a quorum
for the purpose of electing directors.

                    (f)  Other action in absence of quorum. Those shareholders
entitled to vote who attend a meeting of shareholders that has been previously
adjourned for one or more periods aggregating at least 15 days because of an
absence of a quorum, although less than a quorum as fixed in this section, shall
nevertheless constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the meeting if the notice states that those shareholders
who attend the adjourned meeting shall nevertheless constitute a quorum for the
purpose of acting upon the matter.

     Section 3.05.  Action by shareholders.

                    (a)  General rule. Except as otherwise provided in the
Business Corporation Law or the articles or these bylaws, whenever any corporate
action is to be taken by vote of the shareholders of the corporation, it shall
be authorized by a majority of the votes cast at a duly organized meeting of
shareholders by the holders of shares entitled to vote thereon.

                    (b)  Interested shareholders. Any merger or other
transaction authorized under 15 Pa.C.S. Subchapter 19C between the corporation
or subsidiary thereof and a shareholder of this corporation, or any voluntary
liquidation authorized under 15 Pa.C.S. Subchapter 19F in which a shareholder is
treated differently from other shareholders of the same class (other than any
dissenting shareholders), shall require the affirmative vote of the shareholders
entitled to cast at least a majority of the votes that all shareholders other
than the interested shareholder are entitled to cast with respect to the
transaction, without counting the vote of the interested shareholder. For the
purposes of the preceding sentence, interested shareholder shall include the
shareholder who is a party to the transaction or who is treated differently from
other shareholders and any person, or group of persons, that is acting jointly
or in concert with the interested shareholder and any person who, directly or
indirectly, controls, is controlled by or is under common control with the
interested shareholder. An interested shareholder shall not include any person
who, in good faith and not for the purpose of circumventing this subsection, is
an agent, bank, broker, nominee or trustee for one or more other persons, to the
extent that the other person or persons are not interested shareholders.

                    (c)  Exceptions. Subsection (b) shall not apply to a
transaction:


                         (1)  that has been approved by a majority vote of the
          board of directors without counting the vote of directors who:

                                      - 5 -



                              (i)   are directors or officers of, or have a
          material equity interest in, the interested shareholder; or

                              (ii)  were nominated for election as a director by
          the interested shareholder, and first elected as director, within 24
          months of the date of the vote on the proposed transaction; or

                         (2)  in which the consideration to be received by the
          shareholders for shares of any class of which shares are owned by the
          interested shareholder is not less than the highest amount paid by the
          interested shareholder in acquiring shares of the same class.

                    (d)  Additional approvals. The approvals required by
subsection (b) shall be in addition to, and not in lieu of, any other approval
required by the Business Corporation Law, the articles or these bylaws, or
otherwise.

     Section 3.06.  Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be one, the
president, the vice presidents in their order of rank and seniority, or a person
chosen by vote of the shareholders present, shall act as chairman of the
meeting. The secretary or, in the absence of the secretary, an assistant
secretary, or, in the absence of both the secretary and assistant secretaries, a
person appointed by the chairman of the meeting, shall act as secretary.

     Section 3.07.  Voting rights of shareholders. Unless otherwise provided in
the articles, every shareholder of the corporation shall be entitled to one vote
for every share standing in the name of the shareholder on the books of the
corporation.

     Section 3.08.  Voting and other action by proxy.


                    (a)  General rule.


                         (1)  Every shareholder entitled to vote at a meeting of
          shareholders or to express consent or dissent to corporate action in
          writing without a meeting may authorize another person to act for the
          shareholder by proxy.

                         (2)  The presence of, or vote or other action at a
          meeting of shareholders, or the expression of consent or dissent to
          corporate action in writing, by a proxy of a shareholder shall
          constitute the presence of, or vote or action by, or written consent
          or dissent of the shareholder.

                         (3)  Where two or more proxies of a shareholder are
          present, the corporation shall, unless otherwise expressly provided in
          the proxy, accept as the vote of all shares represented thereby the
          vote cast by a majority of them and,

                                      - 6 -



          if a majority of the proxies cannot agree whether the shares
          represented shall be voted or upon the manner of voting the shares,
          the voting of the shares shall be divided equally among those persons.

                    (b)  Minimum requirements. Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-fact of the
shareholder and filed with the secretary of the corporation. A proxy, unless
coupled with an interest, shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until written notice thereof has been given to the
secretary of the corporation. An unrevoked proxy shall not be valid after three
years from the date of its execution unless a longer time is expressly provided
therein. A proxy shall not be revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority is exercised, written notice
of the death or incapacity is given to the secretary of the corporation.

                    (c)  Expenses. Unless otherwise restricted in the articles,
the corporation shall pay the reasonable expenses of solicitation of votes,
proxies or consents of shareholders by or on behalf of the board of directors or
its nominees for election to the board, including solicitation by professional
proxy solicitors and otherwise.

     Section 3.09.  Voting by fiduciaries and pledgees. Shares of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of a proxy given to a pledgee or nominee.

     Section 3.10.  Voting by joint holders of shares.

                    (a)  General rule. Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as fiduciaries or
otherwise:

                         (1)  if only one or more of such persons is present in
          person or by proxy, all of the shares standing in the names of such
          persons shall be deemed to be represented for the purpose of
          determining a quorum and the corporation shall accept as the vote of
          all the shares of the vote cast by a joint owner or a majority of
          them; and

                         (2)  if the persons are equally divided upon whether
          the shares held by them shall be voted or upon the manner of voting
          the shares, the voting of the shares shall be divided equally among
          the persons without prejudice to the rights of the joint owners or the
          beneficial owners thereof among themselves.

                    (b)  Exception. If there has been filed with the secretary
of the corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the

                                      - 7 -



agreement under which the shares are held or the instrument by which the trust
or estate was created or the order of court appointing them or of an order of
court directing the voting of the shares, the persons specified as having such
voting power in the document latest in date of operative effect so file, and
only those persons, shall be entitled to vote the shares but only in accordance
therewith.

     Section 3.11.  Voting by corporations.

                    (a)  Voting by corporate shareholders. Any corporation that
is a shareholder of this corporation may vote by any of its officers or agents,
or by proxy appointed by any officer or agent, unless some other person, by
resolution of the board of directors of the other corporation or a provision of
its articles or bylaws, a copy of which resolution or provision certified to be
correct by one of its officers has been filed with the secretary of this
corporation, is appointed its general or special proxy in which case that person
shall be entitled to vote the share.

                    (b)  Controlled shares. Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding
shares for voting purposes at any given time.

     Section 3.12.  Determination of shareholders of record.

                    (a)  Fixing record date. The board of directors may fix a
time prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, at which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the corporation after any record date
fixed as provided in this subsection. The board of directors may similarly fix a
record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the board fixes a new record date for
the adjourned meeting.

                    (b)  Determination when a record date is not fixed. If a
record date is not fixed:

                         (1)  The record date for determining shareholders
          entitled to notice of or to vote at a meeting of shareholders shall be
          at the close of business on the day next preceding the day on which
          notice is given or, if notice is waived, at the close of business on
          the day immediately preceding the day on which the meeting is held.

                         (2)  The record date for determining shareholders
          entitled to express consent or dissent to corporate action in writing
          without a meeting, when

                                      - 8 -



          prior action by the board of directors is not necessary, shall be the
          close of business on the day on which the first written consent or
          dissent is filed with the secretary of the corporation.

                         (3)  The record date for determining shareholders for
          any other purpose shall be at the close of business on the day on
          which the board of directors adopts the resolution relating thereto.

     Section 3.13.  Voting lists.

                    (a)  General rule. The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.

                    (b)  Effect of list. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at a meeting
prior to a demand at the meeting by any shareholder entitled to vote thereat to
examine the list. The original share register or transfer book, or a duplicate
thereof kept in this Commonwealth, shall be prima facie evidence as to who are
the shareholders entitled to examine the list or share register or transfer book
or to vote at any meeting of shareholders.

     Section 3.14.  Judges of election.

                    (a)  Appointment. In advance of any meeting of shareholders
of the corporation, the board of directors may appoint judges of election, who
need not be shareholders, to act at the meeting or any adjournment thereof. If
judges of election are not so appointed, the presiding officer of the meeting
shall, and on the request of any shareholder, appoint judges of election at the
meeting. The number of judges shall be one or three. A person who is a candidate
for office to be filled at the meeting shall not act as a judge.

                    (b)  Vacancies. In case any person appointed as a judge
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the board of directors in advance of the convening of the
meeting or at the meeting by the presiding officer thereof.

                    (c)  Duties. The judges of election shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result and do such acts as may
be proper to conduct the election or vote with fairness to all shareholders. The
judges ____________election shall perform their duties impartially, in good
faith and to the best of their ability and as

                                      - 9 -



expeditiously as is practical. If there are three judges of election, the
decision, act or certificate of a majority shall be effective in all respects as
to the decision, act or certificate of all.

                    (d)  Report. On request of the presiding officer of the
meeting, or of any shareholder, the judges shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
facie evidence of the facts stated therein.

     Section 3.15.  Consent of shareholders in lieu of meeting. Any action
required or permitted to be taken at a meeting of the shareholders or of a class
of shareholders may be taken without a meeting upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
that would be necessary to authorize the action at a meeting at which all
shareholders entitled to vote thereon were present and voting. The consents
shall be filed with the secretary of the corporation. The action shall not
become effective until after at least ten days' written notice of the action has
been given to each shareholder entitled to vote thereon who has not consented
thereto.

     Section 3.16.  Minors as security holders. The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.

                                   ARTICLE IV
                                   ----------

                               Board of Directors

     Section 4.01.  Powers; personal liability.

                    (a)  General rule. Unless otherwise provided by statute, all
powers vested by law in the corporation shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the board of directors.

                    (b)  Standard of care; justifiable reliance. A director
shall stand in a fiduciary relation to the corporation and shall perform his or
her duties as a director, including duties as a member of any committee of the
board upon which the director may serve, in good faith, in a manner the director
reasonably believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties,
a director shall be entitled to rely in good faith on information, opinions,
reports or statements, including

                                     - 10 -



financial statements and other financial data, in each case prepared or
presented by any of the following:

                         (1)  One or more officers or employees of the
          corporation whom the director reasonably believes to be reliable and
          competent in the matters presented.

                         (2)  Counsel, public accountants or other persons as to
          matters which the director reasonably believes to be within the
          professional or expert competence of such person.

                         (3)  A committee of the board upon which the director
          does not serve, duly designated in accordance with law, as to matters
          within its designated authority, which committee the director
          reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if the director
has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.

                    (c)  Consideration of factors. In discharging the duties of
their respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of subsection
(b).

                    (d)  Presumption. Absent breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any failure to take
any action shall be presumed to be in the best interests of the corporation.

                    (e)  Personal liability of directors.

                         (1)  A director shall not be personally liable, as
          such, for monetary damages for any action taken, or any failure to
          take any action, unless:

                              (i)   the director has breached or failed to
          perform the duties of his or her office under this section; and

                              (ii)  the breach or failure to perform constitutes
          selfdealing, willful misconduct or recklessness.

                         (2)  The provisions of paragraph (1) shall not apply to
          the responsibility or liability of a director pursuant to any criminal
          statute, or the liability of a director for the payment of taxes
          pursuant to local, State or Federal law.

                                     - 11 -



                    (f)  Notation of dissent. A director who is present at a
meeting of the board of directors, or of a committee of the board, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent is entered in the minutes of the
meeting or unless the director files a written dissent to the action with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this section shall bar a director from asserting
that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the director notifies the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 4.02.  Qualifications and selection of directors.

                    (a)  Qualifications. Each director of the corporation shall
be a natural person of full age who need not be a resident of Pennsylvania or a
shareholder of the corporation.

                    (b)  Election of directors. Except as otherwise provided in
these bylaws, directors of the corporation shall be elected by the shareholders.
In elections for directors, voting need not be by ballot, except upon demand
made by a shareholder entitled to vote at the election and before the voting
begins. The candidates receiving the highest number of votes from each class or
group of classes, if any, entitled to elect directors separately up to the
number of directors to be elected by the class or group of classes shall be
elected. If at the meeting of shareholders, directors of more than one class are
to be elected, each class of directors shall be elected in a separate election.

                    (c)  Cumulative voting. Unless the articles provide for
straight voting, in each election of directors every shareholder entitled to
vote shall have the right to multiply the number of votes to which the
shareholder may be entitled by the total number of directors to be elected in
the same election by the holders of the class or classes of shares of which his
or her shares are a part and the shareholder may cast the whole number of his or
her votes for one candidate or may distribute them among two or more candidates.

     Section 4.03.  Number and term of office.


                    (a)  Number. The board of directors shall consist of such
number of directors as may be determined from time to time by resolution of the
board of directors.

                    (b)  Term of office. Each director shall hold office until
the expiration of the term for which he or she was selected and until a
successor has been selected and qualified or until his or her earlier death,
resignation or removal. A decrease in the number of directors shall not have the
effect of shortening the term of any incumbent director.

                    (c)  Resignation. Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.

                                     - 12 -



     Section 4.04.  Vacancies.

                    (a)  General rule. Vacancies in the board of directors,
including vacancies resulting from an increase in the number of directors, may
be filled by a majority vote of the remaining members of the board though less
than a quorum, or by a sole remaining director, and each person so selected
shall be a director to serve for the balance of the unexpired term, and until a
successor has been selected and qualified or until his or her earlier death,
resignation or removal.

                    (b)  Action by resigned directors. When one or more
directors resign from the board effective at a future date, the directors then
in office, including those who have so resigned, shall have power by the
applicable vote to fill the vacancies, the vote thereon to take effect when the
resignations become effective.

     Section 4.05.  Removal of directors.

                    (a)  Removal by the shareholders. The entire board of
directors, or any class of the board, or any individual director may be removed
from office without assigning any cause by the vote of shareholders, or of the
holders of a class or series of shares, entitled to elect directors, or the
class of directors. In case the board or a class of the board of any one or more
directors are so removed, new directors may be elected at the same meeting. The
board of directors may be removed at any time with or without cause by the
unanimous vote or consent of shareholders entitled to vote thereon.

                    (b)  Removal of the board. The board of directors may
declare vacant the office of a director who has been judicially declared of
unsound mind or who has been convicted of an offense punishable by imprisonment
for a term of more than one year or if, within 60 days after notice of his or
her selection, the director does not accept the office either in writing or by
attending a meeting of the board of directors.

     Section 4.06.  Place of meetings. Meetings of the board of directors may be
held at such place within or without Pennsylvania as the board of directors may
from time to time appoint or as may be designated in the notice of the meeting.

     Section 4.07.  Organization of meetings. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary or, in the absence of the secretary,
an assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.

                                     - 13 -



     Section 4.08.  Regular meetings. Regular meetings of the board of directors
shall be held at such time and place as shall be designated from time to time by
resolution of the board of directors.

     Section 4.09.  Special meetings. Special meetings of the board of directors
shall be held whenever called by the chairman or by two or more of the
directors.

     Section 4.10.  Quorum of and action by directors.

                    (a)  General rule. A majority of the directors in office of
the corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the board of
directors.

                    (b)  Action by written consent. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the secretary of the corporation.

     Section 4.11.  Executive and other committees.

                    (a)  Establishment and powers. The board of directors may,
by resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the corporation. Any
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or authority as to
the following:

                         (1)  The submission to shareholders of any action
          requiring approval of shareholders under the Business Corporation Law.

                         (2)  The creation or filling of vacancies in the board
          of directors.

                         (3)  The adoption, amendment or repeal of these bylaws.

                         (4)  The amendment or repeal of any resolution of the
          board that by its terms is amendable or repealable only by the board.

                         (5)  Action on matters committed by a resolution of the
          board of directors to another committee of the board.

                    (b)  Alternate committee members. The board may designate
one or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee or for the
purposes of any written action by

                                     - 14 -



the committee. In the absence or disqualification of a member and alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another director to act at the meeting in the place of
the absent or disqualified member.

                    (c)  Term. Each committee of the board shall serve at the
pleasure of the board.

                    (d)  Committee procedures. The term "board of directors" or
"board", when used in any provision of these bylaws relating to the organization
or procedures of or the manner of taking action by the board of directors, shall
be construed to include and refer to any executive or other committee of the
board.

     Section 4.12.  Compensation. The board of directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the corporation.

                                    ARTICLE V
                                    ---------

                                    Officers

     Section 5.01.  Officers generally.

                    (a)  Number, qualifications and designation. The officers of
the corporation shall be a president, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.03.
Officers may but need not be directors or shareholders of the corporation. The
president and secretary shall be natural persons of full age. The treasurer may
be a corporation, but if a natural person, shall be of full age. The board of
directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who shall be officers of the corporation. Any
number of offices may be held by the same person.

                    (b)  Resignations. Any officer may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as may be
specified in the notice of resignation.

                    (c)  Bonding. The corporation may secure the fidelity of any
or all of its officers by bond or otherwise.

                    (d)  Standard of care. Except as otherwise provided in the
articles, an officer shall perform his or her duties as an officer in good
faith, in a manner he or she reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar

                                     - 15 -



circumstances. A person who so performs his or her duties shall not be liable by
reason of having been an officer of the corporation.

     Section 5.02.  Election and term of office. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03, shall be elected annually by the board of directors, and each such officer
shall hold office for a term of one year and until a successor has been selected
and qualified or until his or her earlier death, resignation or removal.

     Section 5.03.  Subordinate officers, committees and agents. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof and to
prescribe the authority and duties of such subordinate officers, committees,
employees or other agents.

     Section 5.04.  Removal of officers and agents. Any officer or agent of the
corporation may be removed by the board of directors with or without cause. The
removal shall be without prejudice to the contract rights, if any, of any person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

     Section 5.05.  Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these bylaws prescribe a term, shall be filled
for the unexpired portion of the term.

     Section 5.06.  Authority. All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolutions or orders of the board of directors or in the absence of controlling
provisions in the resolutions or orders of the board of directors, as may be
determined by or pursuant to these bylaws.

     Section 5.07.  The chairman and vice chairman of the board. The chairman of
the board or in the absence of the chairman, the vice chairman of the board,
shall preside at all meetings of the shareholders and of the board of directors
and shall perform such other duties as may from time to time be requested by the
board of directors.

     Section 5.08.  The president. The president shall be the chief executive
officer of the corporation and shall have general supervision over the business
and operations of the corporation, subject however, to the control of the board
of directors. The president shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the board of directors, except in cases where the signing and

                                     - 16 -



execution thereof shall be expressly delegated by the board of directors, or by
these bylaws, to some other officer or agent of the corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the board of directors.

     Section 5.09.  The secretary. The secretary or an assistant secretary shall
attend all meetings of the shareholders and of the board of directors and shall
record all the votes of the shareholders and of the directors and the minutes of
the meetings of the shareholders and of the board of directors and of committees
of the board in a book or books to be kept for that purpose; shall see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.

     Section 5.10.  The treasurer. The treasurer or an assistant treasurer shall
have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from time
to time be assigned by the board of directors or the president.

     Section 5.11.  Salaries. The salaries of the officers elected by the board
of directors shall be fixed from time to time by the board of directors or by
such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.

                                   ARTICLE VI
                                   ----------

                      Certificates of Stock, Transfer, Etc.

     Section 6.01.  Share certificates. Certificates for shares of the
corporation shall be in such form as approved by the board of directors, and
shall state that the corporation is incorporated under the laws of Pennsylvania,
the name of the person to whom issued, and the number and class of shares and
the designation of the series (if any) that the certificate represents. The
share register or transfer books and blank share certificates shall be kept by
the secretary or by any transfer agent or registrar designated by the board of
directors for that purpose.

                                     - 17 -



     Section 6.02.  Issuance. The share certificates of the corporation shall be
numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be signed by the president or a vice
president and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall bear the corporate seal, which may be a
facsimile, engraved or printed; but where such certificate is signed by a
transfer agent or a registrar the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer because of death, resignation or otherwise,
before the certificate is issued, it may be issued with the same effect as if
the officer had not ceased to be such at the date of its issue. The provisions
of this Section 6.02 shall be subject to any inconsistent or contrary agreement
at the time between the corporation and any transfer agent or registrar.

     Section 6.03.  Transfer. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. Sections 8101 et seq., and
its amendments and supplements.

     Section 6.04.  Record holder of shares. The corporation shall be entitled
to treat the person in whose name any share or shares of the corporation stand
on the books of the corporation as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim to, or interest in, such share
or shares on the part of any other person.

     Section 6.05.  Lost, destroyed or mutilated certificates. The holder of any
shares of the corporation shall immediately notify the corporation of any loss,
destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate or, in the case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction and, if the
board of directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.

                                   ARTICLE VII
                                   -----------

   Indemnification of Directors, Officers and Other Authorized Representatives

     Section 7.01.  Scope of indemnification.

                    (a)  General rule. The corporation shall indemnify an
indemnified representative against any liability incurred in connection with any
proceeding which the indemnified representative may be involved as a party or
otherwise by reason of the fact that such person is or was serving in an
indemnified capacity, including, without limitation, liabilities resulting from
any actual or alleged breach or neglect of duty, error, misstatement or
misleading statement, negligence, gross negligence or act giving rise to strict
or products liability, except:

                                     - 18 -



                         (1)  where such indemnification is expressly prohibited
          by applicable law;

                         (2)  where the conduct of the indemnified
          representative has been finally determined pursuant to Section 7.06 or
          otherwise:

                              (i)   to constitute willful misconduct or
          recklessness within the meaning of 15 Pa.C.S. Sections 513(b) and
          1746(b) and 42 Pa.C.S. Section 8365(b) or any superseding provision of
          law sufficient in the circumstances to bar indemnification against
          liabilities arising from the conduct; or

                              (ii)  to be based upon or attributable to the
          receipt by the indemnified representative from the corporation of a
          personal benefit to which the indemnified representative is not
          legally entitled; or

                         (3)  to the extent such indemnification has been
          finally determined in a final adjudication pursuant to Section 7.06 to
          be otherwise unlawful.

                    (b)  Partial payment. If an indemnified representative is
entitled to indemnification in respect of a portion, but not all, of any
liabilities to which such person may be subject, the corporation shall indemnify
such indemnified representative to the maximum extent for such portion of the
liabilities.

                    (c)  Presumption. The termination of a proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the indemnified
representative is not entitled to indemnification.

                    (d)  Definitions. For purposes of this Article:

                         (1)  "indemnified capacity" means any and all past,
          present and future service by an indemnified representative in one or
          more capacities as a director, officer, employee or agent of the
          corporation, or, at the request of the corporation, as a director,
          officer, employee, agent, fiduciary or trustee or another corporation,
          partnership, joint venture, trust, employee benefit plan or other
          entity or enterprise;

                         (2)  "indemnified representative" means any and all
          directors and officers of the corporation and any other person
          designated as an indemnified representative by the board of directors
          of the corporation (which may, but need not, include any person
          serving at the request of the corporation, as a director, officer,
          employee, agent, fiduciary or trustee or another corporation,
          partnership, joint venture, trust, employee benefit plan or other
          entity or enterprise);

                                     - 19 -



                         (3)  "liability" means any damage, judgment, amount
          paid in settlement, fine, penalty, punitive damages, excise tax
          assessed with respect to an employee benefit plan, or cost or expense,
          of any nature (including, without limitation, attorneys' fees and
          disbursements); and

                         (4)  "proceeding" means any threatened, pending or
          completed action, suit, appeal or other proceeding of any nature,
          whether civil, criminal, administrative or investigative, whether
          formal or informal, and whether brought by or in the right of the
          corporation, a class of its security holders or otherwise.

     Section 7.02.  Proceedings initiated by indemnified representatives.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

     Section 7.03.  Advancing expenses. The corporation shall pay the expenses
(including attorneys' fees and disbursements) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
described in Section 7.01 or the initiation of or participation in which is
authorized pursuant to Section 7.02 upon receipt of an undertaking by or on
behalf of the indemnified representative to repay the amount if it is ultimately
determined pursuant to Section 7.06 that such person is not entitled to be
indemnified by the corporation pursuant to this Article. The financial ability
of an indemnified representative to repay an advance shall not be a prerequisite
to the making of such advance.

     Section 7.04.  Securing of indemnification obligations. To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the corporation may maintain insurance, obtain a letter of credit, act as
self-insurer, create a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the corporation, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

     Section 7.05.  Payment of indemnification. An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.

                                     - 20 -



     Section 7.06.  Arbitration.

                    (a)  General rule. Any dispute related to the right to
indemnification, contribution or advancement of expenses as provided under this
Article, except with respect to indemnification for liabilities arising under
the Securities Act of 1933 that the corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the metropolitan
area in which the principal executive offices of the corporation are located at
the time, in accordance with the commercial arbitration rules then in effect of
the American Arbitration Association, before a panel of three arbitrators, one
of whom shall be selected by the other two arbitrators. In the absence of the
American Arbitration Association, of if for any reason arbitration under the
arbitration rules of the American Arbitration Association cannot be initiated,
or if one of the parties fails or refuses to select an arbitrator of if the
arbitrators selected by the corporation and the indemnified representative
cannot agree on the selection of the third arbitrator within 30 days after such
time as the corporation and the indemnified representative have each been
notified of the selection of the other's arbitrator, the necessary arbitrator or
arbitrators shall be selected by the presiding judge of the court of general
jurisdiction in such metropolitan area.

                    (b)  Burden of proof. The party or parties challenging the
right of an indemnified representative to the benefits of this Article shall
have the burden of proof.

                    (c)  Expenses. The corporation shall reimburse an
indemnified representative for the expenses (including attorneys' fees and
disbursements) incurred in successfully prosecuting or defending such
arbitration.

                    (d)  Effect. Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered thereon by any
party in accordance with applicable law in any court of competent jurisdiction,
except that the corporation shall be entitled to interpose as a defense in any
such judicial enforcement proceeding any prior final judicial determination
adverse to the indemnified representative under Section 7.01(a)(2) in a
proceeding not directly involving indemnification under this Article. This
arbitration provision shall be specifically enforceable.

     Section 7.07.  Contribution. If the indemnification provided for in this
Article or otherwise is unavailable for any reason in respect of any liability
or portion thereof, the corporation shall contribute to the liabilities to which
the indemnified representative may be subject in such proportion as is
appropriate to reflect the intent of this Article or otherwise.

     Section 7.08.  Mandatory indemnification of directors, officers, etc. To
the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in 15 Pa.C.S. Sections 1741 and 1742 or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees and disbursements) actually and reasonably incurred
by such person in connection therewith.

                                     - 21 -



     Section 7.09.  Contract rights; amendment or repeal. All rights under this
Article shall be deemed a contract between the corporation and the indemnified
representative pursuant to which the corporation and each indemnified
representative intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not affect any rights or obligations
then existing.

     Section 7.10.  Scope of Article. The rights granted by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise both as to action in an indemnified capacity and as to action in any
other capacity. The indemnification, contribution and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person
who has ceased to be an indemnified representative in respect of matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person.

     Section 7.11.  Reliance on provisions. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights provided by this Article.

     Section 7.12.  Interpretation. The provisions of this Article are intended
to constitute bylaws authorized by 15 Pa.C.S. Sections 513 and 1746 and 42
Pa.C.S. Section 8365.

                                  ARTICLE VIII
                                  ------------

                                  Miscellaneous

     Section 8.01.  Corporate seal. The corporation shall have a corporate seal
in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.

     Section 8.02.  Checks. All checks, notes, bills of exchange and other
orders in writing shall be signed by such person or persons as the board of
directors or any person authorized by resolution of the board of directors may
from time to time designate.

     Section 8.03.  Contracts.

                    (a)  General rule. Except as otherwise provided in the
Business Corporation Law in the case of transactions that require action by the
shareholders, the board of directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.

                    (b)  Statutory form of execution of instruments. Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof,

                                     - 22 -



executed or entered into between the corporation and any other person, when
signed by one or more officers or agents having actual or apparent authority to
sign it, or by the president or vice president and secretary or assistant
secretary or treasurer or assistant treasurer of the corporation, shall be held
to have been properly executed for and in behalf of the corporation, without
prejudice to the rights of the corporation against any person who shall have
executed the instrument in excess of his or her actual authority.

     Section 8.04.  Interested directors or officers; quorum.

                    (a)  General rule. A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or other
enterprise in which one or more of its directors or officers are directors or
officers or have a financial or other interest, shall not be void or voidable
solely for that reason, or solely because the director or officer is present at
or participates in the meeting of the board of directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:

                         (1)  the material facts as to the relationship or
          interest and as to the contract or transaction are disclosed or are
          known to the board of directors and the board authorizes the contract
          or transaction by the affirmative votes of a majority of the
          disinterested directors even though the disinterested directors are
          less than a quorum;

                         (2)  the material facts as to his or her relationship
          or interest and as to the contract or transaction are disclosed or are
          known to the shareholders entitled to vote thereon and the contract or
          transaction is specifically approved in good faith by vote of those
          shareholders; or

                         (3)  the contract or transaction is fair as to the
          corporation as of the time it is authorized, approved or ratified by
          the board of directors or the shareholders.

                    (b)  Quorum. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board which
authorizes a contract or transaction specified in subsection (a).

     Section 8.05.  Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

                                     - 23 -



     Section 8.06.  Corporate records.

                    (a)  Required records. The corporation shall keep complete
and accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered office of the
corporation in Pennsylvania or at its principal place of business wherever
situated or at the office of its registrar or transfer agent. Any books, minutes
or other records may be in written form or any other form capable of being
converted into written form within a reasonable time.

                    (b)  Right of inspection. Every shareholder shall, upon
written verified demand stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business for any
proper purpose, the share register, books and records of account, and records of
the proceedings of the incorporators, shareholders and directors and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to the interest of the person as a shareholder. In every instance where
an attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand shall be directed to the corporation at its registered
office in Pennsylvania or at its principal place of business wherever situated.

