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A UNIQUE PRIVATE EQUITY INVESTMENT FIRM 7777 Fay Avenue, Suite 200 La Jolla, California 92037 Phone:  459.2922 / Fax:  459.3776 www.carlisle-acquisitions.com Last Update: November, 2001 EXECUTIVE SUMMARY Carlisle Enterprises, LLC is a uniquely qualified private equity investment firm wholly owned and operated by its principals. During the last seven years, Carlisle has acquired a total of forty companies involved in industrial manufacturing and related services with annual sales in excess of $2.5 billion. The acquisitions are grouped into eleven platforms, two of which are build-up strategies comprised of sixteen companies. The firm’s partners provide unique operational experience and invaluable skills for improving and growing businesses. Five of the seven full time principals of Carlisle are former chief executive officers, presidents and/or chief financial officers of large diversified manufacturing and service companies. Industries targeted for acquisition include a broad array of industrial manufacturing, industrial service and selected technology areas where the experience of the Carlisle principals can be applied. Industries that are not of interest to the firm are consumer products, financial services, retail and wholesale distribution, commercial computer hardware or pure software products. Carlisle can provide up to $200 million of equity in a single transaction, and has closed transactions involving companies with revenues ranging from $25 million to $700 million. Candidate companies can be profitable or underperforming with annual revenues of $50 million to $1.5 billion, and are usually headquartered or have a significant sales and manufacturing base in the United States or Canada. Carlisle prefers to team with existing management and provides attractive performance based equity incentives for the key members of the management team. When needed, Carlisle principals serve as interim or permanent CEOs or CFOs. The firm has a proven track record of working with management and owners to close transactions of any complexity in a timely manner. Carlisle is highly flexible in structuring transactions and has extensive experience in: • Recapitalization of private companies • Consolidation of a fragmented industry by acquisition • Acquisition of a division or subsidiary of public companies – historically, this experience includes transactions with DuPont, General Motors, Allied Signal, Monsanto, Imperial Chemical, and WMX Technologies. For additional information, please contact a principal at: 7777 Fay Avenue, Suite 200 La Jolla, California 92037 Phone:  459.2922 / Fax:  459.3776 www.carlisle-acquisitions.com THE PRINCIPALS DAVID L. CANEDO Brings 30 years of general management and finance experience to Carlisle. He is currently serving as Chairman of Duro Industries, Inc., and formerly served as Chief Financial Officer of Fiberite, Inc., both Carlisle portfolio companies. Mr. Canedo also served as Vice President/General Manager of the $300 million metal and composites bonding unit of Rohr Industries, Inc. JAMES S. CARLISLE For a period of 26 years, has led an acquisition investment program acquiring industrial and aerospace manufacturing companies, plus has executive management experience running both troubled and profitable companies. RICHARD W. DETWEILER Thirty years of experience including serving as Chairman and Chief Executive Officer of an publicly traded industrial and aerospace corporation and as Chief Financial Officer of Solar Turbines, a $400 million international turbine manufacturer. In addition, he has held general management and other executive positions in companies including Caterpillar, Sundstrand and Navistar. DENNIS A. DUNN Involved in all phases of the mergers and acquisitions process since 1988, principally in industrial manufacturing and services. He brings to Carlisle several prior years of management consulting experience with McKinsey & Company, Inc., a leading worldwide consulting firm, where he served large U.S. and foreign corporations. PHILIP J. SAUDER Chairman of Alpha Technologies and Aviation Systems International (ASI), both Carlisle portfolio companies. Alpha is the leading manufacturer of sophisticated instruments and software which measure characteristics of compounded rubber and other industrial compounds. ASI is a supplier of aircraft spare parts to the commercial and general aviation markets worldwide. Mr. Sauder previously served as Vice President/General Manager of the $500 million aerospace division of Abex, Inc. and has substantial senior executive experience in the automotive industry. RALPH E. STEWART Chairman of Benetech, Inc., a Carlisle portfolio company. Benetech is the leading domestic supplier of dust management systems to the coal and electric utility industries. Mr. Stewart is a former President and Chief Executive Officer of the $800 million Pneumo Abex Corporation, and has an extensive background in the automotive, aerospace, industrial pump and valve industries. DALE L. ZIEGLER A broad-based senior executive with over 30 years of experience in industrial and aerospace/defense industries. He formerly served as the Chief Financial Officer of Kendro Laboratory Products, a Carlisle portfolio company, and as Managing Director and Chief Financial Officer of Pneumo Abex Corporation, an $800 million diversified manufacturing company. Carlisle’s Limited Partners include former CEO’s of DuPont, Tenneco, and Dana Corporation. This group of 20 highly experienced business executives is more fully described in the Carlisle Limited Partners section. These individuals broaden Carlisle’s knowledge in many industries, and their business judgment, expertise, and contacts can be invaluable pre and post acquisition. ACQUISITION CRITERIA TARGETED Targets for acquisition include a broad array of businesses engaged in the manufacture of engineered INDUSTRIES products and materials, selected advanced technologies, as well as service providers to industrial and commercial customers. See Industry Examples below. CANDIDATE Candidates include subsidiaries or divisions of public companies, privately held companies and public to PROFILE private transactions. We generally take a control position, but minority equity positions are of interest in certain situations. COMPETITIVE Carlisle prefers companies that are strongly positioned in their market segments with unrecognized and/or PROFILE unrealized potential for growth, either through internal growth or add-on acquisition. We also are interested in consolidating fragmented industries through acquisition. SIZE We are interested in companies with annual revenues in the range of $50 million to $1.5 billion. We will consider smaller companies as add-ons to portfolio companies and in selected technology investments. FINANCIAL We will consider both profitable and underperforming businesses, including companies in need of PERFORMANCE operating or capital restructuring. PAYMENT A typical transaction provides all cash consideration