<PAGE> 1
As filed with the Securities and Exchange Commission June 8, 1998
Registration No. 333-48279
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
MSX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7363 38-3323099
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
MSX International Business Services, Inc............. 7363 38-3323109
MSX International Engineering Services, Inc.......... 8711 38-3323110
MSX International (Holdings), Inc.................... 6719 38-3325699
MSX International (USA), Inc......................... 6719 38-3325698
Geometric Results Incorporated....................... 7363 38-2703800
(Exact name of registrant as specified in its (Primary Standard (I.R.S. Employer
charter) Industrial Classification Identification No.)
Code Number)
</TABLE>
DELAWARE
(State or other jurisdiction of
incorporation or organization)
275 Rex Boulevard
Auburn Hills, Michigan 48236
(248) 299-1000
(Address and telephone number of registrant's principal executive offices)
Carol Creel, Esq.
General Counsel
275 Rex Boulevard
Auburn Hills, Michigan 48236
(248) 299-1000
(Name, address and telephone number of agent for service)
------------------
COPIES TO:
DAVID W. FERGUSON, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
AMOUNT PROPOSED PROPOSED
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER NOTE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11 3/8% Senior Subordinated
Notes due 2008................ $100,000,000 100% $100,000,000 $29,500
- -----------------------------------------------------------------------------------------------------------------
Guarantees of 11 3/8% Senior
Subordinated Notes due 2008... (2) (2) (2) (2)
=================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(f) solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457(n) no registration fee is required with respect to the
Guarantees of the Senior Subordinated Notes registered hereby.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED JUNE 8, 1998
PRELIMINARY PROSPECTUS
OFFER TO EXCHANGE
11 3/8% SENIOR SUBORDINATED NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
FOR ANY AND ALL OUTSTANDING
11 3/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
MSX INTERNATIONAL, INC. LOGOMSX INTERNATIONAL, INC.
------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1998, UNLESS EXTENDED.
MSX International, Inc., a Delaware corporation ("MSXI" or the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying letter of transmittal (the "Letter of
Transmittal" and, together with this Prospectus, the "Exchange Offer"), to
exchange an aggregate principal amount of up to $100,000,000 of its 11 3/8%
Senior Subordinated Notes due 2008 (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 this Prospectus forms a part, for
an identical principal amount of the issued and outstanding 11 3/8% Senior
Subordinated Notes due 2008 (the "Old Notes" and, together with the Exchange
Notes, the "Notes") of the Company from the Holders (as defined herein) thereof
in integral multiples of $1,000. The Company will keep the Exchange Offer open
only for 30 days (or longer if required by applicable law) after the date notice
thereof is mailed to the Holders, unless extended at the Company's option. As of
the date of this Prospectus, there are $100,000,000 in aggregate principal
amount of the Old Notes outstanding. The terms of the Exchange Notes are
identical in all material respects to the terms of the Old Notes, except that
the offer and sale of the Exchange Notes have been registered under the
Securities Act and therefore the Exchange Notes are not subject to certain
restrictions on transfer applicable to the Old Notes, will not contain legends
relating thereto and will not be entitled to registration rights or other rights
under the Registration Agreement (as defined). The Exchange Notes will be issued
under the same Indenture (as defined herein) as the Old Notes and the Exchange
Notes and the Old Notes will constitute a single series of debt securities under
the Indenture. See "The Exchange Offer."
The Exchange Notes will mature on January 15, 2008. Interest on the Exchange
Notes is payable in cash semi-annually on January 15 and July 15 of each year,
commencing on the first such date following the original issuance of the
Exchange Notes. The Exchange Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after January 15, 2003 at the
redemption prices set forth herein plus accrued and unpaid interest, if any, to
the date of redemption. In addition, at any time prior to January 15, 2001, the
Company may also redeem up to 35% of the aggregate principal amount of Notes
originally outstanding with the proceeds of one or more Public Equity Offerings
(as defined) following which there is a Public Market (as defined), at a
redemption price equal to 111.375% of the principal amount thereof, plus accrued
and unpaid interest to the date of redemption, provided that at least 65% in
aggregate principal amount of Notes originally issued remains outstanding
immediately after giving effect to such redemption. Upon the occurrence of a
Change of Control (as defined), the Company will be required to make an offer to
each holder of Exchange Notes to purchase such holder's Exchange Notes, at a
purchase price of 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest to the date of purchase. See "Description of Notes -- Change
of Control."
The Exchange Notes will be general unsecured obligations of the Company
subordinated in right of payment to all existing and future Senior Indebtedness
(as defined) of the Company. The Notes will rank pari passu with all existing
and future Senior Subordinated Indebtedness (as defined) of the Company and will
rank senior to all future indebtedness that is expressly subordinated in right
of payment to the Notes. The Company is a holding company that will derive all
of its operating income and cash flow from its subsidiaries. The Exchange Notes
will be fully and unconditionally guaranteed (the "Subsidiary Guarantees") on an
unsecured, senior subordinated basis by each Domestic Restricted Subsidiary (as
defined) (collectively, the "Subsidiary Guarantors") of the Company. See
"Description of Notes -- Subsidiary Guarantees." As of March 29, 1998, (i) the
Company had $61.4 million of outstanding Senior Indebtedness, and (ii) the
Subsidiary Guarantors had $42.3 million of outstanding Senior Indebtedness. See
"Description of Notes -- Subordination."
(Continued on next page)
SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY HOLDERS OF THE OLD NOTES PRIOR TO TENDERING
THEIR OLD NOTES IN THE EXCHANGE OFFER.
------------------
UNTIL , 1998 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
------------------
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998
<PAGE> 3
(Cover page continued)
The Company is making the Exchange Offer in reliance on the position of the
staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") as set forth in certain interpretive letters
addressed to third parties in other transactions. However, the Company has not
sought its own interpretive letter and there can be no assurance that the staff
of the Division of Corporation Finance of the Commission would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on the interpretations by the staff of the
Division of Corporation Finance set forth in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5,
1991) and Shearman & Sterling (available July 2, 1993), and subject to the two
immediately following sentences, the Company believes that the Exchange Notes
issued pursuant to this Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by a holder thereof (other than a
holder who is a broker-dealer) without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holder's business and
that such holder is not participating, and has no arrangement or understanding
with any person to participate, in a distribution (within the meaning of the
Securities Act) of such Exchange Notes. However, any holder of Old Notes who is
an "affiliate" of the Company or who intends to participate in the Exchange
Offer for the purpose of distributing Exchange Notes, or any broker-dealer who
purchased Old Notes from the Company to resell pursuant to Rule 144A under the
Securities Act ("Rule 144A") or any other available exemption under the
Securities Act, (a) will not be able to rely on the interpretations of the staff
of the Division of Corporation Finance of the Commission set forth in the
above-mentioned interpretive letters, (b) will not be permitted or entitled to
tender such Old Notes in the Exchange Offer and (c) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or other transfer of such Old Notes unless such sale is
made pursuant to an exemption from such requirements.
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange 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. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer during the period
referred to below in connection with resales of Exchange Notes received in
exchange for Old Notes where such Old Notes were acquired by such broker-dealer
for its own account as a result of market-making or other trading activities.
Subject to certain provisions set forth in the Registration Agreement, the
Company has agreed that this Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with any such
resales for a period ending 180 days after the Expiration Date referred to below
or, if earlier, when all such Exchange Notes have been disposed of by such
broker-dealer. See "Plan of Distribution."
Each holder of Old Notes who wishes to exchange Old Notes for Exchange
Notes in the Exchange Offer will be required to represent that (i) it is not an
"affiliate" of the Company, (ii) any Exchange Notes to be received by it are
being acquired in the ordinary course of its business, and (iii) it has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of such Exchange Notes. Any
broker-dealer who is an "affiliate" of the Company may not rely on such
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. See "The Exchange Offer -- Resales of the Exchange Notes."
In that regard, each broker-dealer who surrenders Old Notes pursuant to the
Exchange Offer will agree, by execution of, or otherwise becoming bound by, the
Letter of Transmittal, that, upon receipt of notice from the Company of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in this Prospectus untrue in any material
respect or which causes this Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
herein, in the light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Registration Agreement, such broker-dealer will suspend
2
<PAGE> 4
the sale of Exchange Notes pursuant to this Prospectus until the Company has
amended or supplemented this Prospectus to correct such misstatement or omission
and has furnished copies of the amended or supplemented Prospectus to such
broker-dealer or the Company has given notice that the sale of the Exchange
Notes may be resumed, as the case may be. If the Company gives such notice to
suspend the sale of the Exchange Notes, it shall extend the 180-day period
referred to above during which broker-dealers are entitled to use this
Prospectus in connection with the resale of Exchange Notes by the number of days
during the period from and including the date of the giving of such notice to
and including the date when broker-dealers shall have received copies of the
amended or supplemented Prospectus necessary to permit resales of the Exchange
Notes or to and including the date on which the Company has given notice that
the sale of Exchange Notes may be resumed, as the case may be.
The Exchange Notes will be a new issue of securities for which there
currently is no market. Although Salomon Brothers Inc, Lehman Brothers Inc. and
First Chicago Capital Markets, Inc., the initial purchasers of the Old Notes
(the "Initial Purchasers") have informed the Company that they currently intend
to make a market in the Exchange Notes, they are not obligated to do so, and any
such market making may be discontinued at any time without notice. Accordingly,
there can be no assurance as to the development or liquidity of any market for
the Exchange Notes. The Company currently does not intend to apply for listing
of the Exchange Notes on any securities exchange or for quotation through the
National Association of Securities Dealers Automated Quotation System.
Any Old Notes not tendered and accepted in the Exchange Offer will remain
outstanding and will be entitled to all the same rights and will be subject to
the same limitations applicable thereto under the Indenture (as defined) (except
for those rights which terminate upon consummation of the Exchange Offer).
Following consummation of the Exchange Offer, the holders of Old Notes will
continue to be subject to the existing restrictions upon transfer thereof and
the Company will have no further obligation to such holders to provide for
registration under the Securities Act of the Old Notes held by them. To the
extent that Old Notes are tendered and accepted in the Exchange Offer, a
holder's ability to sell untendered Old Notes could be adversely affected. See
"Prospectus Summary -- Certain Consequences of a Failure to Exchange Old Notes."
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER.
The Company will not receive any proceeds from the issuance of the Exchange
Notes offered hereby. The Company will pay all expenses of the Exchange Offer.
No dealer-manager is being used in connection with this Exchange Offer. See "Use
of Proceeds" and "Plan of Distribution."
This Prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of Old Notes as of , 1998.
3
<PAGE> 5
AVAILABLE INFORMATION
The Company and the Subsidiary Guarantors have filed with the Securities
and Exchange Commission (the "Commission") a Registration Statement on Form S-4
(the "Exchange Offer Registration Statement," which term shall encompass all
amendments, exhibits, annexes and schedules thereto) pursuant to the Securities
Act, and the rules and regulations promulgated thereunder, covering the Exchange
Notes being offered hereby. This Prospectus does not contain all the information
set forth in the Exchange Offer Registration Statement. For further information
with respect to the Company, the Subsidiary Guarantors and the Exchange Offer,
reference is made to the Exchange Offer Registration Statement. Statements made
in this Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Exchange Offer
Registration Statement, reference is made to the exhibit for a more complete
description of the document or matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. The Exchange Offer
Registration Statement, including the exhibits thereto, can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of such Web site is:
http://www.sec.gov.
As a result of the Exchange Offer, the Company will become subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith will be required to file
periodic reports and other information with the Commission. In the event the
Company ceases to be subject to the informational requirements of the Exchange
Act, the Company will be required under the Indenture to continue to file with
the Commission the annual and quarterly reports, information, documents or other
reports, including, without limitation, reports on Forms 10-K, 10-Q and 8-K,
which would be required pursuant to the informational requirements of the
Exchange Act. The Company will also furnish such other reports as may be
required by law.
4
<PAGE> 6
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information (including the financial statements and the notes thereto) included
elsewhere in this Offering Memorandum. On January 3, 1997, the Company acquired
(the "TSG Acquisition") selected assets and operations of the former engineering
and technical business service units of MascoTech Automotive Systems Group, Inc.
("MASG") and MascoTech, Inc. ("MascoTech"). Through the consummation of the TSG
Acquisition, the Company also acquired (the "APX Acquisition") the net assets of
APX International ("APX") which were previously acquired by MASG as of November
6, 1996. References herein to the TSG Acquisition include the APX Acquisition.
Effective August 31, 1997, the Company acquired (the "GRI Acquisition") all of
the issued and outstanding stock of Geometric Results Incorporated ("GRI").
Unless otherwise indicated, the information in this Offering Memorandum is
presented on a pro forma basis as if the GRI Acquisition had occurred on January
1, 1997. All references herein to the Company or MSXI, unless the context
otherwise requires, shall mean MSX International, Inc., including its
subsidiaries, and its predecessor for accounting purposes, the Technical
Services Group of MascoTech ("TSG"). The Old Notes were issued by the Company on
January 22, 1998 (the "Offering"). Concurrently with the Offering, the Company
entered into the New Credit Facility (as defined) in order the replace the Old
Credit Facility (as defined) (the New Credit Facility, together with the
Offering and the application of the net proceeds therefrom, the "Refinancing").
THE COMPANY
The Company is a leading provider of outside staffing, engineering and
business services, principally to the automotive industry in the United States
and Europe, with the capability of providing services on a worldwide basis.
Through internal growth and acquisitions, the Company has become a single source
provider of a broad range of complementary services, including technical and
professional staffing services, engineering, design and related technical
services and other business and marketing services. In August 1997, the Company
acquired GRI, a wholly-owned subsidiary of Ford Motor Company ("Ford"). In
connection with the GRI Acquisition, the Company entered into two five-year
agreements with Ford to manage certain temporary staffing procurement services
for Ford (the "Ford Master Vendor Agreement") and to provide certain general
business services to Ford (the "Ford Master Supply Agreement"). By adding GRI's
capabilities and services to the Company's historical strength in providing
technical staffing and engineering and design services, the Company is now able
to sell a broad range of complementary services to both existing and new
customers within and outside the automotive industry. The Company believes that
it is the only company currently providing such a broad range of services to the
automotive industry on a worldwide basis. The Company employed or sourced over
12,000 individuals at 53 operating facilities in 23 countries as of December 28,
1997. The Company's principal operations are in North America and Europe. Pro
forma net sales and EBITDA for the fiscal year ended December 28, 1997 were
$985.1 million and $33.2 million, respectively and for the fiscal quarter ended
March 29, 1998 were $255.1 million and $9.7 million, respectively.
Automotive original equipment manufacturers ("OEMs") are increasingly
relying on third parties to provide them with essential services as
globalization and competition lead them to improve efficiency by focusing on
their core competencies of vehicle development, assembly and marketing. OEMs are
also consolidating their supplier base by contracting with larger, global
organizations in order to streamline purchasing, reduce costs and improve
quality. Management expects the Company to continue to benefit from these
trends, both in the automotive and other industries.
The Company provides three strategic service offerings to its customers:
<TABLE>
<CAPTION>
IN-CLIENT SERVICES PRODUCT DEVELOPMENT SERVICES BUSINESS & TECHNOLOGY SERVICES
------------------ ---------------------------- ------------------------------
<S> <C> <C>
- - Contract Staffing - Concept Development - Automotive and Business Process Management
- - Master Vendor Program - Design Engineering - Marketing Services and Document Management
- Manufacturing Engineering - Purchasing Services
- Production Support - Training Services
- Special Vehicles - Image Archiving, Conversion and Warehousing
</TABLE>
5
<PAGE> 7
In-Client Services, Product Development Services and Business and
Technology Services accounted for approximately 46%, 21% and 33%, respectively,
of pro forma net sales for the fiscal year ended December 28, 1997. The Company
provides its services to over 130 customers, including most of the major United
States OEMs and a number of automotive suppliers. The Company's largest
customers are Ford, General Motors Corporation ("GM") and Chrysler Corporation
("Chrysler"), which accounted for 72%, 8% and 7%, respectively, of the Company's
pro forma net sales for the fiscal year ended December 28, 1997. The Company
believes that it has developed strong relationships with its customers and has a
reputation for quality, reliability and service that has been recognized through
Ford's Q1 and Chrysler's Pentastar awards. In addition, most of its operations
are ISO 9001 or 9002 certified. ISO 9001 and 9002 are international quality
standards. An operation receives ISO certification when an independent assessor
determines that the operation is in compliance with a documented quality
management system.
In-Client Services. The Company provides two types of staffing services:
first, as a direct supplier of technical, professional and other temporary
staffing ("Contract Staffing") and second, as the master vendor of staffing
procurement through its master vendor program (the "Master Vendor Program").
Contract Staffing. As of December 28, 1997, Contract Staffing supplied
approximately 1,600 employees that it placed on assignment to approximately
130 customers in 10 countries. The Company classifies over 85% of its
employees on assignment as technical personnel. Through its position as
Ford's master vendor, the Company has also enhanced its opportunities to
provide Contract Staffing directly to Ford.
Master Vendor Program. The Master Vendor Program is an automated process
used to manage the procurement of a broad range of temporary staffing
services, including coordination of staffing from other temporary staffing
suppliers. While the Company intends to expand its Master Vendor Program
services to other customers, the Company currently provides such services
solely to Ford pursuant to the Ford Master Vendor Agreement. As of December
28, 1997, there were approximately 6,500 temporary employees at Ford who
had been procured through the Master Vendor Program.
Product Development Services. The Company offers a broad range of
engineering, design and other related services primarily to the automotive
industry including: concept development, design engineering, manufacturing
engineering, production support and special vehicles services. The Company
provides these services on a discrete basis and can draw on these complementary
capabilities to execute development programs for the body and chassis of new
vehicles, such as a recently introduced Ford minicar. As of December 28, 1997,
Product Development Services had a network of 30 offices and facilities situated
in major markets throughout North America, Europe, South America and Asia. Since
January 1, 1996, the Company has performed projects for OEMs including Ford, GM,
Chrysler, Daewoo, Rover, Volkswagen, Volvo, Mercedes and Mazda, and over 20
automotive suppliers such as Textron and Lear. For the fiscal year ended
December 28, 1997, no single project accounted for more than 1% of the Company's
pro forma net sales.
Business & Technology Services. The Company offers a broad range of
business and technical services, principally to the automotive industry
including: automotive and business process management, marketing services,
document management services and other administrative and customer-related
services. The Company typically assumes responsibility for specific non-core
functions of its customers, frequently on an extended basis. For example, the
Company's automotive and business process management services will typically
re-engineer a customer's existing internal processes, such as technical help
desks and warranty certification programs, to improve them and provide them on a
more efficient basis. Other services offered include marketing research,
customer satisfaction surveys, technical training schools and image archiving,
conversion and warehousing. The Company provides a number of these services
under the Ford Master Supply Agreement, pursuant to which the Company is the
sole or preferred supplier of these services to various business units of Ford
(with the exception of selected marketing and training services). In addition,
the Company believes these services have applications across many industries and
provide opportunities for significant growth both in the automotive and other
industries.
6
<PAGE> 8
COMPETITIVE STRENGTHS
Strong Customer Relationships and Reputation for Quality. The Company
believes that it has developed strong customer relationships with both OEMs and
automotive suppliers. Management believes that the Company's engineering
capabilities, reliable performance, strong customer service and competitive cost
structure enable it to attract new customers and to maintain its reputation with
existing customers for providing high quality services at competitive prices. As
a result of its focus on quality, the Company has received Ford's Q1 and
Chrysler's Pentastar awards, and most of the Company's operations are ISO 9001
or 9002 certified. The Company believes that its relationships and its
reputation for quality, reliability and service often enable the Company to
pursue business opportunities ahead of its competitors.
Global Presence. Management believes the Company's international presence
is a significant competitive advantage in winning and retaining new business and
meeting the global sourcing, quality and engineering requirements of its
customers. For example, when GM consumer-tested its European sedan replacement
last year, the Company built model vehicles using an integrated system that
enabled the Company to do the styling work near GM's designers in Germany and
Brazil and to build the vehicles in the United States where the cost was lower.
Similarly, automotive suppliers require support in locations where their OEM
customers demand their presence. For example, the Company supports two major
United States-based interior systems suppliers in Europe and Brazil. Non-United
States sales of In-Client Services, Product Development Services and Business
and Technology Services accounted for 14% of the Company's pro forma net sales
for the fiscal year ended December 28, 1997.
Broad Range of Services Provided. The Company believes that its broad range
of service offerings provides several advantages by: (i) simplifying the
procurement and monitoring process for its customers who require multiple
services; (ii) facilitating cross-selling of services to existing customers;
(iii) providing multiple opportunities to identify and penetrate new customers;
and (iv) diversifying the Company's revenues and earnings. Additionally, the
Company believes that its global presence and broad range of services enable it
to recruit and retain a talented pool of employees.
Value-Added Provider. The Company believes that it is frequently able to
operate with a lower cost structure and a higher degree of flexibility and
responsiveness relative to the larger in-house operations of its customers. The
Company believes that In-Client Services provides customers with a
cost-effective and flexible way to manage certain of their technical and
professional staffing needs by assuming the responsibility for procuring,
compensating, monitoring and, in some cases, training temporary staff. Product
Development Services enables OEMs and automotive suppliers to manage their
engineering and design services for selected non-core projects on an efficient
basis. Business and Technology Services provides services that are essential to
the Company's customers, but not at the core of their business competencies.
Investment in Technology. The Company offers its customers access to many
sophisticated technologies. These include supercomputing resources, analytical
software and a large network of computer aided design ("CAD") terminals
connected by an international communications infrastructure. The Company has
made substantial investments in state-of-the-art equipment and related training
to maintain its competitive technological position. The Company believes it is
one of the few independent engineering firms that operates all major CAD
platforms used by the major United States OEMs and, as of December 28, 1997, the
Company operated approximately 500 CAD terminals. The Company's communications
infrastructure permits the rapid exchange of data between the Company and its
customers. The Company believes that its Master Vendor Program, which combines
an intranet-based placement system with procedures to support the monitoring and
continuous improvement of a customer's temporary staffing supplier base, is the
most comprehensive system for management of staffing services. Business and
Technology Services uses proprietary software as an integral part of many of the
services that it offers.
7
<PAGE> 9
BUSINESS STRATEGY
The Company's global market position and breadth of services distinguish it
as one of the leading providers of outside staffing, engineering and business
services to the automotive industry and position the Company to take advantage
of positive trends both in the automotive and other industries. The Company's
business strategy is to grow profitably through the following initiatives:
Increase Market Share at Existing Customers. As a result of the APX and GRI
Acquisitions, the Company has expanded its global presence and product
offerings. For example, the GRI Acquisition gave the Company the ability to
provide a broad range of additional services and capabilities that historically
GRI had provided only to Ford. The Company believes that offering three
categories of services that are often complementary creates significant
cross-selling opportunities. For example, customers of Product Development
Services can utilize the Company's image archiving, conversion and warehousing
services for engineering drawings. The Company also can offer its Master Vendor
Program to OEMs other than Ford who are already customers of Contract Staffing.
The Company also believes that it has several opportunities to sell certain
Business and Technology Services that are currently provided only to Ford to
other OEMs and their suppliers. In addition, the Company believes that there are
significant opportunities to sell packages of multiple services, many of which
the Company historically has not attempted to market together, to its existing
customers.
Increase Global Automotive Market Share. Geographic expansion will continue
to be an important element of the Company's business strategy. The Company
intends to expand its existing presence in Germany, the development center for
several important OEMs, and has recently opened new locations in Munich and
Ingolstadt. The Company has established operations in South America and
Australasia to take advantage of global growth opportunities as the Company's
customers expand their operations in these regions. As a result of the Company's
strong customer relationships and worldwide presence, management believes that
the Company is well positioned to expand with OEMs and other suppliers in
established as well as emerging markets.
Expansion into Non-Automotive Markets. The Company's management,
established infrastructure and successful track record of providing staffing,
engineering and business services to several of the world's largest and most
complex organizations position it to expand into new, non-automotive markets.
The Company believes other major corporations are attractive potential customers
for many of the Company's services.
Rationalize Cost Structure. The Company intends to improve its
profitability through the rationalization of its operations, including the
further rationalization of operations acquired in the GRI Acquisition. The
Company expects to realize these cost savings through the consolidation of back
office activities and the ongoing rationalization of duplicative facilities,
management and administrative offices.
Pursue Additional Strategic Acquisitions. The Company plans to continue to
make selective strategic acquisitions to enhance its global market position and
further broaden its service offerings. The Company believes that the
consolidation of the automotive supplier base will present additional
opportunities for acquisitions. The Company seeks acquisitions that will
strengthen MSXI's relationships with existing customers and provide access to
new customers, complement MSXI's existing global capabilities and provide MSXI
with growth opportunities in new markets.
8
<PAGE> 10
COMPANY BACKGROUND
The Company is a holding company formed and owned by Citicorp Venture
Capital, Ltd. ("CVC"), MascoTech and certain members of management. The Company
was formed to consummate the TSG Acquisition, in which it acquired selected
assets and operations of the former engineering and technical business services
units of MASG and MascoTech, including the net assets of APX, a design and
engineering services provider which previously had been acquired by MASG on
November 6, 1996. The TSG Acquisition was effective on January 3, 1997. The
purchase price of the TSG Acquisition was $145.6 million, which was financed
through $3.8 million of common equity, $36.0 million of Redeemable Series A
Preferred Stock (the "Redeemable Series A Preferred Stock"), a $20.0 million
bridge loan provided by CVC (the "CVC Bridge Loan"), a $20.0 million bridge loan
provided by MascoTech (the "MascoTech Bridge Loan"), the issuance of a $30.0
million Senior Subordinated Note to MascoTech (the "Senior Subordinated Note")
and $35.8 million of borrowings under the Old Credit Facility. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources" and "Description of Certain Other
Indebtedness."
Effective August 31, 1997, the Company acquired certain service-providing
operations of Ford through the acquisition of GRI, a wholly-owned subsidiary of
Ford. As part of Ford, GRI acted as administrator of Ford's temporary staffing
services using a predecessor to the Master Vendor Program and also provided
process management, purchasing and printing services to Ford. The purchase price
of $60.0 million was financed with borrowings under the Old Credit Facility,
offset in part by substantial cash balances acquired in the GRI Acquisition.
The Refinancing, including the issuance of the Old Notes, was completed on
January 22, 1998.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the
Exchange Notes offered hereby.
9
<PAGE> 11
THE EXCHANGE OFFER
The Exchange Offer............ Up to $100 million aggregate principal amount
of Exchange Notes are being offered in exchange
for a like aggregate principal amount of Old
Notes. The Company is making the Exchange Offer
in order to satisfy its obligations under the
Registration Agreement relating to the Old
Notes. For a description of the procedures for
tendering Old Notes, see "The Exchange Offer --
Procedures for Tendering Old Notes."
Expiration Date............... 5:00 p.m., New York City time, on ,
1998 (such time on such date being hereinafter
called the "Expiration Date") unless the
Exchange Offer is extended by the Company (in
which case the term "Expiration Date" shall
mean the latest date and time to which the
Exchange Offer is extended). Any waiver,
extension or termination of the Exchange Offer
will be publicly announced by the Company
through a release to the Dow Jones News Service
and as otherwise required by applicable law or
regulations. See "The Exchange Offer -- Terms
of the Exchange Offer; Period for Tendering Old
Notes."
Certain Conditions to the
Exchange Offer................ The Exchange Offer is subject to certain
conditions. The Company reserves the right,
subject to applicable law, at any time and from
time to time, (i) to delay the acceptance of
the Old Notes for exchange, (ii) to terminate
the Exchange Offer if certain specified
conditions have not been satisfied, (iii) to
extend the Expiration Date of the Exchange
Offer and retain all Old Notes tendered
pursuant to the Exchange Offer, subject,
however, to the right of holders of Old Notes
to withdraw their tendered Old Notes, or (iv)
to amend the terms of the Exchange Offer in any
respect. See "The Exchange Offer -- Terms of
the Exchange Offer; Period for Tendering Old
Notes" and "-- Certain Conditions to the
Exchange Offer."
Withdrawal Rights............. Tenders of Old Notes may be withdrawn at any
time prior to the Expiration Date by delivering
a written notice of such withdrawal to the
Exchange Agent in conformity with certain
procedures set forth below under "The Exchange
Offer -- Withdrawal Rights."
Procedures for Tendering Old
Notes......................... Tendering holders of Old Notes must complete
and sign a Letter of Transmittal in accordance
with the instructions contained therein and
forward the same by mail, facsimile or hand
delivery, together with any other required
documents, to the Exchange Agent (as defined
below) at the address set forth herein by 5:00
p.m., New York City time on the Expiration
Date, either with the Old Notes to be tendered
or in compliance with the specified procedures
for guaranteed delivery of Old Notes. Certain
brokers, dealers, commercial banks, trust
companies and other nominees may also effect
tenders by book-entry transfer. Holders of Old
Notes registered in the name of a broker,
dealer, commercial bank, trust company or other
nominee are urged to contact such person
promptly if they wish to tender Old Notes
pursuant to the Exchange Offer. See "The
Exchange Offer -- Procedures for Tendering Old
Notes."
10
<PAGE> 12
Letters of Transmittal and certificates
representing Old Notes should not be sent to
the Company. Such documents should only be sent
to the Exchange Agent. Questions regarding how
to tender and requests for information should
be directed to the Exchange Agent. See "The
Exchange Offer -- Exchange Agent."
Guaranteed Delivery
Procedures.................... Holders of Old Notes who wish to tender their
Old Notes and whose Old Notes are not
immediately available or who cannot deliver
their Old Notes, a Letter of Transmittal or any
other document required by the Letter of
Transmittal to the Exchange Agent prior to the
Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures
set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures."
Resales of Exchange Notes..... The Company is making the Exchange Offer in
reliance on the position of the staff of the
Division of Corporation Finance of the
Commission as set forth in certain interpretive
letters addressed to third parties in other
transactions. However, the Company has not
sought its own interpretive letter and there
can be no assurance that the staff of the
Division of Corporation Finance of the
Commission would make a similar determination
with respect to the Exchange Offer as it has in
such interpretive letters to third parties.
Based on these interpretations by the staff of
the Division of Corporation Finance, and
subject to the two immediately following
sentences, the Company believes that Exchange
Notes issued pursuant to this Exchange Offer in
exchange for Old Notes may be offered for
resale, resold and otherwise transferred by a
holder thereof (other than a holder who is a
broker-dealer) without further compliance with
the registration and prospectus delivery
requirements of the Securities Act, provided
that such Exchange Notes are acquired in the
ordinary course of such holder's business and
that such holder is not participating, and has
no arrangement or understanding with any person
to participate, in a distribution (within the
meaning of the Securities Act) of such Exchange
Notes. However, any holder of Old Notes who is
an "affiliate" of the Company or who intends to
participate in the Exchange Offer for the
purpose of distributing the Exchange Notes, or
any broker-dealer who purchased the Old Notes
from the Company to resell pursuant to Rule
144A or any other available exemption under the
Securities Act, (a) will not be able to rely on
the interpretations of the staff of the
Division of Corporation Finance of the
Commission set forth in the above-mentioned
interpretive letters, (b) will not be permitted
or entitled to tender such Old Notes in the
Exchange Offer and (c) must comply with the
registration and prospectus delivery
requirements of the Securities Act in
connection with any sale or other transfer of
such Old Notes unless such sale is made
pursuant to an exemption from such
requirements.
Each holder of Old Notes who wishes to exchange
Old Notes for Exchange Notes in the Exchange
Offer will be required to represent that (i) it
is not an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act,
(ii) any Exchange Notes to be received by it
are being acquired in the ordinary course of
its business, and (iii) it has no arrangement
or understanding
11
<PAGE> 13
with any person to participate in a
distribution (within the meaning of the
Securities Act) of such Exchange Notes.
Each broker-dealer that receives Exchange Notes
for its own account in exchange for Old Notes,
where such Old Notes were acquired as the
result of market-making activities or other
trading activities, must acknowledge that it
will deliver a prospectus in connection with
any resale of such Exchange 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. 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 Exchange Notes received in exchange
for Old Notes where such Old Notes were
acquired by such broker-dealer for its own
account as a result of market-making or other
trading activities. Subject to certain
provisions set forth in the Registration
Agreement and to the limitations described
below under "The Exchange Offer -- Resale of
Exchange Notes," the Company has agreed that
this Prospectus, as it may be amended or
supplemented from time to time, may be used by
a broker-dealer in connection with any such
resales for a period ending 180 days after the
Expiration Date or, if earlier, when all such
Exchange Notes have been disposed of by such
broker-dealer. See "Plan of Distribution." Any
holder who is an "affiliate" of the Company may
not rely on such interpretive letters and must
comply with the registration and prospectus
delivery requirements of the Securities Act in
connection with any resale transaction. See
"The Exchange Offer -- Resales of Exchange
Notes."
Acceptance of Old Notes and
Offer, Delivery of Exchange
Notes....................... Subject to the terms and conditions of the
Exchange Offer, the Company will accept for
exchange any and all Old Notes which are
properly tendered in the Exchange Offer, and
not withdrawn, prior to 5:00 p.m. New York City
time, on the Expiration Date. Subject to such
terms and conditions, the Exchange Notes issued
pursuant to the Exchange Offer will be
delivered promptly following the Expiration
Date. See "The Exchange Offer -- Acceptance of
Old Notes for Exchange; Delivery of Exchange
Notes."
Exchange Agent................ The exchange agent with respect to the Exchange
Offer is IBJ Schroder Bank & Trust Company (the
"Exchange Agent"). The addresses and telephone
and facsimile numbers of the Exchange Agent are
set forth in "The Exchange Offer -- Exchange
Agent" and in the Letter of Transmittal.
Certain United States Federal
Income Tax Consequences....... Holders of Old Notes should review the
information set forth under "United States
Federal Income Tax Consequences" prior to
tendering Old Notes in the Exchange Offer.
12
<PAGE> 14
THE EXCHANGE NOTES
The following summary description of the Exchange Notes is qualified in its
entirety by the more detailed information set forth under the caption
"Description of Notes" contained elsewhere in this Prospectus.
Exchange Notes................ Up to $100 million aggregate principal amount
of 11 3/8% Senior Subordinated Notes due 2008.
The Exchange Notes will be issued and the Old
Notes were issued under the Indenture. The
terms of the Exchange Notes are identical in
all material respects to the terms of the Old
Notes, except that the offer and sale of the
Exchange Notes have been registered under the
Securities Act and therefore the Exchange Notes
are not subject to certain restrictions on
transfer applicable to the Old Notes, will not
contain legends relating thereto and will not
be entitled to registration rights or other
rights under the Registration Agreement. See
"The Exchange Offer -- Purpose of the Exchange
Offer" and "Description of Notes."
Maturity Date................. January 15, 2008.
Interest Payment Dates........ January 15 and July 15 of each year, commencing
July 15, 1998.
Subsidiary Guarantees......... The Exchange Notes will be guaranteed on a
senior subordinated basis by each Domestic
Restricted Subsidiary.
Subordination................. The Exchange Notes and the Subsidiary
Guarantees will be general unsecured senior
subordinated obligations of the Company and the
Subsidiary Guarantors, as applicable. The
Exchange Notes and the Subsidiary Guarantees
will be subordinated in right of payment to the
prior payment in full of all existing and
future Senior Indebtedness, and will rank pari
passu with all present and future Senior
Subordinated Indebtedness and senior to all
present and future Indebtedness (as defined)
that is by its terms expressly subordinated to
the Notes. As of March 29, 1998, the Company
had $61.4 million of outstanding Senior
Indebtedness and the Subsidiary Guarantors had
$42.3 million of outstanding Senior
Indebtedness. See "Description of Notes --
Subordination."
Sinking Fund.................. None.
Optional Redemption........... The Exchange Notes will be redeemable at the
option of the Company, in whole or in part, at
any time on or after January 15, 2003, at the
redemption prices set forth herein plus accrued
and unpaid interest, if any, to the date of
redemption. See "Description of Notes --
Optional Redemption." In addition, at any time
prior to January 15, 2001, the Company may
redeem, at its option, up to an aggregate
amount of 35% of the original principal amount
of Exchange Notes with the proceeds of one or
more Public Equity Offerings following which
there is a Public Market at a redemption price
of 111.375% of the principal amount thereof
plus accrued and unpaid interest, if any, to
the redemption date, provided that at least 65%
of the original aggregate principal amount of
Exchange Notes remains outstanding immediately
after each such redemption.
13
<PAGE> 15
Change of Control............. Upon the occurrence of a Change of Control,
each holder of Exchange Notes will have the
right to require the Company to repurchase all
or a portion of such holder's Exchange Notes at
a price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and
unpaid interest, if any, to the date of
repurchase. In the event of a Change in
Control, there can be no assurance that the
Company will have the financial resources or be
permitted under the terms of its other
indebtedness to repurchase or redeem the
Exchange Notes. See "Description of Notes --
Change of Control."
Certain Covenants............. The indenture pursuant to which the Exchange
Notes will be issued contains certain covenants
that, among other things, will limit the
ability of the Company and its Restricted
Subsidiaries (as defined) to: (i) incur
additional Indebtedness (as defined), (ii) make
Restricted Payments (as defined), (iii) sell
assets of the Company and its Restricted
Subsidiaries, (iv) issue or sell Capital Stock
(as defined) of a Restricted Subsidiary, (v)
enter into certain transactions with
affiliates, (vi) create certain liens, (vii)
enter into certain mergers and consolidations
and (viii) incur Indebtedness which is
subordinate to Senior Indebtedness and senior
to the Exchange Notes. The covenants are
subject to a number of significant exceptions
and qualifications. See "Description of Notes
-- Certain Covenants."
Absence of a Public Market for
the Exchange Notes............ The Exchange Notes will be a new issue of
securities for which there currently is no
market. Although the Initial Purchasers have
informed the Company that they currently intend
to make a market in the Exchange Notes, they
are not obligated to do so, and any such market
making may be discontinued at any time without
notice. Accordingly, there can be no assurance
as to the development or liquidity of any
market for the Exchange Notes. The Company
currently does not intend to apply for listing
of the Exchange Notes on any securities
exchange or for quotation through the National
Association of Securities Dealers Automated
Quotation System.
14
<PAGE> 16
CERTAIN CONSEQUENCES OF A FAILURE TO EXCHANGE OLD NOTES
The sale of the Old Notes was not registered under the Securities Act or
any state securities laws and therefore the Old Notes may not be offered, sold
or otherwise transferred except in compliance with the registration requirements
of the Securities Act and any other applicable securities laws, or pursuant to
an exemption therefrom or in a transaction not subject thereto, and in each case
in compliance with certain other conditions and restrictions, including the
Company's and the Trustee's right in certain cases to require the delivery of
opinions of counsel, certifications and other information prior to any such
transfer. Old Notes which remain outstanding after consummation of the Exchange
Offer will continue to bear a legend reflecting such restrictions on transfer.
In addition, upon consummation of the Exchange Offer, holders of Old Notes which
remain outstanding will not be entitled to any rights to have the resale of such
Old Notes registered under the Securities Act or to any similar rights under the
Registration Agreement. The Company currently does not intend to register under
the Securities Act the resale of any Old Notes which remain outstanding after
consummation of the Exchange Offer.
To the extent that Old Notes are tendered and accepted in the Exchange
Offer, a holder's ability to sell untendered Old Notes could be adversely
affected. In addition, although the Old Notes are eligible for trading in the
Private Offerings, Resale and Trading through Automatic Linkages ("PORTAL")
market, to the extent that Old Notes are tendered and accepted in connection
with the Exchange Offer, any trading market for Old Notes which remain
outstanding after the Exchange Offer could be adversely affected.
15
<PAGE> 17
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
The following summary combined financial data of the Company for the years
ended December 31, 1995 and 1996 have been derived from the audited historical
combined financial statements of TSG, the predecessor to the Company for
accounting purposes, as of and for the periods then ended. The summary
historical consolidated financial data of the Company as of and for the fiscal
year ended December 28, 1997 have been derived from the audited historical
consolidated financial statements of the Company as of and for the fiscal year
then ended. The unaudited pro forma consolidated financial data of the Company
as of and for the fiscal year ended December 28, 1997 have been derived from the
audited historical financial statements of the Company as of and for the fiscal
year ended December 28, 1997 and the audited historical carve-out financial
statements of GRI for the eight-month period ended August 31, 1997. The
historical unaudited consolidated financial data of the Company as of and for
the fiscal quarters ended March 30, 1997 and March 29, 1998 have been derived
from the unaudited historical consolidated financial statements of the Company
as of and for the fiscal quarters then ended. The following data should be read
in conjunction with "Pro Forma Financial Data," "Selected Financial and Other
Data," "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the financial statements and notes thereto included elsewhere
herein. The summary unaudited pro forma financial data do not purport to
represent what the Company's results of operations or financial position would
actually have been had the Refinancing or the GRI Acquisition occurred at such
times. This data also does not purport to project the Company's results of
operations or financial position for or at any future period or date.
<TABLE>
<CAPTION>
YEAR ENDED FISCAL YEAR ENDED
DECEMBER 31, DECEMBER 28, 1997(C) FISCAL QUARTER ENDED
------------------- ----------------------------- ---------------------------------
HISTORICAL HISTORICAL PRO FORMA
------------------- --------------------- ---------
PRO MARCH 30, MARCH 29, MARCH 29,
1995 1996 HISTORICAL FORMA(A) 1997 1998 1998(B)
---- ---- ---------- -------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................... $216,130 $228,260 $564,546 $985,096 $ 82,508 $255,056 $255,056
Cost of sales........................... 178,760 192,510 514,019 914,953 74,256 236,719 236,719
-------- -------- -------- -------- -------- -------- --------
Gross profit............................ 37,370 35,750 50,527 70,143 8,252 18,337 18,337
Selling, general and administrative
expenses.............................. 25,230 26,240 36,007 49,199 6,958 12,504 12,504
Michigan Single Business Tax............ 1,500 1,510 2,868 3,107 700 772 772
Restructuring costs..................... -- -- 2,000 2,000 -- -- --
-------- -------- -------- -------- -------- -------- --------
Operating income........................ 10,640 8,000 9,652 15,837 594 5,061 5,061
Interest expense, net................... 1,470 1,310 12,400 15,413 2,802 4,313 4,500
Other (income) expense, net............. (1,070) 70 -- 30 (220) -- --
-------- -------- -------- -------- -------- -------- --------
Income (loss) before taxes.............. 10,240 6,620 (2,748) 394 (1,988) 748 561
Income tax provision (benefit).......... 3,820 2,800 225 1,564 (480) 370 449
-------- -------- -------- -------- -------- -------- --------
Net income (loss)....................... $ 6,420 $ 3,820 $ (2,973) $ (1,170) $ (1,508) $ 378 $ 112
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents............... $ 1,800 $ 7,070 $ 11,575 $ 11,575 $ 3,687 $ 15,038
Receivables, net........................ 60,190 58,860 178,938 178,938 100,259 177,936
Total assets............................ 87,480 94,150 287,176 291,765 172,818 289,382
Total debt and capital lease
obligations........................... 3,550 4,200 153,246 161,979 122,872 161,403
Redeemable Series A Preferred Stock..... -- -- 36,000 36,000 36,000 36,000
Shareholders' equity (deficit).......... 63,650 69,450 (26,364) (26,364) (24,295) (26,762)
OTHER DATA:
EBITDA(D)............................... $ 16,680 $ 14,480 $ 22,379 $ 33,170 $ 3,010 $ 9,672 $ 9,672
Capital expenditures.................... 8,400 4,840 11,518 15,565 2,646 1,763
Depreciation and amortization........... 4,540 4,970 9,859 14,226 1,716 3,839 3,839
Ratio of EBITDA to interest expense,
net................................... 2.2x 2.1x
</TABLE>
- -------------------------
(A) The summary unaudited pro forma statement of operations data gives effect to
the Refinancing and the GRI Acquisition. The summary unaudited pro forma
balance sheet data gives effect to the Refinancing. See "Pro Forma Financial
Data."
(B) The summary unaudited pro forma information gives effect to the Refinancing.
See "Pro Forma Financial Data".
(C) Beginning in 1997, the Company adopted a fiscal year which ends on the last
Sunday in December.
(D) EBITDA represents income (loss) before income taxes plus interest expense,
net, depreciation and amortization, Michigan Single Business Tax and other
(income) expense, net. EBITDA is presented as additional information because
management believes it to be a useful indicator of a company's ability to
meet debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles).
16
<PAGE> 18
RISK FACTORS
This Prospectus contains statements which constitute forward-looking
statements. These statements appear in a number of places in this Prospectus and
include statements regarding the intent, belief, outlook, estimate or
expectations of the Company, its directors or its officers primarily with
respect to future events and the future financial performance of the Company.
Holders of the Old Notes are cautioned that any such forward-looking statements
are not guarantees of future events or performance and involve risks and
uncertainties, and that actual results may differ materially from those in the
forward-looking statements. In addition to the other matters described in this
Prospectus, holders of the Old Notes offered hereby should consider the specific
factors set forth below before accepting the Exchange Offer.
LEVERAGE; ABILITY TO SERVICE DEBT
The Company is highly leveraged. As of March 29, 1998, the Company's total
debt and capital lease obligations totaled $161.4 million (exclusive of $44.4
million of undrawn capacity under the New Credit Facility) and the Company's
ratio of total debt to total capitalization was 94%. The degree to which the
Company is leveraged could have important consequences to holders of the
Exchange Notes (and to holders of the Old Notes), including the following: (i)
the Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or other
purposes may be impaired; (ii) a substantial portion of the Company's cash flow
from operations will be dedicated to the payment of principal and interest on
its indebtedness, thereby reducing the funds available to the Company for its
operations and expansion plans; and (iii) the Company may be more vulnerable to
a downturn in general economic conditions or its business. The discretion of the
Company's management with respect to certain business matters will be limited by
covenants contained in the New Credit Facility and the Indenture as well as
future debt instruments. Among other things, the covenants contained in the
Indenture restrict, condition or prohibit the Company from incurring additional
indebtedness, creating liens on its assets, making certain asset dispositions
and entering into certain transactions with affiliates. In addition, the New
Credit Facility contains, financial and operating covenants and prohibitions,
including requirements that the Company maintain certain financial ratios. There
can be no assurance that the Company's leverage and such restrictions will not
materially and adversely affect the Company's ability to finance its future
operations or capital needs or to engage in other business activities. Moreover,
a failure to comply with the obligations contained in the Indenture or any other
agreements with respect to additional financing (including the New Credit
Facility or any replacement facility) could result in an event of default under
such agreements, which could permit acceleration of the related debt and
acceleration of debt under future debt agreements that may contain cross
acceleration or cross default provisions. See "Description of Notes."
The Company had a net loss of approximately $3.0 million in 1997. There can
be no assurance that the Company will become profitable. The Company's ability
to make scheduled payments or to refinance its obligations with respect to its
indebtedness depends on its financial and operating performance, which, in turn,
is subject to prevailing economic conditions and to financial, business and
other factors beyond its control and to the ability of the Company to access
payments and advances from its subsidiaries in amounts and at times sufficient
to fund its debt obligations. There can be no assurance that the Company's
operating results or access to payments and advances from its subsidiaries will
be sufficient for payment of the Company's indebtedness, including the Notes.
See "-- Holding Company Structure; Dependence upon Payments from Subsidiaries;
Effective Subordination."
HOLDING COMPANY STRUCTURE; DEPENDENCE UPON PAYMENTS FROM SUBSIDIARIES; EFFECTIVE
SUBORDINATION
The Company is a holding company and conducts all of its operations through
subsidiaries. Consequently, the ability of the Company to pay its obligations,
including its obligation to pay interest on and principal of the Exchange Notes
(and on any outstanding Old Notes), whether at the maturity thereof or upon an
earlier redemption at the option of the Company or the holders of such Notes,
will be dependent on the ability of the Company to receive dividends and other
payments or advances from its subsidiaries or to obtain additional
17
<PAGE> 19
capital or other payments or advances, in cash or otherwise, from its
subsidiaries (which have no obligation to provide such dividends, payments or
advances, other than pursuant to the Subsidiary Guarantees) or from another
source. All of the Company's Domestic Restricted Subsidiaries are Subsidiary
Guarantors.
The right of the Company to receive assets of any of its subsidiaries upon
liquidation or reorganization (and the consequent right of holders to
participate in those assets) of such subsidiary will be subject to the prior
claims of that subsidiary's creditors (including trade creditors). Accordingly,
the Exchange Notes (as is the case with the Old Notes) effectively will be
subordinated to all liabilities of the Company's subsidiaries, including trade
payables, except to the extent that the Company is itself recognized as a
creditor of such subsidiary, in which case the claims of the Company would still
be subordinated to any security interest in the assets of such subsidiary, and
any indebtedness of such subsidiary senior to that held by the Company. The
aggregate amount of debt and other liabilities of the Company's subsidiaries was
approximately $180.1 million as of March 29, 1998 (excluding debt owed by any
subsidiary to the Company).
RELIANCE ON THE AUTOMOTIVE INDUSTRY
Sales of the Company's services to the automotive market (including OEM
suppliers) accounted for approximately 97% of the Company's pro forma net sales
for the fiscal year ended December 28, 1997. As a result, the Company's
principal operations are directly related to domestic and foreign automotive
vehicle design, planning and production. Automotive sales and production are
highly cyclical, dependent on consumer spending and subject to the impact of
domestic and international economic conditions. In addition, automotive
production and sales can be affected by labor relations issues, regulatory
requirements, trade agreements and other factors. A decline in automotive sales
and design, planning and production could materially adversely affect the
Company's results of operations or financial condition. Because of the Company's
reliance on the automotive industry, which is centered in Southeastern Michigan,
approximately 36% of the Company's facilities were located in Michigan and over
50% of the Company's employees were based in Michigan as of December 28, 1997.
In the future, a majority of the Company's business is likely to remain in
Michigan, and therefore might be affected by any extraordinarily adverse
conditions in Michigan.
RELIANCE ON MAJOR CUSTOMERS
Sales to Ford, the Company's largest customer, accounted for approximately
72% of the Company's pro forma net sales in the fiscal year ended December 28,
1997. All of the Company's sales of In-Client Services and Business and
Technology Services to Ford are governed by the Ford Master Supply Agreement and
the Ford Master Vendor Agreement. Under the Ford Master Supply Agreement, the
Company has been designated as Ford's sole or preferred supplier of business and
technical services. The agreement is scheduled to terminate in August 2002, but
is subject to earlier termination by Ford in the event that the Company fails to
satisfy certain standards of performance and competitiveness. There can be no
assurance that Ford will continue to require all of the services currently
provided or that Ford will not develop alternative sources, including its
in-house operations, for the services currently purchased under the Ford Master
Supply Agreement.
The Ford Master Vendor Agreement designates the Company as the sole "master
vendor" of selected Contract Staffing services to specified Ford business units.
See "Business -- Operations -- In-Client Services." These services consist of
management of the selection, retention and payment of suppliers of personnel to
Ford through the Master Vendor Program. In exchange for such services, Ford pays
certain agreed upon compensation to the Company. In the United States, this
compensation includes payment for the personnel supplied to Ford at prescribed
hourly billing rates, together with certain agreed upon fees. These billing
rates are adjusted to reflect inflation on an annual basis. The Company is not
entitled to compensation from Ford for personnel costs that exceed the
prescribed billing rates. The Ford Master Vendor Agreement contemplates the
reduction of the fee percentage over time, with such reductions being fully
implemented by July 1998. In the United Kingdom, the Company receives
compensation in the form of a direct fee and passes through supplier charges
directly to Ford. The Ford Master Vendor Agreement specifies that certain
percentages of Ford's requirements for personnel be filled with the Company's
Contract Staffing employees. The Ford Master Vendor Agreement is scheduled to
terminate in August 2002, although the parties have
18
<PAGE> 20
agreed to negotiate in good faith to extend the term for an additional five-year
period. The Ford Master Vendor Agreement is also subject to certain termination
rights, including Ford's right to terminate upon MSXI's failure to satisfy
certain standards of performance and competitiveness or upon the occurrence of a
change in Ford's business, brought about by adverse economic conditions, that
eliminates the need for the services. Termination of the Ford Master Vendor or
the Ford Master Supply Agreement by Ford could have a material adverse effect on
the Company's business, operating results or financial condition.
In connection with the Master Vendor Program and with certain services
provided under the Ford Master Supply Agreement, the Company collects
receivables at approximately the same time it makes payment to its suppliers.
However, in connection with its other programs, the Company typically is
reimbursed by its customers within invoicing terms, which is generally a 60 day
period after it pays its employees. If any of the Company's large customers,
including Ford, were to experience a liquidity problem that resulted in such
customer being unable to reimburse the Company, the Company could, in turn,
develop a liquidity problem.
IMPACT OF TERMINATION OF CUSTOMER RELATIONSHIPS
As a leading, single source provider of staffing, engineering and business
services, the Company provides its customers with a broad range of complementary
services tailored to suit its customers' needs. Accordingly, as customers' needs
arise, the Company must often make significant financial commitments and incur
overhead expenses in order to complete projects or fulfill purchase orders. In
the event that the Company's customers cancel or cease to maintain their
arrangements with the Company or the Company is unable to procure similar
business from new customers, the Company may not be able to generate sufficient
revenues to offset its financial commitments or overhead expenses. There can be
no assurance that the work flow under its current arrangements will continue or
that such arrangements will be replaced by similar arrangements with the same or
new customers.
CONTROL BY PRINCIPAL SHAREHOLDERS
CVC and MascoTech beneficially own approximately 92% of the Company's
outstanding Common Stock and members of the management of the Company
beneficially own approximately 8% of the Company's outstanding Common Stock. If
these stockholders were to vote all of their shares in a similar manner, they
would effectively control the Company. In addition, they would have sufficient
voting power to elect the entire Board of Directors of the Company and, in
general, to determine the outcome of certain proposed corporate transactions,
including mergers, consolidations and the sale of all or substantially all of
the Company's assets, and to prevent or cause a change in control of the
Company. Further, CVC, MascoTech and certain members of management have entered
into a Stockholders' Agreement (as defined) whereby they have agreed to vote
their shares in such a manner as to elect the entire Board of Directors of the
Company. See "Certain Relationships and Related Transactions -- Stockholders'
Agreement."
COMPETITION
Each industry in which the Company operates is highly competitive. The
Company competes not only with full-service and highly specialized companies in
national, regional and local markets, but also competes with businesses that
have the ability to perform the Company's services in-house. The Company's
competitors may have greater name recognition and greater marketing, financial
and other resources than the Company, and the Company's in-house competitors
often have the capability to offer more highly integrated services at lower
cost. There can be no assurance that the Company will be able to compete
effectively against its competitors in the future or that businesses will
continue to outsource the types of services that the Company offers. Continued
or increased competition could limit the Company's ability to maintain or
increase its market share and margins and could have a material adverse effect
on the Company's business, financial condition or results of operation.
POSSIBLE ADVERSE EFFECTS OF FLUCTUATIONS IN THE GENERAL ECONOMY
Historically, the general level of economic activity has significantly
affected the demand for the Company's services. As economic activity has slowed,
the use of third-party services often has been curtailed
19
<PAGE> 21
before permanent employees have been laid off. An economic downturn on a
national or local basis may adversely affect the demand for the Company's
services and may have a material adverse effect on the Company's results of
operations or financial condition. As economic activity has increased, the
demand for third-party services has similarly increased. During periods of
increased economic activity and generally higher levels of employment, the
Company may face increased competitive pricing pressures. There can be no
assurance that such pricing pressures will not adversely affect the Company's
results of operations.
DEPENDENCE ON AVAILABILITY OF QUALIFIED PERSONNEL
The Company depends upon its ability to attract and retain personnel,
particularly technical personnel, who possess the skills and experience
necessary to meet the needs of its clients. Competition for individuals with
proven technical or professional skills is intense. The Company competes with
other staffing companies as well as the Company's customers and other employers
for qualified personnel. There can be no assurance that qualified personnel will
continue to be available to the Company in sufficient numbers and upon economic
terms acceptable to the Company. If the cost of attracting and retaining such
personnel increases, there can be no assurance that the Company will be able to
pass this increased cost through to its customers, and therefore such increases
may have a significant effect on the Company's results of operations and
financial condition.
FOREIGN EXCHANGE RISK
As a result of the Company's global expansion, non-United States net sales
accounted for approximately 14% of the Company's pro forma net sales for the
fiscal year ended December 28, 1997. A significant percentage of such sales are
denominated in currencies other than U.S. dollars. The Company anticipates that
its percentage of net sales generated outside the U.S. will increase in the
future. Changes in exchange rates therefore may have a significant effect on the
Company's results of operations and financial condition.
RISKS ASSOCIATED WITH RATIONALIZATION OF OPERATIONS
One of the Company's principal strategies is to improve its financial
results through the rationalization of operations. The Company expects to
realize cost savings from the GRI Acquisition through the consolidation of back
office activities and the ongoing rationalization of duplicative facilities,
management and administrative offices. Although the Company believes that its
strategies are reasonable, there can be no assurance that it will be able to
implement its plans without delay or that it will not encounter unanticipated
problems in connection with the rationalization of operations or that, when
implemented, its efforts will result in the cost savings that are currently
anticipated. The Company's plans may require substantial attention from members
of the Company's management, which would limit the amount of time such members
have available to devote to the Company's daily operations.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company plans to continue to make selective strategic acquisitions to
enhance its global market position and broaden its service offerings. There can
be no assurance, however, that the Company will be able to identify additional
acquisitions or that, if identified, any anticipated benefits will be realized
from such acquisitions. The availability of additional acquisition financing
cannot be assured and, depending on the terms of such additional acquisitions,
could be restricted by the terms of the New Credit Facility and/or the
Indenture. The process of integrating acquired operations into the Company's
existing operations may result in unforeseen operating difficulties and may
require significant financial resources that would otherwise be available for
the ongoing development or expansion of the Company's existing operations. In
addition, successful completion of an acquisition may depend on consents from
third parties, including regulatory authorities and private parties, which
consents are beyond the control of the Company. Possible future acquisitions by
the Company could result in the incurrence of additional debt, contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, all of which could materially adversely affect the Company's results of
operations and financial condition.
20
<PAGE> 22
POTENTIAL FLUCTUATIONS IN PERIODIC OPERATING RESULTS
Results for any quarter or fiscal year are not necessarily indicative of
the results that the Company may achieve for any subsequent quarter or fiscal
year. The timing or completion of material projects could result in fluctuations
in the Company's results of operations for particular quarterly or annual
periods.
EMPLOYMENT LIABILITY RISK
The Company, in the course of providing services to its customers, places
its employees in the workplaces of other businesses. An attendant risk of such
activity includes possible claims of errors and omissions, misuse of client
proprietary information, discrimination and harassment, theft of client
property, other criminal activity or torts, workers' compensation claims and
other claims. While the Company has not historically experienced any material
claims of these types, there can be no assurance that the Company will not
experience such claims in the future. In some instances, the Company has agreed
to indemnify clients against some of the foregoing matters.
FRAUDULENT CONVEYANCE
Although the Exchange Notes are obligations of the Company, they will be
unconditionally guaranteed on an unsecured senior subordinated basis by the
Subsidiary Guarantors. The Company is a holding company that derives all of its
operating income and cash flow from its subsidiaries. The performance by each
Subsidiary Guarantor of its obligations with respect to its Subsidiary Guarantee
may be subject to review under relevant federal and state fraudulent conveyance
and similar statutes in a bankruptcy or reorganization case or lawsuit by or on
behalf of unpaid creditors of such Subsidiary Guarantor. Under these statutes,
if a court were to find under relevant federal or state fraudulent conveyance
statutes that a Subsidiary Guarantor did not receive fair consideration or
reasonably equivalent value for incurring its Subsidiary Guarantee of the Old
Notes (and the exchange of the New Notes therefor), and that, at the time of
such incurrence, the Subsidiary Guarantor: (i) was insolvent, (ii) was rendered
insolvent by reason of such incurrence or grant, (iii) was engaged in a business
or transaction for which the assets remaining with such Subsidiary Guarantor
constituted unreasonably small capital or (iv) intended to incur, or believed
that it would incur, debts beyond its ability to pay such debts as they matured,
then such court, subject to applicable statutes of limitation, could void such
Subsidiary Guarantor's obligations under its Subsidiary Guarantee, recover
payments made under such Subsidiary Guarantee, subordinate such Subsidiary
Guarantee to other indebtedness of such Subsidiary Guarantor or take other
action detrimental to the Holders of the Notes.