     Section 8.07.  Financial reports. Unless otherwise agreed between the
corporation and a shareholder, the corporation shall furnish to its shareholders
annual financial statements, including at least a balance sheet as of the end of
each fiscal year. The financial statements shall be prepared on the basis of
generally accepted accounting principles, if the corporation prepares financial
statements for the fiscal year on that basis for any purpose, and may be
consolidated statements of the corporation and one or more of its subsidiaries.
The financial statements shall be mailed by the corporation to each of its
shareholders entitled thereto within 120 days after the close of each fiscal
year and, after the mailing and upon written request, shall be mailed by the
corporation to any shareholder or beneficial owner entitled thereto to whom a
copy of the most recent annual financial statements has not previously been
mailed. Statements that are audited or reviewed by a public accountant shall be
accompanied by the report of the accountant; in other cases, each copy shall be
accompanied by a statement of the person in charge of the financial records of
the corporation;

                         (1)  Stating his reasonable belief as to whether or not
          the financial statements were prepared in accordance with generally
          accepted accounting principles and, if not, describing the basis of
          presentation.

                         (2)  Describing any material respects in which the
          financial statements were not prepared on a basis consistent with
          those prepared for the previous year.

                                     - 24 -



     Section 8.08.  Amendment of bylaws. These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters that are not by statute committed expressly to those
matters that are not by statute committed expressly to the shareholders and
regardless of whether the shareholders have previously adopted or approved the
bylaw being amended or repealed, by vote of a majority of the board of directors
of the corporation in office at any regular or special meeting of directors. Any
change in these bylaws shall take effect when adopted unless otherwise provided
in the resolution effecting the change. See Section 2.03(b) (relating to notice
of action by shareholders on bylaws).

                                     - 25 -

EX-3.17

                                                                    EXHIBIT 3.17

                       CERTIFICATE OF AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                        THE FERRY CAP & SET SCREW COMPANY

                                                               Charter No. 22380

          Jack A. Rollin, President of the Ferry Cap & Set Screw Company (the
"Corporation"), does hereby certify that, in a writing approved and signed by
all the Shareholders of the Corporation as permitted by Section 1701.54 of the
Ohio Revised Code, the following resolutions to adopt Amended and Restated
Articles of Incorporation of the Corporation were adopted effective June 11/th/,
1998:

          RESOLVED, that the Amended and Restated Articles of Incorporation of
          the Company be amended and restated in the form attached hereto as
          Exhibit B.

          RESOLVED FURTHER, that any officer of the Company be and they are
          hereby authorized and directed to execute and file in the office of
          the Secretary of State of Ohio an appropriate Certificate of Amended
          and Restated Articles of Incorporation in order to carry out the
          intent and purpose of the preceding resolution and render effective
          said Amended and Restated Articles of Incorporation.

          IN WITNESS WHEREOF, said Jack A. Rollin, President of The Ferry Cap &
Sect Screw Company, acting for and on behalf of said Corporation has hereunto
subscribed his name this 11/th/ day of June, 1998.


                                        ----------------------------------------
                                        Jack A. Rollin, President



                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                        THE FERRY CAP & SET SCREW COMPANY

          The undersigned, desiring to form a corporation for profit under the
General Corporation Law of Ohio, does hereby certify as follows:

          ARTICLE I.    Name. The name of the Corporation is The Ferry Cap & Set
Screw Company.

          ARTICLE II.   Principal Office. The address of the Corporation's
principal office in the State of Ohio is 2151 Scranton Road, City of Cleveland,
County of Cuyahoga, State of Ohio.

          ARTICLE III.  Purpose. The purposes for which the Corporation is
formed are to engage in any lawful act or activity within the purposes for which
corporation may be formed under Ohio General Corporation Law (the "General
Corporation Law") and to possess and exercise all of the powers and privileges
granted by such law and any other law of Ohio.

          ARTICLE IV.   Authorized Capital. The aggregate number of shares of
stock which the Corporation shall have authority to issue is 1,250,000 shares,
divided into two (2) classes consisting of 250,000 preferred shares, par value
$.01 per share ("Preferred Shares") and 1,000,000 common shares, par value $.01
per share ("Common Shares"). Each common share, without par value, of the
Corporation outstanding immediately prior to the date hereof (collectively, the
"Current Shares") is hereby automatically reclassified and converted into
19.00331532 Common Shares and 1.321108864 Preferred Shares. Upon receipt of a
share certificate representing any Current Shares, the Secretary of the
Corporation shall cancel such certificate and issue to the shareholder in whose
name such certificate appears a certificate representing Common Shares and
Preferred Shares calculated in accordance with the foregoing conversion ratios.

          The following is a statement of the designations, preferences,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the shares of each such class.

     A.   PREFERRED CLASSES.

          1.   Issue in Series. Preferred Shares may be issued from time to time
in one or more series, each such series to have the terms stated herein or in
the resolution of the Board of Directors of the Corporation providing for its
issuance. All shares of any one series of



Preferred Shares will be identical, but shares of different series of Preferred
Shares need not be identical or rank equally except insofar as provided by law
or herein.

          2.   Creation of Series. In addition to the Junior Preferred Shares
provided for herein, the Board of Directors will have authority to adopt
amendments to these Articles to cause to be created one or more series of
Preferred Shares, and, subject to any limitations under the General Corporation
Law, to determine and fix with respect to each series prior to the issuance of
any shares of the series to which such resolution relates:

               a. The distinctive designation of the series and the number of
shares which will constitute the series, which number may be increased or
decreased (but not below the number of shares then outstanding) from time to
time by action of the Board of Directors;

               b. The dividend or distribution rate and the times of payment of
dividends or distributions on the shares of the series, whether dividends or
distributions will be cumulative, and if so, from what date or dates;

               c. The price or prices at which, and the terms and conditions on
which, the shares of the series may be redeemed at the option of the
Corporation;

               d. Whether or not the shares of the series will be entitled to
the benefit of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if so entitled, the amount of such fund and the
terms and provisions relative to the operation thereof;

               e. Whether or not the shares o the series will be convertible
into, or exchangeable for, any other shares of stock of the Corporation or other
securities, and if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and any adjustments thereof, at which such
conversion or exchange may be made, and any other terms and conditions of such
conversion or exchange;

               f. The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

               g. Whether or not the shares of the series will be entitled to
the benefit of limitations restricting the issuance of shares of any other
series or class; and

               h. Any other preferences, qualifications, privileges, options and
other relative or special rights and limitations of that series.

          3.   Dividends. Holders of Preferred Shares shall be entitled to
receive, when and as declared by the Board of Directors, out of funds legally
available for the payment thereof, dividends at the rates fixed herein for the
Junior Preferred Shares and at the rates fixed by the Board of Directors for any
other series, and no more, before any dividends shall be declared and paid, or
set apart for payment, on Common Shares with respect to the same dividend
period.



          4.   Preference on Liquidation. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, holders
of each series of Preferred Shares will be entitled to receive the amount fixed
for such series plus, in the case of Junior Preferred Shares or any other series
on which dividends will have been determined by the Board of Directors to be
cumulative, an amount equal to all dividends accumulated and unpaid thereon to
the date of final distribution, whether or not earned or declared, before any
distribution shall be paid, or set aside for payment, to holders of Common
Shares. If the assets of the Corporation are not sufficient to pay such amounts
in full, holders of all Preferred Shares will participate in the distribution of
asset ratably in proportion to the full amounts to which they are entitled or in
such order or priority, if any as will have been fixed in the resolution or
resolutions providing for the issuance of the series of Preferred Shares.
Neither the merger nor consolidation of the Corporation into or with any other
corporation or entity, nor a sale, transfer or lease of all or part of its
assets, will be deemed a liquidation, dissolution or winding up of the
Corporation within the meaning of this paragraph except to the extent
specifically provided for herein.

          5.   Redemption. The Corporation, at the option of the Board of
Directors, may redeem all or part of the shares of any series of Preferred
Shares on the terms and conditions fixed in these Articles for the Junior
Preferred Shares and by the Board of Directors through and amendment to these
Articles for any other series.

          6.   Voting Rights. Except as otherwise required by law or as
otherwise provided herein, the holders of Preferred Shares shall have no voting
rights and shall not be entitled to any notice of meeting of shareholders.

     B.   JUNIOR PREFERRED SHARES

          1.   Designation: Number of Shares. The first series of Preferred
Shares shall be designates as the 12% Series A Junior Preferred Shares ("Junior
Preferred Shares"), and the number of shares which shall constitute such series
shall be 250,000. The par value of the Junior Preferred Shares shall be $.01 per
share.

          2.   Accrual and Payment of Dividends.

               a. The holders of Junior Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds of the
Corporation legally available therefor, cumulative cash dividends at the rate of
$12 per share per annum.

                  Dividends on the Junior Preferred Shares shall be payable in
annual installments in arrears commencing June 1, 1999 and thereafter on the
first day of June (unless such day is not a business day in which event on the
last preceding business day) in each such year (hereinafter referred to as a
"Dividend Accrual Date"), except that the dividend payment payable on June 1,
1999 shall be calculated from the date of original issuance through June 1,
1999. Each such dividend on Junior Preferred Shares when paid shall be payable
to holders of record as they appear on the stock books of the Corporation on the
date established by the Board of Directors of the Corporation as the record date
for the payment of such dividend



(which record date shall not precede the date upon which the resolution fixing
such record date is adopted and which record date shall be not more than sixty
days prior to such action.) If no record date is fixed, the record ate for
determining holders for such purpose shall be at the close of business on the
date on which the Board of Directors adopts the resolution relating to such
dividend payment. Dividends with respect to any shares of Junior Preferred
Shares shall accrue (whether or not earned or declared) form the date of
issuance of such shares.

               b. Dividends on the Junior Preferred Shares shall be cumulative,
whether or not earned or declared, so that if at any time full cumulative
dividends at the rate aforesaid on all Junior Preferred Shares then outstanding
to the end of the annual dividend period next preceding such time shall not have
been paid, the amount of the deficiency shall be paid before any sum shall be
set aside for or applied by the Corporation to the purchase, redemption or other
acquisition for value of any Junior Shares (as such term is defined in Article
IV.B(9)) (either pursuant to any applicable sinking fund requirement or
otherwise) or any dividend or other distribution shall be paid or declared and
set apart for payment on any Junior Shares (other than a dividend payable in
Junior Shares); provided, however, that the foregoing shall not prohibit the
Corporation from repurchasing Junior Shares from a former employee of the
Corporation (or a subsidiary of the Corporation) where such repurchase arises
from the Corporation's option to repurchase such shares upon the termination of
such employee's employment with the Corporation (or a subsidiary) pursuant to a
written agreement between the Corporation and such employee. Accrued dividends
on the Junior Preferred Shares if not paid on the first or any subsequent
Dividend Accrual Date following accrual shall thereafter accrue additional
dividends in respect thereof (the "Additional Dividends"), compounded annually,
at the rate of 12% per annum.

               c. When dividends are not paid in full upon the Junior Preferred
Shares and any other stock ranking on a parity as to dividends with the Junior
Preferred Shares, all dividends paid upon Junior Preferred Shares and any other
shares ranking on a parity as to dividends with the Junior Preferred Shares
shall be paid pro rata so that in all cases the amount of dividends paid per
Junior Preferred Share and such other shares shall bear the same ratio that
accrued dividends per share on the Junior Preferred Shares and such other shares
bear to each other. Except as provided in the preceding sentence, unless full
cumulative dividends on the Junior Preferred Shares have been paid, no dividends
shall be declared or paid or set aside for payment upon any other shares of the
Corporation ranking on a parity with the Junior Preferred Shares as to
dividends.

               d. An annual dividend period shall commence on the day following
a Dividend Accrual Date and shall end o the next succeeding Dividend Accrual
Date.

          3.   Preference on Liquidation.

               a. In the event that the Corporation shall be liquidated,
dissolved or wound up, whether voluntarily or involuntarily, after all creditors
of the Corporation shall have been paid in full, the holders of the Junior
Preferred Shares shall be entitled to receive, out of the assets of the
Corporation legally available for distribution to its shareholders, whether from



capital, surplus or earnings, before any amount shall be paid to the holders of
any Junior Shares, an amount equal to $100 in cash per share plus an amount
equal to full cumulative dividends (whether or not earned or declared) accrued
and unpaid thereon (including Additional Dividends) to the date of final
distribution, and no more. If upon any liquidation, dissolution or winding up of
the Corporation, the net assets of the Corporation shall be insufficient to pay
the holders of all outstanding Junior Preferred Shares and of any shares ranking
on a parity with the Junior Preferred Shares the full amounts to which they
respectively shall be entitled, such assets, or the proceeds thereof, shall be
distributed ratably among the holders of the Junior Preferred Shares and of any
shares of stock ranking on a parity with the Junior Preferred Shares. Holders of
Junior Preferred Shares shall not be entitled, upon the liquidation, dissolution
or winding up of the Corporation, to receive any amounts with respect to such
shares other than the amounts referred to in this Article IV.B(3)(a).

               b. Neither the purchase nor redemption by the Corporation of any
shares of any class in any manner permitted by these Articles or any amendment
hereof, nor the merger or consolidation of the Corporation with or into any
other corporation or corporations, nor a sale, transfer or lease of all or
substantially all of the Corporation's assets shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purposes of
this Article IV.B.(3); provided, however, that any consolidation or merger of
the Corporation in which the Corporation is not the surviving entity shall be
deemed to be a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Article IV.B.(3) if, (A) in connection
therewith, the holders of Common Shares of the Corporation receive as
consideration, whether in whole or in part, for such Common Shares (1) cash, (2)
notes, debentures or other evidences or indebtedness or obligations to pay cash
or (3) preferred stock of the surviving entity (whether or not the surviving
entity is the Corporation) which ranks on a parity with or senior to the
preferred shares received by holders of the Junior Preferred Shares with respect
to liquidation or dividends or (B) the holders of the Junior Preferred Shares do
not receive preferred shares of the surviving entity with rights, powers and
preferences equal to (or more favorable to the holders than) the rights, powers
and preferences of the Junior Preferred Shares.

          4.   Redemption.

               a. All outstanding Junior Preferred Shares shall be redeemed from
funds legally available therefor on June 1, 2018 (the "Mandatory Redemption
Date"), at a price per share equal to $100 plus an amount per share equal to
full cumulative dividends (whether or not earned or declared) accrued and unpaid
thereon (including Additional Dividends) to the Mandatory Redemption Date.

               b. The Junior Preferred Shares may be redeemed from funds legally
available therefor, in whole or in part, at the election of the Corporation,
expressed by resolution of the Board of Directors, at any time and from time to
time at a price per share equal to $100 plus an amount per share equal to full
cumulative dividends (whether or not earned or declared) accrued and unpaid
thereon (including Additional Dividends) to the date of redemption.



               c. The aggregate amount of the redemption price pursuant to
Article IV.B(4)(a) or (b) is hereinafter referred to as the "Junior Redemption
Price" with respect to such redemption. The Mandatory Redemption Date and the
date of any redemption pursuant to Article IV.B.(4)(b) are each hereinafter
referred to individually as a "Redemption Date."

          5.   Redemption Procedure

               a. A redemption pursuant to Article IV.B(4) shall be accomplished
in the manner and with the effect as set forth in this Article IV.B.(5).

               b. Notice of the redemption of Junior Preferred Shares pursuant
to Article IV.B(4) shall be given by mail not less than ten (10) days prior to
the Redemption Date. If less than all the outstanding Junior Preferred Shares is
to be redeemed, the selection of shares for redemption shall be made pro rata
and the notice of redemption to a holder shall state the number of Junior
Preferred Shares of such holder to be redeemed. The amount of the Junior
Redemption Price shall be deposited on or before the Redemption Date in trust
for the account of the holders of Junior Preferred Shares entitled thereto with
a bank or trust company in good standing doing business in the State of New York
and having capital and surplus of at least $100,000,000 (the date of such
deposit hereinafter in this Article IV.B(5) referred to as the "date of
deposit").

               c. Notice of the date on which, and the name and address of the
bank or trust company with which, the deposit has been or will be made shall be
included in the notice of redemption. On and after the Redemption Date (unless
default shall be made by the Corporation in providing money for the payment of
the Junior Redemption Price pursuant to the notice of redemption), or if the
Corporation shall make such deposit on or before the date specified therefor in
the notice of redemption, then on and after the date of deposit (provided notice
of redemption has been duly given), all dividends on the Junior Preferred Shares
so called for redemption shall cease to accrue and, notwithstanding that any
certificate for Junior Preferred Shares is not surrendered for cancellation, the
shares represented thereby shall no longer be deemed outstanding and all rights
of the holders thereof as shareholders of the Corporation with respect to such
shares shall cease and terminate, except the right to receive the Junior
Redemption Price as hereinafter provided.

               d. At any time on or after the Redemption Date, or if the
Corporation shall deposit the money for such redemption prior to the Redemption
Date, then at any time on or after the date of deposit, which time shall be
specified by the Corporation in the notice of redemption and which shall not be
later than the Redemption Date, the holders of record of the Junior Preferred
Shares to be redeemed shall be entitled to receive the Junior Redemption Price
upon actual delivery to the bank or trust company with which such deposit shall
be made of certificates for the shares to be redeemed, such certificates, if
required, to be duly endorsed in blank or accompanied by proper instruments of
assignment and transfer duly endorsed in blank. The making of such deposit with
any such bank or trust company shall not relieve the Corporation of liability
for payment of the Junior Redemption Price.



               e. Any money so deposited which shall remain unclaimed by the
holders of such Junior Preferred Shares at end of two (2) years after the
Redemption Date shall be paid by such bank or trust company to the Corporation,
which shall thereafter, to the extent of the money so repaid, be liable for the
payment of the Junior Redemption Price. Any interest accrued on money so
deposited shall be paid to the Corporation from time to time.

          6.   Voting. Except as required by law and except for any voting by
the holders of the Junior Preferred Shares as part of a separate class or series
pursuant to Article IV.B(7) hereunder or any other provisions of these Articles,
no holder of Junior Preferred Shares, as such holders, shall be entitled to vote
on any matter submitted to a vote of shareholders. On any matters on which the
holders of the Junior Preferred Shares shall be entitled to vote, they shall be
entitled to one vote for each share held. Except as otherwise required by law or
as otherwise provided herein, the holders of Junior Preferred Shares shall not
be entitled to notice of any meeting of shareholders.

          7.   Other Rights. Without the written consent of the holders of all
of the outstanding Junior Preferred Shares or the vote of the holders of all of
the outstanding Junior Preferred Shares at a meeting of the holders of Junior
Preferred Shares called for such purpose, the Corporation shall not amend, alter
or repeal any provision of these Articles so as to adversely affect the rights
and preferences of the Junior Preferred Shares including any change to the
dividend payable on the Junior Preferred Shares; provided, further, that in no
event will the issuance of any series of Preferred Shares that is senior to, on
a parity with or junior to the Junior Preferred Shares or has a redemption date
earlier than the Junior Preferred Shares be deemed to adversely affect the
rights and preferences of the Junior Preferred Shares.

          8.   Acknowledgement. Each holder of Junior Preferred Shares, by
acceptance hereof, acknowledges and agrees that payments of dividends, interest,
premium and principal on, and redemption and repurchase of, such securities by
the Corporation are subject to restrictions contained in certain credit and
financing agreements of the Corporation.

          9.   Definitions.

               The following terms, when used in this Article IV.B, shall have
the meanings set forth below:

               a. As used herein, the amount of dividends "accrued" on any share
of Junior Preferred Shares as at any date shall be calculated as the amount of
any unpaid dividends accumulated thereon to and including the last preceding
Dividend Accrual Date with respect to which dividends have not been paid,
whether or not earned or declared.

               b. "corporation" shall mean a corporation, partnership, business
trust, unincorporated organization, association, limited liability company or
joint stock company.

               c. "Junior Shares" shall mean any series or class of the capital
stock of the Corporation now or hereafter authorized or issued by the
Corporation, including any series



or class of preferred shares, ranking junior to the Junior Preferred Shares with
respect to dividends or distributions or upon the liquidation, distribution of
assets, dissolution or winding-up of the Corporation, including without
limitation the Common Shares.

               d. "person" shall mean an individual, a corporation, partnership,
trust, organization, association, government or any department or agency
thereof, or any other individual or entity.

     C.   COMMON SHARES

          1.   Dividends. Holders of Common Shares shall be entitled to receive
ratably such dividend as may be declared by the Board of Directors.

          2.   Transfers. The Corporation shall not close its books against the
transfer of any Common Shares in any manner that would interfere with the timely
transfer of such Common Shares.

          3.   Distribution of Assets. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, holders
of Common Shares shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its shareholders after all amounts to
which the holders of Preferred Shares are entitled have been paid or set aside
in cash for payment.

          4.   Voting Rights. The holders of Common Shares shall have the
general right to vote for all purposes, including the election of directors, as
provided by law. Each holder of Common Shares shall be entitled to one vote for
each Common Share held.



          ARTICLE V.    Fractional Shares; Adjustments. No fractional shares of
the Corporation's Common Shares or Preferred Shares shall be issued. In lieu of
any such fractional shares, the shareholders, upon presentation of such
fractional interest represented by an appropriate certificate to the Secretary
of the Corporation pursuant to Article IV, shall be entitled receive a cash
payment based upon a per share price of $1 per Common Share and $100 per
Preferred Share. Such payment with respect to fractional shares is merely
intended to provide a mechanical rounding off of, and is not a separately
bargained for, consideration. Any payment owed with respect to fractional shares
shall be rounded upward to the nearest cent.

          ARTICLE VI.   Elections of Directors. Elections of directors need not
be by written ballot unless the Code of Regulations of the Corporation shall so
provide.

          ARTICLE VII.  Right to Amend. The Directors of the Corporation may
amend these Articles for any purpose and in any manner now or hereafter
permitted under the General Corporation Law.

          ARTICLE VIII. Preemptive Rights. No holder of any shares of any class
or series of capital stock of the Corporation shall have statutory preemptive
rights.

          ARTICLE IX.   Control Share Acquisition. Section 1701.831 of the
General Corporation Law shall not apply to any control share acquisition (as
defined in Section 1701.01(Z)(1) of the General Corporation Law, as the same may
be amended from time to time, or in any successor thereto, however denominated)
of shares of any class of capital stock of the Corporation.

          ARTICLE X.    Transfers Involving Interested Shareholders. Chapter
1704 of the General Corporation Law shall not apply to the Corporation or to any
transaction between the Corporation and any holder of shares of any class of
capital stock of the Corporation.

          ARTICLE XI.   Majority Voting. Notwithstanding any provision of the
laws of the State of Ohio now or hereafter in force requiring, for any purpose,
the vote of the holders of greater than a majority but less than all of the
voting power of the Corporation or of any class or classes of shares thereof,
such action (unless otherwise expressly prohibited by statute) may be taken by
vote of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

          ARTICLE XII.  Share Repurchase by the Company. The Corporation may
purchase, from time to time, and to the extent permitted by the laws of the
State of Ohio, shares of any class of stock issued by it. Such purchases may be
made either in the open market or at private or public sale, and in such manner
and amounts, from such holder or holders of outstanding shares of the
Corporation and at such prices as the Board of Directors of the Corporation
shall from time to time determine, and the Board of Directors is hereby
empowered to authorize such purchases from time to time without any vote of the
holders of any class of shares now or hereafter authorized and outstanding at
the time of any such purchase.



          ARTICLE XIII. Supersession of Prior Articles. These Amended and
Restated Articles of Incorporation shall supersede the existing Amended and
Restated Articles of Incorporation of the Corporation.



          These Amended and Restated Articles of Incorporation were duly adopted
by the shareholders of the Corporation on the ____ day of June, 1998, in
accordance with the general corporation law of Ohio.


                                        ----------------------------------------
                                        Jack A. Rollin, President

EX-3.18

                                                                    EXHIBIT 3.18
                             CODE OF REGULATIONS OF
                        THE FERRY CAP & SET SCREW COMPANY

                                   ARTICLE I
                                   ---------

                                     Shares
                                     ------

     SECTION 1.1. - CERTIFICATES. The interest of each shareholder of the
corporation shall be evidenced by a certificate or certificates , each of which
shall bear a distinguishing number, the signature of the Chairman of the Board,
President or Vice President and of the Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer, and such recitals as may be required by law.
A full record of each certificate so issued shall be maintained. No certificate
shall be issued for shares being sold by the corporation until such shares have
been paid for in full.

     SECTION 1.2. - TRANSFER. Certificate shall be transferable in person or by
written power of attorney, but no transfer shall be entered upon the record
until the previous certificate for such shares has been surrendered to the
corporation; provided, however, that the directors shall have authority to enact
such rules as they shall deem expedient from time to time concerning the
issuance or transfer of certificates and to take such actions in specific cases
as they deem proper concerning lost, destroyed, or mutilated certificates.

                                   ARTICLE II
                                   ----------

                                  Shareholders
                                  ------------

     SECTION 2.1. - ANNUAL MEETING. The annual meeting of the shareholders of
the corporation shall be held at such time within two (2) months before or two
(2) months after the close of the business year of the corporation, as the
directors determine. The meeting shall beheld at the office of the corporation
or at such other location as the directors determine.

     SECTION 2.2. - SPECIAL MEETINGS. Special meetings of the shareholders of
the corporation shall be held at such time and location as are designated in the
call therefor and may be called by: (a) the Chairman of the Board; (b) the
President; (c) the Vice President, in the event of absence, disability or death
of the President; (d) the directors by action at a meeting; (e) a majority of
the directors acting without a meeting; or (f) person or persons who hold
twenty-five percent (25%) or more of the voting shares outstanding.

     SECTION 2.3. - NOTICE OF MEETINGS. Written notice of every annual or
special meeting of the shareholders stating the time, location, and purpose
thereof shall be given, as of a record date fixed by the directors, to each
shareholder entitled to vote thereat, or entitled to notice thereof as provided
by law, by mailing such notice to the last known address of each shareholder as
it appears on the records of the corporation, or by personal delivery, not less
than seven (7) nor more than sixty (60) days prior to such meeting. A
shareholder may waive in



                                                                       EXHIBIT C

writing such notice before or after the meeting, and notice shall be waived by
attendance at the meeting unless lack of proper notice is alleged prior to or at
the commencement of the meeting.

     SECTION 2.4.- QUORUM AND ADJOURNMENTS. The shareholders present in person
or by proxy representing a majority of the voting power of the corporation shall
constitute a quorum for a meeting of shareholders; however, that at any meeting,
regardless of whether a quorum is present, the holders of a majority of the
voting shares represented thereat may adjourn from time to time without notice
other than by announcement at such meeting.

     SECTION 2.5. - VOTING. Only persons who appear as holders of voting shares
on the records of the corporation as of the close of business on the record date
for such meeting or, if no such record date shall have been fixed, at the time
of the meeting shall be entitled to vote at meetings of shareholders.
Subscribers for voting shares shall have the right to vote such subscribed
shares while not in default of payment therefor.

     SECTION 2.6. - PROXIES. Any shareholder may be represented at a meeting of
shareholders for any purpose, including any vote to be taken threat, by proxy
appointed in writing, executed by such shareholder, and delivered to the
Secretary or presiding officer at or before such meeting.

     SECTION 2.7. - ORDER OF BUSINESS. The order of business at a meeting of
shareholders shall be as follows, to the extent that the same is consistent with
the purposes of such meeting:

          (a)  Designation of a secretary for the meeting in the event the
               Secretary is absent therefrom;

          (b)  Statement regarding giving of notice of meeting;

          (c)  Calling roll and filing of proxies with the Secretary;

          (d)  Reading and vote on approval of previously unapproved minutes;

          (e)  Report of Chairman of the Board and/or President and reports of
               other officers;

          (f)  Consideration and approval of actions of officers and directors;

          (g)  Unfinished business;

          (h)  New business;

          (i)  Election of directors; and

          (j)  Adjournment.

                                       2



                                                                       EXHIBIT C

     SECTION 2.8. - ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of shareholders may be taken without a meeting in a written document
signed by all the shareholders entitled to vote.

                                   ARTICLE III
                                   -----------

                                    Directors
                                    ---------

     SECTION 3.1. - NUMBER. The number of directors shall be at least equal to
the number of shareholders if there are three or less shareholders. If there are
three or more shareholders, there shall not be less than three directors elected
by the shareholders.

     SECTION 3.2. - ELECTION. At each meeting of the shareholders for the
election of directors, the nominees receiving the greatest number of votes shall
become the directors. Directors may be elected at any meeting of the
shareholders if the notice therefor states that one of the purposes of such
meeting is the election of directors.

     SECTION 3.3. - TENURE OF OFFICE. Each director shall hold office until the
annual meeting of the shareholders next following his or her election and until
his or her successor is elected and qualified, or until his or her earlier
resignation, removal from office, or death. A director not re-elected at a
special meeting of shareholders, one of the purposes of which is the election of
a director for such post, shall be deemed to have been removed from office.

     SECTION 3.4. - VACANCIES. Whenever any vacancy shall occur among the
directors, the remaining directors may, by a vote of a majority of their number,
fill such vacancy.

     SECTION 3.5. - MEETINGS. Meetings of the directors shall be held at such
time and location in Ohio as are designated in the call therefor and may be
called by: (a) the Chairman of the Board; (b) the President; (c) the Vice
President; or (d) any two directors. Meetings of the directors may also be held
at any time and location if all directors are present or file written consents
to such meeting. Meetings of the directors may be held through any
communications equipment if all persons participating can hear each other.