to sellers. We also will structure a transaction with a TERMS combination of cash, notes and an earnout or similar performance incentive component. Our preference is to retain existing management and provide considerable operating autonomy. We OPERATING typically team with key managers and provide attractive equity incentive programs based on performance. MANAGEMENT If necessary, we will assume management responsibility or supplement the team from our management resources. LOCATION Carlisle prefers companies headquartered in the U.S. or Canada, but has interest in U.S. companies with significant operations outside of North America. INDUSTRY Examples of business entities that are engaged in the manufacture of engineered products and materials, EXAMPLES selected advanced technologies or industrial services in which Carlisle has interest and expertise are as follows: • Power Systems, including internal combustion engines • Industrial Support Services and related equipment and services • Defense Systems and Products • Composite Materials and Structures • Aircraft Components, Systems and Services • Communication and Identification Products and Systems • Life Science and Environmental Products and Services • Control Systems and Assembles • Liquid and Air Handling Equipment and Services • Non-Consumer Electronics Products • Specialty Chemicals, including resins, coatings and adhesives • Off-Highway Machinery and Equipment • Diagnostic and Process Control Products, Systems, and • Product Remanufacturing Services Services • Specialty Metals and Alloys • Electrical Products and Systems • Vehicular Systems, Parts and Accessories In addition to the examples noted, the broad backgrounds and operating expertise of our principals cover a large array of other manufacturing and service enterprises that could be of interest to Carlisle Enterprises. OPERATING EXPERTISE Carlisle's operating expertise greatly increases the probability of completing acquisitions plus enhances the success of portfolio companies. Utilized in board and/or executive roles, our partners make key value added contributions as required by each situation. Executive roles may be filled by Carlisle's operating executives in portfolio companies. While our preferred approach is to participate from an active board role, we can supplement the management team to fill a critical need, in both interim and permanent assignments. Board of Directors Chairman (executive or non-executive) Chief Executive Officer Chief Operating Officer Chief Financial Officer Key value added contributions made by Carlisle executives to portfolio companies include: Strategic Planning Technology and Product Development Capital Structuring Production Rationalization Entrepreneurial Cultural Development Cost Reduction Programs Leadership Training (Mentoring) Add-On Acquisitions Financial and Operating Controls Organizational Development Information Systems Upgrade/Replacement Recruiting Key Management Market and Business Development Exit Planning Examples of specific value added contributions by Carlisle Managing Directors and/or Limited Partners to selected portfolio companies are detailed below. FIBERITE, INC. Industry expertise of Jim Ashton and Dave Canedo led to Carlisle being viewed as a strategic buyer, overcoming indications that ICI, parent of Fiberite, was not receptive to a financial buyer Ashton and Canedo used industry relationships in evaluating the industry and conducting pre- definitive agreement due diligence without (at seller’s request) visiting plants or meeting management Ashton and Canedo became full-time CEO and CFO, respectively at closing and: Recruited experience managers with whom they had previously worked Guided the transition to a stand-alone business, introduced an entrepreneurial culture and guided the strategic planning process Introduced management equity participation and incentive compensation programs Established management, operations and financial planning reporting and control tools Fiberite was revitalized through hands-on assistance at five manufacturing plants by the new management team Canedo led in evaluating and negotiating two add-on acquisitions Carlisle guided and assisted in the sale process BRAND SERVICES, INC. Wayne Hoffman introduced Carlisle to WMX, parent of Brand Carlisle was responsible for obtaining an exclusive period to negotiate a transaction, with closing occurring within 90 days of first meeting Dave Canedo was extensively involved in due diligence, initial organizational efforts and hiring of new CEO Jim Carlisle serves as active board member and as sounding board and counsel to CEO in operations and potential exit strategy Various Carlisle limited partners introduced Brand to a domestic power company and to major foreign corporations instrumental in key strategic initiatives, and to potential strategic acquirers OPERATING EXPERTISE LINC.NET, INC. Concept for Linc.net brought to Carlisle by specialized intermediary that focuses on build-up strategies Rich Detweiler was extensively involved in researching the industry, developing the build-up case and selection, evaluation and due diligence on all ten acquisitions Detweiler served full-time in interim operating roles in Linc.net, both as CFO and COO, and: Recruited permanent CFO, COO and other key financial and operating executives Led overall development of business strategy and initial operating plans Directed installation and upgrade of information systems Detweiler serves as key advisor to institutional equity partners regarding strategy, effectiveness of management and business practices Bill Antle, who has extensive industry experience, serves as Chairman, and identified Linc.net’s CFO from prior personal contacts BENETECH, INC. Rich Detweiler recognized the potential of the industry segment and along with Ralph Stewart developed an excellent relationship with owners that caused them to select Carlisle as the investor most able to assist in future growth Stewart, as part-time non-executive Chairman, and Dale Ziegler as active director, introduced formal corporate governance into Benetech Stewart serves as mentor to CEO and as intermediary between management and board Stewart guided organizational development and introduced and developed management equity and incentive compensation programs Ziegler led management through development of a strategic plan and assisted in implementing financial and operational performance tools into Benetech Carlisle assisted in due diligence and negotiation of an add-on acquisition which doubled the size of Benetech KENDRO LABORATORY PRODUCTS, L.P. Carlisle was brought into the transaction by our institutional equity partner who would not proceed without Carlisle’s involvement because it was a difficult carve-out of an incomplete business without a full management team Ralph Stewart and Dale Ziegler became full-time CEO and CFO, respectively, at closing, and: Guided the transition to a stand-alone business and introduced an entrepreneurial culture to management Introduced