The measure of insolvency for these purposes will depend upon the governing
law of the relevant jurisdiction. Generally, however, a company will be
considered insolvent for these purposes if the sum of that company's debts is
greater than the fair value of all of that company's property or if the present
fair salable value of that company's assets is less than the amount that will be
required to pay its probable liability on its existing debts as they become
absolute and matured or if a company is not able to pay its debts as they become
due. Moreover, regardless of solvency, a court could void an incurrence of
indebtedness, including the Subsidiary Guarantees, if it determined that such
transaction was made with the intent to hinder, delay or defraud creditors. In
addition, a court could subordinate the indebtedness, including the Subsidiary
Guarantees, to the claims of all existing and future creditors on similar
grounds. The Subsidiary Guarantees could also be subject to the claim that,
since the Subsidiary Guarantees were incurred for the benefit of the Company
(and only indirectly for the benefit of the Subsidiary Guarantors), the
obligations of the Subsidiary Guarantors thereunder were incurred for less than
reasonably equivalent value or fair consideration. Neither the Company nor any
Subsidiary Guarantor believes that, after giving effect to the Offering, any of
the Subsidiary Guarantors (i) was insolvent or rendered insolvent by the
incurrence of the Guarantees in connection with the Offering, (ii) was not in
possession of sufficient capital to run their business effectively or (iii)
incurred debts beyond its ability to pay as the same mature or become due.
There can be no assurance as to what standard a court would apply in order
to determine whether a Subsidiary Guarantor was "insolvent" upon the sale of the
Old Notes or that, regardless of the method of
21
<PAGE> 23
valuation, a court would not determine that such Subsidiary Guarantor was
insolvent upon consummation of the sale of the Old Notes.
CHANGE OF CONTROL
Upon the occurrence of a Change of Control, each holder of Exchange Notes
or of any outstanding Old Notes will have the right to require the Company to
repurchase all or a portion of such holder's Notes at a price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase. However, the Company's ability to
repurchase the Notes upon a Change of Control may be limited by the terms of
then existing contractual obligations of the Company and its subsidiaries. In
addition, the occurrence of a Change of Control will constitute an Event of
Default under the New Credit Facility. The New Credit Facility prohibits the
purchase of the Exchange Notes (and any outstanding Old Notes) unless and until
such time as the indebtedness under the New Credit Facility is paid in full.
There can be no assurance that the Company will have the financial resources to
repay amounts due under the New Credit Facility, or to repurchase or redeem the
Exchange Notes (and any outstanding Old Notes). If the Company fails to
repurchase all of such Notes tendered for purchase upon the occurrence of a
Change of Control, such failure will constitute an Event of Default under the
Indenture. See "-- Leverage; Ability to Service Debt" above.
With respect to the sale of assets referred to in the definition of Change
of Control, the phrase "all or substantially all" as used in such 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 maybe unclear whether a Change of Control has occurred and whether
the Notes are subject to an offer to purchase.
The Change of Control provision may not necessarily afford the holders
protection in the event of a highly leveraged transaction, including a
reorganization, restructuring, merger or other similar transaction involving the
Company that may adversely affect the holders, because such transactions may not
involve a shift in voting power or beneficial ownership or, even if they do, may
not involve a shift of the magnitude required under the definition of Change of
Control to trigger such provisions. Except as described under "Description of
Exchange Notes -- Change of Control" the Indenture does not contain provisions
that permit the holders of the Notes to require the Company to repurchase or
redeem the Notes in the event of a takeover, recapitalization or similar
transaction.
LACK OF PUBLIC MARKET; RESTRICTIONS ON TRANSFERABILITY
The Exchange Notes are a new issue of securities for which there is
currently no active trading market. If a trading market develops for the
Exchange Notes, they may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities and
other factors, including general economic conditions and the financial condition
of the Company. The Company does not intend to apply for a listing or quotation
of the Exchange Notes on any securities exchange or stock market. Each of the
Initial Purchasers currently makes a market in the Notes. However, the Initial
Purchasers are not obligated to do so, and any such market making may be
discontinued at any time without notice. There can be no assurance as to the
development or liquidity of any market for the Exchange Notes.
RESTRICTIONS ON TRANSFER
The Old Notes were offered and sold by the Company in a private offering
exempt from registration requirements pursuant to the Securities Act. As a
result, the Old Notes may not be reoffered or resold except pursuant to an
effective registration statement under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such registration
requirements. Each Holder (other than any Holder who is an affiliate of the
Company) who duly exchanges Old Notes for Exchange Notes in the Exchange Offer
will receive Exchange Notes that are freely transferable under the Securities
Act. Holders who participate in the
22
<PAGE> 24
Exchange Offer should be aware, however, that if they accept the Exchange Offer
for the purpose of engaging in a distribution, the Exchange Notes may not be
publicly reoffered or resold without complying with the registration and
prospectus delivery requirements under the Securities Act. As a result, each
Holder accepting the Exchange Offer will be required to represent that (i) it is
not an "affiliate" of the Company, (ii) any Exchange Notes to be received by it
are being acquired in the ordinary course of its business, and (iii) it has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of such Exchange Notes. If existing
Commission interpretations permitting free transferability of the Exchange Notes
following the Exchange Offer are changed prior to consummation of the Exchange
Offer, the Company will use its best efforts to register the Old Notes for
resale under the Securities Act. See "The Exchange Offer."
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the
Exchange Notes offered hereby. In consideration for issuing the Exchange Notes
in exchange for Old Notes as described in this Prospectus, the Company will
receive Old Notes in like principal amount. The Old Notes surrendered in
exchange for the Exchange Notes will be retired and canceled. Accordingly, the
issuance of the Exchange Notes will not result in any change in the indebtedness
of the Company.
23
<PAGE> 25
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
the Company as of March 29, 1998. This table should be read in conjunction with
the consolidated financial statements, including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Registration Statement.
<TABLE>
<CAPTION>
AS OF
MARCH 29,
1998
-----------
ACTUAL
------
(DOLLARS IN
THOUSANDS)
<S> <C>
Short-term debt:
Notes payable............................................. $ 7,323
--------
Total short-term debt................................ 7,323
--------
Long-term debt:
New Credit Facility(A).................................... 53,825
11 3/8% Senior Subordinated Notes due 2008................ 100,000
--------
Total long-term debt................................. 153,825
--------
Long-term capital lease obligations......................... 255
Redeemable Series A Preferred Stock......................... 36,000
Shareholders' equity (deficit):
Common Stock, $.01 par: authorized, 2,000,000 shares;
issued and outstanding 95,004 shares................... 1
Additional paid-in capital................................ (22,251)
Accumulated other comprehensive income (loss)............. (1,917)
Accumulated deficit....................................... (2,595)
--------
Total shareholders' equity (deficit)................. (26,762)
--------
Total capitalization, including total short-term
debt.............................................. $170,641
========
</TABLE>
- -------------------------
(A) The New Credit Facility provides for borrowings of up to $100 million.
Availability under the New Credit Facility is subject to satisfaction of a
borrowing base requirement and certain other conditions. As of March 29,
1998, the Company has classified amounts due under the New Credit Facility
as long-term debt, as the Company has both the ability and intent to
refinance such amounts. On April 14, 1998, the Company amended and restated
the New Credit Facility to add a $30 million term loan portion. On the same
date, the Company borrowed the full amount available under the term loan and
used the funds to reduce outstanding balances under the revolving loan
portion of the New Credit Facility. See "Description of Certain Other
Indebtedness -- New Credit Facility."
24
<PAGE> 26
PRO FORMA FINANCIAL DATA
The following unaudited pro forma financial data have been derived from the
unaudited historical consolidated financial statements as of and for the fiscal
quarter ended March 29, 1998 for the Company, the audited historical
consolidated financial statements as of and for the fiscal year ended December
28, 1997 for the Company and from the audited historical carve-out financial
statements for the eight-month period ended August 31, 1997 for GRI.
The Company is a holding company formed and owned by CVC, MascoTech and
certain members of management. The Company was formed to consummate the TSG
Acquisition, in which it acquired selected assets and operations of the former
engineering and technical business services units of MASG and MascoTech, as well
as the net assets of APX which previously had been acquired by MASG on November
6, 1996. The TSG Acquisition was effective on January 3, 1997. Effective August
31, 1997, the Company acquired certain service-providing operations of Ford
through the acquisition of GRI, a wholly-owned subsidiary of Ford. The unaudited
pro forma consolidated statement of operations for the fiscal year ended
December 28, 1997 gives effect to (i) the GRI Acquisition and (ii) the
Refinancing, as described in the notes to the unaudited pro forma consolidated
financial data. The unaudited pro forma consolidated statement of operations for
the fiscal quarter ended March 29, 1998 gives effect to the Refinancing, as
described in the notes to the unaudited pro forma consolidated financial data.
The unaudited pro forma consolidated statement of operations for the fiscal
year ended December 28, 1997 gives effect to the GRI Acquisition and to the
Refinancing as if such transactions had occurred on January 1, 1997. The
unaudited pro forma consolidated statement of operations for the fiscal quarter
ended March 29, 1998 gives effect to the Refinancing as if the transaction had
occurred on January 1, 1997. The unaudited pro forma financial data do not
purport to represent what the Company's results of operations would actually
have been had these transactions occurred at such times. This data also does not
purport to project the Company's results of operations for or at any future
period or date.
The unaudited pro forma financial data should be read in conjunction with
"Use of Proceeds," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical financial statements and the notes
thereto included elsewhere in this Offering Memorandum.
25
<PAGE> 27
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 28, 1997
<TABLE>
<CAPTION>
PRO FORMA
GRI FOR THE ADJUSTMENTS PRO FORMA
EIGHT MONTHS ENDED FOR THE GRI ADJUSTMENTS FOR
MSXI AUGUST 31, 1997 ACQUISITION THE REFINANCING PRO FORMA
---- ------------------ ----------- --------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net sales........................... $564,546 $431,134 $(10,584)(A) $985,096
Cost of sales....................... 514,019 411,518 (10,584)(A) 914,953
-------- -------- --------
Gross profit...................... 50,527 19,616 70,143
Selling, general and administrative
expenses.......................... 36,007 13,636
(851)(B)
407(C) 49,199
Michigan Single Business
Tax............................... 2,868 239 3,107
Restructuring costs................. 2,000 2,000
-------- -------- --------
Operating income.................. 9,652 5,741 15,837
Interest expense (income), net...... 12,400 (1,166) $ 14,803(E)
(12,400)(F)
1,166(G)
610(H) 15,413
Other expense (income), net......... -- 30 30
-------- -------- --------
Income (loss) before income
taxes........................... (2,748) 6,877 394
Income tax provision (benefit)...... 225 2,908 186(D) (1,755)(I) 1,564
-------- -------- --------
Net income (loss)................. $ (2,973) $ 3,969 $ (1,170)
======== ======== ========
OTHER DATA
EBITDA(J)........................... $ 22,379 $ 9,940 $ 33,170
Capital expenditures................ 11,518 4,047 15,565
Depreciation and amortization....... 9,859 3,960 14,226
Ratio of EBITDA to interest expense
(income), net..................... 2.2x
Ratio of earnings to fixed
charges(K)........................ 1.0x
</TABLE>
26
<PAGE> 28
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL QUARTER ENDED MARCH 29, 1998
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS FOR
MSXI THE REFINANCING PRO FORMA
---- --------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INCOME STATEMENT DATA
Net sales................................................... $255,056 $255,056
Cost of sales............................................... 236,719 236,719
-------- --------
Gross profit.............................................. 18,337 18,337
Selling, general and administrative expenses................ 12,504 12,504
Michigan Single Business Tax................................ 772 772
-------- --------
Operating income.......................................... 5,061 5,061
Interest expense (income), net.............................. 4,313 $ 4,347(A)
(4,313)(B)
153(C) 4,500
-------- --------
Income before income taxes................................ 748 561
Income tax provision........................................ 370 79(D) 449
-------- --------
Net income................................................ $ 378 $ 112
======== ========
OTHER DATA
EBITDA(E)................................................... $ 9,672 $ 9,672
Depreciation and amortization............................... 3,839 3,839
Ratio of EBITDA to interest expense (income), net........... 2.1x
Ratio of earnings to fixed charges(F)....................... 1.1x
</TABLE>
27
<PAGE> 29
BASIS OF PRESENTATION
The following pro forma adjustments are based on available information and
certain management estimates and assumptions. The Company believes that such
adjustments provide a reasonable basis for presenting all of the significant
effects of the GRI Acquisition and the Refinancing and that the pro forma
adjustments are properly applied in the unaudited pro forma consolidated
financial statements.
The final determination of the purchase price for the APX and GRI
Acquisitions will be completed when certain contractual matters are concluded.
The preliminary allocation of purchase price for the GRI Acquisition will be
completed during 1998. Any adjustments to the purchase price will change
recorded goodwill and will be amortized to expense over the remaining goodwill
period. Management believes the resolution of these matters will not have a
material effect on the results of operations, financial position or cash flows
of the Company.
ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE FISCAL
YEAR ENDED
DECEMBER 28, 1997
The accompanying unaudited pro forma consolidated statement of operations
for the fiscal year ended December 28, 1997 includes the following adjustments
to present results as if the GRI Acquisition and the Refinancing had been
consummated on January 1, 1996:
GRI Acquisition
(A) Eliminate intercompany sales between the Company and GRI.
(B) Reduce employment expense to reflect contractual agreements with Ford
in connection with the GRI Acquisition.
(C) Record amortization of goodwill resulting from the GRI Acquisition over
an estimated useful life of 20 years.
(D) Record the income tax provision resulting from the pro forma
adjustments related to the GRI Acquisition, at an assumed effective
income tax rate of 42%.
The Refinancing
(E) Record interest expense associated with the Notes at an annual
interest rate of 11.375%, the New Credit Facility at assumed annual
interest rates which ranged from 6.7% to 7.2% on average monthly
borrowings and other debt at assumed annual interest rates which
ranged from 7.0% to 7.39%.
The impact on interest expense of a 1/8 of 1% change in the interest
rate related to average monthly borrowings on the New Credit Facility
and other debt is approximately $53,000 on an annual basis.
(F) Eliminate historical interest expense.
(G) Eliminate GRI interest income related to excess GRI cash used by the
Company to reduce borrowings used to finance the GRI Acquisition.
(H) Record amortization of costs associated with the Refinancing.
(I) Record the income tax benefit resulting from the pro forma adjustments
related to the Refinancing, at an assumed effective income tax rate of
42%.
Other
(J) EBITDA represents income (loss) before income taxes plus interest
expense, net, depreciation, amortization, Michigan Single Business Tax
and other (income) expense, net. EBITDA is presented as additional
information because management believes it to be a useful indicator of
a company's ability to meet debt service and capital expenditure
requirements. It is not, however,
28
<PAGE> 30
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles).
(K) For purposes of computing the ratio of earnings to fixed charges,
earnings represent net income (loss) before income taxes and fixed
charges. Fixed charges consist of interest expense, the interest
component of operating leases and amortization of deferred financing
costs.
ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE FISCAL
QUARTER ENDED
MARCH 29, 1998
The accompanying unaudited pro forma consolidated statement of operations
for the fiscal quarter ended March 29, 1998 includes the following adjustments
to present results as if the Refinancing had been consummated on January 1,
1997:
The Refinancing
(A) Record interest expense associated with the Notes at an annual interest
rate of 11.375%, the New Credit Facility at assumed annual interest
rates which ranged from 6.7% to 7.5% on average monthly borrowings and
other debt at assumed annual interest rates which ranged from 6.94% to
8.5%.
The impact on interest expense of a 1/8 of 1% change in the interest
rate related to average monthly borrowings on the New Credit Facility
and other debt is approximately $53,000 on an annual basis.
(B) Eliminate historical interest expense.
(C) Record amortization of costs associated with the Refinancing.
(D) Record the income tax benefit resulting from the pro forma adjustments
related to the Refinancing, at an assumed effective income tax rate of
42%.
Other
(E) EBITDA represents income (loss) before income taxes plus interest
expense, net, depreciation, amortization, Michigan Single Business Tax
and other (income) expense, net. EBIDTA is presented as additional
information because management believes it to be a useful indicator of
a company's ability to meet debt service and capital expenditure
requirements. It is not, however, intended as an alternative measure
of operating results or cash flow from operations (as determined in
accordance with generally accepted accounting principles).
(F) For purposes of computing the ratio of earnings to fixed charges,
earnings represent net income (loss) before income taxes and fixed
charges. Fixed charges consist of interest expense, the interest
component of operating leases and amortization of deferred financing
costs.
29
<PAGE> 31
SELECTED FINANCIAL AND OTHER DATA
The following selected historical combined financial data of the Company
for the year ended December 31, 1993 have been derived from the unaudited
historical combined financial statements of TSG, the predecessor to the Company
for accounting purposes as of and for the period then ended. The selected
historical combined statement of operations data of the Company for the year
ended December 31, 1994 have been derived from the audited historical combined
statement of operations of TSG for the year ended December 31, 1994. The
selected historical combined balance sheet data of the Company as of December
31, 1994 have been derived from the unaudited combined balance sheet of TSG as
of December 31, 1994. The selected historical combined financial data of the
Company as of and for the years ended December 31, 1995 and 1996 have been
derived from the audited historical combined financial statements of TSG as of
and for the periods then ended. The selected historical consolidated financial
data of the Company as of and for the fiscal year ended December 28, 1997 have
been derived from the audited historical financial statements of the Company, as
of and for the fiscal year then ended. The selected historical unaudited
consolidated financial data of the Company as of and for the fiscal quarters
ended March 30, 1997 and March 29, 1998 have been derived from the unaudited
historical financial statements of the Company as of and for the fiscal quarters
then ended. The selected financial and other data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and notes thereto included
elsewhere herein.
<TABLE>
<CAPTION>
FISCAL FISCAL QUARTER ENDED
YEAR ENDED DECEMBER 31, YEAR ENDED ---------------------
----------------------------------------- DECEMBER 28, MARCH 30, MARCH 29,
1993 1994 1995 1996 1997(A) 1997 1998
---- ---- ---- ---- ------------ --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales....................... $155,259 $184,540 $216,130 $228,260 $564,546 $ 82,508 $255,056
Cost of sales................... 125,855 149,950 178,760 192,510 514,019 74,256 236,719
-------- -------- -------- -------- -------- -------- --------
Gross profit.................... 29,404 34,590 37,370 35,750 50,527 8,252 18,337
Selling, general and
administrative expenses....... 20,586 23,550 25,230 26,240 36,007 6,958 12,504
Michigan Single Business Tax.... 1,340 1,760 1,500 1,510 2,868 700 772
Restructuring costs............. -- -- -- -- 2,000 -- --
-------- -------- -------- -------- -------- -------- --------
Operating income................ 7,478 9,280 10,640 8,000 9,652 594 5,061
Interest expense, net........... 308 920 1,470 1,310 12,400 2,802 4,313
Other (income) expense, net..... 173 (180) (1,070) 70 -- (220) --
-------- -------- -------- -------- -------- -------- --------
Income (loss) before taxes...... 6,997 8,540 10,240 6,620 (2,748) (1,988) 748
Income tax provision
(benefit)..................... 2,939 3,140 3,820 2,800 225 (480) 370
-------- -------- -------- -------- -------- -------- --------
Net income (loss)............... $ 4,058 $ 5,400 $ 6,420 $ 3,820 $ (2,973) $ (1,508) $ 378
======== ======== ======== ======== ======== ======== ========
BALANCE SHEET DATA (AT PERIOD
END):
Cash and cash equivalents....... $ 120 $ 1,540 $ 1,800 $ 7,070 $ 11,575 $ 3,687 $ 15,038
Receivables, net................ 41,400 47,240 60,190 58,860 178,938 100,259 177,936
Total assets.................... 60,442 69,490 87,480 94,150 287,176 172,818 289,382
Total debt and capital lease
obligations................... 201 3,370 3,550 4,200 153,246 122,872 161,403
Redeemable Series A Preferred
Stock......................... -- -- -- -- 36,000 36,000 36,000
Shareholders' equity
(deficit)..................... 35,890 46,430 63,650 69,450 (26,364) (24,295) (26,762)
OTHER DATA:
EBITDA(B)....................... $ 11,684 $ 15,430 $ 16,680 $ 14,480 $ 22,379 $ 3,010 $ 9,672
Capital expenditures............ 5,175 7,030 8,400 4,840 11,518 2,646 1,763
Depreciation and amortization... 2,866 4,390 4,540 4,970 9,859 1,716 3,839
Ratio of earnings to fixed
charges(C).................... 5.6x 4.1x 3.4x 3.1x -- -- 1.1x
</TABLE>
- -------------------------
(A) Beginning in 1997, the Company adopted a fiscal year which ends on the last
Sunday in December.
(B) EBITDA represents income (loss) before income taxes plus interest expense,
net, depreciation, amortization, Michigan Single Business Tax and other
(income) expense, net. EBITDA is presented as additional information because
management believes it to be a useful indicator of a company's ability to
meet debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles).
(C) For purposes of computing the ratio of earnings to fixed charges, earnings
represent net income (loss) before income taxes and fixed charges. Fixed
charges consist of interest expense, the interest component of operating
leases and amortization of deferred financing costs. For the fiscal year
ended December 28, 1997 and for the fiscal quarter ended March 30, 1997
earnings were inadequate to cover fixed charges by approximately $2.7
million and $2.0 million, respectively.
30
<PAGE> 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following analysis of financial condition and results of operations
should be read in conjunction with the separate financial statements of the
Company, APX and GRI and the related notes thereto and the unaudited pro forma
financial statements and related notes thereto contained elsewhere in this
Offering Memorandum. The results of operations for the fiscal quarters ended
March 29, 1998 and March 30, 1997 include the consolidated results of operations
of MSXI. The results of operations for the fiscal year ended December 28, 1997
include the results of operations of MSXI, which include the results of
operations of GRI since August 31, 1997, the date of the GRI Acquisition. The
results of operations for the year ended December 31, 1996 include the results
of operations of TSG, the predecessor to the Company for accounting purposes,
but does not include the results of APX, which was acquired by the Company
effective January 3, 1997. Accordingly, the results of operations for the fiscal
year ended December 28, 1997 are not directly comparable to the results of
operations for the year ended December 31, 1996.
GENERAL
The Company is a holding company formed and owned by CVC, MascoTech and
certain members of management. The Company was formed to consummate the TSG
Acquisition, in which it acquired selected assets and operations of the former
engineering and technical business services units of MASG and MascoTech, as well
as the net assets of APX, a design and engineering services provider, which
previously were acquired by MASG on November 6, 1996. The TSG Acquisition was
effective on January 3, 1997. TSG was a provider of product engineering services
and temporary staffing to the automotive industry. The Company acquired GRI on
August 31, 1997 in order to continue its strategy of increasing its global
presence and range of product offerings. GRI provided the Company with the
ability to offer master vendor services and additional Business and Technology
Services. As a result of the APX and GRI Acquisitions, the Company believes that
it is well positioned to increase its market share among existing customers,
increase its market share in the global automotive market and expand into
non-automotive markets. The Company also intends to continue to rationalize its
cost structure through the elimination of redundant back office activities,
facilities, management and administrative offices, as well as to pursue
additional strategic acquisitions that complement or expand the Company's
existing service offerings.
The Company is organized around three strategic service offerings:
In-Client Services, Product Development Services, and Business and Technology
Services.
In-Client Services consists principally of TSG's and APX's former temporary
staffing businesses and GRI's temporary staffing procurement services. Pro forma
net sales of In-Client Services for the fiscal year ended December 28, 1997 were
approximately $450 million. Contract Staffing sales are generated principally
from time and material contracts in which the Company bills customers for
contract labor at an hourly rate. Contract Staffing cost of sales consist
principally of direct labor costs and related benefits which are paid by the
Company. While the Company intends to expand its Master Vendor Program to other
customers, all of the Master Vendor Program sales are currently generated under
the Ford Master Vendor Agreement.
The Company generates a substantial portion of its In-Client Services' net
sales under the Ford Master Vendor Agreement by charging Ford prescribed hourly
billing rates, which adjust annually to reflect inflation. In addition, the
Company charges Ford certain agreed upon fees. The Master Vendor Program's costs
of sales consists principally of direct labor costs billed from suppliers to the
Company. During 1997, the specified fees were periodically reduced by
approximately 37% to reflect changes in service levels and improved operating
efficiencies. Pursuant to the Ford Master Vendor Agreement, the fees will be
further reduced by an additional 20% in July of 1998. In anticipation of these
fee reductions, the Company continued cost reduction measures initiated by GRI
prior to the GRI Acquisition, which were principally completed as of September
28, 1997. These cost reduction measures included the implementation of process
and system efficiencies including the reduction of personnel, the combination of
certain functions and the elimination of certain extraneous services. To further
offset these fee reductions, the Company and Ford have agreed that the Company
will provide an increasing number of contract laborers to Ford or receive
compensation for staffing shortfalls below a specified
31
<PAGE> 33
minimum level. Additionally, the Company expects that Ford will increase its
usage of Master Vendor Program services for its European business units. The
Company also anticipates negotiating with suppliers to lower its aggregate labor
costs, of which Ford is entitled to share in the realized savings up to a set
amount. The Company believes that the effect of the foregoing will offset the
effect of the fee reductions although there can be no assurance that such
benefits will be fully realized.
Product Development Services consists principally of TSG's and APX's
engineering services businesses. Pro forma net sales of Product Development
Services for the fiscal year ended December 28, 1997 were approximately $205
million. Product Development Services sales are generated principally from fixed
price, time and material and price per unit contracts. Contracts are typically
for specific projects and range from several days to several years in duration.
Product Development Services cost of sales consists principally of direct labor
costs and related benefits and facility and technology costs.
Business and Technology Services consists principally of TSG's marketing
and training services and the balance of GRI's services other than temporary
staffing procurement services. Pro forma net sales of Business and Technology
Services for the fiscal year ended December 28, 1997 were approximately $320
million. All sales to Ford of these services are pursuant to the Ford Master
Supply Agreement. The Ford Master Supply Agreement requires that Ford utilize
the Company as the sole or preferred provider of certain of these services.
Sales under the Ford Master Supply Agreement are principally cost plus in which
the Company charges Ford for services which are provided by either the Company
or outside suppliers. Sales outside of the Ford Master Supply Agreement are
generated principally from fixed price, time and material and price per unit
contracts. Outside of the Ford Master Supply Agreement, Business and Technology
Services are typically provided under purchase orders that are renewed annually.
Business and Technology Services cost of sales consists principally of direct
labor costs and related benefits and facility and technology costs.
As part of the GRI Acquisition, Ford retained the former Power Products
division ("PPD") of GRI and the Company agreed to provide certain transitional
administrative functions to PPD for a limited time. Fees for the services that
are currently provided to Ford approximate $0.3 million per month. The Company
anticipates that Ford will discontinue the use of these services during 1998. In
anticipation of the discontinuance of these services, the Company has identified
cost savings in relation to the elimination of redundant facilities and
personnel, including the GRI headquarters, which closed when the building's
lease expired on May 31, 1998. The Company anticipates it will realize these
cost savings during 1998, effectively offsetting the reduction in fees earned
for providing these services to Ford.
32
<PAGE> 34
SUPPLEMENTAL FINANCIAL AND OTHER DATA
The supplemental financial data presented below are included for the
purpose of providing supplemental information in order to assist investors in
understanding the historical financial performance of TSG, APX and GRI. The
financial information for the fiscal years ended 1995 and 1996 for APX includes
the operations of PMC, which were not included in the APX Acquisition. As a
result, the financial statements of APX are not reflective of the assets
acquired in the APX Acquisition. The 1996 fiscal year of APX reflects only
results for the 10 month and 6 day period ending November 6, 1996, the date APX
was acquired by MASG. In addition, the carve-out financial statements for GRI
for 1997 are for the eight-month period ended August 31, 1997. From September 1,
1997 the results of GRI are included in the results of MSXI. The following
supplemental historical data should not be construed to be indicative of the
results that actually would have occurred if the companies had been combined on
the date assumed and do not purport to project the Company's results of
operations at any future date.
<TABLE>
<CAPTION>
HISTORICAL(A)
-----------------------------------------
MSXI/TSG APX(B)(D) GRI(C) TOTAL(E)
-------- --------- ------ --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Year Ending 1997
Net sales.............................................. $ 564.5 -- $ 431.1 $ 995.6
Cost of sales.......................................... (514.0) -- (411.5) (925.5)
------- ------- ------- --------
Gross profit......................................... 50.5 -- 19.6 70.1
Selling, general and administrative expenses........... (36.0) -- (13.6) (49.6)
Michigan Single Business Tax........................... (2.9) -- (0.2) (3.1)
Restructuring costs.................................... (2.0) -- -- (2.0)
------- ------- ------- --------
Operating income..................................... $ 9.7 -- $ 5.7 $ 15.4
======= ======= ======= ========
Other Data:
EBITDA(E)............................................ $ 22.4 -- $ 9.9 $ 32.3
Capital expenditures................................. 11.5 -- 4.0 15.5
Year Ending 1996
Net sales.............................................. $ 228.3 $ 135.1 $ 690.5 $1,053.8
Cost of sales.......................................... (192.5) (127.1) (665.7) (985.3)
------- ------- ------- --------
Gross profit......................................... 35.8 7.9 24.8 68.5
Selling, general and administrative expenses........... (26.2) (7.9) (21.6) (55.7)
Michigan Single Business Tax........................... (1.5) (0.8) (0.3) (2.6)
------- ------- ------- --------
Operating income..................................... $ 8.0 $ (0.8) $ 3.0 $ 10.2
======= ======= ======= ========
Other Data:
EBITDA(E)............................................ $ 14.5 $ 1.9 $ 8.3 $ 24.7
Capital expenditures................................. 4.8 0.6 3.7 9.1
Year Ending 1995
Net sales.............................................. $ 216.1 $ 140.2 $ 550.4 $ 906.8
Cost of sales.......................................... (178.8) (129.7) (531.1) (839.6)
------- ------- ------- --------
Gross profit......................................... 37.4 10.5 19.3 67.2
Selling, general and administrative expenses........... (25.2) (9.3) (23.3) (57.9)
Michigan Single Business Tax........................... (1.5) (1.4) (0.3) (3.2)
------- ------- ------- --------
Operating income..................................... $ 10.6 $ (0.2) $ (4.3) $ 6.1
======= ======= ======= ========
Other Data:
EBITDA(E)............................................ $ 16.7 $ 3.6 $ 0.2 $ 20.5
Capital expenditures................................. 8.4 0.7 6.6 15.7
</TABLE>
- -------------------------
(A) Numbers may not total due to rounding.
(B) The 1996 fiscal year of APX reflects only results for the 10 month and 6 day
period ending November 6, 1996, the date APX was acquired by MASG.
Additionally, the historical financial statements of APX include the results
of operations of the PMC division which was not acquired by MASG. For the
fiscal years ended 1995 and 1996, net sales attributable to PMC were $10.6
million and $8.8 million, respectively, and operating income attributable to
PMC was $(.9) million and $0.1 million, respectively.
Unaudited net sales; gross profit; selling, general and administrative
expenses and the operating loss for the period November 7, 1996 to December
29, 1996 were approximately $16.5 million, $1.4 million, $1.7 million and
$0.4 million, respectively.
(C) Carve-out financial statements for GRI for 1997 are for the eight-month
period ended August 31, 1997. From September 1, 1997 the results of GRI are
included in the results of MSXI.
(D) Michigan Single Business Tax for APX for the fiscal year ended 1995 has been
reclassified from cost of sales in the historical audited statements of
operations. For consistency of presentation, approximately $2.0 million of
divisional administrative expense
33
<PAGE> 35
has been reclassified from cost of sales in the historical audited statement of
operations for APX for the year ended 1995 to selling, general and
administrative expenses.
(E) The total column is a summation of the amounts of the indicated entities and
do not reflect elimination of intracompany sales for the period in 1997 and
for 1996 of $10.6 million and $17.1 million, respectively. Intracompany
sales for the period in 1995 is not readily available. The information
presented is not intended to be a presentation of pro forma information in
accordance with Article 11 of Regulation S-X. Reference is made to the pro
forma financial information included elsewhere herein under the caption "Pro
Forma Financial Data."
(F) EBITDA represents income (loss) before income taxes plus interest expense,
net, depreciation and amortization, Michigan Single Business Tax and other
(income) expense, net. EBITDA is presented as additional information because
management believes it to be a useful indicator of a company's ability to
meet debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles).
RESULTS OF OPERATIONS
FISCAL QUARTER ENDED MARCH 29, 1998 COMPARED WITH THE FISCAL QUARTER ENDED MARCH
30, 1997
Net Sales
MSXI's net sales for the fiscal quarter ended March 29, 1998 increased
$172.6 million (209%) from $82.5 million to $255.1 million, as compared to the
fiscal quarter ended March 30, 1997. This increase resulted principally from the
GRI Acquisition. Sales increases are additionally due to increased Product
Development sales in Europe and contract staffing labor sales in United States.
Gross Profit
MSXI's gross profit for the fiscal quarter ended March 29, 1998, increased
$10.0 million (122%), from $8.3 million to $18.3 million, as compared to the
fiscal quarter ended March 30, 1997. This increase resulted principally from the
GRI Acquisition. Gross profit as a percentage of net sales for the fiscal
quarter ended March 29, 1998 decreased from 10.0% to 7.2%, as compared to the
fiscal quarter ended March 30, 1997, principally due to the inclusion of gross
profits from GRI, which are at a lower margin than the Company's other
businesses.
Selling, General and Administrative Expenses
MSXI's selling, general and administrative expenses for the fiscal quarter
ended March 29, 1998 increased $5.5 million (79.7%), from $7.0 million to $12.5
million, as compared to the fiscal quarter ended March 30, 1997. This increase
resulted principally from the GRI Acquisition. Selling, general and
administrative expenses as a percentage of net sales for the fiscal quarter
ended March 29, 1998 decreased from 8.4% to 4.9%, as compared to the fiscal
quarter ended March 30, 1997, principally as a result of the acquisition of GRI
where the ratio of selling, general and administrative expenses as a percentage
of net sales was lower than that of the Company.
Operating Income
Principally as a result of the foregoing, MSXI's operating income for the
three months ended March 29, 1998 increased $4.5 million (752.0%), from $0.6
million to $5.1 million, as compared to the fiscal quarter ended March 30, 1997,
and operating income as a percentage of sales for the fiscal quarter ended March
29, 1998 increased from 0.7% to 1.9%, as compared to the fiscal quarter ended
March 30, 1997.
FISCAL YEAR ENDED DECEMBER 28, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31,
1996
Net Sales
MSXI's net sales for the twelve months ended December 28, 1997 increased
$336.2 million (147.3%), from $228.3 million to $564.5 million, as compared to
the twelve months ended December 31, 1996. This increase resulted principally
from the APX and GRI acquisitions. These increases were offset by a decline in
net sales of Product Development Services in the United States due to the
completion of a multi-year project, the early termination of an engineering
project in Europe and the planned elimination of an unprofitable shop facility
in the United States. Combined 1997 sales of MSXI and preacquisition GRI were
lower than the combined 1996 sales of TSG, APX and GRI due to decreases in sales
of Product Development Services,
34
<PAGE> 36
temporary staffing procurement services at GRI and purchasing services. Product
Development Services sales declined due to a reduction in product engineering
sales, primarily in Europe, and the closure of two unprofitable prototype
tooling facilities in the United States. Sales of temporary staffing procurement
services declined due to lower headcount placed at Ford. Sales of Purchasing
services decreased because Ford reduced its usage of training and consultant
procurement services as a result of the effectiveness of the Company's services.
Gross Profit
MSXI's gross profit for the twelve months ended December 28, 1997, which
includes gross profits from GRI for four months, increased $14.8 million
(41.5%), from $35.7 million to $50.5 million, as compared to the twelve months
ended December 31, 1996. This increase resulted principally from the APX and GRI
Acquisitions. Gross profit as a percentage of net sales for the twelve months
ended December 28, 1997 decreased from 15.7% to 9.0% as compared to the twelve
months ended December 31, 1996, principally due to the inclusion of gross
profits from GRI, which is at a lower margin than the Company's other
businesses, and due to lower margins earned on sales of Product Development
Services as a result of underabsorbed fixed costs resulting from the decrease in
sales in Europe and North America. Gross profit as a percentage of net sales
also decreased as a result of a change in the pricing of certain manufacturing
engineering purchase orders from fixed price to time and materials.
Selling, General and Administrative Expenses
MSXI's selling, general and administrative expenses for the twelve months
ended December 28, 1997 increased $9.8 million (37.4%), from $26.2 million to
$36.0 million, as compared to the twelve months ended December 31, 1996. This
increase resulted principally from the APX and GRI acquisitions. In addition,
there was a one time $2.0 million charge in 1997 related to the closure of two
facilities. Selling, general and administrative expenses as a percentage of net
sales for the twelve months ended December 28, 1997 decreased from 11.5% to
6.4%, as compared to the twelve months ended December 31, 1996, principally as a
result of the elimination of redundant personnel and administrative costs and
the increase in sales during the period. Combined 1997 MSXI and preacquisition
GRI selling, general and administrative expenses in 1997 were lower than the
combined TSG, APX and GRI selling, general and administrative expenses for 1996
primarily due to cost reductions realized upon integrating the APX Acquisition.
Operating Income
Principally as a result of the foregoing offset by an increase in Michigan
Single Business Tax of $1.4 million, MSXI's operating income for the twelve
months ended December 28, 1997 increased $1.7 million (21.3%), from $8.0 million
to $9.7 million, as compared to the twelve months ended December 31, 1996, and
operating income as a percentage of sales for the twelve months ended December
28, 1997 decreased from 3.5% to 1.7% as compared to the twelve months ended
December 31, 1996.
YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995
Net Sales
TSG's net sales for 1996 increased $12.2 million (5.6%), from $216.1
million to $228.3 million, as compared to 1995. This increase resulted
principally from an increase in sales of Product Development Services in Europe
and an increase in sales of Business and Technology Services, particularly
training and marketing services, and the commencement of a new special vehicles
program in the United States. These increases were partially offset by a decline
in sales of Product Development Services in the United States due to the
completion of a multi-year project.
APX's net sales reported in its audited financial statements for fiscal
1996 decreased $5.1 million (3.6%), from $140.2 million to $135.1 million, as
compared to 1995. This decrease resulted principally from fiscal 1996 audited
results reflecting ten months and six days, as compared to 1995 results which
included twelve full months. For the year ended December 31, 1996, APX's
unaudited net sales increased $11.4 million (8.1%),
35
<PAGE> 37
from $140.2 million to $151.6 million, as compared to 1995, principally as a
result of an expansion in sales of Product Development Services and Contract
Staffing services in Europe, as well as increased sales of Contract Staffing to
both new and existing customers in the United States. The increase was partially
offset by a decrease in PMC sales. The Company did not acquire PMC as part of
the APX Acquisition.
GRI's net sales for 1996 increased $140.1 million (25.5%), from $550.4
million to $690.5 million, as compared to 1995. This increase resulted
principally from increased sales of temporary staffing procurement services in
the United States and increased sales of Business and Technology Services,
particularly consultant procurement services and training, development and
imaging services, all of which were provided only to Ford. In addition, GRI
began providing temporary staffing procurement services to Ford in Europe.
Gross Profit
TSG's gross profit for 1996 decreased $1.6 million (4.3%), from $37.4
million to $35.8 million, as compared to 1995, and gross profit as a percentage
of net sales for 1996 decreased from 17.3% to 15.7%, as compared to 1995. These
decreases resulted principally from underabsorbed fixed costs relating to the
decrease in sales of Product Development Services in the United States and an
increase in infrastructure costs necessary to support significantly higher sales
of Product Development Services in Europe.
APX's gross profit reported in APX's historical audited financial
statements for fiscal 1996 increased $0.8 million (11.3%), from $7.1 million to
$7.9 million, as compared to 1995. This increase resulted principally from a
change in the classification of approximately $2.0 million of administrative
expenses. In 1995 these expenses were accounted for in cost of sales whereas in
1996 such expenses were accounted for as selling, general and administrative
expenses. The increase also resulted from a change in classification of Michigan
Single Business Tax, which in 1995 had been included in cost of sales. This
increase was offset by the fact that 1996 results reported in APX's historical
audited financial statements reflect ten months and six days as compared to 1995
results which included twelve full months. After adjusting for the change in
classification of administrative expenses and Michigan Single Business Tax and
to include results for the period from November 7, 1996 to December 29, 1996,
for the year ended December 31, 1996, APX's unaudited gross profit decreased
$1.2 million (11.4%), from $10.5 million to $9.3 million, as compared to 1995,
principally as a result of a decline in the margin in sales of product
engineering services due to completions of higher margin contracts, costs of
transition to new projects and increased price competition. Gross profit as a
percentage of net sales for 1996 decreased from 7.5% to 6.1%.
GRI's gross profit for 1996 increased $5.5 million (28.5%), from $19.3
million to $24.8 million, as compared to 1995. This increase resulted
principally from an increase in sales of its temporary staffing procurement
services. Gross profit as a percentage of net sales for 1996 increased from 3.5%
to 3.6%, as compared to 1995, as a result of increased gross profit margins due
to an increase in sales of higher margin Business and Technology Services in
1996. These increases were partially offset by higher costs as a percentage of
sales relating to temporary staffing procurement services as well as other
business services.
Selling, General and Administrative Expenses
TSG's selling, general and administrative expenses for 1996 increased $1.0
million (4.0%), from $25.2 million to $26.2 million, as compared to 1995. This
increase resulted principally from one-time severance payments to executives who
were released in contemplation of the APX Acquisition. Selling, general and
administrative expenses as a percentage of net sales for 1996 decreased from
11.7% to 11.5%, as compared to 1995 as a result of the increased sales.
APX's selling, general and administrative expenses reported in its
historical audited financial statements for 1996 increased $0.6 million (8.2%),
from $7.3 million to $7.9 million, as compared to 1995. This increase reflects a
change in the classification of approximately $2.0 million of administrative
expenses, which in 1995 were accounted for in cost of sales whereas in 1996 such
expenses were accounted for in selling, general and administrative expenses.
This increase was offset by the fact that 1996 results reported in APX's
historical audited financial statements reflect ten months and six days as
compared to 1995 results which included twelve full months. After adjusting for
the change in classification of administrative expenses and to include
36
<PAGE> 38
results for the period from November 7, 1996 to December 29, 1996, for the year
ended December 31, 1996, APX's unaudited selling, general and administrative
expenses increased $0.2 million (2.2%), from $9.3 million to $9.5 million as
compared to 1995, as adjusted. This increase was principally a result of an
increase in costs associated with the redesign of the Company's medical benefits
program and an increase in corporate administration costs, partially offset by a
decrease in marketing and business development expenses. Selling, general and
administrative expenses as a percentage of net sales for 1996 decreased from
6.6% to 6.3%, as compared to 1995 principally as a result of the increase in net
sales.
GRI's selling, general and administrative expenses decreased $1.7 million
(7.3%), from $23.3 million to $21.6 million, as compared to 1995. This decrease
was due to cost reduction initiatives in the finance and human resources areas,
partially offset by an increase in training and support staff costs which were
incurred to support higher sales volumes. Selling, general and administrative
expenses as a percentage of net sales for 1996 decreased from 4.2% to 3.1%, as
compared to 1995, principally as a result of the increase in net sales.
Operating Income
Principally as a result of the foregoing, TSG's operating income for 1996
decreased $2.6 million (24.5%), from $10.6 million to $8.0 million, as compared
to 1995, and operating income as a percentage of sales for 1996 decreased from
4.9% to 3.5%, as compared to 1995.
Principally as a result of the foregoing and a decrease in Michigan Single
Business Tax of $0.6 million, APX's operating loss reported in APX's historical
audited financial statements for 1996 increased $0.6 million (300%), from ($0.2)
million to ($0.8) million, as compared to 1995, and operating loss as a
percentage of sales for 1996 increased from (0.1%) to (0.6%), as compared to
1995.
Principally as a result of the foregoing, GRI's operating income for 1996
increased $7.3 million, from a loss of $4.3 million to income of $3.0 million,
as compared to 1995, and operating income as a percentage of sales for 1996
increased from (0.8%) to 0.4%, as compared to 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements are to service its
indebtedness, to fund capital expenditures and for working capital. The Company
believes that its cash flow from operations, together with its borrowing
capacity under the New Credit Facility, will be sufficient to meet such
requirements.
Through the consummation of the TSG Acquisition, the Company acquired TSG
and the net assets of APX which were previously acquired by MASG on November 6,
1996. The purchase price of the TSG Acquisition was $145.6 million, which was
financed through $3.8 million of common equity, $36.0 million of Redeemable
Series A Preferred Stock, the $20.0 million CVC Bridge Loan, the $20.0 million
MascoTech Bridge Loan, the issuance of a $30.0 million Senior Subordinated Note
and $35.8 million of borrowings under credit facilities between the Company and
NBD as agent and its affiliates (the "Old Credit Facility"). On August 31, 1997,
the Company acquired GRI for $60.0 million which was financed with borrowings
under the Old Credit Facility, offset in part by substantial cash balances
acquired in the GRI Acquisition.
The Company typically pays its employees on a weekly basis and is
reimbursed by its customers within invoicing terms, which is generally a 60 day
period after it makes such payment. However, in connection with the Master
Vendor Program and with certain services provided under the Ford Master Supply
Agreement, the Company collects receivables at approximately the same time it
makes payment to its suppliers.
On a combined basis, capital expenditures for the fiscal quarter ended
March 29, 1998 and fiscal year ended December 28, 1997 were $1.8 million and
$15.6 million, respectively. The majority of these capital expenditures were to
fund the purchase of computer systems and project specific equipment and
improvements on leased facilities. As of the date hereof, the Company expects
that its capital expenditure requirements, which are principally to support the
continued upgrade of systems and technology, will be approximately $13 million
in 1998.
37
<PAGE> 39
During the first quarter of 1998 and the fiscal year ended 1997, the
Company's primary sources of funds to meet working capital needs were from
operations, funds made available through the Old Credit Facility, the NatWest
Facility, and the Ford Facility (as defined). A portion of the Old Credit
Facility was used to finance the GRI Acquisition. Net cash from operating
activities for the fiscal quarter ended March 29, 1998 increased $11.3 million
from $(11.5) million to $(0.2) million, as compared to the fiscal quarter ended
March 30, 1997. This increase was principally due to collections of accounts
receivable. Net cash used for investing activities for the fiscal quarter ended
March 29, 1998 decreased $133.5 million from $135.3 million to $1.8 million, as
compared to the fiscal quarter ended March 30, 1997. This decrease was due to
the purchase on January 3, 1997 of MascoTech, Inc.'s Technical Services Group
and APX International. During the fiscal quarter ended March 29, 1998,
approximately $1.8 million was used for capital expenditures. During the fiscal
quarter ended March 30, 1997, approximately $2.6 million was used for capital
expenditures. Net cash from financing activities for the fiscal quarter
decreased approximately $144.8 million from the comparable prior period.
Financing requirements decreased commensurate with the declines in investing
activities and the improvement in cash flow from operating activities after
initial capitalization of the Company. Net cash from operating activities for
the fiscal year ended December 28, 1997 decreased $6.0 million, from $7.8
million to $1.8 million, as compared to the year ended December 31, 1996. This
decrease was principally due to an increase in accounts receivable. Net cash
used for investing activities for the fiscal year ended December 28, 1997
increased $165.9 million, from $4.8 million to $170.7 million, as compared to
the year ended December 31, 1996. This increase was principally due to the TSG
Acquisition and the GRI Acquisition. Net cash from financing activities for the
fiscal year ended December 28, 1997, increased $177.4 million, from $4.2 million
to $181.6 million, as compared to the fiscal year ended December 31, 1996. This
increase was due to the CVC and MascoTech Bridge Loans, aggregating $40.0
million, the issuance of $3.8 million of Common Stock, $36.0 million of
Redeemable Series A Preferred Stock, a $30.0 million Senior Subordinated Note
and borrowings under the Old Credit Facility.
The Company's total indebtedness consists of the Notes, borrowings under
the New Credit Facility and borrowings under various short-term arrangements. On
April 14, 1998, the Company amended and restated the New Credit Facility to add
a $30 million term loan portion. On the same date, the Company borrowed the full
amount available under the term loan and used the funds to reduce outstanding
balances under the revolving loan portion of the New Credit Facility. The Notes
and the New Credit Facility include certain financial and operating covenants
which, among other things, restrict the ability of the Company to incur
additional indebtedness, make investments and take other actions. As of March
29, 1998, $53.8 million was outstanding under the New Credit Facility and
classified as long-term debt, as the Company has both the ability and intent to
refinance such amounts under the New Credit Facility. See "Description of Notes"
and "Description of Certain Other Indebtedness." The ability of the Company to
meet its debt service obligations will be dependent upon the future performance
of the Company, which will be impacted by general economic conditions and other
factors. See "Risk Factors."
For 1997, approximately 14% of the Company's pro forma net sales were from
foreign markets. The Company anticipates that its percentage of net sales
generated outside the United States will increase over time. The Company's
foreign revenues are usually received in the local currency and are typically
naturally hedged as the corresponding costs are usually in the same currency. To
the extent the Company is not naturally hedged, it intends to actively manage
its exposure to foreign exchange rate fluctuations.
INFLATION AND SEASONALITY
Although the Company cannot anticipate future inflation, it does not
believe that inflation has had, or is likely in the foreseeable future to have,
a material impact on its results of operations. While the Company's contracts
typically do not include automatic adjustments for inflation, the Ford Master
Vendor Agreement does provide for automatic adjustments for inflation for
services provided under the Master Vendor Program. The Company's quarterly
operating results are affected primarily by the number of billing days in the
quarter
38
<PAGE> 40
and the seasonality of its customers' businesses. Demand for services of the
Company have historically been lower during the year-end holidays.
YEAR 2000
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. Software failures due to
processing errors potentially arising from calculations using the Year 2000 date
are a known risk. The Company is addressing this risk to the availability and
integrity of financial systems and the reliability of operational systems. The
Company has established processes for evaluating and managing the risks and
costs associated with this problem. The inventory of affected computer hardware
and software is in process. The total cost of compliance and its effect on the
Company's future results of operations is being determined. However, management
believes the ultimate cost of compliance will not have a material effect on its
financial condition, results of operations or its cash flows.
39
<PAGE> 41
BUSINESS
GENERAL
The Company is a leading provider of outside staffing, engineering and
business services, principally to the automotive industry in the United States
and Europe, with the capability of providing services on a worldwide basis.
Through internal growth and acquisitions, the Company has become a single source
provider of a broad range of complementary services, including technical and
professional staffing services, engineering, design and related technical
services and other business and marketing services. In August 1997, the Company
acquired GRI, a wholly-owned subsidiary of Ford. In connection with the GRI
Acquisition, the Company entered into the Ford Master Vendor Agreement to manage
certain temporary staffing procurement services for Ford, and the Ford Master
Supply Agreement to provide certain general business services to Ford. By adding
GRI's capabilities and services to the Company's historical strength in
providing technical staffing and engineering and design services, the Company is
now able to sell a broad range of complementary services to both existing and
new customers within and outside the automotive industry. The Company believes
that it is the only company currently providing such a broad range of services
to the automotive industry on a worldwide basis. The Company employed or sourced
over 12,000 individuals at 53 operating facilities in 23 countries as of
December 28, 1997. The Company's principal operations are in North America and
Europe. Pro forma net sales and EBITDA for the fiscal year ended December 28,
1997 were $985.1 million and $33.2 million, respectively and for the fiscal
quarter ended March 29, 1998 were $255.1 million and $9.7 million, respectively.
OEMs are increasingly relying on third parties to provide them with
essential services as globalization and competition lead them to improve
efficiency by focusing on their core competencies of vehicle development,
assembly and marketing. OEMs are also consolidating their supplier base by
contracting with larger, global organizations in order to streamline purchasing,
reduce costs and improve quality. Management expects the Company to continue to
benefit from these trends, both in the automotive and other industries.
The Company provides three strategic service offerings to its customers:
<TABLE>
<CAPTION>
IN-CLIENT SERVICES PRODUCT DEVELOPMENT SERVICES BUSINESS & TECHNOLOGY SERVICES
------------------ ---------------------------- ------------------------------
<S> <C> <C>
- - Contract Staffing - Concept Development - Automotive and Business Process Management
- - Master Vendor Program - Design Engineering - Marketing Services and Document Management
- Manufacturing Engineering - Purchasing Services
- Production Support - Training Services
- Special Vehicles - Image Archiving, Conversion and Warehousing
</TABLE>
In-Client Services, Product Development Services and Business and
Technology Services accounted for approximately 46%, 21% and 33%, respectively,
of pro forma net sales for the fiscal year ended December 28, 1997. The Company
provides its services to over 130 customers, including most of the major United
States OEMs and a number of automotive suppliers. The Company's largest
customers are Ford, GM and Chrysler, which accounted for 72%, 8% and 7%,
respectively, of the Company's pro forma net sales for the fiscal year ended
December 28, 1997. The Company believes that it has developed strong
relationships with its customers and has a reputation for quality, reliability
and service that has been recognized through Ford's Q1 and Chrysler's Pentastar
awards. In addition, most of its operations are ISO 9001 or 9002 certified.
In-Client Services. The Company provides two types of staffing services:
Contract Staffing, through which the Company acts as a direct supplier of
technical, professional and other temporary staffing, and the Master Vendor
Program, through which the Company acts as the master vendor of staffing
procurement.
Contract Staffing. As of December 28, 1997, Contract Staffing supplied
approximately 1,600 employees that it placed on assignment to approximately
130 customers in 10 countries. The Company classifies over 85% of its
employees on assignment as technical personnel. Through its position as
Ford's master vendor, the Company has also enhanced its opportunities to
provide Contract Staffing directly to Ford.
Master Vendor Program. The Master Vendor Program is an automated process
used to manage the procurement of a broad range of temporary staffing
services, including coordination of staffing from other
40
<PAGE> 42
temporary staffing suppliers. While the Company intends to expand its
Master Vendor Program services to other customers, the Company currently
provides such services solely to Ford pursuant to the Ford Master Vendor
Agreement. As of December 28, 1997, there were approximately 6,500
temporary employees at Ford who had been procured through the Master Vendor
Program.
Product Development Services. The Company offers a broad range of
engineering, design and other related services primarily to the automotive
industry including: concept development, design engineering, manufacturing
engineering, production support and special vehicle services. The Company
provides these services on a discrete basis and can draw on these complementary
capabilities to execute development programs for the body and chassis of new
vehicles, such as a recently introduced Ford minicar. As of December 28, 1997,
Product Development Services had a network of 30 offices and facilities situated
in major markets throughout North America, Europe, South America and Asia. Since
January 1, 1996, the Company has performed projects for OEMs including Ford, GM,
Chrysler, Daewoo, Rover, Volkswagen, Volvo, Mercedes and Mazda, and over 20
automotive suppliers such as Textron and Lear. For the fiscal year ended
December 28, 1997, no single project accounted for more than 1% of the Company's
pro forma net sales.
Business & Technology Services. The Company offers a broad range of
business and technical services, principally to the automotive industry
including: automotive and business process management, marketing services,
document management services and other administrative and customer-related
services. The Company typically assumes responsibility for specific non-core
functions of its customers, frequently on an extended basis. For example, the
Company's automotive and business process management services will typically
re-engineer a customer's existing internal processes, such as technical help
desks and warranty certification programs, to improve them and provide them on a
more efficient basis. Other services offered include marketing research,
customer satisfaction surveys, technical training schools and image archiving,
conversion and warehousing. The Company provides a number of these services
under the Ford Master Supply Agreement, pursuant to which the Company is the
sole or preferred supplier of these services to various business units of Ford.
In addition, the Company believes these services have applications across many
industries and provide opportunities for significant growth both in the
automotive and other industries.
The Company is a Delaware corporation. The principal executive offices of
the Company are located at 275 Rex Boulevard, Auburn Hills, Michigan 48326 and
its telephone number is (248) 299-1000.
COMPETITIVE STRENGTHS
Strong Customer Relationships and Reputation for Quality. The Company
believes that it has developed strong customer relationships with both OEMs and
automotive suppliers. Management believes that the Company's engineering
capabilities, reliable performance, strong customer service and competitive cost
structure enable it to attract new customers and to maintain its reputation with
existing customers for providing high quality services at competitive prices. As
a result of its focus on quality, the Company has received Ford's Q1 and
Chrysler's Pentastar awards, and most of the Company's operations are ISO 9001
or 9002 certified. The Company believes that its relationships and its
reputation for quality, reliability and service often enable the Company to
pursue business opportunities ahead of its competitors.
Global Presence. Management believes the Company's international presence
is a significant competitive advantage in winning and retaining new business and
meeting the global sourcing, quality and engineering requirements of its
customers. For example, when GM consumer-tested its European sedan replacement
last year, the Company built model vehicles using an integrated system that
enabled the Company to do the styling work near GM's designers in Germany and
Brazil and to build the vehicles in the United States where the cost was lower.
Similarly, automotive suppliers require support in locations where their OEM
customers demand their presence. For example, the Company supports two major
United States-based interior systems suppliers in Europe and Brazil. Non-United
States sales of In-Client Services, Product Development Services and Business
and Technology Services accounted for 14% of the Company's pro forma net sales
for the fiscal year ended December 28, 1997.
Broad Range of Services Provided. The Company believes that its broad range
of service offerings provides several advantages by: (i) simplifying the
procurement and monitoring process for its customers who
41
<PAGE> 43
require multiple services; (ii) facilitating cross-selling of services to
existing customers; (iii) providing multiple opportunities to identify and
penetrate new customers; and (iv) diversifying the Company's revenues and
earnings. Additionally, the Company believes that its global presence and broad
range of services enable it to recruit and retain a talented pool of employees.
Value-Added Provider. The Company believes that it is frequently able to
operate with a lower cost structure and a higher degree of flexibility and
responsiveness relative to the larger in-house operations of its customers. The
Company believes that In-Client Services provides customers with a
cost-effective and flexible way to manage certain of their technical and
professional staffing needs by assuming the responsibility for procuring,
compensating, monitoring and, in some cases, training temporary staff. Product
Development Services enables OEMs and automotive suppliers to manage their
engineering and design services for selected non-core projects on an efficient
basis. Business and Technology Services provides services that are essential to
the Company's customers, but not at the core of their business competencies.
Investment in Technology. The Company offers its customers access to many
sophisticated technologies. These include supercomputing resources, analytical
software and a large network of CAD terminals connected by an international
communications infrastructure. The Company has made substantial investments in
state-of-the-art equipment and related training to maintain its competitive
technological position. The Company believes it is one of the few independent
engineering firms that operates all major CAD platforms used by the major United
States OEMs and, as of December 28, 1997, the Company operated approximately 500
CAD terminals. The Company's communications infrastructure permits the rapid
exchange of data between the Company and its customers. The Company believes
that its Master Vendor Program, which combines an intranet-based placement
system with procedures to support the monitoring and continuous improvement of a
customer's temporary staffing supplier base, is the most comprehensive system
for management of staffing services. Business and Technology Services uses
proprietary software as an integral part of many of the services that it offers.
BUSINESS STRATEGY
The Company's global market position and breadth of services distinguish it
as one of the leading providers of outside staffing, engineering and business
services to the automotive industry and position the Company to take advantage
of positive trends both in the automotive and other industries. The Company's
business strategy is to grow profitably through the following initiatives:
Increase Market Share at Existing Customers. As a result of the APX and GRI
Acquisitions, the Company has expanded its global presence and product
offerings. For example, the GRI Acquisition gave the Company the ability to
provide a broad range of additional services and capabilities that historically
GRI had provided only to Ford. The Company believes that offering three
categories of services that are often complementary creates significant
cross-selling opportunities. For example, customers of Product Development
Services can utilize the Company's image archiving, conversion and warehousing
services for engineering drawings. The Company also can offer its Master Vendor
Program to OEMs other than Ford who are already customers of Contract Staffing.