     SECTION 3.6. - NOTE OF MEETINGS. Written notice of all meetings of the
directors stating the time and location thereof shall be given by mail,
telegram, or cablegram to each director at his or her last known address, or by
personal delivery, not less than two (2) nor more than fourteen (14) days prior
to such meeting. A director may waive in writing such notice either before or
after the meeting, and notice shall be waived by attendance at the meeting
unless lack of proper notice is alleged prior to or at the commencement of the
meeting.

     SECTION 3.7. - QUORUM AND ADJOURNMENTS. At least eighty percent (80%) of
the directors shall constitute a quorum; provided, however, that at any meeting,
regardless of whether a quorum is present, a majority of the directors present
may adjourn from time to time without notice other than by announcement at such
meeting.

                                       3



                                                                       EXHIBIT C

     SECTION 3.8. - VOTING. At any meeting of the directors at which a quorum is
present, all matters before the meeting, except for filling a vacancy, shall be
decided by the affirmative vote of not less than sixty-five (65%) of the
directors present.

     SECTION 3.9. - ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of the directors may be taken without a meeting in a written document
signed by all the directors.

     SECTION 3.10. - POWER AND DUTIES. The directors shall:

          (a)  Exercise the powers of the corporation, conduct its business and
               affairs, and control its property;

          (b)  Elect and, in their discretion, remove or suspend officers;

          (c)  Fix and limit the powers and duties of all officers and fix the
               compensation of officers and directors;

          (d)  Designate a depository or depositories of funds of the
               corporation and the officers or other persons who shall be
               authorized to sign checks, notes, drafts, and other commercial
               paper on behalf of the corporation;

          (e)  Determine the business year upon which the corporation shall
               operate;

          (f)  In their discretion, adopt a seal for the corporation, which seal
               shall have inscribed thereon the name of the corporation and such
               other recitals as they deem appropriate; and

          (g)  In their discretion, enact, amend, or repeal such bylaws for
               their own government as may be consistent with the Articles of
               Incorporation and the Regulations.

                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

     SECTION 4.1. - OFFICERS DESIGNATED. The permanent officers of the
corporation shall consist of a President, one or more Vice Presidents, a
Secretary, a Treasurer, and such other officers as the directors may deem
appropriate.

     SECTION 4.2.- ELECTION. The permanent officers shall be elected by the
directors. The directors may fill any vacancy. The Chairman of the Board, if
any, shall be a director. No other officer need to be a director or shareholder
of the corporation. One person may hold two or more offices, but no person shall
execute any document of the corporation in more than one

                                       4



                                                                       EXHIBIT C

capacity if such document is required by law, the Articles, the Regulations, or
the By-Laws to be executed, acknowledged, or certified by two or more officers.

     SECTION 4.3. - TENURE OF OFFICE. Each officer shall hold office until the
first meeting of directors following the annual meeting of shareholders next
following his or her election and until his or her successor is elected and
qualified, or until his or her earlier resignation, removal from office, or
death.

     SECTION 4.4. - POWER AND DUTIES. The following officers shall have the
following powers and duties:

          (a)  Chairman of the Board. The Chairman of the Board, when such
               office is filled, shall preside at all meetings of the
               shareholders and of the Board of Directors and shall have such
               other duties and powers as may be assigned to or vested in him by
               the Board of Directors.

          (b)  President. The President, in the absence of the Chairman of the
               Board, shall preside at all meetings of the shareholders and of
               the Board of Directors. Subject to the direction of the Board of
               Directors he shall have general charge and authority over the
               property, business and affairs of the corporation. He shall from
               time to time make such reports on the business of the corporation
               as the Board of Directors may require, and shall make a report on
               the business of the corporation for the preceding fiscal year to
               the shareholders at each annual meeting. When authorized by the
               Board of Directors he shall execute deeds, mortgages and bonds
               requiring the seal of the corporation. He shall have such other
               specific powers and duties as may be assigned to or vested in him
               by the Board of Directors. He shall be ex-officio a member of all
               standing committees.

          (c)  Vice President. The Vice President, or if there be more than one,
               the Vice President designated by the Board of Directors shall
               perform the duties of the President in the absence or disability
               of the President or when circumstances prevent the President from
               acting. Each Vice President shall have such other duties and
               powers as may be assigned to or vested in him by the Board of
               Directors or the President.

          (d)  Secretary. The Secretary shall record and maintain the minutes of
               all meetings of the shareholders and the directors in books
               provided for that purposes. The Secretary shall maintain records
               of the names and addresses of the shareholders of the
               corporation.

          (e)  Treasurer. The Treasurer shall maintain current and complete
               records of account, have custody of the funds of the corporation,
               deposit all such funds in such depositories as the directors may
               designate, and render to the

                                       5



                                                                       EXHIBIT C

               directors upon their request statements of the financial
               condition of the corporation.

     SECTION 4.5. - DELEGATION OF DUTIES. The directors may delegate the duties
of any officer to any other officer and may require the performance of duties in
addition to those mentioned herein.

                                    ARTICLE V
                                    ---------

                                 Indemnification
                                 ---------------

          Each director, officer, and employee, or a former director, officer,
or employee, or any person who is serving or has served at the request of the
corporation as a director, officer, or employee of another corporation, shall be
indemnified by the corporation against expenses (including attorney fees),
judgments, decrees, fines, penalties, or amounts paid in settlement reasonably
incurred in connection with the defense of any pending or threatened or
completed action, suit, or proceeding, whether criminal, civil, investigative or
administrative, to which he or she is or may be a party by reason of being or
having been such director, officer, or employee; provided: (a) he or she is
adjudicated or determined not to have been negligent or guilty of misconduct in
the performance of his duty to the corporation; (b) he or she is determined to
have acted in good faith and in a manner in what he or she reasonably believed
to be in or not opposed to the best interest of the corporation; and (c) in any
matter the subject of a criminal action, suit or proceeding, he or she is
determined to have had no reasonable cause to believe that his or her conduct
was unlawful. The determination as to (b) and (c) and, in the absence of
adjudication by a court of competent jurisdiction, the determination as to (a),
shall be made by the directors of the corporation acting at a meeting at which a
quorum consisting of directors who are not parties to or threatened with any
such action, suit, or proceeding is present. Any director who is a party to or
threatened with any such action, suit, or proceeding shall not e qualified to
vote and, if for this reason, a quorum of directors cannot be obtained to vote
on such indemnification, no indemnification shall be made unless such
indemnification is approved by: (a) the holders of a majority of the voting
shares of the corporation, excluding for the purposes hereof shares held or
controlled by every person who is a party to or threatened with any such action,
suit, or proceeding; or (b) a court of competent jurisdiction. Such right of
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled and shall inure to the benefit of the heirs, executors,
and administrators of such person.

                                   ARTICLE VI
                                   ----------

                                   Amendments
                                   ----------

          These Regulations may be amended, or new regulations may be enacted:
(a) by the affirmative vote of the holders of shares entitling them to exercise
a majority of the voting power of the corporation at any meeting called for such
purposes; or (b) without a meeting, by the written approval of the holders of
two-thirds of the voting shares of the corporation. In the event of amendment or
enactment of new regulations by such written consent, the Secretary of

                                       6


                                                                       EXHIBIT C

the corporation shall mail a copy of such amendment or new regulations to each
shareholder who did not participate in the approval thereof.

                                       7

EX-5.2

                                                                     EXHIBIT 5.2

             [Letterhead of BOWEN, RADABAUGH, MILTON & BROWN, P.C.]


                                 October 7, 2003

FabriSteel Products Incorporated
c/o FastenTech, Inc.
8500 Normandale Lake Blvd., Suite 1230
Minneapolis, MN 55437

Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103

     Re:  FabriSteel Products Incorporated ("FabriSteel")
          S-4 Registration Statement
          Michigan Opinion

Gentlemen and Ladies:

     We have acted as local counsel to FabriSteel Products Incorporated
("FabriSteel") with respect to this Michigan Opinion Letter in connection with
the execution, delivery, and performance of certain obligations by FabriSteel as
set forth in a certain Securities and Exchange Commission ("SEC") Form S-4
Registration Statement (under the Securities Act of 1933) for FastenTech, Inc.,
("Registrant") as filed with the SEC on August 29, 2003, and as amended on
October 8, 2003.

     This opinion is being delivered at the request of FabriSteel, and Dechert,
LLP, counsel for Registrant.

     In rendering this opinion, we have reviewed the following documents:



Michigan Opinion Letter - FabriSteel
FastenTech S-4 Registration Statement
October 7, 2003
Page 2 of 4

     (1)  the SEC Form S-4 Registration Statement for FastenTech, Inc, as filed
with the SEC on August 29, 2003 (the "Registration Statement");

     (2)  the Indenture of the 11 1/2 % Senior Subordinated Notes due 2011,
dated as of May 1, 2003, by and among FastenTech, Inc., Fabri-Steel Products
Incorporated, n/k/a FabriSteel Products Incorporated, certain other Subsidiary
Guarantors as identified in the Indenture, and BNY Midwest Trust Company (the
"Indenture");

     (3)  the Registration Rights Agreement dated as of May 1, 2003, by and
among FastenTech, Inc., Fabri-Steel Products Incorporated, n/k/a FabriSteel
Products Incorporated, certain other Subsidiary Guarantors as identified in
Schedule 1 to the Registration Rights Agreement, and the "Initial Purchasers" as
identified in the Registration Rights Agreement; and

     (4)  the Subsidiary Guarantee, dated as of May 1, 2003, by FabriSteel.

     The documents referenced in subsections (1) - (4) above may be referred to
collectively as the "Exchange Offer Documents." Capitalized terms used and not
otherwise defined herein have the meanings set forth the Exchange Offer
Documents.

     In rendering the opinions expressed below, we have examined the Exchange
Offer Documents, including their exhibits, and the originals or copies,
certified or otherwise identified to our satisfaction, or such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials, officers and/or representatives of
FabriSteel and FastenTech, Inc. We have made such investigation as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth,
and we specifically rely on all factual representations made by said public
officials, officers and representatives, whether contained in the Exchange Offer
Documents or otherwise, as being true and correct. We have not undertaken to
independently verify any such facts or information and our knowledge of such
facts and other information is limited to that obtained by the firm.

     In making the examinations described above, we have assumed, without
independent investigation, the genuineness of all signatures (other than the
signatures of FabriSteel), the capacity of all natural persons, the authenticity
of all documents submitted to us as certified, electronic, facsimile, or
photostatic copies and the authenticity of the originals of such documents. We
have also assumed the due authorization, execution and delivery of the Exchange
Offer Documents by all parties thereto (other than FabriSteel) and the binding
effect of such documents on such parties.

     Based upon the foregoing and subject to the qualifications stated
herein, we are of the opinion that:



Michigan Opinion Letter - FabriSteel
FastenTech S-4 Registration Statement
October 7, 2003
Page 3 of 4

     1.   The execution, delivery and performance by FabriSteel of its
obligations under the Guarantees of FabriSteel as provided in the Exchange Offer
Documents have been duly authorized by FabriSteel.

     2.   FabriSteel has duly executed and delivered the Indenture.

     Furthermore, we hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name in the prospectus
contained therein under the caption "Legal Matters." In giving such consent, we
do not thereby admit that we are included n the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations promulgated thereunder.

     The opinions expressed herein are limited to those described above, and are
further subject to the following qualifications and limitations:

     (a)  Our opinions are limited to the laws of the State of Michigan and the
federal laws of the United States of America.

     (b)  We express no opinion as to any state securities or blue sky laws.

     (c)  Our opinions, insofar as they relate to the enforceability of the
Exchange Offer Documents to which FabriSteel is a party, are subject to the
effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or
other similar laws relating to or affecting creditors' rights (including,
without limitation, preference and fraudulent conveyance or transfer laws).

     (d)  The binding effect and enforceability of the Exchange Offer Documents
to which FabriSteel is a party and the availability of injunctive relief or
other equitable remedies thereunder are subject to the effect of general
principals of equity (regardless of whether enforcement is considered in
proceedings at law or equity).

     (e)  No opinion is being either offered or provided with respect to
registration or exemption from registration of any securities, under either
Michigan or federal law, issued or purchased with respect to the Exchange Offer
Documents.

     (f)  Our review has been limited to the examination of the Exchange Offer
Documents described above, the Articles of Incorporation of FabriSteel (as
amended), the Bylaws of FabriSteel (f/k/a Fabri-Steel Products Incorporated),
the certificate of good standing for FabriSteel, and all written consents and/or
resolutions of FabriSteel (f/k/a Fabri-Steel Products Incorporated) regarding
this matter.

     This opinion letter is furnished solely for the benefit of FastenTech,
Inc., FabriSteel, Dechert LLP, BNY Midwest Trust Company (the "Trustee"), and
each of their successor and permitted assigns or transferees. This opinion is
not to be used, circulated, quoted or otherwise



Michigan Opinion Letter - FabriSteel
FastenTech S-4 Registration Statement
October 7, 2003
Page 4 of 4

relied upon by any other person or entity or for any other purpose without our
prior written consent; provided, however, that a copy of this opinion may be
disclosed or provided by any holder of the Exchange Securities (i) to its
auditors and attorneys; (ii) to any governmental authority or regulatory body
having jurisdiction over such holder, (iii) pursuant to the order of any court
or governmental agency, and (iv) in connection with any legal action relating to
the Exchange Offer Documents. [signature follows]

                                          Very truly yours,


                                          Bowen, Radabaugh, Milton & Brown, P.C.

EX-5.3

                                                                     EXHIBIT 5.3

                      [Letterhead of Dinsmore & Shohl LLP]

                                 October 7, 2003

FastenTech, Inc.
8500 Normandale Lake Boulevard
Minneapolis, MN 55437

Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103

Dear Sir/Madam:

     We have been asked to supply this opinion as to The Ferry Cap & Set Screw
Company ("Ferry"), an Ohio corporation and a subsidiary of FastenTech, Inc. (the
"Registrant"), in connection with the Registrant's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission (file no. 333-108365)
(the "Registration Statement"). The Registration Statement concerns the
Registrant's offer to exchange new 11 1/2% Senior Subordinated Notes Due 2011
for certain outstanding 11 1/2% Senior Subordinated Notes Due 2011. Ferry is
both a guarantor of the new notes pursuant to a written guaranty (the
"Guaranty") and is a party to the related indenture among the Registrant, Ferry
and other guarantor entities, and The Midwest Trust Company (the "Indenture").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records and other certificates
and instruments as we have deemed necessary or appropriate for the purposes of
this opinion, and we have made such examination of law and fact and have relied
upon such documents and certificates from public officials and officers of the
Guarantor as we have deemed necessary or appropriate.

     In rendering the opinions herein, we have assumed with your approval (i)
the due execution, delivery and the authenticity and the genuineness of the
signatures on all documents submitted to us as originals, (ii) the legal
capacity of all signing parties to such documents, (iii) the conformity to
original documents of all photostatic copies of such documents submitted to us,
and (iv) and that the documents are delivered for adequate consideration. We
also have assumed that the records of the proceedings of the shareholders and
the directors of Ferry furnished to us are complete and accurate in all
respects.

     We have not made an independent review of the laws of any state or
jurisdiction other than the State of Ohio. Accordingly, we express no opinion as
to the laws of any state or jurisdiction other than the State of Ohio.

     The opinions hereinafter expressed are subject to the following additional
qualifications:



     As to various questions of fact material to our opinion, with your
permission, we have relied upon factual representations contained in a
certificate delivered to us by Ferry to the effect that (i) all necessary
resolutions of Ferry's Board of Directors required for this transaction have
been duly adopted and remain in effect; (ii) Ferry's Articles of Incorporation,
Code of Regulations, and amendments thereto, provided to us were validly adopted
and are in full force and effect as the date hereof; and (iii) the authorized
officers of Ferry have executed and delivered the Guaranty and the Indenture. We
have not assumed any responsibility for making any independent investigation or
verification of any factual matter.

     Based on the foregoing and subject to the exceptions, assumptions,
qualifications and limitations hereinafter set forth, it is our opinion that:

     1.   The execution, delivery and performance by Ferry of its obligations
under the Guaranty of Ferry have been duly authorized by Ferry.

     2.   Ferry has duly executed and delivered the Indenture.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein under the caption "Legal Matters." In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
promulgated thereunder.

     This opinion letter is provided as a legal opinion only and not as a
guarantee or warranty of the matters discussed herein. This opinion letter is
limited to the matters expressly stated herein on the date of this opinion. This
opinion letter speaks of its date only, and we expressly disclaim any
undertaking or obligation to advise you of changes that hereafter may be brought
to our attention.

                                           Very truly yours,

                                           DINSMORE & SHOHL LLP

                                           /s/Charles F. Hertlein, Jr.

                                           Charles F. Hertlein, Jr.

EX-10.6

                                                                    EXHIBIT 10.6

                            ASSET PURCHASE AGREEMENT


                          dated as of February 2, 2003


                                     between


                             ROLLS-ROYCE CORPORATION


                                       and


                                FASTENTECH, INC.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I THE ASSET PURCHASE...................................................1

   Section 1.1.    Purchase and Sale of Assets.................................1
   Section 1.2.    Assumption of Liabilities...................................2
   Section 1.3.    Sale Price..................................................2
   Section 1.4.    The Closing.................................................2
   Section 1.5.    Closing Payment Amount......................................3
   Section 1.6.    Post-Closing Adjustments....................................3
   Section 1.7.    Earnout.....................................................6
   Section 1.8.    Further Assurances..........................................7

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER........................7

   Section 2.1.    Organization, Qualification, and Corporate Power............7
   Section 2.2.    Authorization of Transaction................................8
   Section 2.3.    Noncontravention............................................8
   Section 2.4.    Financial Statements........................................8
   Section 2.5.    Absence of Certain Changes..................................9
   Section 2.6.    Undisclosed Liabilities....................................10
   Section 2.7.    Ownership of Assets; Condition.............................10
   Section 2.8.    Brokers' Fees..............................................11
   Section 2.9.    Intellectual Property......................................11
   Section 2.10.   Inventory..................................................12
   Section 2.11.   Contracts..................................................12
   Section 2.12.   Litigation.................................................14
   Section 2.13.   Employees..................................................14
   Section 2.14.   Employee Benefits..........................................14
   Section 2.15.   Environmental Matters......................................15
   Section 2.16.   Legal Compliance...........................................16
   Section 2.17.   Customers and Suppliers....................................16
   Section 2.18.   Permits....................................................16
   Section 2.19.   Government Contracts.......................................16
   Section 2.20.   Accounts Receivable........................................17
   Section 2.21.   Products Liability.........................................17
   Section 2.22.   Leased Property............................................17
   Section 2.23.   Related Party Transactions.................................18
   Section 2.24.   Insurance..................................................19
   Section 2.25.   Disclosure.................................................19

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER.......................19

                                      - i -



   Section 3.1.    Organization and Corporate Power...........................19
   Section 3.2.    Authorization of the Transaction...........................19
   Section 3.3.    Noncontravention...........................................19
   Section 3.4.    Broker's Fees..............................................20

ARTICLE IV PRE-CLOSING COVENANTS..............................................20

   Section 4.1.    Closing Efforts............................................20
   Section 4.2.    Governmental and Third-Party Notices and Consents..........20
   Section 4.3.    Operation of Business......................................21
   Section 4.4.    Access to Information......................................22
   Section 4.5.    Notice of Breaches.........................................22
   Section 4.6.    Bulk Transfers Law.........................................23
   Section 4.7.    Agreed Records.............................................23
   Section 4.8.    2002 Financial Statements..................................23

ARTICLE V CONDITIONS TO CLOSING...............................................23

   Section 5.1.    Conditions to Obligations of the Buyer.....................23
   Section 5.2.    Conditions to Obligations of the Seller....................25

ARTICLE VI ADDITIONAL AGREEMENTS..............................................26

   Section 6.1.    Disclaimer of Warranties; No Other Representations or
                   Warranties.................................................26
   Section 6.2.    Sharing of Data............................................27
   Section 6.3.    Tax Matters................................................27
   Section 6.4.    Cooperation in Litigation..................................28
   Section 6.5.    Employee and Employee Benefit Matters......................29
   Section 6.6.    Receivables................................................30
   Section 6.7.    Non-Competition............................................30
   Section 6.8.    Product Warranty Liability.................................31
   Section 6.9.    Post Closing...............................................31

ARTICLE VII INDEMNIFICATION...................................................32

   Section 7.1.    Indemnification by the Seller..............................32
   Section 7.2.    Indemnification by the Buyer...............................32
   Section 7.3.    Indemnification Claims.....................................32
   Section 7.4.    Survival of Representations and Warranties.................35
   Section 7.5.    Limitations................................................36
   Section 7.6.    Treatment of Indemnity Payments............................37

ARTICLE VIII TERMINATION......................................................37

   Section 8.1.    Termination of Agreement...................................37
   Section 8.2.    Effect of Termination......................................37

                                     - ii -



ARTICLE IX DEFINITIONS........................................................38

ARTICLE X MISCELLANEOUS.......................................................48

   Section 10.1.   Press Releases and Announcements...........................48
   Section 10.2.   No Third Party Beneficiaries...............................48
   Section 10.3.   Entire Agreement...........................................48
   Section 10.4.   Succession and Assignment..................................48
   Section 10.5.   Counterparts and Facsimile Signature.......................49
   Section 10.6.   Headings...................................................49
   Section 10.7.   Notices....................................................49
   Section 10.8.   Governing Law..............................................50
   Section 10.9.   Amendments and Waivers.....................................50
   Section 10.10.  Severability...............................................50
   Section 10.11.  Expenses...................................................50
   Section 10.12.  Dispute Resolution.........................................50
   Section 10.13.  Incorporation of Exhibits and Schedules....................52
   Section 10.14.  Specific Performance.......................................52
   Section 10.15.  Construction...............................................52

Exhibits
- --------
Exhibit A -   Bill of Sale
Exhibit B -   Instrument of Assumption
Exhibit C -   License Agreement

Schedules
- ---------
Schedule 1.1(a) -  Certain Acquired Assets
Schedule 1.1(b) -  Certain Excluded Assets
Schedule 6.6 -     Business Employees

Disclosure Schedule
- -------------------
Section 2.3.   Noncontravention................................................6
Section 2.5.   Absence of Certain Changes......................................6
Section 2.6.   Undisclosed Liabilities.........................................6
Section 2.7.   Ownership of Assets.............................................7
Section 2.9.   Intellectual Property...........................................7
Section 2.11.  Contracts.......................................................9
Section 2.12.  Litigation.....................................................10
Section 2.13.  Employees......................................................10
Section 2.15.  Environmental Matters..........................................10
Section 2.16.  Legal Compliance...............................................11
Section 2.17.  Customers and Suppliers........................................11
Section 2.18.  Permits........................................................12

                                     - iii -



                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement is entered into as of February 2, 2003 by and
between FastenTech, Inc., a Delaware corporation (the "Buyer"), and Rolls-Royce
Corporation, a Delaware corporation (the "Seller").

                              W I T N E S S E T H:

     WHEREAS, the Seller is engaged in, among other things, the business of
designing, manufacturing and selling high performance high nickel alloy
structures suitable for use in extreme operating environments (the "Business")
at the Rolls Royce Evansville Fabrication Facility located in Evansville,
Indiana (the "Facility");

     WHEREAS, the Buyer wishes to purchase and the Seller wishes to sell
substantially all of the assets associated with the Business;

     WHEREAS, the Parties contemplate that, effective upon the closing of the
transactions contemplated hereby, they will execute and deliver certain
additional agreements;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
the sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:

                                   ARTICLE I

                               THE ASSET PURCHASE

          Section 1.1.   Purchase and Sale of Assets.

          (a)    Upon and subject to the terms and conditions of this Agreement,
the Buyer shall purchase from the Seller, and the Seller shall sell, transfer,
convey, assign, and deliver to the Buyer, at the Closing, for the consideration
specified below in this Article I, all right, title, and interest in, to, and
under the Acquired Assets (including those assets listed on Schedule 1.1(a) to
the Disclosure Schedule) and only those assets and no others, free and clear of
liens except Permitted Encumbrances.

          (b)    Notwithstanding the provisions of Section 1.1(a), the Acquired
Assets shall not include the Excluded Assets (including those assets listed on
Schedule 1.1(b) to the Disclosure Schedule).



          Section 1.2.   Assumption of Liabilities.

          (a)    Upon and subject to the terms and conditions of this Agreement,
the Buyer shall assume and become responsible for, from and after the Closing,
the Assumed Liabilities and only those liabilities and no others.

          (b)    Notwithstanding the terms of Section 1.2(a) or any other
provision of this Agreement to the contrary, the Buyer shall not assume or
become responsible for, and the Seller shall remain liable for, the Retained
Liabilities.

          Section 1.3.   Sale Price. The sale price to be paid by the Buyer for
the Business shall be equal to the Initial Sale Price plus the Earnout Payment.

          Section 1.4.   The Closing.

          (a)    The Closing shall take place at the offices of Krieg DeVault
LLP in Indianapolis, Indiana commencing at 9:00 a.m. local time on the Closing
Date. All transactions at the Closing shall be deemed to take place
simultaneously, and no transaction shall be deemed to have been completed and no
documents or certificates shall be deemed to have been delivered until all other
transactions are completed and all other documents and certificates are
delivered.

          (b)    At the Closing:

          (i)    the Seller shall deliver to the Buyer the various certificates,
instruments, and documents referred to in Section 5.1;

          (ii)   the Buyer shall deliver to the Seller the various certificates,
instruments, and documents referred to in Section 5.2;

          (iii)  the Seller shall execute and deliver to the Buyer a bill of
sale in substantially the form attached hereto as Exhibit A, and such other
instruments of conveyance (such as assigned certificates or documents of title)
as the Buyer may reasonably request in order to effect the sale, transfer,
conveyance, and assignment to the Buyer of valid ownership of the Acquired
Assets;

          (iv)   the Buyer shall execute and deliver to the Seller an instrument
of assumption in substantially the form attached hereto as Exhibit B and such
other instruments as the Seller may reasonably request in order to effect the
assumption by the Buyer of the Assumed Liabilities;

          (v)    the Buyer shall pay to the Seller, payable by wire transfer or
other delivery of immediately available funds to an account designated by the
Seller at least two days prior to the Closing Date, the Closing Payment Amount;

          (vi)   the Seller shall deliver to the Buyer, or otherwise put the
Buyer in

                                      -2-



possession and control of, all of the Acquired Assets of a tangible nature;

          (vii)  the Buyer and the Seller shall execute and deliver to each
other a cross-receipt evidencing the transactions referred to above; and

          (viii) the Buyer and the Seller shall execute and deliver to each
other a license agreement in substantially the form attached hereto as Exhibit
C.

          Section 1.5.   Closing Payment Amount. The amount payable at the
Closing shall be equal to Nine Million Five Hundred Thousand Dollars
($9,500,000), which is an estimate of Book Value at Closing (the "Closing
Payment Amount" or "Estimated Closing Book Value").

          Section 1.6.   Post-Closing Adjustments.

          (a)    The Initial Sale Price shall be determined after the Closing
Date as follows:

          (i)    Within 30 days after the Closing Date, the Seller shall prepare
and deliver to the Buyer the Draft Statement of Working Capital and Fixed
Assets. The Seller shall prepare the Draft Statement of Working Capital and
Fixed Assets setting forth the Working Capital and Fixed Assets of the Business
as of the close of business on the Closing Date (the "Book Value"), which shall
be prepared in accordance with the books and records of the Seller in respect of
the Business and shall be based upon an unaudited balance sheet as of that date
that is prepared in accordance with GAAP Consistently Applied. Seller
acknowledges and agrees that Buyer desires that the foregoing balance sheet be
audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's
audit of the balance sheet, including by providing to Ernst & Young LLP a signed
management representation letter with respect thereto in the form customarily
requested and obtained by Ernst & Young LLP.

          A physical inventory shall be conducted by the Seller consistent with
past practice on or no more than three days before the Closing Date for the
purpose of assisting in the preparation of the Draft Statement of Working
Capital and Fixed Assets, and the Buyer and their respective independent
auditors shall have the right to observe the taking of such physical inventory.

          (ii)   The Buyer shall deliver to the Seller, by the Objection
Deadline Date, either a notice indicating that the Buyer accepts the Draft
Statement of Working Capital and Fixed Assets or a detailed statement describing
its objections (if any) to the Draft Statement of Working Capital and Fixed
Assets. If the Buyer delivers to the Seller a notice accepting the Draft
Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a
written objection to the Draft Statement of Working Capital and Fixed Assets by
the Objection Deadline Date, then, effective as of either the date of delivery
of such notice of acceptance or as of the close of business on the Objection
Deadline Date, the Draft Statement of Working Capital and Fixed Assets shall be
deemed to be the Final Closing Balance Sheet. If the Buyer timely objects

                                      -3-



to the Draft Statement of Working Capital and Fixed Assets, in accordance with
this Section 1.6(a), such objections shall be resolved as follows:

          (1)    The Buyer and the Seller shall first use Reasonable Best
Efforts to resolve such objections.

          (2)    If the Buyer and the Seller do not reach a resolution of all
objections set forth on the Buyer's statement of objections within 30 days after
delivery of such statement of objections, any remaining disagreements shall be
referred to the chief financial officers of Rolls-Royce plc and FastenTech (each
of whom may designate another senior officer of such company to hear such
dispute), who shall use reasonable efforts to resolve such objections.

          (3)    If all objections set forth on the Buyer's statement of
objections have not been resolved within 30 days after the referral of such
objections to the senior officers designated in or pursuant to Section
1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the
expiration of such 30-day period, engage the Accountant, pursuant to an
engagement agreement executed by the Buyer, the Seller, and the Accountant, to
resolve any remaining objections set forth on the Buyer's statement of
objections (the "Unresolved Objections").