management equity participation and incentive compensation programs Installed management, operations and financial planning reporting and control tools, including replacing all information systems Guided a strategic planning process that led to the acquisition of a larger European-based competitor Managed the integration of two business into a single world-wide entity, capturing the synergies from consolidation Recruited replacements for CEO and CFO Carlisle provided guidance for the orderly sale of Kendro to a strategic buyer CARLISLE MANAGING DIRECTORS David Canedo, Managing Director, joined Carlisle in 1994 and has more than 30 years experience in general management, finance and quality management in aerospace and general manufacturing industries. He is an executive skilled in leading diverse organizations in increasing bottom line results through restructuring, strategically focused planning, quality improvements and proactive employee involvement. His hands-on experience encompasses the entire spectrum of financial management from the capital markets to cost control. David L. Canedo Managing Director For most of his career, Mr. Canedo served in a variety of roles with Rohr Industries, Inc., a major aerospace subcontractor with revenues in excess of $1.4 billion. In his last position as Vice President-General Manager of Rohr's Riverside, California and Hagerstown, Maryland manufacturing facilities, he led an organization of 2,600 employees with revenues of approximately $400 million to the best results in their history, improving cost efficiency by over $30 million. Mr. Canedo is currently serving as Chairman and previously served as Chief Executive Officer of Duro Industries, a Carlisle Enterprises portfolio company. Prior to his involvement with Duro he was the Chief Financial Officer and served on the board of Fiberite, Inc., a Carlisle Enterprises portfolio company. Jim Carlisle, Chief Executive Officer and a founder of Carlisle Enterprises in 1990, has over 30 years of experience in mergers and acquisitions, primarily focused in the industrial manufacturing and aerospace sectors. His experience also includes serving as President and/or Chief Executive Officer of several companies that he has acquired. Since 1975 Mr. Carlisle has acquired companies for himself and investor partners. In the first ten years of his acquisition program, Mr. Carlisle was responsible for locating, evaluating and valuing all of the companies he acquired as well as handling acquisition James S. Carlisle negotiations and the raising of the equity and debt capital. In addition, he was CEO responsible for the sale of these companies. Prior to 1975, Mr. Carlisle managed an automotive manufacturing, engineering and testing company, which he brought from losses to substantial profitability and then assisted in its sale. In addition, he was involved with the simultaneous turnaround of four subsidiaries of Armco Steel and assisted with many acquisitions for Whittaker Corporation. Mr. Carlisle currently serves on the board of Brand Services, Inc. He formerly served on the boards of Fiberite, Sorvall Products (predecessor to Kendro Laboratory Products), Garrett Aviation Services (all current or former Carlisle Enterprises portfolio companies), as well as Chairman of the Board of Fourth Generation Technology, Inc. CARLISLE MANAGING DIRECTORS Rich Detweiler, Managing Director, joined Carlisle in 1996, and brings 30 years experience in general management, manufacturing and finance in an unusually diverse array of product technologies, service industries and global environments. As Chairman and Chief Executive Officer of Precision Aerotech, Inc. from 1990 to 1996, Mr. Detweiler completed a complicated restructuring and turnaround of a diversified, publicly traded, manufactured products company. While profit improvement, cash flow, asset utilization, consolidation, and debt restructuring initiatives were being implemented, Mr. Detweiler developed and successfully put in place business diversification Richard W. Detweiler strategies that led to a doubling of sales over a three-year period. Managing Director In 1982, while directing product manufacturing operations for Caterpillar's Solar Turbines, Inc., industrial power systems business, Mr. Detweiler was asked to assume overall general management responsibility to turn around its aerospace gas turbine systems division. As a result of improvements in profitability, return on assets, meeting customer commitments and a three-fold increase in sales to $120 million, Sundstrand Corporation acquired the division and incentivised Mr. Detweiler to continue with the business. Mr. Detweiler's senior manufacturing responsibilities followed his extensive experience in finance and planning as the Chief Financial Officer of the $400 million Solar Turbines business. Mr. Detweiler recently served as interim Chief Operating Officer of Linc.net, a Carlisle Enterprises portfolio company, formed to execute a build up via acquisition of the premier supplier of communication infrastructure services. He currently serves on the boards of Linc.net and Precision Partners, both Carlisle Enterprises portfolio companies, and as a Director of Treesource Industries, Inc. He has previously served as a Director of Precision Aerotech, Inc., and various foreign subsidiaries and joint ventures of Caterpillar, Sundstrand and Navistar. Dennis Dunn, Managing Director, began his career in acquisitions in 1988, and joined Carlisle in 1992. Prior to joining Carlisle, Mr. Dunn led acquisitions in industrial manufacturing and distribution segments, developing a portfolio of leading companies in truck body and accessories manufacturing, steel distribution, specialty metal alloy investment casting and machining, and floor coverings manufacturing and distribution. His responsibilities included structuring and negotiating purchase agreements; conducting market, competitive and economic analysis; performing due diligence; and negotiating loan agreements and closing documentation. He also held principal Dennis A. Dunn responsibility for all marketing and acquisition candidate generation efforts. Managing Director Prior to his acquisitions experience, Mr. Dunn worked with McKinsey & Company, an international general management consulting firm. Mr. Dunn contributed to a number of strategic management, marketing, organizational, and internal efficiency improvement engagements while at McKinsey, building the competitive positions and profitability of Fortune 100 companies and their subsidiaries. Mr. Dunn began his professional career with Conoco Inc., a DuPont subsidiary, in the company's domestic oil and gas exploration division. He holds a B.S. in Administrative Science from Yale University and an M.B.A. from The Graduate School of Business at Stanford University. Mr. Dunn is actively involved in all phases of Carlisle's acquisition program, including acquisition candidate development, industry and financial analysis, transaction structuring and closing activities. He also serves