The Company also believes that it has several opportunities to sell certain
Business and Technology Services that are currently provided only to Ford to
other OEMs and their suppliers. In addition, the Company believes that there are
significant opportunities to sell packages of multiple services, many of which
the Company historically has not attempted to market together, to its existing
customers.
Increase Global Automotive Market Share. Geographic expansion will continue
to be an important element of the Company's business strategy. The Company
intends to expand its existing presence in Germany, the development center for
several important OEMs, and has recently opened new locations in Munich and
Ingolstadt. The Company has established operations in South America and
Australasia to take advantage of global growth opportunities as the Company's
customers expand their operations in these regions. As a result of the Company's
strong customer relationships and worldwide presence, management believes that
the Company is well positioned to expand with OEMs and other suppliers in
established as well as emerging markets.
42
<PAGE> 44
Expansion into Non-Automotive Markets. The Company's management,
established infrastructure and successful track record of providing staffing,
engineering and business services to several of the world's largest and most
complex organizations position it to expand into new, non-automotive markets.
The Company believes other major corporations are attractive potential customers
for many of the Company's services.
Rationalize Cost Structure. The Company intends to improve its
profitability through the rationalization of its operations, including the
further rationalization of operations acquired in the GRI Acquisition. The
Company expects to realize these cost savings through the consolidation of back
office activities and the ongoing rationalization of duplicative facilities,
management and administrative offices.
Pursue Additional Strategic Acquisitions. The Company plans to continue to
make selective strategic acquisitions to enhance its global market position and
further broaden its service offerings. The Company believes that the
consolidation of the automotive supplier base will present additional
opportunities for acquisitions. The Company seeks acquisitions that will
strengthen MSXI's relationships with existing customers and provide access to
new customers, complement MSXI's existing global capabilities and provide MSXI
with growth opportunities in new markets.
OPERATIONS
IN-CLIENT SERVICES
The Company provides two types of staffing services: (i) Contract Staffing,
which is the supply of technical, professional and other temporary staffing and
(ii) the management of staffing procurement through its Master Vendor Program.
In-Client Services operates principally in the United States and in the United
Kingdom, and also in continental Europe and Latin and South America. The Company
plans to open additional offices in North America and Europe, in part to meet
Ford's requirements pursuant to the Ford Master Vendor Agreement.
Contract Staffing. The Company offers a full range of Contract Staffing
services including long and short-term temporary staffing, temporary-to-direct
hiring, payroll services and placement services. As of December 28, 1997, the
Company supplied approximately 1,600 temporary employees. The Company classifies
over 85% of its employees on assignment as technical personnel. The Company
supplies these personnel primarily to the automotive industry. The Company also
supplies a small number of office/ professional and light industrial workers.
The temporary staff that the Company supplies to its customers are
employees of the Company. These employees typically are assigned to work on a
full-time basis on a specific project of a customer. The period of an assignment
ranges from one day to ten years. The average length of an assignment is 33
months. Services are typically charged to customers on an hourly basis.
The Company has a dedicated recruiting staff that collects resumes from
trade shows, job fairs, technical schools, open houses, employee and customer
referrals and other sources. The Company has developed a recruiting database of
over 25,000 current resumes. The Company emphasizes to potential employees the
challenging nature of assignments, competitive compensation packages and the
opportunities for global assignments with a variety of customers. The recruiting
staff also recruits for positions elsewhere in the Company. This provides
prospective employees with diverse career opportunities and reduces the
Company's recruiting costs on a Company-wide basis.
Master Vendor Program. The Master Vendor Program permits a customer to
consolidate and streamline the procurement, administration and billing of all of
its temporary staffing. The customer specifies the number of positions, position
requirements and skill sets on a computerized order form that, when completed,
is transmitted through an intranet to the Company. The Master Vendor Program
then procures the contract labor from independent suppliers, as well as the
Company's Contract Staffing services, to fill the positions. Procurement
services provided by the Master Vendor Program may include, but are not limited
to, supplier contract administration, candidate interviewing, selection and
placement, purchase order processing, timesheet (invoice) processing, supplier
payment and customer billing and reporting. The Company processes each
individual contractor's time sheets on a periodic basis and provides a
consolidated, detailed invoice to the customer and a single payment to each
supplier.
43
<PAGE> 45
The following diagram illustrates the difference between the Master Vendor
Program and the typical temporary staffing procurement process:
TYPICAL PROCUREMENT PROCESS FLOW CHARTS
The Master Vendor Program enables customers to continually monitor and
improve their temporary staffing suppliers. The Company has the capability to
collaborate with its customers to select an appropriate pool of suppliers and to
establish individual service objectives. Based on criteria set by the customer,
a supplier's performance can be continuously reviewed and the supplier base can
be modified to remove suppliers who have failed to perform satisfactorily or to
direct additional business to better performing suppliers. Suppliers are
evaluated on a number of factors, including "hit" rate (how many job positions
the supplier fills), response rate (how frequently the supplier submits a resume
for an open position), quality of the resumes submitted, quality of the
contractee, contractee attrition/turnover and the average bill rate for
contractees.
GRI began providing temporary staffing procurement services to Ford in
1994. Currently, the Company provides Master Vendor Program services only to
Ford, although the Company has begun to market the Master Vendor Program to
other intensive users of temporary staffing services. As of December 28, 1997,
there were approximately 6,500 temporary employees at Ford who had been procured
through the Master Vendor Program.
Since the GRI Acquisition, the Company has been providing Master Vendor
Program services to certain Ford business units pursuant to the Ford Master
Vendor Agreement. The Ford Master Vendor Agreement designates the Company as the
sole "master vendor" of selected temporary staffing services to Ford. These
44
<PAGE> 46
services consist of management of the selection, retention and payment of
suppliers of temporary staff to Ford through the Master Vendor Program. In
exchange for such services, Ford pays certain agreed upon compensation to the
Company. In the United States, this compensation includes payment for the
personnel supplied to Ford at prescribed hourly billing rates, together with
certain agreed upon fees. These billing rates are adjusted to reflect inflation
on an annual basis. The Company is not entitled to compensation from Ford for
personnel costs that exceed the prescribed billing rates. The Company can earn
additional margins by negotiating rates with its suppliers that are lower than
the prescribed billing rates. The Ford Master Vendor Agreement contemplates the
reduction of the fee percentage over time, with such reductions being fully
implemented by July 1998. Prior to the GRI Acquisition, GRI implemented a number
of cost-saving measures that will partially offset these fee percentage
reductions. In the United Kingdom, the Company receives compensation in the form
of a direct fee and passes through supplier charges directly to Ford. The Ford
Master Vendor Agreement specifies that certain percentages of Ford's
requirements for personnel be filled with the Company's Contract Staffing
employees. The Ford Master Vendor Agreement also provides that the Company will
pay to Ford a specified percentage of the pre-tax profits earned by the Company
from Master Vendor Program services provided to non-Ford entities for the term
of the agreement. The parties have agreed to maintain an advisory board
comprised of executives from both the Company and Ford to monitor and enhance
the relationship between the parties. The Ford Master Vendor Agreement is
scheduled to terminate in August 2002, although the parties have agreed to
negotiate in good faith to extend the term for an additional five-year period.
The agreement is also subject to certain termination rights, including Ford's
right to terminate upon MSXI's failure to satisfy certain standards of
performance and competitiveness or upon the occurrence of a change in Ford's
business, brought about by adverse economic conditions, that eliminates the need
for the Master Vendor Program services.
Pursuant to the Ford Master Vendor Agreement, candidates are procured in
the United States from 50 to 60 suppliers, with 97% of hired candidates sourced
from 38 preferred suppliers. Most candidates are engineers and other technical
personnel.
Customers. In-Client Services has approximately 130 customers, including
Ford, GM, and Chrysler, who accounted for 80%, 7% and 6%, respectively, of
In-Client Services pro forma net sales for the fiscal year ended December 28,
1997. Currently, the Company provides Master Vendor Program services only to
Ford.
Competition. The temporary staffing industry is highly competitive and
fragmented, with limited barriers to entry. The Company competes in staffing
services based on its ability to provide high quality personnel on an efficient
basis and at a competitive price. The Company believes that its global presence
and its database of prospective employees provide it with a competitive
advantage in its ability to supply labor efficiently on short notice and on a
global basis. The Company also believes that the flexibility, comprehensiveness
and extent of automation of the Master Vendor Program will provide it with a
competitive advantage in supplying Contract Staffing services. The Company's
principal competitors in In-Client Services include CDI, TechAid, Manpower,
Kelly Services Technical, Olsten, Adecco, Randstad (in Europe only) and Volt.
Regulation. In many countries, particularly in continental Europe, entry
into the temporary employment market is restricted by the requirement to
register with, or obtain licenses from, a government agency. In addition, a wide
variety of ministerial requirements may be imposed, such as record keeping,
written contracts and reporting. The United States does not presently have any
form of national registration or licensing requirement.
PRODUCT DEVELOPMENT SERVICES
The Company offers a broad range of Product Development Services. Product
Development Services projects vary widely and may require the Company to provide
only one or more of its services described below or, alternatively, may require
the Company to provide all such services. Product Development Services
45
<PAGE> 47
operates in the United States, the United Kingdom, Germany, France, Brazil,
Mexico, Spain, India and China.
- CONCEPT DEVELOPMENT. The Company provides support capabilities, such as
conceptualization and clay modeling of new car concepts, building
prototypes of concept vehicles and evaluating similar vehicles produced
by competitors. These services assist OEMs in defining and styling
vehicles.
- DESIGN ENGINEERING. The Company designs parts for new cars and redesigns
parts for existing models to differentiate a new model or for a new,
foreign market. Design engineering services also include packaging
studies, simulation studies to evaluate noise, vibration and harshness
characteristics, crash and durability analysis and ergonomic and
visibility studies.
- MANUFACTURING ENGINEERING. The Company provides a range of manufacturing
engineering services required for the assembly of vehicle bodies. These
services involve designing the assembly layout for part or vehicle
production, including workstations, conveyance systems, and related
checking fixtures. The Company manufactures or purchases and then
assembles the components of tools for welding, assembly, conveyance and
testing. The Company uses advanced simulation methods to evaluate cycle
times, capacity and robot programming. The Company's services range from
the design of discrete work stations to the planning of entire assembly
layouts. For example, the Company currently is responsible for the design
and build of all checking fixtures for the entire body of a small GM
sedan to be sold in China.
- PRODUCTION SUPPORT. The Company provides capabilities such as engineering
visualization to assess the feasibility of certain phases of the vehicle
production process.
- SPECIAL VEHICLES. The Company provides assembly, painting and other
detailing services for specialty vehicles, including show cars.
The Company is capable of engineering complete niche vehicles, which
typically are derivatives of existing vehicle platforms. For example, the
Company recently engineered an alternative fuel vehicle for Ford. In addition,
the Company managed the engineering and design program for a new Ford minicar,
which included building the prototype and assisting Ford in the market launch of
the minicar. The Company has also completed similar program management and
prototype builds for rapid-transit vehicles, personal recreation vehicles and
theme park vehicles.
Customers. Since January 1, 1996, Product Development Services has
performed projects for OEMs including Ford, GM, Chrysler, Daewoo, Rover,
Volkswagen, Volvo, Mercedes and Mazda, and over 20 automotive suppliers such as
Textron and Lear. Customers typically invite several companies to bid for
contracts. The Company provides Product Development Services under purchase
orders which may be short or long-term, and may provide for fixed pricing,
pricing based on time and materials or price per unit.
Competition. The industry in which Product Development Services competes is
highly competitive. Competition in Product Development Services is segmented by
the types of services offered and the location of customers. The basis of
competition includes the size of the firms competing, global capability,
relevant experience, prior relationships with customers and price. The Company's
competitors in the United States include Modern Engineering, a subsidiary of
CDI, Defiance, and MegaTech, a subsidiary of Becker Group, and in Europe include
Bertrandt, Hawtal Whiting, Engineering & Design and Rucker.
BUSINESS & TECHNOLOGY SERVICES
The Company provides a broad range of business and technical services,
principally to the automotive industry. Business and Technology Services had 13
locations in North and South America, Europe and Asia and approximately 1,400
employees as of December 28, 1997. Business and Technology Services include: (i)
automotive and business process management; (ii) marketing and document
management services; (iii) purchasing services; (iv) training services; and (v)
image archiving, conversion and warehousing. All of these services seek to add
value through process re-engineering and/or technology application. These
services enable the Company to manage customers' non-core, but essential,
business processes.
46
<PAGE> 48
The Company's automotive and business process management services
re-engineer processes such as warranty administration, dealer technical
hotlines, customer assistance centers and manufacturer and dealer field service
programs, and then manages the re-engineered process for the customer. The
Company further enhances the value of these business services by providing
global service integration, a multi-lingual workforce and technology
applications. While the Company has developed its expertise in providing these
services to the automotive industry, its services can be used by manufacturers
in other industries that distribute their products through dealers and are
concerned with brand equity and customer satisfaction.
The Company provides a variety of marketing and document management
services. For example, the Company conducts marketing research for its customers
by organizing and administering focus groups surveys, such as customer
satisfaction surveys, and organizing and reporting the results. The Company also
sets up and staffs outbound call centers that make customer follow-up calls
after a customer visits a dealership. Document Management services include full
printing and fulfillment services and the management of copy centers linked
together with intranet technology. The Company believes that there is potential
for expansion of its marketing services since these services are needed not just
by automotive companies but by many large companies in other industries.
Purchasing services consists of administering payment for consulting and
training services for Ford. This includes preparation, administration and
payment of vendor invoices related to consulting and training services and
university contracts prepared for Ford. The Company believes that it can expand
this business by offering comparable services to customers other than Ford and
by adding other purchased commodities to the procurement process.
The Company's training services include the design, development and
administration of training programs for plant management, technical training
schools, and more specialized dealer technician training. These services also
encompass CD-ROM interactive training for use on personal computers. Most of the
employees performing these services work on-site at the customer's facilities.
The Company believes that it can successfully cross-sell these services to other
customers as well as pursue partnerships with other training companies.
The Company's image archiving, conversion and warehousing provides an
on-line service to Ford which makes available archived engineering drawings
through an on-line computer network. The Company archives electronic files,
converts paper drawings and aperture cards to electronic images that are then
stored on computer servers and accessed by the user through internet/intranet
technologies. Presently, the Company archives over one million engineering
drawings for Ford which are available to the engineering and manufacturing
departments through Ford's intranet. In addition to engineering drawings, the
group has archived corporate finance manuals, engineering process and standards
manual and human resource records. The Company believes there are significant
opportunities for growth in this business by applying the archiving and
retrieval process to other intensive document users, such as governmental
agencies, the healthcare industry and manufacturing and engineering companies.
Most of the operations included in Business and Technology Services were
acquired by the Company through the GRI Acquisition, and as such Ford is
currently its principal customer for these services. The Company and Ford
entered into the Ford Master Supply Agreement which provides that, for a
five-year term ending in August 2002, the Company shall be the sole or preferred
supplier of these services to various business units of Ford, with the exception
of selected marketing and training services. The Ford Master Supply Agreement
also provides that the Company will continue to administer and perform services
for the Ford Customer Service Division (Europe) ("FCSD"), or will perform
similar services at the same level as those provided to FCSD, for the term of
the Ford Master Supply Agreement. Ford's obligations under the Ford Master
Supply Agreement are subject to the Company remaining competitive as to price,
quality and timeliness of delivery with respect to each of the services
provided.
Customers. During 1997, Business and Technology Services provided services
to 16 customers. Business and Technology Services' customers include Ford,
Chrysler, GM, Jaguar, New Holland, Mazda, Procter & Gamble, Caterpillar,
Brunswick Marine and Lockheed. Ford (including Jaguar and Mazda) accounted for
47
<PAGE> 49
92% of Business and Technology Services' net sales on a pro forma basis for the
fiscal year ended December 28, 1997.
Competition. The industry in which Business and Technology Services
competes is highly competitive, although the degree of competition depends on
the service provided. In many cases, the principal competition is the customer's
in-house operations. For certain of the services such as training, marketing and
imaging services, there are numerous outside competitors, many of whom have
greater name recognition and marketing, financial and other resources than the
Company and some of whom have the capability to provide more highly integrated
services. In other cases where the Company has been an innovator in developing
outsourced services, the competitive market is developing.
SALES AND MARKETING
The Company's marketing efforts take place at several levels. Senior
management is responsible for identifying opportunities to develop new services
and to sell existing services to new or current customers, and for coordinating
marketing initiatives with potential customers. The local managers responsible
for the delivery of the Company's services support these efforts. Senior
management is responsible for monitoring the emerging demand for services so
that efforts can be expanded or redirected to take advantage of potential
business either in established or new marketing areas. Each office is
responsible for determining the potential market for services in its geographic
area and developing that market through personal contact with prospective and
existing customers.
EMPLOYEES
The following table sets forth certain information regarding the Company's
employees as of December 28, 1997.
<TABLE>
<CAPTION>
NUMBER OF
EMPLOYEES
---------
<S> <C>
North America............................................... 4,023
United Kingdom.............................................. 879
Germany..................................................... 273
Rest of Europe.............................................. 322
South America............................................... 37
Australasia................................................. 37
-----
Total..................................................... 5,571
=====
</TABLE>
Of the Company's 5,571 employees, approximately 5,135 were paid on an
hourly basis. Currently, approximately 200 of the Company's employees in the
United States are members of unions. The Company has two collective bargaining
agreements with the International Association of Machinists and Aerospace
Workers (the "IAM"). One of these agreements, which covers 55 employees, expires
in March 2001 and the other agreement, which covers the remainder of unionized
employees, expires in September 1998. The Company is currently negotiating the
terms of a third collective bargaining agreement, which will cover approximately
30 employees, with the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America (the "UAW"). The majority of the
Company's European employees are members of industrial trade union organizations
and confederations within their respective countries. The majority of these
organizations and confederations operate under national contracts which are not
specific to any one employer. The Company has experienced labor disputes at
certain of its facilities. Negotiations in 1995 over one of the IAM collective
bargaining agreements resulted in a two-day work stoppage. A 1997 dispute with
employees represented by the UAW at an operation employing approximately 100
union personnel accelerated the anticipated closing of the operation due to the
inability of the Company and the employees to renegotiate the collective
bargaining agreement upon its expiration. The Company believes its current
relations with its employees are good.
48
<PAGE> 50
PROPERTIES
The following table sets forth certain information regarding the facilities
operated by the Company as of December 28, 1997.
<TABLE>
<CAPTION>
NUMBER OF
REGION FACILITIES
------ ----------
<S> <C>
North America............................................... 26
United Kingdom.............................................. 9
Germany..................................................... 6
Rest of Europe.............................................. 8
South America............................................... 1
Australasia................................................. 3
--
Total....................................................... 53
==
</TABLE>
Most of the Company's facilities are offices, and all but one of the
Company's facilities are leased. The Company believes that the termination of
any one of its leases would not materially adversely affect the Company. In
addition, the Company leases 5 facilities that were idle as of December 28,
1997.
ENVIRONMENTAL
The Company's operations and properties are subject to foreign, federal,
state and local environmental protection laws and regulations, such as those
governing discharges into air and water, as well as handling and disposal of
solid and hazardous wastes. The requirements of these laws and regulations have
tended to become increasingly stringent, complex and costly to comply with.
Certain environmental laws, such as the Comprehensive Environmental
Response, Compensation & Liability Act ("CERCLA" or "Superfund") provide for
strict, joint and several liability for investigation and remediation of spills
and other releases of hazardous substances. Such laws may apply to conditions at
properties presently or formerly owned or operated by an entity or its
predecessors, as well as to conditions at properties at which wastes or other
contamination attributable to an entity or its predecessors come to be located.
Certain of the Company's properties may require remediation as the result of
activities at such properties occurring prior to the Company's operations at
such locations. With respect to certain properties, the Company believes that
prior owners or operators will be obligated to perform any required remediation,
or to indemnify the Company pursuant to its agreements with such parties, should
remediation be necessary. There can be no guarantee that such third parties will
perform their obligations under such agreements and as a result it is possible
that the Company will be required to make expenditures for environmental
remediation in the future. However, based upon the Company's experience to date,
the Company believes that any costs it may incur relating to environmental laws
will not have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance, however, that
future events, such as changes in existing laws, the development of new facts,
or the failure of prior owners or operators to meet their contractual
obligations to the Company, will not cause the Company to incur additional costs
that could have a material adverse effect on the Company's business, financial
condition and results of operations.
LEGAL PROCEEDINGS
On December 23, 1997, Cambridge Industries, Inc. filed a complaint against
the Company in Michigan State Court. The complaint alleges that the Company, by
retaining approximately $1.1 million of funds paid into a lock-box account
maintained by the Company, has converted such funds. Cambridge Industries is
seeking whatever relief the court deems just, including treble damages. The
Company believes it has meritorious defenses and counterclaims to this action
and intends to defend itself vigorously against all of the allegations contained
in the complaint. The Company does not believe that the ultimate outcome of this
litigation will have a material adverse effect on its consolidated financial
condition or results of operation.
49
<PAGE> 51
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to
directors and executive officers of the Company as of May 28, 1998.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Erwin H. Billig........................... 71 Chief Executive Officer, Chairman of the Board of
Directors
Ralph L. Miller........................... 55 Special Assistant to the Chairman of the Board;
Director
Frederick K. Minturn...................... 41 Executive Vice President; Chief Financial Officer
Roger Fridholm............................ 57 President, Business, Technology and Staffing
Services Division
John Risk................................. 59 President, Product Development Services Division
Richard A. Manoogian...................... 61 Director
Richard M. Cashin, Jr..................... 45 Director
Michael A. Delaney........................ 43 Director
David E. Cole............................. 61 Director
Lee Gardner............................... 51 Director
</TABLE>
Erwin H. Billig has been Chief Executive Officer since April 28, 1998 and
Chairman of the Board of Directors since January 3, 1997. He served as Vice
Chairman of MascoTech from 1994 to 1997 and was President and Chief Operating
Officer of MascoTech from 1986 to 1994. He is also the Chairman of the Board of
Directors of Titan Wheel International, Inc., a director of OEA, Inc. and a
director and Vice Chairman of Delco Remy International, Inc.
Ralph L. Miller has been Special Assistant to the Chairman of the Board
since April 28, 1998. From January 3, 1997 to April 28, 1998, Mr. Miller served
as President and Chief Operating Officer. He was President and Chief Executive
Officer of APX from January 1994 through December 1996, and Executive Vice
President of Aero Detroit, Inc. from 1992 to 1994. From 1985 to 1992, Mr. Miller
served as President of Modern Engineering. He is also a director of Separation
Dynamics International Ltd., Industrial Technology Institute and iX Systems,
Inc.
Frederick K. Minturn has been Executive Vice President and Chief Financial
Officer since January 3, 1997. Mr. Minturn was Group Controller of MascoTech's
Automotive Operations from 1991 through December 1996 and was a Vice President
of such group from 1994 through December 1996.
Roger Fridholm has been President of the Business, Technology and Staffing
Services Division since May 26, 1998. Prior to such date, Mr. Fridholm served as
President of St. Clair Group, Inc., a private investment company, from 1991 to
1998. He also has served as Chairman of Ad Hoc Legal Resources LLC since 1995,
as President of IPG Services Corporation since 1996 and President of Ad Hoc,
Inc. since 1997, all of which are staffing service companies. Mr. Fridholm was
President and Chief Operating Officer of the Stroh Brewery Company, where he
continues to serve as a director, from 1979 to 1991. Mr. Fridholm is also a
director of The Stroh Companies, Inc., MCN Energy Group and Comerica Bank.
John Risk has been President of the Product Development Services Division
since May 11, 1998. Mr. Risk retired from Ford Motor Company in 1997. Mr. Risk
was director of a vehicle line for Ford Motor Company from 1994 to 1997, and
from 1992 to 1994 was director of the small car segment for Ford.
Richard A. Manoogian has been a director since January 3, 1997. Mr.
Manoogian served as Chairman, Chief Executive Officer and a director of
MascoTech from 1984 to 1997 and continues to serve as Chairman and as a
director. Mr. Manoogian is also Chairman of the Board of Masco Corporation and a
director of First Chicago NBD Corporation, Detroit Renaissance and The American
Business Conference.
Richard M. Cashin, Jr. has been a director since January 3, 1997. Mr.
Cashin has been president of CVC since 1994. Prior to being appointed president,
Mr. Cashin served as a Managing Director of CVC for more
50
<PAGE> 52
than four years. Mr. Cashin is also a director of Levitz Furniture Inc., Delco
Remy International, Inc., LifeStyle Furnishings International Ltd., Fairchild
Semiconductor Corporation, FFC Holding, Inc., Cable Systems International,
Euramax International, Plc, Titan Wheel International, Inc., Hoover Group Inc.,
Thermal Engineering, Gerber Childrenswear Inc., JAC Holding Corporation, GVC
Holdings, Ballantrae Corporation and Delta Commodities, Inc.
Michael A. Delaney has been a director since January 3, 1997. Mr. Delaney
has been a Vice President of CVC since 1989. Mr. Delaney is also a director of
GVC Holdings, JAC Holding Corporation, CORT Business Services Corporation, Inc.,
Palomar Technologies Corporation, Enterprise Media Inc., SC Processing, Inc.,
Triumph Group, Inc., CLARK Material Handling Inc., Ballantrae Corporation,
International Knife and Saw, Inc., Aetna Industries, Inc., AmeriSource Health
Corporation and Delco Remy International, Inc.
David E. Cole has been a director since January 3, 1997. Mr. Cole has been
the Director of the Office for the Study of Automotive Transportation (OSAT) at
the University of Michigan's Transportation Research Institute since 1978. Prior
to attaining this position, Mr. Cole was a Professor of Mechanical Engineering
at the University of Michigan since 1967. Mr. Cole is also a director of the
Automotive Hall of Fame and is on the Board of Trustees of Hope College. From
1985 to 1988, Mr. Cole served as a director of the Society of Automotive
Engineers.
Lee M. Gardner has been a director since January 3, 1997. Mr. Gardner
served as President and Chief Operating Officer of MascoTech from 1992 to 1997,
and continues to serve as President and Co-Chief Operating Officer. Prior to
1992, he served as President of MascoTech's Automotive Operations.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to all
compensation paid or earned for services rendered to the Company and its
subsidiaries in all capacities in 1997 (except for bonus amounts, which are
compensation for services rendered in 1996) by the Company's President and the
three other executive officers whose total annual salary and bonus for the
fiscal year ending December 28, 1997 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
--------------------------- ---- ------ ----- ------------
($) ($) ($)
<S> <C> <C> <C> <C>
Ralph L. Miller.......................................... 1997 325,000 -- --
Special Assistant to the Chairman of the Board
Frederick K. Minturn..................................... 1997 200,000 65,000 92,961(1)
Executive Vice President; Chief Financial Officer
Derek Grills............................................. 1997 165,000 36,000 --
Vice President, In-Client Services
Don Springer(2).......................................... 1997 149,000 212,453 142,730
Vice President, Business and Technology Services
</TABLE>
- -------------------------
(1) Representing the value on the date of a grant of 4,697 shares of common
stock of MascoTech pursuant to MascoTech's 1991 Stock Incentive Plan, which
represented compensation for services in 1996.
(2) The amounts of compensation for Mr. Springer were neither set nor paid by
MSXI, but were determined and paid by GRI, Mr. Springer's employer until
August 1997. Mr. Springer began receiving compensation from MSXI on January
1, 1998.
51
<PAGE> 53
DIRECTOR COMPENSATION
Outside directors are entitled to receive $10,000 in annual compensation
and $500 per meeting attended. As of the date of this Prospectus, Mr. Cole is
the only outside director.
EMPLOYMENT AGREEMENTS
Ralph L. Miller and Frederick K. Minturn. Effective as of January 3, 1997,
the Company entered into employment agreements with Mr. Miller to serve as
President and Chief Operating Officer (Mr. Miller's position prior to April 28,
1998) and Mr. Minturn to serve as Executive Vice President and Chief Financial
Officer, each for an initial term of two years. The following terms of Mr.
Miller's agreement are still effective although his position has changed. The
agreements will automatically renew for successive one-year terms unless
otherwise terminated in writing by either the Company or Messrs. Miller or
Minturn, as the case may be. Annual base salary for Mr. Miller is $325,000 and
for Mr. Minturn is $200,000, subject, in each case, to increases upon approval
by the Board of Directors. The agreements also provide that the Company will pay
Mr. Miller and Mr. Minturn a discretionary annual performance bonus although
such provision has been superseded by the Performance Incentive Plan described
below. Mr. Miller and Mr. Minturn will also be entitled to all other employee
benefits maintained for officers and employees of the Company. The Company may
terminate employment upon death or disability. Either the Company or Mr. Miller
or Mr. Minturn, as applicable, may terminate the agreement, with or without
cause (as defined therein). If the agreement is terminated without cause by the
Company or with good reason (as defined therein) by Mr. Miller or Mr. Minturn,
as applicable, the Company will pay to Mr. Miller or Mr. Minturn, as applicable,
the full base salary for the remainder of the term then in effect. If, however,
the agreement is terminated without cause by the Company during or upon the
expiration of the initial term, then Mr. Miller or Mr. Minturn, as applicable,
shall receive the full base salary for not less than one year. The agreements
also provide that, during the term of their employment, and thereafter for the
greater of twelve months or the remainder of the then current term, Mr. Miller
and Mr. Minturn will not, directly or indirectly, engage in certain activities
competitive with the business of the Company.
Don Springer. On August 28, 1997, the Company entered into an at-will
employment agreement with Mr. Springer to serve as Vice President, Business and
Technology Services. Annual base salary for Mr. Springer is $195,000. In
addition, Mr. Springer may be paid a bonus up to 30% of his annual base salary
in accordance with the Company's performance. Mr. Springer may be awarded an
additional 15% of his base salary by the Board of Directors if the Company's
performance exceeds expected results. The Agreement also includes a commitment
by the Company to offer Mr. Springer the opportunity to purchase 1,000 shares of
Class A Common Stock of the Company at $40 per share, subject to certain
conditions, including approval by the Board of Directors and Mr. Springer's
continuous employment until September 1, 1998. Should the Company choose to
terminate Mr. Springer's employment without cause, he will be entitled to a
gross amount of $230,000, subject to a release of all claims against the Company
or its affiliates relating to his termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation committee are Messrs. Billig, Delaney and
Gardner.
PERFORMANCE INCENTIVE PLAN
The Company introduced the Performance Incentive Plan ("PIP") in April
1998. All of the Company's salaried employees, including executive officers, are
eligible to receive payments under PIP. PIP offers target awards that are a
percentage of an employee's annual base salary. Actual awards are based on
individual as well as corporate and business unit performance. Under PIP, each
of Mr. Miller and Mr. Minturn will receive a discretionary annual performance
bonus, capped at 87.5% of his annual base salary, if the Company meets or
exceeds its target performance.
52
<PAGE> 54
PRINCIPAL STOCKHOLDERS
The following table provides certain information regarding the beneficial
ownership, as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), of the Company's common stock as of May 29, 1998 by (i) each
stockholder known to the Company to be the beneficial owner of 5% or more of any
class of the Company's voting securities, (ii) each of the Company's directors
and executive officers and (iii) all directors and executive officers as a
group. So far as is known to the Company, the persons named in the tables below
as beneficially owning the shares set forth therein have sole voting power and
sole investment power with respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY OWNED PERCENT OF CLASS
---------------------- ----------------------
SERIES A SERIES A
CLASS A PREFERRED CLASS A PREFERRED
NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
------------------------ ------- --------- ------- ---------
<S> <C> <C> <C> <C>
Citicorp Venture Capital, Ltd.......................... 43,752* 180,000 46.1% 50.0%
399 Park Avenue, 14th Floor
New York, New York 10043
MascoTech, Inc......................................... 43,752* 180,000 46.1% 50.0%
21001 Van Born Road
Taylor, Michigan 48180
Erwin H. Billig........................................ 2,000* -- 2.1% --
Ralph L. Miller(1)..................................... 3,000* -- 3.2% --
Frederick K. Minturn................................... 1,500* -- 1.6% --
All directors and executive officers as a group........ 6,500(2) -- 6.9% --
</TABLE>
- -------------------------
* Consists of an equal number of shares of each of Series A-1 Common Stock,
Series A-2 Common Stock, Series A-3 Common Stock and Series A-4 Common Stock
(collectively, the "Class A Common Stock")
(1) Mr. Miller has agreed in principle with CVC to acquire certain shares of
Class A Common and Series A Preferred Stock currently held by CVC for an
aggregate purchase price of $1,000,000. Mr. Miller intends to borrow
$250,000 of the purchase price from the Company, such loan to mature on
December 31, 1999 and to bear interest at (i) the same rate of interest
borne by the Notes or (ii) the highest rate permitted under applicable law,
if such rate is less than the interest rate borne by the Notes, and to
borrow the remaining $750,000 of the purchase price from a third party. Such
purchase is expected to be completed by June 15, 1998, although there is no
assurance that the transaction will be completed. Upon completion of the
purchase, Mr. Miller would own approximately 5.6% and 2.5% of the Class A
Common and Series A Preferred Stock, respectively, and CVC would own
approximately 43.6% and 47.5% of the Class A Common and Series A Preferred
Stock, respectively.
(2) Roger Fridholm and John Risk have been given the option by the Company,
subject to execution of a management subscription agreement, to purchase
2,000 and 1,000 shares of Class A Common Stock, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
STOCKHOLDERS' AGREEMENT
On January 3, 1997, in connection with the ownership of certain capital
shares of the Company, the Company entered into a stockholders' agreement (the
"Stockholders' Agreement") with MascoTech, CVC and certain executive officers
and directors of the Company (the "Management Stockholders" and, together with
MascoTech and CVC, the "Stockholders"). The Stockholders' Agreement imposes
certain restrictions on, and rights with respect to, the transfer of shares of
the Company's Common Stock (as defined) and Series A Preferred Stock held by
MascoTech, CVC and the Management Stockholders. The Stockholders Agreement also
entitles the Stockholders to certain rights regarding corporate governance of
the Company and
53
<PAGE> 55
to CVC and MascoTech the right to purchase their pro rata share in connection
with the issuance of any new shares of Common Stock by the Company.
The Stockholders' Agreement sets forth conditions under which the parties
may transfer their shares. The Stockholders' Agreement provides for a right of
first refusal in favor of the Company in the event that any Stockholder (the
"Selling Stockholder") desires to transfer its shares of Common Stock pursuant
to a bona fide third party offer or an involuntary transfer (as defined in the
Stockholders Agreement). To the extent that the Company elects to purchase fewer
than all of the shares proposed to be sold by such Selling Stockholder, the
Stockholders' Agreement provides for rights of first refusal on a pro rata basis
in favor of the other Stockholders. In the case of a bona fide third party
offer, without the consent of the Selling Stockholders, neither the Company nor
the other Stockholders may purchase any of the shares pursuant to the right of
first refusal unless all such shares are purchased. If such Selling Stockholder
is MascoTech or CVC, and such Selling Stockholder proposes to sell shares
representing more than 5% of the outstanding shares of Common Stock on a
fully-diluted basis or if any Selling Stockholder proposes to transfer shares of
Series A Preferred Stock, then such Selling Stockholder must also cause the
buyer to give the other Stockholders an option to sell a pro rata number of
their respective shares of the same class and on the same terms and conditions
as the Selling Stockholder.
In the event that a Management Stockholder's shares of capital stock are
subject to an involuntary transfer (such as a seizure pursuant to a judgment
lien or in connection with any voluntary or involuntary bankruptcy proceeding),
the Stockholders' Agreement grants similar rights to purchase such shares first
to the Company and then to MascoTech and CVC, pro rata.
Subject to certain restrictions, following the fifth anniversary of the
date of the Stockholders' Agreement and for as long as CVC or MascoTech, as the
case may be, or any of their permitted successors and assigns, shall hold more
than 60% of the Common Stock of the Company originally issued to them, the
Stockholders' Agreement grants each of MascoTech and CVC certain "drag-along
rights." The drag-along rights require the other Stockholders to sell all of
their capital stock upon the same terms and conditions as MascoTech and CVC in
connection with the sale of all of the shares of MascoTech or CVC, as the case
may be, to a third party. In addition, if MascoTech or CVC propose the transfer
or sale of all or substantially all of the assets or business of the Company to
any third party, MascoTech or CVC, as the case may be, may require the other
Selling Stockholders to take all action necessary to cause the Company to
approve such transaction.
The Stockholders' Agreement provides that the Board of Directors (the
"Board") of the Company shall consist of seven members consisting of two
nominees of CVC, two nominees of MascoTech, one nominee of the Management
Stockholders and two disinterested directors. Voting on the Board is weighted so
as to provide each MascoTech designate with 17.5%, each CVC designate with
17.5%, the Management designate with 10%, and each disinterested director with
10%, respectively, of the voting power on the Board.
REGISTRATION RIGHTS AGREEMENT
On January 3, 1997, the Company entered into a registration rights
agreement (the "MSXI Registration Rights Agreement") with the CVC, MascoTech and
the Management Stockholders. The MSXI Registration Rights Agreement provides
that CVC and MascoTech shall be entitled, at any time, to request that the
Company effect an underwritten primary or secondary public offering, which
raises aggregate net proceeds to the Company of at least $50,000,000 or, after
June 3, 1998, to request that the Company effect an underwritten primary or
secondary public offering of at least 25% of the Company's Common Stock on a
fully diluted basis; and in connection with any such public offering the Company
is required to use reasonable efforts to include in such offering all other
shares, subject to certain exceptions, that the stockholders request for
inclusion therein. In addition, at any time following an initial public offering
of the Company's shares, the MSXI Registration Rights Agreement provides that,
subject to certain limitations, each of CVC and MascoTech shall be entitled to
request three long-form registrations using SEC Form S-1 or S-2 and request
unlimited short-form registrations using Form S-3 (any registration effected in
accordance with this or the preceding sentence, a "Demand Registration"). If (i)
the Company's Board determines that a Demand Registration must be postponed to
avoid the disclosure of material non-public information or (ii) as a result of a
pending material financing or acquisition, then the Company may require CVC or
MascoTech, as the case may be, to withdraw its Demand Registration and not
submit another Demand Registration for up to sixty
54
<PAGE> 56
days. Whenever the Company decides to register any of its shares (other than on
Forms S-4 and S-8), the CVC, MascoTech and Management Stockholders have the
right to register (or "piggyback") their shares on the same terms as the
Company. The Company is obligated to pay all reasonable fees, costs and expenses
in connection with any initial, demand or piggyback registration.
Notwithstanding such demand registration rights, the Company shall not be
obligated to effect a Demand Registration statement if, within 90 days of such
request, a registration statement in which CVC or MascoTech was entitled to
participate, pursuant to their demand or piggyback registration rights, was
filed. In addition, the Company and each Stockholder shall be precluded from
effecting any public sale or distribution of the shares for a certain period
prior to and following the effective date of any initial public offering or any
demand or piggyback registration. In each demand registration, holders of
registrable securities other than the holders initiating such registration may
include their securities in such registration, subject to certain restrictions.
The MSXI Registration Rights Agreement contains indemnity and contribution
provisions between the Company and any selling stockholders for losses arising
out of any registration effected pursuant to the MSXI Registration Rights
Agreement.
OTHER
Mr. Miller has agreed in principle with CVC to acquire certain shares of
Class A Common and Series A Preferred Stock for an aggregate purchase price of
$1,000,000. Mr. Miller intends to borrow on a secured basis $250,000 of the
purchase price from the Company. See "Principal Stockholders."
55
<PAGE> 57
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company's Certificate of Incorporation ("Certificate of Incorporation")
provides that the Company is authorized to issue 2,000,000 shares of Common
Stock, par value $0.01 per share, divided into two classes: Class A Common Stock
("Class A Stock") and Class B Common Stock ("Class B Stock" and, together with
the Class A Stock, the "Common Stock").
Class A Stock is divided into five series consisting of 125,000 shares each
of Series A-1 Common Stock ("Series A-1"), Series A-2 Common Stock ("Series
A-2"), Series A-3 Common Stock ("Series A-3"), Series A-4 Common Stock ("Series
A-4") and 500,000 Shares of Series I Common Stock ("Series I"). Class B Stock is
divided into five series consisting of 125,000 shares each of Series B-1 Common
Stock ("Series B-1"), Series B-2 Common Stock ("Series B-2"), Series B-3 Common
Stock ("Series B-3"), Series B-4 Common Stock ("Series B-4") and 500,000 Shares
of Series II Common Stock ("Series II").
The holders of Class A Stock are entitled to one vote for each share held
of record on all matters to be voted on by the Company's stockholders. The
holders of Class B Stock have no voting rights except as required by law or in
the Certificate of Incorporation.
The holders of all classes of Common Stock receive dividends ratably. If
dividends are declared in shares of Common Stock, the dividend must be declared
and paid at the same rate per share on each class or series of Common Stock and
unless 95% of the shares of each class or series approves, the dividends payable
in shares of a particular class or series of Common Stock are payable only to
holders of the particular class or series of Common Stock; however, any dividend
payable to one class or series of Common Stock entitles the other class or
series to a dividend in the same form and amount on the same date. If the
dividends consist of voting securities of the Company, at the request of each
holder of Class B Stock, the Company must pay dividends to holders of Class B
Stock in nonvoting securities of the Company which are identical to the voting
securities and convertible into or exchangeable for voting securities on the
same terms as the Class B Stock is convertible to Class A Stock. The holders of
all classes are entitled to share ratably in all distributions resulting from
any liquidation, dissolution or winding up.
The holders of (a) Series A-1 can convert their shares into Series B-1, (b)
Series A-2 can convert their shares into Series B-2, (c) Series A-3 can convert
their shares into B-3, (d) Series A-4 can convert their shares into B-4, and (e)
Series I can convert their shares into Series II, in each case at a one-to-one
conversion rate. Such conversion may occur at any time in the event that the
holder thereof has determined that it might be subject to a Regulatory Problem
(as defined in the Certificate of Incorporation) or an Accounting Determination
(as defined in the Certificate of Incorporation). The holders of each series of
Class B Stock can convert their shares into Class A Stock in the same manner as
described in (a) through (e) above. Upon the occurrence of a Qualifying Offering
(as defined in the Stockholders' Agreement) or a Sale Transaction (as defined in
the Stockholders' Agreement), (a) each share of Series A-1, Series A-2, Series
A-3, and Series A-4 will be automatically converted into one fully paid and
non-assessable share of Series I Stock and (b) each share of Series B-1, Series
B-2, Series B-3, and Series B-4 will be automatically converted into one fully
paid and non-assessable share of Series II Stock.
PREFERRED STOCK
The Company's Certificate of Incorporation provides that the Company is
authorized to issue 1,500,000 shares of preferred stock, divided into two
classes: 500,000 shares of Redeemable Series A Preferred Stock, par value $0.01
and 1,000,000 of New Preferred Stock, par value $0.01 ("New Preferred").
The Redeemable Series A Preferred Stock has a stated value of $100 per
share, and no additional shares may be issued. As long as any shares of the
Redeemable Series A Preferred Stock are outstanding, the Company may not issue
preferred stock that is senior or pari passu with respect to payment of
dividends, other distributions, or preference on redemption or liquidation
without the consent of the holders of 67% of the Redeemable Series A Preferred
Stock. Except as required by law or to validate certain actions of the Company
which adversely affect the rights or powers, ranking, or authorized number of
shares, the holders of
56
<PAGE> 58
Redeemable Series A Preferred Stock have no voting rights. Dividends on the
Redeemable Series A Preferred Stock are payable in cash at a rate per annum
equal to 12% of the sum of $100 plus an amount equal to any accrued and unpaid
dividends. Dividends on the Redeemable Series A Preferred Stock accrue daily and
are cumulative. The Company may not declare or pay any dividend or other
distribution in respect of the Common Stock or other class or series of stock
ranking junior to the Redeemable Series A Preferred Stock (collectively the
"Junior Stock") unless all accrued and unpaid dividends with respect to
Redeemable Series A Preferred Stock have either been paid or contemporaneously
are declared and paid; however, the Company may (a) acquire Junior Stock in an
exchange or conversion, (b) pay dividends in shares of Junior Stock, and (c)
acquire shares of Common Stock pursuant to the Stockholders' Agreement.
The New Preferred shall be authorized in one or more series and shall have
voting powers, preferences, and other rights and qualifications as the Board of
Directors state in a restitution or resolutions provided for an issuance of the
New Preferred.
The Redeemable Series A Preferred Stock is mandatorily redeemable by the
Company at the earlier of (a) June 30, 2007 or (b) the date on which a Sale
Transaction by MascoTech or CVC occurs. However, in conjunction with the
Offering, the Company extended the date on which the Redeemable Series A
Preferred Stock is mandatorily redeemable to December 31, 2008. The Company may
redeem any or all of the Redeemable Series A Preferred Stock at its election
prior to the mandatory redemption date. In both instances, the redemption price
for the Redeemable Series A Preferred Stock shall be the sum of $100 plus an
amount equal to any accrued and unpaid dividends. The Company may also elect to
acquire shares of the Redeemable Series A Preferred Stock from time to time
without redeeming or otherwise acquiring all or any other issued shares of the
Redeemable Series A Preferred Stock (a "Special Redemption") pursuant to the
terms of the Stockholders' Agreement.
The Redeemable Series A Preferred Stock may be exchanged for the Company's
12% Junior Subordinated Debentures ("Junior Debentures") at the election of the
Company. The Company must make its election within 45 days of receipt of notice
from MascoTech or CVC of their offer to exchange and sell their Redeemable
Series A Preferred Stock ("Exchange Notice"). The Junior Debentures will mature
on the mandatory redemption date of the Redeemable Series A Preferred Stock. If
the Company elects to exchange the shares, it must exchange all of the shares
designated to be exchanged in the Exchange Notice and all of the shares
designated by other holders of Redeemable Series A Preferred Stock in an
additional notice. The New Credit Facility and the Indenture restrict the
incurrence of additional Indebtedness, including the exchange of the Redeemable
Series A Preferred Stock.
57
<PAGE> 59
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
NEW CREDIT FACILITY
On January 22, 1998 the Company entered into the New Credit Facility with
NBD Bank, on behalf of itself and as agent for a syndicate of other lenders.
Funds under the New Credit Facility are available for acquisitions, working
capital and general corporate purposes. On April 14, 1998, the Company amended
and restated the New Credit Facility to add a $30 million term loan portion.
References to the New Credit Facility herein refer to such facility as so
amended. On the same date, the Company borrowed the full amount available under
the term loan and used the funds to reduce outstanding balances under the
revolving loan portion of the New Credit Facility.
Interest Rate. Interest on the loans under the New Credit Facility are
payable quarterly or, if earlier, at the end of each interest period and will
accrue at an annual rate equal to, at the option of the Company, (a) a floating
rate (the "Floating Rate") which shall be the higher of (i) the prime rate of
NBD Bank or a comparable rate of an affiliate of NBD Bank or (ii) 1.0% over the
Federal Funds rate, or (b) the London Interbank Offered Rate ("LIBOR") plus the
applicable margin, which (I) with respect to revolving loans, is initially 1.40%
and can range from 0.45% to 1.40% and (II) with respect to term loans, is
initially 1.75% and can range from 0.625% to 1.75%, in each case based on the
Company's ratio of total debt to EBITDA (each as defined in and calculated
pursuant to the New Credit Facility).
Borrowing Base. The New Credit Facility provides the Company with available
credit under the revolving loan portion of up to $100 million. If the Company's
ratio of total debt to EBITDA exceeds a specified number, the amount of
revolving and term loans permitted to be outstanding under the New Credit
Facility may be limited to a percentage of eligible accounts receivable of the
Company.
Guarantee and Security Interest. Each significant domestic subsidiary of
the Company has guaranteed all obligations of the Company under the New Credit
Facility. In addition, these obligations are secured by a pledge of the Stock of
such domestic subsidiaries and a first lien on substantially all assets of such
domestic subsidiaries and a pledge of 65% of the stock of the significant
foreign subsidiaries. The obligations of the Company under the New Credit
Facility rank senior to all other indebtedness of the Company, including the
Notes.
Covenants. The New Credit Facility contains certain reporting covenants and
other customary affirmative covenants and various negative covenants including
but not limited to certain limitations on mergers, sales of assets,
acquisitions, liens, investments, indebtedness, contingent obligations,
dividends, subsidiaries' ability to agree to dividend restrictions, affiliate
transactions and changes of business. The New Credit Facility also contains
certain covenants with respect to employee benefit arrangements and
environmental matters. The New Credit Facility also contains certain financial
covenants including but not limited to a ratio of total debt to EBITDA, a fixed
charge coverage ratio, and a minimum net worth requirement (each as defined in
and calculated pursuant to the New Credit Facility).
Events of Default. The New Credit Facility contains customary events of
default including without limitation defaults for nonpayment of principal when
due, nonpayment of interest and fees within five business days when due,
material misrepresentations, default in the performance of most negative
covenants, default in performance of any other term or covenant for thirty days
after notice (five days after notice for information covenants), bankruptcy or
insolvency, ERISA, change of control, unstayed judgments in excess of a certain
amount and cross-defaults to any indebtedness equal to or in excess of a certain
amount in the aggregate for the Company or any subsidiary, which default is a
payment default or would permit the holders of such indebtedness to cause such
indebtedness to become due prior to its stated maturity.
FORD FACILITY
The Fleet Central Billing-Finance Facility (the "Ford Facility") is an
arrangement between the Company and Ford Motor Company Limited ("Ford Limited")
whereby the Company participates in the Fleet Central Billing Program (the
"Program"). Under the Ford Facility, Ford Limited appoints the Company as an
agent to purchase maintenance and service accounts receivable ("Receivables") of
selected
58
<PAGE> 60
Ford Limited dealers in the United Kingdom (the "Dealers"). The Company
purchases the Receivables on behalf of Ford at a discount of 2.75% or such rate
of discount as may be agreed upon from time to time. Ford provides the Company
with funding to purchase Receivables, and such funding currently bears interest
at the one month LIBOR rate plus 1.66% and is subject to adjustment in the
future. As of March 29, 1998, there was approximately $7.3 million of
indebtedness outstanding under the Fleet Central Billing-Finance Facility.
59
<PAGE> 61
THE EXCHANGE OFFER
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), the Company will accept for exchange Old Notes which are
properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. For each $1,000 principal amount of Old Notes surrendered to
the Company pursuant to the Exchange Offer, the holder of such Old Note will
receive an Exchange Note having a principal amount equal to that of the
surrendered Old Note. The Company will keep the Exchange Offer open for not less
than 30 business days (or longer if required by applicable law) after the date
notice of the Exchange Offer is mailed to the holders of the Old Notes. As used
herein, the term "Expiration Date" means 5:00 p.m., New York City time, on
, 1998; provided, however, that if the Company has extended the
period of time for which the Exchange Offer is open, the term "Expiration Date"
means the latest time and date to which the Exchange Offer is extended.
As of the date of this Prospectus, $100,000,000 in aggregate principal
amount of the Old Notes are outstanding. This Prospectus, together with the
Letter of Transmittal, is first being sent on or about the date set forth on the
cover page to all Holders of Old Notes at the addresses set forth in the
security register with respect to Old Notes maintained by the Trustee. The
Company's obligations to accept Old Notes for exchange pursuant to the Exchange
Offer is subject to certain conditions as set forth under "-- Certain Conditions
to the Exchange Offer" below.
The Company expressly reserves 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
such extension to the Holders thereof. During any such extension, all Old Notes
previously tendered will remain subject to the Exchange Offer and may be
accepted for exchange by the Company. Any Old Notes not accepted for exchange
for any reason will be returned without expense to the tendering Holder thereof
as promptly as practicable after the expiration or termination of the Exchange
Offer.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the occurrence of any of the conditions of the Exchange Offer
specified below under "Certain Conditions to the Exchange Offer." The Company
will give notice of any extension, amendment, non-acceptance or termination to
the Holders of the Old Notes as promptly as practicable, such notice in the case
of any extension to be issued by means of a press release or other public
announcement no later than 9:00 a.m., New York City Time, on the next business
day after the previously scheduled Expiration Date.
PROCEDURES FOR TENDERING OLD NOTES
The tender to the Company of Old Notes by a Holder thereof as set forth
below and the acceptance thereof by the Company will constitute a binding
agreement between the tendering Holder and the Company 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 pursuant to the Exchange Offer must transmit a properly
completed and duly executed Letter of Transmittal, including all other documents
required by such Letter of Transmittal, to IBJ Schroder Bank & Trust Company
(the "Exchange Agent") at the address set forth below under "Exchange Agent" on
or prior to the Expiration Date. In addition, (i) certificates for such Old
Notes must be received by the Exchange Agent along with the Letter of
Transmittal, (ii) a timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of such Old Notes, if such procedure is available, into the
Exchange Agent's account at DTC (as defined) pursuant to the procedure for
book-entry transfer described below, must be received by the Exchange Agent
prior to the Expiration Date or (iii) the Holder must comply with the guaranteed
delivery procedures described below. THE METHOD OF DELIVERY OF OLD NOTES,
LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND
RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT
REGISTERED
60
<PAGE> 62
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF
TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.
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
pursuant thereto are tendered (i) by a registered Holder of the Old Notes who
has not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution (as defined below). 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, such 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 (collectively, "Eligible
Institutions"). If Old Notes are registered in the name of a person other than
the person signing 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 the
Company in its sole discretion, duly executed by the registered Holder with the
signature thereon guaranteed by an Eligible Institution.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined by
the Company in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or not to accept any
particular Old Notes the acceptance of which might, in the judgment of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any defects or irregularities or conditions of the Exchange Offer
as to any particular Old Notes either before or after the Expiration Date
(including the right to waive the ineligibility of any Holder who seeks to
tender Old Notes in the Exchange Offer). The interpretation of the terms and
conditions of the Exchange Offer as to any particular Old Notes either before or
after the Expiration Date (including the Letter of Transmittal and the
instructions thereto) by the Company shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with the tender of
Old Notes for exchange must be cured within such reasonable period of time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall any
of them incur any liability for failure to give such notification.
If the Letter of Transmittal is signed by a person or persons other than
the registered Holder or Holders of Old Notes, such Old Notes must be endorsed
or accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the registered Holder or Holders that appear on the Old
Notes.
If the Letter of Transmittal or any Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers or corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of its authority to so act
must be submitted.
By executing, or otherwise becoming bound by, the Letter of Transmittal,
each holder of the Old Notes (other than certain specified holders) will
represent that (i) it is not an affiliate of the Company, (ii) any Exchange
Notes to be received by it were acquired in the ordinary course of its business
and (iii) it has no arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Notes. If the tendering Holder is a broker-dealer that will receive Exchange
Notes for its owns account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Notes. See "-- Resales of the Exchange Notes."
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Old Notes
properly tendered and will issue the Exchange Notes promptly after acceptance of
the Old Notes. See "Certain Conditions to the Exchange Offer" below. For
61
<PAGE> 63
purposes of the Exchange Offer, the Company shall be deemed to have accepted
properly tendered Old Notes for exchange when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
In all cases, issuance of Exchange Notes for Old Notes that are accepted
for exchange pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of certificates for such Old Notes or a timely
Book-Entry Confirmation of such Old Notes into the Exchange Agent's account at
DTC pursuant to the book-entry transfer procedures described below, a properly
completed and duly executed Letter of Transmittal and 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 or if certificates
representing Old Notes are submitted for a greater principal amount than the
Holder desires to exchange, such unaccepted or non-exchanged Old Notes will be
returned without expense to the tendering Holder thereof (or, in the case of Old
Notes tendered by book-entry transfer into the Exchange Agent's account at DTC
pursuant to the book-entry transfer procedures described below, such
non-exchanged Old Notes will be credited to an account maintained with DTC) as
promptly as practicable after the expiration or termination of the Exchange
Offer.
BOOK-ENTRY TRANSFER
Any financial institution that is a participant in DTC's systems may make
book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into
the Exchange Agent's account in accordance with DTC's procedures for transfer.
However, the exchange for the Old Notes so tendered will only be made after
timely confirmation of such book-entry transfer of Old Notes into the Exchange
Agent's account, and timely receipt by the Exchange Agent of an Agent's Message
(as such term is defined in the next sentence) and any other documents required
by the Letter of Transmittal. The term "Agent's Message" means a message,
transmitted by DTC and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from a Participant tendering Old Notes that are the subject of
such Book-Entry Confirmation that such Participant has received and agrees to be
bound by the terms of the Letter of Transmittal, and that the Company may
enforce such agreement against such Participant. Although delivery of Old Notes
may be effected through book-entry transfer into the Exchange Agent's account at
DTC, the Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees and any other required
documents, must in any case be delivered to and received by the Exchange Agent
at its address set forth under "-- Exchange Agent" on or prior to the Expiration
Date, or the guaranteed delivery procedure set forth below must be complied
with.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
GUARANTEED DELIVERY PROCEDURES
If a registered Holder of the Old Notes desires to tender such Old Notes
and the Old Notes are not immediately available, or time will not permit such
Holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if (i) the tender is made
through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange
Agent receives from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (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 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 of all physically tendered Old Notes,
in proper form for transfer, or a Book-Entry Confirmation, as the case may be,
and any other documents required by the Letter of Transmittal will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the certificates
for all physically tendered Old Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and all other documents required by
the 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.
62
<PAGE> 64
WITHDRAWAL RIGHTS
Tenders of Old Notes may be withdrawn at any time prior to the Expiration
Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses set forth below under
"Exchange Agent." Any such 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 such Old Notes), and (where
certificates for Old Notes have been transmitted) specify the name in which such
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 such 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 an
Eligible Institution unless such Holder is an Eligible Institution. If Old Notes
have been tendered pursuant to the procedure for book-entry transfer described
above, any notice of withdrawal must specify the name and number of the account
at DTC to be credited with the withdrawn Old Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, 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 thereof without cost to such Holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
DTC pursuant to the book-entry transfer procedures described above, such Old
Notes will be credited to an account maintained with DTC for the Old Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be tendered by following one of
the procedures described under "Procedures for Tendering Old Notes" above at any
time on or prior to the Expiration Date.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, the Company
shall not be required to accept for exchange, or to issue Exchange Notes in
exchange for, any Old Notes and may terminate or amend the Exchange Offer, if at
any time before the Expiration Date, the Company determines that the Exchange
Offer violates applicable law, any interpretation of the staff of the Commission
or any order of any governmental agency or court of competent jurisdiction.
The foregoing condition is for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to such
condition. The failure by the Company at any time to exercise the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time.
In addition, the Company will not accept for exchange any Old Notes
tendered, and no Exchange Notes will be issued in exchange for any such Old
Notes, if prior to the Expiration Date 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 (the "TIA").
EXCHANGE AGENT
IBJ Schroder Bank & 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 one of the addresses set forth below. Questions and
requests for assistance, requests for additional copies of this Prospectus or of
63
<PAGE> 65
the Letter of Transmittal and requests for Notices of Guaranteed Delivery should
be directed to the Exchange Agent, addressed as follows:
Deliver To:
IBJ Schroder Bank & Trust Company, Exchange Agent
By Mail or By Hand:
Attn: [ ]
[ ]
[ ]
Attention: [ ]
By Facsimile:
[ ]
Confirm by Telephone:
[ ]
DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
FEES AND EXPENSES
The Company 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 by telephone
or in person by officers and employees of the Company.
The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company. Such expenses include fees and expenses of the Exchange
Agent and the Trustee, accounting and legal fees and printing costs among
others.
TRANSFER TAXES
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith, except that Holders who instruct
the Company to register Exchange 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; RESALE OF THE EXCHANGE NOTES
Holders of Old Notes who do not exchange their Old Notes for Exchange Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon as a
consequence of the issuance of the Old Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of, the Securities
Act and applicable state securities law. Old Notes not exchanged pursuant to the
Exchange Offer will continue to accrue interest at 11 3/8% 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
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. The Company does not
currently anticipate that it will register the Old Notes under the Securities
Act. However, (i) if the Initial Purchasers so request with respect to Old Notes
not eligible to be exchanged for Exchange Notes in the Exchange Offer and held
by them following
64
<PAGE> 66
consummation of the Exchange Offer or (ii) if any holder of Old Notes is not
eligible to participate in the Exchange Offer or, in the case of any holder of
Old Notes that participates in the Exchange Offer, does not receive freely
tradable Exchange Notes in exchange for Old Notes, the Company is obligated to
file a registration statement on the appropriate form under the Securities Act
relating to the Old Notes held by such persons.