          (4)    The Buyer and the Seller shall jointly submit to the
Accountant, within 10 days after the date of the engagement of the Accountant
(as evidenced by the date of the engagement agreement), a copy of the Draft
Statement of Working Capital and Fixed Assets, a copy of the statement of
objections delivered by the Buyer to the Seller, and a statement setting forth
the resolution of any objections agreed to by the Buyer and the Seller and by
the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). Each of
the Buyer and the Seller shall submit to the Accountant (with a copy delivered
to the other Party on the same day), within 45 days after the date of the
engagement of the Accountant, a memorandum (which may include supporting
exhibits) setting forth their respective positions on the Unresolved Objections.
Each of the Buyer and the Seller may (but shall not be required to) submit to
the Accountant (with a copy delivered to the other Party on the same day),
within 60 days after the date of the engagement of the Accountant, a memorandum
responding to the initial memorandum submitted to the Accountant by the other
Party. Unless requested by the Accountant in writing, neither Party may present
any additional information or arguments to the Accountant, either orally or in
writing. In resolving any Unresolved Objections, the Accountant (i) shall be
bound by the principles set forth in this Section 1.6, (ii) shall further limit
its review to whether the Draft Statement of Working Capital and Fixed Assets
contained mathematical errors and was calculated in accordance with this Section
1.6 and (iii) shall not assign a value to any item greater than the greatest
value for such item claimed by any party or less than the smallest value for
such item claimed by either party.

          (5)    Within 90 days after the date of its engagement hereunder, the
Accountant shall determine whether the objections raised by the Buyer are
appropriate and shall issue a ruling that shall include a balance sheet,
comprised of the Draft Statement of Working Capital and Fixed Assets as adjusted
pursuant to any resolutions to objections agreed upon by the Buyer

                                      -4-



and the Seller and pursuant to the Accountant's resolution of the Unresolved
Objections. Such balance sheet shall be deemed to be the Final Closing Balance
Sheet.

          (6)    The resolution by the Accountant of the Unresolved Objections
shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the
Seller agree that the procedure set forth in this Section 1.6(a) for resolving
disputes with respect to the Draft Statement of Working Capital and Fixed Assets
shall be the sole and exclusive method for resolving any such disputes; provided
that this provision shall not prohibit either Party from instituting litigation
in court to enforce the ruling of the Accountant.

          (7)    The Buyer and the Seller shall share the fees and expenses of
the Accountant based upon what portion of the changes called for in the Buyer's
statement of objections are reflected in the Final Closing Balance Sheet, as
follows: (1) the Buyer shall be responsible for an amount equal to the total
amount of such fees and expenses multiplied by a fraction, the numerator of
which is the excess (if any) of (w) the Book Value as shown on the Draft
Statement of Working Capital and Fixed Assets (after adjusting the Draft
Statement of Working Capital and Fixed Assets to reflect all of the changes
called for in the Buyer's statement of objections) over (x) the Book Value as
shown on the Final Closing Balance Sheet, and the denominator of which is the
excess of (y) the Book Value as shown on the Draft Statement of Working Capital
and Fixed Assets (after adjusting the Draft Statement of Working Capital and
Fixed Assets to reflect all of the changes called for in the Buyer's statement
of objections) over (z) the Book Value as shown on the Draft Statement of
Working Capital and Fixed Assets (after adjusting the Draft Statement of Working
Capital and Fixed Assets to reflect all changes to the Book Value requested by
Buyer, except the Unresolved Objections); and (2) the Seller shall be
responsible for the balance of such fees and expenses.

          (b)    Upon completion of the Final Closing Balance Sheet, the
"Initial Sale Price" shall be determined as follows:

          (i)    if the Book Value as shown on the Final Closing Balance Sheet
is less than Estimated Closing Book Value, the Initial Sale Price shall be
decreased by such difference; and

          (ii)   if the Book Value as shown on the Final Closing Balance Sheet
exceeds the Estimated Closing Book Value, the Initial Sale Price shall be
increased by such excess amount.

          The cumulative net adjustment to the aggregate Purchase Price pursuant
to clauses (i) through (ii) above, whether positive or negative, is the "Final
Adjustment Amount."

          (c)    Within 10 business days after the Final Closing Balance Sheet
becomes final and binding upon the Parties (i) if the Final Adjustment Amount
results in an increase in the Initial Sale Price, the Buyer shall make a cash
payment to the Seller by wire transfer in immediately available funds to an
account or accounts designated in writing by the Seller, and (ii) if the Final
Adjustment Amount results in a decrease in the Initial Sale Price, the Seller
shall

                                      -5-



make a cash payment to the Buyer by wire transfer in immediately available funds
to an account or accounts designated in writing by the Buyer, in either case
under clause (i) or (ii) of this Section 1.6(c), in an amount equal to the sum
of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to
five percent (5%) per annum calculated from and including the Closing Date to,
but not including, the date of payment.

          Section 1.7.   Earnout.

          (a)    The Buyer shall pay the Seller an earnout payment (the "Earnout
Payment"). The Earnout Payment shall be calculated and paid as follows:

          (i)    If the aggregate EBITDA of the Business for the period from
April 1, 2003 through March 31, 2006 (the "Earnout Period") is greater than
$13,500,000 but less than $17,500,000, then the Buyer shall pay the Seller the
amount of $3,000,000.

          (ii)   If the aggregate EBITDA of the Business for the Earnout Period
is greater than $17,500,000, then the Buyer shall pay the Seller the amount of
$5,000,000.

          (iii)  The Buyer shall make any payment required by clauses (i) or
(ii) of this Section 1.7(a) no later than sixty days following the end of the
Earnout Period.

          (b)    "EBITDA" shall mean the following (all determined in accordance
with GAAP) with respect to the Business for the applicable period: (a) net
income of the Business (excluding any corporate charges in excess of $500,000
annually made by the Buyer or any of its Affiliates for the provision of
services to the Business) for such period, plus (b) interest expense of the
Business for such period, plus (c) federal, state, local and foreign income
taxes and other taxes on income of the Business for such period, plus (d)
depreciation and amortization of the Business for such period, plus (e) all
costs related to information technology supplied to the Business, minus (f) the
product of (A) 25% and (B) the aggregate dollar amount of each Non-Maintenance
Capital Expenditure incurred during the Earnout Period and (C) the number of
days remaining in the Earnout Period on the date such Non-Maintenance Capital
Expenditure is incurred divided by 1,095; plus or minus (g) any extraordinary
expenses or extraordinary income, respectively, incurred or earned by the
Business that is not reasonably expected to occur in the future or was not
incurred in the ordinary course of business; provided, that in the case of any
items referred to in clauses (b) through (d) and (f) (with respect to
extraordinary expenses), only to the extent such item was included as a
deduction (or other charge to income) in calculating net income and in the case
of any item referred to in clause (f) (with respect to extraordinary income)
only to the extent such item was included in calculating net income. For
purposes of this Section 1.7, the term EBITDA shall not include or be calculated
with reference to any revenues, income or expenses of (x) any business, division
or operation acquired by the Buyer or its subsidiaries after the Closing Date
and (y) any business, division, operations or product line owned by any
affiliate of Buyer and consolidated into and with the Buyer or any of its
subsidiaries following the Closing Date. The parties understand and agree that
the Buyer shall have complete discretion with respect to the operation,
marketing, pricing and distribution of all of the Buyer's products and services
and that the Buyer or its subsidiaries may eliminate or

                                      -6-



otherwise alter at any time or from time to time any or all of such products or
services. "Non-Maintenance Capital Expenditures" means, for any period, the
aggregate expenditures (whether paid in cash or accrued as a liability) of the
Business during such period on account of property, plant, equipment or similar
fixed assets that, in conformity with GAAP, are required to be reflected in the
balance sheet of the Business, including any acquisition, construction or
installation of properties or for any additions and improvements thereto and
payments under any lease of property (whether real, personal or mixed) which, in
conformity with GAAP, is accounted for as a capital lease, but in any event
excluding routine repair and maintenance expenditures.

          (c)    The Buyer shall maintain separate books and records for the
Business sufficient to calculate the Earnout Payment. During the Earnout Period,
the Buyer shall prepare a summary income statement for the Business no less
frequently than annually and shall provide that statement to the Seller within
90 days after the end of the fourth fiscal quarter of such year, such statement
to include a calculation of EBITDA for such year. The Seller shall have the
right during normal business hours and at its sole expense, to examine any books
and records of the Buyer relating to the Business; provided, that such right may
be exercised only once during any twelve-month period and such access shall not
unreasonable interfere with the operation of Buyer's business. The Seller may
exercise such right through an agent or employee designated by the Seller in
writing or by any independent public accountant or firm including independent
public accountants so designated. The Seller shall not disclose or make use of,
and shall cause any such agent or representative not to disclose or make use of
any knowledge, information, or documents obtained during such review. This right
to financial information and access shall terminate upon the payment of the
Earnout Payment, provided that the amount of the Earnout Payment has been
approved by the Seller.

          Section 1.8.   Further Assurances. At any time and from time to time
after the Closing, at the request of the Buyer and without further
consideration, the Seller shall execute and deliver such other instruments of
sale, transfer, conveyance, and assignment and take such actions as the Buyer
may reasonably request to more effectively transfer, convey, and assign to the
Buyer, and to confirm the Buyer's rights to, title in, and ownership of, the
Acquired Assets and to place the Buyer in actual possession and operating
control thereof.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that the statements contained in
this Article II are true and correct, except to the extent any such statements
are specifically qualified in the Disclosure Schedule. The Disclosure Schedule
shall be arranged in sections and subsections corresponding to the numbered and
lettered sections and subsections contained in Article II of this Agreement.

          Section 2.1.   Organization, Qualification, and Corporate Power. The
Seller is a corporation duly organized, validly existing, and in good standing
under the laws of the State of

                                      -7-



Delaware. The Seller has all requisite corporate power and authority to carry on
the Business and to own and use the assets and properties owned and used by it
in the Business. The Seller is qualified to do business and is in good standing
as a foreign corporation in Indiana, which is the only jurisdiction where the
nature of the property owned or leased by the Seller or the nature of the
business conducted by the Seller in connection with the Business makes such
qualification necessary.

          Section 2.2.   Authorization of Transaction. The Seller has all
requisite power and authority to execute and deliver this Agreement and the
Ancillary Agreements and to perform its obligations hereunder and thereunder.
The execution, delivery, and performance by the Seller of this Agreement and the
Ancillary Agreements and the consummation by the Seller of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary corporate action on the part of the Seller. This Agreement has been
duly and validly executed and delivered by the Seller and constitutes, and each
of the Ancillary Agreements, upon its execution and delivery by the Seller, will
constitute, a valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms.

          Section 2.3.   Noncontravention. Except as set forth in Section 2.3 of
the Disclosure Schedule, neither the execution and delivery by the Seller of
this Agreement or the Ancillary Agreements, nor the consummation by the Seller
of the transactions contemplated hereby or thereby, will (a) conflict with or
violate any provision of the Certificate of Incorporation or by-laws of the
Seller, (b) require on the part of the Seller any notice to or filing with, or
any permit, authorization, consent, or approval of, any Governmental Entity,
except for any notice, filing, permit, authorization, consent, or approval, the
absence of which, individually or in the aggregate, would not have a Business
Material Adverse Effect, (c) conflict with, result in a breach of, constitute
(with or without due notice or lapse of time or both) a default under, result in
the acceleration of obligations under, create in any party the right to
terminate, modify, or cancel, or require any notice, consent, or waiver under,
any contract or instrument to which the Seller is a party or by which the
Seller, or the Acquired Assets is bound or to which any of its assets is
subject, except for (i) any conflict, breach, default, acceleration,
termination, modification, or cancellation which, individually or in the
aggregate, would neither have a Business Material Adverse Effect and nor would
adversely affect the consummation of the transactions contemplated hereby or
(ii) any notice, consent, or waiver the absence of which, individually or in the
aggregate, would neither have a Business Material Adverse Effect nor would
adversely affect the consummation of the transactions contemplated hereby, (d)
result in the imposition of any Encumbrance upon any of the Acquired Assets, or
(e) violate any order, writ, injunction, decree, statute, rule, or regulation
applicable to the Seller, or any of its properties or assets.

          Section 2.4.   Financial Statements. The books of account and related
records of the Seller in respect to the Business fairly reflect in reasonable
detail the assets, liabilities and transactions of the Business. Seller has
previously provided to Buyer (i) the audited balance sheets of the Business as
of December 31, 2000 and 2001, (ii) the related audited statements of income and
retained earnings and cash flows for the years ended December 31, 2000 and 2001,

                                      -8-



(iii) the unaudited balance sheet of the Business as of December 31, 2002, (iv)
the related unaudited statements of income and retained earnings and cash flows
for the 12-month period ended December 31, 2002, and (v) the Most Recent
Month-End Management Accounts (clauses (i) through (v), collectively the
"Financial Statements"). The Financial Statements (i) are true and correct in
all material respects, (ii) were prepared in accordance with GAAP (except as
otherwise noted therein), (iii) present fairly the financial position, results
of operations and cash flows of the Business as of such dates and for the
periods then ended and (iv) in the case of the financial statements provided
pursuant to clauses (i) and (ii) of this Section 2.4, conform to the
requirements of Regulation S-X of the Securities and Exchange Commission. The
unaudited balance sheet of the Business at December 31, 2002 is referred to as
the "Balance Sheet".

          Section 2.5.   Absence of Certain Changes. Except as set forth in
Section 2.5 of the Disclosure Schedule, since December 31, 2002 (the "Balance
Sheet Date"), the Seller has conducted the Business only in the ordinary course
and in accordance with past practices, and there has been no Business Material
Adverse Effect. Without limiting the foregoing, except as reflected in the
Balance Sheet, since the Balance Sheet Date with respect to the Business:

          (a)    neither the Seller nor any of its Affiliates has made or
promised to make any increase in any salaries, rates of pay or other
compensation or benefits of any employees of the Business, except for customary
increases and progressions for employees which increases and progressions were
made in the ordinary course of business;

          (b)    neither the Seller nor any of its Affiliates has suffered any
damage, destruction or loss of any tangible assets or properties which would
have been included as Acquired Assets but for such damage, destruction or loss
(whether or not covered by insurance) in an aggregate amount less than $100,000;

          (c)    the Seller has not suffered any strike or other labor trouble,
or has entered into any material agreement or material negotiation with any
labor union or other collective bargaining representative of any employees;

          (d)    there has not been any change or any threat of any change in
any of its relations with, or any loss or threat of loss of, any of the
suppliers, distributors or customers of the Business which, individually or in
the aggregate, has had or reasonably could be expected to have a Business
Material Adverse Effect;

          (e)    there has not been any cancellation or waiver of any right
under any contract, lease, agreement, license or permit which right is or was,
prior to such cancellation or waiver, material to the Business;

          (f)    there has not been any sale, transfer or other disposition of,
or subjection to any encumbrance of, any assets, properties or rights of the
Business, except for sales of obsolete or damaged equipment or retirement of
equipment, in each case in the ordinary course of business;

                                      -9-



          (g)    there has not been any making or authorization of any capital
expenditures in excess of $100,000 in the aggregate;

          (h)    there has not been any payment, discharge or satisfaction of
any liability or obligation (whether accrued, absolute, contingent or otherwise)
of the Business, other than the payment, discharge or satisfaction, in the
ordinary course of business, of liabilities or obligations shown or reflected on
the Balance Sheet or incurred in the ordinary course of business since the
Balance Sheet Date;

          (i)    there have not been any write-offs as uncollectible of any
notes or accounts receivable of Seller or any of its Affiliates with respect to
the Business or write-downs of the value of any assets by Seller or any of its
Affiliates with respect to the Business other than in immaterial amounts or in
the ordinary course of business consistent with past practice;

          (j)    there has not been any change by Seller in any method of
accounting or keeping its books of account or accounting practices;

          (k)    there has not been any disposition of or failure to keep in
effect any rights in, to or for the use of any trademark, service mark, trade
name or copyright of the Business, or any disclosure to any person not an
employee or other disposal of any trade secret, process or know-how of the
Business; or

          (l)    there has not been any transaction, agreement or event to which
Seller or any of its Affiliates is a party or a participant outside the ordinary
course of Seller's business or inconsistent with past practice relating to the
Business which could reasonably be anticipated to result in a Business Material
Adverse Effect.

          Section 2.6.   Undisclosed Liabilities. Neither the Seller nor any of
its Affiliates has any liability, whether due or to become due, absolute,
contingent or otherwise with respect to the Business, including liabilities for
or in respect of Taxes and any interest or penalties related thereto, except (a)
to the extent reflected as a liability on the Balance Sheet, (b) incurred in the
ordinary course of business since the Balance Sheet Date and fully reflected as
liabilities on Seller's books of account, none of which individually or in the
aggregate, has been or could have been a Business Material Adverse Effect or (c)
disclosed on Section 2.6 of the Disclosure Schedule.

          Section 2.7.   Ownership of Assets; Condition.

          (a)    The Seller is the true and lawful owner, and has good and
marketable title to, all of the Acquired Assets, free and clear of all
Encumbrances, except Permitted Encumbrances. Upon execution and delivery by the
Seller to the Buyer of the instruments of conveyance referred to in Section
1.4(b)(iii), the Buyer will become the true and lawful owner of, and will
receive good and marketable title to, the Acquired Assets, free and clear of all
Encumbrances other than (i) zoning, entitlement, and other land use and
environmental regulations by any Governmental Entity in respect of real
property, if such regulations have not

                                      -10-



been violated and do not interfere with the continued use of the applicable
Leased Real Property in the manner presently used, (ii) such other imperfections
in title, charges, easements, restrictions, and encumbrances in respect of real
property that do not render title unmarketable and do not detract significantly
from the value of or interfere with the continued use of any Leased Real
Property in the manner such property is presently being used and (iii) those set
forth in Section 2.7(a) of the Disclosure Schedule (clauses (i) through (iii),
collectively the "Permitted Encumbrances").

          (b)    Immediately prior to Closing, Seller will own or have legal
rights to use as currently used in the Business, and Seller will convey to Buyer
pursuant to the transactions contemplated pursuant to this Agreement and the
Ancillary Agreements, those assets, both tangible and intangible, which are
necessary and sufficient to conduct the Business as currently conducted.

          (c)    All Acquired Assets have historically been adequate for the
purposes for which they are presently used in the conduct of the Business, are
usable in a manner consistent with their respective current use, comply with
applicable laws and currently have the volume capacity necessary to permit the
manufacture of all products presently manufactured by the Business in sufficient
quantities to have met the total overall annual and seasonal volume requirements
of the customers of the Business for fiscal year ending December 31, 2002.

          (d)    Section 2.7(d) of the Disclosure Schedule lists individually
all Acquired Assets which are fixed assets (within the meaning of GAAP) having a
book value greater than $50,000, indicating the cost, accumulated book
depreciation (if any), and the book value of each such fixed asset as of the
date of the Most Recent Month-End Management Accounts.

          Section 2.8.   Brokers' Fees. Neither the Seller nor any Affiliate has
any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this
Agreement.

          Section 2.9.   Intellectual Property.

          (a)    Section 2.9(a) of the Disclosure Schedule lists all
proprietary knowledge, processes, techniques, methodologies, formulae, designs,
know-how and trade secrets used by the Seller in the Business (the "Business
Trade Secrets"). Such Business Trade Secrets shall be licensed to the Buyer in
accordance with the terms included in the license agreement referred to in
Section 1.4(b)(viii) of this Agreement.

          (b)    Except as set forth in Section 2.9(b) of the Disclosure
Schedule, the Business Trade Secrets and the Acquired Assets constitute all of
the intellectual property used in and necessary to the conduct of the Business
as presently conducted by the Seller.

          (c)    The operation of the Business as currently conducted by the
Seller, including but not limited to the design, development, use, manufacture
and sale of the products, technology or services, does not infringe,
misappropriate or otherwise violate the patents,

                                      -11-



industrial design rights, trademarks, service marks, trade names, trade dress,
copyrights, trade secrets or other intellectual property rights (collectively,
"Intellectual Property Rights") of any third party. The Seller has not received,
and knows of no basis for, any claim, demand, suit, threat, notice or other
action alleging that the operation of the Business infringes or otherwise
violates the Intellectual Property Rights used in the Business. The Seller has
not made, and knows of no basis for, any claim, demand, suit, threat, notice or
other action alleging that any third party has violated or infringed any of the
Intellectual Property Rights used in the Business. The Seller has provided to
the Buyer complete and accurate copies of all written documentation in the
Seller's possession relating to claims or disputes known to the Seller
concerning any Intellectual Property Rights used by the Seller in the Business.

          (d)    To the knowledge of the Seller, none of the Business Trade
Secrets or other confidential or proprietary information used in the Business
has been disclosed to any person or entity unless such disclosure was necessary
and made pursuant to an appropriate confidentiality agreement. None of the
Business Trade Secrets has been, directly or indirectly, sold, assigned,
licensed, delivered or otherwise conveyed to any third party, and the Seller is
not aware of the use by any third party of the Business Trade Secrets except as
disclosed at Section 2.9(d) of the Disclosure Schedule.

          Section 2.10.  Inventory. Except for the Excluded Assets, the Acquired
Assets include all the inventory of the Seller held for use primarily in the
Business. All inventories of the Business not written-off have been priced at
the lower of cost or market on an average actual cost basis. The quantities of
each type of inventory, whether raw materials, work-in-progress, or finished
goods, are not excessive in the present circumstances of the Business. All of
the inventories of the Seller reflected in the Balance Sheet and all inventories
acquired since the Balance Sheet Date consist of items that are marketable and
fit for their particular use, are not defective and are of a quality and
quantity usable and saleable in the ordinary course of the Seller's business and
all of the raw materials and work in process inventory of the Seller reflected
on the Balance Sheet and all such inventories acquired since the Balance Sheet
Date can reasonably be expected to be consumed in the ordinary course of
business within a reasonable period of time. Section 2.10 of the Disclosure
Schedule is a summary of the Seller's inventory of finished goods, work in
process and raw materials as of January 31, 2003.

          Section 2.11.  Contracts.

          (a)    Section 2.11 of the Disclosure Schedule lists the following
agreements (written or oral) to which the Seller or any of its Affiliates is a
party as of the date of this Agreement that relate primarily to the Business:

          (i)    any agreement (or group of related agreements) for the lease of
personal property from or to third parties providing for lease payments;

          (ii)   any agreement (or group of related agreements) for the sale of
products or for the furnishing of services by the Seller;

                                      -12-



          (iii)  any agreement (or group of related agreements) under which it
has created, incurred, assumed, or guaranteed (or may create, incur, assume, or
guarantee) indebtedness (including capitalized lease obligations);

          (iv)   any agreement for the disposition of any significant portion of
the assets or business of the Seller (other than sales of products in the
Ordinary Course of Business) or any agreement for the acquisition of the assets
or business of any other entity (other than purchases of inventory or components
in the Ordinary Course of Business);

          (v)    any agreement concerning confidentiality or noncompetition;

          (vi)   any employment or consulting agreement;

          (vii)  any agreement under which the consequences of a default or
termination would reasonably be expected to have a Business Material Adverse
Effect;

          (viii) any agreement that contains any provisions requiring the Seller
to indemnify any other party;

          (ix)   any other agreement (or group of related agreements) either
involving more than $50,000 or not entered into in the Ordinary Course of
Business;

          (x)    any agreement concerning a partnership, joint venture,
strategic alliance, collaboration, agency, or distributorship; and

          (xi)   any profit sharing, stock option, stock purchase, stock
appreciation, deferred compensation, severance, or other plan or arrangement for
the benefit of its current or former directors, officers or employees, including
the APRA ("annual performance related award") arrangement to which Michael
Lampert is a party.

          (b)    The Seller has delivered to the Buyer a complete and accurate
copy of each agreement listed in Section 2.11 of the Disclosure Schedule. With
respect to each agreement so listed, except as set forth in such sections of the
Disclosure Schedule: (i) if such agreement is a legal, valid, binding, and
enforceable obligation of each party thereto other than the Seller, then such
agreement is a legal, valid, binding, and enforceable obligation of the Seller
(except in so far as enforceability may be limited by bankruptcy, insolvency, or
other similar laws affecting the enforcement of creditors' rights generally and
by general principles of equity); (ii) for those agreements to which the Seller
is a party, the agreement is assignable by the Seller to the Buyer without the
consent or approval of any party (except as set forth in Section 2.3 of the
Disclosure Schedule) and to the knowledge of the Seller, will continue to be
legal, valid, binding, and enforceable and in full force and effect immediately
following the Closing in accordance with the terms thereof as in effect
immediately prior to the Closing; and (iii) neither the Seller nor, to the
knowledge of the Seller, any other party is in breach or violation of, or
default under, any such agreement, and no event has occurred, is pending or, to
the knowledge of the Seller, is threatened, that, after the giving of notice,
with lapse of time, or otherwise, would

                                      -13-



constitute a breach or default by the Seller or, to the knowledge of the Seller,
any other party under such agreement.

          Section 2.12.  Litigation. Except as described in Section 2.12 of the
Disclosure Schedule, there is no Legal Proceeding that is pending or has to the
knowledge of the Seller been threatened against the Seller or any of its
Affiliates related to the Business that (a) seeks either damages in excess of
$50,000 or equitable relief or (b) in any manner challenges or seeks to prevent,
enjoin, alter, or delay the transactions contemplated by this Agreement. There
are no material judgments, orders, rulings, judgments, settlements, arbitration
awards or decrees outstanding against the Seller or any of its Affiliates
related to the Business.

          Section 2.13.  Employees.

          (a)    With respect to the Business Employees: (i) Section 2.13 of the
Disclosure Schedule contains a list of all employees, along with the position
and the hourly rate of compensation of each such person, and (ii) to the
knowledge of the Seller, no such employee has any plans to terminate employment
with the Seller (other than for the purpose of accepting employment with the
Buyer following the Closing) or not to accept employment with the Buyer.

          (b)    The Seller is a party to or bound by the collective bargaining
agreement pertaining to the Business as set forth in Section 2.13(b) of the
Disclosure Schedule. Except as described in Section 2.13(b) of the Disclosure
Schedule, the Seller is not now, and has not during the past two (2) years,
experienced any strikes, lockouts, work stoppages, work slowdowns or other such
concerted activity relating or pertaining to the Business.

          (c)    Except as described in Section 2.13(c) of the Disclosure
Schedule, neither the Seller nor any Affiliate has implemented a "plant closing"
or "mass layoff" with respect to the Business within the meaning of the Worker
Adjustment and Retraining Notification Act ("WARN Act"). Section 2.13(c) of the
Disclosure Schedule lists all employees connected to the Business who have
experienced, during the ninety (90) day period immediately preceding the Closing
Date, an "employment loss" within the meaning of the WARN Act.

          Section 2.14.  Employee Benefits. The Seller and each of its ERISA
Affiliates is in compliance with ERISA, except where the failure to so comply
would not, individually or in the aggregate, have a Business Material Adverse
Effect.

          (a)    The only Employee Benefit Plans maintained by, or contributed
to by the Seller or any ERISA Affiliate, for the benefit of employees or former
employees of the Business, including any multiemployer plan as defined in
Section 3(37) of ERISA, are those listed in Section 2.14 of the Disclosure
Schedule (the "Benefit Plans").

          (b)    The Seller and each of its ERISA Affiliates is in compliance
with ERISA, and those provisions of the Code applicable to the Benefit Plans,
except where the failure to so comply would not, individually, or in the
aggregate, have a Business Material Adverse Effect.

                                      -14-



          (c)    Without limiting the generality of Section 2.14(b) above, and
except as would not, individually or in the aggregate, be reasonably expected to
have a Business Material Adverse Effect:

          (i)    No asset of the Seller or any ERISA Affiliate, which is to be
acquired by Buyer pursuant to this Agreement, is subject to any lien under Code
section 401(a)(29), ERISA Section 302(f) or Code section 412(n), ERISA Section
4068 or arising out of any action filed under ERISA Section 4301(b).

          (ii)   Neither the Seller nor any ERISA Affiliate has incurred any
liability which could subject Buyer or any asset to be acquired by Buyer
pursuant to this Agreement to liability under Section 4062, 4063 or 4064 of
ERISA.

          (iii)  Neither the Seller nor any ERISA Affiliate is, or within the
seven years immediately preceding the date of this Agreement was, required to
contribute to any multiemployer plan with respect to employees of the Business,
within the meaning of Section 4001(a)(3) of ERISA. Neither the Seller nor any
Affiliate, while an Affiliate, has incurred any withdrawal liability with
respect to employees of the Business, within the meaning of Section 4201 of
ERISA, including any contingent liability under Section 4204 of ERISA, to any
multiemployer pension plan, which liability has not been fully paid as of the
date hereof.

          Section 2.15.  Environmental Matters. Except as set forth in Section
2.15 of the Disclosure Schedule:

          (a)    The Seller has complied and is in compliance with all
Environmental Laws applicable to the Business, except for violations of
Environmental Laws that, individually or in the aggregate, have not had and
would not reasonably be expected to have a Business Material Adverse Effect.

          (b)    The Seller does not have any liabilities or obligations
related in any way to the Business or past operations at or near the properties
subject to the Real Property Lease arising from the Release of any Materials of
Environmental Concern into the environment, except for liabilities or
obligations that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Business Material Adverse Effect.