on the boards of Alpha Technologies and Aviation Systems International, both Carlisle Enterprises portfolio companies. CARLISLE MANAGING DIRECTORS Dale Ziegler, Managing Director who joined Carlisle in 1993, is a broad-based business generalist with over 30 years of experience in a wide variety of businesses with emphasis in companies manufacturing engineered products serving industrial and aerospace industries. Mr. Ziegler has extensive experience as a senior financial executive, and possesses particular expertise in operationally oriented techniques and controls from the general management perspective, including profit improvement/cost reduction actions, cash flow management and asset management. His extensive Dale L. Ziegler experience in problem-solving environments includes business evaluation, planning Managing Director and strategy formulation, crisis management, restructuring and product line/facility pruning. Mr. Ziegler also is experienced and knowledgeable in all aspects of both buyer and seller sides of acquisition and divestiture transactions. For 15 years prior to joining Carlisle, Mr. Ziegler held a variety of positions with Abex, Inc. (and predecessors), most recently as Chief Financial Officer of Pneumo Abex Corporation, an $800 million corporate-sponsored LBO consisting of five operating units serving the aerospace and industrial markets. Previously, Mr. Ziegler was one of the original Managing Directors of The Henley Group when it was spun-off from Allied-Signal. In earlier years, Mr. Ziegler held a variety of executive financial positions with The Signal Companies and Wheelabrator-Frye, both also predecessors of Abex, Inc. Prior to joining a predecessor of Abex in 1978, Mr. Ziegler was employed from 1972 to 1978 by Rockwell International in various assignments in automotive and industrial manufacturing business units and in their corporate finance staff. Mr. Ziegler began his career with LTV Steel from 1968 to 1972. Mr. Ziegler currently serves on the board of Benetech, Inc. and formerly served as a Director of Kendro Laboratory Products, both Carlisle Enterprises portfolio companies. Until 1999, he served as Chief Financial Officer of Sorvall following its acquisition from DuPont and during the merger with Heraeus Instrument Group to form Kendro. Previously, Mr. Ziegler served as Director, Vice President and Chief Financial Officer of Garrett Aviation Services, a Carlisle Enterprises portfolio company until its sale in 1996. CARLISLE LIMITED PARTNERS WILLIAM S. ANTLE William Antle is the former Chairman, President and Chief Executive Officer of Oak Industries Inc., a leading manufacturer of highly engineered components for the communications industries. Prior to serving at Oak Industries, Mr. Antle was Executive Vice President at Bain and Company, an international strategic consulting firm, where he held administrative responsibility for one of the five operating groups which ran Bain and Company's North American consulting practice. He also served as General Manager of a four-plant complex in the U.K. for Cummins Engine Company, the largest independent manufacturer of diesel engines. Currently, Mr. Antle serves as Chairman of Linc.net, a Carlisle Enterprises portfolio company, and on the boards of ESCO Electronics Corporation, GenRad Inc., Nvest Companies, L.P., and John J. Harland Company. JAMES E. ASHTON Dr. Ashton was formerly Chief Executive Officer of Precision Partners, a Carlisle Enterprises portfolio company. Precision Partners was formed through a build-up strategy to create a world-class supplier of outsourced precision machined and fabricated metal parts for original equipment manufacturers. Dr. Ashton also served as Chief Executive Officer of Fiberite, Inc., a Carlisle Enterprises portfolio company and a $270 million leader in the manufacture of advanced composite materials. A former Vice President and General Manager of the $350 million Armament Systems Division of FMC Corporation, a manufacturer of large automated cannon and missile launching systems, Dr. Ashton also served as Vice President and General Manager of the HDS Division of Schlumberger, a $160 million manufacturer of instruments, trucks and computers utilized in oil well logging and service. Dr. Ashton is a former Chairman of the Committee of the Machine Tool Industry for the National Research Council. DANIEL W. DERBES Currently President of Signal Ventures, a private investment firm specializing in high growth manufacturing companies, Mr. Derbes was formerly President of Allied Signal International, a $12 billion manufacturer of automotive and aerospace products and engineered materials. He previously held the position of President of The Signal Companies, Inc., a diversified business with $4 billion of revenues in aerospace, electronics and engineering. Mr. Derbes was a recent director of Oak Industries, Inc. and currently serves on the boards of WD-40 Company and Sempra Energy and its subsidiaries, San Diego Gas & Electric, Southern California Gas Company and Pacific Enterprises. HUDSON B. DRAKE As former President of Allegheny Teledyne's Aerospace, Electronics and Specialty Metals segment, Mr. Drake was responsible for eight manufacturing companies with sales of $1.5 billion. He also held several other senior operating management positions at Teledyne, Inc. Prior to joining Teledyne, Mr. Drake served for ten years in a number of management positions in engineering, operations, and new business development at the Autonetics Division of Rockwell International. He won a presidential appointment as a White House Fellow and served as the Special Assistant to the Vice President of the United States. JOHN E. GLANCY Dr. Glancy is the current Executive Chairman of ANX e-Business Corp., a high-performance global e-business infrastructure company and subsidiary of Science Applications International Corporation (SAIC). SAIC has current annual revenues of $6 billion and provides information technology, systems integration and e-business solutions worldwide. Formerly, Dr. Glancy was Corporate Executive Vice President for SAIC's $2.6 billion Commercial and International Business, and he led SAIC's integration of Telcordia, Inc. (formerly part of Bell Labs), one of the world's largest telecommunications engineering and consulting companies. Dr. Glancy served as the CEO of Telcordia immediately following its acquisition in 1997, managed the creation and spinout of Tellium, an optical networking equipment company, and led SAIC's 1994 purchase and eventual spinout of Network Solutions, Inc., the primary manager of Internet domain names. Under Dr. Glancy's leadership, SAIC extended its reach outside the U.S. with partnerships such as the formation of INTesa, a joint venture between SAIC and Petroleos de Venezuela, S.A. He also led the formation of the turbine engine information management company DS&S, a joint venture between SAIC and Rolls Royce, and the investments in Tecsi and Danet, French and German telecommunications software companies. Prior to running SAIC's