Based on interpretations by the staff of the Commission set forth in Exxon
Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2,
1993), the Company is of the view that Exchange Notes issued pursuant to the
Exchange Offer may be offered for resale, resold or otherwise transferred by
holders thereof (other than (i) any such holder which is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act or (ii) any
broker-dealer that purchases Notes from the Company to resell pursuant to Rule
144A or any other available exemption) 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 intention, or any arrangement or understanding with any
person, to participate in the distribution of such Exchange Notes. If any holder
has any arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i)
could not rely on the applicable interpretations of the staff of the Commission
and (ii) 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 Exchange Notes. Each such broker-dealer that
receives Exchange Notes for its own account in exchange for Old Notes, where
such Old Notes were acquired by such 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
such Exchange Notes. See "Plan of Distribution."
In addition, to comply with the securities laws of certain jurisdictions,
if applicable, the Exchange Notes may not be offered or sold unless they have
been registered or qualified for sale in such jurisdiction or any exemption from
registration or qualification is available and is complied with. The Company has
agreed, pursuant to the Registration Agreement and subject to certain specified
limitations therein, to register or qualify the Exchange Notes for offer or sale
under the securities or blue sky laws of such jurisdictions as any holder of the
Notes reasonably requests in writing.
65
<PAGE> 67
DESCRIPTION OF NOTES
GENERAL
The form and terms of the Exchange Notes are the same as the form and terms
of the Old Notes except that (i) the Exchange Notes are being registered under
the Securities Act and thus will not bear restrictive legends restricting their
transfer pursuant to the Securities Act and (ii) holders of Exchange Notes will
not be entitled to certain rights of holders of the Old Notes under the
Registration Rights Agreement that will terminate upon the consummation of the
Exchange Offer. The Old Notes were issued and the Exchange Notes will be issued
under the Indenture dated as of January 15, 1998 (the "Indenture"), among the
Company, the Subsidiary Guarantors and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee"). The Indenture has been filed as an exhibit to the
registration statement (the "Registration Statement") of which this Prospectus
forms a part. The Indenture will be qualified under the Trust Indenture Act of
1939, as amended, upon effectiveness of the Registration Statement.
The following is a summary of certain provisions of the Indenture and the
Notes. The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture, including the definitions of
certain terms therein and those terms made a part thereof by the Trust Indenture
Act of 1939, as amended. Capitalized terms used herein and not otherwise defined
have the meanings set forth in the section "-- Certain Definitions." As used in
this section, the term "Company" refers to MSX International, Inc.
Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes may be exchanged or transferred, at the office or agency of the
Company, which, unless otherwise provided by the Company, will be the offices of
the Trustee. At the option of the Company, payment of interest may be made by
check mailed to the addresses of the Holders as such addresses appear in the
Note register.
The Notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. No service charge
will be made for any registration of transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith.
TERMS OF THE EXCHANGE NOTES
The Notes will be general unsecured senior subordinated obligations of the
Company, limited in aggregate principal amount to $130.0 million, and will
mature on January 15, 2008. The Indenture provides for the issuance of the $100
million aggregate principal amount of Notes offered thereby and an additional
series of Notes in an aggregate principal amount not to exceed $30 million as
provided for in the covenant described below under "Certain Covenants --
Limitation on Incurrence of Indebtedness." The Notes will bear interest at the
rate per annum shown on the cover page hereof from January 16, 1998, or from the
most recent date to which interest has been paid or provided for, payable
semi-annually to Holders of record at the close of business on the January 1 or
July 1 immediately preceding the interest payment date on January 15 and July 15
of each year, commencing July 15, 1998. The Company will pay interest on overdue
principal at 1% per annum in excess of such rate, and it will pay interest on
overdue installments of interest at such higher rate to the extent lawful.
OPTIONAL REDEMPTION
Except as set forth in the following paragraph, the Notes will not be
redeemable at the option of the Company prior to January 15, 2003. Thereafter,
the Notes will be redeemable, at the Company's option, in whole or in part, at
any time or from time to time, upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each Holder's registered address, at
the following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest to the redemption date (subject to the
66
<PAGE> 68
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
commencing on January 15 of the years set forth below:
<TABLE>
<CAPTION>
REDEMPTION
PERIOD PRICE
------ ----------
<S> <C>
2003........................................................ 105.6875%
2004........................................................ 103.7917
2005........................................................ 101.8958
2006 and thereafter......................................... 100.0000
</TABLE>
In addition, at any time and from time to time prior to January 15, 2001,
the Company may redeem at its option in the aggregate up to 35% of the original
principal amount of the Notes with the proceeds of one or more Public Equity
Offerings following which there is a Public Market, at a redemption price
(expressed as a percentage of principal amount) of 111.375% 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 at least 65% of the original
aggregate principal amount of the Notes must remain outstanding after each such
redemption.
SELECTION
In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although 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 shall 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.
SUBSIDIARY GUARANTEES
Each of the Company's Domestic Restricted Subsidiaries will irrevocably and
unconditionally Guarantee on a joint and several basis, as primary obligors and
not merely as sureties, on an unsecured senior subordinated basis the
performance and punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all obligations of the Company under the Indenture
and the Notes, whether for payment of principal of or interest on the Notes,
expenses, indemnification or otherwise (all such obligations Guaranteed by the
Subsidiary Guarantors being herein called the "Guaranteed Obligations"). The
Subsidiary Guarantors will agree to pay, in addition to the amount stated above,
any and all expenses (including reasonable counsel fees and expenses) incurred
by the Trustee or the Holders in enforcing any rights under the Subsidiary
Guarantees. Each Subsidiary Guarantee will be limited in amount to an amount not
to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary
Guarantor without rendering such Subsidiary Guarantee voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
The Company shall cause each Domestic Restricted Subsidiary that at any
time becomes an obligor or Guarantor with respect to any obligations under one
or more Bank Credit Agreements to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Domestic Restricted Subsidiary
will Guarantee payment of the Notes on the same terms and conditions as those
set forth in the Indenture.
Each Subsidiary Guarantee is a continuing Guarantee and shall (a) remain in
full force and effect until payment in full of all the Guaranteed Obligations,
(b) be binding upon each Subsidiary Guarantor and (c) inure to the benefit of
and be enforceable by the Trustee, the Holders and their successors, transferees
and assigns. A Subsidiary Guarantee will be released upon the sale of all the
Capital Stock, or all or substantially all of the assets, of the applicable
Subsidiary Guarantor if such sale is made in compliance with the Indenture.
67
<PAGE> 69
SUBORDINATION
The indebtedness evidenced by the Notes and the Subsidiary Guarantees will
be unsecured senior subordinated obligations of the Company and the Subsidiary
Guarantors, as the case may be. The payment of the principal of, premium (if
any) and interest on the Notes and the payment of any Subsidiary Guarantee is
subordinate in right of payment, as set forth in the Indenture, to the prior
payment in full of all Senior Indebtedness of the Company or the relevant
Subsidiary Guarantor, as the case may be, whether outstanding on the Issue Date
or thereafter incurred, including the obligations of the Company and such
Subsidiary Guarantor under the Senior Credit Facility.
As of March 29, 1998, (i) the Company had approximately $61.4 million of
outstanding Senior Indebtedness (excluding unused commitments under the Senior
Credit Facility) and (ii) Senior Indebtedness of the Subsidiary Guarantors
outstanding of approximately $42.3 million (excluding Guarantees under the
Senior Credit Facility). Although the Indenture contains limitations on the
amount of additional Indebtedness that the Company and its Restricted
Subsidiaries may incur, under certain circumstances the amount of such
Indebtedness could be substantial and, in any case, such Indebtedness may be
Senior Indebtedness. See "Certain Covenants -- Limitation on Incurrence of
Indebtedness."
Only Indebtedness of the Company or a Subsidiary Guarantor that is Senior
Indebtedness will rank senior to the Notes and the relevant Subsidiary Guarantee
in accordance with the provisions of the Indenture. The Notes and each
Subsidiary Guarantee will in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the Company and the relevant Subsidiary Guarantor,
respectively. The Company and each Subsidiary Guarantor has agreed in the
Indenture that it will not Incur, directly or indirectly, any Indebtedness that
is subordinate or junior in ranking in right of payment to its Senior
Indebtedness unless such Indebtedness is pari passu with or is expressly
subordinated in right of payment to the Notes. Unsecured Indebtedness is not
deemed to be subordinated or junior merely because it is unsecured.
The Company may not pay principal of, premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions described under "--
Defeasance" below and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Subordinated Debt") if (i) any Senior Indebtedness is
not paid when due or (ii) any other default on any such Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, the default has been cured or waived and
any such acceleration has been rescinded or such Senior Indebtedness has been
paid in full. However, the Company may pay the Subordinated Debt without regard
to the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Senior Indebtedness with respect to
which either of the events set forth in clause (i) or (ii) of the immediately
preceding sentence has occurred and is continuing. During the continuance of any
default (other than a default described in clauses (i) and (ii) of the second
preceding sentence) with respect to any Designated Senior Indebtedness pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
upon the expiration of any applicable grace periods, the Company may not pay the
Subordinated Debt for a period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee (with a copy to the Company) of written notice (a
"Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (ii) because
the default giving rise to such Blockage Notice is no longer continuing or (iii)
because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence,
unless the holders of such Designated Senior Indebtedness or the Representative
of such holders has accelerated the maturity of such Designated Senior
Indebtedness, the Company may resume payments on the Notes after the end of such
Payment Blockage Period. The Notes shall not be subject to more than one Payment
Blockage Period in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness during such period.
68
<PAGE> 70
Upon any payment or distribution of the assets of the Company of any kind
or character upon a total or partial liquidation, winding up, assignment for the
benefit of creditors or marshalling of assets or other distribution in a
bankruptcy, insolvency, receivership or dissolution or reorganization of or
similar proceeding relating to the Company or its property, the holders of
Senior Indebtedness will be entitled to receive payment in full of such Senior
Indebtedness before the Noteholders are entitled to receive any payment, and,
until the Senior Indebtedness is paid in full, any payment or distribution to
which Noteholders would be entitled but for the subordination provisions of the
Indenture will be made to holders of such Senior Indebtedness as their interests
may appear. If a payment or distribution is made to Noteholders that, due to the
subordination provisions, should not have been made to them, such Noteholders
are required to hold it in trust for the holders of Senior Indebtedness and pay
it over to them as their interests may appear.
The obligations of a Subsidiary Guarantor under its Subsidiary Guarantee
are unsecured senior subordinated obligations. As such, the rights of
Noteholders to receive payment by a Subsidiary Guarantor pursuant to its
Subsidiary Guarantee will be subordinated in right of payment to the rights of
holders of Senior Indebtedness of such Subsidiary Guarantor. The terms of the
subordination provisions described above with respect to the Company's
obligations under the Notes apply equally to a Subsidiary Guarantor and the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee.
By reason of the subordination provisions contained in the Indenture, in
the event of insolvency, creditors of the Company or a Subsidiary Guarantor who
are holders of Senior Indebtedness of the Company or a Subsidiary Guarantor, as
the case may be, may recover more, ratably, than the Noteholders, and creditors
of the Company who are not holders of Senior Indebtedness may recover less,
ratably, than holders of Senior Indebtedness and may recover more, ratably, than
the Noteholders.
The terms of the subordination provisions described above will not apply to
payments from money or the proceeds of U.S. Government Obligations held in trust
by the Trustee for the payment of principal of and interest on the Notes
pursuant to the provisions described under "-- Defeasance."
CHANGE OF CONTROL
Upon the occurrence of a Change of Control, each Holder shall have the
right to require that the Company repurchase all or a portion of such Holder's
Notes at a purchase price in cash equal to 101% of the principal amount thereof
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), in accordance with the provisions of
the next paragraph.
Within 30 days following any Change of Control, the Company shall mail a
notice to each Holder with a copy to the Trustee stating: (1) that a Change of
Control has occurred and that such Holder has the right to require the Company
to purchase such Holder's Notes at a purchase price in cash equal to 101% of the
principal amount outstanding at the repurchase date 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 on the relevant interest
payment date); (2) the circumstances and relevant facts and relevant financial
information regarding such Change of Control; (3) the repurchase date (which
shall be no earlier than 30 days nor later than 60 days from the date such
notice is mailed); and (4) the instructions determined by the Company,
consistent with the covenant described hereunder, that a Holder must follow in
order to have its Notes repurchased.
The Company shall 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 covenant
described hereunder. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue thereof.
The occurrence of certain of the events which would constitute a Change of
Control would constitute a default under the Senior Credit Facility. Future
Senior Indebtedness of the Company may contain
69
<PAGE> 71
prohibitions of certain events which would constitute a Change of Control or
require such Senior Indebtedness to be repurchased upon a Change of Control.
Moreover, the exercise by the Holders of their right to require the Company to
repurchase the Notes could cause a default under such Senior Indebtedness, even
if the Change of Control itself does not, due to the financial effect of such
repurchase on the Company. Finally, the Company's ability to pay cash to the
Holders upon a repurchase may be limited by the Company's then existing
financial resources. There can be no assurance that sufficient funds will be
available when necessary to make any repurchases required in connection with a
Change of Control. The Company's failure to purchase the Notes in connection
with a Change in Control would result in a default under the Indenture which
would, in turn, constitute a default under the Senior Credit Facility. In such
circumstances, the subordination provisions in the Indenture would likely
restrict payment to the Holders of the Notes.
BOOK-ENTRY, DELIVERY AND FORM
Exchange Notes will be in registered certificated form ("Certificated
Notes") or registered global form ("Global Notes"). Each Global Note will be
deposited upon issuance with The Depository Trust Company ("DTC") and registered
in the name of a nominee of DTC. Holders may elect to hold their Exchange Notes
directly or, subject to the rules and procedures of DTC described below, in a
Global Note. However, tendering Holders of Old Notes held in global form shall
initially receive an interest held in a Global Note and tendering Holders of Old
Notes held directly in certificated form shall initially receive Exchange Notes
in certificated form, in each case unless otherwise specified in the Letter of
Transmittal.
The Depository has advised the Company as follows: The Depository is a
limited-purpose trust company and organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and "a clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934 (the "Exchange Act"). The Depository was created to hold securities
of institutions that have accounts with the Depository ("participants") and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depository's participants include securities
brokers and dealers (which may include the Initial Purchasers), banks, trust
companies, clearing corporations and certain other organizations. Access to the
Depository's book-entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, whether directly or indirectly.
Upon the issuance of the Global Note, the Depository will credit, on its
book-entry registration and transfer system, the principal amount of the Notes
represented by such Global Note to the accounts of participants. The accounts to
be credited shall be designated by the Initial Purchasers of such Notes.
Ownership of beneficial interests in the Global Note will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests in the Global Note will be shown on, and the transfer of
those ownership interests will be effected only through, records maintained by
the Depository (with respect to participants' interest) and such participants
(with respect to the owners of beneficial interests in the Global Note other
than participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and laws may impair the ability to transfer or pledge
beneficial interests in the Global Note.
So long as the Depository, or its nominee, is the registered holder and
owner of the Global Note, the Depository or such nominee, as the case may be,
will be considered the sole legal owner and holder of the related Notes for all
purposes of such Notes and the Indenture. Except as set forth below, owners of
beneficial interests in the Global Note will not be entitled to have the Notes
represented by the Global Note registered in their names, will not receive or be
entitled to receive physical delivery of certificated Notes in definitive form
and will not be considered to be the owners or holders of any Notes under the
Global Note. The Company understands that under existing industry practice, in
the event an owner of a beneficial interest in the Global Note desires to take
any action that the Depository, as the holder of the Global Note, is entitled to
take, the Depository would authorize the participants to take such action, and
that the participants would authorize
70
<PAGE> 72
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Payment of principal of and interest on Notes represented by the Global
Note registered in the name of and held by the Depository or its nominee will be
made to the Depository or its nominee, as the case may be, as the registered
owner and holder of the Global Note.
The Company expects that the Depository or its nominee, upon receipt of any
payment of principal of or interest on the Global Note, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Note as
shown on the records of the Depository or its nominee. The Company also expects
that payments by participants to owners of beneficial interests in the Global
Note held through such participants will be governed by standing instructions
and customary practices and will be the responsibility of such participants. The
Company will not have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Note for any Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or for any
other aspect of the relationship between the Depository and its participants or
the relationship between such participants and the owners of beneficial
interests in the Global Note owning through such participants.
Unless and until it is exchanged in whole or in part for certificated Notes
in definitive form, the Global Note may not be transferred except as a whole by
the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository.
Although the Depository has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Note among participants of the
Depository, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the
Trustee nor the Company will have any responsibility for the performance by the
Depository or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
CERTIFICATED NOTES
The Notes represented by the Global Note are exchangeable for certificated
Notes in definitive form of like tenor as such Notes in denominations of
U.S.$1,000 and integral multiples thereof if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the Global
Note or if at any time the Depository ceases to be a clearing agency registered
under the Exchange Act, (ii) the Company in its discretion at any time
determines not to have all of the Notes represented by the Global Note or (iii)
a default entitling the holders of the Notes to accelerate the maturity thereof
has occurred and is continuing. Any Note that is exchangeable pursuant to the
preceding sentence is exchangeable for certificated Notes issuable in authorized
denominations and registered in such names as the Depository shall direct.
Subject to the foregoing, the Global Note is not exchangeable, except for a
Global Note of the same aggregate denomination to be registered in the name of
the Depository or its nominee.
CERTAIN COVENANTS
The Indenture contains covenants including, among others, the following:
Limitation on Incurrence of Indebtedness. (a) The Company shall not, and
shall not permit any Restricted Subsidiary to, Incur, directly or indirectly,
any Indebtedness provided, however, that the Company and the Restricted
Subsidiaries may Incur Indebtedness if, immediately after giving effect to such
Incurrence, the Consolidated Coverage Ratio exceeds 2.0 to 1 if such
Indebtedness is Incurred prior to January 15, 2001 or 2.25 to 1 if such
Indebtedness is Incurred thereafter.
(b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries may Incur any or all of the following Indebtedness: (1)
Indebtedness Incurred pursuant to the Bank Credit Agreements and Guarantees of
Indebtedness Incurred pursuant to the Bank Credit Agreements; provided, however,
that, after giving effect to any such Incurrence, the aggregate principal amount
of such Indebtedness then outstanding does not exceed the greater of (i) $115.0
million less the amount of Net Available Cash from
71
<PAGE> 73
Asset Sales used to permanently reduce indebtedness under the Bank Credit
Agreements and (ii) the sum of (x) 85% of the net book value of the accounts
receivable of the Company and its Restricted Subsidiaries, determined in
accordance with GAAP and (y) 50% of the net book value of the inventory of the
Company and its Restricted Subsidiaries, determined in accordance with GAAP; (2)
Indebtedness represented by (i) the Notes issued in the Offering (and the
Exchange Notes), (ii) up to $30 million aggregate principal amount of Notes
issued subsequent to the Issue Date and (iii) Indebtedness represented by the
Subsidiary Guarantees; (3) Indebtedness outstanding on the Issue Date (other
than Indebtedness described in clause (1) of this paragraph); (4) Indebtedness
of the Company owed to and held by a Wholly-Owned Subsidiary or Indebtedness of
a Wholly-Owned Subsidiary owed to and held by the Company or a Wholly-Owned
Subsidiary; provided, however, that any subsequent issuance or transfer of any
Capital Stock which results in any such Wholly-Owned Subsidiary ceasing to be a
Wholly-Owned Subsidiary or any subsequent transfer of such Indebtedness (other
than to the Company or a Wholly-Owned Subsidiary) shall be deemed, in each case,
to constitute the Incurrence of such Indebtedness by the issuer thereof; (5)
Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to
paragraph (a) or pursuant to clause (2), (3) or this clause (5); (6)
Indebtedness in respect of performance bonds, bankers' acceptances, letters of
credit and surety or appeal bonds entered into by the Company or a Restricted
Subsidiary in the ordinary course of business (in each case other than an
obligation for borrowed money); (7) Hedging Obligations consisting of Interest
Rate Agreements and Currency Agreements entered into in the ordinary course of
business and not for the purpose of speculation; provided, however, that, in the
case of Currency Agreements and Interest Rate Agreements, such Currency
Agreements and Interest Rate Agreements do not increase the Indebtedness of the
Company outstanding at any time other than as a result of fluctuations in
foreign currency exchange rates or interest rates or by reason of fees,
indemnities and compensation payable thereunder; (8) Purchase Money Indebtedness
and Capital Lease Obligations Incurred to finance the acquisition or improvement
by the Company or a Restricted Subsidiary of any assets in the ordinary course
of business and which do not exceed $7.0 million in the aggregate at any time
outstanding; (9) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in
the ordinary course of business, provided that such Indebtedness is extinguished
within five business days of Incurrence; (10) Indebtedness Incurred after the
Issue Date representing interest paid-in-kind; or (11) Indebtedness in an
aggregate principal amount which, together with all other Indebtedness of the
Company and its Restricted Subsidiaries outstanding on the date of such
Incurrence (other than Indebtedness permitted by clauses (1) through (10) above
or paragraph (a)), does not exceed $10.0 million.
(c) Notwithstanding the foregoing, the Company shall not, and shall not
permit any Restricted Subsidiary to, Incur any Indebtedness pursuant to the
foregoing paragraph (b) if the proceeds thereof are used, directly or
indirectly, to Refinance (i) any Subordinated Obligations unless such
Indebtedness shall be subordinated to the Notes and the Subsidiary Guarantees,
as applicable, to at least the same extent as such Subordinated Obligations or
(ii) any Senior Subordinated Indebtedness unless such Indebtedness shall be
Senior Subordinated Indebtedness or shall be subordinated to the Notes and the
Subsidiary Guarantees, as applicable.
(d) For purposes of determining compliance with the foregoing covenant, (i)
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described above, the Company, in its sole discretion,
will classify such item of Indebtedness and only be required to include the
amount and type of such Indebtedness in one of the above clauses and (ii) an
item of Indebtedness may be divided and classified in more than one of the types
of Indebtedness described above.
Limitation on Layered Debt. Notwithstanding paragraphs (a) and (b) of the
covenant described under "-- Limitation on Incurrence of Indebtedness," the
Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any
Indebtedness if such Indebtedness is subordinate or junior in ranking in right
of payment to any Senior Indebtedness of the Company or such Subsidiary
Guarantor, as applicable, unless such Indebtedness is Senior Subordinated
Indebtedness or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness.
72
<PAGE> 74
Limitation on Restricted Payments. (a) The Company shall not, and shall not
permit any Restricted Subsidiary, directly or indirectly, to make a Restricted
Payment if at the time the Company or such Restricted Subsidiary makes such
Restricted Payment: (1) a Default shall have occurred and be continuing (or
would result therefrom); (2) the Company is not able to Incur an additional
$1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under
"-- Limitation on Incurrence of Indebtedness"; or (3) the aggregate amount of
such Restricted Payment together with all other Restricted Payments (the amount
of any payments made in property other than cash to be valued at the fair market
value of such property, as determined in good faith by the Board of Directors)
declared or made since the Issue Date would exceed the sum of: (A) 50% of the
Consolidated Net Income accrued during the period (treated as one accounting
period) from the Issue Date to the end of the most recent fiscal quarter prior
to the date of such Restricted Payment for which financial statements of the
Company are available (or, in case such Consolidated Net Income accrued during
such period (treated as one accounting period) shall be a deficit, minus 100% of
such deficit); (B) the aggregate Net Cash Proceeds received subsequent to the
Issue Date by the Company from the issuance or sale of (i) its Capital Stock
(other than Disqualified Stock or the issuance or sale of Capital Stock to a
Subsidiary of the Company) or (ii) the Capital Stock of a Restricted Subsidiary
pursuant to a Qualified TIPS Transaction (other than any issuance or sale to a
Subsidiary of the Company); (C) the amount by which Indebtedness of the Company
or its Restricted Subsidiaries is reduced on the Company's balance sheet upon
the conversion or exchange (other than by a Subsidiary of the Company)
subsequent to the Issue Date, of any Indebtedness of the Company or its
Restricted Subsidiaries convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair market value of any other property, distributed by the Company or any
Restricted Subsidiary upon such conversion or exchange); and (D) an amount equal
to the sum of the net reduction in Investments resulting from repayments of
loans or advances or other transfers of assets subsequent to the Issue Date, in
each case to the Company or any Restricted Subsidiary; provided, however, that
the foregoing amount shall not exceed the amount of Investments previously made
(and treated as a Restricted Payment) by the Company or any Restricted
Subsidiary in such Person.
(b) The provisions of the foregoing paragraph (a) shall not prohibit: (i)
any purchase or redemption of Capital Stock or Subordinated Obligations of the
Company or any Restricted Subsidiary made in exchange for, or out of the
proceeds of the substantially concurrent sale of, Capital Stock of the Company
(other than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company); provided, however, that (A) such purchase or
redemption shall be excluded from the calculation of the amount of Restricted
Payments and (B) the Net Cash Proceeds from such sale shall be excluded from the
calculation of amounts under clause (3)(B) of paragraph (a) above; (ii) any
purchase or redemption of (A) Subordinated Obligations of the Company made in
exchange for, or out of the proceeds of the substantially concurrent sale of,
Subordinated Obligations of the Company which is permitted to be Incurred
pursuant to paragraphs (b) and (c) of the covenant described under "--
Limitation on Incurrence of Indebtedness" or (B) Subordinated Obligations of a
Restricted Subsidiary made in exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of such Restricted
Subsidiary or the Company which is permitted to be Incurred pursuant to
paragraphs (b) and (c) of the covenant described under "-- Limitation on
Incurrence of Indebtedness"; provided, however, that such purchase or redemption
shall be excluded from the calculation of the amount of Restricted Payments;
(iii) dividends paid within 60 days after the date of declaration thereof if at
such date of declaration such dividend would have complied with this covenant;
provided, however, that at the time of payment of such dividend, no other
Default shall have occurred and be continuing (or would result therefrom);
provided, further, however, that such dividend shall be included in the
calculation of the amount of Restricted Payments; (iv) any purchase or
redemption or other retirement for value of Capital Stock of the Company
required pursuant to any shareholders agreement, management agreement or
employee stock option agreement in accordance with the provisions of any such
arrangement in an amount not to exceed $1.5 million in the aggregate; provided,
however, that at the time of such purchase or redemption, no other Default shall
have occurred and be continuing (or would result therefrom); provided, further,
however, that such purchase or redemption shall be included in the amount of
Restricted Payments; or (v) Guarantees by the Company or any Restricted
Subsidiary of Indebtedness Incurred by the Company or a Restricted Subsidiary,
provided, however, that at the time such Guarantee is Incurred it would be
permitted
73
<PAGE> 75
under the covenant described under "-- Limitation on Incurrence of Indebtedness"
provided, further, however, that such Guarantee shall be excluded from the
amount of Restricted Payments.
Limitation on Restrictions on Distributions from Restricted
Subsidiaries. The Company shall not, and shall 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 (a) to pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) to make any loans or advances to the
Company or (c) to transfer any of its property or assets to the Company, except:
(i) any encumbrance or restriction pursuant to an agreement in effect at or
entered into on the Issue Date; (ii) any encumbrance or restriction with respect
to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness
Incurred by such Restricted Subsidiary which was entered into on or prior to the
date on which such Restricted Subsidiary was acquired by the Company (other than
as consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company) and outstanding on such date; (iii)
any encumbrance or restriction pursuant to an agreement effecting a Refinancing
of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or
(ii) of this covenant (or effecting a Refinancing of such Refinancing
Indebtedness pursuant to this clause (iii)) or contained in any amendment to an
agreement referred to in clause (i) or (ii) of this covenant or this clause
(iii); provided, however, that the encumbrances and restrictions with respect to
such Restricted Subsidiary contained in any such refinancing agreement or
amendment are no more restrictive in any material respect than the encumbrances
and restrictions with respect to such Restricted Subsidiary contained in such
agreements; (iv) any such encumbrance or restriction consisting of customary
non-assignment provisions in leases governing leasehold interests to the extent
such provisions restrict the transfer of the lease or the property leased
thereunder; (v) in the case of clause (c) above, restrictions contained in
security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements or mortgages; (vi) any restriction with
respect to (x) a Restricted Subsidiary imposed pursuant to an agreement entered
into for the sale or disposition of all or substantially all the Capital Stock
or assets of such Restricted Subsidiary or (y) an asset of a Restricted
Subsidiary pursuant to an agreement entered into for the sale or disposition of
such asset, in each case pending the closing of such sale or disposition; (vii)
any restriction imposed by applicable law; and (viii) any encumbrance or
restriction with respect to a Foreign Restricted Subsidiary which is contained
in agreements evidencing Indebtedness permitted under the covenant described
under "-- Limitation on Incurrence of Indebtedness" and which encumbrance or
restriction is customary in agreements of such type.
Limitation on Sales of Assets and Subsidiary Stock. The Company shall not,
and shall not permit any Restricted Subsidiary to, consummate any Asset
Disposition unless (i) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the fair
market value (including as to the value of all non-cash consideration), as
determined in good faith by the Board of Directors, of the shares and assets
subject to such Asset Disposition and (ii) at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary is in the form of
cash or cash equivalents, provided, however, that this clause (ii) shall not
apply if the Company or a Restricted Subsidiary is disposing of assets in
exchange for Additional Assets. For the purposes of this covenant, the
assumption of Indebtedness of the Company or any Restricted Subsidiary and the
release of the Company or such Restricted Subsidiary from all liability on such
Indebtedness in connection with such Asset Disposition is deemed to be cash.
With respect to any Asset Disposition occurring on or after the Issue Date
from which the Company or any Restricted Subsidiary receives Net Available Cash,
the Company or such Restricted Subsidiary shall (i) within 365 days after the
date such Net Available Cash is received and to the extent the Company or such
Restricted Subsidiary elects (or is required by the terms of any Senior
Indebtedness) to (A) apply an amount equal to such Net Available Cash to prepay,
repay, purchase or legally defease Senior Indebtedness of the Company or such
Restricted Subsidiary, in each case owing to a Person other than the Company or
any Affiliate of the Company, or (B) invest an equal amount, or the amount not
so applied pursuant to clause (A), in Additional Assets (including by means of
an Investment in Additional Assets by a Subsidiary Guarantor
74
<PAGE> 76
with Net Available Cash received by the Company or another Subsidiary Guarantor)
and (ii) apply such excess Net Available Cash (to the extent not applied
pursuant to clause (i)) as provided in the following paragraphs of the covenant
described hereunder; provided, however, that in connection with any prepayment,
repayment or purchase of Senior Indebtedness pursuant to clause (A) above (other
than the repayment of Senior Indebtedness Incurred under a Bank Credit Agreement
to fund the purchase of an asset which is sold by the Company within 180 days of
its purchase pursuant to a Sale/Leaseback Transaction), the Company or such
Restricted Subsidiary shall retire such Senior Indebtedness and shall cause the
related loan commitment (if any) to be permanently reduced in an amount equal to
the principal amount so prepaid, repaid or purchased. The amount of Net
Available Cash required to be applied pursuant to clause (ii) above and not
theretofore so applied shall constitute "Excess Proceeds." Pending application
of Net Available Cash pursuant to this provision, such Net Available Cash shall
be invested in Temporary Cash Investments.
If at any time the aggregate amount of Excess Proceeds not theretofore
subject to an Excess Proceeds Offer (as defined below) totals at least $3
million, the Company shall, not later than 30 days after the end of the period
during which the Company is required to apply such Excess Proceeds pursuant to
clause (i) of the immediately preceding paragraph (or, if the Company so elects,
at any time within such period), make an offer (an "Excess Proceeds Offer") to
purchase from the holders of Notes and Other Qualified Notes (determined on a
pro rata basis according to the accreted value or aggregate principal amount, as
the case may be, of the Notes and the Other Qualified Notes) in an amount equal
to the Excess Proceeds (rounded down to the nearest multiple of $1,000) on such
date, at a purchase price equal to 100% of the principal amount of such Notes,
plus, in each case, accrued interest (if any) to the date of purchase (the
"Excess Proceeds Payment"). Upon completion of an Excess Proceeds Offer the
amount of Excess Proceeds remaining after application pursuant to such Excess
Proceeds Offer, (including payment of the purchase price for Notes duly
tendered) may be used by the Company for any corporate purpose (to the extent
not otherwise prohibited by the Indenture).
The Company shall comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations thereunder in the event that such Excess Proceeds are received by
the Company under the covenant described hereunder and the Company is required
to repurchase Notes as described above. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant
described hereunder, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under the covenant described hereunder by virtue thereof.
Limitation on Affiliate Transactions. (a) The Company shall not, and shall
not permit any Restricted Subsidiary to, enter into or permit to exist any
transaction or series of related transactions (including the purchase, sale,
lease or exchange of any property, employee compensation arrangements or the
rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless the terms thereof (1) are no less favorable to the Company
or such Restricted Subsidiary than those that could be obtained at the time of
such transaction in arm's-length dealings with a Person who is not such an
Affiliate, (2) if such Affiliate Transaction (or series of related Affiliate
Transactions) involves aggregate payments in an amount in excess of $1.0 million
(i) are set forth in writing and (ii) comply with clause (1), (3) if such
Affiliate Transaction (or series of related Affiliate Transactions) involves
aggregate payments in an amount in excess of $2.5 million in any one year, (i)
are set forth in writing, (ii) comply with clause (2) and (iii) have been
approved by a majority of the disinterested members of the Board of Directors,
and (4) if such Affiliate Transaction (or series of related Affiliate
Transactions) involves aggregate payments in an amount in excess of $10.0
million in any one year, (i) comply with clause (3) and (ii) have been
determined by a nationally recognized investment banking firm to be fair, from a
financial standpoint, to the Company and its Restricted Subsidiaries.
(b) The provisions of the foregoing paragraph (a) shall not prohibit (i)
any Restricted Payment permitted to be paid pursuant to the covenant described
under "-- Limitation on Restricted Payments," (ii) any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise, pursuant
to, or the funding of, employment arrangements, stock options and stock
ownership plans in the ordinary course of business and approved by the Board of
Directors, (iii) the grant of stock options or similar rights to employees and
directors of the Company in the ordinary course of business and pursuant to
plans approved by the Board of Directors, (iv) loans or advances to employees of
the Company or its Subsidiaries, provided, however, the
75
<PAGE> 77
aggregate amount of such loans or advances outstanding at any one time shall not
exceed $1.5 million, (v) fees, compensation or employee benefit arrangements
paid to and indemnity provided for the benefit of directors, officers or
employees of the Company or any Subsidiary in the ordinary course of business,
(vi) any Affiliate Transaction between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries in the ordinary course of business (so long
as the other stockholders of any participating Restricted Subsidiaries which are
not Wholly Owned Subsidiaries are not themselves Affiliates of the Company), or
(vii) Existing Affiliate Agreements, including amendments thereto or
replacements thereof entered into after the Issue Date, provided, however, that
the terms of any such amendment or replacement are at least as favorable to the
Company as those that could be obtained at the time of such amendment or
replacement in arm's-length dealings with a Person which is not an Affiliate. If
the Company or any Restricted Subsidiary has complied with all of the provisions
of the foregoing paragraph (a) other than clause (4)(ii) thereof, such paragraph
shall not prohibit the Company or any Restricted Subsidiary from entering into
Affiliate Transactions pursuant to which the Company or any Restricted
Subsidiary renders services in the ordinary course of business to CVC or
MascoTech or to Affiliates of CVC or MascoTech.
Limitation on the Issuance or Sale of Capital Stock of Restricted
Subsidiaries. The Company shall not (i) sell, pledge, hypothecate or otherwise
dispose of any shares of Capital Stock of a Restricted Subsidiary (other than
pledges of Capital Stock securing Senior Indebtedness) or (ii) permit any
Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise
dispose of any shares of its Capital Stock other than (A) to the Company or a
Restricted Subsidiary, (B) directors' qualifying shares and shares owned by
foreign shareholders, to the extent required by applicable local laws in foreign
countries, (C) pursuant to a Qualified TIPS Transaction or (D) if, immediately
after giving effect to such issuance or sale, such Restricted Subsidiary would
no longer constitute a Subsidiary. The proceeds of any sale of such Capital
Stock permitted hereby will be treated as Net Available Cash from an Asset
Disposition and must be applied in accordance with the terms of the covenant
described under "-- Limitation on Sales of Assets and Subsidiary Stock."
Limitation on Liens. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any
Lien (other than Permitted Liens) of any nature whatsoever on any property of
the Company or any Restricted Subsidiary (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
which secures Indebtedness that ranks pari passu with or is subordinated to the
Notes or the Subsidiary Guarantees unless (i) if such Lien secures Indebtedness
that ranks pari passu with the Notes and the Subsidiary Guarantees, the Notes
and the Subsidiary Guarantees are secured on an equal and ratable basis with the
obligation so secured until such time as such obligation is no longer secured by
a Lien or (ii) if such Lien secures Indebtedness that is subordinated to the
Notes and the Subsidiary Guarantees, such Lien shall be subordinated to a Lien
granted to the Holders on the same collateral as that securing such Lien to the
same extent as such subordinated Indebtedness is subordinated to the Note and
the Subsidiary Guarantees.
Designation of Restricted and Unrestricted Subsidiaries. The Board of
Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if (a) the
Subsidiary to be so designated (the "Designee") does not own any Capital Stock
or Indebtedness of, or own or hold any Lien on any property of, the Company or
any other Subsidiary (other than a direct or indirect Subsidiary of the
Designee, provided, however, that any such direct or indirect Subsidiary of the
Designee shall otherwise comply with clauses (a) through (f) of this covenant),
(b) the Subsidiary to be so designated is not obligated under any Indebtedness,
Lien or other obligation that, if in default, would result (with the passage of
time or notice or otherwise) in a default on any Indebtedness of the Company or
of any Subsidiary (other than the Designee or a Subsidiary of the Designee that
is an Unrestricted Subsidiary), (c) the Company certifies that such designation
complies with the covenant described under "Certain Covenants -- Limitation on
Restricted Payments," (d) 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 the Company and its Subsidiaries;
(e) such Subsidiary does not directly or indirectly, own any Indebtedness of or
Capital Stock in, and has no Investments in, the Company or any Restricted
Subsidiary; and (f) such Subsidiary is a Person with respect to which neither
the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (i) to subscribe for additional Capital Stock or (ii) to maintain or
preserve such Person's financial condition or to cause such Person to achieve
any specified levels
76
<PAGE> 78
of operating results. 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. For purposes of making any such designation, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary will be deemed to be Restricted Payments at
the time of such designation and will reduce the amount available for Restricted
Payments under clause (3) of the covenant described under "Certain Covenants --
Limitation on Restricted Payments." Such designation shall only be permitted if
such Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate (a)
certifying that such designation or redesignation complies with the foregoing
provisions and (b) giving the effective date of such designation or
redesignation, such filing with the Trustee to occur within 45 days after the
end of the fiscal quarter of the Company in which such designation or
redesignation is made (or, in the case of a designation or redesignation made
during the last fiscal quarter of the Company's fiscal year, within 90 days
after the end of such fiscal year). Unless designated as an Unrestricted
Subsidiary as herein provided, each Subsidiary of the Company shall be a
Restricted Subsidiary. Except as provided herein, no Restricted Subsidiary shall
be redesignated as an Unrestricted Subsidiary.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, if immediately after giving pro forma effect to such
designation (a) the Company could Incur $1.00 of additional Indebtedness under
paragraph (a) of the covenant described under "Certain Covenants -- Limitation
on Incurrence of Indebtedness" and (b) no Default shall have occurred and be
continuing or would result therefrom.
Merger and Consolidation. The Company shall not consolidate with or merge
with or into, or convey, transfer or lease, in one transaction or a series of
related transactions, all or substantially all its assets to, any Person,
unless: (i) the resulting, surviving or transferee Person (the "Successor
Company") shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) shall expressly assume, by an indenture
supplemental thereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Notes
and the Indenture; (ii) immediately after giving effect to such transaction on a
pro forma basis (and treating any Indebtedness which becomes an obligation of
the Successor Company or any Subsidiary as a result of such transaction as
having been Incurred by such Successor Company or such Subsidiary at the time of
such transaction), no Default shall have occurred and be continuing; (iii)
except in the case of a merger the sole purpose of which is to change the
Company's jurisdiction of incorporation, immediately after giving effect to such
transaction on a pro forma basis, the Successor Company would be able to Incur
an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant
described under "-- Limitation on Incurrence of Indebtedness"; (iv) immediately
after giving effect to such transaction on a pro forma basis, the Successor
Company shall have Consolidated Net Worth in an amount that is not less than the
Consolidated Net Worth of the Company immediately prior to such transaction; and
(v) the Company 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.
Notwithstanding the foregoing clauses (ii), (iii) and (iv), any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company or another Restricted Subsidiary.
The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under the Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Notes.
The Company shall not permit any Subsidiary Guarantor to consolidate with
or merge with or into, or convey, transfer or lease, in one transaction or a
series of transactions, all or substantially all its assets to, any
77
<PAGE> 79
Person (other than the Company or a Wholly-Owned Subsidiary), unless: (i) the
resulting, surviving or transferee Person (if not such Subsidiary) shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and the Successor Company
(if not such Subsidiary) shall expressly assume, by a Guarantee agreement, in
form satisfactory to the Trustee, all the obligations of such Subsidiary under
its Subsidiary Guarantee; (ii) immediately after giving effect to such
transaction on a pro forma basis (and treating any Indebtedness which becomes an
obligation of the resulting, surviving or transferee Person as a result of such
transaction as having been Incurred by such Person at the time of such
transaction), no Default shall have occurred and be continuing; and (iii) the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such Guarantee agreement comply with the Indenture. The provisions of clauses
(i) and (iii) above shall not apply to any transactions which constitute an
Asset Disposition if the Company has complied with the applicable provisions of
the covenant described under "-- Limitation on Sales of Assets and Subsidiary
Stock" above.
SEC Reports. Until such time as the Company shall become subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall provide the Trustee, the Initial Purchasers, the Noteholders and
prospective Noteholders (upon request) with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and other reports to be so provided at the
times specified for the filing of such information, documents and reports under
such Sections. Thereafter, notwithstanding that the Company may not be required
to remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC and provide the Trustee and
Noteholders and prospective Noteholders (upon request) such annual reports and
such information, documents and other reports as are specified in such Sections
and applicable to a U.S. corporation subject to such Sections, such information,
documents and other reports to be so filed and provided at the times specified
for the filing of such information, documents and reports under such Sections;
provided, however, that the Company shall not be required to file any report,
document or other information with the SEC if the SEC does not permit such
filing.
DEFAULTS
An Event of Default is defined in the Indenture as (i) a default in the
payment of interest on the Notes when due (whether or not such payment is
prohibited by the provisions described under "Subordination" above), continued
for 30 days, (ii) a default in the payment of principal of any Note when due at
its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise (whether or not such payment is prohibited by the
provisions described under "Subordination" above), (iii) the failure by the
Company, to comply for 60 days after notice with any of its obligations under
the covenants described under "-- Limitation on Incurrence of Indebtedness," "--
Limitation on Restricted Payments," "-- Limitation on Sales of Assets and
Subsidiary Stock" and "-- Merger and Consolidation," (iv) the failure by the
Company to comply for 60 days after notice with its other agreements contained
in the Indenture, (v) Indebtedness of the Company or any Restricted Subsidiary
is not paid within any applicable grace period after final maturity or is
accelerated by the holders thereof because of a default and the total amount of
such Indebtedness unpaid or accelerated exceeds $5.0 million (the
"cross-acceleration provision"), (vi) certain events of bankruptcy, insolvency
or reorganization of the Company or a Significant Subsidiary (the "bankruptcy
provisions"), (vii) any judgment or decree for the payment of money in excess of
$5 million is rendered against the Company or a Restricted Subsidiary, remains
outstanding following such judgment and is not discharged, waived or stayed
within 60 days after entry of such judgment or decree (the "judgment default
provision"), or (viii) a Subsidiary Guarantee ceases to be in full force and
effect (other than in accordance with the terms of such Subsidiary Guarantee) or
a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary
Guarantee and such default continues for 10 days. However, a default under
clause (iii) or (iv) will not constitute an Event of Default until the Trustee
or the Holders of 25% in principal amount of the outstanding Notes notify the
Company of the default and the Company does not cure such default within the
time specified in clauses (iii) and (iv) hereof after receipt of such notice.
78
<PAGE> 80
If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Notes may declare the
principal of and accrued but unpaid interest on all the Notes to be due and
payable. Upon such a declaration, such principal and interest shall be due and
payable immediately. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company occurs and is
continuing, the principal of and interest on all the Notes will ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders of the Notes. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Notes may rescind any such acceleration with respect to the Notes and its
consequences.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case 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 (i) such Holder has
previously given the Trustee notice that an Event of Default is continuing, (ii)
Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee to pursue the remedy, (iii) such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the
receipt thereof and the offer of security or indemnity and (v) the Holders of a
majority in principal amount of the outstanding Notes have not given the Trustee
a direction 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 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 a Default in the payment
of principal of or interest on any Note, the Trustee may withhold notice if and
so long as a committee of its trust officers determines that withholding notice
is not opposed to the interest of the Holders. In addition, the Company 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. The Company also is required to deliver
to the Trustee, within 30 days after the occurrence thereof, written notice of
any event which would constitute certain Defaults, their status and what action
the Company is taking 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 consents obtained in connection with a tender offer or
exchange for the Notes) and any past default or compliance with any provisions
may also be waived with the consent of the Holders of a majority in principal
amount of the Notes then outstanding. However, without the consent of each
Holder of an outstanding Note affected thereby, no amendment may, among other
things, (i) reduce the amount of Notes whose Holders must consent to an
amendment, (ii) reduce the rate of or extend the time for payment of interest on
any Note, (iii) reduce the principal of or change the Stated Maturity of any
Note, (iv) reduce the premium payable upon the redemption of any Note or change
the time at which any Note may be redeemed as described under "-- Optional
Redemption" above, (v) make any Note payable in money other than that stated in
the Note, (vi) impair the right of any Holder to institute suit for the
enforcement of any payment on or with respect to such Holder's Notes or any
Subsidiary Guarantee, (vii) make any change in the amendment provisions which
require each Holder's consent or in the waiver provisions or (viii) make any
change to the subordination provisions of the Indenture that would adversely
affect the Noteholders.
79
<PAGE> 81
Without the consent of any Holder, the Company and Trustee may amend the
Indenture to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation of the obligations of the Company
under the Indenture, to provide for uncertificated Notes in addition to or in
place of certificated Notes (provided that the uncertificated Notes are issued
in registered form for purposes of Section 163(f) of the Code, or in a manner
such that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code), to add Guarantees with respect to the Notes, to release Subsidiary
Guarantors when permitted by the Indenture, to secure the Notes, to add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power conferred upon the Company, to make any change that does not
adversely affect the rights of any Holder or to comply with any requirement of
the SEC in connection with the qualification of the Indenture under the Trust
Indenture Act. However, no amendment may be made to the subordination provisions
of the Indenture that adversely affects the rights of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
their Representative) consents to such change.
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, the Company is
required to mail to Holders a notice briefly describing such amendment. However,
the failure to give such notice to all Holders, or any defect therein, will not
impair or affect the validity of the amendment.
TRANSFER
Certificated Notes will be issued in registered form and will be
transferable only upon the surrender of the Notes being transferred for
registration of transfer. The Company may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge payable in connection
with certain transfers and exchanges.
DEFEASANCE
The Company at any time may terminate all its obligations under the Notes
and the Indenture ("legal defeasance"), except for certain obligations,
including those respecting 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. The Company at any time may terminate its obligations under "-- Change of
Control" and under the covenants described under "-- Certain Covenants" (other
than the covenant described under "-- Merger and Consolidation"), the operation
of the cross-acceleration provision, the bankruptcy provisions with respect to
Significant Subsidiaries and the judgment default provision described under
"-- Defaults" above and the limitations contained in clauses (iii) and (iv)
under "Certain Covenants -- Merger and Consolidation" above ("covenant
defeasance").
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, payment of the Notes may not be accelerated because of
an Event of Default with respect thereto. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an
Event of Default specified in clause (iii), (iv), (v), (vi) (with respect only
to Significant Subsidiaries) or (vii) under "-- Defaults" above or because of
the failure of the Company to comply with clause (iii) or (iv) under "Certain
Covenants -- Merger and Consolidation" above. If the Company exercises its legal
defeasance option or its covenant defeasance option, each Subsidiary Guarantor
will be released from all of its obligations with respect to its Subsidiary
Guarantee.
In order to exercise either defeasance option, the Company must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal 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 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
80
<PAGE> 82
same times as would have been the case if such deposit and defeasance had not
occurred (and, 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).
CONCERNING THE TRUSTEE
IBJ Schroder Bank & Trust Company is the Trustee under the Indenture and
has been appointed by the Company as Registrar and Paying Agent with regard to
the Notes.
The Holders of a majority in principal amount of the outstanding Notes will
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee, subject to certain
exceptions. The Indenture provides that if an Event of Default occurs (and is
not cured), the Trustee will be required, in the exercise of its power, to use
the degree of care of a prudent man in the conduct of his own affairs. Subject
to such provisions, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request of any Holder of Notes,
unless such Holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of the Indenture.
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 without giving
effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby.
CERTAIN DEFINITIONS
"Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business, including improvements to
existing assets, used by the Company or a Restricted Subsidiary in a Related
Business; (ii) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary; provided, however, that any such Restricted
Subsidiary is primarily engaged in a Related Business; (iii) Capital Stock
constituting an additional equity interest in any Person that at such time is a
Restricted Subsidiary that is not a Wholly-Owned Subsidiary; or (iv) the costs
of improving or developing any property owned by the Company or a Restricted
Subsidiary that is used in a Related Business.
"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. 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. For
purposes of the provisions described under "Certain Covenants -- Limitation on
Restricted Payments," "Certain Covenants -- Limitation on Affiliate
Transactions" and "Certain Covenants -- Limitations on Sales of Assets and
Subsidiary Stock" only, "Affiliate" shall also mean any beneficial owner of
Capital Stock representing 10% or more of the total voting power of the Voting
Stock (on a fully diluted basis) of the Company or of rights or warrants to
purchase such Capital Stock (whether or not currently exercisable) and any
Person who would be an Affiliate of any such beneficial owner pursuant to the
first sentence hereof.
"Asset Disposition" means any sale, lease, transfer, Sale/Leaseback
Transaction or other disposition (or series of related sales, leases, transfers
or dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of (i) any
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares and shares owned by foreign shareholders to the extent
required by applicable local laws in foreign countries), (ii) all or
substantially all the assets of any division, business segment or comparable
line of business of the Company or any Restricted Subsidiary or (iii) any other
assets of the Company or any Restricted Subsidiary outside of the ordinary
course of business of the Company or such Restricted Subsidiary. Notwithstanding
the foregoing, the term "Asset Disposition" shall not include
81
<PAGE> 83
(x) a disposition by a Restricted Subsidiary to the Company or by the Company or
a Restricted Subsidiary to a Subsidiary Guarantor, (y) for purposes of the
covenant described under "Certain Covenants -- Limitation on Sales of Assets and
Subsidiary Stock", a disposition that constitutes a Permitted Investment or a
Restricted Payment permitted by the covenant described under "Certain Covenants
- -- Limitation on Restricted Payments", and (z) a disposition of assets having a
fair market value of less than $1,000,000.
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
borne by the Notes, compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).
"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) 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 (ii) the sum of all such payments.
"Bank Credit Agreements" means the Senior Credit Facility and any other
bank credit agreement or similar facility now existing or entered into in the
future by the Company or any Restricted Subsidiary, as any of the same may be
amended, waived, modified, Refinanced or replaced from time to time (except to
the extent that any such amendment, waiver, modification, replacement or
Refinancing would be prohibited by the terms of the Indenture).
"Bank Indebtedness" means any and all present and future amounts payable
under or in respect of the Bank Credit Agreements, including principal, premium
(if any), interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization, whether or not a claim for
post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other indebtedness and other
Obligations and liabilities payable thereunder or in respect thereof.
"Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board of Directors.
"Business Day" means each day which is not a Legal Holiday.
"Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.
"Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.
"Change of Control" means the occurrence of any of the following events:
(i) prior to the first public offering of Voting Stock of the Company,
the Permitted Investors cease to be entitled (by "beneficial ownership" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of Voting Stock,
contract or otherwise) to elect or cause the election of directors having,
a majority in the aggregate of the total voting power of the Board of
Directors, whether as a result of issuance of securities of the Company,
any merger, consolidation, liquidation or dissolution of the Company, any
direct or indirect transfer of securities by the Permitted Investors or
otherwise (for purposes of this clause (i) and clause (ii) below, the
Permitted Investors shall be deemed to beneficially own any Voting Stock of
any entity (the "specified entity") held by any other entity (the "parent
entity") so long as the Permitted Investors beneficially own (as so
defined), directly or indirectly, in the aggregate a majority of the voting
power of the Voting Stock of such parent entity);
82
<PAGE> 84
(ii) after the first public offering of Voting Stock of the Company,
any "person" (as such term is 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 clause (i) above, except that for purposes
of this clause (ii) such person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire,
directly or indirectly), of more than 35% of the total voting power of the
Voting Stock of the Company and either (x) the Permitted Holders
beneficially own (as defined in clause (i) above), directly or indirectly,
in the aggregate a lesser percentage of the total voting power of the
Voting Stock of the Company than such other person and do not have the
right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors or (y) such
other person is entitled to elect directors having a majority of the total
voting power of the Board of Directors; or
(iii) after the first public offering of Voting Stock of the Company,
during any period of not greater than two consecutive years beginning after
the Issue Date, individuals who at the beginning of such period constituted
the Board of Directors (together with any new directors whose election by
such Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors at
the beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority
of the Board of Directors then in office.
"Code" means the Internal Revenue Code of 1986, as amended.
"Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters ending at least 45 days (or, if less, the
number of days after the end of such fiscal quarter as the consolidated
financial statements of the Company shall be available) prior to the date of
such determination to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided, however, that (1) if the Company or any Restricted
Subsidiary 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, or both, EBITDA and Consolidated Interest Expense for such
period shall 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 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 (except that, in the case
of Indebtedness used to finance working capital needs incurred under a revolving
credit or similar arrangement, the amount thereof shall be deemed to be the
average daily balance of such Indebtedness during such four-fiscal-quarter
period), (2) if since the beginning of such period the Company or any Restricted
Subsidiary shall have made any Asset Disposition, the EBITDA for such period
shall be reduced by an amount equal to the 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 EBITDA (if negative)
directly attributable thereto for such period, and Consolidated Interest Expense
for such period shall be reduced by an amount equal to the Consolidated Interest
Expense directly attributable to any Indebtedness of the Company or any
Restricted Subsidiary repaid, repurchased, defeased, assumed by a third person
(to the extent the Company and its Restricted Subsidiaries are no longer liable
for such Indebtedness) or otherwise discharged with respect to the Company and
its 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 the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale), (3) if since the beginning of such period the Company shall
have consummated a Public Equity Offering following which there is a Public
Market, Consolidated Interest Expense for such period shall be reduced by an
amount equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its Restricted
Subsidiaries in connection with such Public Equity Offering for such period, (4)
if since the beginning of such period the Company or any Restricted Subsidiary
(by merger or otherwise) shall have made an Investment in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary) or an
acquisition of assets,
83
<PAGE> 85
which acquisition constitutes all or substantially all of an operating unit of a
business, including any such Investment or acquisition occurring in connection
with a transaction requiring a calculation to be made hereunder, EBITDA and
Consolidated Interest Expense for such period shall 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 (5)
if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (3) or (4) above if made by the Company or a
Restricted Subsidiary during such period, EBITDA and Consolidated Interest
Expense for such period shall be calculated after giving pro forma effect
thereto as if such Asset Disposition, Investment or acquisition occurred on the
first day of such period. For purposes of this definition, whenever pro forma
effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer of the Company in accordance with Article 11 of Regulation
S-X. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall 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).
"Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries, (i) interest expense
attributable to Capital Lease Obligations, (ii) amortization of debt discount,
(iii) capitalized interest, (iv) non-cash interest expenses, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (vi) net costs associated with Hedging
Obligations (including amortization of fees), and (vii) interest actually paid
on any Indebtedness of any other Person that is Guaranteed by the Company or any
Restricted Subsidiary.
"Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income: (i) any net income (or loss) of
any Person if such Person is not a Restricted Subsidiary, except that subject to
the exclusion contained in clause (iv) below, the Company's equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (iii) below); (ii) for purposes of subclause (a)(3)(A) of the covenant
described under "Certain Covenants -- Limitation on Restricted Payments" only,
any net income (or loss) of any Person acquired by the Company or a Subsidiary
in a pooling of interests transaction for any period prior to the date of such
acquisition; (iii) any net income of any Restricted Subsidiary if such
Restricted 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 the Company, except that (A) subject to
the exclusion contained in clause (iv) below, the Company's equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash that could have
been distributed by such Restricted Subsidiary consistent with such restriction
during such period to the Company or another Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend or other distribution
paid to another Restricted Subsidiary, to the limitation contained in this
clause) and (B) the Company's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income; (iv) any gain (or loss) realized upon the sale or other disposition
of any assets of the Company or its consolidated Subsidiaries (including
pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise
disposed of in the ordinary course of business and any gain (or loss) realized
upon the sale or other disposition of any Capital Stock of any Person; (v)
extraordinary gains or losses; and (vi) the cumulative effect of a change in
accounting principles. Notwithstanding the foregoing, for the purposes of the
covenant described under "Certain Covenants -- Limitation on Restricted
84
<PAGE> 86
Payments" only, there shall be excluded from Consolidated Net Income any
dividends, repayments of loans or advances or other transfers of assets from
Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the
extent such dividends, repayments or transfers increase the amount of Restricted
Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.
"Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending at least 45 days prior to the taking of any
action for the purpose of which the determination is being made, as (i) the par
or stated value of all outstanding Capital Stock of the Company plus (ii)
paid-in capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or earned surplus less (A) any accumulated deficit and (B) any
amounts attributable to Disqualified Stock.
"Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party or a beneficiary.
"CVC" means Citicorp Venture Capital, Ltd., a New York corporation.
"CVC Investor" means (i) CVC or any direct or indirect Wholly-Owned
Subsidiary of CVC, (ii) Citicorp, N.A. and (iii) any officer, employee or
director of CVC so long as such person shall be an employee, officer or director
of CVC or any direct or indirect Wholly-Owned Subsidiary of CVC.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Designated Senior Indebtedness" means (i) the Bank Indebtedness and (ii)
any other Senior Indebtedness of the Company which, at the date of
determination, has an aggregate principal amount outstanding of, or under which,
at the date of determination, the holders thereof are committed to lend up to,
at least $10 million and is specifically designated by the Company in the
instrument evidencing or governing such Senior Indebtedness as "Designated
Senior Indebtedness" for purposes of the Indenture.
"Disqualified Stock" means, with respect to any Person, any Capital Stock
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 (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable, at the option of the holder thereof, for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part, in each case on or prior to the eleven
month anniversary of the Stated Maturity of the Notes. Disqualified Stock shall
not include any Capital Stock that is not otherwise Disqualified Stock if by its
terms the holders have the right to require the issuer to repurchase such stock
(or such stock is mandatorily redeemable) upon a Change of Control (or upon an
event substantially similar to a Change of Control).
"Domestic Restricted Subsidiary" means any Restricted Subsidiary of the
Company other than a Foreign Restricted Subsidiary.
"EBITDA" for any period means the sum of Consolidated Net Income plus,
without duplication, the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Expense, (ii) income tax
expense (including Michigan Single Business Tax expense), (iii) depreciation
expense, (iv) amortization expense and (v) all other non-cash items reducing
Consolidated Net Income (other than items that will require cash payments and
for which an accrual or reserve is, or is required by GAAP to be, made, other
than accruals for post-retirement benefits other than pensions), less all
non-cash items increasing Consolidated Net Income, in each case for such period.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization of, a Subsidiary of the
Company shall be added to Consolidated Net Income to compute EBITDA only to the
extent (and in the same proportion) that the net income of such Subsidiary was
included in calculating Consolidated Net Income.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
85
<PAGE> 87
"Existing Affiliate Agreements" means the Stockholders' Agreement, the MSXI
Registration Rights Agreement and any other existing agreement with MascoTech or
any of its Affiliates described on Schedule I to the Indenture.
"Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
Company which is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.
"GAAP" means generally accepted accounting principles in the United States
of America as then in effect, including those set forth in (i) the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board and (iii) such other statements by such
other entity as approved by a significant segment of the accounting profession.
"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness or
other obligation 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" shall not include (x) endorsements for collection or deposit in the
ordinary course of business or (y) guarantees among Restricted Subsidiaries or
guarantees by the Company of Restricted Subsidiaries; provided that the
Indebtedness being guaranteed is permitted to be Incurred. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.
"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.
"Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.
"Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness of a Person existing at the time
such Person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; provided, further, however, that in the case of a discount
security, neither the accrual of interest nor the accretion of original issue
discount shall be considered an Incurrence of Indebtedness, but the entire face
amount of such security shall be deemed Incurred upon the issuance of such
security. The term "Incurrence" when used as a noun shall have a correlative
meaning.
"Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of (A) indebtedness of such Person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) all Capital
Lease Obligations of such Person and all Attributable Debt in respect of
Sale/Leaseback Transactions entered into by such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person, all obligations of such Person
under any title retention agreement, and any obligation to pay rent or other
payment amounts of such Person with respect to any Sale/Leaseback Transaction
(but excluding trade accounts payable arising in the ordinary course of
business), which purchase price or obligation is due more than six months after
the date of placing such property in service or taking delivery and title
thereto or the completion of such services (provided that, in the case of
obligations of an acquired Person assumed in connection with an acquisition of
such Person, such obligations would constitute Indebtedness of such Person);
(iv) all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the tenth Business Day following receipt by such Person
86
<PAGE> 88
of a demand for reimbursement following payment on the letter of credit); (v)
the amount 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 of such Person, any Preferred Stock (but excluding, in each case, any
accrued dividends); (vi) all obligations of the type referred to in clauses (i)
through (v) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee; (vii) all obligations of the type referred to in clauses (i) through
(vi) of other Persons secured by any Lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), the amount of
such obligation being deemed to be the lesser of the value of such property or
assets or the amount of the obligation so secured; and (viii) to the extent not
otherwise included in this definition, Hedging Obligations of such Person. The
amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations as described above at such date;
provided, however, that the amount outstanding at any time of any Indebtedness
issued with original issue discount shall be deemed to be the face amount of
such Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with
GAAP.
"Interest Rate Agreement" means any interest rate swap agreement, interest
rate cap agreement or other financial agreement or arrangement designed to
protect the Company or any Restricted Subsidiary against fluctuations in
interest rates.
"Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person) or other
extensions of credit (including by way of Guarantee or similar arrangement) 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. For purposes of the definition of
"Unrestricted Subsidiary," the definition of "Restricted Payment" and the
covenant described under "Certain Covenants -- Limitation on Restricted
Payments," (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (x) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time of such
redesignation; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall 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.
"Issue Date" means the date on which the Notes are originally issued.
"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.
"Lien" means any mortgage, pledge, 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 each of the officers, employees and directors
of the Company who own Voting Stock of the Company on the Issue Date, in each
case so long as such person shall remain an officer, employee or director of the
Company.
"MascoTech" means MascoTech, Inc., a Delaware corporation, and its
successors.
"Net Available Cash" from an Asset Disposition means cash payments received
by the Company or any of its Subsidiaries therefrom (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
87
<PAGE> 89
obligations relating to such properties or assets or received in any other
noncash form) in each case net of (i) all legal, 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 GAAP, as a consequence of such Asset Disposition, (ii) 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 or other
security agreement of any kind with respect to 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,
(iii) 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 (iv) the deduction of appropriate amounts provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with
the property or other assets disposed in such Asset Disposition and retained by
the Company or any Restricted Subsidiary after such Asset Disposition, including
without limitation liabilities under any indemnification obligations associated
with such Asset Disposition.
"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, discounts or
commissions and brokerage, consultant and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.
"Obligations" means all present and future obligations for principal,
premium, interest (including, without limitation, 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), penalties, fees, indemnifications,
reimbursements (including, without limitation, all reimbursement and other
obligation pursuant to any letters of credit, bankers acceptances or similar
instruments or documents), damages and other liabilities payable under the
documentation at any time governing any indebtedness.
"Officer" means the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President of the Company.
"Officers' Certificate" means a certificate signed by two Officers of the
Company, at least one of whom shall be the principal financial officer of the
Company, and delivered to the Trustee.
"Other Qualified Notes" means any outstanding Senior Subordinated
Indebtedness of the Company issued pursuant to an indenture having a provision
substantially similar to the provision relating to Asset Dispositions contained
in the covenant described under "Certain Covenants -- Limitation on Sales of
Assets and Subsidiary Stock."
"Permitted Holders" means the CVC Investors, MascoTech, the Management
Investors and their respective Permitted Transferees; provided, however, that
any Management Investor and any CVC Investor and any Permitted Transferee of a
Management Investor or CVC Investor (other than CVC or Citicorp, N.A. or any
direct or indirect Subsidiary of CVC or Citicorp, N.A. or any other Person
controlled by CVC or Citicorp, N.A.) shall not be a "Permitted Holder" if such
Person is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of Voting Stock that represents at least
30% of the aggregate voting power of all classes of the Voting Stock of the
Company, voting together as a single class (without giving effect to the
attribution of beneficial ownership as a result of any stockholders' agreement
as in effect on the Issue Date, and any amendment to such agreement that does
not materially change the allocation of voting power provided in such
agreement).
"Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in (i) the Company; (ii) a Restricted Subsidiary or a Person that
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; (iii) 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, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;
(iv) Temporary Cash Investments; (v) receivables owing to the Company or any
Restricted Subsidiary if 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 the
Company or any
88
<PAGE> 90
such Restricted Subsidiary deems reasonable under the circumstances; (vi)
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; (vii) loans or
advances to employees of the Company or a Restricted Subsidiary in an aggregate
amount not to exceed $1.5 million; (viii) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and
owing to the Company or any Restricted Subsidiary or in satisfaction of
judgments; (ix) Persons other than Restricted Subsidiaries that are primarily
engaged in a Related Business or property or assets to be used primarily in a
Related Business, in an aggregate amount not to exceed $20.0 million (to the
extent utilized for an Investment, such amount will be reinstated to the extent
that the Company or any Restricted Subsidiary receives dividends, repayments of
loans or other transfers of assets as a return of such Investment); provided,
however, that at the time of any Investment pursuant to this clause (ix), the
Company and its Restricted Subsidiaries would be able to Incur an additional
$1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under
"-- Limitation on Incurrence of Indebtedness"; and (x) any Person to the extent
such Investment represents the non-cash portion of the consideration received
for an Asset Disposition as permitted pursuant to the covenant described under
"Certain Covenants -- Limitation on Sales of Assets and Subsidiary Stock."
"Permitted Investors" means (i) MascoTech and its Permitted Transferees,
(ii) the CVC Investors and (iii) the Management Investors and their Permitted
Transferees; provided that the Management Investors and their Permitted
Transferees do not in the aggregate beneficially own more than 30% of the
aggregate voting power of the Voting Stock of the Company (without giving effect
to any attribution of beneficial ownership which may result from the
Stockholders' Agreement and any amendment to such agreement that does not
materially change the allocation of voting power provisions in such agreement).
"Permitted Lien" means (a) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary; provided that such Liens were not created in anticipation
of such Person being so merged or consolidated; and (b) Liens to secure any
Refinancing Indebtedness; provided such liens cover only such property which are
the subject of a lien securing the Indebtedness being Refinanced.
"Permitted Transferee" means, (a) with respect to any CVC Investor who is
an employee, officer or director of CVC or any Wholly Owned Subsidiary of CVC,
any spouse or lineal descendant (including by adoption) of such CVC Investor so
long as such CVC Investor shall be an employee, officer or director of CVC; (b)
with respect to MascoTech, any direct or indirect Subsidiary or any other Person
controlled by MascoTech; and (c) with respect to any Management Investor, any
spouse or lineal descendant (including by adoption) of such Management Investor
so long as such Management Investor shall be an employee, officer or director of
the Company.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.
"Preferred Stock," as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.
"principal" of a Note means the principal of the Note plus the premium, if
any, payable on the Note which is due or overdue or is to become due at the
relevant time.
"Public Equity Offering" means an underwritten primary public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act.
"Public Market" means any time after (i) a Public Equity Offering has been
consummated and (ii) at least 10% of the total issued and outstanding common
stock of the Company has been distributed by means of an effective registration
statement under the Securities Act or sales pursuant to Rule 144 under the
Securities Act.
89
<PAGE> 91
"Purchase Money Indebtedness" mean Indebtedness (i) consisting of the
deferred purchase price of property, conditional sale obligations, obligations
under any title retention agreement, other purchase money obligations and
obligations in respect of industrial revenue bonds or similar Indebtedness, in
each case where the maturity of such Indebtedness does not exceed the
anticipated useful life of the asset being financed, and (ii) Incurred to
finance the acquisition by the Company or a Restricted Subsidiary of such asset,
including additions and improvements; provided, however, that any Lien arising
in connection with any such Indebtedness shall be limited to the specified asset
being financed or, in the case of real property or fixtures, including additions
and improvements, the real property on which such asset is attached; and
provided, further, however, that such Indebtedness is Incurred within 180 days
after such acquisition of such asset by the Company or Restricted Subsidiary.
"Qualified Finance Subsidiary" means a Subsidiary of the Company
constituting a "finance subsidiary" within the meaning of Rule 3a-5 under the
Investment Company Act of 1940, as amended (the "1940 Act"), or an issuer of
asset-backed securities within the meaning of Rule 3a-7 of the 1940 Act or any
other vehicle under a similar exemption, formed for the purpose of engaging in a
Qualified TIPS Transaction and having no assets other than those necessary to
consummate the Qualified TIPS Transaction.
"Qualified TIPS Transaction" means an issuance by a Qualified Finance
Subsidiary of preferred trust securities or similar securities in respect of
which any dividends, liquidation preference or other obligations under such
securities are Guaranteed by the Company to the extent required by the 1940 Act,
as amended, or customary for transactions of such type.
"Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.
"Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture; provided, however, that (i)
such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; provided further,
however, that Refinancing Indebtedness shall not include Indebtedness of the
Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.
"Related Business" means any business related, ancillary or complementary
(as determined in good faith by the Board of Directors) to the businesses of the
Company and the Restricted Subsidiaries on the Issue Date.
"Representative" means any trustee, agent or representative (if any) for an
issue of Senior Indebtedness of the Company.
"Restricted Payment" means, with respect to any Person, (i) the declaration
or payment of any dividends or any other distributions on or in respect of its
Capital Stock (including any such payment in connection with any merger or
consolidation involving such Person) or similar payment to the holders of its
Capital Stock, except dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock) and except dividends or distributions
payable solely to the Company or a Restricted Subsidiary (and, if such
Restricted Subsidiary is not wholly owned, to its other shareholders on a pro
rata basis or on a basis that results in the receipt by the Company or a
Restricted Subsidiary of dividends or distributions of greater value than it
would receive on a pro rata basis), (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock of the Company held by
any Person or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of the Company (other than a Restricted Subsidiary), including the
exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock), (iii) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund
payment of any Subordinated Obligations
90
<PAGE> 92
(other than the purchase, repurchase or other acquisition of Subordinated
Obligations purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the
date of acquisition) or (iv) the making of any Investment in any Person (other
than a Permitted Investment).
"Restricted Subsidiary" means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.
"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person and such lease is reflected on such Person's balance
sheet as a Capital Lease Obligation.
"SEC" means the Securities and Exchange Commission.
"Secured Indebtedness" means any Indebtedness of the Company secured by a
Lien. "Secured Indebtedness" of any Subsidiary Guarantor has a correlative
meaning.
"Senior Credit Facility" means the Credit Agreement dated as of January 22,
1998, in effect on the Issue Date, by and among the Company, as borrower and
guarantor, and certain subsidiaries, as borrowing subsidiaries, the Lenders
referred to therein and NBD Bank, as agent, as the same may be amended,
extended, renewed, restated, supplemented or otherwise modified (in each case,
in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement governing
Indebtedness Incurred to refund, replace or refinance any borrowings and
commitments then outstanding or permitted to be outstanding under such Senior
Credit Facility or any such prior agreement as the same may be amended,
extended, renewed, restated, supplemented or otherwise modified (in each case,
in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions). The term "Senior Credit Facility" shall include
all related or ancillary documents executed at any time, including, without
limitation, any instruments, guarantee agreements and security documents.
"Senior Indebtedness" of the Company means (i) Indebtedness of the Company
and all Bank Indebtedness, whether outstanding on the Issue Date or thereafter
Incurred and (ii) accrued and unpaid interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company whether or not a claim for post-filing interest is allowed in such
proceeding) in respect of (A) indebtedness of the Company for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which the Company is responsible or liable
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligations are subordinate in
right of payment to the Notes; provided, however, that Senior Indebtedness shall
not include (1) any obligation of the Company to any Subsidiary, (2) any
liability for Federal, state, local or other taxes owed or owing by the Company,
(3) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities), (4) any Indebtedness of the Company (and any
accrued and unpaid interest in respect thereof) which is subordinate or junior
in any respect (other than as a result of the Indebtedness being unsecured) to
any other Indebtedness or other obligation of the Company, including any Senior
Subordinated Indebtedness and any Subordinated Obligations, (5) any obligations
with respect to any Capital Stock or (6) that portion of any Indebtedness which
at the time of Incurrence is Incurred in violation of the Indenture. "Senior
Indebtedness" of any Subsidiary Guarantor has a correlative meaning.
"Senior Subordinated Indebtedness" of the Company means the Notes and any
other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari passu with the Notes in right of payment and is not
subordinated by its terms in right of payment to any Indebtedness or other
obligation of the Company which is not Senior Indebtedness. "Senior Subordinated
Indebtedness" of any Subsidiary Guarantor has a correlative meaning.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.
"Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).
91
<PAGE> 93
"Stockholders' Agreement" means the stockholders' agreement dated January
3, 1997 by and between the Company, MascoTech, CVC, and certain executive
officers and directors of the Company, as amended from time to time.
"Subordinated Obligation" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Notes pursuant to a written agreement to that
effect. "Subordinated Obligation" of any Subsidiary Guarantor has a correlative
meaning.
"Subsidiary" means, in respect of any Person, any corporation, association,
partnership, business trust or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests (including
partnership interests or trust 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
(i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.
"Subsidiary Guarantee" means the Guarantee by a Subsidiary Guarantor of the
Company's obligations with respect to the Notes.
"Subsidiary Guarantor" means each Subsidiary designated as such on the
signature pages of the Indenture and any other Subsidiary that has issued a
Subsidiary Guarantee.
"Temporary Cash Investments" means any of the following: (i) any investment
in direct obligations of the United States of America or any agency thereof or
obligations Guaranteed by the United States of America or any agency thereof,
(ii) investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $250,000,000 (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by an registered broker dealer or mutual fund
distributor, (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above, (iv)
investments in commercial paper, maturing not more than 90 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America, any
State thereof or the District of Columbia or any foreign country recognized by
the United States of America with a rating at the time as of which any
investment therein is made of "P-1" (or higher) according to Moody's Investors
Service, Inc. or "A-1" (or higher) according to Standard and Poor's Ratings
Group, and (v) investments in securities with maturities of six months or less
from the date of acquisition issued or fully Guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by Standard &
Poor's Ratings Group or "A" by Moody's Investors Service, Inc.
"Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided above under "Certain
Covenants -- Designation of Restricted and Unrestricted Subsidiaries" and (ii)
any Subsidiary of an Unrestricted Subsidiary.
"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.
"Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.
92
<PAGE> 94
"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) is owned by the Company
and/or one or more Wholly Owned Subsidiaries.
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
Holders of Exchange Notes are not entitled to any registration rights with
respect to the Exchange Notes. Holders of Old Notes are entitled to certain
registration rights pursuant to the Registration Agreement. Pursuant to the
Registration Agreement, the Company has agreed to file with the SEC and have
declared effective within 180 days after the Issue Date a registration statement
(the "Exchange Offer Registration Statement") under the Securities Act with
respect to the Exchange Offer. The Company also agreed that, after the
effectiveness of the Exchange Offer Registration Statement, it would, subject to
certain conditions, offer to the Holders of Old Notes who are able to make
certain representations the opportunity to exchange their Old Notes for Exchange
Notes. In the event that applicable interpretations of the staff of the SEC do
not permit the Company to effect the Exchange Offer ("SEC Blockage") or do not
permit any Holder of Old Notes, subject to certain limitations, to participate
in such Exchange Offer, the Company has agreed to file with the SEC a shelf
registration statement (the "Shelf Registration Statement") to cover resales of
the applicable Old Notes. The Registration Statement of which this Prospectus is
a part constitutes the Exchange Offer Registration Statement.
The Registration Agreement provides that the Company will use its
reasonable best efforts to have the Exchange Offer Registration Statement
declared effective by the SEC within 180 days after the Issue Date. If the
Exchange Offer has not been consummated within 210 days after the Issue Date
(unless there exists a SEC Blockage) (such event, a "Registration Default"),
during the first 90-day period immediately following the occurrence of such
Registration Default interest will accrue on the Notes at a rate of 0.25% per
annum and shall increase by 0.25% per annum at the end of each subsequent 90-day
period until the Exchange Offer is consummated, but in no event shall such
interest exceed 1.0% per annum.
Holders of Old Notes will be required to make certain representations to
the Company (as described in the Registration Agreement) in order to participate
in the Exchange Offer and will be required to deliver information to be used in
connection with the Shelf Registration Statement and to provide comments on the
Shelf Registration Statement within the time periods set forth in the
Registration Agreement in order to have their Old Notes included in the Shelf
Registration Statement and benefit from the provisions regarding liquidated
damages set forth in the preceding sentence. In addition, for so long as the
Notes are outstanding, the Company will continue to provide to Holders of Notes
and to prospective purchasers of the Notes the information required by Rule
144A(d)(4). The Company will provide a copy of the Registration Agreement to
prospective investors upon request.
93
<PAGE> 95
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the material United States federal income
tax consequences of the ownership and disposition of the Notes by U.S. Holders
(as defined below) who acquired such securities in the Offering (the "Initial
U.S. Holders"). This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, changes to any of
which subsequent to the date of this Prospectus may affect the tax consequences
described herein. This summary discusses only Notes held as capital assets
within the meaning of Section 1221 of the Code. It does not discuss all of the
tax consequences that may be relevant to a holder in light of his particular
circumstances or to holders subject to special rules, such as persons who are
not U.S. Holders (as defined below) or Initial U.S. Holders, certain financial
institutions, insurance companies, dealers in securities and holders who hold
the Notes as part of a straddle, hedging, conversion or other integrated
transaction. Holders of Notes should consult their tax advisors with regard to
the application of the United States federal income tax laws to their particular
situations as well as any tax consequences arising under the laws of any state,
local or foreign taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that, for United States federal income tax purposes, is (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or of any
political subdivision thereof, or (iii) an estate or trust the income of which
is subject to United States federal income taxation regardless of its source.
The term also includes certain former citizens or residents of the United
States.
PAYMENTS OF INTEREST
Interest paid on a Note will generally be taxable as ordinary income at the
time it accrues or is received in accordance with the U.S. Holder's method of
accounting for federal income tax purposes.
EXCHANGE OFFER
The exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer
will not result in any federal income tax consequences to U.S. Holders. When a
U.S. Holder exchanges an Old Note for an Exchange Note pursuant to the Exchange
Offer, the U.S. Holder will have the same adjusted basis and holding period in
the Exchange Note as in the Old Note immediately before the exchange.
SALE, EXCHANGE OR RETIREMENT
Upon the sale, exchange or retirement of a Note, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement (excluding amounts attributable to
accrued and unpaid interest, which amounts will be includible as ordinary
interest income) and such U.S. Holder's tax basis in the Note. Gain or loss
realized on the sale, exchange or retirement of a Note will be capital gain or
loss. Recently enacted legislation includes substantial changes to the federal
taxation of capital gains recognized by individuals, including a 20% maximum tax
rate for certain gains from the sale of capital assets held for more than 18
months. The deduction of capital losses is subject to certain limitations.
Prospective investors should consult their tax advisors regarding the treatment
of capital gains and losses.
94
<PAGE> 96
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange 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 Exchange Notes received in
exchange for Old Notes where such Old Notes were acquired as a result of
market-making activities or other trading activities. Each of the Company and
the Subsidiary Guarantors has agreed that it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale for a period of 180 days after the Expiration Date. In
addition, until , 1998 (90 days after the date of this Prospectus),
all dealers effecting transactions in the Exchange Notes may be required to
deliver a prospectus.
Neither the Company nor the Subsidiary Guarantors will receive any proceeds
from any sales of the Exchange Notes by broker-dealers. Exchange Notes received
by brokers-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
Exchange Notes or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such 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 and/or the
purchasers of any such Exchange Notes. Any broker or dealer that resells
Exchange Notes that were received by it for its own account pursuant to the
Exchange Offer or participates in a distribution of such Exchange Notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange 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 the Company 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.
The Company and each of the Subsidiary Guarantors has jointly and severally
agreed to pay all expenses incident to the Exchange Offer (including the
expenses of one counsel for the holders of the Old Notes) other than commissions
or concessions of any brokers or dealers and will indemnify the holders of the
Old Notes (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Exchange Notes offered hereby will be passed upon for
the Company by Davis Polk & Wardwell, New York, New York.
95
<PAGE> 97
EXPERTS
The combined balance sheet of TSG as of December 31, 1996 and the related
combined statements of operations and cash flows for each of the two years in
the period ended December 31, 1996 appearing in this Prospectus have been
included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The consolidated balance sheet of the Company as of December 28, 1997 and
the related consolidated statement of operations and cash flows for the year
then ended appearing elsewhere in this Prospectus have been included herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
The combined balance sheet of APX as of November 6, 1996 and the related
combined statements of operations, stockholders' deficit and cash flows for the
period December 31, 1995 to November 6, 1996 appearing in this Prospectus have
been included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The combined financial statements of APX International at December 30, 1995
and for the year then ended, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated carve-out balance sheets of GRI as of December 31, 1996
and August 31, 1997 and the related consolidated carve-out statements of
operations, stockholders' equity and cash flows for the two years in the period
ended December 31, 1996 and for the eight-month period ended August 31, 1997
appearing in this Prospectus have been included herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
96
<PAGE> 98
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
MSX INTERNATIONAL, INC. (INCLUDING ITS PREDECESSOR TSG)
Report of Independent Accountants......................... F-2
Combined Balance Sheet as of December 31, 1996 and
Consolidated Balance Sheet as of December 28, 1997 and
March 29, 1998 (Unaudited)............................. F-3
Combined Statements of Operations for the years ended
December 31, 1995 and 1996 and Consolidated Statement
of Operations for the fiscal year ended December 28,
1997 and for the fiscal quarters ended March 30, 1997
(Unaudited) and March 29, 1998 (Unaudited)............. F-4
Combined Statements of Cash Flows for the years ended
December 31, 1995 and 1996 and Consolidated Statement
of Cash Flows for the fiscal year ended December 28,
1997 and for the fiscal quarters ended March 30, 1997
(Unaudited) and March 29, 1998 (Unaudited)............. F-5
Notes to Combined and Consolidated Financial Statements... F-6
APX INTERNATIONAL
Report of Independent Accountants......................... F-36
Combined Balance Sheet as of November 6, 1996............. F-37
Combined Statement of Operations for the period December
31, 1995 to November 6, 1996........................... F-38
Combined Statement of Stockholders' Deficit for the period
December 31, 1995 to November 6, 1996.................. F-39
Combined Statement of Cash Flows for the period December
31, 1995 to November 6, 1996........................... F-40
Notes to Combined Financial Statements.................... F-41
Report of Independent Auditors............................ F-46
Combined Balance Sheet as of December 30, 1995............ F-47
Combined Statement of Income and Stockholders' Deficiency
for the year ended December 30, 1995................... F-48
Combined Statement of Cash Flows for the year ended
December 30, 1995...................................... F-49
Notes to Combined Financial Statements.................... F-50
GEOMETRIC RESULTS INCORPORATED
Report of Independent Accountants......................... F-55
Consolidated Carve-Out Balance Sheets as of December 31,
1996 and August 31, 1997............................... F-56
Consolidated Carve-Out Statements of Operations for the
years ended December 31, 1996 and 1995 and for the
eight-month period ended August 31, 1997............... F-57
Consolidated Carve-Out Statements of Stockholder's Equity
for the years ended December 31, 1996 and 1995 and for
the eight-month period ended August 31, 1997........... F-58
Consolidated Carve-Out Statements of Cash Flows for the
years ended December 31, 1996 and 1995 and for the
eight-month period ended August 31, 1997............... F-59
Notes to Consolidated Carve-Out Financial Statements...... F-60
</TABLE>
F-1
<PAGE> 99
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
MSX International, Inc.:
We have audited the accompanying combined balance sheet of the Technical
Services Group (certain subsidiaries of MascoTech, Inc., as described in the
basis of presentation note) ("TSG"), the predecessor for accounting purposes, as
of December 31, 1996 and the accompanying combined statement of operations and
cash flows for the years ended December 31, 1995 and 1996. In addition, we have
audited the accompanying consolidated balance sheet of MSX International, Inc.
("MSXI") as of December 28, 1997 and the related consolidated statements of
operations and cash flows for the fiscal year then ended. These financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of TSG as of December
31, 1996 and the consolidated financial position of MSXI as of December 28,
1997, and the results of their operations and their cash flows for the periods
indicated above in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Detroit, Michigan
March 31, 1998
F-2
<PAGE> 100
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1996 AND
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 28, 1997 AND MARCH 29, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
PREDECESSOR
------------
DECEMBER 31, DECEMBER 28, MARCH 29,
1996 1997 1998
------------ ------------ ---------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 7,070 $ 11,575 $ 15,038
Receivables, net....................................... 58,860 178,938 177,936
Inventory.............................................. 930 1,239 1,175
Prepaid expenses and other assets...................... 3,600 5,638 4,760
Deferred income taxes.................................. -- 2,352 2,264
------- -------- --------
Total current assets................................ 70,460 199,742 201,173
Property and equipment, net.............................. 18,140 34,337 32,598
Goodwill, net of accumulated amortization of $892 in 1997
and $1,158 in 1998..................................... -- 31,934 31,668
Other assets............................................. 5,550 8,783 11,563
Deferred income taxes.................................... -- 12,380 12,380
------- -------- --------
Total assets........................................ $94,150 $287,176 $289,382
======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current portion of long-term debt.... $ 4,170 $ 87,930 $ 7,323
Bank overdrafts........................................ -- 21,908 23,747
Accounts payable....................................... 5,550 58,458 57,438
Accrued payroll and benefits........................... 2,640 16,984 16,749
Accrued expenses....................................... 8,090 20,907 15,871
Deferred income taxes.................................. -- 984 984
------- -------- --------
Total current liabilities........................... 20,450 207,171 122,112
Long-term debt........................................... 30 65,000 153,825
Long-term capital lease obligations...................... -- 316 255
Long-term deferred compensation liability and other...... 4,220 5,053 3,952
------- -------- --------
Total liabilities................................... 24,700 277,540 280,144
------- -------- --------
Redeemable Series A Preferred Stock, authorized 500,000
shares; issued and outstanding 360,000 shares.......... -- 36,000 36,000
Shareholders' equity (deficit):
Common stock, $.01 par: authorized 2,000,000 shares;
issued
and outstanding 95,004 shares....................... -- 1 1
Additional paid-in capital............................. -- (22,251) (22,251)
Accumulated other comprehensive income (loss).......... (2,790) (1,141) (1,917)
Accumulated deficit.................................... -- (2,973) (2,595)
MascoTech, Inc. net investment and advances............ 72,240 -- --
------- -------- --------
Total shareholders' equity (deficit)................ 69,450 (26,364) (26,762)
------- -------- --------
Total liabilities and shareholders' equity
(deficit)......................................... $94,150 $287,176 $289,382
======= ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE> 101
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
AND MARCH 29, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR
------------ ------------ FISCAL YEAR FISCAL QUARTER FISCAL QUARTER
YEAR ENDED YEAR ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ -------------- --------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales.............................. $ 216,130 $ 228,260 $ 564,546 $ 82,508 $ 255,056
Cost of sales.......................... (178,760) (192,510) (514,019) (74,256) (236,719)
--------- --------- --------- -------- ---------
Gross profit......................... 37,370 35,750 50,527 8,252 18,337
--------- --------- --------- -------- ---------
Selling, general and administrative
expenses............................. (25,230) (26,240) (36,007) (6,958) (12,504)
Michigan Single Business Tax........... (1,500) (1,510) (2,868) (700) (772)
Restructuring costs.................... -- -- (2,000) --
--------- --------- --------- -------- ---------
Operating income..................... 10,640 8,000 9,652 594 5,061
--------- --------- --------- -------- ---------
Other income (expense), net:
Interest expense, net................ (230) (170) (4,383) (928) (3,273)
Interest expense, related parties.... (1,240) (1,140) (8,017) (1,874) (1,040)
Other income (expense), net.......... 1,070 (70) -- 220 --
--------- --------- --------- -------- ---------
(400) (1,380) (12,400) (2,582) (4,313)
--------- --------- --------- -------- ---------
Income (loss) before income
taxes............................ 10,240 6,620 (2,748) (1,988) 748
Income tax provision (benefit)......... 3,820 2,800 225 (480) 370
--------- --------- --------- -------- ---------
Net income (loss).................. $ 6,420 $ 3,820 $ (2,973) $ (1,508) $ 378
========= ========= ========= ======== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 102
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
AND THE FISCAL QUARTERS ENDED MARCH 30, 1997 (UNAUDITED) AND MARCH 29, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR FISCAL YEAR FISCAL QUARTER FISCAL QUARTER
YEAR ENDED YEAR ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ -------------- --------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income (loss)................ $ 6,420 $ 3,820 $ (2,973) $ (1,508) $ 378
Adjustments to reconcile net
income (loss) to net cash from
(used for) operating
activities:
Depreciation................... 4,540 4,970 8,967 1,373 3,487
Amortization................... -- -- 892 343 352
(Increase) decrease in
receivables, net............. (12,650) 1,380 (36,343) (16,265) 1,002
(Increase) decrease in
inventory.................... (160) 530 (309) 778 64
(Increase) decrease in prepaid
expenses..................... (940) 210 (1,513) 1,222 966
Increase (decrease) in current
liabilities.................. 930 10 30,487 (3,508) (6,292)
Other, net..................... 780 (3,130) 2,576 6,114 (165)
-------- ------- --------- --------- --------
Net cash from (used for)
operating activities........... (1,080) 7,790 1,784 (11,451) (208)
-------- ------- --------- --------- --------
Investing activities:
Capital expenditures............. (8,400) (4,840) (11,518) (2,646) (1,763)
Acquisition of business, net of
cash received.................. -- -- (159,137) (132,361) --
Other, net....................... 110 70 (5) (317) --
-------- ------- --------- --------- --------
Net cash used for investing
activities..................... (8,290) (4,770) (170,660) (135,324) (1,763)
-------- ------- --------- --------- --------
Financing activities:
Proceeds from long-term debt..... 260 650 70,000 70,000 96,778
Payment of long-term debt........ (80) -- -- -- (70,000)
Change in bank borrowings........ -- -- 73,399 45,614 (22,083)
Decrease in cash overdraft....... -- -- (669) (4,024) 1,839
Sale of Redeemable Preferred
Stock.......................... -- -- 36,000 36,000 --
Sale of Common Stock............. -- -- 3,800 3,760 --
Increase in MascoTech, Inc. net
investment and advances........ 11,690 4,110 -- -- --
Other, net....................... (680) (610) (938) (351) (324)
-------- ------- --------- --------- --------
Net cash from financing
activities..................... 11,190 4,150 181,592 150,999 6,210
-------- ------- --------- --------- --------
Effect of foreign exchange rate
changes on cash.................. (1,560) (1,900) (1,141) (537) (776)
-------- ------- --------- --------- --------
Cash:
Increase for the period.......... 260 5,270 11,575 3,687 3,463
Balance, beginning of period..... 1,540 1,800 -- -- 11,575
-------- ------- --------- --------- --------
Balance, end of period........... $ 1,800 $ 7,070 $ 11,575 $ 3,687 $ 15,038
======== ======= ========= ========= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 103
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
1. ORGANIZATION AND BASIS OF PRESENTATION:
The accompanying financial statements represent the consolidated assets and
liabilities and operations of MSX International, Inc. and its subsidiaries
("MSXI" or "the Company") in 1998 and 1997, and in 1996 and 1995, the combined
assets and liabilities and operations of certain subsidiaries and divisions of
subsidiaries of MascoTech, Inc. ("MascoTech") which constituted the Technical
Services Group of MascoTech ("TSG"). MSXI is a holding company formed and owned
by Citicorp Venture Capital, Ltd. ("CVC"), MascoTech and certain members of
management. The Company was formed to consummate the acquisition of TSG ("TSG
Acquisition"), in which it acquired selected assets and operations of TSG owned
by MascoTech and MascoTech Automotive Systems Group ("MASG"), as well as the net
assets of APX International, a design and engineering services provider, which
had been acquired by MASG effective November 6, 1996. The TSG Acquisition was
effective on January 3, 1997. Effective August 31, 1997, the Company acquired
certain service-providing operations of Ford Motor Company ("Ford") through the
acquisition of Geometric Results Incorporated ("GRI"), a wholly-owned subsidiary
of Ford. The results of operations of APX and GRI have been included in the
results of operations of the Company from January 3, 1997 and September 1, 1997,
respectively.
The acquisitions of APX and GRI have been accounted for using the purchase
method of accounting and, accordingly, the purchase price of each acquisition
has been allocated to the acquired assets and assumed liabilities based upon the
estimated fair values as of the closing of the acquisition. These allocations
resulted in an increase in certain accrued liabilities, principally severance
and facility costs. These allocations also resulted in goodwill of approximately
$32.7 million.
The acquisition of TSG (the "Predecessor" for accounting purposes) has been
accounted for, using the purchase method of accounting, at carryover basis as no
change in control resulted from the acquisition. The amount paid in excess of
book value for TSG of approximately $26.1 million has been recorded as a
reduction of additional paid-in capital. In accordance with SFAS 109 "Accounting
for Income Taxes," the Company established deferred taxes related to the TSG
Acquisition by recording an increase in additional paid-in capital in the amount
of $10.4 million.
As a result of the acquisitions and new basis of accounting, the Company's
financial statements for the periods subsequent to the acquisitions are not
comparable to the Predecessor's financial statements for the periods prior to
the acquisitions.
The Company is principally engaged in the business of providing technical
support services, primarily to automobile manufacturers and suppliers in the
United States and Europe.
Until it was sold, TSG paid MascoTech a management fee for various
corporate support staff and administrative services. Such fees approximated one
percent of domestic net sales and amounted to approximately $1.4 million in 1995
and $1.5 million in 1996. Certain of TSG's employee benefit plans and insurance
coverages were administered by MascoTech. These costs as well as other costs
incurred on TSG's behalf were charged directly to TSG. TSG was also charged
interest expense at various rates for TSG's European operations on the average
amounts due MascoTech. This charge aggregated $1.2 million and $1.1 million in
1995 and 1996, respectively. The related advances are included in MascoTech's
net investment and advances in the related accompanying balance sheet.
F-6
<PAGE> 104
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. Principles of Consolidation/Combination: The accompanying financial
statements include the accounts of MSXI and TSG, as appropriate. Significant
intercompany transactions have been eliminated. Beginning in 1997, the Company
adopted a fiscal year which ends on the last Sunday in December.
b. Cash and Cash Equivalents: All highly liquid investments with an
original maturity of three months or less are considered to be cash equivalents.
c. Receivables: Receivables are presented net of aggregate allowances for
doubtful accounts of $.3 million at December 31, 1995 and 1996 and $1.2 million
at December 28, 1997.
d. Inventory: Inventory is comprised of raw materials, parts and supplies
which are stated at the lower of cost or net realizable value, with cost
determined using the first-in, first-out method.
e. Property and Equipment: Property and equipment, including significant
betterments to existing facilities, are recorded at cost. Upon retirement or
disposal of properties and equipment, the cost and accumulated depreciation are
removed from the accounts, and any gain or loss is included in income.
Maintenance and repair costs are charged to expense as incurred.
f. Goodwill: The excess of the purchase price over the estimated fair
values of acquired assets and assumed liabilities is being amortized using the
straight-line method over the period estimated to be benefited ranging from 20
to 30 years.
At each balance sheet date, management assesses whether there has been a
permanent impairment of goodwill by comparing anticipated undiscounted future
cash flows from operating activities with the carrying amount of the excess of
cost over net assets of acquired companies. The factors considered by management
in performing this assessment include current operating results, business
prospects, market trends, competitive activities and other economic factors.
Based on this assessment, there was no permanent impairment related to goodwill
at December 28, 1997.
g. Fair Value of Financial Instruments: The carrying value of financial
instruments reported in each balance sheet approximates fair value. The carrying
value of bank debt approximates fair value as the variable rates inherent in the
related financial instrument reflects changes in the overall market interest
rates.
h. Foreign Currency Translation: Net assets of operations outside of the
United States are translated into U.S. dollars using current exchange rates with
the effects of translation adjustments included as a separate component in
Shareholders' equity (deficit). Revenues and expenses are translated at the
average rates of exchange during the period.
i. Revenue Recognition: Revenues from fixed price contracts are recognized
using the percentage of completion method, measured by comparing the percentage
of labor costs incurred to date to estimated total labor costs for each
contract. Time and material contracts are valued at selling price based on
contractual billing rates.
Contract costs include all direct material and labor costs and indirect
costs such as indirect labor, supplies, tools and repairs. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. Changes in fixed price contracts may result in revisions
to estimates of costs and revenue and are recognized in the period in which the
revisions are determined.
F-7
<PAGE> 105
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
j. Depreciation: Depreciation is computed using the straight-line method
over the estimated useful lives of assets as follows:
<TABLE>
<CAPTION>
USEFUL LIVES
IN YEARS
------------
<S> <C>
Buildings and leasehold improvements........................ 10-40
Machinery and equipment..................................... 3- 5
Computer, peripherals and software.......................... 3- 5
Automobiles and trucks...................................... 3- 5
</TABLE>
k. Income Taxes: Deferred income taxes are recorded to reflect the tax
liability/benefit on future years of differences between the tax basis and
financial reporting amounts of assets and liabilities at each fiscal year end.
As of December 31, 1996, the domestic operations of TSG were included in
the consolidated federal income tax return of MascoTech. Accordingly,
substantially all U.S. income tax-related assets and liabilities of TSG related
to TSG's operations were due from or to MascoTech.
For the years ended December 31, 1995 and 1996, income tax expense and
credits were computed on a separate return basis.
l. Reclassification: Certain prior year amounts have been reclassified to
conform with current year presentation.
m. Interim Financial Information: The financial information as of and for
the periods ended March 29, 1998 and March 30, 1997, included herein is
unaudited. In the opinion of management, the March 29, 1998 and March 30, 1997
financial information includes all adjustments which, except for adjustments
related to the acquisitions described elsewhere herein, consists only of normal
recurring accruals necessary for a fair presentation of such financial
information. The operations for the fiscal quarter ended March 29, 1998 are not
necessarily indicative of the results of operations for the entire year.
n. Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements. Such estimates and assumptions also affect the
reported amounts of revenue and expenses during the reporting periods. Actual
results may differ from such estimates and assumptions.
o. Recently Issued Financial Accounting Standards: In June 1997, the FASB
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." The Company will adopt the provisions of this statement as
required, for the fiscal year ended December 27, 1998. The Company believes the
adoption of this statement will have no material impact on the Company's
financial statements.
3. ACQUISITIONS OF BUSINESSES:
On January 3, 1997, the Company acquired selected assets and operations of
the former engineering and technical business services units of MASG and
MascoTech, as well as the net assets of APX, a design and
F-8
<PAGE> 106
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
engineering services provider which had been acquired by MASG effective November
6, 1996 ("the TSG Acquisition").
The purchase price of the TSG Acquisition was $145.6 million which was
financed through $3.8 million of common equity, $36.0 million of redeemable
preferred stock, a $20.0 million bridge loan provided by CVC, a $20.0 million
bridge loan provided by MascoTech, the issuance of a $30.0 million Senior
Subordinated Note to MascoTech and $35.8 million of borrowings under the Old
Credit Facility. The excess of purchase price over acquired net assets resulted
in a $26.1 million decrease in Shareholders' equity (deficit), as discussed in
Note 1, and goodwill of $24.6 million relating to the acquisition of APX.
Effective August 31, 1997, the Company acquired certain service-providing
operations of Ford through the acquisition of GRI, a wholly-owned subsidiary of
Ford. As part of Ford, GRI acted as administrator of Ford's temporary staffing
services using a predecessor to the Master Vendor Program and also provided
process management, purchasing and printing services to Ford. The purchase price
of $60.0 million was financed with borrowings under the Old Credit Facility,
offset in part by substantial cash balances acquired. The excess of purchase
price over the acquired net assets of GRI resulted in an increase in Goodwill of
approximately $8.1 million.
The aforementioned transactions are summarized as follows:
<TABLE>
<CAPTION>
TSG APX GRI TOTAL
--- --- --- -----
<S> <C> <C> <C> <C>
Current assets..................................... $ 63,977 $ 28,923 $116,066 $ 208,966
Excess of purchase price over acquired net
assets........................................... 26,050 24,594 8,142 58,786
Other non-current assets........................... 23,984 4,715 11,653 40,352
Liabilities........................................ (11,523) (15,104) (75,861) (102,488)
-------- -------- -------- ---------
Purchase price..................................... $102,488 $ 43,128 $ 60,000 $ 205,616
======== ======== ======== =========
</TABLE>
The final determination of the purchase prices for the APX and GRI
acquisitions will be completed when certain contractual matters are concluded.
The preliminary allocation of purchase price for the GRI acquisition will be
completed during 1998. Any adjustments to purchase prices will change recorded
goodwill and will be amortized to expense over the remaining goodwill period.
Management believes the resolution of these matters will not have a material
effect on the results of operations, financial position or cash flows of the
Company.
The following unaudited pro forma consolidated results of operations for
the year ended December 31, 1996 and for the fiscal year ended December 28, 1997
are presented as if the TSG and GRI acquisitions had been made at the beginning
of each period presented. The unaudited pro forma information does not reflect
the effects of the debt issue and refinancing which took place January 22, 1998,
as described in Note 17. The unaudited pro forma information is not necessarily
indicative of either the results of operations that would have occurred had the
acquisitions been made during the periods presented or the future results of the
combined operations.
<TABLE>
<CAPTION>
YEAR ENDED FISCAL YEAR ENDED
DECEMBER 31, DECEMBER 28,
1996 1997
------------ -----------------
<S> <C> <C>
Net sales................................................... $1,044,379 $985,096
Income before income taxes.................................. 3,956 2,908
Net income.................................................. 2,180 307
</TABLE>
F-9
<PAGE> 107
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
4. ACCOUNTS RECEIVABLE, NET:
Receivables arise from services provided pursuant to contracts or
agreements with customers for such services. The primary users of MSXI's and
TSG's services are manufacturers in the automotive industry. Billed sales to one
customer were $57.5 million and $318.2 million in 1996 and 1997, respectively,
and $164.5 million for the fiscal quarter ended March 29, 1998; billed sales to
a second customer were $49.0 million and $74.8 million in 1996 and 1997,
respectively, and $22.7 million for the fiscal quarter ended March 29, 1998; and
billed sales to a third customer were $44.9 million and $67.4 million in 1996
and 1997, respectively, and $18.1 million for the fiscal quarter ended March 29,
1998. At December 31, 1996, at December 28, 1997, and at March 29, 1998 the
foregoing three customers accounted for approximately 64 percent, 69 percent and
66 percent, respectively, of the accounts receivable balance.
Accounts receivable include both billed and unbilled receivables. Unbilled
receivables amounted to $26.7 million and $61.8 million at December 31, 1996 and
at December 28, 1997, and $48.7 million at March 29, 1998, respectively. All
such billings are expected to be collected within the ensuing year.
5. PROPERTY AND EQUIPMENT, NET:
<TABLE>
<CAPTION>
AT DECEMBER 31, AT DECEMBER 28,
1996 1997
--------------- ---------------
<S> <C> <C>
Cost:
Land and improvements..................................... $ -- $ 163
Buildings and leasehold improvements...................... 4,940 11,930
Machinery and equipment................................... 33,510 52,140
Computer, peripherals and software........................ 8,660 27,188
Automobiles and trucks.................................... 1,040 1,609
-------- --------
48,150 93,030
Less accumulated depreciation............................. (30,010) (58,693)
-------- --------
$ 18,140 $ 34,337
======== ========
</TABLE>
Depreciation expense totaled $4.5 million, $5.0 million and $9.0 million in
1995, 1996 and 1997, respectively.
6. ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
AT DECEMBER 31, AT DECEMBER 28,
1996 1997
--------------- ---------------
<S> <C> <C>
Income and other taxes...................................... $4,100 $ 911
Insurance................................................... 2,110 1,110
Restructuring costs......................................... -- 6,097
Deferred income............................................. -- 4,078
Interest.................................................... -- 4,979
Other....................................................... 1,880 3,732
------ -------
$8,090 $20,907
====== =======
</TABLE>
F-10
<PAGE> 108
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
7. RESTRUCTURING ACTIONS:
During fiscal year 1997, restructuring costs aggregated $6.7 million. These
costs are comprised of $2.7 million of severance pay for certain employees of an
acquired business, facility closure costs of $2.0 million which are primarily
remaining operating lease obligations of acquired facilities closed subsequent
to the acquisition, and $2.0 million of remaining lease obligations and other
costs related to the closure of MSXI facilities. Restructuring costs accounted
for in the purchase of the related businesses and costs charged to operations
were $4.7 million and $2.0 million, respectively. Restructuring charges were
accounted for in accordance with approved management plans and are expected to
be completed in 1998. Remaining accrued restructuring costs totaled $6.1 million
as of December 28, 1997 and $5.4 million as of March 29, 1998, of which
approximately $4.2 million is expected to be paid during the remainder of 1998.
8. DEBT:
MSX International
At December 28, 1997 MSXI had a $20.0 million bridge loan provided by CVC,
a $20.0 million bridge loan provided by MascoTech and a $30.0 million Senior
Subordinated Note issued to MascoTech outstanding. In addition, at December 28,
1997, the Company had available under a short-term credit agreement with NBD
Bank ("NBD Credit Facility") up to $115.0 million of credit, under which $75.4
million was outstanding, a variable amount credit facility available through the
Ford Motor Company Limited, under which $7.5 million was outstanding, and United
Kingdom credit facilities with banks of $3.4 million, under which $0.7 million
was outstanding.
Under a Bridge Credit Agreement, a further $60 million of bridge revolving
loans were available but not drawn as of December 28, 1997. Such loans would
bear interest under the terms, described below, applicable to the bridge loans.
The bridge loans are payable in escalating annual installments and bear
interest at 12%, which will escalate in steps to 13% after December 31, 1997 and
remain as such until maturity at December 31, 2002. At December 28, 1997, bridge
loan principal of $5.0 million is due within one year. The Senior Subordinated
Note is payable in full at December 31, 2006, and bears interest at the rate of
12.5%. Both the bridge loans and the Senior Subordinated Note provide for
semi-annual interest payment.
The short-term credit agreement with NBD provides for borrowings as Prime
Rate loans, Eurodollar Rate loans, Swingline loans and Letters of Credit. This
agreement expires on March 31, 1998. Prime Rate and Swingline loans are payable
on demand. Eurodollar Rate loans are issued in maturities of one to three
months. Borrowings under this agreement bear interest at a variable rate. At
December 28, 1997, the interest rates based on LIBOR on the short-term credit
agreement approximated 7.46% on loans of $40.0 million. Also at December 28,
1997, interest on swingline loans approximated 6.94% on loans of $26.5 million.
Line of Credit borrowings from the Ford Motor Company Limited bear interest at
9.3% and are payable on demand. Borrowings under the United Kingdom credit
facilities bear interest at a rate of 1.25% over the bank's base rate, as
defined or as negotiated, and are payable on demand. Such interest rates ranged
from 8.5% to 9.06% at December 28, 1997.
Debt maturities as of December 28, 1997 were as follows: 1998 - $5.0
million; 1999 - $5.0 million; 2000 - $6.0 million; 2001 - $7.0 million, 2002 -
$8.0 million, and 2003 - $9.0 million.
Interest paid was approximately $7.4 million for the fiscal year ended
December 28, 1997.
F-11
<PAGE> 109
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
On January 22, 1998, the Company issued, in a private placement, $100
million aggregate principal amount of 11 3/8% unsecured Senior Subordinated
Notes maturing January 15, 2008. Interest on the Notes is payable semi-annually
at 11.375% per annum commencing on July 15, 1998. The Notes may be redeemed
subsequent to January 15, 2003 at premiums which begin at 105.6875% and decline
each year to face for redemptions taking place after January 15, 2006. In
addition, at any time prior to January 15, 2001, the Company may redeem up to
35% of the original aggregate principal amount of the Notes with the proceeds of
one or more public equity offerings at a redemption price of 111.375% plus
accrued and unpaid interest, if any. Also, upon the occurrence of a Change of
Control as defined in the indenture (the "Indenture"), the Notes may be redeemed
at the option of the Note holders at a premium of 1%, plus accrued and unpaid
interest, if any. The Notes contain covenants which, among others, limit the
incurrence of additional indebtedness and restrict capital transactions,
distributions and asset dispositions of certain subsidiaries.
Concurrently with the private placement, the Company entered into a new
credit facility with NBD (the "New Credit Facility"), with a borrowing base of
up to $100 million, as defined, to replace the NBD Credit Facility. Interest on
the loans under the New Credit Facility will be payable quarterly or, if
earlier, at the end of each interest period and will accrue at an annual rate
equal to, at the option of the Company, (a) a floating rate, as defined, or (b)
the London Interbank Offered Rate plus an applicable margin, as defined.
Each significant domestic subsidiary of the Company guaranteed all
obligations of the Company under the New Credit Facility. In addition, these
obligations are secured by a pledge of the Stock of such domestic subsidiaries
and a first lien on substantially all assets of such domestic subsidiaries and a
pledge of 65% of the stock of the significant foreign subsidiaries. The
obligations of the Company under the New Credit Facility rank senior to all
other indebtedness of the Company, including the Notes.
The New Credit Facility contains certain reporting covenants and other
customary affirmative covenants and various negative covenants including but not
limited to certain limitations on mergers, sales of assets, acquisitions, liens,
investments, indebtedness, contingent obligations, dividends, subsidiaries
ability to agree to dividend restrictions, affiliate transactions and changes of
business. The New Credit Facility also contains certain covenants with respect
to employee benefit arrangements and environmental matters and certain financial
covenants including but not limited to a ratio of total debt to EBITDA, a fixed
charge coverage ratio and a minimum net worth requirement, each as defined.
The proceeds from the placement and the new credit facility were used to
retire the bridge loans to CVC and MascoTech, the Senior Subordinated Note and
the outstanding amount under the NBD Credit Facility.
Notes payable under the New Credit Facility amounted to $53.8 million at
March 29, 1998 and have been classified as long-term debt as the Company had
both the ability and intent to refinance such amounts under the New Credit
Facility.
On April 14, 1998, the Company amended and restated the New Credit
Facility. See Note 19.
Technical Services Group
TSG had a note payable in the amount of $70 thousand, of which $40 thousand
was classified as a current liability and short-term credit agreements of which
$4.1 million was outstanding at December 31, 1996. The note was payable in
annual installments and bore a variable interest rate. The short-term credit
agreements bore variable interest rates of .75 percent to 2.75 percent over the
bank's base rate, as defined. Such interest rates approximated 7.2 percent at
December 31, 1996. The note and short-term credit agreements matured
F-12
<PAGE> 110
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
as follows: 1997 - $4.2 million; 1998 - $30 thousand. Payment of the note and
short-term credit agreements were guaranteed by MascoTech.
Interest paid was $.3 million and $.5 million in 1995 and 1996,
respectively.
9. LEASE COMMITMENTS:
MSX International
MSXI and its subsidiaries have leases for real estate and equipment
utilized in its business. In most cases, management expects that in the normal
course of business these leases will be renewed or replaced by other leases.
Future minimum rental payments required under leases that have an initial or
remaining non-cancelable lease term in excess of one year are as follows:
<TABLE>
<CAPTION>
OTHER
CAPITAL OPERATING
TOTAL LEASES LEASES
----- ------- ---------
<S> <C> <C> <C>
Fiscal year ended:
1998......................................... $16,653 $182 $16,471
1999......................................... 11,706 69 11,637
2000......................................... 8,857 68 8,789
2001......................................... 6,753 27 6,726
2002......................................... 1,803 -- 1,803
Thereafter................................... 2,455 -- 2,455
------- ---- -------
$48,227 346 $47,881
======= =======
Less amount representing interest.............. 30
----
Present value of minimum payments.............. $316
====
</TABLE>
Rental expense was approximately $17.6 million for the fiscal year ended
December 28, 1997.
Technical Services Group
Rental expense was approximately $8.2 million and $5.4 million in 1995 and
1996, respectively.
10. REDEEMABLE SERIES A PREFERRED STOCK:
In connection with the TSG Acquisition, the Company issued 360,000 shares
of 12% Series A Cumulative Redeemable Preferred Stock ("the Preferred Stock")
with a stated value and redemption value of $100 per share or $36 million.
Dividends on the Preferred Stock are payable in cash at the rate per annum
equal to 12% of the stated value plus an amount equal to any accrued and unpaid
dividends. As of December 28, 1997, the Company has not declared any dividends.
Accordingly, no dividends have been paid or accrued. Dividends accumulated but
not declared aggregate approximately $4.4 million as of December 28, 1997 and
$5.7 million as of March 29, 1998. The Company may not declare or pay any
dividends or other distribution with respect to any common stock or other class
or series of stock ranking junior to the Preferred Stock without first complying
with restrictions specified in the Stockholder's Agreement. The Preferred Stock,
which has no voting rights, is mandatorily redeemable at the earlier of June 30,
2007 or the date on which a sale transaction, as defined,
F-13
<PAGE> 111
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
occurs. The Company may redeem any or all of the Preferred Stock at its election
prior to June 30, 2007. The Company may also elect to acquire shares of the
Preferred Stock from time to time without redeeming or otherwise acquiring all
or any other issued shares of the Preferred Stock pursuant to the terms of the
Stockholder's Agreement. As of December 28, 1997, no Preferred Stock had been
redeemed or acquired by the Company.
11. SHAREHOLDERS' EQUITY (DEFICIT):
<TABLE>
<CAPTION>
SHAREHOLDERS'
EQUITY (DEFICIT)
----------------
<S> <C>
Balance, December 31, 1995.................................. $ 62,760
Net income.................................................. 3,820
MascoTech, Inc. additional net investment and advances...... 4,770
Accumulated other comprehensive income (loss)............... (1,900)
--------
Balance, December 31, 1996.................................. $ 69,450
========
Payment to MascoTech, Inc. for book value of TSG............ (69,450)
Payment to MascoTech, Inc. in excess of book value of TSG... (26,050)
Net loss.................................................... (2,973)
Sale of Common Stock........................................ 1
Additional paid-in capital from sale of Common Stock........ 3,799
Accumulated other comprehensive income (loss)............... (1,141)
--------
Balance, December 28, 1997.................................. $(26,364)
========
Net income.................................................. 378
Accumulated other comprehensive income (loss)............... (776)
--------
Balance, March 29, 1998..................................... $(26,762)
========
</TABLE>
MSX International
The common stock at par value resulted from the initial capitalization of
the Company by MascoTech, CVC and certain members of management. The additional
paid-in capital amount of $(22.3) million represents amounts received from the
issuance of common stock in excess of par value of $3.8 million, reduced by
amounts paid to MascoTech for the acquisition of TSG in excess of book value as
of December 31, 1996 of $(26.1) million. As the acquisition of TSG did not
involve a change in control, the acquisition was recorded at carryover basis. In
accordance with SFAS 109 "Accounting for Income Taxes", the Company established
deferred taxes related to the TSG Acquisition by recording an increase in
additional paid-in capital in the amount of $10.4 million.
Technical Services Group
Investment and advances reflect the accumulation of transactions between
MascoTech and TSG through December 31, 1996. These transactions included
operating results, management fees, advances and intercompany transactions.
F-14
<PAGE> 112
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
12. EMPLOYEE BENEFIT PLANS:
The Company maintains a qualified cash or deferred compensation plan under
Section 401(k) of the Internal Revenue Code. Participation in this plan is
available to substantially all salaried employees and to certain groups of
hourly employees. Under the plan, employees may elect to defer up to 20 percent
of their annual wages, subject to the limitations of the Internal Revenue Code.
Third party administrative costs paid by the plan approximated $21,033 for 1997.
Contributions to union-sponsored, multi-employer pension plans were
approximately $0.6 million and $0.5 million in 1995 and 1996, respectively, $0.7
million for the fiscal year ended December 28, 1997 and $0.2 million for the
fiscal quarter ended March 29, 1998. These plans are not administered by the
Company and contributions are determined in accordance with provisions of
negotiated labor contracts. MSXI has no present intention of withdrawing from
any of these plans, nor has MSXI been informed that there is any intention to
terminate such plans.
MSXI has an unfunded deferred compensation plan for certain salaried
employees. Individual participants make pre-tax contributions to the plan and
MSXI matches up to 5 percent of the individual's annual salary. MSXI
contributions vest over a period of time. Individuals may elect to receive
lump-sum or defined payments of vested balances upon retirement or termination.
The deferred compensation plan liability at December 31, 1996 and December 28,
1997 was $3.7 million and $3.2 million, respectively. This is an unfunded and
unsecured obligation of MSXI. However, MSXI has, through deposits to a grantor
trust, restricted certain corporate assets having a fair value at December 31,
1996 and December 28, 1997 of $2.0 million and $1.6 million, respectively, that
are intended to be used to settle a portion of the obligation.
With the APX Acquisition, the Company acquired certain obligations with
respect to a frozen defined benefit pension plan. The plan was frozen in 1988
and covers certain union and non-union employees who were employed by
Autodynamics Corporation of America, Inc., a company acquired previously by one
of the companies that comprised APX. This plan is not administered by the
Company. Contributions are determined in accordance with provisions of the plan.
The Autodynamics plan status as of June 30, 1997, the date of the most
recent actuarial report, was as follows:
<TABLE>
<S> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation................................. $747
====
Accumulated benefit obligation............................ $747
====
Projected benefit obligation.............................. $747
Plan assets at fair value................................. 842
----
Plan assets in excess of projected benefit obligations.... $ 95
====
</TABLE>
TSG had a liability, subsequently assumed by MSXI, related to a terminated
post-retirement life and health benefit plan for certain currently retired
employees. The accumulated post-retirement obligation was approximately $0.6
million and approximately $0.2 million at December 31, 1996 and December 28,
1997, respectively. The net periodic post-retirement benefit cost was
approximately $40 thousand for the year ended December 31, 1996 and the fiscal
year ended December 28, 1997. The discount rates used in determining the
accumulated post-retirement benefit obligation were 7.5 percent and 7.25 percent
in 1996 and 1997, respectively. The assumed health cost trend rate in 1996 was
12 percent, decreasing to an ultimate rate in the
F-15
<PAGE> 113
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
year 2001 of 7 percent. The assumed health cost trend rate in 1997 was 9
percent, decreasing to an ultimate rate in the year 2006 of 5 percent. If the
assumed medical cost trend rates were increased by 1 percent, the accumulated
post-retirement benefit obligation would have increased by $10 thousand and the
aggregate of the service and interest cost components of the net periodic
post-retirement benefit cost would have increased by $2 thousand.