          (c)    There is no pending or, to the knowledge of the Seller,
threatened civil or criminal litigation, notice of violation, formal
administrative proceeding, or investigation, inquiry, or information request by
any Governmental Entity, relating in any way to the Business or, to the
knowledge of the Seller, adjacent to any properties subject to Real Property
Leases, under any Environmental Law. The Seller is not a party to or bound by
any court order, administrative order, consent order, or other agreement between
the Seller and any Governmental Entity entered into in connection with any legal
obligation or liability arising under any Environmental Law, in each case
related in any way to the Business or, to the Seller's knowledge, adjacent to
any properties subject to Real Property Leases, which could reasonably be
expected to have a Business Material Adverse Effect.

                                      -15-



          (d)    Set forth in Section 2.15(d) of the Disclosure Schedule is a
list of all documents (whether in hard copy or electronic form) that contain any
environmental reports, investigations, and audits relating to the properties
subject to the Real Property Lease conducted by or on behalf of the Seller
during the past two years. A complete and accurate copy of each such document
has been provided to the Buyer.

          Section 2.16.  Legal Compliance. Except as set forth in Section 2.16
of the Disclosure Schedule, the Seller is currently conducting, and has at all
times since May 31, 1999 conducted, the Business in compliance with each
applicable law (including rules and regulations thereunder) of any federal,
state, local, or foreign government, or any Governmental Entity, except for any
violations or defaults that, individually or in the aggregate, have not had and
would not reasonably be expected to have a Business Material Adverse Effect.
Except as set forth in Section 2.16 of the Disclosure Schedule, the Seller has
not received any notice, citation, summons, order or communication from any
Governmental Entity alleging noncompliance with any law, rule, or regulation, no
complaint has been filed and served, no penalty has been assessed and notice
thereof given, and no investigation or review is pending or, to the knowledge of
the Seller, threatened with respect to the Business, by any Governmental Entity
with respect to any alleged (a) violation by the Seller of any law, ordinance,
rule, regulation or order, or (b) failure by the Seller to have any permit,
license or authorization required in connection with the conduct of or otherwise
applicable to the Business.

          Section 2.17.  Customers and Suppliers. Section 2.17 of the Disclosure
Schedule sets forth a list of (a) each customer that accounted for more than 1%
of the consolidated revenues of the Business during the last full fiscal year
and the amount of revenues accounted for by such customer during such period and
(b) each supplier that is the sole supplier of any significant product or
service to the Business. No purchase order or commitment of the Seller included
in the Assigned Contracts is in excess of normal requirements, nor are prices
provided therein in excess of current market prices for the products or services
to be provided thereunder.

          Section 2.18.  Permits. Section 2.18 of the Disclosure Schedule sets
forth a list of all Permits. Each such Permit is in full force and effect; the
Seller is in compliance with the terms of each such Permit (except for such
instances of noncompliance that, individually or in the aggregate, have not had
and would not reasonably be expected to have a Business Material Adverse
Effect); and, to the knowledge of the Seller, no suspension or cancellation of
such Permit is threatened and there is no basis for believing that such Permit
will not be renewable upon expiration.

          Section 2.19.  Government Contracts. With respect to the Business:

          (a)    The Seller has not been suspended or debarred from bidding on
contracts or subcontracts with any Governmental Entity; and, to the knowledge of
the Seller, no such suspension or debarment has been threatened or initiated.
Except for audits by the Defense Contract Audit Agency in the Ordinary Course of
Business and ongoing "spot" audits of procedures by resident Quality Assurance
Representatives of the Defense Contract Management Agency, the Seller is not now
being audited or investigated by the United States Government

                                      -16-



Accounting Office, the United States Department of Defense or any of its
agencies, the Defense Contract Audit Agency, the contracting or auditing
function of any Governmental Entity with which it is contracting, the United
States Department of Justice, the Inspector General of the United States
Governmental Entity, or any prime contractor with a Governmental Entity; and,
with the exceptions noted above and to the knowledge of the Seller, no such
audit or investigation has been threatened. To the knowledge of the Seller,
there is no valid basis for (i) the suspension or debarment of the Seller from
bidding on contracts or subcontracts with any Governmental Entity or (ii) any
claim (including any claim for return of funds to the Government) pursuant to an
audit or investigation by any of the entities named in the foregoing sentence.
The Seller has no agreements, contracts, or commitments which require it to
obtain or maintain a security clearance with any Governmental Entity.

          (b)    To the knowledge of the Seller, no basis exists for any of the
following with respect to any of its contracts or subcontracts with any
Governmental Entity: (i) a Termination for Default (as provided in 48 C.F.R.
Ch.1 Section 52.249-8, 52.249-9 or similar sections), (ii) a Termination for
Convenience (as provided in 48 C.F.R. Ch.1 Section52.241-1, 52.249-2 or similar
sections), or a Stop Work Order (as provided in 48 C.F.R. Ch.1 Section52.212-13
or similar sections); and the Seller has no reason to believe that funding may
not be provided under any contract or subcontract with any Governmental Entity
in the upcoming federal fiscal year.

          Section 2.20.  Accounts Receivable. All of the trade accounts and
notes receivable of the Business reflected on the Balance Sheet or acquired
after the date thereof and on or before the Closing Date represent amounts
receivable for merchandise actually delivered or services actually provided (or,
in the case of non-trade accounts or notes, represent amounts receivable in
respect of other bona-fide business transactions) net of reserves, have arisen
in the ordinary course of business, are not subject to any counterclaims or
offsets and have been billed and are generally due within 30 days after such
billing. Section 2.20 of the Disclosure Schedule sets forth (a) the total amount
of accounts receivable of Seller outstanding as of January 31, 2003 and (b) the
aging of such receivables based on the following schedule: 0-30 days, 31-60
days, 61-90 days, and over 90 days, from the due date thereof.

          Section 2.21.  Products Liability. Except as set forth on Section 2.21
of the Disclosure Schedule, there are no: (i) liabilities of the Seller or the
Business, fixed or contingent, asserted or, to the knowledge of the Seller,
unasserted, with respect to any product liability or any similar claim that
relates to any product manufactured by the Business on or prior to the Closing
Date; or (ii) liabilities of the Seller or the Business, fixed or contingent,
asserted or, to the knowledge of the Seller , unasserted, with respect to any
claim for the breach of any express or implied product warranty or any other
similar claim with respect to any product manufactured by the Business on or
prior to the Closing Date, other than standard warranty obligations (to replace,
repair or refund) in the ordinary course of the conduct of the Business, none of
which individually involves a claim for money, property or services in excess,
in the aggregate, of the amount specifically reserved therefor in the Balance
Sheet.

          Section 2.22.  Leased Property.

                                      -17-



          (a)    Section 2.22(a) of the Disclosure Schedule is an accurate
description of the lease pursuant to which the Seller leases or subleases any
real property or interest therein in relation to the Business (the "Real
Property Lease"). The Seller is the lessee under the Real Property Lease, and no
party other than the Seller has any right to possession, occupancy or use of the
property demised under the Real Property Lease. A true and correct copy of the
Real Property Lease has been delivered to Buyer, together with all amendments
and modifications thereto, and all subordination, non-disturbance and/or
attornment agreements related thereto, and no changes have been made thereto
since the date of delivery. The Real Property Lease is valid and in full force
and effect and is binding and enforceable in accordance with its terms. Except
as set forth in Section 2.22(a) of the Disclosure Schedule, there are no
existing defaults under any provision of the Real Property Lease, and no event
has occurred which (with or without notice, lapse of time or both) would
constitute a default thereunder.

          (b)    Except as set forth in Section 2.22(b) of the Disclosure
Schedule, the Seller is in actual possession of the property demised under the
Real Property Lease. The Seller has good, valid and indefeasible title to all
the leasehold estates conveyed under the Real Property Lease free and clear of
all Encumbrances, including, without limitation, leases, subleases, rights of
occupancy, chattel mortgages, conditional sales contracts, deed restrictions,
collateral security arrangements and other title or interest retention
arrangements, and are not, with respect to the property demised under the Real
Property Lease, subject to any rights of way, building use restrictions,
exceptions, variances, reservations or limitations of any nature whatsoever
except Permitted Encumbrances. To the knowledge of the Seller, except as
disclosed on Section 2.22(b) of the Disclosure Schedule, no portion of any of
the improvements erected by or under the direction of the Seller on the
properties demised under the Real Property Lease encroaches on adjoining
property or public streets, and no portion of the property demised under the
Real Property Lease are, or have been, subjected to an ad valorem tax valuation
such that a change in ownership or use (whether now existing or in the future)
has caused or will cause additional ad valorem taxes to be imposed upon the
properties demised under the Real Property Lease.

          (c)    Except as set forth in Section 2.22(c) of the Disclosure
Schedule, the basic rent and all additional rent payable under the Real Property
Lease have been paid to date and not more than one (1) month in advance. All
work required to be performed under the Real Property Lease by the landlords
thereunder or by the Seller has been performed, and, to the extent that the
Seller is responsible for payment of such work, has been fully paid for, whether
directly to the contractor performing such work or to such landlord as
reimbursement therefor, except for items which the Seller is disputing in good
faith (which items are set forth in Section 2.22 of the Disclosure Schedule).

          Section 2.23.  Related Party Transactions. Except as disclosed in
Section 2.23 of the Disclosure Schedule, no Related Party as of the date hereof:
(i) has any contractual or other claim, express or implied, or of any kind
whatsoever against the Business or any of the Acquired Assets; (ii) has any
interest in the Business or any of the Acquired Assets; or (iii) is engaged in
any other transaction with or in respect of the Business or any of the Acquired
Assets.

                                      -18-



          Section 2.24.  Insurance. With respect to the Business, neither the
Seller nor any of its Affiliates has been refused any property and casualty
insurance, nor have any of its coverages been limited by any insurance carrier
to which it has applied for insurance or with which has carried insurance during
the last two years.

          Section 2.25.  Disclosure. There is no fact or series of facts known
to the Seller that has specific application to the Business (other than general
economic or industry conditions) and that materially adversely affects or, as
far as the Seller can reasonably foresee, materially threatens, the assets,
business, prospects, financial condition, or results of the Business that has
not been disclosed in this Agreement or the Disclosure Schedule. For purposes of
this Section, a fact or series of facts shall not be deemed (1) to materially
affect the assets, business, prospects, financial condition, or results of the
Business unless, on the date hereof or on the Closing Date, as the case may be,
its impact on the assets, business, prospects, financial condition, or results
of the Business is reasonably estimated to exceed $750,000, or (2) to materially
threaten the assets, business, prospects, financial condition, or results of the
Business unless, on the date hereof or on the Closing Date, as the case may be,
its impact on the assets, business, prospects, financial condition, or results
of the Business is reasonably estimated to exceed $750,000.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller as follows:

          Section 3.1.   Organization and Corporate Power. The Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware. The Buyer has all requisite corporate power and
authority to carry on the businesses in which it is engaged and to own and use
the properties owned and used by it.

          Section 3.2.   Authorization of the Transaction. The Buyer has all
requisite power and authority to execute and deliver this Agreement and the
Ancillary Agreements and to perform its obligations hereunder and thereunder.
The execution, delivery, and performance by the Buyer of this Agreement and the
Ancillary Agreements and the consummation by the Buyer of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary corporate action on the part of the Buyer. This Agreement has been
duly and validly executed and delivered by the Buyer and constitutes, and each
of the Ancillary Agreements, upon its execution and delivery by the Buyer, will
constitute, a valid and binding obligation of the Buyer, enforceable against the
Buyer in accordance with its terms.

          Section 3.3.   Noncontravention. Except as set forth on Section 3.3 of
the Disclosure Schedule, neither the execution and delivery by the Buyer of this
Agreement or the Ancillary Agreements, nor the consummation by the Buyer of the
transactions contemplated hereby or thereby, will (a) conflict with or violate
any provision of the Certificate of Incorporation or by-laws of the Buyer, (b)
require on the part of the Buyer any filing with, or permit, authorization,
consent, or approval of, any Governmental Entity, (c) conflict with, result

                                      -19-



in breach of, constitute (with or without due notice or lapse of time or both) a
default under, result in the acceleration of obligations under, create in any
party any right to terminate, modify, or cancel, or require any notice, consent,
or waiver under, any contract or instrument to which the Buyer is a party or by
which it is bound or to which any of its assets is subject, except for (i) any
conflict, breach, default, acceleration, termination, modification or
cancellation which would not adversely affect the consummation of the
transactions contemplated hereby or (ii) any notice, consent or waiver the
absence of which would not adversely affect the consummation of the transactions
contemplated hereby, or (d) violate any order, writ, injunction, decree,
statute, rule, or regulation applicable to the Buyer or any of its properties or
assets.

          Section 3.4.   Broker's Fees. Neither the Buyer nor any Affiliate has
any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this
Agreement.

                                   ARTICLE IV

                              PRE-CLOSING COVENANTS

          Section 4.1.   Closing Efforts. Each of the Parties shall use its
Reasonable Best Efforts to take all actions and to do all things necessary,
proper, or advisable to consummate the transactions contemplated by this
Agreement, including using its Reasonable Best Efforts to ensure that (i) its
representations and warranties remain true and correct in all material respects
through the Closing Date and (ii) the conditions to the obligations of the other
Party to consummate the transactions contemplated by this Agreement are
satisfied.

          Section 4.2.   Governmental and Third-Party Notices and Consents.

          (a)    Each Party shall use its Reasonable Best Efforts to obtain, at
its expense, all waivers, permits, consents, approvals, or other authorizations
from Governmental Entities, and to effect all registrations, filings, and
notices with or to Governmental Entities, as may be required for such Party to
consummate the transactions contemplated by this Agreement and to otherwise
comply with all applicable laws and regulations in connection with the
consummation of the transactions contemplated by this Agreement.

          (b)    The Parties agree that neither Party is under any obligation to
defend against any suits, actions or proceedings, judicial or administrative,
challenging this Agreement or the Ancillary Agreements or the consummation of
the transactions contemplated hereby or thereby, including actions seeking to
vacate or reverse any temporary restraining order, preliminary injunction or
other legal restraint or prohibition entered or imposed by any court or other
Governmental Entity or any such actions or proceedings commenced by any
Governmental Entity in respect of the antitrust, competition, merger control or
similar laws, rules or regulations.

          (c)    The Seller shall use its Reasonable Best Efforts to obtain, at
its expense, all such waivers, consents, or approvals from third parties, and to
give all such notices to third parties, as are required to be listed in the
Disclosure Schedule.

                                      -20-



          (d)    If (i) any of the Assigned Contracts or other assets or rights
constituting Acquired Assets may not be assigned and transferred by the Seller
to the Buyer (as a result of either the provisions thereof or applicable law)
without the consent or approval of a third party, (ii) the Seller, after using
its Reasonable Best Efforts, is unable to obtain such consent or approval prior
to the Closing, and (iii) the Closing occurs nevertheless, then (A) such
Assigned Contracts and/or other assets or rights shall not be assigned and
transferred by the Seller to the Buyer at the Closing and the Buyer shall not
assume the Seller's liabilities or obligations with respect thereto at the
Closing, (B) the Seller shall continue to use its Reasonable Best Efforts to
obtain the necessary consent or approval as soon as practicable after the
Closing, (C) upon the obtaining of such consent or approval, the Buyer and the
Seller shall execute such further instruments of conveyance (in substantially
the form executed at the Closing) as may be necessary to assign and transfer
such Assigned Contracts and/or other assets or rights (and the associated
liabilities and obligations of the Seller) to the Buyer, (D) from and after the
Closing until the assignment of each such Assigned Contract pursuant to clause
(C) above, the Seller shall hold such assets or rights in trust for the Buyer
and shall at the request and expense and under the direction of the Buyer take
all such action necessary or proper in order that such assets or rights of the
Buyer are preserved, (E) the Buyer shall perform and fulfill, on a subcontractor
basis, the obligations of the Seller to be performed under such Assigned
Contract, and the Seller shall promptly remit to the Buyer all payments received
by it under such Assigned Contract for services performed during such period,
and (F) the Buyer shall indemnify and hold harmless the Seller against all
liabilities, obligations and expenses arising in connection with the Assigned
Contracts, except to the extent such obligations (X) are due to the breach or
default by Seller prior to the Closing Date or (Y) relate to goods or services
received by the Business prior to the Closing Date.

          Section 4.3.   Operation of Business. Except as contemplated by this
Agreement, during the period from the date of this Agreement to the Closing, the
Seller shall conduct the Business in the Ordinary Course of Business and in
compliance with all applicable laws and regulations and, to the extent
consistent therewith, use its Reasonable Best Efforts to preserve intact the
Business's current business organization, keep the Business's physical assets in
good working condition, keep available the services of the Business's current
officers and employees and preserve the Business's relationships with customers,
suppliers, and others having business dealings with it. Without limiting the
generality of the foregoing, prior to the Closing, the Seller shall not, without
the written consent of the Buyer:

          (a)    (except for normal increases in the Ordinary Course of
Business) increase in any manner the compensation or fringe benefits of, or
materially modify the employment terms of, any Business Employee, or pay any
bonus or other benefit to any Business Employee, except for normal increases in
the Ordinary Course of Business and changes to the terms and conditions of
employment of such persons based on performance, merit, and suitability for
advancement;

          (b)    acquire, sell, lease, license, or dispose of any assets or
property used primarily in the Business, other than purchases and sales of
inventory in the Ordinary Course of

                                      -21-



Business;

          (c)    mortgage or pledge any of the property or assets used primarily
in the Business or subject any such property or assets to any Encumbrance, other
than Permitted Encumbrances;

          (d)    enter into, amend, terminate, take, or omit to take any action
that would constitute a violation of or default under, or waive any rights
under, any contract or agreement of a nature required to be listed in Section
2.11 or Section 2.13 of the Disclosure Schedule;

          (e)    take any action or fail to take any action permitted by this
Agreement with the knowledge that such action or failure to take action would
result in (i) any of the representations and warranties of the Seller set forth
in this Agreement becoming untrue or (ii) any of the conditions to the Closing
set forth in Article V not being satisfied; or

          (f)    agree in writing or otherwise to take any of the foregoing
actions.

          Section 4.4.   Access to Information. From the date hereof to the
Closing, the Seller shall permit representatives of the Buyer to have full
access (at all reasonable times, and in a manner so as not to interfere with the
normal business operations of the Seller) to all premises, properties,
financial, tax and accounting records (including the work papers of the Seller's
independent accountants), contracts, other records and documents, and personnel,
of or pertaining to the Business for the purpose of performing such inspections
and tests as the Buyer deems necessary or appropriate.

          Section 4.5.   Notice of Breaches.

          (a)    From the date of this Agreement until the Closing, the Seller
shall promptly deliver to the Buyer supplemental information concerning events
or circumstances occurring subsequent to the date hereof that would render any
representation, warranty, or statement in this Agreement or the Disclosure
Schedule inaccurate or incomplete in any material respect at any time after the
date of this Agreement until the Closing. No such supplemental information shall
be deemed to avoid or cure any misrepresentation or breach of warranty or
constitute an amendment of any representation, warranty, or statement in this
Agreement or the Disclosure Schedule; provided that if such supplemental
information relates to an event or circumstance occurring subsequent to the date
hereof in the Ordinary Course of Business (without breach of Section 4.3) and if
the Buyer would have the right to terminate this Agreement pursuant to Section
8.1(b) as a result of the information so disclosed (and, Seller shall confirm in
writing Buyer's right to terminate this Agreement with respect thereof) and it
does not exercise such right prior to the Closing, then such supplemental
information shall constitute an amendment of the representation, warranty, or
statement to which it relates for purposes of Article VI of this Agreement.

          (b)    From the date of this Agreement until the Closing, the Buyer
shall promptly deliver to the Seller supplemental information concerning events
or circumstances

                                      -22-



occurring subsequent to the date hereof that would render any representation or
warranty in this Agreement inaccurate or incomplete in any material respect at
any time after the date of this Agreement until the Closing. No such
supplemental information shall be deemed to avoid or cure any misrepresentation
or breach of warranty or constitute an amendment of any representation or
warranty in this Agreement; provided that if such supplemental information
relates to an event or circumstance occurring subsequent to the date hereof in
the Ordinary Course of Business and if the Seller would have the right to
terminate this Agreement pursuant to Section 8.1(c) as a result of the
information so disclosed (and, Buyer shall confirm in writing Seller's right to
terminate this Agreement with respect thereof) and it does not exercise such
right prior to the Closing, then such supplemental information shall constitute
an amendment of the representation or warranty to which it relates for purposes
of Article VI of this Agreement.

          Section 4.6.   Bulk Transfers Law. The Buyer and the Seller each
hereby waive compliance with the provisions of any applicable bulk transfers
statute.

          Section 4.7.   Agreed Records. Prior to the Closing Date, the Parties
shall work together cooperatively and in good faith to determine what books and
records relating to the Business are to be physically delivered to the Buyer at
the Closing (such records, the "Agreed Records").

          Section 4.8.   2002 Financial Statements. On or before February 24,
2003, Seller shall deliver to Buyer (i) the audited balance sheet of the
Business as of December 31, 2002 and (ii) the related audited statements of
income and retained earnings and cash flows for the year ended December 31, 2002
(clauses (i) and (ii), collectively the "2002 Financial Statements"). The 2002
Financial Statements (i) are true and correct in all material respects, (ii)
were prepared in accordance with GAAP (except as otherwise noted therein), (iii)
present fairly the financial position, results of operations and cash flows of
the Business as of such dates and for the periods then ended and (iv) conform to
the requirements of Regulation S-X of the Securities and Exchange Commission.

                                   ARTICLE V

                              CONDITIONS TO CLOSING

          Section 5.1.   Conditions to Obligations of the Buyer. The obligation
of the Buyer to consummate the transactions contemplated by this Agreement to be
consummated at the Closing is subject to the satisfaction of the following
conditions (any or all of which may be waived by the Buyer in whole or in part):

          (a)    the Seller shall have obtained at its own expense (and shall
have provided copies thereof to the Buyer) all of the waivers, permits,
consents, approvals, or other authorizations, and effected all of the
registrations, filings, and notices, referred to in Section 4.2 that are
required on the part of the Seller, except for any the failure of which to
obtain or effect would not, individually or in the aggregate, have a material
adverse effect on the right of the Buyer to own, operate, or control the
Acquired Assets following the Closing or on the ability of

                                      -23-



the Parties to consummate the transactions contemplated by this Agreement;
provided, however, that the Parties agree that the failure to obtain any and all
consents required by the Siemens Contract and the Real Property Lease would have
a material adverse effect on the right of the Buyer to own, operate, or control
the Acquired Assets following the Closing;

          (b)    the representations and warranties of the Seller set forth in
this Agreement shall be true and correct as of the date of this Agreement and
shall be true and correct as of the Closing as though made as of the Closing,
except to the extent that the inaccuracy of any such representation or warranty
is the result of events or circumstances occurring subsequent to the date of
this Agreement and any such inaccuracies, individually or in the aggregate,
would not have a material adverse effect on the right of the Buyer to own,
operate, or control the Acquired Assets or the Business following the Closing or
on the ability of the Parties to consummate the transactions contemplated by
this Agreement (it being agreed that any materiality qualifications in
particular representations and warranties shall be disregarded in determining
whether any such inaccuracies would have such a material adverse effect for
purposes of this Section 5.1(b));

          (c)    the Seller shall have performed or complied in all material
respects with its agreements and covenants required to be performed or complied
with under this Agreement as of or prior to the Closing;

          (d)    no Legal Proceeding shall be pending wherein an unfavorable
judgment, order, decree, stipulation, or injunction would (i) prevent
consummation of the transactions contemplated by this Agreement, (ii) cause the
transactions contemplated by this Agreement to be rescinded following
consummation, or (iii) affect adversely the right of the Buyer to own, operate,
or control any of the Acquired Assets, or to conduct the Business, following the
Closing, and no such judgment, order, decree, stipulation, or injunction shall
be in effect;

          (e)    the Seller shall have delivered to the Buyer the Seller
Certificate;

          (f)    the Seller shall have delivered to the Buyer an update, as of
the date immediately prior to the Closing Date, of each list contained in the
Disclosure Schedule that lists or describes Acquired Assets (including the lists
set forth in Sections 1.1(a), 2.7(c), 2.8, 2.9, 2.11, and 2.18 of the Disclosure
Schedule), such update to be effective as contemplated by Section 4.5(a) hereof;

          (g)    the Seller shall have delivered to the Buyer documents
evidencing the release or termination of all Encumbrances on the Acquired
Assets, and copies of filed UCC termination statements with respect to all UCC
financing statements evidencing Encumbrances, other than Encumbrances that are
listed in Section 2.7 of the Disclosure Schedule under the heading "Permitted
Encumbrances";

          (h)    the Seller shall have executed and delivered to the Buyer each
of the Ancillary Agreements;

          (i)    the Seller shall have executed and delivered to the Buyer a
FIRPTA

                                      -24-



Certificate;

          (j)    the Buyer shall have received such other certificates and
instruments (including a certificate of good standing of the Seller in its
jurisdiction of organization, and certificates as to the incumbency of officers
and the adoption of authorizing resolutions) as it shall reasonably request in
connection with the Closing;

          (k)    the Acquired Assets are in good operating condition and repair,
other than repairs and maintenance necessary to operate the Acquired Assets and
conduct the Business that in the aggregate for all such Acquired Assets would
not exceed $500,000;

          (l)    the International Union of United Automobile, Aerospace and
Agricultural Implement Workers of America ("UAW") shall have expressed a
willingness to extend the current Memorandum of Understanding contained in the
UAW collective bargaining agreement with respect to unionized employees of the
Business;

          (m)    the Seller shall have delivered to Buyer a written opinion,
dated as of the Closing Date, of Krieg DeVault LLP, in form and substance
reasonably satisfactory to Buyer and its counsel; and

          (n)    the Seller shall have delivered to Buyer the 2002 Financial
Statements.

          Section 5.2.   Conditions to Obligations of the Seller. The obligation
of the Seller to consummate the transactions contemplated by this Agreement to
be consummated at the Closing is subject to the satisfaction of the following
conditions (any or all of which may be waived by the Seller in whole or in
part):

          (a)    the representations and warranties of the Buyer set forth in
this Agreement shall be true and correct as of the date of this Agreement and
shall be true and correct as of the Closing as though made as of the Closing;

          (b)    the Buyer shall have performed or complied in all material
respects with its agreements and covenants required to be performed or complied
with under this Agreement as of or prior to the Closing;

          (c)    no Legal Proceeding shall be pending wherein an unfavorable
judgment, order, decree, stipulation, or injunction would (i) prevent
consummation of the transactions contemplated by this Agreement or (ii) cause
the transactions contemplated by this Agreement to be rescinded following
consummation;

          (d)    the Seller shall have obtained all of the waivers, permits,
consents, approvals, or other authorizations, and effected all of the
registrations, filings, and notices, referred to in Section 4.2 that are
required on the part of the Seller, except for any the failure of which to
obtain or effect would not, individually or in the aggregate, have a material
adverse

                                      -25-



effect on the Buyer following the Closing or on the ability of the Parties to
consummate the transactions contemplated by this Agreement;

          (e)    the Buyer shall have delivered to the Seller the Buyer
Certificate;

          (f)    the Buyer shall have delivered to Seller a written opinion,
dated as of the Closing Date, of Dechert, in form and substance reasonably
satisfactory to Seller;

          (g)    the Buyer shall have executed and delivered to the Seller each
of the Ancillary Agreements; and

          (h)    the Seller shall have received such other certificates and
instruments (including a certificate of good standing of the Buyer in its
jurisdiction of organization and certificates as to the incumbency of officers
and the adoption of authorizing resolutions) as it shall reasonably request in
connection with the Closing.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

          Section 6.1.   Disclaimer of Warranties; No Other Representations or
Warranties.

          (a)    EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, ANY ANCILLARY
AGREEMENT, OR ANY OTHER AGREEMENT OR INSTRUMENT (INCLUDING THE BUYER CERTIFICATE
AND SELLER CERTIFICATE) DELIVERED HERETO OR THERETO, NONE OF THE SELLER OR ANY
AFFILIATE: (1) MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED
(INCLUDING THOSE REFERRED TO IN SECTION 2-312 OF THE INDIANA UNIFORM COMMERCIAL
CODE OR IN ANY STATUTE APPLICABLE TO REAL PROPERTY), OR (2) MAKES ANY
REPRESENTATION OR WARRANTY AS TO THE CONDITION OF ANY REAL PROPERTY,
IMPROVEMENTS TO REAL PROPERTY, OR FIXTURES, OR (3) MAKES ANY WARRANTY OF
MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY,
WITH RESPECT TO ANY OF THE TANGIBLE ASSETS BEING TRANSFERRED PURSUANT TO THIS
AGREEMENT, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT. EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT, ANY ANCILLARY AGREEMENT, OR ANY OTHER AGREEMENT OR INSTRUMENT
(INCLUDING THE BUYER CERTIFICATE AND SELLER CERTIFICATE) DELIVERED HERETO OR
THERETO, THE SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, AND ALL
SUCH PROPERTY, INCLUDING THE FACILITY ON THE LEASED REAL PROPERTY, IS BEING
TRANSFERRED ON AN "AS IS, WHERE IS" BASIS.

          (b)    The Seller shall not be deemed to have made any representation
or warranty to the Buyer other than as expressly set forth in this Agreement.

                                      -26-



          Section 6.2.   Sharing of Data.