Commercial and International business, he managed the company's Technology Sector that developed advanced composite materials, instrumentation and control systems, renewable energy systems and intelligent transportation systems. CARLISLE LIMITED PARTNERS WAYNE M. HOFFMAN Mr. Hoffman is the former Chairman and Chief Executive Officer of Flying Tiger Line, Inc. and Tiger International, Inc., the international air cargo and transport company. During Mr. Hoffman's 19 years at Flying Tiger, the company grew to $2.5 billion in revenues and was sold to Federal Express in the late 1980s. Prior to Flying Tiger, Mr. Hoffman served as Chairman of the Board of the New York Central Transportation Company, and in other executive roles with the New York Central Railroad Co. and the Illinois Central Railroad. Mr. Hoffman also co-founded the Hungry Tiger chain of restaurants located throughout the western United States. CHRISTOPH L. HOFFMANN As former Executive Vice President, Law and Corporate Administration, and Secretary of Raytheon Company, Mr. Hoffmann played a leading role in a number of significant acquisitions and divestitures, including Raytheon's acquisitions of the Hawker Aircraft line from British Aerospace, E-Systems, the Defense Business of Texas Instruments, and Hughes Aircraft Company. Prior to Raytheon, Mr. Hoffmann was Senior Vice President, Secretary and General Counsel for Pneumo Abex Corporation, and Staff Attorney and Assistant General Counsel for Textron, Inc. Mr. Hoffman is a member of the American, Massachusetts, and Rhode Island Bar Associations, and The Association of General Counsel. He is a Director of the New England Legal Foundation and Associated Industries of Massachusetts. JOHN A. (JACK) KROL Mr. Krol recently retired as Chairman and Chief Executive Officer of DuPont, a $45 billion research and technology- based global chemical and energy company offering high-performance products based on chemicals, polymers, fibers and petroleum. After joining DuPont in 1963, Mr. Krol held various marketing and manufacturing positions in DuPont Fibers until being named Vice President in 1983. In 1986, he joined DuPont Agricultural Products and served as Senior Vice President until being named Senior Vice President of DuPont Fibers in 1990. In 1992, Mr. Krol was elected Vice Chairman, was named President and Chief Executive Officer in 1995, and became Chairman and Chief Executive Officer in 1997. He is a board member of the Mead Corporation, Armstrong World Industries, Inc., Milliken & Company, and Molecular Circuitry, Inc., and he is on the Advisory Boards of Teijin Limited and the Bechtel Corporation. Mr. Krol was a member of the U.S. Business Roundtable, The Business Council, the National Association of Manufacturers, the Executive Committees of the Delaware Business Roundtable and the Business/Public Education Council DANA G. MEAD Dana G. Mead recently retired as Chairman and Chief Executive Officer of the $7 billion global manufacturer, Tenneco Inc., and of the two successor companies of the Tenneco conglomerate, Tenneco Automotive Inc., a producer of automotive parts, ride control products and exhaust systems, and Pactiv Corporation, a leading packaging company. Mr. Mead served as Chairman and Chief Executive Officer from 1994 to 1999, and as President and Chief Operating Officer from 1992 to 1994. He was Chairman and Chief Executive Officer of Case Corporation, and Chairman of Albright & Wilson Chemicals and Newport News Shipbuilding Inc., both Tenneco subsidiaries. Mr. Mead served in various executive positions, including Executive Vice President and Director of International Paper, last serving as Executive Vice President of the pulp and paper sector. Mr. Mead served in the White House from 1970-1974 as a White House Fellow and as Associate and Deputy Director of the Domestic Council. Mr. Mead currently serves on the boards of Pfizer Inc., Zurich Financial Services, and TaskPoint.com. He is past Chairman of the Business Roundtable, the U.S. delegation of the Transatlantic Business Dialogue and is a past Chairman and former Director of the National Association of Manufacturers. Currently, he is Chairman of the Business Advisory Council for United Nations Office for Project Services. SOUTHWOOD J. (WOODY) MORCOTT Mr. Morcott recently retired as Chairman and Chief Executive Officer of Dana Corporation, a $13 billion, 50,000- employee, Fortune 500 company that manufactures vehicular and industrial components in 30 countries. Mr. Morcott started with Dana Corporation in 1963, was appointed President of Dana's North American operations in 1984, and became Chairman and Chief Executive Officer of Dana Corp. in 1989. Mr. Morcott was a member of The U.S. Business Roundtable, the Ohio Business Roundtable and the U.S.- Japan Business Council, Inc. He also served as Chairman of the Board of Trustees of the Manufacturers Alliance. His board positions include CSX Corporation, Phelps Dodge Corporation, Johnson Controls, Inc. and Navistar. CARLISLE LIMITED PARTNERS VINCENT J. NAIMOLI Mr. Naimoli is currently Managing General Partner/Chief Executive Officer of the Tampa Bay Devil Rays, a major league baseball expansion franchise that began league play in 1998. He was a founder and former Chairman, President and Chief Executive Officer of Anchor Glass Container Corporation, which was purchased in a divestiture from Anchor Hocking Corporation, a leading manufacturer of glass containers for beer, food, soft drinks, toiletries and cosmetics. Mr. Naimoli grew Anchor Glass from $240 million to a NYSE-listed company with sales of over $1 billion. He also served as President and Chief Executive Officer of Lancaster Capital Corporation, a large private acquisition fund whose investors included a distinguished group of present and former CEOs of major corporations. Among Mr. Naimoli's other achievements are serving as Chairman and Chief Executive Officer in the turnarounds of Electrolux Corporation, Regina Company, Doehler-Jarvis Corporation, Harvard Industries, Ladish Co. (Chairman) and serving on the board of National Gypsum Company. He is a current Director of Simplicity Pattern Co., Inc., Russell Stanley Corp. and Florida Progress Corp. RALPH E. REINS Ralph E. Reins is the current Chief Executive Officer of Qualitor, Inc., a leading supplier of aftermarket and original equipment parts to the automotive and heavy-duty truck industries. He is the former President and Chief Executive Officer of AP Parts International, a $400 million major supplier of exhaust systems to the automotive original equipment manufacture and aftermarket industries, in the United States and foreign countries. Mr. Reins was Executive Vice President of AlliedSignal, Inc. and President of AlliedSignal Automotive, a $5 billion manufacturer of automotive parts and accessories, where he held direct responsibility for a worldwide enterprise with 33,500 employees in 15 countries. He is the former President of United Technologies Automotive, a $2.4 billion automotive component business, and