13. OTHER INCOME (EXPENSE), NET:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------
1995 1996
---- ----
<S> <C> <C>
Other, net:
Realized currency exchange gain (loss).................... $ 630 $(110)
Other, net................................................ 440 40
------ -----
$1,070 $ (70)
====== =====
</TABLE>
14. INCOME TAXES:
<TABLE>
<CAPTION>
YEAR ENDED FISCAL YEAR
DECEMBER 31, ENDED
----------------- DECEMBER 28,
1995 1996 1997
---- ---- ------------
<S> <C> <C> <C>
Income (loss) before income taxes:
Domestic.................................................. $ 6,160 $ 1,700 $ 3,236
Foreign................................................... 4,080 4,920 (5,984)
------- ------- -------
$10,240 $ 6,620 $(2,748)
======= ======= =======
Provision for income taxes (credit):
Currently payable:
Federal................................................ $ 1,410 $ 2,810 $ 1,049
Foreign................................................ 2,030 1,950 (640)
Deferred:
Federal................................................ 770 (2,170) 315
Foreign................................................ (390) 210 (499)
------- ------- -------
$ 3,820 $ 2,800 $ 225
======= ======= =======
Deferred tax assets (liabilities):
Amortizable goodwill...................................... $ -- $ -- $ 9,111
Accrued interest expense.................................. -- -- 2,023
Accrued liabilities and deferred compensation............. 2,170 3,480 863
Net operating loss........................................ -- -- 360
German tax benefit........................................ 620 240 332
Property and equipment.................................... (370) (700) 1,937
Contractual advances...................................... -- 1,300 --
Accounts receivable....................................... (670) (800) (984)
Valuation allowance....................................... -- -- (535)
Other, net................................................ (120) 70 641
------- ------- -------
Net deferred tax asset................................. $ 1,630 $ 3,590 $13,748
======= ======= =======
</TABLE>
F-16
<PAGE> 114
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
The following is a reconciliation of the tax at the U.S. federal statutory
rate to the provision for income taxes allocated to income before income taxes:
<TABLE>
<CAPTION>
YEAR ENDED FISCAL YEAR
DECEMBER 31, ENDED
--------------- DECEMBER 28,
1995 1996 1997
---- ---- ------------
35% 35% 35%
--- --- ---
<S> <C> <C> <C>
Tax at U.S. statutory rate.................................. $3,580 $2,320 $(961)
Valuation allowance......................................... -- -- 535
Higher (lower) effective foreign tax rate................... 210 440 351
Other, net.................................................. 30 40 300
------ ------ -----
$3,820 $2,800 $ 225
====== ====== =====
</TABLE>
As of December 31, 1996 and December 28, 1997, a provision had not been
made for U.S. or additional foreign taxes on approximately $8.7 million and $1.4
million, respectively, of undistributed earnings of foreign subsidiaries, as
those earnings were intended to be permanently reinvested. Generally, such
earnings become taxable upon the remittance of dividends and under certain other
circumstances. It was not practicable to estimate the amount of deferred tax
liability on such undistributed earnings. A $0.3 million German tax benefit had
been recorded on approximately $0.9 million of undistributed earnings of a
German subsidiary to its parent, a subsidiary of MSXI, located in the United
Kingdom. The valuation allowance relates to certain foreign deductions for which
recovery of the related deferred tax asset is not likely.
Income taxes paid were approximately $1.8 million, $3.6 million, and $1.6
million in 1995, 1996 and 1997, respectively.
For the fiscal quarters ended March 29, 1998 and March 30, 1997 the
effective income tax rate was 49.5% and (24.1)%, respectively. The change in the
effective income tax rate was due to the results of operations of the acquired
GRI business which were offset in part by losses from other foreign businesses
and a related valuation allowance.
15. GEOGRAPHIC INFORMATION:
The Company operates in one principal industry segment: providing technical
support services to automobile manufacturers and suppliers.
F-17
<PAGE> 115
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
Geographic financial information is as follows:
<TABLE>
<CAPTION>
YEAR ENDED FISCAL YEAR FISCAL QUARTER FISCAL QUARTER
DECEMBER 31, ENDED ENDED ENDED
-------------------- DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
---- ---- ------------ -------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales to customers:
United States.................... $143,950 $140,770 $463,141 $ 62,382 $217,996
Europe and rest of world......... 72,180 87,490 101,405 20,126 37,090
-------- -------- -------- -------- --------
Total net sales............... $216,130 $228,260 $564,546 $ 82,508 $255,056
======== ======== ======== ======== ========
Income (loss) before income taxes:
United States.................... $ 6,160 $ 1,700 $ 3,236 $ 286 $ (124)
Europe and rest of world......... 4,080 4,920 (5,984) (2,274) 872
-------- -------- -------- -------- --------
Income (loss) before income
taxes....................... $ 10,240 $ 6,620 $ (2,748) $ (1,988) $ 748
======== ======== ======== ======== ========
Identifiable Assets:
United States.................... $ 53,750 $ 53,610 $208,494 $130,682 $202,584
Europe and rest of world......... 33,730 40,540 78,682 42,136 86,798
-------- -------- -------- -------- --------
Total assets.................. $ 87,480 $ 94,150 $287,176 $172,818 $289,382
======== ======== ======== ======== ========
</TABLE>
16. COMMITMENTS AND CONTINGENCIES:
On December 23, 1997, Cambridge Industries, Inc. filed a complaint against
the Company in Michigan State Court. The complaint alleges that the Company, by
retaining approximately $1.1 million of funds paid into a lock-box account
maintained by the Company, has converted such funds. Cambridge Industries is
seeking whatever relief the court deems just, including treble damages. The
Company believes it has meritorious defenses and counterclaims to this action
and intends to defend itself vigorously against all of the allegations contained
in the complaint. The Company does not believe that the ultimate outcome of this
litigation will have a material effect on its consolidated financial condition,
results of operations or cash flows.
17. ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130 "REPORTING
COMPREHENSIVE INCOME":
Effective December 29, 1997, the Company adopted Statement of Financial
Accounting Standards (FASB) No. 130, "Reporting Comprehensive Income." This
statement requires that all items recognized under accounting standards as
components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive earnings by their nature in an annual
F-18
<PAGE> 116
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
financial statement. Annual financial statements for prior periods will be
reclassified, as required. The Company's total comprehensive earnings were as
follows:
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL QUARTER
YEAR ENDED ENDED --------------------------
DECEMBER 31, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
------------ ------------ --------- ---------
(UNAUDITED) (UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net income (loss)............................ $ 3,820 $(2,973) $(1,508) $ 378
Other comprehensive income (loss)............ (1,900) (1,141) (537) (776)
------- ------- ------- -----
Total comprehensive income (loss)....... $ 1,920 $(4,114) $(2,045) $(398)
======= ======= ======= =====
</TABLE>
Other comprehensive income (loss) is comprised of the change in the
cumulative foreign currency translation adjustment.
18. GUARANTOR SUBSIDIARIES
Issuance of Senior Subordinated Notes and New Credit Facility
In connection with the Notes Offering on January 22, 1998, each of the
Company's domestic restricted subsidiaries, as defined in the Indenture ("the
Guarantor Subsidiaries"), irrevocably and unconditionally guaranteed the
Company's performance under the Notes as primary obligors. The following
consolidating and combining financial data provides information regarding the
financial position, results of operations and cash flows of the Guarantor
Subsidiaries (including Predecessor combining financial data) as set forth.
The Guarantor Subsidiaries account for their investments in the
non-guarantor subsidiaries, if any, on the equity method. The principal
elimination entries are to eliminate the investments in subsidiaries and
intercompany balances and transactions.
GRI is a guarantor subsidiary. The financial statements of GRI as of and
for the two years in the period ended December 31, 1995 and 1996 and as of and
for the eight months in the period ended August 31, 1997 are separately included
on a consolidated basis with its subsidiaries.
The financial statements of APX International are presented on a combined
basis, including its non-guarantor subsidiaries, as of and for the year ended
December 30, 1995 because the non-guarantor subsidiaries were immaterial to the
combined financial statements of APX International for that period.
F-19
<PAGE> 117
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING BALANCE SHEET
AS OF MARCH 29, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $ 276 $14,762 $ -- $ 15,038
Receivables, net............................ 121,354 56,582 -- 177,936
Inventory................................... 1,139 36 -- 1,175
Prepaid expenses and other assets........... 3,317 1,443 -- 4,760
Deferred income taxes....................... 863 1,401 -- 2,264
-------- ------- -------- --------
Total current assets..................... 126,949 74,224 -- 201,173
Property and equipment, net................... 21,922 10,676 -- 32,598
Goodwill, net................................. 31,668 -- -- 31,668
Investment in subsidiaries.................... 21,335 -- (21,335) --
Other assets.................................. 11,009 554 -- 11,563
Deferred income taxes......................... 11,036 1,344 -- 12,380
-------- ------- -------- --------
Total assets............................. $223,919 $86,798 $(21,335) $289,382
======== ======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current portion of
long-term debt........................... $ -- $ 7,323 $ -- $ 7,323
Bank overdrafts............................. 23,747 -- -- 23,747
Accounts payable............................ 43,882 13,556 -- 57,438
Accrued liabilities......................... 25,917 6,735 (32) 32,620
Deferred income tax......................... -- 984 -- 984
-------- ------- -------- --------
Total current liabilities................ 93,546 28,598 (32) 122,112
Long-term debt................................ 142,029 11,796 -- 153,825
Intercompany accounts......................... (32,953) 32,953 -- --
Long-term capital lease obligations........... 255 -- -- 255
Long-term deferred compensation liability and
other....................................... 3,952 -- -- 3,952
-------- ------- -------- --------
Total liabilities........................ 206,829 73,347 (32) 280,144
-------- ------- -------- --------
Redeemable Series A Preferred Stock........... 36,000 32 (32) 36,000
Shareholders' equity (deficit)
Common Stock.................................. 1 2,949 (2,949) 1
Additional paid-in capital.................... (16,263) 19,152 (25,140) (22,251)
Accumulated other comprehensive income
(loss)...................................... (53) (4,287) 2,423 (1,917)
Retained earnings (deficit)................... (2,595) (4,395) 4,395 (2,595)
-------- ------- -------- --------
Total shareholders' equity (deficit)..... (18,910) 13,419 (21,271) (26,762)
-------- ------- -------- --------
Total liabilities and shareholders'
equity (deficit)....................... $223,919 $86,798 $(21,335) $289,382
======== ======= ======== ========
</TABLE>
F-20
<PAGE> 118
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 28, 1997
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $ 2,449 $ 9,126 $ -- $ 11,575
Receivables, net............................ 130,404 48,534 -- 178,938
Inventory................................... 1,204 35 -- 1,239
Prepaid expenses and other assets........... 2,106 3,532 -- 5,638
Deferred income taxes....................... 863 1,489 -- 2,352
-------- ------- -------- --------
Total current assets..................... 137,026 62,716 -- 199,742
-------- ------- -------- --------
Property and equipment, net................... 23,208 11,129 -- 34,337
Goodwill, net................................. 31,934 -- -- 31,934
Investment in subsidiaries.................... 20,583 -- (20,583) --
Other assets.................................. 8,294 489 -- 8,783
Deferred income taxes......................... 11,036 1,344 -- 12,380
-------- ------- -------- --------
Total assets............................. $232,081 $75,678 $(20,583) $287,176
======== ======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable and current portion of
long-term debt........................... $ 71,280 $16,650 $ -- $ 87,930
Bank overdrafts............................. 21,908 -- -- 21,908
Accounts payable............................ 51,818 6,640 -- 58,458
Accrued liabilities......................... 31,752 6,171 (32) 37,891
Deferred income tax......................... -- 984 -- 984
-------- ------- -------- --------
Total current liabilities................ 176,758 30,445 (32) 207,171
Long-term debt................................ 65,000 -- -- 65,000
Intercompany accounts......................... (31,389) 31,389 -- --
Long-term capital lease obligations........... 316 -- -- 316
Long-term deferred compensation liability and
other....................................... 4,654 399 -- 5,053
-------- ------- -------- --------
Total liabilities........................ 215,339 62,233 (32) 277,540
-------- ------- -------- --------
Redeemable Series A Preferred Stock........... 36,000 32 (32) 36,000
Shareholders' equity (deficit)
Common Stock.................................. 1 2,702 (2,702) 1
Additional paid-in capital.................... (16,263) 19,154 (25,142) (22,251)
Accumulated other comprehensive income
(loss)...................................... (23) (3,598) 2,480 (1,141)
Retained earnings (deficit)................... (2,973) (4,845) 4,845 (2,973)
-------- ------- -------- --------
Total shareholders' equity (deficit)..... (19,258) 13,413 (20,519) (26,364)
-------- ------- -------- --------
Total liabilities and shareholders'
deficit................................ $232,081 $75,678 $(20,583) $287,176
======== ======= ======== ========
</TABLE>
F-21
<PAGE> 119
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
COMBINING BALANCE SHEET
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR TSG
SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 340 $ 6,730 $ 7,070
Receivables, net......................................... 34,274 24,586 58,860
Inventory................................................ 894 36 930
Prepaid expenses and other assets........................ 2,241 1,359 3,600
------- ------- -------
Total current assets.................................. 37,749 32,711 70,460
Property and equipment, net................................ 11,371 6,769 18,140
Other assets............................................... 4,490 1,060 5,550
------- ------- -------
Total assets.......................................... $53,610 $40,540 $94,150
======= ======= =======
LIABILITIES AND MASCOTECH, INC. NET INVESTMENT AND ADVANCES
Current liabilities:
Notes payable and current portion of long-term debt...... $ -- $ 4,170 $ 4,170
Accounts payable......................................... 2,711 2,839 5,550
Accrued liabilities...................................... 6,849 3,881 10,730
------- ------- -------
Total current liabilities............................. 9,560 10,890 20,450
Long-term debt............................................. -- 30 30
Long-term deferred compensation liability and other........ 4,220 -- 4,220
------- ------- -------
Total liabilities..................................... 13,780 10,920 24,700
------- ------- -------
Shareholders' equity (deficit):
Accumulated other comprehensive income (loss).............. -- (2,790) (2,790)
MascoTech, Inc. net investment and advances................ 39,830 32,410 72,240
------- ------- -------
Total shareholders' equity (deficit): ................ 39,830 29,620 69,450
------- ------- -------
Total liabilities and MascoTech, Inc. net investment
and advances........................................ $53,610 $40,540 $94,150
======= ======= =======
</TABLE>
F-22
<PAGE> 120
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE FISCAL QUARTERS ENDED MARCH 29, 1998 AND MARCH 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1997
Net sales................................... $ 62,382 $ 20,126 $ -- $ 82,508
Cost of sales............................... (54,889) (19,367) -- (74,256)
--------- -------- ------ ---------
Gross profit........................... 7,493 759 -- 8,252
Selling, general and administrative
expenses.................................. (4,628) (2,330) -- (6,958)
Michigan Single Business Tax................ (700) -- -- (700)
--------- -------- ------ ---------
Operating income (loss)................ 2,165 (1,571) -- 594
Other expense, net.......................... (1,879) (703) -- (2,582)
Equity in subsidiary earnings (loss)........ (1,674) -- 1,674 --
--------- -------- ------ ---------
Income (loss) before income taxes...... (1,388) (2,274) 1,674 (1,988)
Income tax provision (benefit).............. 120 (600) -- (480)
--------- -------- ------ ---------
Net income (loss)...................... $ (1,508) $ (1,674) $1,674 $ (1,508)
========= ======== ====== =========
1998
Net sales................................... $ 217,966 $ 37,090 $ -- $ 255,056
Cost of sales............................... (205,300) (31,419) -- (236,719)
--------- -------- ------ ---------
Gross profit........................... 12,666 5,671 -- 18,337
Selling, general and administrative
expenses.................................. (8,638) (3,866) -- (12,504)
Michigan Single Business Tax................ (772) -- -- (772)
--------- -------- ------ ---------
Operating income....................... 3,256 1,805 -- 5,061
--------- -------- ------ ---------
Other expense, net.......................... (3,380) (933) -- (4,313)
Equity in subsidiary earnings............... 450 -- (450) --
--------- -------- ------ ---------
Income before income taxes............. 326 872 (450) 748
Income tax provision (benefit).............. (52) 422 -- 370
--------- -------- ------ ---------
Net income............................. $ 378 $ 450 $ (450) $ 378
========= ======== ====== =========
</TABLE>
F-23
<PAGE> 121
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
COMBINING STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR COMBINED
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
1995
Net sales................................... $ 143,950 $ 72,180 $ -- $ 216,130
Cost of sales............................... (118,901) (59,859) -- (178,760)
--------- -------- ------ ---------
Gross profit........................... 25,049 12,321 -- 37,370
Selling, general and administrative
expenses.................................. (17,218) (8,012) -- (25,230)
Michigan Single Business Tax................ (1,500) -- -- (1,500)
--------- -------- ------ ---------
Operating income....................... 6,331 4,309 -- 10,640
Other expense, net.......................... (171) (229) -- (400)
--------- -------- ------ ---------
Income before income taxes............. 6,160 4,080 -- 10,240
Income tax provision........................ 2,180 1,640 -- 3,820
--------- -------- ------ ---------
Net income............................. $ 3,980 $ 2,440 $ -- $ 6,420
========= ======== ====== =========
1996
Net sales................................... $ 140,770 $ 87,490 $ -- $ 228,260
Cost of sales............................... (120,614) (71,896) -- (192,510)
--------- -------- ------ ---------
Gross profit........................... 20,156 15,594 -- 35,750
Selling, general and administrative
expenses.................................. (16,775) (9,465) -- (26,240)
Michigan Single Business Tax................ (1,510) -- -- (1,510)
--------- -------- ------ ---------
Operating income....................... 1,871 6,129 -- 8,000
Other expense, net.......................... (171) (1,209) -- (1,380)
--------- -------- ------ ---------
Income before income taxes............. 1,700 4,920 -- 6,620
Income tax provision........................ 640 2,160 -- 2,800
--------- -------- ------ ---------
Net income............................. $ 1,060 $ 2,760 $ -- $ 3,820
========= ======== ====== =========
FISCAL YEAR ENDED DECEMBER 28, 1997
Net sales................................... $ 463,141 $101,405 $ -- $ 564,546
Cost of sales............................... (420,999) (93,020) -- (514,019)
--------- -------- ------ ---------
Gross profit........................... 42,142 8,385 -- 50,527
Selling, general and administrative
expenses.................................. (24,572) (11,435) -- (36,007)
Michigan Single Business Tax................ (2,868) -- -- (2,868)
Restructuring costs......................... (2,000) -- -- (2,000)
--------- -------- ------ ---------
Operating income (loss)................ 12,702 (3,050) -- 9,652
Other expense, net.......................... (9,466) (2,934) -- (12,400)
Equity in subsidiary earnings (loss)........ (4,845) -- 4,845 --
--------- -------- ------ ---------
Loss before income taxes............... (1,609) (5,984) 4,845 (2,748)
Income tax provision (benefit).............. 1,364 (1,139) -- 225
--------- -------- ------ ---------
Net loss............................... $ (2,973) $ (4,845) $4,845 $ (2,973)
========= ======== ====== =========
</TABLE>
F-24
<PAGE> 122
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL QUARTER ENDED MARCH 29, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income (loss)............................. $ (72) $ 450 $ -- $ 378
Equity in earnings of subsidiaries............ 450 -- (450) --
Adjustments to reconcile net income (loss) to
net cash from (used for) operating
activities:
Depreciation............................... 2,158 1,329 -- 3,487
Amortization............................... 352 -- -- 352
(Increase) decrease in receivables......... 9,051 (8,049) -- 1,002
(Increase) decrease in inventory........... 64 -- -- 64
(Increase) decrease in prepaid expenses and
other assets............................. (1,210) 2,176 -- 966
Increase (decrease) in current
liabilities.............................. (13,772) 7,480 -- (6,292)
Other, net................................. 199 (315) (49) (165)
-------- ------- ----- --------
Net cash from (used for) operating
activities................................. (2,780) 3,071 (499) (208)
-------- ------- ----- --------
Investing activities:
Capital expenditures.......................... (895) (868) -- (1,763)
Acquisition of business, net.................. -- -- -- --
Investment in foreign subsidiaries............ -- -- -- --
Other, net.................................... -- -- -- --
-------- ------- ----- --------
Net cash used for investing activities........ (895) (868) -- (1,763)
-------- ------- ----- --------
Financing activities:
Intercompany.................................. (1,564) 1,564 -- --
Investment in subsidiaries.................... (210) 101 109 --
Equity in subsidiaries........................ (450) -- 450 --
Proceeds from long-term debt issues........... 96,778 -- -- 96,778
Payment of long-term debt..................... (70,000) -- -- (70,000)
Change in bank borrowings..................... (24,552) 2,469 -- (22,083)
Increase (decrease) in cash overdraft......... 1,839 -- -- 1,839
Sale of redeemable preferred stock............ -- -- -- --
Sale of common stock.......................... -- -- -- --
Other, net.................................... (321) (3) -- (324)
-------- ------- ----- --------
Net cash from financing activities............ 1,520 4,131 559 6,210
-------- ------- ----- --------
Effect of foreign exchange rate changes on
cash.......................................... (18) (698) (60) (776)
-------- ------- ----- --------
Cash:
Increase for the period....................... (2,173) 5,636 -- 3,463
Balance, beginning of period.................. 2,449 9,126 -- 11,575
-------- ------- ----- --------
Balance, end of period........................ $ 276 $14,762 $ -- $ 15,038
======== ======= ===== ========
</TABLE>
F-25
<PAGE> 123
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL QUARTER ENDED MARCH 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income (loss).......................... $ 166 $ (1,674) $ -- $ (1,508)
Equity in earnings of subsidiaries......... (1,674) -- 1,674 --
Adjustments to reconcile net income (loss)
to net cash from (used for) operating
activities:
Depreciation............................ 732 641 -- 1,373
Amortization............................ 343 -- -- 343
(Increase) decrease in receivables...... (13,193) (3,072) -- (16,265)
(Increase) decrease in inventory........ 742 36 -- 778
(Increase) decrease in prepaid expenses
and other assets...................... 636 586 -- 1,222
Increase (decrease) in current
liabilities........................... (3,805) 330 (33) (3,508)
Other, net.............................. 6,965 (759) (92) 6,114
--------- -------- ------- ---------
Net cash from (used for) operating
activities.............................. (9,088) (3,912) 1,549 (11,451)
--------- -------- ------- ---------
Investing activities:
Capital expenditures....................... (2,443) (203) -- (2,646)
Acquisition of business, net............... (106,691) (19,666) (6,004) (132,361)
Investment in foreign subsidiaries......... (13,043) -- 13,043 --
Other, net................................. (317) -- -- (317)
--------- -------- ------- ---------
Net cash used for investing
activities............................ (122,494) (19,869) 7,039 (135,324)
--------- -------- ------- ---------
Financing activities:
Intercompany............................... (21,251) 21,251 -- --
Investment in subsidiaries................. -- 7,005 (7,005) --
Equity in subsidiaries..................... 1,674 -- (1,674) --
Proceeds from long-term debt issues........ 70,000 -- -- 70,000
Change in bank borrowings.................. 45,895 (281) -- 45,614
Increase (Decrease) in cash overdraft...... (4,024) -- -- (4,024)
Sale of redeemable preferred stock......... 36,000 -- -- 36,000
Sale of common stock....................... 3,760 -- -- 3,760
Other, net................................. (94) (348) 91 (351)
--------- -------- ------- ---------
Net cash from financing activities...... 131,960 27,627 (8,588) 150,999
--------- -------- ------- ---------
Effect of foreign exchange rate changes on
cash....................................... -- (537) -- (537)
--------- -------- ------- ---------
Cash:
Increase for the period.................... 378 3,309 -- 3,687
Balance, beginning of period............... -- -- -- --
--------- -------- ------- ---------
Balance, end of period..................... $ 378 $ 3,309 $ -- $ 3,687
========= ======== ======= =========
</TABLE>
F-26
<PAGE> 124
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR MSXI
SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------ ------------- ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income (loss).......................... $ 1,872 $ (4,845) $ -- $ (2,973)
Equity in earnings of subsidiaries......... (4,845) 4,845 --
Adjustments to reconcile net income (loss)
to net cash from (used for) operating
activities:
Depreciation............................ 5,523 3,444 -- 8,967
Amortization............................ 892 -- 892
(Increase) decrease in receivables...... (28,394) (7,949) -- (36,343)
(Increase) decrease in inventory........ (310) 1 -- (309)
(Increase) decrease in prepaid expenses
and other assets...................... (828) (685) -- (1,513)
Increase (decrease) in current
liabilities........................... 32,558 (2,071) -- 30,487
Other, net.............................. 2,861 (285) -- 2,576
--------- -------- -------- ---------
Net cash from (used for) operating
activities.............................. 9,329 (12,390) 4,845 1,784
--------- -------- -------- ---------
Investing activities:
Capital expenditures....................... (7,433) (4,085) -- (11,518)
Acquisition of business, net............... (122,806) (30,327) (6,004) (159,137)
Investment in foreign subsidiaries......... (24,378) -- 24,378 --
Other, net................................. (8) 3 -- (5)
--------- -------- -------- ---------
Net cash used for investing activities..... (154,625) (34,409) 18,374 (170,660)
--------- -------- -------- ---------
Financing activities:
Intercompany............................... (30,610) 30,610 -- --
Investment in subsidiaries................. 8 19,385 (19,393) --
Equity in subsidiaries..................... 3,794 -- (3,794) --
Proceeds from long-term debt issues........ 70,000 -- -- 70,000
Payment of long-term debt.................. -- -- -- --
Change in bank borrowings.................. 66,275 7,124 -- 73,399
Decrease in cash overdraft................. (669) -- -- (669)
Sale of Redeemable Preferred Stock......... 36,000 -- -- 36,000
Sale of Common Stock....................... 3,800 -- -- 3,800
Other, net................................. (830) (76) (32) (938)
--------- -------- -------- ---------
Net cash from financing activities......... 147,768 57,043 (23,219) 181,592
--------- -------- -------- ---------
Effect of foreign exchange rate on cash...... (23) (1,118) -- (1,141)
--------- -------- -------- ---------
Cash:
Increase during the period................. 2,449 9,126 -- 11,575
Balance, beginning of period............... -- -- -- --
--------- -------- -------- ---------
Balance, end of period..................... $ 2,449 $ 9,126 $ -- $ 11,575
========= ======== ======== =========
</TABLE>
F-27
<PAGE> 125
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
COMBINING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR TSG
SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income............................................... $ 1,060 $ 2,760 $ 3,820
Adjustments to reconcile net income to net cash from
(used for) operating activities:
Depreciation and amortization......................... 2,373 2,597 4,970
Decrease in receivables, net.......................... 412 968 1,380
(Increase) decrease in inventory...................... 533 (3) 530
(Increase) decrease in prepaid expenses and other
assets.............................................. 630 (420) 210
Increase (decrease) in current liabilities............ 2,800 (2,790) 10
Other, net............................................ (1,537) (1,593) (3,130)
------- ------- -------
Net cash from (used for) operating activities............ 6,271 1,519 7,790
------- ------- -------
Investing activities:
Capital expenditures, net................................ (2,178) (2,592) (4,770)
------- ------- -------
Net cash used for investing activities................... (2,178) (2,592) (4,770)
Financing activities:
Increase in debt......................................... -- 650 650
Increase (decrease) in MascoTech net investment and
advances.............................................. (3,237) 7,347 4,110
Other, net............................................... (670) 60 (610)
------- ------- -------
Net cash from (used for) financing activities............ (3,907) 8,057 4,150
------- ------- -------
Effect of foreign exchange rate changes on cash............ -0- (1,900) (1,900)
------- ------- -------
Cash:
Increase for the year.................................... 186 5,084 5,270
At January 1............................................. 154 1,646 1,800
------- ------- -------
At December 31........................................... $ 340 $ 6,730 $ 7,070
======= ======= =======
</TABLE>
F-28
<PAGE> 126
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
COMBINING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR TSG
SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash from (used for):
Operating activities:
Net income.............................................. $ 3,980 $ 2,440 $ 6,420
Adjustments to reconcile net income to net cash from
(used for) operating activities:
Depreciation and amortization........................ 2,202 2,338 4,540
Decrease in receivables, net......................... (674) (11,976) (12,650)
(Increase) decrease in inventory..................... (1,008) 848 (160)
(Increase) decrease in prepaid expenses and other
assets............................................. (406) (534) (940)
Increase (decrease) in current liabilities........... (4,338) 5,268 930
Other, net........................................... 1,579 (799) 780
------- -------- --------
Net cash from (used for) operating activities........... 1,335 (2,415) (1,080)
------- -------- --------
Investing activities:
Capital expenditures.................................... (4,075) (4,325) (8,400)
Other, net.............................................. -- 110 110
------- -------- --------
Net cash used for investing activities.................. (4,075) (4,215) (8,290)
------- -------- --------
Financing activities:
Increase in debt........................................ -- 260 260
Payment of debt......................................... -- (80) (80)
MascoTech net investment and advances................... 3,002 8,688 11,690
Other, net.............................................. (680) -- (680)
------- -------- --------
Net cash from financing activities...................... 2,322 8,868 11,190
------- -------- --------
Effect of foreign exchange rate changes on cash........... -0- (1,560) (1,560)
------- -------- --------
Cash:
Increase (decrease) for the year........................ (418) 678 260
At January 1............................................ 572 968 1,540
------- -------- --------
At December 31.......................................... $ 154 $ 1,646 $ 1,800
======= ======== ========
</TABLE>
F-29
<PAGE> 127
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
GEOMETRIC RESULTS INCORPORATED -- SERVICES
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1996 AND AUGUST 31, 1997
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, AUGUST 31,
1995 1996 1997
------------ ------------ ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash investments............................... $ 4,416 $ 3,268 $ 6,334
Cash equivalent -- investment with Ford................. 12,080 14,012 50,044
Receivables............................................. 80,308 95,972 56,109
Prepaid expenses and other assets....................... 2,552 3,286 4,691
-------- -------- --------
Total current assets................................. 99,356 116,538 117,178
Property and equipment, net............................... 13,206 10,972 11,051
Deposits and other assets................................. 56 20 18
-------- -------- --------
Total assets......................................... $112,618 $127,530 $128,247
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft.......................................... $ 9,075 $ 18,348 $ 22,569
Accounts payable........................................ 54,652 46,081 35,331
Accrued payroll and benefits............................ 5,834 7,996 6,033
Accrued expenses........................................ 4,084 6,135 8,080
Line of credit from Ford................................ 5,948 2,717 4,852
-------- -------- --------
Total current liabilities............................ 79,593 81,277 76,865
Deferred income taxes..................................... 250 170 764
-------- -------- --------
Total liabilities.................................... 79,843 81,447 77,629
-------- -------- --------
Shareholders' equity:
Common stock and additional paid-in capital............... 3,780 3,780 3,780
Cumulative foreign currency translation adjustment........ (566) (434) (875)
Retained earnings......................................... 29,561 42,737 47,713
-------- -------- --------
Total shareholders' equity........................... 32,775 46,083 50,618
-------- -------- --------
Total liabilities and shareholders' equity........... $112,618 $127,530 $128,247
======== ======== ========
</TABLE>
F-30
<PAGE> 128
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
GEOMETRIC RESULTS INCORPORATED -- SERVICES
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
FOR THE EIGHT-MONTH PERIOD ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
FOR THE
FOR THE FOR THE EIGHT-MONTH
YEAR ENDED YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, AUGUST 31,
1995 1996 1997
------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net sales................................................ $550,398 $690,468 $431,134
Cost of sales............................................ 531,118 665,661 411,518
-------- -------- --------
Gross profit........................................ 19,280 24,807 19,616
Selling, general and administrative expenses............. 23,330 21,576 13,636
Michigan single business tax............................. 289 251 239
-------- -------- --------
Operating income (loss)............................. (4,339) 2,980 5,741
Other income, net........................................ 1,947 2,511 1,136
-------- -------- --------
Income (loss) before income taxes................... (2,392) 5,491 6,877
Income tax provision (benefit)........................... (411) 2,530 2,908
-------- -------- --------
Net income (loss)................................... $ (1,981) $ 2,961 $ 3,969
======== ======== ========
</TABLE>
F-31
<PAGE> 129
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
GEOMETRIC RESULTS INCORPORATED -- SERVICES
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND
FOR THE EIGHT-MONTH PERIOD ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
FOR THE
FOR THE FOR THE EIGHT-MONTH
YEAR ENDED YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, AUGUST 31,
1995 1996 1997
------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash from (used for):
Operating Activities:
Net income............................................ $ (1,981) $ 2,961 $ 3,969
Adjustments to reconcile net income to net cash from
(used for) operating activities:
Depreciation....................................... 3,922 5,111 3,960
(Gain) loss on disposal of assets.................. 74 481 8
Provision for doubtful accounts.................... (88) (62) (2)
Deferred income taxes.............................. (245) (101) 262
(Increase) decrease in receivables................. (43,759) (15,602) 39,865
(Increase) decrease in prepaid expenses and other
assets........................................... 2,472 (2,588) (1,071)
Increase (decrease) in accounts payable............ 37,421 (8,571) (10,750)
Increase (decrease) in accrued payroll and
benefits......................................... 1,445 2,162 (1,962)
Increase (decrease) in income taxes due to
parent........................................... (985) 4,618 2,192
Increase (decrease) in accrued expenses............ 1,301 (656) (248)
-------- -------- --------
Net cash from operating activities............... (423) (12,247) 36,223
-------- -------- --------
Investing activities:
Proceeds from sale of assets.......................... 125 333 --
Capital expenditures.................................. (6,601) (3,676) (4,047)
-------- -------- --------
Net cash used for investing activities........... (6,476) (3,343) (4,047)
-------- -------- --------
Financing activities:
Net borrowings on lines of credit from parent......... 960 (3,231) 2,135
Divisional equity transfer............................ 8,079 10,215 1,007
Increase in cash overdraft............................ 3,116 9,273 4,221
-------- -------- --------
Net cash from (used for) financing activities.... 12,155 16,257 7,363
-------- -------- --------
Effect of exchange rate changes on cash................. (65) 117 (441)
-------- -------- --------
Cash and cash investments:
Increase for the period............................... 5,191 784 39,098
At January 1.......................................... 11,305 16,496 17,280
-------- -------- --------
At August 31.......................................... $ 16,496 $ 17,280 $ 56,378
======== ======== ========
</TABLE>
F-32
<PAGE> 130
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
APX INTERNATIONAL
COMBINED BALANCE SHEET
AS OF DECEMBER 30, 1995 AND
COMBINING BALANCE SHEET
AS OF NOVEMBER 6, 1996
<TABLE>
<CAPTION>
AS OF
DECEMBER 30, AS OF NOVEMBER 6, 1996
1995 -----------------------------------------
------------ GUARANTOR NON-GUARANTOR APX
APX COMBINED SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash investments.................. $ 737 $ 39 $ 87 $ 126
Accounts receivable, net................... 36,369 32,555 2,053 34,608
Inventory.................................. 2,696 1,193 -- 1,193
Prepaid expenses and other current
assets.................................. 1,610 2,411 67 2,478
-------- -------- ------- --------
Total current assets.................... 41,412 36,198 2,207 38,405
Equipment, net............................... 5,970 3,451 650 4,101
Other........................................ 1,141 898 41 939
-------- -------- ------- --------
Total assets............................ $ 48,523 $ 40,547 $ 2,898 $ 43,445
======== ======== ======= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable........................... $ 4,365 $ 6,543 $ 43 $ 6,586
Accrued payroll and benefits............... 2,873 5,664 109 5,773
Accrued expenses........................... 3,571 5,030 298 5,328
-------- -------- ------- --------
Total current liabilities............... 10,809 17,237 450 17,687
Long-term liabilities:
Intercompany accounts...................... -- (3,704) 3,704 --
Capital leases............................. 772 505 -- 505
Due to affiliate........................... 42,171 34,004 -- 34,004
Other...................................... 1,063 234 -- 234
-------- -------- ------- --------
Total long-term liabilities............. 44,006 31,039 3,704 34,743
Stockholders' deficit:
Common stock............................... 371 132 239 371
Additional paid-in capital................. 10,990 10,990 -- 10,990
Cumulative foreign currency translation
adjustment.............................. 3 (2) 7 5
Accumulated deficit........................ (17,656) (18,849) (1,502) (20,351)
-------- -------- ------- --------
Total stockholders' deficit............. (6,292) (7,729) (1,256) (8,985)
-------- -------- ------- --------
Total liabilities and stockholders'
deficit............................... $ 48,523 $ 40,547 $ 2,898 $ 43,445
======== ======== ======= ========
</TABLE>
F-33
<PAGE> 131
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
APX INTERNATIONAL
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1995 AND
COMBINING STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 31, 1995 TO NOVEMBER 6, 1996
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED FOR THE PERIOD DECEMBER 31, 1995 TO
DECEMBER 30, NOVEMBER 6, 1996
1995 ---------------------------------------
------------ GUARANTOR NON-GUARANTOR APX
APX COMBINED SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales.................................... $140,234 $126,853 $8,197 $135,050
Cost of sales 133,116 118,566 8,554 127,120
-------- -------- ------ --------
Gross profit (loss)..................... 7,118 8,287 (357) 7,930
Selling, general and administrative
expenses................................... 7,299 7,357 528 7,885
Michigan Single Business Tax................. -- 806 -- 806
-------- -------- ------ --------
Operating profit (loss)................. (181) 124 (885) (761)
Other expense, net........................... (2,727) (2,126) (3) (2,129)
-------- -------- ------ --------
Loss before income tax benefit.......... (2,908) (2,002) (888) (2,890)
Income tax benefit........................... 114 195 -- 195
-------- -------- ------ --------
Net loss................................ $ (2,794) $ (1,807) $ (888) $ (2,695)
======== ======== ====== ========
</TABLE>
F-34
<PAGE> 132
MSX INTERNATIONAL, INC.
(INCLUDING ITS PREDECESSOR TSG)
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION WITH RESPECT TO MARCH 30, 1997 AND MARCH 29, 1998
AND FOR THE FISCAL QUARTERS THEN ENDED IS UNAUDITED)
(DOLLARS IN THOUSANDS UNLESS STATED OTHERWISE)
APX INTERNATIONAL
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 30, 1995 AND
COMBINING STATEMENT OF CASH FLOWS
FOR THE PERIOD DECEMBER 31, 1995 TO NOVEMBER 6, 1996
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED FOR THE PERIOD DECEMBER 31, 1995 TO
DECEMBER 30, NOVEMBER 6, 1996
1995 -----------------------------------------
------------ GUARANTOR NON-GUARANTOR APX
APX COMBINED SUBSIDIARIES SUBSIDIARIES COMBINED
------------ ------------ ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash from (used for):
Operating Activities:
Net loss.................................... $(2,794) $(1,807) $ (888) $(2,695)
Adjustments to reconcile net income to net
cash from (used for) operating
activities:
Depreciation and amortization............ 2,423 1,745 97 1,842
Loss on disposal of fixed assets......... 497 633 -- 633
Changes in assets and liabilities:
Accounts receivable...................... (1,317) 2,914 (1,153) 1,761
Inventory................................ 129 1,503 -- 1,503
Prepaid expenses and other current
assets................................. (501) (834) 170 (664)
Accounts payable......................... (98) 764 2 766
Accrued expenses......................... 1,267 3,980 (25) 3,955
------- ------- ------- -------
Net cash provided (used) by operating
activities.......................... (394) 8,898 (1,797) 7,101
------- ------- ------- -------
Investing Activities:
Purchases of equipment................... (747) (444) (162) (606)
------- ------- ------- -------
Financing activities:
Advances from affiliates................. 2,682 (9,969) 1,802 (8,167)
Capital lease payments................... (1,018) (394) -- (394)
Cash overdraft........................... -- 1,455 -- 1,455
Other.................................... 168 (164) 164 --
------- ------- ------- -------
Net cash from (used for) financing
activities.......................... 1,832 (9,072) 1,966 (7,106)
------- ------- ------- -------
Net increase (decrease) in cash............... 691 (618) 7 (611)
Cash, beginning of period..................... 46 657 80 737
------- ------- ------- -------
Cash, end of period........................... $ 737 $ 39 $ 87 $ 126
======= ======= ======= =======
</TABLE>
19. SUBSEQUENT EVENT
On April 14, 1998, the Company amended and restated the New Credit Facility
to add a $30 million term loan portion. On the same date, the Company borrowed
the full amount available under the term loan and used the funds to reduce
outstanding balances under the Revolving loan portion of the New Credit Facility
as amended and restated.
F-35
<PAGE> 133
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
MSX International, Inc.:
We have audited the accompanying combined balance sheet of APX
International as of November 6, 1996, and the related combined statements of
operations, stockholders' deficit and cash flows for the period December 31,
1995 to November 6, 1996. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 8, TAD Resources International, Inc. sold
substantially all of APX International subsequent to the balance sheet date. The
accompanying combined financial statements do not reflect the impact of this
transaction.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of APX International
as of November 6, 1996 and the combined results of their operations and their
cash flows for the period December 31, 1995 to November 6, 1996 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
November 10, 1997
F-36
<PAGE> 134
APX INTERNATIONAL
COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
NOVEMBER 6,
1996
-----------
(IN THOUSANDS)
<S> <C>
ASSETS
Current assets:
Cash................................................... $ 126
Accounts receivable, net of allowance for doubtful
accounts of $1,080.................................... 34,608
Inventory.............................................. 1,193
Prepaid expenses and other current assets.............. 2,478
--------
Total current assets.............................. 38,405
Equipment, net.............................................. 4,101
Other....................................................... 939
--------
Total Assets...................................... $ 43,445
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current liabilities:
Cash overdraft.................................... $ 2,705
Accounts payable.................................. 3,881
Accrued payroll and benefits...................... 5,773
Accrued expenses.................................. 3,651
Deferred revenue.................................. 858
Deferred taxes.................................... 114
Current portion of capital leases................. 705
--------
Total current liabilities.................... 17,687
Long-term obligations:
Capital leases.................................... 505
Due to affiliate.................................. 34,004
Other............................................. 234
--------
34,743
Stockholders' deficit
Common stock........................................... 371
Additional paid-in capital............................. 10,990
Cumulative foreign currency translation adjustments.... 5
Retained earnings (accumulated deficit)................ (20,351)
--------
Stockholders' deficit............................. (8,985)
--------
Total liabilities and stockholders'
deficit...................................... $ 43,445
========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-37
<PAGE> 135
APX INTERNATIONAL
COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD DECEMBER 31, 1995
TO NOVEMBER 6, 1996
--------------------------------
(IN THOUSANDS)
<S> <C>
Net sales................................................... $135,050
Cost of sales............................................... 127,120
--------
Gross profit........................................... 7,930
Selling, general and administration expenses................ 7,885
Michigan Single Business Tax................................ 806
--------
Operating loss......................................... (761)
Interest expense, net....................................... 2,129
--------
Loss before income tax benefit......................... (2,890)
Income tax benefit.......................................... 195
--------
Net loss............................................... $ (2,695)
========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-38
<PAGE> 136
APX INTERNATIONAL
COMBINED STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
FOR THE PERIOD DECEMBER 31, 1995 TO NOVEMBER 6, 1996
-----------------------------------------------------------------
RETAINED CUMULATIVE
EARNINGS FOREIGN
COMMON PAID-IN (ACCUMULATED TRANSLATION STOCKHOLDERS'
STOCK CAPITAL DEFICIT) ADJUSTMENTS DEFICIT
------ ------- ------------ ----------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995............. $371 $10,990 $(17,656) $3 $(6,292)
Net loss............................... (2,695) (2,695)
Translation adjustments, net........... 2 2
---- ------- -------- -- -------
Balance, November 6, 1996.............. $371 $10,990 $(20,351) $5 $(8,985)
==== ======= ======== == =======
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-39
<PAGE> 137
APX INTERNATIONAL
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 31, 1995
TO NOVEMBER 6, 1996
-------------------
(IN THOUSANDS)
<S> <C>
Operating activities:
Net loss.................................................. $(2,695)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 1,842
Loss on disposal of fixed assets....................... 633
Changes in assets and liabilities:
Accounts receivable.................................. 1,761
Inventory............................................ 1,503
Prepaid expenses and other current assets............ (664)
Accounts payable..................................... 766
Accrued expenses..................................... 4,326
Deferred revenue..................................... 458
Non-current liabilities.............................. (829)
-------
Net cash provided by operating activities............ 7,101
-------
Investing activities, purchases of equipment................ (606)
-------
Financing activities:
Advances from affiliates.................................. (8,167)
Capital lease payments.................................... (394)
Cash overdraft............................................ 1,455
-------
Net cash used in financing activities.................. (7,106)
-------
Net decrease in cash........................................ (611)
Cash, beginning of period................................... 737
-------
Cash, end of period......................................... $ 126
=======
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-40
<PAGE> 138
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND OPERATIONS
The business of APX International (the "Company") is to provide drafting,
design and other engineering-based services to primarily the automotive industry
in the United States and Europe. The Company also produces automotive body
parts. The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements. Such estimates and assumptions also affect the reported amounts of
revenue and expense during the reporting periods. Actual results may differ from
such estimates and assumptions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Preparation: The Company is affiliated with TAD Resources
International, Inc. ("TAD") through common stock ownership and management. The
Company is included in the combined financial statements of TAD Resources
International, Inc. and Affiliated Companies. The combined financial statements
of the Company are presented as of and for the period ending November 6, 1996.
Subsequent to November 6, 1996, the Company was sold by TAD to MascoTech
Automotive Systems Group, Inc. ("MASG"). These combined financial statements
include the accounts of the following companies and operations (collectively,
APX), all affiliated through common stock ownership and management that are
engaged in the similar lines of business:
Aero-Detroit, Inc. ("Aero Detroit")
Production Molded Composites Division
Landmark Holdings, Inc. ("Landmark")
Pioneer Acquisition Corporation ("Pioneer")
APX-U. K. (a branch operation of TAD Technical Services, Ltd.)
APX-Germany (a branch operation of TAD Technical Services, Ltd.)
APX International do Brasil Limitada (Brazil)
APX International GmbH (Germany)
Intercompany transactions and accounts have been eliminated.
b. Revenue and Cost Recognition: Revenues from fixed price contracts are
recognized on the percentage of completion method, measured by the percentage of
costs incurred to date to estimated total costs for each contract. Time and
material contracts are based on time incurred at agreed upon billing rates.
Contract costs include all direct material and labor costs and indirect
costs such as indirect labor, supplies, tools and repairs. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. Changes in fixed price contracts may result in revisions
to costs and income and are recognized in the period in which the revisions are
determined.
c. Inventories: Inventories are stated at the lower of cost or market. Cost
is determined using the first-in, first-out ("FIFO") method.
d. Advertising: Advertising costs are expensed as incurred and included in
operating expenses. Advertising expenses amount to $118,000 for 1996.
e. Property, Plant and Equipment: Equipment is stated at cost and is
depreciated on straight-line and accelerated methods over the estimated useful
lives or, in the case of capital leases, over the terms of the leases. Upon
retirement or disposal of property, plant and equipment, the cost and
accumulated depreciation are removed from the accounts and any gain or loss is
included in income. Repair and maintenance costs are charged to expense as
incurred.
F-41
<PAGE> 139
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Equipment as of November 6, 1996 consisted of the following:
<TABLE>
<S> <C>
Machinery and computer equipment............................ $ 3,515,000
Equipment under capital leases.............................. 4,841,000
Furniture and fixtures...................................... 1,111,000
Automobiles and trucks...................................... 41,000
Leasehold improvements...................................... 704,000
-----------
10,212,000
Less accumulated depreciation.......................... 6,111,000
-----------
$ 4,101,000
===========
</TABLE>
f. Other Assets: Excess of cost over value of assets acquired is being
amortized on the straight-line method over periods up to 40 years.
g. Translation of Foreign Currency: The financial statements of the foreign
subsidiaries and affiliates are translated into U. S. dollars using the current
exchange rate with the effects of translation adjustments deferred and included
as a component of stockholders' deficit. Revenues and expenses are translated at
the average rates of exchange during the period. Gains and losses on foreign
currency transactions are not significant.
h. Income Taxes: Pioneer and Landmark have elected Subchapter S Corporation
status of the Internal Revenue Code. Therefore, in lieu of Federal income taxes,
the shareholders are taxed on their proportionate share of the Company's taxable
income. Consequently, no provision or liability for Federal income taxes has
been included for these companies. Income tax expense and credits are computed
on a separate return basis. Deferred income taxes result principally from
temporary differences in the bases of assets and liabilities for tax and
reporting purposes for Pioneer and Landmark.
3. ACCOUNTS RECEIVABLE
Receivables arise from services provided pursuant to contracts or
agreements with customers for such services. The primary users of the Company's
services are manufacturers in the automotive industry. At November 6, 1996 and
for the period then ended, three customers, Ford Motor Company, Chrysler
Corporation and General Motors, accounted for approximately 60 percent of the
Company's accounts receivable balance and 62 percent of total sales for the
year.
Accounts receivable include both billed and unbilled receivables. Unbilled
receivables consist of $4,685,000 as of November 6, 1996 for services rendered
under fixed price contracts and $6,034,000 as of November 6, 1996 for services
rendered under time and materials contracts in excess of amounts already billed.
Billings on fixed price contracts generally can be rendered upon completion of
specified portions of work. All such billings can be rendered and should be
collected within the ensuing year. The Company generally does not bill in
advance of providing services.
F-42
<PAGE> 140
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. INCOME TAXES
<TABLE>
<CAPTION>
NOVEMBER 6, 1996
----------------
<S> <C>
Provision for income taxes, deferred........................ $ (195)
======
</TABLE>
<TABLE>
<CAPTION>
NOVEMBER 6, 1996
----------------
<S> <C>
Deferred tax assets (liabilities):
NOL carryforward....................................... $ 4,601
Property and equipment................................. (730)
Accrued liabilities.................................... 81
Accounts receivable.................................... 49
Other.................................................. 45
Deferred state taxes................................... (114)
Valuation allowance.................................... (4,046)
-------
Net deferred tax asset (liability)................... $ (114)
=======
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 31, 1995
TO NOVEMBER 6, 1996
-------------------
<S> <C>
U. S. federal statutory rate................................ 35.0%
Benefit at U. S. statutory rate............................. $ 474
Other....................................................... 18
Deferred state taxes........................................ (130)
Change in valuation allowance............................... (557)
------
Income tax benefit........................................ $ (195)
======
</TABLE>
Aero Detroit has available federal net operating loss carryforwards to
offset future taxable income, if any, of $13,147,876 expiring in the years 2003
to 2011. Michigan Single Business Tax paid during the period December 31, 1995
to November 6, 1996 was approximately $1,321,000.
5. RETIREMENT PLANS
The Company maintains a qualified cash or deferred compensation plan under
Section 401(k) of the Internal Revenue Code. Participation in this plan is
available to substantially all salaried employees and to certain groups of
hourly employees. Under the plan, employees may elect to defer up to 20 percent
of their annual wages, subject to the limitations of the Internal Revenue Code.
Third party administrative costs paid by the plan approximated $48,000 for 1996.
The Company has three defined contribution pension plans. Participation in
these plans is available to certain union employees. Company contributions to
the plans are based on a specified amount per hour based on the provisions of
the individual union's collective bargaining agreements. Company contributions
to the plans aggregated $506,272 in 1996.
The Company has two frozen defined benefit pension plans. One plan covers
certain IAMAW union employees under a multi-employer plan that was frozen in
1984. The other plan was frozen in 1988 and covers certain union and non-union
employees that were employed by Autodynamics Corporation of America, Inc., a
company acquired previously by Aero-Detroit. These plans are not administered by
the Company. Contributions are determined in accordance with the provisions of
the plans.
F-43
<PAGE> 141
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The Autodynamics plan status as of the most recently available period is as
of the plan years ended June 30, 1996 and is as follows:
<TABLE>
<S> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation................................. $ 212,000
==========
Accumulated benefit obligation............................ $ 739,000
==========
Projected benefit obligation................................ $1,027,000
Plan assets at fair value................................... 855,000
----------
Projected benefit obligation in excess of plan assets....... $ (172,000)
==========
Net pension cost:
Service cost.............................................. $ 60,000
Actual return on plan assets.............................. (55,000)
----------
Net pension cost..................................... $ 5,000
==========
</TABLE>
6. COMMITMENTS
Lease: Minimum lease commitments in effect at November 6, 1996, under all
noncancellable leases, including capital leases, are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
TOTAL LEASES LEASES
----- ------- ---------
<S> <C> <C> <C>
Year ended December:
1997.................................................. $ 6,750,000 $ 644,000 $ 6,106,000
1998.................................................. 4,525,000 143,000 4,382,000
1999.................................................. 3,253,000 10,000 3,243,000
2000.................................................. 2,948,000 9,000 2,939,000
2001.................................................. 3,678,000 -- 3,678,000
Thereafter............................................ -- -- --
----------- --------- -----------
$21,154,000 806,000 $20,348,000
=========== ===========
Less amount representing interest..................... (120,000)
---------
Present value of minimum payments..................... $ 686,000
=========
</TABLE>
Total rent expense paid under operating lease was $8,118,000 for the period
December 31, 1995 to November 6, 1996.
7. RELATED-PARTY TRANSACTIONS
a. Credit Arrangements: As of November 6, 1996, an affiliated company, TAD
Resources International, Inc. had revolving credit arrangements with certain
banks through June 1997. APX was a party to these agreements. Borrowings were
limited by a collateral formula based upon the level of qualified accounts
receivable. Collateral was provided to the bank by all accounts receivable
including those of APX, and the arrangement was guaranteed by all affiliated
companies, including those that form part of APX.
APX records its borrowings from affiliated companies as intercompany
advances. Total interest charged to APX by these affiliated companies was
$1,975,000 in 1996. The weighted average interest rate approximated 6.2%.
b. Operating Leases: The Company leases office space and equipment from
various affiliated companies. Rent expense disclosed in Note 6. includes
approximately $4,465,000 arising from such leases during 1996.
F-44
<PAGE> 142
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
c. Other: The Company was charged management fees from a related company of
approximately $362,000 in 1996.
8. SUBSEQUENT EVENT:
TAD entered into an agreement dated November 6, 1996, whereby TAD sold
substantially all of the assets and liabilities of Aero-Detroit, Landmark and
Pioneer to MASG. Also included in the sale were the APX-UK and APX-Germany
operations and all of the issued and outstanding shares of stock of APX
International do Brasil Limitada and APX International GmbH.
In early 1997, MASG sold the net assets of APX to MSX International, Inc.,
an affiliate of MascoTech, Inc. The sale price was in excess of book value.
No effect has been given to these transactions in the accompanying
financial statements.
F-45
<PAGE> 143
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
APX International
We have audited the accompanying combined balance sheet of APX
International (the Company) as of December 30, 1995, and the related combined
statements of income and stockholders' deficiency, and cash flows for the year
then ended. 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 audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of APX International
at December 30, 1995, and the combined results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Boston, Massachusetts
April 12, 1996
F-46
<PAGE> 144
APX INTERNATIONAL
COMBINED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 30, 1995
-----------------
(IN THOUSANDS)
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 737
Accounts receivable, net of allowance for doubtful
accounts of $171....................................... 36,369
Inventory................................................. 2,696
Prepaid expenses and other current assets................. 1,610
--------
Total current assets........................................ 41,412
Equipment, net.............................................. 5,970
Other....................................................... 1,141
--------
$ 48,523
========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Cash overdraft............................................ $ 1,250
Accounts payable.......................................... 3,115
Accrued payroll and benefits.............................. 2,873
Accrued expenses.......................................... 2,030
Deferred gain............................................. 400
Deferred taxes............................................ 309
Current portion of capital leases......................... 832
--------
Total current liabilities................................... 10,809
Long-term obligations:
Capital leases............................................ 772
Due to affiliate.......................................... 42,171
Other..................................................... 1,063
--------
Total long-term obligations................................. 44,006
Stockholders' deficiency:
Common stock.............................................. 371
Additional paid-in capital................................ 10,990
Foreign currency translation.............................. 3
Retained earnings (deficit)............................... (17,656)
--------
Total stockholders' deficiency.............................. (6,292)
--------
$ 48,523
========
</TABLE>
See accompanying notes to financial statements.
F-47
<PAGE> 145
APX INTERNATIONAL
COMBINED STATEMENT OF INCOME AND STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 30, 1995
-----------------
(IN THOUSANDS)
<S> <C>
Revenue from services....................................... $140,234
Cost of services............................................ 133,116
--------
7,118
Selling, general, and administrative expenses............... 7,299
--------
Operating loss.............................................. (181)
Interest expense............................................ 2,727
--------
Loss before income tax benefit.............................. (2,908)
Income tax benefit.......................................... (114)
--------
Net loss.................................................... (2,794)
Stockholders' deficiency at beginning of year............... (3,669)
Foreign currency translation adjustment..................... 3
Stockholders' equity of new affiliates...................... 168
--------
Stockholders' deficiency at end of year..................... $ (6,292)
========
</TABLE>
See accompanying notes to financial statements.
F-48
<PAGE> 146
APX INTERNATIONAL
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 30, 1995
-----------------
(IN THOUSANDS)
<S> <C>
OPERATING ACTIVITIES
Net loss.................................................... $(2,794)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................. 2,423
Loss on disposal of fixed assets.......................... 497
Changes in assets and liabilities:
Accounts receivable.................................... (1,317)
Inventory.............................................. 129
Prepaid expenses and other current assets.............. (501)
Accounts payable....................................... (98)
Accrued payroll and benefits........................... 881
Accrued expenses....................................... 786
Deferred revenue....................................... (400)
-------
Net cash used in operating activities....................... (394)
INVESTING ACTIVITY
Purchases of equipment...................................... (747)
-------
Net cash used in investing activity......................... (747)
FINANCIAL ACTIVITIES
Advances from affiliates.................................... 2,682
Capital lease payments...................................... (1,018)
Proceeds from issuance of stock by new affiliates........... 168
-------
Net cash provided by financial activities................... 1,832
-------
Net increase in cash........................................ 691
Cash at beginning of year................................... 46
-------
Cash at end of year......................................... $ 737
=======
</TABLE>
See accompanying notes to financial statements.
F-49
<PAGE> 147
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 30, 1995
1. ORGANIZATION AND OPERATIONS
The primary business of APX is to provide drafting, design and other
engineering-based services to primarily the automotive industry. The Company is
also in the business of producing automotive body parts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Preparation
APX is affiliated with TAD Resources International, Inc. through common
stock ownership and management. APX is included in the combined financial
statements of TAD Resources International, Inc. and Affiliated Companies. The
combined financial statements of APX have been prepared in connection with the
pending sale of the businesses of APX to two separate parties. These combined
financial statements include the accounts of the following companies and
operations (collectively, APX), all affiliated through common stock ownership
and management that are engaged in the similar lines of business:
Aero-Detroit, Inc.
Landmark Holdings, Inc.
Pioneer Acquisition Corporation
APX GmbH (Germany)
APX-U.K. (a branch operation of TAD Technical Services, Ltd.)
APX-Germany (a branch operation of TAD Technical Services, Ltd.)
Overseas Resources, Inc.
Wholly-owned subsidiaries of Aero-Detroit, Inc., TAAG, Inc. and C&D, Inc.
have not been consolidated with Aero-Detroit because they are in the same
business as TAD and will remain with the TAD group of companies. Aero-Detroit's
investment in TAAG and C&D are recorded on the cost basis and total $13,198,000.
TAAG and C&D will not be included in any proposed sale transaction, and
therefore, the investment has been excluded from these combined financial
statements. Amount due to affiliate has been reduced by this same amount as the
original investment was funded through borrowings from TAD.
Intercompany transactions and accounts have been eliminated.
The fiscal year end of APX is on the Saturday nearest to December 31.
Use of Estimates
The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue and Cost Recognition
Revenues from fixed price contracts are recognized on the percentage of
completion method, measured by the percentage of costs incurred to date to
estimated total costs for each contract. Time and material contracts are valued
at selling price based on billing rates.
Costs include all direct material and labor costs and indirect costs such
as indirect labor, supplies, tools and repairs. Provisions for estimated losses
on uncompleted contracts are made in the period in which such losses are
determined. Changes in fixed price contracts may result in revisions to costs
and income and are recognized in the period in which the revisions are
determined.
F-50
<PAGE> 148
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.
Advertising
Advertising costs are expensed as incurred and included in operating
expenses. Advertising expenses amounted to $209,000 for 1995.