          (a)    The Seller shall have the right for a period of three years
following the Closing Date to have reasonable access during normal working hours
to such books, records, and accounts, including financial and tax information,
correspondence, production records, employment records, and other records that
are transferred to the Buyer pursuant to the terms of this Agreement for the
limited purposes of concluding its involvement in the Business and for complying
with its obligations under applicable securities, tax, environmental,
employment, or other laws and regulations; provided, that the aforementioned
right with respect to tax-related information shall continue for a period of six
years. The Buyer shall have the right for a period of three years following the
Closing Date to have reasonable access to those books, records, and accounts,
including financial and accounting records (including the work papers of the
Seller's independent accountants), tax records, correspondence, production
records, employment records, and other records that are retained by the Seller
pursuant to the terms of this Agreement to the extent that any of the foregoing
is needed by the Buyer for the purpose of conducting the Business after the
Closing and complying with its obligations under applicable securities, tax,
environmental, employment, or other laws and regulations; provided, that the
aforementioned right with respect to tax-related information shall continue for
a period of six years. Neither the Buyer nor the Seller shall destroy any such
books, records, or accounts retained by it without first providing the other
Party with the opportunity to obtain or copy such books, records, or accounts at
such other Party's expense.

          (b)    Promptly upon request by the Buyer made at any time following
the Closing Date, the Seller shall authorize the release to the Buyer of all
files pertaining to the Seller, the Acquired Assets or the business or
operations of the Seller held by any federal, state, county or local
authorities, agencies, or instrumentalities.

          Section 6.3.   Tax Matters.

          (a)    Except to the extent Taxes are Assumed Liabilities, Seller
shall be liable for and shall pay all Taxes (whether assessed or unassessed)
applicable to the Business and the Acquired Assets, in each case attributable to
periods (or portions thereof) ending on or prior to the Closing Date. The Buyer
shall be liable for and shall pay all Taxes (whether assessed or unassessed)
applicable to the Business and the Acquired Assets, in each case attributable to
periods (or portions thereof) beginning after the Closing Date and all Taxes
that are Assumed Liabilities. For purposes of this paragraph (a), any period
beginning before and ending after the Closing Date shall be treated as two
partial periods, one ending on the Closing Date and the other beginning after
the Closing Date except that Taxes (such as property Taxes) imposed on a
periodic basis shall be allocated on a daily basis.

          (b)    The Seller or the Buyer, as the case may be, shall provide
reimbursement for any Tax paid by one party all or a portion of which is the
responsibility of the other party in accordance with the terms of this Section
6.3. Within a reasonable time prior to the payment of any said Tax, the party
paying such Tax shall give notice to the other party of the Tax payable and the
portion that is the liability of each party, although failure to do so will not
relieve the

                                      -27-



other party from its liability hereunder. Real property, personal property and
similar ad valorem Taxes shall be accrued as of the end of the Closing Date and
an adjustment shall be made to the Closing Payment Amount and the Initial Sales
Price to reflect such accruals and, if applicable, related prepaid Taxes.

          (c)    Buyer and Seller shall agree upon an allocation of the Initial
Sale Price (and all other items properly included in "consideration," as
described in Treasury Regulation 1.1060-1(c)(1), including the Earnout Payment)
for purposes of Taxes among the Acquired Assets in a manner consistent with the
principles set forth on Section 6.3 of the Disclosure Schedule (the
"Allocation"), as follows. Within ninety (90) calendar days following the
Closing Date (or, if later, within 30 days following the determination of the
Initial Sale Price pursuant to Section 1.6(b)), Buyer shall deliver to Seller a
draft schedule setting forth the Allocation (the "Allocation Schedule") prepared
in a manner consistent with Section 6.3 of the Disclosure Schedule. If there is
any dispute concerning the Allocation Schedule, Seller shall notify Buyer within
thirty (30) calendar days after receiving the Allocation Schedule. Buyer and
Seller shall attempt to resolve such dispute and if they have not done so within
thirty (30) calendar days after Seller provides notice of such dispute, all
unresolved items shall be submitted to the Accountant, who shall resolve all
such disputed items within thirty (30) calendar days, which resolution shall be
final and binding upon the parties. Buyer and Seller agree to act in accordance
with the final Allocation in the preparation and filing of all Tax Returns
(including, without limitation, filing Form 8594 or any supplements thereto with
their United States federal income Tax Returns for the taxable year that
includes the Closing Date) and in the course of any Tax audit relating thereto
and take no position and cause their Affiliates to take no position inconsistent
with the Allocation.

          (d)    Buyer and Seller each agree, with respect to persons who may be
employed by both of them for the calendar year that includes the Closing Date,
to follow the Standard Procedure set forth in Revenue Procedure 96-60, 1996-2
C.B. 399, whereby Seller shall be responsible for employment tax reporting for
such persons for all times during which they were employed by Seller.

          (e)    Seller shall deliver to Buyer at Closing a certificate prepared
and executed by Seller in accordance with section 1445 of the Code and the
regulations thereunder to the effect that Seller is not a foreign person (a
"FIRPTA Certificate").

          Section 6.4.   Cooperation in Litigation. From and after the Closing
Date, each Party shall fully cooperate with the other in the defense or
prosecution of any litigation or proceeding already instituted or which may be
instituted hereafter against or by such other Party relating to or arising out
of the conduct of the Business of the Seller or the Buyer prior to or after the
Closing Date (other than litigation or proceedings among the Parties and/or
their Affiliates arising out the transactions contemplated by this Agreement).
The Party requesting such cooperation shall pay the reasonable out-of-pocket
expenses incurred in providing such cooperation (including legal fees and
disbursements) by the Party providing such cooperation and by its officers,
directors, employees, and agents, but shall not be responsible for reimbursing

                                      -28-



such Party or its officers, directors, employees, and agents, for their time
spent in such cooperation.

          Section 6.5.   Employee and Employee Benefit Matters.

          (a)    Section 6.5 of the Disclosure Schedule contains a list of the
employees of the Seller to whom the Buyer intends to extend offers of employment
(the "Business Employees").

          (b)    Effective as of the Closing, the Seller shall terminate the
employment of each of the Business Employees whose terms and conditions of
employment are not the subject of a collective bargaining agreement. Buyer shall
offer employment to each such employee, terminable at the will of the Buyer,
with initial compensation and benefits substantially equivalent, in the
aggregate, to the compensation and benefits provided to such Business Employees
by Seller and its ERISA Affiliates as of the date of this Agreement.

          (c)    Effective as of the Closing, Seller shall terminate the
employment of each of the Business Employees whose terms and conditions of
employment are subject to a collective bargaining agreement. Buyer shall offer
employment to each such employee on the terms and conditions specified by the
collective bargaining agreement between Seller and UAW applicable to the
Facility, and shall provide initial compensation and benefits as provided by the
provisions of such collective bargaining agreement applicable to the Facility.

          (d)    The Seller hereby consents to the hiring by the Buyer of any
employees terminated pursuant to Sections 6.5(b) and (c) and waives, with
respect to the employment by the Buyer of such employees, any claims or rights
the Seller may have against the Buyer or any such employee under any
non-competition, confidentiality, or employment agreement.

          (e)    The parties recognize that the Business Employees are employees
at will of the Seller, and nothing herein shall require the Seller to continue
to employ such persons or to procure a replacement for any such person if he or
she terminates his or her employment with the Seller. The intent of this
provision is to permit the Seller to manage the Business in its reasonable
business judgment from the date hereof through the Closing and to hire, fire,
retain, and otherwise manage the Business Employees through the first date on
which the Buyer has a facility operational in Evansville, Indiana.

          (f)    The Buyer shall provide each Business Employee with credit for
all service with the Seller for purposes of determining eligibility to
participate, vesting or qualification or eligibility for any benefit or
privilege (including vacation) based on length of service under any Buyer
benefit plan (but excluding determining benefit accruals under any Buyer benefit
plan that is a defined benefit plan as defined under Section 3(35) of ERISA).

          (g)    Seller agrees to indemnify and hold harmless Buyer and its
ERISA Affiliates from and with respect to any and all claims, liabilities,
losses, damages, costs and expenses, including without limitation the reasonable
fees and disbursements of counsel arising

                                      -29-



out of the employment, or failure to employ, in the Business any individual by
Seller or any ERISA Affiliate for any period ending on or before the Closing
Date or arising out of any employee benefit plan or arrangement maintained by
Seller or any ERISA Affiliate.

          (h)    Buyer agrees to indemnify and hold harmless Seller and its
ERISA Affiliates from and with respect to any and all claims, liabilities,
losses, damages, costs and expenses, including without limitation the reasonable
fees and disbursements of counsel arising out of the employment, or failure to
employ, any individual by Buyer for any period after the Closing Date or arising
out of any employee benefit plan or arrangement maintained by Buyer after the
Closing Date.

          Section 6.6.   Receivables. The Seller shall assist the Buyer with the
collection of the accounts receivable generated prior to the Closing Date that
relate to the Business. If the Seller shall receive any remittance from or on
behalf of any person with respect to any such receivable, the Seller shall
endorse such remittance to the order of the Buyer and forward it to the Buyer
immediately upon receipt thereof.

          Section 6.7.   Non-Competition.

          (a)    In consideration of the Initial Sale Price and in order that
Buyer may enjoy the full benefits of the business, Seller covenants and agrees
that neither Seller nor any of Seller's Affiliates shall directly or indirectly
(i) for ten (10) years after the Closing Date own, manage, operate, join,
control or participate in the ownership, management, operation or control of, or
be connected as an officer, director, employee, stockholder, partner or
otherwise with, the business of selling, manufacturing or marketing industrial
gas turbine transitional ducts, AMNS panels or nozzle liners anywhere in the
world, or (ii) for three (3) years after the Closing Date solicit, interfere
with or attempt to entice away from Buyer or its Affiliates, any Business
Employee, or (iii) for one (1) year after the Closing Date employ or retain as a
consultant any Business Employee, or (iv) for three (3) years after the Closing
Date solicit, interfere with or attempt to entice away from Buyer or its
Affiliates, any person, firm or corporation which has been during the two-year
period ending on the Closing Date or is a customer of Buyer or Seller in
connection with the Business. Ownership of not more than 2% of the outstanding
stock of any publicly traded company shall not be a violation of this Section
6.7 so long as Seller and its Affiliates do not participate in the management of
such company.

          (b)    The parties acknowledge and agree that the restrictions and
covenants contained in this section are reasonable in view of the nature of the
Business. Notwithstanding anything contained herein to the contrary, if the
scope of any restriction or covenant, or the period thereof, contained in this
section is found by a court of competent jurisdiction to be too broad to permit
enforcement of such restriction or covenant to its full extent, then such
restriction or covenant shall be deemed to be modified to the extent necessary
in order that any such provision or portion thereof shall be legally enforceable
to the maximum extent permitted by law, and further agree that if any part of
this Section 6.7 shall be so found or deemed unreasonable, unlawful or
unenforceable, such unenforceability shall not affect the remaining portions of
this Section 6.7, which shall be fully enforced; and the parties do further
agree that

                                      -30-



any court of competent jurisdiction shall, and the Parties do hereby expressly
authorize, require and empower any court of competent jurisdiction to, enforce
any such provision or portion thereof in order that any such provision or
portion thereof shall be enforced to the fullest extent permitted by applicable
law.

          (c)    Each Party agrees that the other Party will suffer irreparable
damage and harm and will not have an adequate remedy at law in the event of any
breach by it of any covenant of this Agreement. Accordingly, in the event of
such a breach or of a threatened or attempted breach, in addition to all other
remedies to which the applicable Party is entitled to at law, the non-breaching
Party shall be entitled to a temporary and permanent injunction (without the
necessity of showing any actual damage) or a decree of specific performance of
the provisions hereof, and no bond or other security shall be required in that
connection. The remedies described in this Section shall not be exhaustive and
shall be in addition to all other remedies that the Buyer may have at law, in
equity or otherwise.

          Section 6.8.   Product Warranty Liability. Seller represents to Buyer
that the Balance Sheet contains a reserve for Product Warranty Claims in the
amount of $50,000 which the Seller believes is sufficient for paying the cost of
Product Warranty Claims as the Closing Date. The term "Product Warranty Claims"
shall mean any claim by an owner or user of products of the Business, or other
party having the right to such claim, for breach of warranty, or product defects
in respect of any products shipped by the Business, prior to the Closing Date,
relating to deficiencies in design, materials, or workmanship, or material
failure to perform as represented by the Business (including compliance with
OSHA, or initial EPA tests, or rated capacity of the product). In the event any
Product Warranty Claim is asserted [after the Closing Date], Buyer shall use its
reasonable efforts to perform the services or supply replacements required under
the applicable product warranty. Buyer shall be responsible for all costs
incurred by Buyer in respect of Product Warranty Claims of the Business up to an
aggregate amount of $50,000 (the "Warranty Maximum") and Seller shall be
responsible for, and reimburse Buyer for, all reasonable costs incurred by Buyer
in respect of Product Warranty Claims in excess of the Warranty Maximum subject
to the limitations of Section 7.5.

          Section 6.9.   Post Closing. Buyer may use the materials located at
the Business on the Closing Date which contain the Seller's name, including
manuals, sales literature, purchase orders, packaging, shipping materials and
invoices, for a period of 30 days after Closing; provided, however, that Buyer
shall replace such materials as soon as possible with materials not including
the Seller's name. No advertising containing the Seller's name may be conducted
by Buyer after Closing and all signage containing the Seller's name at the
Business shall be changed within five days after Closing. Seller shall, if
requested by the Buyer, supply the same level of services to the Business that
it has historically provided (other than legal, payroll system processing,
intranet access, human resources (other than administrative), purchasing and
logistics advice and environmental assistance) for a period of 90 days after
Closing (or such longer period as Buyer and Seller shall mutually agree);
provided, that Buyer shall reimburse Seller for all outside charges for such
services and Buyer shall pay Seller a commercially reasonable fee for the cost
of providing services by the Seller (the aggregate of

                                      -31-



such fees in no event to exceed $35,000 per month); provided, further, that
Seller shall continue to supply payroll system data to Buyer for a period of 120
days.

                                  ARTICLE VII

                                 INDEMNIFICATION

          Section 7.1.   Indemnification by the Seller. The Seller shall
indemnify the Buyer in respect of, and hold the Buyer harmless against, Damages
incurred or suffered by the Buyer or any Affiliate thereof resulting from,
relating to, or constituting:

          (a)    any breach of any representation or warranty of the Seller
contained in this Agreement, any Ancillary Agreements, or any other agreement or
instrument (including the Seller Certificate) furnished by the Seller to the
Buyer pursuant to this Agreement;

          (b)    any failure to perform any covenant or agreement of the Seller
contained in this Agreement, any Ancillary Agreement, or any agreement or
instrument furnished by the Seller to the Buyer pursuant to this Agreement

          (c)    any violation of or liability arising under any applicable bulk
transfers statute or similar laws related to the transactions contemplated
hereby, except for Assumed Liabilities to be paid by Buyer; or

          (d)    any Retained Liabilities.

          Section 7.2.   Indemnification by the Buyer. The Buyer shall indemnify
the Seller in respect of, and hold it harmless against, any and all Damages
incurred or suffered by the Seller resulting from, relating to, or constituting:

          (a)    any breach of any representation or warranty of the Buyer
contained in this Agreement, any Ancillary Agreement, or any other agreement or
instrument (including the Buyer Certificate) furnished by the Buyer to the
Seller pursuant to this Agreement;

          (b)    any failure to perform any covenant or agreement of the Seller
contained in this Agreement, any Ancillary Agreement, or any other agreement or
instrument furnished by the Buyer to the Seller pursuant to this Agreement; or

          (c)    any Assumed Liabilities.

          Section 7.3.   Indemnification Claims.

          (a)    An Indemnified Party shall give written notification to the
Indemnifying Party of the commencement of any Third Party Action. Such
notification shall be given within 20 days after receipt by the Indemnified
Party of notice of such Third Party Action, and shall describe in reasonable
detail (to the extent known by the Indemnified Party) the facts constituting

                                      -32-



the basis for such Third Party Action and the amount of the claimed damages;
provided, however, that no delay or failure on the part of the Indemnified Party
in so notifying the Indemnifying Party shall relieve the Indemnifying Party of
any liability or obligation hereunder except to the extent of any damage or
liability caused by or arising out of such failure. Within 20 days after
delivery of such notification, the Indemnifying Party may, upon written notice
thereof to the Indemnified Party, assume control of the defense of such Third
Party Action with counsel reasonably satisfactory to the Indemnified Party;
provided that (i) the Indemnifying Party may only assume control of such defense
if (A) it acknowledges in writing to the Indemnified Party that any damages,
fines, costs or other liabilities that may be assessed against the Indemnified
Party in connection with such Third Party Action constitute Damages for which
the Indemnified Party shall be indemnified pursuant to this Article VII and (B)
the ad damnum is less than or equal to the amount of Damages for which the
Indemnifying Party is liable under this Article VII and (ii) the Indemnifying
Party may not assume control of the defense of Third Party Action involving
criminal liability or in which equitable relief is sought against the
Indemnified Party. If the Indemnifying Party does not, or is not permitted under
the terms hereof to, so assume control of the defense of a Third Party Action,
the Indemnified Party shall control such defense. The Non-controlling Party may
participate in any such contest, defense, litigation or settlement conducted by
the Controlling Party, and be represented by counsel, at its own expense. The
Controlling Party shall keep the Non-controlling Party advised of the status of
such Third Party Action and the defense thereof and shall consider in good faith
recommendations made by the Non-controlling Party with respect thereto. The
Non-controlling Party shall furnish the Controlling Party with such information
as it may have with respect to such Third Party Action (including copies of any
summons, complaint, or other pleading that may have been served on such party
and any written claim, demand, invoice, billing, or other document evidencing or
asserting the same) and shall otherwise cooperate with and assist the
Controlling Party in the defense of such Third Party Action. The fees and
expenses of counsel to the Indemnified Party with respect to a Third Party
Action shall be considered Damages for purposes of this Agreement if (i) the
Indemnified Party controls the defense of such Third Party Action pursuant to
the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control
of such defense and the Indemnified Party reasonably concludes that the
Indemnifying Party and the Indemnified Party have conflicting interests or
different defenses available with respect to such Third Party Action. The
Indemnifying Party shall not agree to any settlement of, or the entry of any
judgment arising from, any such Third Party Action without the prior written
consent of the Indemnified Party, which shall not be unreasonably withheld,
conditioned, or delayed; provided that the consent of the Indemnified Party
shall not be required if the Indemnifying Party agrees in writing to pay any
amounts payable pursuant to such settlement or judgment and such settlement or
judgment includes a complete release of the Indemnified Party from further
liability and has no other adverse effect on the Indemnified Party. The
Indemnified Party shall not agree to any settlement of, or the entry of any
judgment arising from, any such Third Party Action without the prior written
consent of the Indemnifying Party, which shall not be unreasonably withheld,
conditioned, or delayed.

          (b)    In order to seek indemnification under this Article VII, an
Indemnified Party shall deliver a Claim Notice to the Indemnifying Party.

                                      -33-



          (c)    Within 20 days after delivery of a Claim Notice, the
Indemnifying Party shall deliver to the Indemnified Party the Response, in which
the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled
to receive all of the Claimed Amount (in which case the written response shall
be accompanied by a payment by the Indemnifying Party to the Indemnified Party
of the Claimed Amount, by check or by wire transfer), (ii) agree that the
Indemnified Party is entitled to receive the Agreed Amount (in which case the
written response shall be accompanied by a payment by the Indemnifying Party to
the Indemnified Party of the Agreed Amount, by check or by wire transfer), or
(iii) dispute that the Indemnified Party is entitled to receive any of the
Claimed Amount. If the Response creates a Dispute, the Indemnifying Party and
the Indemnified Party shall follow the procedures set forth in Section 7.3(d)
for the resolution of such Dispute.

          (d)    During the 30-day period following the delivery of a Response
that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall
use Reasonable Best Efforts to resolve the Dispute. If the Buyer and the Seller
do not reach a resolution of the Dispute within 30 days, any remaining
disagreements shall be referred to the chief financial officers of Rolls-Royce
plc and FastenTech (each of whom may designate another senior officer of such
company to hear the Dispute), who shall use reasonable efforts to resolve the
Dispute. If the Dispute has not been resolved within 30 days after the referral
of such objections to the senior officers designated in or pursuant to this
Section 7.3(d), the Indemnifying Party and the Indemnified Party shall discuss
in good faith the submission of the Dispute to an ADR Procedure. In the event
the Indemnifying Party and the Indemnified Party agree upon an ADR Procedure,
such parties shall, in consultation with the ADR Service, promptly agree upon a
format and timetable for the ADR Procedure, agree upon the rules applicable to
the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of
this Section 7.3(d) shall not obligate the Indemnifying Party and the
Indemnified Party to pursue an ADR Procedure or prevent either such party from
pursuing the Dispute in a court of competent jurisdiction; provided that, if the
Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure,
neither the Indemnifying Party nor the Indemnified Party may commence litigation
or seek other remedies with respect to the Dispute prior to the completion of
such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and
the Indemnified Party shall be considered a compromise negotiation for purposes
of federal and state rules of evidence, and all statements, offers, opinions and
disclosures (whether written or oral) made in the course of the ADR Procedure by
or on behalf of the Indemnifying Party, the Indemnified Party or the ADR Service
shall be treated as confidential and, where appropriate, as privileged work
product. Such statements, offers, opinions and disclosures shall not be
discoverable or admissible for any purposes in any litigation or other
proceeding relating to the Dispute (provided that this sentence shall not be
construed to exclude from discovery or admission any matter that is otherwise
discoverable or admissible). The fees and expenses of any ADR Service used by
the Indemnifying Party and the Indemnified Party shall be shared equally by the
Indemnifying Party and the Indemnified Party. Notwithstanding anything to the
contrary contained herein, the Seller shall have the right at its sole
discretion, to conduct the remediation, cleanup, investigation or other response
action on the properties subject to the Real Property Lease with respect to any
environmental liabilities for which Buyer is entitled to indemnity under this
Agreement that

                                      -34-



which relates to the property subject to the Real Property Lease, provided, that
Seller (i) agrees to keep Buyer reasonably informed of the progress of such
actions; (ii) gives Buyer an opportunity to review and comment on proposed
remedial approaches and workplan, and incorporates Buyer's reasonable comments;
(iii) expeditiously and diligently implements the remediation, cleanup,
investigation or other response action; (iv) conducts remediation, cleanup,
investigation or other response action to a level necessary to comply with
Environmental Laws and, if applicable, resolve any third party claims; and (v)
does not interfere or disrupt the operations of the Business.

          (e)    Notwithstanding the other provisions of this Section 7.3, if a
third party asserts (other than by means of a lawsuit) that an Indemnified Party
is liable to such third party for a monetary or other obligation which may
constitute or result in Damages for which such Indemnified Party may be entitled
to indemnification pursuant to this Article VII, and such Indemnified Party
reasonably determines that it has a valid business reason to fulfill such
obligation, then (i) such Indemnified Party shall be entitled to satisfy such
obligation, without prior notice to or consent from the Indemnifying Party, (ii)
such Indemnified Party may subsequently make a claim for indemnification in
accordance with the provisions of this Article VII, and (iii) such Indemnified
Party shall be reimbursed, in accordance with the provisions of this Article
VII, for any such Damages for which it is entitled to indemnification pursuant
to this Article VII (subject to the right of the Indemnifying Party to dispute
the Indemnified Party's entitlement to indemnification, or the amount for which
it is entitled to indemnification, under the terms of this Article VII).

          Section 7.4.   Survival of Representations and Warranties. All
representations and warranties contained in this Agreement, the Seller
Certificate or the Buyer Certificate shall (a) survive the Closing and (b) shall
expire on the date that is two years after the Closing Date, except that:

          (a)    the representations and warranties set forth in Sections 2.1,
2.2, 2.7, 3.1, and 3.2 (and any and all portions of the Seller Certificate or
the Buyer Certificate relating thereto) shall survive the Closing without
limitation; and

          (b)    the representations and warranties set forth in Sections 2.14
and 2.15, shall survive until sixty (60) days after the running of the
applicable statute of limitations (giving effect to any waiver or extension
thereof).

          If an Indemnified Party delivers to an Indemnifying Party, before
expiration of a representation or warranty, either a Claim Notice based upon a
breach of such representation or warranty, or a an Expected Claim Notice, then
the applicable representation or warranty shall survive until, but only for
purposes of, the resolution of the matter covered by such notice. If the legal
proceeding or written claim with respect to which an Expected Claim Notice has
been given is definitively withdrawn or resolved in favor of the Indemnified
Party, the Indemnified Party shall promptly so notify the Indemnifying Party.
The rights to indemnification set forth in this Article VII should not be
affected by any investigation conducted by or on behalf of an Indemnified Party
or any knowledge of an Indemnified Party with respect to the inaccuracy or

                                      -35-



noncompliance with any representation, warranty, covenant or obligation that is
the subject of indemnification hereunder.

          Notwithstanding anything contained herein to the contrary, no
limitation or condition of liability provided in this Article VII shall apply to
any misrepresentation or breach of warranty contained herein if such
misrepresentation or breach of warranty was made willfully or with intent to
deceive, or the covenants and agreements under this Agreement or in any
statement or certificate furnished or to be furnished pursuant hereto or in
connection with the transactions contemplated hereby. For purposes of
determining the existence of any misrepresentation, breach of warranty, or
nonfulfillment of any covenant or agreement, or calculating the amount of any
Damages incurred in connection with any such misrepresentation, breach of
warranty, or nonfulfillment of any covenant or agreement, any and all references
to material or Business Material Adverse Effect shall be disregarded.

          Section 7.5.   Limitations.

          (a)    Notwithstanding anything to the contrary herein, (i) the
aggregate liability of the Seller for Damages under Section 7.1(a) shall not
exceed $2,625,000, and (ii) the Seller shall not be liable under Section 7.1(a)
until the aggregate Damages for which it would otherwise be liable exceeds
$125,000, in which event the Seller will be liable for the excess over $125,000.

          (b)    Notwithstanding anything to the contrary herein, (i) the
aggregate liability of the Buyer for Damages under Section 7.2(a) shall not
exceed $2,625,000, and (ii) the Buyer shall not be liable under Section 7.2(a)
until the aggregate Damages for which it would otherwise be liable which exceeds
$125,000, in which event the Buyer will be liable for the whole amount and not
merely the excess over $125,000.

          (c)    Except with respect to claims based on fraud, after the
Closing, the rights of the Indemnified Parties under this Article VII shall be
the exclusive remedy of the Indemnified Parties with respect to claims resulting
from or relating to any misrepresentation, breach of warranty, or failure to
perform any covenant or agreement contained in this Agreement.

          (d)    The amount of Damages recoverable by an Indemnified Party under
this Article VII with respect to an indemnity claim shall be reduced by (i) any
proceeds received by such Indemnified Party or an Affiliate, with respect to the
Damages to which such indemnity claim relates, from an insurance carrier (net of
any increased premiums that may occur as a consequence thereof) and (ii) the
amount of any tax savings actually realized by such Indemnified Party or an
Affiliate, for the tax year in which such Damages are incurred, which are
clearly attributable to the Damages to which such indemnity claim relates (net
of any increased tax liability which may result from the receipt of the
indemnity payment or any insurance proceeds relating to such Damages).

          Section 7.6.   Treatment of Indemnity Payments. Any payments made to
an Indemnified Party pursuant to this Article VII shall be treated as an
adjustment to the Purchase

                                      -36-



Price for tax purposes.

                                  ARTICLE VIII

                                   TERMINATION

          Section 8.1.   Termination of Agreement. The Parties may terminate
this Agreement prior to the Closing, as provided below:

          (a)    the Parties may terminate this Agreement by mutual written
consent;

          (b)    the Buyer may terminate this Agreement by giving written notice
to the Seller in the event the Seller is in breach of any representation,
warranty, or covenant contained in this Agreement, and such breach, individually
or in combination with any other such breach, (i) would cause the conditions set
forth in clauses (b) or (c) of Section 5.1 not to be satisfied and (ii) is not
cured within 30 days following delivery by the Buyer to the Seller of written
notice of such breach;

          (c)    the Seller may terminate this Agreement by giving written
notice to the Buyer in the event the Buyer is in breach of any representation,
warranty, or covenant contained in this Agreement, and such breach, individually
or in combination with any other such breach, (i) would cause the conditions set
forth in clauses (a) or (b) of Section 5.2 not to be satisfied and (ii) is not
cured within 30 days following delivery by the Seller to the Buyer of written
notice of such breach;

          (d)    the Buyer may terminate this Agreement by giving written notice
to the Seller if the Closing shall not have occurred on or before February 28,
2003 by reason of the failure of any condition precedent under Section 5.1 or
5.2 hereof (unless the failure results primarily from a breach by the Buyer of
any representation, warranty, or covenant contained in this Agreement); or

          (e)    the Seller may terminate this Agreement by giving written
notice to the Buyer if the Closing shall not have occurred on or before February
28, 2003 by reason of the failure of any condition precedent under Section 5.1
or 5.2 hereof (unless the failure results primarily from a breach by the Seller
of any representation, warranty, or covenant contained in this Agreement).

          Section 8.2.   Effect of Termination. If either Party terminates this
Agreement pursuant to Section 8.1, all obligations of the Parties hereunder
shall terminate without any liability of either Party to the other Party (except
for any liability of a Party for breaches of this Agreement).

                                      -37-



                                   ARTICLE IX

                                   DEFINITIONS

For  purposes  of this  Agreement,  each of the  following  terms shall have the
meaning set forth below.

"Accountant" shall mean BDO Seidman, LLP, or such other independent certified
public accounting firm as shall be selected by the parties.