Chairman, Chief Executive Officer and President of Mack Truck, a manufacturer of class 7 and 8 heavy duty trucks with sales of $2 billion. Mr. Reins previously was Senior Vice President of ITT Corp. and President and Chief Executive Officer of ITT-Automotive, a $2.9 billion automotive components business. Earlier, Mr. Reins held management positions with Rockwell International and General Motors' Chevrolet Motor Division. WILLIAM A. ROPER, JR. Currently Corporate Executive Vice President and former Chief Financial Officer of Science Applications International Corporation (SAIC), a diversified technology services company with annual revenues of $6 billion. Mr. Roper is responsible for all financial functions with emphasis on acquisitions, venture investing and strategic development activities. He led SAIC's purchase of Telcordia, Inc. (formerly Bellcore), one of the world's largest telecommunications software and consulting companies, and also the creation and spinout of Tellium, an optical networking equipment company. He also led SAIC's purchase and eventual spinout of Network Solutions, Inc., the primary registry of Internet domain names. He manages SAIC's mergers and acquisitions and, as Chairman of SAIC Venture Capital Corporation, also manages venture capital investment activities for strategic growth and business development initiatives. SAIC VCC currently has investments in more than 30 early stage technology companies and assets valued at more than $2 billion. Mr. Roper previously served as Executive Vice President and Chief Financial Officer of Intelogic Trace, Inc., a NYSE-listed nationwide computer support organization. Mr. Roper formerly served in several capacities with Bell & Howell Company, including Corporate Vice President and Treasurer. He was involved in numerous strategic acquisitions and divestitures, as well as the initial public offering of a subsidiary, and the company's first public debt offerings. PHILIP J. SAUDER Mr. Sauder has been actively participating in Carlisle's acquisition program on a full-time basis since 1994. He currently is Chairman of Alpha Technologies as well as Aviation Systems International (ASI), both Carlisle Enterprises portfolio companies. Alpha is a manufacturer of sophisticated instruments and software which measure and test cure characteristics of compounded rubber and other industrial compounds. ASI is a rapidly growing supplier of spare aircraft parts to commercial and general aviation markets worldwide. Mr. Sauder formerly served as Vice President and General Manager of the Aerospace Division of Abex Inc., a $500 million manufacturer of flight and engine control systems; hydraulic pumps, motors and servo valves; automotive friction material and airport boarding bridges. Other previous positions include President and General Manager of Cleveland Pneumatic Company, a $275 million company involved in the manufacture and overhaul of aircraft landing gear for commercial and military customers; General Manager of the PTC Aerospace Division of Pullman Inc., a $75 million manufacturer of commercial aircraft seating; and Vice President, Operations for Trailmobile, Inc., a manufacturer of over-the-road trailers. CARLISLE LIMITED PARTNERS GEORGE A. SISSEL Mr. Sissel is Chairman and former Chief Executive Officer of Ball Corporation and Chairman of Ball Aerospace & Technologies Corp. Ball Corporation, a $2.9 billion NYSE company, is comprised of two segments: packaging, and aerospace and technologies. He led the acquisition of Reynolds Metal Company's metal container business, and initiated a new business segment in plastic beverage bottles, helping to grow Ball into what is now the largest producer of metal beverage cans in North America. Business areas of Ball Aerospace & Technologies include civil space systems, commercial space operations, defense systems, systems engineering operations, advanced antennas and video systems, and communication and video products. Educated as an electrical engineer, Mr. Sissel subsequently received his Juris Doctorate and worked as an attorney prior to joining Ball in 1970. Mr. Sissel joined Ball as Group Counsel and over the course of his 30-year career there served as General Counsel, Corporate Secretary, Senior Vice President and President. RALPH E. STEWART Mr. Stewart has been actively participating in Carlisle's acquisition program since 1994. He currently serves as Chairman of Benetech, a Carlisle Enterprises portfolio company and a leading supplier of dust management systems to the coal and electric utility industries. He formerly was the Chief Executive Officer of another Carlisle Enterprises portfolio company, Kendro Laboratory Products, L.P., a $200 million major manufacturer of laboratory equipment for the life sciences industry. Mr. Stewart also served as President and Chief Operating Officer of Abex, Inc., and President and Chief Executive Officer of Pneumo Abex Corp., an $800 million manufacturer of landing gear, flight and engine control systems; hydraulic pumps, motors and servo valves; as well as automotive friction material and airport boarding bridges. Prior to Pneumo Abex, Mr. Stewart was Group Vice President of Operations for Pullman Inc. and President of Trailmobile, Inc. His industry knowledge and experience also encompass manufacturing in the fields of truck trailers, solid waste material handling equipment, automotive stamping, and industrial and transportation hose and couplings. J. STARK THOMPSON Dr. J. Stark Thompson recently retired after 12 years as President and Chief Executive Officer of Life Technologies, Inc. (LTI), a company with annual revenue of $364 million that manufactures and supplies products used in life sciences research and commercial manufacture of genetically engineered products. Prior to LTI, Dr. Thompson served for 21 years with DuPont where he most recently served as Director of its $300 million Diagnostics Systems Division. He has had extensive experience with DuPont in sales and marketing, both in the U.S. and Europe, as well as in diagnostics, biotechnology and health care business planning. Dr. Thompson is Chair of the University of Maryland Biotechnology Institute's Board of Visitors, and is a member of the Board of Directors of The University of Maryland Foundation, Inc.; The Johns Hopkins University Advisory Board; the Board of Directors of the High Technology Council of Maryland; the Board of Trustees of Muskingum College; the Association of Clinical Chemists; and the American Chemical Society. He previously was a member of the Board of Kendro Laboratory Products, L.P., a Carlisle Enterprises portfolio company. HARRY W. TODD A former Managing Director and founder of Carlisle Enterprises, Mr. Todd has over 40 years experience in general corporate management and engineering in domestic and international industrial, aerospace/defense and commercial industries. This experience includes managing turnarounds of several major industrial and aerospace subsidiaries including two NYSE companies. Mr. Todd served ten years as