Equipment and Depreciation
Equipment is stated at cost and are depreciated on straight-line and
accelerated methods over the estimated useful lives.
Equipment for 1995 consisted of the following:
<TABLE>
<S> <C>
Machinery and computer equipment............................ $ 3,923,000
Equipment under capitalized leases.......................... 5,474,000
Furniture and fixtures...................................... 1,421,000
Automobiles and trucks...................................... 72,000
Leasehold improvements...................................... 655,000
-----------
11,545,000
Less accumulated depreciation.......................... 5,575,000
-----------
$ 5,970,000
===========
</TABLE>
Other Assets
Excess of cost over value of assets acquired is being amortized on the
straight-line method over periods up to 40 years.
Translation of Foreign Currency
The financial statements of the foreign subsidiaries and affiliates are
translated into U.S. dollars using the exchange rate at each balance sheet date
for assets and liabilities, and a weighted average exchange rate for revenues
and expenses. The related translation adjustments are reported as a component of
stockholders' equity. Gains and losses on foreign currency transactions are not
significant.
Acquisitions
APX made acquisitions of stock and assets of two companies during 1995 and
the results of these acquisitions have been included from their respective dates
of acquisition. The effect of these acquisitions on the Company's results of
operations was not significant.
3. ACCOUNTS RECEIVABLE
Receivables arise from services provided pursuant to contracts or
agreements with customers for such services. Historically, losses due to
customers' inability to comply with the payment terms of their contracts or
agreements with the Company have not been significant. The primary users of the
Company's services are manufacturers in the automotive industry. At December 30,
1995 and for the year then ended, three customers, Ford Motor Company, Chrysler
Corporation and General Motors, accounted for approximately 60% of the Company's
accounts receivable balance and 73% of total revenues for the year.
F-51
<PAGE> 149
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Accounts receivable include both billed and unbilled receivables. Unbilled
receivables consist of $3,780,000 for services rendered under fixed price
contracts and $4,093,000 for services rendered under time and materials
contracts in excess of amounts already billed. Billings on fixed price contracts
generally can be rendered upon completion of specified portions of work. All
such billings can be rendered and should be collected within the ensuing year.
The Company generally does not bill in advance of providing services.
4. DEFERRED GAIN
In 1993, the Company entered into a sale/leaseback arrangement with a
related party. The Company sold fully depreciated machinery and equipment for
$2,000,000 to an affiliate. The proceeds for the sale have been recorded as a
deferred gain which will be amortized over a five-year period concurrent with
the related operating lease, accordingly, there is no impact on the results of
operations for the year ended December 30, 1995.
5. INCOME TAXES
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. The Company's deferred
tax liability of $309,000 is due to deferred income resulting from the use of
the cash method of accounting for tax reporting purposes.
The Company's benefit for income taxes for the year ended December 30, 1995
consists of deferred state taxes of $114,000.
Aero-Detroit files a consolidated tax return with its subsidiaries TAAG and
C&D. 1995 operating losses of Aero will be offset by taxable income of TAAG and
C&D; however, the accompanying financial statements do not reflect that benefit.
Pioneer and Landmark have elected Subchapter S Corporation status of the
Internal Revenue Code. Therefore, in lieu of Federal income taxes, the
shareholders are taxed on their proportionate share of the Company's taxable
income. Consequently, no provision or liability for Federal income taxes has
been included for these companies. Aero Detroit, Inc. has available Federal net
operating loss carryforwards to offset future taxable income, if any, of
$11,584,000 expiring in the years 2003-2010. Deferred tax assets arising from
net operating loss carryovers of Aero-Detroit are fully reserved due to the
uncertainty of future taxable income.
6. RETIREMENT PLANS
The Company maintains a qualified cash or deferred compensation plan under
section 401(k) of the Internal Revenue Code. Participation in this plan is
available to substantially all salaried employees and to certain groups of
hourly employees. Under the plan, employees may elect to defer up to 20% of
their annual wages, subject to the limitations of the Internal Revenue Code.
Third-party administrative plan costs approximated $91,000 for 1995.
The Company has three defined contribution pension plans. Participation in
these plans is available to certain union employees. Company contributions to
the plan are based on a specified amount per hour based on the provisions of the
individual union's collective bargaining agreement. Company contributions to the
plans aggregated $609,400 in 1995.
The Company has two frozen defined benefit pension plans. One plan covers
certain IAMAW union employees under a multi-employer plan that was frozen in
1984. The other plan was frozen in 1988 and covers certain union and non-union
employees that were employed by Autodynamics Corporation of America, Inc., a
company acquired previously by Aero-Detroit. These plans are not administered by
the Company. Contributions are determined in accordance with the provisions of
the plans.
F-52
<PAGE> 150
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The IAMAW union plan's actuarially computed value of vested benefits were
more than the net assets of the Plan as of August 1995. Therefore, the Company
would have a withdrawal liability of $1,264,000 if the Company were to withdraw
from the Plan. However, the Company has no present intention of withdrawing from
this plan, nor has the Company been informed that there is any intention to
terminate such plan. There were no Company contributions made to the plan in
1995.
The Autodynamics plan status as of the most recently available period is as
of the plan year ended June 30, 1995 and is as follows:
<TABLE>
<S> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.............................. $ 194,000
=========
Accumulated benefit obligation......................... $ 727,000
=========
Projected benefit obligation................................ 962,000
Plan assets at fair value................................... 861,000
---------
Projected benefit obligation in excess of plan assets....... $(101,000)
=========
Net pension cost:
Service cost........................................... $ 47,000
Actual return on plan assets........................... (67,000)
---------
Net pension cost (credit)................................... $ (20,000)
=========
</TABLE>
7. COMMITMENTS
Lease
Minimum lease commitments in effect at December 30, 1995, under all
noncancellable leases, including capital leases are as follows:
<TABLE>
<CAPTION>
OTHER
CAPITAL OPERATING
TOTAL LEASES LEASES
----- ------- ---------
<S> <C> <C> <C>
Year ended December:
1996................................ $ 7,942,000 $ 918,000 $ 7,024,000
1997................................ 6,750,000 644,000 6,106,000
1998................................ 4,525,000 143,000 4,382,000
1999................................ 3,253,000 10,000 3,243,000
2000................................ 2,948,000 9,000 2,939,000
Thereafter.......................... 3,678,000 -- 3,678,000
----------- ---------- -----------
$29,096,000 1,724,000 $27,372,000
=========== ===========
Less amount representing interest... (120,000)
----------
Present value of minimum payments... $1,604,000
==========
</TABLE>
Total rent expense paid under operating leases was $10,880,000 in 1995.
Deferred Compensation
The Company has deferred compensation agreements with certain present and
past officers and key employees of Pioneer. The principal costs of such plans
has been accrued over the period of active
F-53
<PAGE> 151
APX INTERNATIONAL
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
employment. To fund the majority of these plans, life insurance contracts were
purchased on the related employees. Net present value of future payments under
these agreements are as follows:
<TABLE>
<S> <C>
1996........................................................ $136,000
1997........................................................ 68,000
1998........................................................ 56,000
1999........................................................ 37,000
2000........................................................ 20,000
Thereafter.................................................. 32,000
--------
$349,000
========
</TABLE>
Other
Obligations under noncompetition agreements are $97,000, payable through
the year 2000.
8. RELATED-PARTY TRANSACTIONS
Credit Arrangements
An affiliated company, TAD Resources International, Inc. has revolving
credit arrangements with certain banks through June 1997. APX is a party to
these agreements. Borrowings are limited by a collateral formula based upon the
level of qualified accounts receivable. Security is provided to the bank by all
accounts receivable including those of APX, and the arrangement is guaranteed by
all affiliated companies, including those that form part of APX.
APX records borrowings as intercompany advances. Interest is charged to APX
at the same rate charged by the bank. Total interest charged to APX in 1995 was
$2,279,000.
Operating Leases
The Company leases office space and equipment from various companies
affiliated with APX. Rent expense disclosed in Note 7 includes approximately
$7,152,000 arising from these leases during 1995.
Other
The Company was charged management fees from a related company of $454,000
in 1995.
9. SUBSEQUENT EVENT
As of December 30, 1995, TAD Resources International, Inc. made a decision
to dispose of the businesses of APX. Subsequent to the end of the year, TAD
received offers from separate parties to acquire separately APX's drafting,
design and other engineering-based services business and APX's automotive body
parts production business. TAD is currently in negotiations with the potential
buyers.
F-54
<PAGE> 152
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
MSX International, Inc.
We have audited the accompanying consolidated carve-out balance sheets of
Geometric Results Incorporated -- Service ("GRI-Service"), a business unit of
Geometric Results Incorporated and subsidiaries, as of December 31, 1996 and
August 31, 1997 and the related consolidated carve-out statements of operations,
stockholder's equity and cash flows for each of the two years in the period
ended December 31, 1996 and for the eight-month period ended August 31, 1997.
These financial statements are the responsibility of GRI-Service's management.
Our responsibility is to express an opinion on these consolidated carve-out
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated carve-out financial statements referred to
above present fairly, in all material respects, the financial position of
GRI-Service as of December 31, 1996 and August 31, 1997 and the results of its
operations and its cash flows for the periods indicated above in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
March 4, 1998
F-55
<PAGE> 153
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND AUGUST 31, 1997
<TABLE>
<CAPTION>
1996 1997
---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 3,268 $ 6,334
Investment with parent.................................... 14,012 50,044
Accounts receivable -- trade:
From parent and other affiliates....................... 95,711 48,693
Other, net of allowance for doubtful accounts.......... 261 7,416
Deferred income taxes..................................... 151 483
Other..................................................... 3,135 4,208
-------- --------
Total current assets................................. 116,538 117,178
Property, plant and equipment, net.......................... 10,972 11,051
Deposits and other assets................................... 20 18
-------- --------
Total assets......................................... $127,530 $128,247
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Cash overdraft............................................ $ 18,348 $ 22,569
Lines of credit from parent............................... 2,717 4,852
Accounts payable -- trade:
To parent and other affiliates......................... 6,644 2,884
Other.................................................. 39,437 32,447
Accrued payroll, vacations, bonuses and incentives........ 7,996 6,033
Accrued income taxes...................................... 2,707 4,900
Other..................................................... 3,428 3,180
-------- --------
Total current liabilities............................ 81,277 76,865
Deferred income taxes....................................... 170 764
-------- --------
Total liabilities.................................... 81,447 77,629
Commitments and contingencies
Stockholder's equity:
Common stock ($1 par value; authorized 10,000 shares; 10
shares issued and outstanding) and paid-in capital..... 3,780 3,780
Foreign currency translation adjustment................... (434) (875)
Retained earnings (Note 2)................................ 42,737 47,713
-------- --------
Total stockholder's equity........................... 46,083 50,618
-------- --------
Total liabilities and stockholder's equity........... $127,530 $128,247
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated carve-out
financial statements.
F-56
<PAGE> 154
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995, 1996 AND
FOR THE EIGHT-MONTH PERIOD ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenue:
Contract services......................................... $547,333 $689,516 $429,891
Other..................................................... 3,065 952 1,243
-------- -------- --------
550,398 690,468 431,134
-------- -------- --------
Cost of revenue:
Subcontract costs......................................... 455,095 588,198 358,948
Salaries, wages and benefits.............................. 39,514 45,898 32,304
Other direct costs........................................ 36,509 31,565 20,266
-------- -------- --------
531,118 665,661 411,518
-------- -------- --------
Gross profit.............................................. 19,280 24,807 19,616
General and administrative expense.......................... 23,330 21,576 13,636
Michigan Single Business Tax................................ 289 251 239
-------- -------- --------
Income (loss) from operations.......................... (4,339) 2,980 5,741
Interest income, net of expense............................. 675 1,373 1,166
Other income (expense), net................................. (528) 1,138 (30)
Sale of certain contracts................................... 1,800 -- --
-------- -------- --------
Income (loss) from operations before income taxes...... (2,392) 5,491 6,877
Provision (benefit) for income taxes........................ (411) 2,530 2,908
-------- -------- --------
Net income (loss)...................................... $ (1,981) $ 2,961 $ 3,969
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated carve-out
financial statements.
F-57
<PAGE> 155
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
AND THE EIGHT-MONTH PERIOD ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY
COMMON PAID-IN TRANSLATION RETAINED
STOCK CAPITAL ADJUSTMENT EARNINGS TOTAL
------ ---------- ----------- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994..................... $-- $3,780 $ (508) $23,463 $26,735
Divisional equity transfer from PPD............ -- -- -- 8,079 8,079
Net loss....................................... -- -- -- (1,981) (1,981)
Foreign currency translation adjustment........ -- -- (58) -- (58)
--- ------ ------ ------- -------
Balance, December 31, 1995..................... -- 3,780 (566) 29,561 32,775
Divisional equity transfer from PPD............ -- -- -- 10,215 10,215
Net income..................................... -- -- -- 2,961 2,961
Foreign currency translation adjustment........ -- -- 132 -- 132
--- ------ ------ ------- -------
Balance, December 31, 1996..................... $-- $3,780 $ (434) $42,737 $46,083
Divisional equity transfer from PPD............ -- -- -- 1,007 1,007
Net income..................................... -- -- -- 3,969 3,969
Foreign currency translation adjustment........ -- -- (441) -- (441)
--- ------ ------ ------- -------
Balance, August 31, 1997....................... $-- $3,780 $ (875) $47,713 $50,618
=== ====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated carve-out
financial statements.
F-58
<PAGE> 156
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED CARVE-OUT STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996 AND FOR THE EIGHT-MONTH PERIOD
ENDED AUGUST 31, 1997
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................... $ (1,981) $ 2,961 3,969
Adjustments to reconcile net income (loss) to net cash
used in operations:
Depreciation...................................... 3,922 5,111 3,960
(Gain) loss on disposal of assets................. 74 481 8
Provision for doubtful accounts................... (88) (62) (2)
Deferred income taxes............................. (245) (101) 262
Changes in assets and liabilities:
Accounts receivable............................. (43,759) (15,602) 39,865
Other assets.................................... 2,472 (2,588) (1,071)
Accounts payable -- trade....................... 37,421 (8,571) (10,750)
Accrued payroll, vacation, bonuses and
incentives................................... 1,445 2,162 (1,962)
Income taxes, due to/from parent................ (985) 4,618 2,192
Other current liabilities....................... 1,301 (656) (248)
-------- -------- --------
Net cash provided by (used in) operations......... (423) (12,247) 36,223
-------- -------- --------
Cash flows from investing activities:
Proceeds from sale of assets........................... 125 333 --
Capital expenditures................................... (6,601) (3,676) (4,047)
-------- -------- --------
Net cash used in investing activities............. (6,476) (3,343) (4,047)
-------- -------- --------
Cash flows from financing activities:
Net borrowings on lines of credit from parent.......... 960 (3,231) 2,135
Divisional equity transfer (Note 2).................... 8,079 10,215 1,007
Increase in cash overdraft............................. 3,116 9,273 4,221
-------- -------- --------
Net cash provided by financing activities......... 12,155 16,257 7,363
-------- -------- --------
Effect of exchange rate changes on cash................ (65) 117 (441)
-------- -------- --------
Net increase in cash and equivalents.............. 5,191 784 39,098
-------- -------- --------
Cash and equivalents at beginning of year.............. 11,305 16,496 17,280
-------- -------- --------
Cash and equivalents at end of year............... $ 16,496 $ 17,280 $ 56,378
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated carve-out
financial statements.
F-59
<PAGE> 157
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. DESCRIPTION OF BUSINESS:
Business
The accompanying consolidated financial statements represent the carve-out
of certain operations of Ford Motor Company ("Ford"). Such carve-out financial
statements comprise the Service Business ("GRI-Service") of Geometric Results
Incorporated and subsidiaries' ("GRI"). GRI was created to provide contract
administrative and professional services that Ford, GRI-Service's former parent,
and its subsidiaries have historically outsourced and to compete for such
contracts on an arm's length basis. GRI also, through its Industrial Power
Products Division ("PPD"), is engaged in the sale, marketing and servicing of
Ford industrial and marine engines, transmissions, parts and components.
GRI-Service consists of five lines:
- Purchasing Services, including PeopleNet (in-client labor process
management) and AdTeam (training and procurement consulting management);
- Automotive Process Management, focusing on warranty, dealer and customer
support services;
- Training Services, emphasizing training, process management,
instructional system design and training delivery;
- Enterprise Imaging, providing electronic imaging of text documents and
engineering drawings via internet/intranet technologies; and
- Diversified Document Services, principally printing and mailroom
operations.
The largest revenue generating GRI-Service line is purchasing services,
which contributed 85%, 87% and 84% of total GRI-Service revenues in 1995 and
1996, and for the eight-month period ended August 31, 1997, respectively.
GRI-Service has established wholly-owned subsidiaries in Spain, Great Britain,
Germany, Mexico, Canada, Australia and New Zealand. The subsidiaries are engaged
in the same activities as GRI-Service. Foreign subsidiary assets accounted for
approximately 18% and 20% of total GRI-Service assets as of December 31, 1996
and August 31, 1997, respectively.
On August 31, 1997, MSX International (Holdings), Inc. a Delaware
corporation ("MSXI"), purchased GRI, pursuant to a Stock Purchase Agreement (the
"Agreement") dated July 25, 1997 by and among Ford and MSXI. GRI's PPD was not a
part of this sale, therefore, the accompanying consolidated financial statements
reflect only the "carve-out" balance sheets, statements of operations,
stockholders' equity and cash flows of GRI-Service for the periods presented.
The consolidated carve-out financial statements have been prepared as if
GRI-Service had operated as a stand-alone entity for all periods presented, and
include those assets, liabilities, revenues and expenses directly attributable
to the GRI-Service operations. Certain corporate, general and administrative
expenses have been allocated to GRI-Service from Ford on various bases which, in
the opinion of management, are reasonable. GRI-Service in turn allocates certain
corporate, general and administrative expenses to PPD on various bases which, in
the opinion of management, are reasonable. The financial statements exclude
certain corporate, general and administrative expenses that have been allocated
by GRI-Service to PPD. Such expenses and allocations are not necessarily
indicative of, and it is not practical for management to estimate, the nature
and level of expenses which might have been incurred had GRI-Service been
operating as a separate company. Under the terms of an interim agreement, GRI-
Service will continue to provide PPD certain services for which it will bill PPD
directly. The sale of GRI-Service will limit and eventually eliminate
GRI-Service's ability to allocate expenses to PPD, which amounts are material to
the results of operations of GRI-Service. For the years ended December 31, 1995
and 1996 and for the eight-month period ended August 31, 1997, these allocated
costs were $4,113, $5,207 and $3,397,
F-60
<PAGE> 158
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
respectively. The amounts that will be incurred on a separate company basis
could differ significantly from allocated amounts due to economies of scale,
differences in management and/or operational practices or other factors. The
financial information included herein does not purport to be indicative of the
financial position and results of operation of GRI-Service had it operated as a
stand-alone entity during the periods covered, and may not be indicative of
future operations or financial position.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation and Basis of Presentation
The accompanying financial statements include the accounts of GRI-Service
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.
Included in the retained earnings of GRI-Service is the divisional equity
transfer from PPD which represents the difference between all expenses paid by
GRI-Service on behalf of PPD or allocated to PPD by GRI-Service and all cash
transferred to GRI-Service by PPD since its acquisition. Expenses paid by GRI-
Service or allocated to PPD are not settled with GRI-Service and become a
permanent component of the divisional equity transfer. Cash generated by PPD is
utilized by GRI-Service on a daily basis. At December 31, 1996 and August 31,
1997, the cumulative divisional equity transfer that is included in GRI-
Service's retained earnings was approximately $26,821 and $27,828, respectively.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Concentration of Credit Risk
As previously stated, GRI-Service's principal customer is Ford. The loss of
this business would have a severe impact on GRI-Service.
Cash Equivalent -- Investment with Parent
Prior to August 31, 1997, GRI-Service invested excess cash with Ford. As
the funds were readily accessible by GRI-Service, the investment with Ford was
considered a cash equivalent. Such balances were approximately $14,012 and $498
at December 31, 1996 and August 31, 1997, respectively. The investment bore
interest at the published floating short-term rate established by Ford which was
5.3% and 5.5% at December 31, 1996 and August 31, 1997, respectively. Accrued
interest receivable at December 31, 1996 and August 31, 1997 was $130 and $146,
respectively.
F-61
<PAGE> 159
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
Property, Plant and Equipment
Depreciation of property, plant and equipment is computed using the
straight-line method based upon the following useful lives:
<TABLE>
<S> <C>
Office furniture, fixtures and equipment.................... 1 - 5 years
Computer equipment and purchased software................... 3 - 5 years
Tooling..................................................... 5 years
Automobiles................................................. 3 years
Machinery and equipment..................................... 20 years
Buildings and improvements.................................. 36 years
</TABLE>
Leasehold improvements are amortized on a straight-line basis over their
estimated useful lives or the term of the lease, whichever is less. When
depreciable assets are retired or sold, the cost and related allowance for
depreciation are removed from the accounts and the resulting gain or loss is
reflected in earnings.
Income Taxes
Prior to August 31, 1997, GRI-Service's accounts were included in Ford's
consolidated federal and principal combined state income tax returns. In
connection with this arrangement, GRI-Service had a tax allocation agreement
with Ford whereby they provided for income taxes on a separate return basis and
paid to or received from Ford those amounts which would have otherwise been due
to or from the applicable tax authority. Under this agreement, losses could be
carried forward to offset future taxable income. Income taxes payable to Ford as
of December 31, 1996 and August 31, 1997 were $1.9 million and $3.1 million,
respectively.
Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is the tax payable for the period and the change during the
period in deferred tax assets and liabilities.
Foreign earnings are considered permanently invested outside the United
States. Repatriation of these earnings to the United States would result in
additional taxes.
Foreign Currency Translation
All balance sheet accounts of foreign subsidiaries are translated at the
current exchange rate as of the end of the accounting period. Income statement
items are translated at average currency exchange rates. The resulting
translation adjustment is recorded as a separate component of stockholder's
equity. Transaction gains and losses included in income were not significant in
1995, 1996 or for the eight-month period ended August 31, 1997.
Revenue Recognition
GRI-Service recognizes contract services revenue and related direct costs
as the services are provided.
New Accounting Pronouncements
In June 1997, the FASB issued Statement of Financial Accountings Standards
No. 130 "Comprehensive Income" ("SFAS No. 130") and Statement of Financial
Accounting Standards No. 131 "Disclosure about Segments of an Enterprise and
Related Information" ("SFAS No. 131"). SFAS No. 130 establishes
F-62
<PAGE> 160
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. Comprehensive income is
defined as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. SFAS No.
131 requires publicly-held companies to report financial and other information
about key revenue-producing segments of the entity for which such information is
available and is utilized by the chief operating decision maker. Specific
information to be reported for individual segments includes profit or loss,
certain revenue and expense items and total assets. The impact of adopting SFAS
No. 130 and SFAS No. 131, both effective for the GRI-Service in 1998, has not
yet been determined.
Reclassification
Certain prior year amounts have been reclassified to conform with the
current year presentation.
3. RELATED PARTY TRANSACTIONS:
For 1995, 1996 and for the eight-month period ended August 31, 1997,
substantially all contract service revenue and other income were earned from
transactions with Ford. Additionally, substantially all of the interest income
is earned from and expense is paid to Ford.
GRI-Service has historically purchased telephone, insurance, and various
other services from Ford, which amounted to $1,622, $2,780 and $2,053 in 1995,
1996 and for the eight-month period ended August 31, 1997, respectively.
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment is comprised of the following at December 31,
1996 and August 31, 1997:
<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Land and improvements.................................... $ 163 $ 163
Building and improvements................................ 1,440 1,682
Machinery and equipment.................................. 6,204 6,269
Leasehold improvements................................... 3,794 3,608
Office furniture, fixtures and equipment................. 4,249 4,389
Computer equipment and purchased software................ 12,318 14,919
Tooling.................................................. 433 381
Automobiles.............................................. 215 416
-------- --------
28,816 31,827
Less accumulated depreciation and amortization........... (17,844) (20,776)
-------- --------
$ 10,972 $ 11,051
======== ========
</TABLE>
F-63
<PAGE> 161
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
5. COMMITMENTS AND CONTINGENCIES:
GRI-Service leases certain office space, furniture, fixtures and equipment
under operating leases with renewal options of one to three years and rent
escalation clauses generally in accordance with the consumer price index.
Pursuant to the Agreement, GRI-Service will assume certain of the leases. The
related lease expense for 1995 and 1996 and for the eight-month period ended
August 31, 1997 was $3,609 and $3,574 and $2,794, respectively. Minimum future
rental payments under the assumed operating leases are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, RENTS
- ------------------------ -----
<S> <C> <C>
1997 (four months)................................................ $ 1,960
1998.............................................................. 4,391
1999.............................................................. 2,714
2000.............................................................. 2,124
2001.............................................................. 3,966
-------
$15,155
=======
</TABLE>
Litigation
GRI-Service is subject to legal proceedings, claims and liabilities which
arise in the normal course of business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not have a material
impact on the financial position, results of operations and cash flows of
GRI-Service.
6. SHORT-TERM DEBT:
In April 1996 a line of credit for European operations was established with
an affiliate of GRI-Service for a term of three years. Such agreement provides
for advances against certain dealer maintenance and servicing accounts
receivable, bearing interest at the prevailing European bank rate of 6.25% plus
1.66%. Principal is due when GRI-Service receives payment from its customers and
simple interest is due monthly in arrears. At August 31, 1997, approximately
$4,852 was outstanding under this agreement.
7. EMPLOYEE BENEFIT PLANS:
GRI-Service has various employee benefit plans, including a profit sharing
plan for U.S. employees and various management and executive incentive plans
under which employees meeting certain eligibility tests can earn, at the
discretion of the Board of Directors, additional compensation. Such additional
compensation, if any, is determined on an annual basis.
GRI-Service has an employee savings plan (401(k) plan) for all permanent,
U.S. employees who are at least 21 years of age and have one year of service (as
defined). GRI-Service contributions to the plan are made strictly at the
discretion of the Board of Directors and are allocated to participant accounts
on a pro rata basis based on participant age and salary. Participants may make
voluntary contributions to the plan, subject to federal limitations, up to 15%
of their compensation (as defined).
For the years ended December 31, 1995 and 1996 and for the eight-month
period ended August 31, 1997 GRI-Service provided $2,487, $4,499 and $3,230,
respectively, relating to these plans.
F-64
<PAGE> 162
GEOMETRIC RESULTS INCORPORATED -- SERVICE
(A FORMER BUSINESS UNIT OF GEOMETRIC RESULTS INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS)
8. INCOME TAXES:
The provision (benefit) for income taxes for the years ended December 31,
1995 and 1996 and for the eight-month period ended August 31, 1997 include the
following:
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Federal:
Current............................................ $ (268) $ 1,555 $1,046
Deferred........................................... (201) (93) 241
State and local:
Current............................................ (46) 52 96
Deferred........................................... (44) (8) 20
Foreign, current..................................... 148 1,019 1,505
------ ------- ------
Total......................................... $ (411) $ 2,530 $2,908
====== ======= ======
</TABLE>
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to a
significant portion of the deferred tax liability and deferred tax asset and
their approximate tax effects are as follows:
<TABLE>
<CAPTION>
1996 1997
---------------------------- ----------------------------
NET DEFERRED NET DEFERRED NET DEFERRED NET DEFERRED
TAX ASSET TAX LIABILITY TAX ASSET TAX LIABILITY
CURRENT NON-CURRENT CURRENT NON-CURRENT
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Depreciation.................................. $ -- $(265) $ -- $(859)
Incentives.................................... -- 95 -- 95
Unbilled revenue.............................. (279) -- -- --
Bad debts..................................... 6 -- 18 --
Accrued vacation.............................. 415 -- 446 --
Other, net.................................... 9 -- 19 --
----- ----- ----- -----
Net asset (liability).................... $ 151 $(170) $ 483 $(764)
===== ===== ===== =====
</TABLE>
Management has determined that a valuation allowance for the net deferred
tax asset is not necessary based on GRI-Service's history of increasing earnings
allowing GRI-Service, in the event of future losses, to carry back and recover
the majority of its deferred tax assets from refunds of taxes paid in prior
years.
For the years ended December 31, 1995 and 1996, and for the eight-month
period ended August 31, 1997, GRI-Service has cumulative undistributed foreign
tax-based earnings of approximately $7,541 and $8,051 and $12,207, respectively.
It is the intent of GRI-Service to permanently reinvest these earnings. U.S.
income tax has been provided on approximately $1,891, $3,791 and $4,763 for the
years ended December 31, 1995 and 1996 and for the eight-month period ended
August 31, 1997, respectively, which, under U.S. tax law, represent constructive
dividends. In the event the remaining earnings of approximately $5,650, $4,260
and $7,444 for the years ended December 31, 1995 and 1996 and for the
eight-month period ended August 31, 1997, respectively, are distributed,
GRI-Service will be subject to U.S. income taxes.
9. SALE OF CERTAIN CONTRACTS:
During 1995, GRI-Service sold the assets and certain liabilities of
selected contracts in Great Britain. Accordingly, the net gain of $1,800 has
been included in other income.
F-65
<PAGE> 163
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE AS OF WHICH INFORMATION
IS GIVEN IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 4
Prospectus Summary..................... 5
Risk Factors........................... 17
Use of Proceeds........................ 23
Capitalization......................... 24
Pro Forma Financial Data............... 25
Selected Financial and Other Data...... 30
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 31
Business............................... 40
Management............................. 50
Principal Stockholders................. 53
Certain Relationships and Related
Transactions......................... 53
Description of Capital Stock........... 56
Description of Certain Other
Indebtedness......................... 58
The Exchange Offer..................... 60
Description of Notes................... 66
United States Federal Income Tax
Consequences......................... 94
Plan of Distribution................... 95
Legal Matters.......................... 95
Experts................................ 96
Index to Consolidated Financial
Statements........................... F-1
</TABLE>
UNTIL , 1998 (90 DAYS AFTER THE DATE HEREOF), ALL DEALERS EFFECTING
TRANSACTIONS IN THE EXCHANGE NOTES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
======================================================
======================================================
$100,000,000
MSX INTERNATIONAL, INC.
11 3/8% SENIOR SUBORDINATED NOTES
DUE 2008
MSX INTERNATIONAL, INC. LOGO
------------
PROSPECTUS
--, 1998
------------
======================================================
<PAGE> 164
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding
(except actions by or in the right of the corporation) by reason of the fact
that such person is or was a director or officer of the corporation against all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may similarly indemnify such person for expenses
actually and reasonably incurred by him in connection with the defense or
settlement of any action or suit by or in the right of the corporation, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in the case of
claims, issues and matters as to which such person shall have been adjudged
liable to the corporation, provided that a court shall have determined, upon
application, that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provisions
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (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 knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction form which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
which such provision becomes effective.
Article FOUR, Section 1 of the Company's By-laws provides as follows:
"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, by reason of the fact that he is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving or
has agreed to serve at the request of the Corporation as a Director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a
party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become
an employee or agent of the Corporation, or is or was serving or has agreed
to serve at the request of the Corporation as an 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 or on his behalf
in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; except that in the case of an action or
suit by or in the right of the Corporation to procure a judgment in its
favor (1) such indemnification shall be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the
defense or settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Delaware Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such
other court shall deem proper.
<PAGE> 165
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 did not act in good
faith and in a manner which he reasonably believed to be in or not apposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful."
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<C> <C> <S>
*3.1 -- Restated Certificate of Incorporation of the Company.
*3.2 -- Amended and Restated By-laws of the Company.
**4.1 -- Indenture dated as of January 15, 1998 by and between the
Company, the Subsidiary Guarantors and IBJ Schroder Bank &
Trust Company, as trustee, in respect of the 11 3/8% Senior
Subordinated Notes due 2008.
**4.2 -- Form of Exchange Notes.
**4.3 -- Registration Agreement dated as of January 16, 1998 by and
among the Company, the Subsidiary Guarantors and Salomon
Brothers Inc, Lehman Brothers Inc. and First Chicago Capital
Markets, Inc.
*5.1 -- Opinion of Davis Polk & Wardwell as to the validity of the
Exchange Notes.
*10.1 -- Stockholders' Agreement dated as of January 3, 1997 among
the Company, MascoTech, Inc. ("MascoTech"), Citicorp Venture
Capital, Ltd. ("CVC") and certain executive officers and
directors of the Company.
*10.2 -- Registration Rights Agreement dated as of January 3, 1997
among the Company, CVC, MascoTech and certain executive
officers and directors of the Company.
*10.3 -- Credit Agreement dated as of January , 1998 among the
Company, the Subsidiary Guarantors and NBD Bank.
10.4 -- Master Vendor Agreement dated as of August 31, 1997 between
the Company and Ford Motor Company ("Ford").
10.5 -- Master Supply Agreement dated as of August 31, 1997 between
the Company and Ford.
*10.6 -- MascoTech Subscription Agreement dated as of January 3, 1997
between the Company and MascoTech.
*10.7 -- CVC Subscription Agreement dated as of January 3, 1997
between the Company and CVC.
*10.8 -- Management Subscription Agreement dated as of January 3,
1997 between the Company and certain executive officers of
the Company.
*10.9 -- Stock Purchase Agreement dated as of July 25, 1997 between
MSX International (Holdings), Inc. and Ford.
*10.10 -- Acquisition Agreement dated as of November 12, 1996 among
the Company, MascoTech and ASG Holdings Inc.
*10.11 -- Employment Agreement dated as of January 3, 1997 between the
Company and Ralph L. Miller.
*10.12 -- Employment Agreement dated as of January 3, 1997 between the
Company and Frederick K. Minturn.
*10.13 -- Employment Agreement dated as of August 28, 1997 between the
Company and Don Springer.
*12.1 -- Statement re: Computation of Ratio of Earnings to Fixed
Charges.
*21.1 -- Subsidiaries of the Company.
**23.1 -- Consent of Coopers & Lybrand L.L.P.
**23.2 -- Consent of Coopers & Lybrand L.L.P.
**23.3 -- Consent of Coopers & Lybrand L.L.P.
**23.4 -- Consent of Ernst & Young LLP
*23.5 -- Consent of Davis Polk & Wardwell (contained in Exhibit 5.1).
*25.1 -- Statement of eligibility of Trustee on Form T-1.
*99.1 -- Letter of Transmittal.
*99.2 -- Notice of Guaranteed Delivery.
*99.3 -- Instruction to Registered Holder and/or Book-entry transfer
of Participant.
</TABLE>
II-2
<PAGE> 166
<TABLE>
<C> <C> <S>
*99.4 -- Form of Letter to Clients.
*99.5 -- Form of Letter to Registered Holders and Depository Trust
Company Participants.
</TABLE>
- -------------------------
* To be filed by amendment
** Previously filed
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(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 the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(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.
(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) 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.
(c) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4,
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.
(d) 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.
II-3
<PAGE> 167
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
MSX INTERNATIONAL, INC.
By: *
------------------------------------
Erwin H. Billig
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer; Chairman of the Board of
- ------------------------------------------ Directors
Erwin H. Billig
* Special Assistant to the Chairman of the Board;
- ------------------------------------------ Director
Ralph L. Miller
/s/ FREDERICK K. MINTURN Executive Vice President; Chief Financial Officer
- ------------------------------------------
Frederick K. Minturn
* Director
- ------------------------------------------
Richard A. Manoogian
* Director
- ------------------------------------------
Richard M. Cashin, Jr.
* Director
- ------------------------------------------
Michael A. Delaney
* Director
- ------------------------------------------
David E. Cole
* Director
- ------------------------------------------
Lee Gardner
</TABLE>
* by power of attorney
II-4
<PAGE> 168
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
GEOMETRIC RESULTS INCORPORATED
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-5
<PAGE> 169
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
MSX INTERNATIONAL BUSINESS SERVICES,
INC.
By: /s/ EDWARD MANNINO
------------------------------------
Edward Mannino
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
* Director
- ------------------------------------------
Ralph L. Miller
/s/ FREDERICK K. MINTURN Vice President, Treasurer and Assistant Secretary
- ------------------------------------------
Frederick K. Minturn
/s/ EDWARD MANNINO President
- ------------------------------------------
Edward Mannino
</TABLE>
* by power of attorney
II-6
<PAGE> 170
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
MSX INTERNATIONAL ENGINEERING
SERVICES, INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-7
<PAGE> 171
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
MSX INTERNATIONAL (HOLDINGS), INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-8
<PAGE> 172
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on June
8, 1998.
MSX INTERNATIONAL (USA), INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney's-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 has been signed by the following persons, in the capacities indicated on
June 8, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-9
<PAGE> 173
EXHIBIT INDEX
<TABLE>
<C> <C> <S>
*3.1 -- Restated Certificate of Incorporation of the Company
*3.2 -- Amended and Restated By-laws of the Company.
**4.1 -- Indenture dated as of January 15, 1998 by and between the
Company, the Subsidiary Guarantors and IBJ Schroder Bank &
Trust Company, as trustee, in respect of the 11 3/8% Senior
Subordinated Notes due 2008.
**4.2 -- Form of Exchange Notes.
**4.3 -- Registration Agreement dated as of January 16, 1998 by and
among the Company, the Subsidiary Guarantors and Salomon
Brothers Inc, Lehman Brothers Inc. and First Chicago Capital
Markets, Inc.
*5.1 -- Opinion of Davis Polk & Wardwell as to the validity of the
Exchange Notes.
*10.1 -- Stockholders' Agreement dated as of January 3, 1997 among
the Company, MascoTech, Inc. ("MascoTech"), Citicorp Venture
Capital, Ltd. ("CVC") and certain executive officers and
directors of the Company.
*10.2 -- Registration Rights Agreement dated as of January 3, 1997
among the Company, CVC, MascoTech and certain executive
officers and directors of the Company.
*10.3 -- Credit Agreement dated as of January , 1998 among the
Company, the Subsidiary Guarantors and NBD Bank.
10.4 -- Master Vendor Agreement dated as of August 31, 1997 between
the Company and Ford Motor Company ("Ford").
10.5 -- Master Supply Agreement dated as of August 31, 1997 between
the Company and Ford.
*10.6 -- MascoTech Subscription Agreement dated as of January 3, 1997
between the Company and MascoTech.
*10.7 -- CVC Subscription Agreement dated as of January 3, 1997
between the Company and CVC.
*10.8 -- Management Subscription Agreement dated as of January 3,
1997 between the Company and certain executive officers of
the Company.
*10.9 -- Stock Purchase Agreement dated as of July 25, 1997 between
MSX International (Holdings), Inc. and Ford.
*10.10 -- Acquisition Agreement dated as of November 12, 1996 among
the Company, MascoTech and ASG Holdings Inc.
*10.11 -- Employment Agreement dated as of January 3, 1997 between the
Company and Ralph L. Miller.
*10.12 -- Employment Agreement dated as of January 3, 1997 between the
Company and Frederick K. Minturn.
*10.13 -- Employment Agreement dated as of August 28, 1997 between the
Company and Don Springer.
*12.1 -- Statement re: Computation of Ratio of Earnings to Fixed
Charges.
*21.1 -- Subsidiaries of the Company.
**23.1 -- Consent of Coopers & Lybrand L.L.P.
**23.2 -- Consent of Coopers & Lybrand L.L.P.
**23.3 -- Consent of Coopers & Lybrand L.L.P.
**23.4 -- Consent of Ernst & Young LLP
*23.5 -- Consent of Davis Polk & Wardwell (contained in Exhibit 5.1).
*25.1 -- Statement of eligibility of Trustee on Form T-1.
*99.1 -- Letter of Transmittal.
*99.2 -- Notice of Guaranteed Delivery.
*99.3 -- Instruction to Registered Holder and/or Book-entry transfer
of Participant.
*99.4 -- Form of Letter to Clients.
*99.5 -- Form of Letter to Registered Holders and Depository Trust
Company Participants.
</TABLE>
- -------------------------
* To be filed by amendment
** Previously filed
<PAGE> 1
EXHIBIT 10.4
Information has been omitted pursuant to an application for confidential
treatment and the omitted material has been filed separately with the Commission
pursuant to an application for confidential treatment. Omitted material is
indicated with an asterisk (*).
MASTER VENDOR AGREEMENT
This Master Vendor Agreement ("Agreement") is entered into as of the
closing date of the Stock Purchase Agreement (as defined below) (the "Effective
Date"), by and between FORD MOTOR COMPANY ("FORD"), a Delaware corporation, and
MSX INTERNATIONAL (HOLDINGS), INC. ("MSXI"), a Delaware corporation
(individually, "Party" and collectively, "Parties"). The following space is
provided for the Parties to enter the Effective Date: August 31, 1997.
RECITALS
A. Concurrent with the execution and delivery of this Agreement, MSXI
executed a Stock Purchase Agreement dated as of July 25, 1997 (the "Stock
Purchase Agreement") to purchase all of the capital stock of Geometric Results
Incorporated ("GRI") from FORD.
B. One of the important services heretofore provided by GRI to FORD and
Ford affiliates (hereinafter, the term FORD shall include include FORD's
majority owned affiliates) has been the management of the selection, retention
and payment of suppliers, as described under the caption "PeopleNet" on
Exhibit 1.2.1 (left column) ("Supply Management") of on-site contract personnel
services (the "Services") through a process known within FORD and GRI as the
PeopleNet process. FORD and MSXI desire to ensure that MSXI provides or causes
GRI to continue to provide Supply Management to FORD and that FORD continues to
purchase Supply Management from GRI. The FORD business units located in the
United States for which GRI (or MSXI) performs Supply Management are referred to
herein as "FBU Customers". GRI also provides Supply Management to FORD
(including Jaguar Cars Limited) in the United Kingdom. GRI provides a multitude
of other services to FORD which the Parties wish to continue and which are
covered in a separate Supply Agreement of even date.
C. MSXI is in the business of supplying the Services to FORD and
other customers and wishes to expand its business with FORD. The Parties have
agreed that in connection with MSM's purchase of GRL that business relationship
will be expanded as set forth herein.
D. FORD and MSXI desire to avoid or minimize business disruption to
the Parties arising out of the sale of GRI by maintaining for a reasonable
period of time ordering and billing processes (the "Ford Ordering and Billings
Systems") utilized by FORD and GRI as of the date of this Agreement until such
time as new processes and systems are developed and implemented.
E. To carry out the foregoing objectives, FORD and MSXI have agreed
that FORD will appoint MSXI as its "Master Vendor" with the rights and
obligations arising out of that relationship
<PAGE> 2
as defined herein. The Parties intend that this will be a long-term business
relationship where considerations of fairness to each of the Parties, consistent
with this Agreement and other agreements between the Parties, will play a major
role in dealing with issues that may arise during the course of the
relationship. In Article 4.5 of the Stock Purchase Agreement, the Parties have
agreed to establish a group of executives from FORD and MSXI (the "Advisory
Board") to monitor the relationship between FORD and MSXI. The Parties further
agree that the Advisory Board may be called upon to attempt to resolve material
issues of fairness in the administration of this Agreement and other contracts
which exist between MSXI and FORD.
NOW, THEREFORE, for the purpose of inducing MSXI to consummate the
transactions contemplated by the Stock Purchase Agreement and in consideration
of the premises, the Parties agree as follows:
ARTICLE 1. - PURCHASE AND SUPPLY RELATIONSHIP
1.1 During the term of this Agreement (as defined in Article 16.1), FORD, on its
own behalf or on behalf of the FBU Customer identified on the face of a Purchase
Order (as defined below), will purchase and MSXI, on its own behalf or on behalf
of the MSXI company identified on the face of a Purchase Order (e.g., GRI),
will supply certain services as set forth herein. GRI's current FBU Customers
are referred to herein as "Existing FBU Customers." FORD represents that, to the
best of its knowledge, the column labeled Dept Number on Exhibit 1.1 contains an
accurate list of Existing FBU Customers.
1.2 FORD hereby designates MSXI as its "Master Vendor" for the Services, as
more fully described herein, and the Parties intend to extend the designation to
other FORD business units, if both Parties determine doing so would be in their
best interests.
1.2.1 As FORD's designated Master Vendor for the Services, MSXI's role will
include Supply Management, including second tier supplier selection, negotiation
of rates, and increased first tier supplier status for MSXI (i.e., MSXI
employees performing the services for FORD, hereinafter "MSXI First Tier
Services"); provided, however, MSXI shall comply with the reasonable requests of
FORD described in Section 1.4 and Article 9 hereunder. A detailed listing of the
roles and responsibilities of MSXI as the "Master Vendor" for Supply Management
is contained in Exhibit 1.2.1 hereto (right column), as compared to the previous
roles and responsibilities of Ford, GRI and Suppliers (left column). As shown on
Exhibit 1.2.1, FORD will transfer functions previously carried out by FORD to
MSXI and MSXI will perform such functions; the completion of transfer of such
functions is referred to herein as "Full Implementation." During the term of
this Agreement, each Existing FBU Customer and each other FORD business unit
that becomes an FBU Customer will purchase from MSXI Supply Management for the
Services and its requirements for the Services, and MSXI will supply such
Services and Supply Management to such FBU Customers.
1.2.2 The Parties intend and will use good faith efforts to cause Full
Implementation for
2
<PAGE> 3
Existing FBU Customers of the Master Vendor relationship between MSXI and FORD
by July 1, 1998. The Parties recognize that the implementation of MSXI's Master
Vendor status is the responsibility of both Parties. Proactive support from FORD
during the period leading up to Full Implementation, including proactive support
on sourcing strategies, obtaining the support of preferred suppliers and the
support of internal customers, is a key factor in achieving Full Implementation.
If MSXI determines that Full Implementation for Existing FBU Customers is not
likely to be accomplished by July 1, 1998, and MSXI desires to seek a delay in
the effective date of the reduction of the fee prescribed pursuant to Article
3.2.3, MSXI will notify FORD to that effect and the Parties will convene the
Advisory Board to determine a fair and equitable resolution of the matter. The
Advisory Board will take equitable action, taking into account all the relevant
circumstances, consistent with the long-term relationship between FORD and MSXI
and the expectation that, at the time of the reduction of the fee provided for
in article 3.2.3, MSXI's profit margins associated with such fees will be
preserved at a level consistent with that existing prior to such reduction,
Exhibit 1.2.2 provides a sample calculation of such profit margins.
1.2.3 During the term of this Agreement, MSXI will be the only Master
Vendor of the Services for FORD, and there will be no other joint master vendor
relationship for such Services. The Existing FBU Customers have agreed that
MSXI serves as their Master Vendor. Other FORD business units do not have
master vendors for the Services, and if any FORD business unit wishes to appoint
a master vendor for the Services, it shall appoint MSXI. In support of this,
FORD agrees as follows: (a) No FORD business unit will enter into any agreement
or arrangement (other than this Agreement) whereby any supplier provides FORD
with Supply Management for the Services; and (b) FORD agrees that where it comes
to the attention of the Ford Purchasing Department that a business unit is
considering entering into an agreement for another supplier to provide a major
portion of its requirements for on-site contract personnel services (except
insignificant agreements), FORD will notify MSXI and MSXI will be given an
opportunity to bid on that business as a preferred supplier.
1.3 MSXI's performance in the Master Vendor relationship with FORD will be
measured by FORD's Q1 metrics program as established in Article 1.3.1.
Procedures and work instructions for the administration of the Services at FORD
are contained in GRI's quality manual for the Services.
1.3.1 Master Vendor Q1 metrics applicable to MSXI are identified as
quality (customer satisfaction) and deliverable timing. Cost, which is normally
a part of Ql Metrics, is specifically addressed elsewhere in this Agreement.
Metric statements inclusive of definitions and goals for Q1 metrics have been
established by the Parties and are attached as Exhibit 1.3.1 hereto. Timing
measurable goals will be determined by the Parties based upon a 12 month
historical average from the previous 12 months (or annual contract period) as
documented in the metric statement.
1.3.2 The Parties will conduct jointly an annual formal review of the
Q1 metrics for MSXI performance. MSXI will conduct an informal review of such
metrics monthly and provide the results of such review to FORD. If any given
evaluation does not meet the Ql criteria for four consecutive months, a review
may be initiated by FORD to determine whether Ql probation is
3
<PAGE> 4
warranted. If probation is warranted, MSXI will be allowed at least six months
to cure such deficiency. The Parties recognize that the increased use of MSXI
First Tier Services may involve a change in existing relationships between FORD
personnel and existing suppliers as well as other changes at FORD which may
result in initial dissatisfaction until FORD personnel become accustomed to the
Master Vendor relationship with MSXI. In addition, the Parties recogaize that
MSXI will undergo a period of expansion of providing Services to FORD and that
such a period will likely involve potential for performance which will not meet
Q1 criteria. The Parties agree to use good faith efforts to minimize any
failure to achieve Ql criteria. In the event MSXI fails to achieve the Q1
criteria during the period leading up to and 90 days after Full Implementation
for Existing FBU Customers, such failure will not cause MSXI to be placed on
probation or otherwise considered in default of its obligations under this
Agreement. The provisions of this Article 1.3 shall supersede any Q1 probation
and/or revocation policy stated in FORD's quality manual as it pertains to MSXI
as Master Vendor.
1.3.3 MSXI, as the Master Vendor and provider of Supply Management,
will assess the second tier suppliers according to the Q1 metrics which govern
this Agreement and may take probationary or desourcing action, as it deems
necessary, it being understood however, that MSXI has no right to grant,
withdraw or withhold Q1 status on behalf of FORD for second tier suppliers.
1.4 MSXI shall support the achievement of FORD minority sourcing
objectives. FORD agrees that all second tier suppliers having certification in
accordance with FORD's minority recognition program shall qualify toward the
aforementioned minority sourcing objectives. MSXI will administer minority
source contracts, and billing and pricing will be carried out by MSXI in
accordance with the other provisions of this Agreement. However, documentation
will be structured in such a way to assure that FORD receives appropriate
credit under applicable governmental programs. MSXI's compliance with this
provision shall, regardless of legal structure, be considered to satisfy MSXI's
minority sourcing obligations pursuant to FORD policy with respect to providing
the Services. MSXI will use all good faith efforts to assure that a minimum of
$75-million of its revenues for the Services will be minority source revenues
in any year in which MSXI's total revenues for sale of Services to FORD is not
less than $325-million. MSXI shall also use its good faith efforts to assure
that the following percentages of its revenues are minority source revenues in
the years indicated:
YEAR PERCENTAGE
1997* 24%
1998 25
1999 26
2000 27
2001 28
2002* 29
* 1997 and 2002 are partial years
4
<PAGE> 5
The foregoing commitment by MSXI is based on Exhibit 1.4, which states the
status of minority sourcing for December 23, 1996 through July 6, 1997.
1.5 FORD will include MSXI in all requests for quotations, broadcast or
other opportunities to provide the Services to any FORD business unit.
1.6 In further support of FORD's obligations hereunder, FORD agrees that
during the term of this Agreement, FORD will not establish a business unit to
perform Supply Management of Services.
1.7 FORD and MSXI will use good faith efforts to integrate MSXI's activities
hereunder with FORD purchasing operations utilizing where appropriate FORD
Ordering and Billing Systems.
1.8 The Parties shall continue the Supply Management currently provided by
GRI to FORD (including Jaguar Cars Limited) in the United Kingdom pursuant to
P.O. 09405 effective January 3, 1996 and P.O. JR/66/09482 until the Parties
modify such arrangement.
ARTICLE 2. - OFFER, ACCEPTANCE
2.1 Procurement of Services will be accomplished through the utilization of
FORD Ordering and Billing Systems and the issuance of standard FORD Purchase
Orders (collectively "Purchase Order(s)"), which Purchase Order will constitute
an offer to MSXI by FORD to enter into the purchase and supply agreement it
describes. MSXI's commencement of work thereunder will constitute acceptance of
the offer.
2.2 Once accepted, such Purchase Order together with this Agreement will be
the complete and exclusive statement of the purchase agreement. The standard
preprinted terms of the FORD Purchase Order shall not apply to transactions
between FORD and MSXI covered by this Agreement. Any modifications of the terms
set forth herein proposed by either Party (e.g., purchase order, confirmations,
invoices) are not part of the agreement in the absence of the other Party's
express written agreement to the modification.
ARTICLE 3. - PRICE AND ECONOMICS
3.1 The prices for the Services ("Bill Rates") covered by this Agreement
shall be as set forth in this Article 3.1.
3.1.1 The Bill Rates for each Existing FBU Customer, adjusted in
accordance with this Agreement, shall be continued during the term of this
Agreement for the following positions:
(i) all positions filled or in process on or before August 31, 1997
("Existing
5
<PAGE> 6
Arrangements"), as long as the contractee filling the position remains
the same and the responsibilities remain the same; and
(ii) all Backfills of Existing Arrangements completed within 30 calendar
days after a position is vacated, where the term "Backfill" refers to
the replacement of a contractee with a new contractee in the same
position at the same Bill Rate, assuming that MSXI is able to provide
such replacement at a cost no greater than that of the existing
contractee.
3.1.2 The Bill Rates for Existing Arrangements will be revised annually
based on 80% of the U.S. Department of Labor, Bureau of Labor Statistics
Employment Cost Indices (Total compensation, administrative support, including
clerical, occupations- Series ID#: ECU 11122A; and professional, speciality,
and technical occupations- Series ID#: ECU 1142A) (collectively, the
"Indices"), applied as most reasonably applicable to all positions. The base
period for such adjustments shall be the year ended December 31, 1996. Annual
revisions to such Bill Rates will be implemented in the first billing cycle of
May, beginning in May 1998.
3.1.3 The Bill Rates for all Services other than those performed under
Existing Arrangements ("New Arrangements") shall be in accordance with the rates
shown on Exhibit 3.1.3, adjusted in accordance with this Agreement, except that
in the case where the FBU Customer selects a particular individual, or a skill
set which cannot be supplied by a second tier supplier, or MSXI if it elects to
provide such contractee, at a rate that is equal to or less than the rate
specified as "Deviation Threshold" on Exhibit 3.1.3, such Bill Rate shall be
negotiated by MSXI and the FBU Customer. FORD and MSXI agree that, for those
billing classifications appearing on Exhibit 3.1.3 where the Deviation Threshold
is established as $0.00, MSXI will propose firm Bill Rates when 20 or more
occurrences exist on which to base such firm Bill Rates. MSXI shall determine,
in the case of any proposed contractee (other than one covered by a deviation
process), the Bill Rate on Exhibit 3.1.3 identified as FORD Bill Rate A or FORD
Bill Rate B which shall be applicable to such proposed contractee. Purchase
Orders issued by FBU Customers pursuant to this Agreement shall incorporate the
rates provided for in this Article 3.1.3.
3.1.4 The Bill Rates for New Arrangements will be revised annually based
on 80% of the Indices, applied as most ressonably applicable to each billing
class appearing on Exhibit 3.1.3. The base period for such adjustments shall be
the year ended December 31, 1996. Annual revisions to all Bill Rates will be
implemented in the first billing cycle of May, beginning in May 1998.
3.1.5. At either Party's option and in connection with the annual
revision of Bill Rates for Existing Arrangements or New Arrangements, a mutual
benchmarking study of an algorithm may be initiated, individually or in
combination with other algorithms. The Parties intend modifications to the Bill
Rates would be established consistent with the benchmark survey results.
3.1.6. When MSXI expands the Master Vendor program beyond Existing FBU
Customers, Bill Rates will be negotiated and mutually agreed upon by MSXI and
the new FBU Customer, if the
6
<PAGE> 7
Bill Rates for New Arrangements are inappropriate because of differences in the
local job market
3.2 Pursuant to the Master Vendor relationship for the Services, MSXI's fee
structure for Supply Management will be as follows:
3.2.1 In accordance with current practice, from the Effective Date
through August 31, 1997;
[3.2.2
[3.2.3 * ]
3.2.4 Notwithstanding the other provisions of Article 3.2, either Party
may request a benchmarking survey of the fee structure for Supply Management.
Such benchmarking shall be determined according to mutually acceptable standards
to determine whether there exists cost reduction opportunities that will justify
a lower fee structure for Supply Management while maintaining MSXI's profit
margins reflected in Exhibit 1.2.2. In the event that such savings are
achieved, the fee structure will be adjusted accordingly.
3.3 The fees provided for herein shall be cumulative, and not mutually
exclusive, except as expressly stated otherwise.
[3.4 * ]
7
<PAGE> 8
Beginning with the first year for which FORD is entitled to a rebate,
exceedances and subsequent shortfalls will be carried forward to subsequent
years so that FORD shall be entitled to a rebate only to the extent the
aggregate exceedances are greater than the subsequent shortfalls. FORD shall not
receive credit for Person Years carried back pursuant to Article 3.5 to offset a
fee increase.
3.5 The rate reductions contemplated for Supply Management are linked to
increased utilization of MSXI)a First Tier Services and the following provisions
address the circumstances of a shortfall in such utilization. As used herein,
one "Person Year" means 1,968 straight time hours for which a supplier (or MSXI)
is paid for Services and is deemed to equate to one full year of Services by one
person. Examples of Person Year calculations are attached as Exhibit 3.5.1.
"One-half Person Year" means 984 straight time hours for which a supplier (or
MSXI) is paid for Services.
3.5.1 If FORD's utilization of MSXI First Tier Services during the
period July 1 through December 31, 1997 is less than [ ] Persons Years [ , ] the
amount by which such utilization is less, shall be a "shortfall," which shall be
measured in Person Years. FORD will pay MSXI a supplemental fee equal to [ ]
multiplied by the shortfall in Person Years [ ] per One-half Person Year);
provided that if FORD's utilization of MSXI First Tier Services during 1998
exceeds [ ] Persons Years, the supplemental fee payable pursuant to this Article
3.5.1 with respect to 1997 shall be treated as though FORD had utilized MSXI
First Tier Services during 1997 to the extent of one-half of such excess.
3.5.2 If FORD's utilization of MSXI First Tier Services during the
calendar year 1998 is less than [ ]Person Years, the amount by which such
utilization is less shall be considered a "shortfall," which shall be measured
in Person Years. FORD will pay MSXI a supplemental fee equal to[ ] multiplied
by the shortfall in Person Years.
3.5.3 If FORD's utilization of MSXI First Tier Services during the
calendar year 1999 is less than [ ] Person Years, or [ ] of the FBU Customers'
requirements for the Services during such year (expressed in Person Years),
whichever is less, the amount by which such utilization is less shall be
considered a "shortfall," which shall be measured in Person Years. FORD will pay
MSXI a supplemental fee equal to [ ] multiplied by the shortfall in Person
Years; provided that if FORD'S utilization of MSXI First Tier Services during
the Year 2000 exceeds the threshold established in Article 3.5.4, the
supplemental fee payable pursuant to this Article 3.5.3 with respect to 1999
shall be treated as though FORD had utilized MSXI First Tier Services during
1999 to the extent of such excess.
3.5.4 If FORD's utilization of MSXI First Tier Services during the
calendar year 2000 is less than [ ] Person Years or [ ] of the FBU
Customers' requirements for the Services during such year (expressed in Person
Years), whichever is less, the amount by which such utilization is less shall be
considered a "shortfall," which shall be measured in Person Years. FORD will pay
MSXI a supplemental fee equal to [ ] multiplied by the shortfall in Person
Years; provided that if FORD's utilization of MSXI First Tier Services during
2001 exceed the threshold established in Article 3.5.5, the supplemental fee
payable pursuant to this Article 3.5.4 with respect to 2000 shall
8
<PAGE> 9
be treated as though FORD had utilized MSXI First Tier Services during 2000 to
the extent of such excess.
3.5.5 If FORD's utilization of MSXI First Tier Services during the
calendar year 2001 is less than [ ]Person Years or [ ] of the FBU Customers'
requirements for the Services during such year (expressed in Person Years),
whichever is less, the amount by which such utilization is less shall be
considered a "shortfall," which shall be measured in Person Years. FORD will
pay MSXI a supplemental fee equal to [ ] multiplied by the shortfall in Person
Years; provided that if FORD's utilization of MSXI First Tier Services during
the six month period January 1, 2002 through June 30, 2002 exceeds the
thresholds established in Article 3.5.6, the supplemental fee payable pursuant
to this Article 3.5.5 with respect to 2001 shall be treated as though FORD had
utilized MSXI First Tier Services during 2001 to the extent of such excess.