"Acquired Assets" shall mean all of the following assets, properties, and rights
as of the Closing Date:

          (a)    the goodwill of the Business;

          (b)    all assets reflected on the Balance Sheet as of the Closing,
except Excluded Assets;

          (c)    subject to Section 1.1(b) hereof, all books, records, manuals,
documents, books of account, correspondence, invoices, customer lists, supply
lists, mailing lists, literature, brochures, marketing or promotional material
and the like, including, without limitation, all discs, tapes and other media
storing data and other information of the Business (the "Agreed Records");

          (d)    all machinery, equipment (including spare parts used in the
Business at the Closing Date), fixtures, and other tangible personal property
listed on Section 1.1(a) of the Disclosure Schedule;

          (e)    all inventories of raw materials, work-in-progress, finished
goods, and consumables held for the purposes of the Business at the Closing Date
("Inventory");

          (f)    subject to Section 4.2(d) hereof and to the extent
transferable, all rights of the Seller or its Affiliates under the Assigned
Contracts;

          (g)    all assets, properties and rights in connection with the Real
Property Lease;

          (h)    all the Permits, to the extent such Permits may be assigned,
transferred, or conveyed to the Buyer under applicable law;

          (i)    subject to Section 1.1(b), all guarantees, warranties,
indemnities and similar rights with respect to any and all of the Acquired
Assets and all related claims, credits, rights of recovery and set off;

          (j)    subject to Section 1.1(b), all claims, choses in action, causes
of action and judgments of Seller or its Affiliates relating to the Acquired
Assets;

                                      -38-



          (k)    all trade and other accounts receivable that relate to the
Business and are payable to the Seller or its Affiliates and all rights to
products delivered or services provided that relate to the Business, together
with any security held by the Seller or any of its Affiliates for unbilled
amounts for payment thereof ("Accounts Receivable"); and

          (l)    all other assets and properties owned or held by the Seller or
its Affiliates relating primarily to the Business, whether or not specifically
referred to in this Agreement.

"ADR Procedure" shall mean a mutually acceptable alternative dispute resolution
procedure, which may be non-binding or binding upon the parties, as they agree
in advance.

"ADR Service" shall mean the chosen dispute resolution service for an ADR
Procedure.

"Affiliate" shall mean any affiliate as defined in Rule 12b-2 under the Exchange
Act of 1934.

"Agreed Amount" shall mean part, but not all, of the Claimed Amount.

"Allocation" has the meaning specified in Section 6.3(c).

"Allocation Schedule" has the meaning specified in Section 6.3(c).

"Ancillary Agreements" shall mean the bill of sale and other instruments of
conveyance referred to in Section 1.4(b)(iii) of this Agreement, the instrument
of assumption and other instruments referred to in Section 1.4(b)(iv) of this
Agreement, the license agreement referred to in Section 1.4(b)(viii) of this
Agreement.

"Assigned Contracts" shall mean:

          (a)    any contracts, agreements, bids, or tenders to which the Seller
is a party, whether with customers, suppliers, sub-contractors, agents, or
distributors, that relate primarily to the Business and that are listed in
Section 2.11 of the Disclosure Schedule;

          (b)    the Lease; and

          (c)    the collective bargaining agreement referred to in Section 2.13
of the Disclosure Schedule as it pertains to Business Employees.

"Assumed Liabilities" shall mean all of the following liabilities of the Seller:

          (d)    any trade accounts payable and accrued liabilities reflected as
current liabilities on the Balance Sheet ("Accounts Payable");

          (e)    all obligations of the Seller arising under the Assigned
Contracts to the extent such obligations arise out of the operation of the
Business after the Closing and (i) are not due to a breach or default by Seller
prior to Closing and (ii) related to goods or services

                                      -39-



received by the Business prior to the Closing Date; and

          (f)    liabilities in respect of product liability or similar claims
for products, or portions of products, manufactured or assembled by the Business
after Closing ("Assumed Product Liabilities");

provided, that in no event shall Accounts Payable include (i) any Taxes of
Seller attributable to any taxable period (or portion thereof) ending on or
before the Closing Date, other than real property, personal property and other
ad valorem Taxes accrued through the Closing Date as set forth in the last
sentence of Section 6.3(b), (ii) any and all Taxes for which Seller may be
liable (A) pursuant to Treasury regulation section 1.1502-6 by virtue of Seller
being a member of a consolidated group of corporations for federal income tax
purposes (or under analogous provisions of state or local law) at any time prior
to the Closing, (B) as a successor to another person or (C) as a result of any
agreement or arrangement of Seller to indemnify any other person for Taxes.

"Balance Sheet" has the meaning specified in Section 2.4.

"Balance Sheet Date" has the meaning specified in Section 2.5.

"Benefit Plans" has the meaning specified in Section 2.14(a).

"Book Value" has the meaning specified in Section 1.6(a).

"Business" has the meaning specified in the first recital to this Agreement.

"Business Employees" has the meaning specified in Section 6.5(a).

"Business Material Adverse Effect" means any circumstance or event which,
individually or in the aggregate with any other circumstance or event is
reasonably likely to be material and adverse to the Business, assets,
liabilities, condition (financial or otherwise), results of operations or
prospects of the Business, the Acquired Assets or the Assumed Liabilities.

"Business Trade Secrets" shall have the meaning specified in Section 2.9(a).

"Buyer" shall have the meaning set forth in the first paragraph of this
Agreement.

"Buyer Certificate" shall mean a certificate to the effect that each of the
conditions specified in clauses (a) through (c) (insofar as clause (c) relates
to Legal Proceedings involving the Buyer) of Section 5.2 of this Agreement is
satisfied.

"Buyer's Bank" shall have the meaning specified in Section 5.1(j).

"CERCLA" shall mean the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                                      -40-



"Claimed Amount" shall mean the amount of any Damages incurred or reasonably
expected to be incurred by the Indemnified Party.

"Claim Notice" shall mean written notification that contains (i) a description
of the Damages incurred or reasonably expected to be incurred by the Indemnified
Party and the Claimed Amount of such Damages, to the extent then known and (ii)
a statement that the Indemnified Party is entitled to indemnification under
Article VII of this Agreement for such Damages and an explanation of the basis
therefor.

"Closing" shall mean the closing of the transactions contemplated by this
Agreement.

"Closing Date" shall mean February 28, 2003, or, if all of the conditions to the
obligations of the Parties to consummate the transactions contemplated hereby
(excluding the delivery at the Closing of any of the documents set forth in
Article V hereof) have not been satisfied or waived by such date, such mutually
agreeable later date as soon as practicable (and in any event not later than
three business days) after the satisfaction or waiver of all such conditions.

"Closing Payment Amount" has the meaning specified in Section 1.5.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Controlling Party" shall mean the party controlling the defense of any suit or
proceeding relating to a third party claim for which indemnification is sought
pursuant to Article VII of this Agreement.

"Damages" shall mean any and all debts, obligations, and other liabilities
(whether absolute, accrued, contingent, fixed, or otherwise, or whether known or
unknown, or due or to become due or otherwise), diminution in value, monetary
damages, fines, fees, penalties, interest obligations, deficiencies, losses, and
expenses (including amounts paid in settlement, interest, court costs, costs of
investigators, fees and expenses of attorneys, accountants, financial advisors,
and other experts, and other expenses of litigation.

"Disclosure Schedule" shall mean the disclosure schedule provided by the Seller
to the Buyer on the date hereof and attached hereto.

"Dispute" shall mean the dispute resulting if the Indemnifying Party in the
Response disputes its liability for all or part of the Claimed Amount.

"Draft Statement of Working Capital and Fixed Assets" shall mean a statement
reflecting only the Working Capital and fixed assets of the Business as of the
Closing (without giving effect to the transactions contemplated by this
Agreement).

"Earnout Payment" shall mean the payment computed and paid under Section 1.7.

"Earnout Period" shall have the meaning set forth in Section 1.7.

                                      -41-



"Employee Benefit Plan" shall mean any "employee pension benefit plan" (as
defined in Section 3(2) of ERISA), any "employee welfare benefit plan" (as
defined in Section 3(1) of ERISA), and any other written or oral plan, agreement
or arrangement involving direct or indirect compensation, including insurance
coverage, severance benefits, disability benefits, deferred compensation,
bonuses, stock options, stock purchase, phantom stock, stock appreciation or
other forms of incentive compensation or post-retirement compensation.

"Encumbrance" shall mean any mortgage, pledge, security interest, encumbrance,
charge or other lien (whether arising by contract or by operation of law).

"Environmental Law" shall mean any federal, state, or local law, statute, rule,
or regulation or the common law relating to the environment or occupational
health and safety, including any statute, regulation, administrative decision,
or order pertaining to (i) treatment, storage, disposal, generation, and
transportation of industrial, toxic, or hazardous materials or substances or
solid or hazardous waste; (ii) air, water, and noise pollution; (iii)
groundwater and soil contamination; (iv) the release or threatened release into
the environment of industrial, toxic, or hazardous materials or substances, or
solid or hazardous waste, including emissions, discharges, injections, spills,
escapes, or dumping of pollutants, contaminants, or chemicals; (v) the
protection of wild life, marine life and wetlands, including all endangered and
threatened species; (vi) storage tanks, vessels, containers, abandoned or
discarded barrels, and other closed receptacles; (vii) health and safety of
employees and other persons; and (viii) manufacturing, processing, using,
distributing, treating, storing, disposing, transporting, or handling of
materials regulated under any law as pollutants, contaminants, toxic or
hazardous materials or substances, or oil or petroleum products or solid or
hazardous waste. As used above, the terms "release" and "environment" shall have
the meaning set forth in CERCLA.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" shall mean any entity which is, or at any applicable time was,
a member of (1) a controlled group of corporations (as defined in Section 414(b)
of the Code), (2) a group of trades or businesses under common control (as
defined in Section 414(c) of the Code), (3) an affiliated service group (as
defined under Section 414(m) of the Code), or (4) any other organization
required to be aggregated under Section 414(o) of the Code, any of which
includes or included the Seller.

"Exchange Act" means the Securities Exchange Act of 1934, as amended

"Excluded Assets" shall mean the following assets of the Seller, whether or not
used in the conduct of the Business:

          (g)    the corporate charter, qualifications to conduct business as a
foreign corporation, arrangements with registered agents relating to foreign
qualifications, taxpayer and other identification numbers, seals, minute books,
stock transfer books, and other documents relating to the organization and
existence of the Seller as a corporation;

                                      -42-



          (h)    all rights relating to refunds, recovery, or recoupment of
Taxes related to or arising from the conduct of the Business prior to the
Closing (except refunds relating to payments made by the Business in respect of
the Assumed Liabilities);

          (i)    any of the rights of the Seller under this Agreement or the
Ancillary Agreements;

          (j)    all securities owned by the Seller, including all capital stock
held by the Seller in any subsidiary;

          (k)    all claims, prepayments, deposits, refunds, causes of action,
chooses in action, rights of recovery, rights of setoff, and rights of
recoupment (other than warranty claims or other claims in respect of the
Acquired Assets);

          (l)    any common law copyrights;

          (m)    any and all computer software, data, and documentation of the
Seller's computer systems, except to the extent otherwise specifically provided
herein;

          (n)    trade names, except to the extent use of such trade names is
otherwise specifically permitted herein;

          (o)    any and all Permits, other than such of the Permits that may be
assigned, transferred, or conveyed to the Buyer under applicable law;

          (p)    all books and records of every kind, other than the Agreed
Records;

          (q)    all insurance policies of the Seller, as well as all proceeds
which may be payable thereunder;

          (r)    all rights of the Seller in and with respect to the assets
associated with its Employee Benefit Plans;

          (s)    all cash, cash equivalents and short-term investments;

          (t)    all intellectual property and know-how of the Business (which
shall be subject to a perpetual license for the benefit of Buyer); and

          (u)    those assets listed on Section 1.1(b) of the Disclosure
Schedule

"Expected Claim Notice" shall mean a notice that, as a result a legal proceeding
instituted by or claim made by a third party, the Indemnified Party reasonably
expects to incur Damages.

"FastenTech" shall mean FastenTech, Inc., a Delaware corporation.

                                      -43-



"Final Adjustment Amount" has the meaning specified in Section 1.6(b).

"Initial Sale Price" is equal to the Closing Payment Amount as adjusted in
accordance with Section 1.6 hereof.

"Final Closing Balance Sheet" shall mean the balance sheet determined pursuant
to the procedures set forth in Section 1.6(a)(ii) of this Agreement.

"Financial Statements" has the meaning specified in Section 2.4.

"FIRPTA Certificate" has the meaning specified in Section 6.3(e).

"GAAP" shall mean United States generally accepted accounting principles.

"GAAP Consistently Applied" means GAAP (A) using the same accounting methods,
policies, practices, and procedures, with consistent classification, judgments,
and estimation methodology, as were used by the Seller in preparing the Balance
Sheet, (B) not taking into account any changes in circumstances or events
occurring after the opening of business on the Closing Date, except to the
extent such changes provide indications of conditions on the Closing Date and
(C) in no event reducing the respective amounts or reserves and accruals for the
Seller from the amounts included in the Balance Sheet except to reflect (i) cash
payments made by the Seller subsequent to the date of the Balance Sheet and (ii)
changes in circumstances or events occurring between the date of the Balance
Sheet and the Closing Date, but only if such changes either definitively resolve
or otherwise conclusively establish the amount of the liability exposure with
respect to which the reserve in question has been established.

"Governmental Entity" shall mean any court, arbitral tribunal, administrative
agency or commission, or other governmental or regulatory authority or agency.

"Indemnified Party" shall mean a party entitled, or seeking to assert rights, to
indemnification under Article VII of this Agreement.

"Indemnifying Party" shall mean the party from whom indemnification is sought by
the Indemnified Party.

"Intellectual Property Rights" has the meaning specified in Section 2.9(c).

"knowledge", "to the knowledge" or "known" and words of similar import shall
mean the actual or constructive knowledge of Michael Lampert or Michael
McKibbon, after due inquiry.

"Legal Proceeding" shall mean any action, suit, proceeding, claim, arbitration,
or investigation before any Governmental Entity or before any arbitrator.

"Letter of Intent" means the letter, dated June 4, 2002, from the Buyer and
agreed and accepted by the Seller.

                                      -44-



"Materials of Environmental Concern" shall mean any chemicals, pollutants, or
contaminants, hazardous substances (as such term is defined under CERCLA), solid
wastes and hazardous wastes (as such terms are defined under the Resource
Conservation and Recovery Act), toxic materials, oil or petroleum and petroleum
products, or any other material subject to regulation under any Environmental
Law.

"Most Recent Month-End Management Accounts" shall mean the financial accounts
and information, derived from the Seller's management information system, as of
the end of the month most nearly preceding the Closing Date.

"Non-controlling Party" shall mean the party not controlling the defense of any
suit or proceeding relating to a third party claim for which indemnification is
sought pursuant to Article VII of this Agreement.

"Objection Deadline Date" shall mean the date 30 days after delivery by the
Buyer to the Seller of the Draft Statement of Working Capital and Fixed Assets.

"Ordinary Course of Business" shall mean the ordinary course of business
consistent with past custom and practice.

"Parties" shall mean the Buyer and the Seller.

"Permits" shall mean all permits, licenses, registrations, certificates, orders,
approvals, franchises, variances, and similar rights issued by or obtained from
any Governmental Entity, that are used primarily or held for use primarily in
the Business.

"Permitted Encumbrances" has the meaning specified in Section 2.7.

"Person" or "person" means an individual, corporation, partnership, association,
limited liability company, trust, unincorporated organization, other entity or
group (as group defined in Section 13(d)(3) of the Exchange Act.

"Product Warranty Claims" has the meaning specified in Section 6.8.

"Reasonable Best Efforts" shall mean best efforts, to the extent commercially
reasonable.

"Real Property Lease" means the real property lease listed in Section 2.22 of
the Disclosure Schedule.

"Related Party" means Seller, any subsidiary of Seller, any officer or director
of Seller or any subsidiary of Seller, or any of their respective officers or
directors, any relative (whether by blood, adoption or marriage), or any current
or former owner of any Affiliate of the foregoing.

"Release" means any release, threatened release, spill emission, leaking,
pumping, injecting, deposition, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including, in limitation, the
movement of materials of environmental concern, the

                                      -45-



ambient air, soil, surface water, groundwater, wetlands, land or subsurface
strata.

"Response" shall mean a written response containing the information provided for
in Section 7.3(c).

"Retained Liabilities" shall mean any and all liabilities or obligations
(whether known or unknown, absolute or contingent, liquidated or unliquidated,
due or to become due, and accrued or unaccrued, and whether claims with respect
thereto are asserted before or after the Closing) of the Seller or the Business
that are not Assumed Liabilities. The Retained Liabilities shall include all
liabilities and obligations of the Seller or the Business:

          (v)    except for those Taxes that are Assumed Liabilities, for Taxes
(i) attributable to Seller's ownership of the Acquired Assets or operation of
the Business for all taxable periods (or portions thereof) ending on or before
the Closing Date, (ii) imposed with respect to the transfer of the Acquired
Assets as set forth in Section 1.1, or (iii) for which Seller may be otherwise
liable for any taxable period prior to the Closing, including by reason of (A)
being a successor to another person, (B) being a party to a tax sharing, tax
indemnity or similar agreement, or (C) being a member of a consolidated,
combined or unitary group of corporations for tax purposes;

          (w)    for costs and expenses incurred in connection with this
Agreement or the consummation of the transactions contemplated by this
Agreement;

          (x)    under this Agreement or the Ancillary Agreements;

          (y)    under any agreements, contracts, leases, or licenses that are
listed on Section 1.1(b) of the Disclosure Schedule;

          (z)    in respect of product liability or similar claims for products
manufactured or assembled by the Business on or prior to Closing;

          (aa)   arising prior to the Closing under the Assigned Contracts, and
all liabilities for any breach, act, or omission by the Seller prior to the
Closing under any Assigned Contract (other than liabilities in respect of
Product Warranty Claims that are the responsibility of Buyer in accordance with
Section 6.8 and other than Assumed Product Liabilities);

          (bb)   for repair, replacement, or return of products sold prior to
the Closing (other than liabilities in respect of Product Warranty Claims that
are the responsibility of Buyer in accordance with Section 6.8);

          (cc)   arising out of events, conduct, or conditions first existing or
occurring prior to the Closing that constitute a violation of or non-compliance
with any law, rule, or regulation (including Environmental Laws) or that
otherwise impose liabilities or obligations under Environmental Law, regardless
of whether such events, conduct or conditions were caused, created or originated
by the Business, any other party, or a predecessor or prior occupant

                                      -46-



of the properties subject to the Real Property Lease, any judgment, decree, or
order of any Governmental Entity, or any Permit or that give rise to liabilities
or obligations with respect to Materials of Environmental Concern;

          (dd)   injury to or death of persons or damage to or destruction of
property occurring prior to the Closing (including any workers compensation
claim);

          (ee)   arising out of or relating to the employment practices of the
Seller and its Affiliates, including (1) the hiring, employment, promotion,
termination, work environment, and other labor practices of the Seller or its
Affiliates or any violation of any applicable law, rule, or regulation relating
thereto and (2) all Employee Benefit Plans of the Seller and its ERISA
Affiliates;

          (ff)   arising out of or relating to Seller's indebtedness, contingent
or otherwise, or Encumbrances related thereto;

          (gg)   arising out of or relating to any intra-group credit balances;

          (hh)   incurred by Seller or its Affiliates in connection with the
conduct of businesses other than the Business; and

          (ii)   the existence of which constitute a breach of the
representations, warranties or covenants of Seller contained in this Agreement
or the Ancillary Agreements.

"Seller" shall have the meaning set forth in the first paragraph of this
Agreement.

"Seller Certificate" shall mean a certificate to the effect that each of the
conditions specified in clauses (a) through (d) (insofar as clause (d) relates
to Legal Proceedings involving the Seller) of Section 5.1 of this Agreement is
satisfied.

"Siemens Contract" shall mean the Performance Agreement, dated December 17,
2001, between Siemens Westinghouse Power Corporation and the Seller.

"Taxes" shall mean all taxes, charges, fees, levies or other similar assessments
or liabilities, including income, gross receipts, ad valorem, premium,
value-added, excise, real property, personal property, sales, use, transfer,
withholding, employment, unemployment, insurance, social security, business
license, business organization, environmental, workers compensation, payroll,
profits, license, lease, service, service use, severance, stamp, occupation,
windfall profits, customs, duties, franchise and other taxes imposed by the
United States of America or any state, local or foreign government, or any
agency thereof, or other political subdivision of the United States or any such
government, and any interest, fines, penalties, assessments or additions to tax
resulting from, attributable to or incurred in connection with any tax or any
contest or dispute thereof and any transferee liability in respect of any item
described in this definition.

"Tax Returns" shall mean all reports, returns, declarations, statements or other
information

                                      -47-



required to be supplied to a taxing authority in connection with Taxes.

"Third Party Action" shall mean any suit or proceeding by a person or entity
other than a Party for which indemnification may be sought by a Party under
Article VII.

"Transition and Administrative Services Agreement" shall have the meaning
specified in Section 1.4(b)(ix).

"UAW" has the meaning specified in Section 5.1(o).

"Unresolved Objections" shall have the meaning specified in Section 1.6(b)(ii).

"WARN Act" has the meaning specified in Section 2.13(c).

"Working Capital" as of a given date shall mean the amount calculated by (i)
adding the Book Value of the Inventory plus the Accounts Receivable and (ii)
subtracting the Accounts Payable.

                                    ARTICLE X

                                  MISCELLANEOUS

          Section 10.1.  Press Releases and Announcements. Neither Party shall
issue any press release or public announcement relating to the subject matter of
this Agreement without the prior written approval of the other Party, such
approval not to be unreasonably withheld; provided, however, that either Party
may make any public disclosure it believes in good faith is required by
applicable law, regulation, or stock market rule (in which case the disclosing
Party shall use reasonable effort to advise the other Party and provide it with
a copy of the proposed disclosure prior to making the disclosure).

          Section 10.2.  No Third Party Beneficiaries. Nothing in this
Agreement, express or implied, shall (i) confer on any Person other than the
Parties and their respective successors or permitted assigns any rights
(including third party beneficiary rights), remedies, obligations or liabilities
under or by reason of this Agreement, or (ii) constitute the parties hereto as
partners or as participants in a joint venture. This Agreement shall not provide
third parties with any remedy, claim, liability, reimbursement, cause of action
or other right in excess of those existing without reference to the terms of
this Agreement.

          Section 10.3.  Entire Agreement. This Agreement (including Ancillary
Agreements, the Confidentiality Agreement dated January 30, 2002, and other
documents referred to herein) constitutes the entire agreement between the
Parties and supersedes any prior understandings, agreements (including the
Letter of Intent), or representations by or between the Parties, written or
oral, with respect to the subject matter hereof.

          Section 10.4.  Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and

                                      -48-



permitted assigns. Neither Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other Party, except that (i) FastenTech may, at its election, assign this
Agreement to any direct or indirect wholly owned subsidiary, and (ii) FastenTech
or any assignee may make a collateral assignment of its rights (but not its
obligations) under this Agreement to any lender providing financing to
FastenTech after the Closing.

          Section 10.5.  Counterparts and Facsimile Signature. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
This Agreement and any agreement executed in connection herewith, and any
amendments hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding effect
as if it were the original signed version thereof delivered in person. At the
request of any party hereto or any party to any such other agreement, each other
party hereto or thereto shall re-execute original forms thereof and deliver them
to all other parties. No party hereto or to any other such agreement shall claim
that this Agreement or such other agreement is invalid, not binding or
unenforceable based upon the use of a facsimile machine to deliver a signature,
or the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine, and each such party forever
waives any such claim or defense.

          Section 10.6.  Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

          Section 10.7.  Notices. All notices, requests, demands, claims,
waiver, consent, approval and other communications hereunder shall be in writing
and shall be deemed duly given four business days after it is sent by registered
or certified mail, with return receipt requested and with postage, registration
or certification fees prepaid, when faxed during normal business hours, with
written confirmation of transmission having been received, or one business day
after it is sent for next business day delivery via a reputable nationwide
overnight courier service, in each case to the party at its address set forth
below (or at such other address for a party as shall be specified by such party
by like notice):

If to the Seller:                        Copy to:
- --------------------------------------   ---------------------------------------
Rolls-Royce Corporation                  Rolls-Royce North America Inc.
2001 South Tibbs                         14850 Conference Center Drive, Suite 10
P. O. Box 420, Speed Code U-26A          Chantilly, VA 20151
Indianapolis, Indiana 46206-0429         Attn:  General Counsel
Attn: W. Eric Pedersen, Vice President   Fax: (703) 318-9054
and Legal Counsel
Fax: (317) 230-3706

                                      -49-



If to the Buyer:                         Copy to:
- --------------------------------------   ---------------------------------------

FastenTech, Inc.                         Dechert LLP
8500 Normandale Lake Blvd., Suite 1230   4000 Bell Atlantic Tower
Minneapolis, Minnesota 55437             1717 Arch Street
Attn: Ronald Kalich, President           Philadelphia, Pennsylvania 19103
Fax: (952) 921-2099                      Attn:  John D. LaRocca
                                         Fax: (215) 994-2222


          Section 10.8.  Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of laws of any jurisdictions other than those
of the State of Delaware.

          Section 10.9.  Amendments and Waivers. The Parties may mutually amend
any provision of this Agreement at any time prior to or after the Closing. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by each of the Parties. No waiver by either Party
of any right or remedy hereunder shall be valid unless the same shall be in
writing and signed by the Party giving such waiver. No waiver by either Party
with respect to any default, misrepresentation, or breach of warranty or
covenant hereunder shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence.

          Section 10.10. Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to limit
the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.

          Section 10.11. Expenses. Except as set forth in Section 1.6, Article
VII and Section 10.12 each Party shall bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby. All sales, use, transfer or similar
Taxes incurred in connection with the transfer of the Acquired Assets hereunder
shall be the sole obligation of the Seller.

          Section 10.12. Dispute Resolution. In the event that there shall be
any dispute arising out of or in any way relating to this Agreement, the
transactions contemplated hereby,

                                      -50-



any document referred to or incorporated herein by reference or centrally
related to the subject matter hereof, or the subject matter of any of the same,
the Parties covenant and agree as follows:

          (a)    The Parties shall first use their Reasonable Best Efforts to
resolve such dispute among themselves, with or without mediation.

          (b)    If the Parties are unable to resolve such dispute among
themselves, such dispute shall be submitted to binding arbitration in Chicago,
Illinois, under the auspices of the American Arbitration Association and
pursuant to its Commercial Arbitration Rules as then in effect, or such other
procedures as the Parties may agree to at the time, before a tribunal of three
(3) arbitrators, one of which shall be selected by the Seller, one of which
shall be selected by the Buyer, and the third of which shall be selected by the
two arbitrators so selected. All periods for selection of the arbitrators shall
be shortened so that the Seller and the Buyer shall each designate an arbitrator
within 15 days after the commencement of the arbitration and the third
arbitrator shall be selected within 40 days after the commencement of the
arbitration; if the Parties are unwilling to designate arbitrators or the
Party-designated arbitrators are unable to agree upon the third arbitrator, any
such arbitrator shall be selected in accordance with the rules of the American
Arbitration Association. Any award issued as a result of such arbitration shall
be final and binding between the Parties and shall be enforceable by any court
having jurisdiction over the Party against whom enforcement is sought. A ruling
by the arbitrators shall be non-appealable. The Parties agree to abide by and
perform any award rendered by the arbitrators. If either the Seller or the Buyer
seeks enforcement of the terms of this Agreement or seeks enforcement of any
award rendered by the arbitrators, then the prevailing Party (designated by the
arbitrators) to such proceeding(s) shall be entitled to recover its costs and
expenses from the non-prevailing Party, in addition to any other relief to which
it may be entitled. Either the Seller or the Buyer may cause an arbitration
proceeding to commence by giving the other Party notice in writing of such
arbitration, and the date of such notice shall be the date of the commencement
of the arbitration for the purposes of the second sentence of this sub-section.
The Seller and the Buyer covenant and agree to act as expeditiously as
practicable in order to resolve all disputes by arbitration. Notwithstanding
anything in this section to the contrary, neither the Seller nor the Buyer shall
be precluded from seeking court action in the event the action sought is either
injunctive action, a restraining order or other equitable relief that is
required in order to enforce this Agreement, to maintain the status quo, or to
aid the jurisdiction of the arbitrators until an arbitration award is rendered
or the controversy is otherwise resolved. The arbitration proceeding shall be
held in English.

          (c)    Legal process in any action or proceeding referred to in the
preceding section may be served on any Party anywhere in the world.

          (d)    Except as previously provided herein and except for injunctions
and other equitable remedies that are required in order to enforce this
Agreement, to maintain the status quo, or to aid the jurisdiction of the
arbitrators until an arbitration award is rendered or the controversy is
otherwise resolved, no action may be brought in any court of law and EACH OF THE
PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE

                                      -51-



OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM
EXTENT PERMITTED BY LAW.

          (e)    Notwithstanding anything to the contrary, this Section 10.12
shall not apply to any disputes related to the Draft Statement of Working
Capital and Fixed Assets, which shall be resolved in accordance with Section
1.6.

          Section 10.13. Incorporation of Exhibits and Schedules. The Exhibits
and Schedules identified in this Agreement are incorporated herein by reference
and made a part hereof.

          Section 10.14. Specific Performance. Each Party acknowledges and
agrees that the other Party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each Party agrees that the other
Party shall be entitled to an injunction and other equitable relief to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
Parties and the matter, in addition to any other remedy to which it may be
entitled, at law or in equity.

          Section 10.15. Construction.

                 (a)  The language used in this Agreement shall be deemed to be
the language chosen by the Parties to express their mutual intent, and no rule
of strict construction shall be applied against either Party.

                 (b)  Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.

                 (c)  Any reference herein to "including" shall be interpreted
as "including without limitation".

                 (d)  In determining whether a Business Material Adverse Effect
has occurred, account shall be taken of the liabilities retained by the Seller,
so that, for example, a Business Material Adverse Effect shall not exist or be
deemed to exist if there is a material increase in a liability related to the
Business that the Seller is retaining.

                                      -52-



     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.