Chairman, President and Chief Executive Officer of Rohr Industries, Inc., a $1.4 billion commercial/defense aerospace manufacturing company. Prior to joining Rohr, Mr. Todd was Chairman, President and Chief Executive Officer of The L.E. Myers Co., a $170 million NYSE electrical transmission and distribution construction firm, and served as Chairman of L.E. Myers International. Previously, Mr. Todd served for 30 years with Rockwell International Corp. In his final position as Vice President, Operations, for Rockwell, he directed the operations of seven separate space and airframe manufacturing businesses that included the Space Shuttle, B-1 bomber, Saberliner, and other commercial aircraft programs. Other assignments with Rockwell included serving as President of the Tulsa Aircraft Division, the Textile Machinery Group, and the Industrial & Marine Group. Mr. Todd currently serves as an advisor to the Board of Directors of Duro, a Carlisle Enterprises portfolio company. He recently served as a member of the Board of Pacific Scientific Company, Helmerich & Payne, Inc., and Garrett Aviation Services, a former Carlisle Enterprises portfolio company. CARLISLE LIMITED PARTNERS ROBERT R. WOMACK Mr. Womack is current Chairman of Precision Partners, a Carlisle Enterprises portfolio company, formed through a build-up strategy to create a world-class supplier of outsourced precision machined and fabricated metal parts to original equipment manufacturers. He recently retired as Chairman and Chief Executive Officer of USI Bath and Plumbing Products, a $1.3 billion diversified manufacturer of plumbing, bath and HVAC products sold under such brands as Jacuzzi, Eljer, Zurn, US Brass and Selkirk. As former Chairman and Chief Executive Officer of Zurn Industries, an $800 million diversified manufacturing and engineering construction company serving the non- residential construction and power generation industries, Mr. Womack led Zurn's major complementary acquisitions of Eljer Industries, Sanitary-Dash and a merger with U.S. Industries. He is the former Vice Chairman, Chief Executive Officer and Director of IMO Industries, a $1 billion NYSE-listed manufacturer of analytical and optical instruments, and electronic and mechanical controls, and previously served as President and Chief Operating Officer of the $950 million Controls Division of Siebe plc. Mr. Womack is a former Partner at the international management-consulting firm of McKinsey & Company, where he served for 12 years advising major domestic and international corporations. PLATFORM ACQUISITIONS Combined revenues of the acquired platform companies described below are in excess of $2.5 billion. Linc.net has annual sales of approximately Brand Services, Inc., with annual revenues Precision Partners, with annual sales of $550 million, and was formed to execute a of approximately $280 million, is the largest approximately $200 million, was formed to build-up strategy via acquisition. Its domestic provider of industrial scaffolding lead a consolidation acquisition program objective is to build the premier industry rental, erection and dismantlement services, targeting the metal and specialty metal supplier of communication infrastructure primarily in the refinery, chemical and alloy precision parts machining and services. utility industries. fabricating industry. www.lincnetinc.com www.brandscaffold.com www.precisionpartnersinc.com Aviation Systems International, Inc. is a Alpha Technologies, the former Rubber Duro is the largest independent Instruments Division of the Monsanto supplier of aircraft engines, engine parts, commission dyer and finisher of broad Company, manufactures sophisticated and related support items, serving the woven natural and man-made fabrics in the instruments/software that measure and worldwide commercial and general United States, with annual revenues of test cure characteristics of compounded aviation markets, with revenues of approximately $200 million. approximately $40 million. rubber. Annual sales are approximately www.asiparts.com $30 million. www.alpha-technologies.com Benetech, with sales of approximately $35 Fiberite, Inc., with annual revenues of $290 million, serves the coal and electric utility Kendro Laboratory Products is a world million, is a world leader in the industries as the leading domestic supplier leader in providing sample preparation manufacture of advanced composite of dust management systems. Benetech solutions to the life science industry. materials. Applications include commercial designs, manufacturers, installs, and Formed by the merger of Sorvall Products and military aircraft structures, satellites, manages systems, and provides the with Heraeus Instrument Group, Kendro commercial, industrial and medical chemicals utilized by its equipment. has annual revenues of approximately $200 products. Divested. www.benetechusa.com million. Divested. Garrett Aviation Services is a $360 million leading provider of heavy maintenance, Allison Engine Company has annual overhaul and modification services for the revenues of approximately $700 million. corporate aviation and regional/commuter Formerly a division of General Motors, airline markets. Garrett Aviation is the Allison is a major manufacturer of turbine exclusive factory-sponsored service and engines for aerospace, industrial and support for AlliedSignal engines, APU's marine applications, with leading market and aircraft equipment. Divested. shares in large turboprop engines. Divested. A CARLISLE BUILD-UP STRATEGY Telpro Technologies, Inc., founded in 1972, provides telecommunication CLS focuses on offering a full range of companies with a range of communication services to the telecommunication infrastructure services, primarily serving industry. Services include feasibility the regional Bell operating companies' studies, project management, surveying, central offices. construction, permits and inspection. C&B Associates (C&B) is a leading national North Shore Cable Contractors, Inc. (NSC), provider of fiber optic network is a leading regional provider of fiber optic Muller Pribyl (M&P) provides construction and maintenance services to network construction and maintenance underground construction services to the the telecommunications industry. C&B has services to telecommunications and cable telecommunications industry, principally particular expertise in the placement of TV companies. NSC has a reputation for for those segments that are experiencing fiber, directional drilling, rock cutting, providing quality, on-time performance, tremendous growth. plowing and conduit work. and is an expert in directional boring. George M is the largest provider of Utility Consultants, Inc. (UCI) specializes in telecommunications and electric utility Communicor, Inc. provides "local loop" and providing engineering and related services network construction and maintenance "last mile" network infrastructure services to telecommunications, power, broadband services in the greater Houston area, with to the telecommunications