                                        ROLLS-ROYCE CORPORATION


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


                                        FASTENTECH, INC.


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


                                      -53-

EX-10.7

                                                                    EXHIBIT 10.7

                               ADVISORY AGREEMENT
                               ------------------

          This Advisory Agreement (this "Agreement") is made and entered into as
of May 1, 2003 by and among FastenTech, Inc, a Delaware corporation
("FastenTech") and the subsidiaries of FastenTech set forth on the signature
pages hereto and such other subsidiaries of FastenTech as shall join in this
Agreement (the "FastenTech Subsidiaries," and collectively with FastenTech, the
"Companies"), and Citicorp Venture Capital Ltd., a New York corporation
("Advisor").

          WHEREAS, the Companies desire to retain Advisor and Advisor desires to
perform for the Companies and/or their subsidiaries certain services;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound hereby, agree as follows:

          1.  Term. This Agreement shall be in effect for an initial term of ten
(10) years commencing on the date hereof (the "Term"), and shall be
automatically extended thereafter on a year to year basis unless the Companies
provide or Advisor provides written notice of its or their desire to terminate
this Agreement to the other party 90 days prior to the expiration of the Term or
any extension thereof.

          2.  Services. Advisor shall perform or cause to be performed such of
the following services for the Companies and/or their subsidiaries as directed
by such Company's board of directors:

              (a)  identification, support and analysis of mergers, acquisitions
and divestitures by such Company or its subsidiaries; and

              (b)  such other services for such Company or its subsidiaries upon
which such Company's board of directors and Advisor agree.

          Notwithstanding any provision in this Agreement to the contrary, each
of the parties hereto acknowledges and agrees that there are no minimum levels
of services required to be provided to the Companies pursuant to this Agreement.

          3.  Advisory Fee.

              (a)  Transaction Advisory Fees. During the term of this Agreement,
the Companies shall pay to Advisor or its designees a transaction fee in
connection with the consummation of each merger, acquisition, or divestiture by
any of the Companies or their subsidiaries in an amount not less than one
percent (1%) of the aggregate consideration of such transaction, including any
liabilities assumed, plus reasonable out-of-pocket expenses.

              (b)  High Yield Offering Management Fees. During the term of this
Agreement, the Companies hereby agree to pay to Advisor or its designee upon the
consummation of a High Yield Note Offering, a fee for services rendered in
connection with such offering and sale in an amount equal to the product of (i)
one percent (1%) and (ii) the



aggregate principal amount of debt securities issued in such High Yield Note
Offering and the fair market value of any other securities issued in conjunction
with such High Yield Note Offering, plus reasonable out-of-pocket expenses. For
purposes hereof, the term "High Yield Note Offering" shall mean an issuance, in
one or a series of transactions, by any one or more of the Companies of
$75,000,000 or more in unsecured debt securities with a weighted average
maturity of at least five (5) years pursuant to (i) a completed firm commitment
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or (ii) a completed placement under Rule
144A promulgated under the Securities Act of 1933, as amended.

              (c)  Collection of Fee. Subject to the limitation described in
Section 3(e) below, the decision whether to collect any fee contemplated by this
Agreement (an "Advisory Fee") in respect of any given transaction shall be made
in the Advisor's sole discretion. The Advisor's decision not to collect or to
defer an Advisory Fee in respect of any transaction shall not be construed to be
a waiver of the Advisor's right to collect a deferred Advisory Fee or an
Advisory Fee in any future period.

              (d)  Expenses. The Companies hereby agree to pay the reasonable
out-of-pocket expenses of Advisor and its affiliates incurred in connection with
the performance of the services contemplated by this Agreement.

              (e)  Restrictions. Notwithstanding any other provision of this
Section 3, the Companies shall not be required to pay any of the fees
contemplated by Section 3(a), if and to the extent such payment is expressly
prohibited by the provisions of the Credit Agreement, dated as of May 1, 2003,
as amended (the "Credit Agreement") by and among certain of the Companies,
JPMorgan Chase Bank, as agent for the lenders and the lenders named therein, as
it may be amended, modified or supplemented, from time to time, or any other
credit, financing or other agreements or instruments binding upon the Companies
or their properties; provided, however, that if, as a result of the operation of
any such prohibitions, payments otherwise owed hereunder are not made, such
payments shall not be cancelled but rather shall accrue, and shall be payable by
the Companies promptly when, and to the extent that, the Companies are no longer
prohibited from making such payments, together with accrued interest calculated
at the Base Rate of interest then charged under the foregoing Credit Agreement
from the date such payment was due through the date of payment, which accrued
interest shall constitute additional advisory fees under this Agreement for all
purposes, including but not limited to, Section 3(a) of this Agreement. Other
than the foregoing Credit Agreement, the Companies will not enter into any such
agreements or instruments without the prior written approval of the Advisor.
This Section 3(e) will not prohibit nor restrict, in any manner, the Companies'
obligation to make the payments specified in Section 3(b), to make
reimbursements pursuant to Section 3(d), to provide indemnification pursuant to
Section 6, or to make any other payments contemplated by this Agreement.

              (f)  Delivery of Fees. All fees payable to Advisor or its
designees, including the additional advisory fees contemplated by Section 3(f)
of this Agreement, shall be payable by wire transfer to an account designated in
writing by the Advisor.

                                        2



          4.  Personnel. Advisor shall provide and devote to the performance of
this Agreement such officers, partners, employees and agents of Advisor as
Advisor shall deem appropriate to the furnishing of the services required.

          5.  Liability. Neither Advisor nor any other Indemnitee (as defined in
Section 6 below) shall be liable to any of the Companies or any of their
subsidiaries or affiliates for any loss, liability, damage or expense arising
out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to
result directly from gross negligence, willful misconduct or bad faith on the
part of an Indemnitee acting within the scope of such person's employment or
authority. Advisor makes no representations or warranties, express or implied,
in respect of the services to be provided by Advisor or any of the other
Indemnitees. Except as Advisor may otherwise agree in writing after the date
hereof: (i) Advisor shall have the right to, and shall have no duty (contractual
or otherwise) not to, directly or indirectly: (A) engage in the same or similar
business activities or lines of business as any of the Companies or any of their
subsidiaries, including those competing with any of the Companies or any of
their subsidiaries and (B) do business with any client or customer of any of the
Companies or any of their subsidiaries; (ii) neither Advisor nor any officer,
director, employee, partner, affiliate or associated entity thereof shall be
liable to any of the Companies or any of their subsidiaries or affiliates for
breach of any duty (contractual or otherwise) by reason of any such activities
of or of such person's participation therein; and (iii) in the event that
Advisor acquires knowledge of a potential transaction or matter that may be a
corporate opportunity for the Companies or any of their subsidiaries, on the one
hand, and Advisor, on the other hand, or any other person, Advisor shall have no
duty (contractual or otherwise) to communicate or present such corporate
opportunity to the Companies or any of their subsidiaries and, notwithstanding
any provision of this Agreement to the contrary, shall not be liable to the
Companies or any of their affiliates for breach of any duty (contractual or
otherwise) by reasons of the fact that Advisor directly or indirectly pursues or
acquires such opportunity for itself, directs such opportunity to another
person, or does not present such opportunity to the Companies. In no event will
any of the parties hereto be liable to any other party hereto for any indirect,
special, incidental or consequential damages, including lost profits or savings,
whether or not such damages are foreseeable, or in respect of any liabilities
relating to any third party claims (whether based in contract, tort or
otherwise) other than the Claims (as defined in Section 6 below) relating to the
service to be provided by Advisor hereunder.

          6.  Indemnity. Each of the Companies and their subsidiaries shall
defend, indemnify and hold harmless each of Advisor, its affiliates, members,
partners, employees and agents (collectively, the "Indemnitees") from and
against any and all loss, liability, damage or expenses arising from any claim
by any person with respect to, or in any way related to, the performance of
services contemplated by this Agreement (including attorneys' fees)
(collectively, "Claims") resulting from any act or omission of any of the
Indemnitees, other than for Claims which shall be proven to be the direct result
of gross negligence, bad faith or willful misconduct by an Indemnitee. Each of
the Companies and their subsidiaries shall defend at its own cost and expense
any and all suits or actions (just or unjust) which may be brought against any
such Company, any of its subsidiaries or any of the Indemnitees or in which any
of the Indemnitees may be impleaded with others upon any Claims, or upon any
matter, directly or indirectly, related to or arising out of this Agreement or
the performance hereof by any of the Indemnitees, except that if such damage
shall be proven to be the direct result of gross

                                        3



negligence, bad faith or willful misconduct by an Indemnitee, then Advisor shall
reimburse the Companies and their subsidiaries for the costs of defense and
other costs incurred by the Companies and their subsidiaries to the extent due
to such gross negligence, bad faith or willful misconduct.

          7.  Notices. All notices hereunder shall be in writing and shall be
delivered personally, sent by overnight courier or mailed by United States mail,
postage prepaid, or sent by facsimile addressed to the parties as follows:

              To the Companies as appropriate:
              -------------------------------

                   FastenTech, Inc.
                   8500 Normandale Lake Blvd.
                   Suite 1230
                   Bloomington, MN 55437
                   Attention:  President
                   Telecopy:  952.921.2099

              To Advisor:
              ----------

                   Citicorp Venture Capital, Ltd.
                   399 Park Avenue, 14th Floor
                   Zone 4
                   New York, NY 10043
                   Attention:   Charles E. Corpening
                   Facsimile:  212.888.2940

          8.  Assignment. The Companies may not assign any obligations hereunder
to any other party without the prior written consent of Advisor (which consent
shall not be unreasonably withheld), and Advisor may not assign any Advisor
obligations hereunder to any other party without the prior written consent of
the Companies (which consent shall not be unreasonably withheld); provided, that
Advisor may, without consent of the Companies, assign its rights and obligations
under this Agreement to any Permitted Transferee (as such term is defined in the
Securities Purchase and Holders Agreement, dated March 17, 2000 by and among the
Company, Advisor, the management investors (as defined therein) and certain
other investors named therein.

          9.  Successors. This Agreement and all the obligations and benefits
hereunder shall inure to the successors and assigns of the parties.

          10. Counterparts. This Agreement may be executed and delivered by each
party hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.

          11. Entire Agreement; Modification; Governing Law. The terms and
conditions hereof constitute the entire agreement between the parties hereto
with respect to the subject matter of this Agreement and supersede all previous
communications, either oral or

                                        4



written, representations or warranties of any kind whatsoever, except as
expressly set forth herein. No modifications of this Agreement nor waiver of the
terms or conditions thereof shall be binding upon either party unless approved
in writing by an authorized representative of such party. All issues concerning
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the law of any jurisdiction
other than the State of New York.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        5



          IN WITNESS WHEREOF, the parties have executed this Advisory Agreement
as of the date first written above.


                                          FASTENTECH, INC


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


                                          CITICORP VENTURE CAPITAL, LTD.


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


                                          Subsidiaries:
                                          -------------


                                          FABRI-STEEL PRODUCTS, INC.


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


                                          THE FERRY CAP AND SET SCREW COMPANY


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


                                          SPECIALTY BAR PRODUCTS COMPANY


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

                                        6



                                          NELSON STUD WELDING, INC.


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


                                          PROGRESSIVE STAMPING COMPANY (DE),
                                          INC.


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


                                          INTEGRATED ENERGY TECHNOLOGIES, INC.


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

                                        7

EX-23.1

                                                                    EXHIBIT 23.1

                          Independent Auditors' Consent

       We consent to the reference to our firm under the caption "Summary
Historical Financial Information", "Selected Consolidated Financial Data",
"Unaudited Pro Forma Consolidated Financial Data" and "Experts" and to the use
of our reports dated October 23, 2002, in the Registration Statement (Amendment
No. 1 to Form S-4) of FastenTech, Inc. We also consent to the use in this
Registration Statement of our report, dated January 13, 2000, relating to the
combined financial statements of TRW Nelson Stud Welding.

       We have audited the consolidated financial statements of FastenTech, Inc.
as of September 30, 2001 and 2002 and for each of the three years in the period
ended September 30, 2002, and have issued our report thereon dated October 23,
2002 (included elsewhere in this Registration Statement). Our audits also
included the financial statement schedule listed in Item 21(b) of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this scheduled based
on our audits.

       In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

                                                 /s/ Ernst & Young LLP

Minneapolis, Minnesota
October 7, 2003

EX-23.2

                                                                    EXHIBIT 23.2

                          Independent Auditors' Consent

The Board of Directors
FastenTech, Inc.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Indianapolis, Indiana
October 7, 2003

EX-99.1

EXHIBIT 99.1

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2003,

UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF EXISTING NOTES MAY

BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

FASTENTECH, INC.

LETTER OF TRANSMITTAL

11¹/₂% SENIOR SUBORDINATED NOTES DUE 2011

TO: BNY MIDWEST TRUST COMPANY

THE EXCHANGE AGENT

By Registered or Certified Mail, Hand Delivery or	By Facsimile:
Overnight Courier:
	(212)-298-1915
Bank of New York	Attention: Mr. Bernard Arsenec
Corporate Trust Operations—Reorganization Unit
101 Barclay Street—7 East	Confirm by Telephone
New York, N.Y. 10286	(212)-815-5098
Attention: Mr. Bernard Arsenec

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR

TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE

LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS

ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CARE-

FULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR EXISTING NOTES

PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)

THEIR EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

The undersigned acknowledges receipt of the Prospectus dated             , 2003 (the “Prospectus”) of FastenTech, Inc. (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s Offer to Exchange (the “Exchange Offer”) $145,000,000 principal amount of its 11 ¹/2 % Senior Subordinated Notes due 2011 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 11 ¹/2% Senior Subordinated Notes due 2011 (all such notes, other than the notes held by CVC Capital Funding, LLC, being the “Existing Notes”), of which $175,000,000 principal amount is outstanding, upon the terms and conditions set forth in the Prospectus and this Letter of Transmittal. The $30,000,000 principal amount of the Company’s 11 ¹/2% Senior Subordinated Notes due 2011 that are held by CVC Capital Funding, LLC have not been registered under the Securities Act. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

For each Existing Note accepted for exchange, the holder of such Existing Note will receive an Exchange Note having a principal amount equal to that of the surrendered Existing Note. Interest on the Exchange Notes will accrue from the last interest payment date on which interest was paid on the Existing Notes surrendered in exchange therefor. Holders of

Existing Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on the Existing Notes. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify holders of the Existing Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by Holders if: (i) certificates representing Existing Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Existing Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering Existing Notes” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Existing Notes or (iii) tender of Existing Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.” DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The term “Holder” with respect to the Exchange Offer means any person: (i) in whose name Existing Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder, or (ii) whose Existing Notes are held of record by DTC (or its nominee) who desires to deliver such Existing Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

Holders of Existing Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through the DTC Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send an Agent’s Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery or Agent’s Message relating thereto as described herein under Instruction 1, “Guaranteed Delivery Procedures.”

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 11 herein.

2

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR

EXISTING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS

ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE CHECKING ANY BOX BELOW

DESCRIPTION OF 11 1/2% SENIOR SUBORDINATED NOTES DUE 2011 (EXISTING NOTES)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)	Principal Amount Tendered (If Less Than All)**
*       Need not be completed by Holders tendering by book-entry transfer. **     Unless indicated in the column labeled “Principal Amount Tendered,” any tendering Holder of Existing Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificate(s).” If the space provided above is inadequate, list the certificate numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

The minimum permitted tender is $1,000 in principal amount of Existing Notes.

All other tenders must be integral multiples of $1,000.

3

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5, and 6)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates for Exchange Notes issued in exchange for Existing Notes accepted for exchange, or Existing Notes not tendered or not accepted for exchange, are to be issued in the name of someone other than the undersigned or, if such Existing Notes are being tendered by book-entry transfer, to someone other than DTC or to another account maintained by DTC.	To be completed ONLY if certificates for Existing Notes in a principal amount not tendered or not accepted for exchange, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.
Issue certificate(s) to:	Mail certificate(s) to:
Name	Name
Address	Address
(Include Zip Code)	(Include Zip Code)
(Taxpayer Identification or Social Security No.)	(Taxpayer Identification or Social Security No.)
DTC Acct. No.

¨ CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                                                                                            

DTC Book-Entry Account No.                                                                     Transaction Code No.                            

¨ CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)                                                                                                                                       

Window Ticket Number (if any)                                                                                                                                       

Date of Execution of Notice of Guaranteed Delivery                                                                                                      

4

IF DELIVERED BY BOOK-ENTRY TRANSFER, PLEASE COMPLETE THE FOLLOWING:

Account Number                                                                                       Transaction Code Number                                     

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.

Name:                                                                                                                                                                

Address:                                                                                                                                                           

Ladies and Gentlemen:

Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Existing Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Existing Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Existing Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Existing Notes and Exchange Notes) with respect to the tendered Existing Notes with full power of substitution to (i) deliver certificates for such Existing Notes to the Company, or transfer ownership of such Existing Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company and (ii) present such Existing Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Existing Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Existing Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such Exchange Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries.

The undersigned also acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) that the Exchange Notes issued in exchange for the Existing Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangements or understandings with any person to participate in the distribution of such Exchange Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a

5

prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Existing Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Existing Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent.

If any tendered Existing Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Existing Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at such different address as may be indicated under “Special Delivery Instructions” promptly after the Expiration Date.

The undersigned understands that tenders of Existing Notes pursuant to the procedures described under the caption “The Exchange Offer—Procedures for Tendering Existing Notes” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of the undersigned (or in either such event in the case of the Existing Notes tendered through DTC, by credit to the undersigned’s account at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and any certificates for Existing Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s), unless, in either event, tender is being made through DTC. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange and return any Existing Notes not tendered or not accepted for exchange in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Existing Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Existing Notes so tendered.

Holders of Existing Notes who wish to tender their Existing Notes and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver their Existing Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Existing Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” See Instruction 1 regarding the completion of the Letter of Transmittal printed below.

6

SIGNATURE PAGE

PLEASE SIGN HERE WHETHER OR NOT

EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY

X	, 2003
	Date
X	, 2003
Signature(s) of Registered Holder(s) Date or Authorized Signatory	Date

Area Code and Telephone Number:                                             

The above lines must be signed by the registered Holder(s) of Existing Notes as their name(s) appear(s) on the Existing Notes or, if the Existing Notes are tendered by a participant in DTC, as such participant’s name appears on a security position listing as the owner of Existing Notes, or by a person or persons authorized to become registered Holder(s) by a properly completed bond power from the registered Holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Existing Notes to which this Letter of Transmittal relates are held of record by two or more joint Holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act. See Instruction 4 regarding the completion of this Letter of Transmittal printed below.

Name(s):                                                                                                                                                                                                            

(Please Print)

Capacity:                                                                                                                                                                                                            

(Title)

Address:                                                                                                                                                                                                             

(Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution (if required by Instruction 4):

(Authorized Signature)

(Title)

(Name of Firm)

Dated:                                         , 2003

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by Holders, either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Certificates for all physically tendered Existing Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of the addresses set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Existing Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

Holders whose certificates for Existing Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Existing Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery), substantially in the form provided by the Company, setting forth the name and address of the Holder of Existing Notes and the amount of Existing Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Existing Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Existing Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within five NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF EXISTING NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

See “The Exchange Offer” section in the Prospectus.

2. Tender by Holder. Only a Holder of Existing Notes may tender such Existing Notes in the Exchange Offer. Any beneficial holder of Existing Notes who is not the registered Holder and who wishes to tender should arrange with the registered Holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Existing Notes, either make appropriate arrangements to register ownership of the Existing Notes in such holder’s name or obtain a properly completed bond power from the registered Holder.

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3. Partial Tenders. Tenders of Existing Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Existing Notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the box entitled “Description of 11 ¹/2% Senior Subordinated Notes due 2011 (Existing Notes)” above. The entire principal amount of Existing Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of a Holder’s Existing Notes is not tendered, then Existing Notes for the principal amount of Existing Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Existing Notes accepted for exchange will be sent to the Holder at his or her registered address (unless a different address is provided in the appropriate box on this Letter of Transmittal) promptly after the Existing Notes are accepted for exchange.

4. Signatures on this Letter of Transmittal; Endorsements and Powers of Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder of the Existing Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Existing Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Existing Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered Holder(s) of the Existing Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any Existing Notes not tendered or not accepted for exchange are to be reissued, to a person or persons other than the registered Holder(s), then endorsements of any certificate(s) transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers or powers of attorney, in each case signed exactly as the name or names on the registered Holder(s) appear(s) on the certificate(s) and signatures on such certificate(s) or power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates, bond powers or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Endorsements on certificates for Existing Notes or signatures on bond powers or powers of attorney required by this Instruction 4 must be guaranteed by a firm which is a participant in a recognized signature guarantee medallion program (an “Eligible Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Existing Notes are tendered (i) by a registered Holder of Existing Notes (which term, for purposes of the Exchange Offer, includes any DTC participant whose name appears on a security position listing as the Holder of such Existing Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible

9

Institution.

5. Special Issuance and Delivery Instructions. Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Existing Notes not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of a tender of Existing Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders tendering Existing Notes by book-entry transfer may request that Exchange Notes issued in exchange for Existing Notes accepted for exchange or Existing Notes not tendered or accepted for exchange be credited to such account maintained at DTC as such Holder may designate hereon. If no such instructions are given, such Exchange Notes or Existing Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

6. Tax Identification Number. A Holder whose Existing Notes are accepted for exchange is required to provide the Company with such Holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 provided below, and to certify whether the Holder is subject to federal backup withholding and that the Holder is a United States person. If the Issuer is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. In addition, if the Holder does not furnish the Issuer with a TIN in the required manner, the Issuer is required to withhold a percentage (currently 28%) of any reportable payment, if any, made to a Holder of Existing Notes pursuant to this Exchange Offer (as well any future reportable payment made to a Holder with respect to Exchange Notes). Certain Holders are not subject to these federal backup withholding requirements. A non-United States person may qualify as an exempt recipient by submitting to the Issuer a properly completed IRS Form W-8BEN. Holders are urged to consult their own tax advisors to determine whether they are exempt.

See “Important Tax Information” and the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 below for additional instructions.

7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Existing Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Existing Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person(s) other than the registered Holder(s) of the Existing Notes tendered hereby, or if tendered Existing Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Existing Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder(s) or on any other person(s)) will be payable by the tendering Holder(s). If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s).

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Existing Notes listed in this Letter of Transmittal.

8. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify conditions to the Exchange Offer in the case of any Existing Notes tendered (and to refuse to do so). Any waiver to the Exchange Offer will apply to all Existing Notes tendered.

9. No Conditional Transfers. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Existing Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Existing Notes for exchange.

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Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes, nor shall any of them incur any liability for failure to give any such notice.

10. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any tendering Holder whose Existing Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at one of the addresses indicated herein for further instructions.

11. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery or the “Guidelines for Certification of Taxpayer Identification Number” on Substitute Form W-9 may be directed to the Exchange Agent at one of the addresses specified in the Prospectus.

IMPORTANT TAX INFORMATION

Under current United States federal income tax law, a Holder exchanging Existing Notes is required to provide the Issuer with such Holder’s correct taxpayer identification number (“TIN”) (generally, a social security number, individual taxpayer identification number, or employer identification number) on Substitute Form W-9 provided below, and to certify whether the Holder is subject to federal backup withholding and that the Holder is a United States person. If the Issuer is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. In addition, if (a) the Holder does not furnish the Issuer with a TIN in the required manner, (b) the IRS notifies the Issuer that the TIN provided is incorrect, or (c) the Holder is required but fails to certify that the Holder is not subject to backup withholding, federal backup withholding will apply. If federal backup withholding applies, the Issuer or other payer is required to withhold a percentage (currently 28%) of any reportable payment made to a Holder of Existing Notes pursuant to this Exchange Offer (as well any future reportable payment made to a Holder with respect to Exchange Notes). Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

If the Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such Holder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9, and complete the Certificate of Awaiting Taxpayer Identification Number below. If “Applied For” is written in Part I and the Issuer is not provided with a TIN within 60 days, the Issuer will remit any previously withheld amounts to the IRS as backup withholding.

Certain Holders (including, among others, all corporations and certain non-United States persons) are not subject to these federal backup withholding requirements. Exempt Holders other than non-United States persons should indicate their exempt status on Substitute Form W-9 by furnishing their TIN, writing “Exempt” on the face of the form, and signing and dating the form. A non-United States person must provide certification of foreign status as set forth below. Holders are urged to consult their own tax advisors to determine whether they are exempt.

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A non-United States person may qualify as an exempt recipient by submitting to the Issuer a properly completed IRS Form W-8BEN, provided below, signed under penalty of perjury, certifying that the person is a non-United Stated person and is the beneficial owner of any payment received. Only the beneficial owner of a reportable payment subject to federal backup withholding should use Form W-8BEN. In general, a person is not a beneficial owner of income if the person is receiving the income as nominee, agent, or custodian, or to the extent the person is a conduit whose participation in the transaction is disregarded. Certain other foreign persons, such as a withholding foreign partnership, withholding foreign trust, or an intermediary, should also not use Form W-8BEN, but should use an alternate form of a Form W-8. Consult your tax advisor for more information. Failure to provide Form W-8BEN may result in withholding at a 30% rate (foreign person withholding) or federal backup withholding (currently 28%).

See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 below for additional instructions.

(DO NOT WRITE IN THE SPACE BELOW)

Account Number:                                                                                         Transaction Code Number:
Certificate Surrendered	Existing Notes Tendered	Existing Notes Accepted
Delivery Prepared By:                                                             Checked By:                                                             Dated:

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PAYER’S NAME: FASTENTECH, INC.

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number (TIN) and Certification	Name: Address:	Individual  ¨ Partnership  ¨ Corporation  ¨ Other (specify)  ¨ Exempt from backup withholding  ¨
PART I.    TAXPAYER IDENTIFICATION NUMBER (TIN)
Please provide your Taxpayer Identification Number in the space at right and certify by signing and dating below. If awaiting TIN, write “Applied For.”		SSN:                             or EIN:
PART II.  CERTIFICATION

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and

(2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

(3) I am a U.S. person (including a U.S. resident alien).

CERTIFICATION INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

Signature                                                                                                                                                                                    

Date:                    , 2003

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature

Name (Please Print)                                                                                  Date:                                 , 2003

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Form        W-8BEN (Rev. December 2000) Department of the Treasury Internal Revenue Service Certificate of Foreign Status of Beneficial Owner for United States Withholding Ø Section references are to the Internal Revenue Code. Ø See separate instructions. Ø Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621

Do not use this form for:	Instead, use Form:
•      A U.S. citizen or other U.S. person, including a resident alien individual	W-9
•      A person claiming an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States	W-8ECI
•      A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions)	W-8ECI or W-8IMY
•      A foreign government, international organization, foreign central bank of issue, foreign tax exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of sections(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions)	W-8ECI or W-8EXP
Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.
•      A person acting as an intermediary	W-8IMY
Note: See instructions for additional exceptions.

Part I     Identification of Beneficial Owner (See instructions.)
1       Name of individual organization that is the beneficial owner	2       Country of incorporation or organization

3       Type of beneficial owner:
¨ Grantor trust ¨ Central bank of issue	¨ Individual ¨ Complex trust ¨ Tax-exempt organization	¨ Corporation ¨ Estate ¨ Private foundation	¨ Disregarded entity ¨ Government	¨ Partnership ¨ International organization	¨ Simple trust

4       Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)
5       Mailing address (if different from above)
City or town, state or province. Include postal code where appropriate.	Country (do not abbreviate)
6       U.S. taxpayer identification number, if required (see instructions) ¨    SSn or ITIN        ¨ EIN	7       Foreign tax identifying number, if any (optional)
8       Reference number(s) (see instructions)

Part II Claim of Tax Treaty Benefits (if applicable)

9 I certify that (check all that apply):

a ¨ The beneficial owner is a resident of                      within the meaning of the income tax treaty between the United States and that country.

b ¨ If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).

c ¨ The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).

d ¨ The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).

e ¨ The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.

10 Special rates and conditions (if applicable–see instructions): The beneficial owner is claiming the provisions of Article                      of the treaty identified on line 9a above to claim a         % rate of withholding on (specify type of income):                     . Explain the reasons the beneficial owner meets the terms of the treaty article ____________________________ ___________________________________________________________________________________________________

Part III Notional Principal Contracts

11	¨	I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the united states. I agree to update this statement as required.
Part IV  Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

• I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,

• The beneficial owner is not a U.S. Person,

• The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States or is effectively connected but is not subject to tax under an income tax treaty, and

• For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Sign Here Ø	signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)	Capacity in which acting
	For Paperwork Reduction Act Notice, see separate instructions.	Cat. No. 25047Z	Form W-8BEN (Rev. 12-2000)

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the proper identification number to give:

For this type of account:		Give the name and SOCIAL SECURITY number of—	For this type of account:		Give the name and EMPLOYER IDENTIFICATION number of—
1.	Individual account	The individual	6.	A valid trust estate, or pension trust	Legal entity (do not furnish the identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
			7.	Corporation	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4.	a.      The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9.	Partnership	The partnership
	b.      The so-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship	The owner(3)	11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employment identification number.

(4) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

• An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7).

• The United States or any agency or instrumentality thereof.

• A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

• An international organization or any agency, or instrumentality thereof.

Payees that may be Exempt from Backup Withholding:

• A corporation.

• A foreign central bank of issue.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A real estate investment trust.

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A common trust fund operated by a bank under section 584(a).

• A financial institution.

• A middleman known in the investment community as a nominee or custodian.

• A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

• Payments made by certain foreign organizations.

• Payments of patronage dividends not paid in money.

• Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to non-resident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N.

Privacy Act Notice.—Section 6109 requires most recipients of dividends, interest, or other payments to provide identifying number for identification purposes and to help verify the accuracy of your return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (under current law) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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