industry, and and ITS industries throughout the 25-year relationships with two of the largest provides a strong regional support Southeast, Northeast and on the Pacific customers in Houston. presence to other Linc.net divisions. coast. Craig Enterprises, Inc. specializes in cutting Based in New York with operations in deep-trench sites for fiber optic cable Florida, Felix Industries provides installation for the telecommunications construction, roadway/bridge, paving, industry, with significant experience in "last and mechanical services to the utility and mile" work. telecommunications industries. ADD-ON ACQUISITIONS Scaffold Rental & Erection (SRE) is Brand Scaffolding Builder, Inc. formerly headquartered in Atlanta, Georgia. Philip Scaffold Corporation, is located in Serving a broad range of customers, SRE's Denver, Colorado. Brand Scaffolding customer base adds to Brand's existing Builder's business scope is in erection and strength in both the industrial and dismantling. commercial market segments. The Brook Company constructs temporary Scaffold-Jax, is headquartered in structures and enclosures for the special Jacksonville, Florida and has over 30 years Kwikrig, Inc. is located in Los Angeles, events market. Focusing their marketing experience in the scaffolding field. California. Kwikrig is a major supplier of efforts in the professional golf market, they Employing a full-time professional scaffolding to the movie production have established a reputation as the leading scaffold erection staff, they offer industry, including all the scaffolding for supplier of sophisticated structure designs engineering services and 24-hour the movie "Titanic." in use in the U.S. market. emergency service. Brown is one of the largest providers of The recent acquisition by Brand Services, temporary grandstands and bleachers to Inc. of Contractors Scaffolding, Inc. of the special events market, with a customer Orlando, Florida will augment Brand's base that includes PGA golf, tennis, boxing growth in the Florida market. This and automotive race events, and parades. addition will be the fourth division Brown's largest single event is the annual operating in Florida, along with Tampa, Rose Bowl Parade. Miami and Jacksonville. r e c is io n a r tn e r s A CARLISLE BUILD-UP STRATEGY Mid-State Machine Products is a leading manufacturer of precision, high-value added metal parts and components for the land-based power turbine and defense industries, and is currently the primary supplier of inconel turbine wheels and spacers to General Electric. Nationwide Precision Products is a leading Galaxy supplies high precision metal CFI is a leading designer and manufacturer manufacturer of complex precision parts components/assemblies to the construction of precision-machined tooling/components and subassemblies for various markets equipment and high-performance for the commercial and military aerospace, including automotive, industrial machines, automotive markets, including high- solid rocket and satellite industries. Boeing appliances and refrigeration. Nationwide tolerance engine blocks, manifold covers, considers CFI a key supplier of high- produces parts for popular sport utility engine cases, and bearing caps products. precision tooling structures for military and vehicles and light duty trucks. commercial aerospace applications. Gillette Machine & Tool Company, Inc. manufacturers high-quality, tight tolerance, General Automation leads the automotive precision-machined components and and medical industries in manufacturing subassemblies for diverse markets such as high-precision screw machined parts. photo processing, railroad switch and Many components involve moving parts signal, automotive, medical diagnostic and and must be machined to high tolerances to office imaging equipment. ensure safe and optimal performance. ADD ON ACQUISITIONS Handler Textile Corporation, the largest Balson Hercules (BH) is the most significant distributor of interlinings and specialty supplier of woven filament fabrics for use sewing products to the U.S. apparel as lining in men’s and women’s tailored industry, was acquired by Duro to form clothing. Serving the global manufacturing Handler Textile, a Division of Duro industry for over 100 years, BH produces Industries, Inc. Located in Secaucus, New fabrics woven by such high quality weavers Jersey, the Handler division allows Duro to as Milliken & Co., and is the exclusive enter the interlinings business in a distributor of ultra high quality 100% substantial way. Bemberg rayon linings. Since 1981 Amerex has manufactured, Eclipse specializes in the development and designed and installed air filtration, gas marketing of integrated software solutions cleaning and heat recovery systems, and is for the rubber and polymer industries. one of the largest industrial air pollution They provide an extensive laboratory control companies in North America. information management system covering Amerex successfully markets engineered the full manufacturing process, from raw products and turnkey applications to a materials to final product analysis and large variety of industries from steel, release. Eclipse represents a critical value- cement, and rock products to pulp, paper added complement to Alpha Technologies. and chemical foundries. Add On Acquisitions Heraeus Instruments has sales of CARR Separations, Inc. (CARR), acquired approximately $95 million. Acquired by by Kendro Laboratory Products, was Kendro Laboratory Products from Heraeus founded in 1993 and is based in Franklin, Holding, GmbH, a diversified $5 billion Massachusetts. CARR designs, German company, Heraeus Instruments manufactures and markets a line of high- specializes in the manufacture, sale and capacity, high-speed centrifuges used in the servicing of laboratory equipment such as biotechnology, pharmaceuticals and incubators, centrifuges, clean air specialty-chemical industries. Their equipment, ovens and freezers. Powerfuge line of centrifuges is marketed Divested. globally. Divested. Fiberite, Inc acquired DuPont’s Composites Materials and Engineering Services business, with annual revenues of approximately $25 million. Composite product lines consist of the AVIMID® family of high-temperature composite prepregs and PEKK® thermoplastic composite sheet materials. Divested. Simmaco manufactures engineering-grade bulk molding compounds (BMC) produced The Jet Center is a $20 million leader in from vinyl ester and polyester resins, and maintenance, avionics installation and fiberglass reinforcements. These materials custom interior completion work for are supplied to the transportation, Gulfstream and large corporate jet aircraft. electrical, appliance and construction The company's reputation with the owners markets in Europe, positioning Fiberite’s of Gulfstream and other corporate aircraft complementary products in key companies complements the core business international markets. Divested. of Garrett Aviation Services. Divested.
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