3.5.6 If FORD's utilization of MSXI First Tier Services for the six
month period January 1, 2002 until June 30, 2002 is less than [ ] Person Years
or [ ] of the FBU Customers' requirements for the Services during such period,
whichever is less (expressed in Person Years), FORD will pay to MSXI a
supplemental fee equal to [ ] multiplied by the shortfall in Person Years.
3.5.7 FORD shall not be required to pay a supplemental fee pursuant to
this Article 3.5 to the extent that such failure is the result of "MSXI Fault."
The term "MSXI Fault" shall solely mean MSXI's failure to meet the standards set
forth in Exhibit 3.5.7.
3.5.8 The supplemental fees payable pursuant to this Article 3.5
shall be payable for the years 1997 and 1998 promptly after the end of 1998 upon
invoice by MSXI. The supplemental fees payable with respect to each subsequent
period shall be payable promptly after the end of the next following period upon
invoice by MSXI. The supplemental fee payable with respect to any year shall
bear interest on the unpaid balance thereof from time to time at MSXI's average
borrowing rate commencing with the end of such year until payment in full. If a
supplemental fee would be payable but for excess utilization of MSXI First Tier
Services in a subsequent year, FORD shall pay interest as aforesaid on the
amount which would have been payable but for such excess beginning the end of
the year to which such supplemental fee relates.
3.6 It during any 12 mouth period, FORD's utilization of the Services
falls below [ ] Person Years, and such event is caused by a FORD policy
decision rather than adverse economic conditions to use fewer on-site contract
personnel, the Parties will renegotiate this Agreement in an appropriate manner
so as not to deny MSXI the benefit of this Agreement as originally
contemplated by the Parties, which negotiation may include the following
elements:
(i) Restructuring of the Master Vendor relationship in any
appropriate way to achieve purposes of the agreement; increase the
percentages of Ford requirements available to MSXI; refund a
portion
9
<PAGE> 10
of the purchase price to the extent necessary to reflect
substantive change in the subject matter of the Agreement.
(ii) Use other business tools available including other means of
offsetting lost business with comparable business
3.7 For each of the five 12 month time periods following the Effective
Date, MSXI agrees to pay FORD, as a rebate of fees paid by FORD hereunder, [ ]
MSXI's Profits (as defined in Exhibit 3.7), on a before tax basis, generated
by incremental on-site contract personnel services provided by or through MSX
to non-FORD entities utilizing the PeopleNet process. Exhibit 3.7 hereto
provides the formula, definitions and representative examples of the
calculations to be used to determine the amount, if any, due FORD. Within 30
days of the end of each 12 month time period, MSXI shall utilize the formula
provided in Exhibit 3.7 to determine whether any payment is due FORD for the
preceding 12 month period. Within 45 days after the end of the term of this
Agreement, Seller shall pay to FORD any amounts due FORD under this Article
3.7.
ARTICLE 4. - DELIVERY DATES, RELEASES
If delivery dates are not specified in a Purchase Order, will provide
Services only as authorized by FORD to MSXI.
ARTICLE 5. - INVOICES, PAYMENT
5.1 The Parties agree that, if reasonable and consistent with sound
business practices, all billing, payment and general transaction processes
utilized by the Parties and GRI as of the date of this Agreement shall remain
in place until such time as new processes are developed and implemented.
5.2 Payment for Services and Supply Management will be due in immediately
available funds within one FORD business day after submission and successful
receipt of electronic invoice, subject to subsequent audit and review for
accuracy and completeness.
ARTICLE 6. - DEFENSE AND INDEMNITY
6.1 At FORD's request, MSXI will defend and shall have the right to
defend and settle all claims (including lawsuits, administrative claims,
and other proceedings to recover for personal injury or death, property damage,
or economic losses) that are caused by intentional wrongful acts or the
negligence of MSXI, its suppliers or contractors under a Purchase Order,
including claims arising out of or related to work performed by MSXI, its
employees or subcontractors on FORD's premises and claims for any related
violations of any law, ordinance or regulation. To the full extent
10
<PAGE> 11
permitted by applicable law, MSXI will indemnify FORD, its directors, officers
and employees and authorized dealers for all expenses (including attorney fees,
settlements and judgments) incurred by FORD in connection with such claims, it
being understood, however, that FORD should not incur expenses on any matter
which MSXI has agreed to defend. FORD will give MSXI prompt notice of any claim.
6.2 MSXI, its suppliers and contractees agree not to assert any
intellectual property right against FORD or FORD's Associated Companies, now
or hereafter owned by MSXI, its suppliers and contractees, which would be
infringed by the manufacture, reproduction, sale or use of any deliverable or
Services incorporating a deliverable.
6.3 MSXI will use good faith efforts to cause MSXI's employees,
contractors and agents not to possess, use, sell or transfer illegal drugs,
medically unauthorized drugs or controlled substances, or unauthorized alcohol,
and not to be under the influence of alcohol or drugs on FORD's premises. For
services performed on FORD's premises in Canada, MSXI must furnish, prior to
payment, evidence of compliance with the Worker's Compensation Act.
6.4 At MSXI's request, FORD will defend and shall have the right to
defend and settle all claims (including lawsuits, administrative claims,
and other proceedings to recover for personal injury or death, property damage,
or economic losses) that are caused by intentional wrongful acts or the
negligence of FORD, its suppliers or contractors other than MSXI or by MSXI's
compliance with any provision of this Agreement relative to minority sourcing.
To the full extent permitted by applicable law, FORD will indemnify MSXI, its
directors, officers and employees for all expenses (including attorney fees,
settlements and judgments) incurred by MSXI in connection with such claims, it
being understood, however, that MSXI should not incur expenses on any matter
which FORD has agreed to defend. MSXI will give FORD prompt notice of any
claim. Further, FORD shall indemnify and hold harmless MSXI against any
liability, cost or loss resulting from the termination by FORD of the services
of any supplier or the eligibility of any supplier to supply services to FORD.
ARTICLE 7. - INTELLECTUAL PROPERTY
7.1 All right, title and interest in any invention, discovery,
improvement or other work product ("Invention") independently developed by
MSXI, its suppliers or contractees will belong to such entity. FORD and MSXI
specifically agree that all right, title and interest in the software programs
developed by GRI for PeopleNet reside solely with MSXI, subject only to the
grant to FORD of a nonexclusive, paid-up, worldwide license to reproduce, use,
maintain and modify such software for a period of one year in the event that
FORD terminates this Agreement by reason of the breach hereof by MSXI; provided
that such license shall not be transferable and shall not include the right to
sublicense. MSXI specifically agrees that all data and information (i)
provided by FORD for input into the software used by MSXI in providing the
Services hereunder, and/or (ii) generated by such software for FORD, belongs
solely to FORD.
11
<PAGE> 12
7.2 All right, title and interest in any Invention made, conceived or
first reduced to practice by MSXI's employees, suppliers or contractees by a
person in performing research or development and in the field of use for which
such person is performing services for FORD shall belong to FORD, without
further consideration and shall be reported to FORD promptly. The "field of
use" shall mean a field in which the person is hired for the purpose of
research or development of Inventions and a reasonable extension thereof. Upon
request of FORD, MSXI's employees, suppliers and contractees shall execute all
documents and papers and shall furnish all reasonable assistance required to
(i) establish in FORD title to such Inventions, and (ii) enable FORD to apply
for United States and foreign patents thereon. All other Inventions made,
conceived or reduced to practice by such persons shall belong to MSXI or its
supplier.
7.3 Any work of authorship created by any one or more of MSXI's employees,
suppliers or contractees in performing contract services under a Purchase Order
for use as a contribution to a collective work, as part of a motion picture or
other audio-visual work, as a translation, as a supplementary work, as a
compilation, as an instructional text, as a test, as answer material for a test,
or as an atlas, shall be considered to be a specifically ordered or commissioned
"work made for hire" for FORD and all copyrights for such work of authorship
shall belong to FORD. In the event a portion of any work of authorship created
by MSXI's employees, suppliers or contractees in performing the services under a
Purchase Order does not qualify as "work made for hire", MSXI shall acquire all
right, title and interest to all copyrights for such portion and assign to FORD
all acquired right, title and interest to such copyrights, without further
consideration from FORD. All works of authorship created and distributed under a
Purchase Order will bear a valid copyright notice designating FORD as the
copyright owner.
7.4 All drawings, know-how, and confidential information supplied to
MSXI by FORD and identified as "confidential" in writing and all rights therein
will remain the property of FORD and will be kept confidential by MSXI in
accordance with Article 8.2 hereunder. MSXI is licensed to use FORD's drawings,
know-how, and confidential information only for the purpose of fulfilling its
obligations under a Purchase Order. In addition to the obligations of Article
8.2 and subject to the limitations therein, MSXI will not disclose such
materials and information to third parties unless this is required for MSXI to
fulfill its duties under a Purchase Order. MSXI will ensure that any third
party to whom MSXI subcontracts any of the work hereunder is bound by all the
terms and conditions relating to such work to which MSXI is bound under a
Purchase Order.
7.5 MSXI will neither assert nor transfer to another a right to assert
against FORD and/or any of its Associated Companies, or dealers or customers or
suppliers thereof, any intellectual property right of MSXI that is applicable
to any works of authorship described in Article 7.3 hereof furnished to FORD or
any of FORD's Associated Companies in the course of MSXI's activity hereunder.
Associated Company means Ford Motor Company and (if it is not the Buyer under a
Purchase Order) any company in which Ford Motor Company owns, directly or
indirectly, 25% or more of the capital or voting stock.
7.6 MSXI will use reasonable care not to sell or otherwise dispose of any
product that
12
<PAGE> 13
incorporates any trademark, patentable invention, copyright work, industrial
design or other matter the subject of any intellectual property right of FORD or
any of its Associated Companies to any party other than FORD except where
specifically authorized by FORD in writing.
7.7 MSXI, as well as its suppliers and contractees hereby grant to FORD, a
permanent, nonexclusive, paid-up, worldwide license, with a right to grant
sublicenses, under each copyright MSXI, its suppliers and contractees own or
control or have the right to license, in each work of authorship fixed in any
tangible medium of expression that MSXI, its suppliers and contractees furnish
to FORD or FORD's designee produced pursuant to a Purchase Order to use such
work, reproduce such work in quantities, prepare derivative works, distribute
copies of such work to the public, and perform and display such work publicly,
provided however that computer software shall be excluded from such grant unless
the services are provided for the purpose of creating or modifying, such
software.
ARTICLE 8. - INFORMATION AND DATA
8.1 MSXI will furnish to FORD, or another party designated by FORD,
without restrictions on use or disclosure, all information and data MSXI
acquires or develops in the course of MSXI's activities under a Purchase Order
and only within the scope of work thereof in form and content set forth in
Exhibit 8.1, or as otherwise mutually agreed by the Parties (the "Reports"). In
the event FORD requests information in form or content other than the Reports,
and such request places an undue burden on MSXI (e.g., man-hours, cost), the
Parties will negotiate in good faith to mitigate or remove such burden from
MSXI (e.g., information provided on a cost-plus basis). At FORD's request,
MSXI also will discuss with FORD or another party designated by FORD, without
restrictions on use or disclosure, any potential design, quality or
manufacturing problems with Services MSXI worked on or produced pursuant to a
Purchase Order.
8.2 Unless otherwise indicated in writing by FORD, MSXI will use
reasonable care to prevent disclosing to others and will use only for the
benefit of FORD, (i) information and data identified in writing by FORD as
"confidential" furnished by FORD or developed or acquired by MSXI in its work
under a Purchase Order, development agreement or early sourcing agreement for
Services related to or using such information or data, and (ii) information
identified in writing by FORD as "confidential" relating to any portion of
FORD's business that MSXI may acquire in the course of MSXI's activities under
a Purchase Order, development agreement or early sourcing agreement. MSXI
shall return all copies of such information and data to FORD when requested by
FORD. This obligation shall continue so long as any Purchase Order for Services
related to or using such information or data is in effect and for a period of
two years following compliance with the return requirement. This obligation
will not apply to information that is or becomes publicly known or known to
MSXI through no fault of MSXI. Nevertheless, MSXI may disclose the information
and data of Sections 8.3(i) and (ii) hereof to third parties if this is
required for MSXI to fulfill its duties under a Purchase Order and such third
parties have agreed to conditions at least as stringent as those contained
herein.
13
<PAGE> 14
8.3 Unless otherwise indicated in writing by MSXI, FORD will use
reasonable care to prevent disclosing to others and will not use, except in
connection with Services provided by MSXI (i) the information and data
identified in writing by MSXI as "Confidential" furnished by MSXI relative to
its business systems, software and methods of operation. This obligation shall
continue as long as this Agreement is in effect and for a period of two (2)
years thereafter. This obligation will not apply to information that is or
becomes publicly known through no fault of FORD.
ARTICLE 9. - SUBCONTRACTS
9.1 In each subcontract of MSXI's work performed pursuant to a Purchase
Order, MSXI will obtain for FORD the obligations, rights and licenses granted in
Articles 6, 7 and 8.
9.2 In performing subcontracted services under a Purchase Order, MSXI's
suppliers shall execute and require each of its employees and each approved
third party contractee to execute the FORD "Contractee Personnel
Agreement", a copy of which is attached hereto as Exhibit 9.2 and incorporated
herein, prior to commencing work under a Purchase Order. MSXI's suppliers
shall then retain the original executed Contractee Agreement and deliver a copy
of such contract to FORD upon request. In the event that, for any reason, MSXI
or FORD is not satisfied with the performance of the supplier's employee(s) or
third party contractee under a Purchase Order, MSXI shall cause its suppliers
to replace such person with another qualified employee or third party hire.
ARTICLE 10. - ADVERTISING
No reference to FORD or any of its Associated Companies or use of FORD's trade
marks or logos will be made by MSXI in its advertising or publicity materials
without the prior written permission of FORD except that MSXI will be permitted
to identify FORD as a customer.
ARTICLE 11. - OUTSIDE SUPPLY BASE
FORD shall make good faith efforts to assist MSXI in its efforts to obtain third
party supplier pricing for products currently utilized by GRI, which are
material either individually or in the aggregate to the ongoing operations of
GRI and procured pursuant to existing FORD supplier agreements, under terms and
conditions similar to those enjoyed by FORD for a period of five years after
execution of this Agreement.
ARTICLE 12. - AUDIT RIGHTS
FORD will have the right at any reasonable time to send its authorized
representatives to examine all pertinent documents and materials in the
possession or under the control of MSXI relating to the
14
<PAGE> 15
accuracy of MSXI's charges under any invoice or any payments requested by MSXI
pursuant to a Purchase Order. MSXI shall maintain all pertinent books and
records relating to a Purchase Order for a period of two years after completion
of services or delivery of Services pursuant to that Purchase Order.
ARTICLE 13. - ASSIGNMENT
MSXI will not assign all of its substantive duties under this Agreement (except
to its affiliates) without FORD's written approval, it being understood however
that MSXI may subcontract substantial parts of the work under any Purchase Order
unless otherwise agreed by the Parties. MSXI will provide FORD with reasonable
advance written notice of any assignment of MSXI's right to receive payment
under a Purchase Order. Any such assignment shall not prohibit FORD from
enforcing any of its rights against the assignee.
ARTICLE 14. - EXCUSABLE DELAYS
Neither FORD nor MSXI will be liable for a failure to perform (other than the
obligation to make payment) that arises from causes or events beyond its
reasonable control and without its fault or negligence, including labor
disputes. The Party claiming the excusable delay shall give notice in writing as
soon as practicable after the occurrence of the cause relied on and after
termination of the condition. In the event of an excusable delay in performance,
FORD at its option may (if applicable) acquire possession of all finished goods,
work in process produced under a Purchase Order, and MSXI will deliver such
articles to FORD. FORD may also obtain the Services covered by a Purchase Order
elsewhere for the duration of the impediment and a reasonable period thereafter.
ARTICLE 15. - REMEDIES, WAIVER
The individual remedies reserved herein will be the sole remedies provided. No
waiver of any breach of any provision of this Agreement will constitute a waiver
of any other breach of such or any other provisions.
ARTICLE 16. - TERM; TERMINATION
16.1 The term of this Agreement begins as of the Effective Date and
expires on the fifth anniversary thereof, unless otherwise early
terminated as provided in this Article 16 or extended by the mutual agreement
of the Parties. The Parties will negotiate in good faith to extend the term of
this Agreement for an additional five year period during the year prior to its
expiration.
16.2 If during this Agreement (i) MSXI does not remain competitive in the
key business areas of
15
<PAGE> 16
price, quality, and timeliness of delivery with other Q1 qualified suppliers,
(ii) business changes eliminate the need for the Services provided by MSXI, or
(iii) MSXI substantially breaches this Agreement, FORD may terminate its
purchase obligations hereunder. FORD shall provide written notice to MSXI
which outlines its cause of termination and specifies a termination date at
least nine months after the date of notice. If, within six months after the date
of the notice, MSXI corrects the causes for termination, termination will be
canceled and this Agreement will continue. It is contemplated that termination
for reasons of lack of competitiveness or business changes is extremely
unlikely if MSXI is in compliance with this Agreement since (i) the Parties
have agreed to pricing mechanisms which are expected to deal with any issue of
price competitiveness, (ii) the Parties have agreed that quality and timeliness
will be measured by Q1 Metrics pursuant to Article 1.3, (iii) FORD's
obligations hereunder to purchase the Services is limited to its requirements
for the Services so that the nature of FORD's obligations should limit the
impact of changed business conditions, (iv) the Parties agree that business
changes referred to in Article 3.6 are excluded from the scope of paragraphs
(i) and (ii) of this Article 16.2, and (v) MSXI's willingness to enter into and
consummate the Stock Purchase Agreement is dependent upon the execution and
delivery of this Agreement (and certain other agreements) and a grievous loss
would be suffered by MSXI if this Agreement is terminated. The additional fees
payable pursuant to Article 3.5 shall be payable in the event that FORD
terminates this Agreement for any reason other than the uncured substantial
breach hereof by MSXI. Any dispute relative to FORD's right to terminate shall
be resolved pursuant to Article 18 of this Agreement.
ARTICLE 17. - COMPLIANCE WITH LAW
17.1 FORD ("Ford U.S.") serves from time to time as a contractor for the
United States government. The policy of the United States government expressed
in Pub. L. 95-507, that small business concerns and small disadvantaged
business concerns will have the maximum practicable opportunity to participate
in performing contracts of the United States government, and its clause
entitled "Utilization of Small Business Concerns and Small Business Concerns
Owned and Controlled by Socially and Economically Disadvantaged Individuals,"
apply to Ford U.S. and its U.S. suppliers. A copy of the FORD U.S. policy with
respect thereto has been provided to MSXI by Ford U.S. as Exhibit 17.1.
17.2 If Ford U.S. is the Buyer, and MSXI is the Seller and a U.S. entity,
Seller will comply with federal laws, rules, and regulations applicable to
subcontractors of government contractors, including those relating to
contracting with small and disadvantaged business concerns (Pub. L. 95-507);
equal employment opporunity and affirmative action in the employment of
minorities (Executive Order 1246); women (Executive Order 11375), the
handicapped (29 USC 793), and certain veterans (38 USC 2012); contracting with
business concerns operating in areas of surplus labor (41 CFR 1-1.805); and
contracting with women-owned business concerns (Executive Order 12138).
16
<PAGE> 17
ARTICLE 18. - APPLICABLE LAW AND ARBIRTATION
18.1 This Agreement shall be governed by the law of the State of Michigan
without regard to conflict of laws provisions thereof, and litigation on
contractual causes arising from a Purchase Order shall be brought only in that
jurisdiction.
18.2 If either Party initiates litigation on such contractual causes, the
other Party shall have the right to initiate mediation and binding arbitration
in accordance with the Model Procedure for Mediation of Business Disputes of the
Center for Public Resources and, in the case of arbitration, the CPR Rules for
Non-Administered Arbitration of Business Disputes ("CPR"). Each Party will bear
equally the costs of the mediation and arbitration.
18.2.1 The Parties will jointly appoint a mutually acceptable mediator
or arbitrator, seeking assistance in such regard from CPR if they have been
unable to agree upon such appointment within 20 days.
18.2.2 The Parties agree to participate in good faith in the mediation
and negotiations related thereto for a period of 30 days. If the Parties are not
successful in resolving the dispute through the mediation, then the Parties
agree to submit the matter to binding arbitration by a sole arbitrator in
accordance with the CPR Rules for Non-Administered Arbitration of Business
Disputes.
18.2.3 Unless otherwise agreed by the Parties in writing, mediation or
arbitration shall take place in the City of Dearborn, Michigan. This Article 18
is subject to the Federal Arbitration Act, 9 U.S.C.A. Section 1 et seq. and
judgment upon the award rendered by the Arbitrator, if any, may be entered by
any U.S. court having jurisdiction thereof. Punitive and exemplary damages shall
not be awarded.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
FORD MOTOR COMPANY MSX INTERNATIONAL
(HOLDINGS), INC.
By: /s/ [SIG] By: /s/ [SIG]
------------------------- --------------------------
Title: Title: Vice President
----------------------- -----------------------
17
<PAGE> 18
Master Vendor Agreement
Exhibit 1.1
Current Ford Business Unit Customers
<PAGE> 19
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISTIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1501 - 1502, 1510,
1515, 1521, 1525,
1527, 1535, 1550- Barbara Higgerson BHIGGERS
1558, 1580 159 TBD Jennifer Smart JSMART1 Jeff Sholdice JSHOLDIC
5154 200 TBD Darin Gillis DGILUS1 Darin Gillis DGILLIS1
7200 200 25A-2744-PNET/TBD Ray Schaffart RSCHAFFA Brice Jorgensen BJORGENS
7209 200 25A-2744-PNET/TBD Michael Roumaya MROUMAYA Brice Jorgensen BJORGENS
7210 200 25A-2744-PNET/TBD Mike Newbury MNEWBURY Brice Jorgensen BJORGENS
7212 200 25A-2744-PNET/TBD Richard Kean RKEAN Brice Jorgensen BJORGENS
7215 200 25A-2744-PNET/TBD Keith Kinyon KKINYON1 Brice Jorgensen BJORGENS
7218 200 25A-2744-PNET/TBD Roger Wade RWADE Brice Jorgensen BJORGENS
7220 200 25A-2744-PNET/TBD TBD TBD Brice Jorgensen BJORGENS
7225 200 25A-2744-PNET/TBD Patricia Dalter PDALTER Brice Jorgensen BJORGENS
7235 200 25A-2744-PNET/TBD Ron Andrade RANDRADE Brice Jorgensen BJORGENS
7240 200 25A-2744-PNET/TBD TBD TBD Brice Jorgensen BJORGENS
Steve Lyons SLYONS2
210 1101 25A-2744-PNET Donna Pritchard DPRITCH1 Toni Murinas TMURINAS
Freda Smart FSMART
213 1101 25A-2744-PNET Marge Bagnell MBAGNELL Toni Murinas TMURINAS
B001 - B060 1182 TBD TBD TBD Jim Theisen JTHEISE1
B030 1182 TBD James Brown JBROWN6 Jim Theisen JTHEISE1
B500 1183 25A-2744-PNET/TBD Ray Schaffart RSCHAFFA Brice Jorgensen BJORGENS
B505 1183 TBD Bill Flatt BFLATT Brice Jorgensen BJORGENS
B509 1183 25A-2744-PNET/TBD Michael Roumaya MROUMAYA Brice Jorgensen BJORGENS
B510 1183 25A-2744-PNET/TBD Mike Newbury MNEWBURY Brice Jorgensen BJORGENS
B512 1183 25A-2744-PNET/TBD Richard Kean RKEAN Brice Jorgensen BJORGENS
B515 1183 25A-2744-PNET/TBD Keith Kinyon KKINYON1 Brice Jorgensen BJORGENS
B518 1183 25A-2744-PNET/TBD Roger Wade RWADE Brice Jorgensen BJORGENS
B520 1183 25A-2744-PNET/TBD TBD TBD Brice Jorgensen BJORGENS
B525 1183 25A-2744-PNET/TBD Patricia Dalter PDALTER Brice Jorgensen BJORGENS
B535,B7XX,B9XX 1183 25A-2744-PNET/TBD Ron Andrade RANDRADE Brice Jorgensen BJORGENS
B540 1183 25A-2744-PNET/TBD TBD TBD Brice Jorgensen BJORGENS
4890 1233 TBD Richard Trebnik RTREBNIK Richard Trebnik RTREBNIK
6802,6810,6811, Dennis Crowe DCROWE Dennis Crowe DCROWE
6831,6862,6863 1324 12-0970-2 Chuck Rivers CRIVERS Chuck Rivers CRIVERS
Wes Pandoff WPANDOFF
7203 1325 12-0970-2 Valerie Blanchett VBLANCHE Wes Pandoff WPANDOFF
ANY EFHD
700-799 1623 12-0970-PNET EMPLOYEE N/A Brian Upbin BUPBIN
ANY EFHD
400-499 1625 12-0970-PNET EMPLOYEE N/A Bill Chapman WCHAPMA1
200,205,209 - 212,
220,240,250 - 252, 1631 12-0970-PNET Refer to Flow "C" John Weirch JWEIRCH
257 - 259 John Alkire JALKIRE
Ron Muir RMUIR
Y8600 1632 12-0970-PNET Terry Dunham TDUNHAM Howard Beht HBEHR
Jim O'Neill JONEILL
0012 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
0013 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Chuck Columbus CCOLUMBU
0014,0033 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Doug Kinser DKINSER
0015 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Bryan Capanyola BCAPANYO
0017,0018 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Jerry Blakley JBLAKLEY
0019 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Joe Vigo JVIGO
0030 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Bob Dalter RDALTER
0031 1722 12-097O-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
Jean-Paul Cliquennois JCLIQUEN
0035 1722 12-0970-PNET Don Gelinas DGELINAS Robert Stando RSTANDO
V0001, W0521 1823 TBD BO REINHOLTZ BREINHO1 Mark Fedders MFEDDERS
V0020 1823 TBD TOM PODSIADLIK TPODSIAD Mark Fedders MFEDDERS
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1501 - 1502, 1510,
1515, 1521, 1525, Barbara Higgerson BHIGGERS
1527, 1535, 1550- Jennifer Smart JSMART1
1558, 1580 RSCERPEL Romeo Plant PNETPTO
Kimble Little KLITTLE3
5154 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
7200 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7209 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7210 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7212 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7215 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7218 Michael Schulhoff MSCHULHO AP0 - Chassis PNETPTO
7220 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7225 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7235 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
7240 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
210 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
Jim Podgorny JPODGORN
213 Trish Harris THARRIS4 Lincoln Mercury PNETSO
B001 - B060 TBD TBD Powertrain Operations PNETPTO
B030 James Brown JBROWN6 Powertrain Operations PNETPTO
B500 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B505 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B509 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B510 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B512 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B515 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B518 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B520 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B525 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B535,B7XX,B9XX Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
B540 Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
4890 John Wallace JWALLACE Vulcan Forge PNETPTO
6802,6810,6811, Dennis Crowe DCROWE
6831,6862,6863 Chuck Rivers CRIVERS Vehicle Ops - Dbn Stamping PNETMFG
7203 Valerie Blanchett VBLANCHE Vehicle Ops - Dbn Tool & Die PNETMFG
700-799 Scott Laing SLAING Electrical & Fuel Handling Division PNETEFHD
400-499 Scott Laing SLAING Electrical & Fuel Handling Division PNETEFHD
200,205,209 - 212,
220,240,250 - 252, Darrell Washington DWASHING
257 - 259 APO (ACD) PNETACD
Y8600 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
0012 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0013 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0014,0033 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0015 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0017,0018 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0019 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0030 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0031 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
0035 Tom Gualdoni TGUALDON Livonia Plant PNETPTO
V0001, W0521 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0020 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
</TABLE>
1 OF 38
<PAGE> 20
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RADAMCZY
RAY ADAMMCZYK MALUMACH
V0030 1823 TBD CRAIG BECKER CBECKER2 Mark Fedders MFEDDERS
V0100, V0571 1823 TBD Tim Schilk TSCHILK Mark Fedders MFEDDERS
V0310 1823 TBD Martin Lindsley MLINDSLE Mark Fedders MFEDDERS
V0320, V0350 1823 TBD Chuck Muir CMUIR Mark Fedders MFEDDERS
V0330 1823 TBD Mike Baur MBAUR Mark Fedders MFEDDERS
V0370 1823 TBD Martin Taylor MTAYLO13 Mark Fedders MFEDDERS
V0380 1823 TBD Michael Nowicki MNOWICK2 Mark Fedders MFEDDERS
V0551 1823 TBD Ron Holcomb RHOLCOM1 Mark Fedders MFEDDERS
V0531 1823 TBD Michael Dick MDICK Mark Fedders MFEDDERS
V0551 1823 TBD Ray Adamczyk RADAMCZY Mark Fedders MFEDDERS
V0561 1823 TBD Craig Becker CBECKER2 Mark Fedders MFEDDERS
Mark Blair MBLAIR1
0810-0880 1827 TBD Mike Walker MWALKER Daniel Gardello DGARDETT
1083 - 1090, 6701,
8110 2301 12-0970-PNET Bob Major RMAJOR Polly Schlafhauster PSCHLAFH
370 2450 25A-2744-PNET Dan Rivard JPALAZZ2 Steve Lockwood SLOCKWOO
372 2450 25A-2744-PNET Tim Boyd TBOYD Steve Lockwood SLOCKWOO
400 2450 25A-2744-PNET Phil Nome PNOME Tim Kauper TKAUPER
427 2450 25A-2744-PNET RENAN SANTOS RSANTOS4 Tim Kauper TKAUPER
Jeff Morgan MORGAN6
Kenya Black KBLACK3
Cathy Callan CCALLAN
431 2450 25A-2744-PNET Peg Anthony PANTHONY Tim Kauper TKAUPER
432 2450 25A-2744-PNET Sandra Nicholls SNICHOLL Tim Kauper TKAUPER
570 2450 25A-2744-PNET David Smith DSMITH42 Tlm Kauper TKAUPER
600 2450 25A-2744-PNET David Laberge DLABERGE Tim Kauper TKAUPER
Verna Zahn VZAHN
Peter Gough PGOUGH Brenda Walker BWALKER2
851 2450 25A-2744-PNET Marlene Androff MANDROFF Marlene Androff MANDROFF
856 2450 25A-2744-PNET Ron Thomas RTHOMA19 Alan Bennett ABENNETT
858 2450 25A-2744-PNET SUSAN KLARK SKLARK Tim Kauper TKAUPER
Phil Horlock PHORLOCK
900 2450 25A-2744-PNET Carolyn Alderman CALDERMA Tim Kauper TKAUPER
902 2450 25A-2744-PNET Kay Winsauer KWINSAUl Joel Starr JSTARR1
David Cosper DCOSPER
904 2450 25A-2744-PNET Ted Cannis TCANNIS Tim Kauper TKAUPER
Lloyd Hansen LHANSEN
906 2450 25A-2744-PNET Mary Soranno MSORANNO Tim Kauper TKAUPER
907 2450 25A-2744-PNET E.J. STEDEM, JR ESTEDEM Tim Kauper TKAUPER
Don Cook DCOOK9
911 2450 25A-2744-PNET Debbie Frederick DFREDERI Tim Kauper TKAUPER
Rob Phebus RPHEBUS
912 2450 25A-2744-PNET Mary Guest MGUEST Tim Kauper TKAUPER
915 2450 25A-2744-PNET Jim Gouin JGOUIN Tim Kauper TKAUPER
918 2450 25A-2744-PNET LINDA LEE LLEE2 Tim Kauper TKAUPER
Lisa Marchetti LMARCHET
922 2450 25A-2744-PNET Andy Warner AWARNER1 Tim Kauper TKAUPER
923 2450 25A-2744-PNET Paul Scarcello PSCARCEL Susan Tarpley STARPLEY
Mark Gruskin MGRUSKIN
Bill Flynn WFLYNN
980 2450 25A-2744-PNET Mike Roberts MROBER11 Tim Kauper TKAUPER
RICH VAN HOUSE RVANHOUS
990 2450 25A-2744-PNET D.M. Smith DSMITH35 Diane Jarke DJARKE
991 2450 25A-2744-PNET DAVID THOMAS DTHOMA22 Diane Jarke DJARKE
992 2450 25A-2744-PNET A.J. FLEMING FLEMING Diane Jarke DJARKE
993 2450 25A-2744-PNET JEFFREY BELL JBELL6 Diane Jarke DJARKE
994 2450 25A-2744-PNET ANNE BELEC ABELEC Diane Jarke DJARKE
995 2450 25A-2744-PNET SHERY DUBENIO. SDUBENIO Dlane Jarke DJARKE
996 2450 25A-2744-PNET MARK FIELDS MFIELDS Diane Jarke DJARKE
371 - 375 2450 25A-2744-PNET Steve Lockwood SLOCKWOO Steve Lockwood SLOCKWOO
417 - 421 2450 25A-2744-PNET BEBE CHAPP BCHAPP Tim Kauper TKAUPER
919 - 920 245O 25A-2744-PNET BONNIE ZWONITZER BZWONITZ GGOLLAHE
Paul Hoye PHOYE
110 2560 25A-2744-PNET Diane Powers DPOWERS Juana Wasserman JWASSERM
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
V0030 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0100, V0571 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0310 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0320, V0350 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0330 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0370 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0380 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0551 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0531 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0551 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
V0561 Nancy Martin NMARTIN3 Sterling Plant PNETPTO
0810-0880 Bruce Campbell BCAMPBE3 Van Dyke Plant PNETPTO
1083 - 1090, 6701
8110 Henry Palmer HPALMER VO-T&T'S PNETMFG
370 Sy Cole SCOLE3 SVO PNETSO
372 Sy Cole SCOLE3 SVO PNETSO
400 Sy Cole SCOLE3 Marketing Services PNETSO
427 Mark Dickins MDICKENS E&T PNETSO
431 Sy Cole SCOLE3 Special Vehicle Operations PNETSO
432 Sy Cole SCOLE3 CA&CC PNETSO
570 Mark Dickins MDICKINS PNETSO
600 Mark Dickins MDICKINS Marketing Services PNETSO
851 Linda Cook LCOOK6 Marketing Research Office PNETSO
Leo Seguin LSEGUIN
856 Joan Treves JTREVES Marketing Research Office PNETSO
858 Sy Cole SCOLE3 Marketing Research Office PNETSO
900 Terees McGaughy TMCGAUGH Marketing & Sales Controller's Office PNETSO
902 Paul Scarcello PSCARCEL PNETSO
904 Terees McGaughy TMCGAUGH PNETSO
906 Terees McGaughy TMCGAUGH PNETSO
907 Terees McGaughy TMCGAUGH PNETSO
911 Nerissa Morris NMORRIS Worldwide Mrkt. Plans & Strategy Office PNETSO
912 Terees McGaughy TMCGAUGH PNETSO
915 Terees McGaughy TMCGAUGH Marketing & Sales Controller's Office PNETSO
918 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
922 Terees McGaughy TMCGAUGH AM & WW Export Oper. Controller's Office PNETSO
923 Paul Scarcello PSCARCEL Customer Communications & Sales PNETSO
980 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
990 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
991 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
992 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
993 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
994 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
995 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
996 Leo Seguin LSEGUIN Worldwide Mrkt. Plans & Strategy Office PNETSO
371 - 375 Sy Cole SCOLE3 SVO PNETSO
417 - 421 Leo Seguin LSEGUIN E & T PNETSO
919 - 920 Sy Cole SCOLE3 PNETSO
110 Sandy Krus SKRUS1 DAR PNETSO
</TABLE>
AS OF 7/21/97 2 OF 38
<PAGE> 21
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kelle Vela KVELA
120 2460 25A-2744-PNET Rick Smith RSMITH3 Bill Kowalski WKOWALSK
121 2460 25A-2744-PNET Allan Bennett ABENNETT Bill Kowalski WKOWALSK
122 2460 25A-2744-PNET David Weir DWEIR2 Bill Kowalski WKOWALSK
122 2460 25A-2744-PNET Leanne Stevens LSTEVEN4 Bill Kowalski WKOWALSK
123 2460 25A-2744-PNET James Norris JNORRIS Bill Kowalski WKOWALSK
Art Fitzgerald AFITZGE1
124 2460 25A-2744-PNET Nick Ayres NAYRES Bill Kowalski WKOWALSK
126 2460 25A-2744-PNET James Suhay JSUHAY Bill Kowalski WKOWALSK
Anthony Kaduk AKADUK
201 2460 25A-2744-PNET Robert Smith RSMITH17 Robert W. Smith RSMITH17
202 2460 25A-2744-PNET Cynthia Mallia CMALLIA Robert W. Smith RSMITH17
204 2460 25A-2744-PNET Anthony Kaduk AKADUK Robert W. Smith RSMITH17
Bill Marlett WMARLETT
25A-2744-PNET Phil Chizek PCHIZEK
25A-220-129 Susan Golinske SGOLINSK
25A-2747-PNET Lee Sanders LSANDERS
205 2460 25A-2200-05 Georqe Lowe GLOWE Robert W. Smith RSMITH17
302 2460 25A-2744-PNET James McDonald JMCDONA4 Luke Anaejionu LANAEJIO
Larry Vernier LVERNIER
316 2460 25A-2744-PNET R. Bonifas RBONIFAS Luke Anaejionu LANAEJIO
25A-2744-PNET
317 2460 25A-2747-PNET J.D. Stewart JSTEWAR1 Tim Rumptz TRUMPTZ
25A-2744-PNET
318 2460 25A-2747-PNET R.A. Benson RBENSON1 Tim Rumptz TRUMPTZ
25A-2744-PNET
319 2460 25A-2747-PNET G.J. Mayo GMAYO Tim Rumptz TRUMPTZ
25A-2744-PNET
327 2460 25A-2747-PNET H. Wright HWRIGHT Tim Rumptz TRUMPTZ
Tom Wenzel TWENZEL
Jane Evans JEVANS9
Steve DeAngelis SDANGEL
Ron Stempowski RSTEMPOW
408 2460 25A-2744-PNET David Peterson DPETERS1 Allen Foos AFOOS
Bob Adams RADAMS3
Scott Higgins SHIGGINS1
Pat Howe PHOWE
Dick Newkirk RNEWKIRK
501 2460 25A-2744-PNET John Zarek JZAREK Dick Newkirk RNEWKIRK
703 2460 25A-2744-PNET Rosemary O'Malley ROMALLET Allen Foos AFOOS
705 2460 25A-2744-PNET Roland Thomas RTHOMAS5 Allen Foos AFOOS
720 2460 25A-2744-PNET Frank Ascione FASCIONE Allen Foos AFOOS
721 2460 25A-2744-PNET Bruce Bang BBANG Allen Foos AFOOS
722 2460 25A-2744-PNET Pat Ward PWARD Allen Foos AFOOS
723 2460 25A-2744-PNET John Quincey JQUINCEY Allen Foos AFOOS
724 2460 25A-2744-PNET Helen Corry HCORRY Allen Foos AFOOS
725 2460 25A-2744-PNET Lynn Merritt LMERRITT Allen Foos AFOOS
726 2460 25A-2744-PNET Robert Bremer RBREMER Allen Foos AFOOS
727 2460 25A-2744-PNET Al Hailey AHAILEY Allen Foos AFOOS
728 2460 25A-2744-PNET Walt McRae WMCRAE Allen Foos AFOOS
729 2460 25A-2144-PNET Jay Klahn JKLAHN Allen Foos AFOOS
73O 2460 25A-2744-PNET Jim Travers JTRAVERS Allen Foos AFOOS
731 2460 25A-2744-PNET Jim McDonald JMCDONA4 Allen Foos AFOOS
732 2460 25A-2744-PNET Trisha Roberts PROBER16 Allen Foos AFOOS
733 2460 25A-2744-PNET Tom Allison TALLISON Allen Foos AFOOS
734 2460 25A-2744-PNET Al White AWHITE2 Allen Foos AFOOS
735 2460 25A-2744-PNET Mike Kross MKROSS Allen Foos AFOOS
736 2460 25A-2744-PNET Al Walls AWALLS Allen Foos AFOOS
737 2460 25A-2744-PNET Jim McPhail JMCPHAIL Allen Foos AFOOS
738 2460 25A-2744-PNET Dave Cook DCOOK Allen Foos AFOOS
112 - 114 2460 25A-2744-PNET Christina Torres CTORRES3 Juana Wasserman JWASSERM
211 - 219 2460 25A-2744-PNET Frank Flesche FFLESCHE Robert W. Smith RSMITH17
303 - 305 2460 25A-2744-PNET Simon Psaila SPSAILA Luke Anaejionu LANAEJIO
306 - 315 2460 25A-2744-PNET Tom Eastman TEASTMAN Luke Anaejionu LANAEJIO
25A-2744-PNET
320 - 323 2460 25A-2747-PNET H.W. FARRINGTON BFARRING Tim Rumptz TRUMPTZ
Tom Wenzel TWENZEL
401 - 407 2460 25A-2744-PNET Jane Evans JEVANS8 Allen Foos AFOOS
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
120 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
121 Peter Warthmann PWERTHMA Customer Service Planning & Development PNETSO
122 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
122 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
123 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
124 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
126 Peter Werthmann PWERTHMA Customer Service Planning & Development PNETSO
201 Peter Warthmann PWERTHMA Vehicle Service & Programs PNETSO
202 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
204 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
205 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
302 Cindy Longacre CLONGACR TSO PNETSO
316 Cindy Longacre CLONGACR TSO PNETSO
317 Don Vincent DVINCENT TSO PNETSO
318 Don Vincent DVINCENT TSO PNETSO
319 Don Vincent DVINCENT TSO PNETSO
327 Don Vincent DVINCENT TSO PNETSO
408 Margaret Kinney PKINNEY1 Commerical Vehicle Operations PNETSO
501 John Harju JHARJU Customer Assistance PNETSO
703 Don Vincent DVINCENT Customer Service Operations PNETSO
705 Don Vincent DVINCENT Customer Service Operations PNETSO
720 Don Vincent DVINCENT Customer Service Operations PNETSO
721 Don Vincent DVINCENT Customer Service Operations PNETSO
722 Don Vincent DVINCENT Customer Service Operations PNETSO
723 Don Vincent DVINCENT Customer Service Operations PNETSO
724 Don Vincent DVINCENT Customer Service Operations PNETSO
725 Don Vincent DVINCENT Customer Service Operations PNETSO
726 Don Vincent DVINCENT Customer Service Operations PNETSO
727 Don Vincent DVINCENT Customer Service Operations PNETSO
728 Don Vincent DVINCENT Customer Service Operations PNETSO
729 Don Vincent DVINCENT Customer Service Operations PNETSO
73O Don Vincent DVINCENT Customer Service Operations PNETSO
731 Don Vincent DVINCENT Customer Service Operations PNETSO
732 Don Vincent DVINCENT Customer Service Operations PNETSO
733 Don Vincent DVINCENT Customer Service Operations PNETSO
734 Don Vincent DVINCENT Customer Service Operations PNETSO
735 Don Vincent DVINCENT Customer Service Operations PNETSO
736 Don Vincent DVINCENT Customer Service Operations PNETSO
737 Don Vincent DVINCENT Customer Service Operations PNETSO
738 Don Vincent DVINCENT Customer Service Operations PNETSO
112 - 114 Sandy Krus SKRUS1 DAR PNETSO
211 - 219 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
303 - 305 Cindy Longacre CLONGACR TSO PNETSO
306 - 315 Cindy Longacre CLONGACR TSO PNETSO
320 - 323 Don Vincent DVINCENT TSO PNETSO
401 - 407 Margaret Kinney PKINNEY1 Commerical Vehicle Operations PNETSO
</TABLE>
3 of 38
<PAGE> 22
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Brad Brownell
Jim DeCarlo
504 -513 2460 25A-2744-PNET Mike Steckler MISTECKL1 Jim Decarlo JDECARLO
700-799 2460 25A-2744-PNET Joe Lafambois JULAFRAM1 Allen Foos AFOOS
701, 702, 740 2460 25A-2744-PNET TBD TBD Allen Foos AFOOS
121 2622 25C-2744-PNET Mike Rickett MIRICKETT Alan Bennett ABENNETT
Gary Long
Kim Irwin
Bob Grimes
Rich Delskas
25C-2744-PNET Eric Nunez ENUNEZ
160 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET Don Morgan DMORGANA
161 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET Don Schwenk DSCHWENK
162 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET John Cooper
163 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
</TABLE>
<PAGE> 23
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC CHARGE NAME PROFS ID NAME PHOTO ID
(AIS) CODE*
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Brad Brownell BBROWNEL
Jim DeCarlo JDECARLO
504-513 2460 25A-2744-PNET Mike Steckler MSTECKL1 Jim DeCarlo JDECARLO
700-799 2460 25A-2744-PNET Joe LaFambois LAFRAM1 Allen Foos AFOOS
701, 702, 740 2460 25A-2744-PNET TBD TBD Allen Foos AFOOS
121 2622 25C-2744-PNET Mike Rickett MRICKETT Alan Bennett ABENNETT
Gary Long GLONG
Kim Irwin KIRWIN
Bob Grimes RGRIMES
Rich Detskas REDTSKAS
25C-2744-PNET Eric Nunez ENUNEZ
160 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET Don Morgan DMORGAN4
161 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET Don Schwenk DSCHWENK
2622 25C-2747-PNET Jetty Lomonaco JLOMONAC Juana Wasserman JWASSERM
162 25C-2744-PNET John Cooper JCOOPE18
163 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
25C-2744-PNET Mike Warwood MWARWOOD
164 2622 25C-2747-PNET Jerry Lomonaco JLOMONAC Juana Wasserman JWASSERM
Ron Turecki RTURECK1
801 2622 25C-2744-PNET John Russ JRUSSI Alan Bennett ABENNETT
Warren Merz WMERZ
Richard Cervi RCERVI
Tony Koterba AKOTERBA
Tony Love TLOVE
841 2622 25C-2744-PNET John McGowan JMCGOWAN Alan Bennett ABENNETT
John Oakland JOAKLAND
845 2622 25C-2744-PNET John McGowan JMCGOWAN Alan Bennett ABENNETT
John Oakland JOAKLAND
848 2622 25C-2744-PNET Tony Koterba AKOTERBA Alan Bennett ABENNETT
John Oakland JOAKLAND
852 2622 25C-2744-PNET Tony Love TLOVE Alan Bennett ASENNETT
880 2622 25C-2744-PNET Garry Frederick GFREDER2 Alan Bennett ABENNETT
890 2622 25C-2744-PNET Garry Frederick GFREDER2 Alan Bennett ABENNETT
Stan Gilchrist SGILCHRI
Dan Prais DPRAIS
Dick Westemeier DWESTEME
891 2622 25C-2744-PNEI Jack Palumbo JPALUMBO Alan Bennett ABENNETT
Don Kaercher DKAERCHE
898 2622 25C-2744-PNET Michael Warrillow MWARRIL2 Alan Bennett ABENNETT
DAN MCLEAN DMCLEAN
899 2622 25C-2744-PNET Warren Merz WMERZ Alan Bennett ABENNETT
Tom Hennessy THENNES1
J.L. Sullivan JSULLIV5
Bud Fisher BFISHER
802-808 2622 25C-2744-PNET Warren Merz WMERZ Alan Bennett ABENNETT
840-851 2622 25C-2744-PNET John Oakland JOAKLAND Alan Bennett ABENNETT
John Oakland JOAKLAND
853-858 2622 25C-2744-PNET Jack Palumbo JPALUMBO Alan Bennett ABENNETT
892-895 2622 25C-2744-PNET Bob Nolan RNOLAN Alan Bennett ABENNETT
13-0933-PNET Robert Jones
25A-2744-PNET Cathy Lynch
100-190 2704 12-0970-PNET Kim Johnson Eileen Moeller EMOELLER
13-0933-PNET
25A-2744-PNET Bill Agne WAGNE
1000-8600 2712 12-0970-PNET Marilyn Bingamen MBINGAME Bill Doherty(B/UP) BDOHERTY
*G1050 - G1059,
G1080 - G1099 5001 13-0970-PNET James Buczkowski JBUCZKOW Mike Renaud MRENAUD1
GLOTZHO Dennis Glotzhober DGLOTZHO
A03 5001 TBD Dennis Glotzhoberd
A06,AO9 5001 25A-2747-PNET Bob Moran RMORAN1 Janet O'Connell JOCONNEL
A1540,AI548 5001 25G-2744-PNET K M. Brown KBROWN14 Carol Sullivan CSULLIV1
A1570-A1579 5001 25G-2744-PNET Tim O'Brien TOBRIEN Carol Sullivan CSULLIV1
A1580 5001 25G-2744-PNET R.H. Munson RMUNSON Carol Sullivan CSULLIV1
</TABLE>
<TABLE>
<CAPTION>
DEPT HR HR ACTIVITY MAILBOX
# NAME PROFS ID
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
504-513 John Harju JHARJU Customer Assistance PNETSO
700-799 Don Vincent DIVINCENT PNETSO
701, 702, 740 Don Vincent DIVINCENT Customer Service Operations PNETSO
121 Bridget Stoller BSTOLLER PS&L PNETSO
160 Peter Werthmann PWERTHMA RPP PNETSO
161 Peter Wefthmann PWERTHMA RPP PNETSO
162 Peter Westhmann PWERTHMA RPP PNETSO
163 Peter Werthmann PWERTHMA RPP PNETSO
164 Peter Wefthmann PWERTHMA RPP PNETSO
Leo Seguin LSEGUIN
801 Joan Treves JTREVES PS&L PNETSO
841 Nerisse Morris NMORRIS PS&L PNETSO
Leo Seguin LSEGUIN
845 Bill Osborne BOSBORNE PS&L PNETSO
Leo Seguin LSEGIJIN
848 Harry Bryant HBRYANT PS&L PNETSO
Leo Seguin LSEGUIN
852 Laurie Phelps LPHELPS, PS&L PNETSO
880 Leo Seguin LSEGIJIN PS&L PNETSO
890 Leo Seguin LSEGUIN PS&L PNETSO
891 Joan Treves JTREVES PS&I PNETSO
898 Gwynne Jennings GJENNING PS&L PNETSO
899 Neisse Morris NMORRIS PS&L PNETSO
Joan Treves JTREVES
802-808 Gwynne Jennings GJENNING PS&L PNETSO
840-851 Leo Seguin LSEGUIN PS&L PNETSO
Leo Seguin LSEGUIN
853-858 Joan Treves JTREVES PNETSO
892-895 Joan Treves JTREVES PS&L PNETSO
100-190 Doug Zahn DZAHN Automotive Component Division PNETACD
1000-8600 Gary Seals GSEALS Utica Plant PNETACD
*G1050 - G1059,
G1080 - G1099 George Valsa GVALSA Quality PNETQUAL
A03 Hal Grimm HGRIMM Employee Relations PNETFAO
A06,AO9 Shirley Gardner SGARDNER HR PNETFAO
Bob Dawson RDAWSON3 (T)
A1540,AI548 Julie Wilkinson JWILKEN3 (C) PNETFAO
Bob Dawson RDAWSON3 (T)
A1570-A1579 Julie Wilkinson JWILKEN3 (C) PNETFAO
Bob Dawson RDAWSON3 (T)
A1580 Julie Wilkinson JWILKEN3 (C) PNETFAO
</TABLE>
4 of 38
<PAGE> 24
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A1581, A1591 5001 25G-2744-PNET Mary Combee MCOMBEE Carol Sullivan CSULLIV1
A1593 5001 25G-2744-PNET Mary Combee MCOMBEE Carol Sullivan CSULLIV1
A19 5001 13-0970-PNET TBD TBD Mike Renaud MRENAUD1
A2001 5001 25A-2744-PNET Ross Witschonke RWITSCHO Carol Sullivan CSULLIV1
Gary Sitzman GSITZMAN
Charlene Tennant CTENNAN2
A2003 5001 25A-2744-PNET Bob Dawson RDAWSON3 Mary Jo Brant MBRANT
Paul Weatherill PWEATHER
A23 5001 25A-2744-PNET Julie Wilkinson JWILKIN3 Mary Jo Brant MBRANT
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
Harry Jones HJONES
Pam Bolger PBOLGER
A26 - A48 5001 25A-2744-PNET John Turner JTURNER Eric Kramer EKRAMER
Rolf Woldt RWOLDT
A28, A47 5001 25A-2744-PNET Marcus Clarke MCLARKE1 Eric Kramer EKRAMER
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
A40 5001 25A-2744-PNET Tom Grant TGRANT Eric Kramer EKRAMER
ALL C'S 5001 25A-2744-PNET Diana M. Greig DGREIG Sue Neubauer SNEUBAUE
ALL C'S 5001 25A-2744-PNET Mary C. Caulfield MCAULFIE Sue Neubauer SNEUBAUE
LINDA SZAAL LSZAAL
PEGGY RATZE PRATZE
MARLENE RAMM MRAMM
BARBARA BAKER BBAKER
PEARLE MATTHEWS PMATTHEW
25G-2744-PNET ROZ JACKSON RJACKS03
ALL H'S 5001 25A-2744-PNET PAT COTHRAN PCOTHRA1 Ron Peters RPETERS2
Elaine Hopkins EHOPKIN
Arlene McLachlan AMCLACHL
C01 5OO1 25A-2744-PNET Lillian Karolyl LKAROLY1 Sue Neubauer SNEUBAUE
C02 5001 25A-2744-PNET Michelle Smart MSMART Sue Neubauer SNEUBAUE
C03 5001 25A-2744-PNET Jerry Anderson JANDER13 Sue Neubauer SNEUBAUE
C05 5001 25A-2744-PNET Diane Martin DMARTIN6 Sue Neubauer SNEUBAUE
C07 5001 25A-2744-PNET Neil Golightly NGOLIGHT Sue Neubauer SNEUBAUE
C08 5001 25A-2744-PNET Jeanette V. Novak JNOVAK3 Sue Neubauer SNEUBAUE
C09 5001 25A-2744-PNET Kristine Blahnik KBLAHNIK Sue Neubauer SNEUBAUE
C1O1, C400 5001 25A-2744-PNET Edda Laframboise ELAFRAMB Sue Neubauer SNEUBAUE
C102 5001 25A-2744-PNET Julie Micik JMICIK Sue Neubauer SNEUBAUE
C117 5001 25A-2744-PNET Cheryl Crawford CCRAWFO3 Sue Neubauer SNEUBAUE
C17 5001 25A-2744-PNET Terry Herron THERRON Sue Neubauer SNEUBAUE
C18, C20, C31 5001 25A-2744-PNET Shirley Hill SHILL2 Sue Neubauer SNEUBAUE
C19 5001 25A-2744-PNET Kristine Blahnik KBLAHNIK Sue Neubauer SNEUBAUE
Shirley Hill SHILL2
C21 5001 25A-2744-PNET Gloria Brewer GBREWER2 Sue Neubauer SNEUBAUE
C313 5001 25A-2744-PNET TBD TBD Sue Neubauer SNEUBAUE
C314, C316 5001 25A-2744-PNET Carol Bonamici CBONAMIC Sue Neubauer SNEUBAUE
C315, C450 5001 25A-2744-PNET Bev Boyer BBOYER Sue Neubauer SNEUBAUE
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bob Dawson RDAWSON3 (T)
A1581, A1591 Julie Wilkinson JWILKIN3(C) PNETFAO
Bob Dawson RDAWSON3 (T)
A1593 Julie Wilkinson JWILKIN3(C) PNETFAO
A19 George Valsa GVALSA Quality PNETQUAL
Bob Dawson RDAWSON3 (T)
A2001 Julie Wilkinson JWILKIN3(C) Technical Affairs PNETFAO
Bob Dawson RDAWSON3 (T)
A2003 Julie Wilkinson JWILKIN3(C) Technical Affairs PNETFAO
Bob Dawson RDAWSON3 (T)
A23 Julie Wilkinson JWILKIN3(C) Technical Affairs PNETFAO
A26 - A48 Chuck Duchene CDUCHENE Employee Relations PNETFAO
A28, A47 Chuck Duchene CDUCHENE PNETFAO
A40 Chuck Duchene CDUCHENE PNETFAO
Bob Dawson RDAWSON3 (T)
ALL C'S Julie Wilkinson JWILKIN3(C) PNETFAO
Bob Dawson RDAWSON3 (T)
ALL C'S Julie Wilkinson JWILKIN3(C) PNETFAO
Bob Dawson RDAWSON3 (T)
Julie Wilkinson JWILKIN3(C) PNETFAO
Bob Dawson RDAWSON3 (T)
C01 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C02 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C03 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C05 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C07 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C08 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
C09 Bob Dawson RDAWSON3 (T) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C1O1, C400 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C102 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C117 Julie Wilkinson JWILKIN3(C) FAO PNETFAO
Bob Dawson RDAWSON3 (T)
C17 Julie Wilkinson JWILKIN3(C) FAO PNETFAO
Bob Dawson RDAWSON3 (T)
C18, C20, C31 Julie Wilkinson JWILKIN3(C) FAO PNETFAO
Bob Dawson RDAWSON3 (T)
C19 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C21 Julie Wilkinson JWILKIN3(C) FAO PNETFAO
Bob Dawson RDAWSON3 (T)
C313 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C314, C316 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3 (T)
C315, C450 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
</TABLE>
5 of 38
<PAGE> 25
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account Requisitioner Requisitioner Finance Finance
# Loc. Charge Name Profs ID Name Profs ID
(AIS) Code*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
C318 5001 25A-2744-PNET Donna Vinikour DVINIKOU Sue Neubauer SNEUBAUE
C319 5001 25A-2744-PNET Annette Green AGREEN2 Sue Neubauer SNEUBAUE
C41 5001 25A-2744-PNET Joyce Kennedy JKENNEDY5 Sue Neubauer SNEUBAUE
25A-2747-PNET Constance Galloway CGALLOWA
D0101 5001 25A-2744-PNET Kathy Attard KATTARD Lori Malaspina LMALASPI
D08 - D0805 5001 25A-2744-PNET Bob Bonish RBONISH Ron Kollar RKOLLAR
D0806 5001 25A-2744-PNET K. LaLonde KLALONDE Bruce Swancutt BSWANCUT
D0810 - D503,G0525 5001 25A-2744-PNET Bob Vitrone RVITRONE Bruce Swancutt BSWANCUT
D10 5001 25A-2744-PNET Arnold Miller AMILLER3 Ron Kollar RKOLLAR
D1002 - D1008, 25A-2744-PNET
D1030, D1080 5001 25A-2747-PNET Arnold Miller AMILLER3 Ron Kollar RKOLLAR
D11 - D11G 5001 25A-2744-PNET Marty Stacey MSTACEY Ron Kollar RKOLLAR
25A-2744-PNET
D11S, D402 5001 25A-2474-PNET Roger Samonek RSAMONEK Ron Kollar RKOLLAR
D12 - D12D 5001 25A-2744-PNET Peggy Pagliaroni PPAGLIAR Bev Chatman BCHATMAN
25A-2747-PNET
D12B 5001 25A-2744-PNET N. Barry Sloat BSLOAT Bev Chatman BCHATMAN
25A-2747-PNET
D13 - D14F 5001 25A-2744-PNET Patrick Beecher PBEECHER Bev Chatman BCHATMAN
25A-2747-PNET Patrick Beecher PBEECHER
D13A - D14F 5001 25A-2744-PNET Walt Talamont WTALAMON Bev Chatman BCHATMAN
25A-2744-PNET Jay Dull JDULL
D151 - D158 5001 25A-2747-PNET Paulette Moreno (B/UP) PMORENO Lori Malaspina LMALASPI
Dave Morgan DMorgan1
25A-2747-PNET Howard Johnson HJohnso3
D15A 5001 25A-2744-PNET Faye Emerson FEmerson Jim Schmidt JSCHMIDT
25A-2744-PNET Bill Dirksen WDIRKSEN
D15B 5001 25A-2747-PNET Alga Washington AWASHING Jim Schmidt JSCHMIDT
D15C 5001 25A-2744-PNET John Borg JBORG Ron Kollar RKOLLAR
25A-2747-PNET Charvala Adams CADAMS6
D161 - D166, D169 5001 25A-2744-PNET Lisa Scott-Bailey LBAILEY7 Lori Malaspina LMALASPI
25A-2747-PNET
D171 - D175 5001 25A-2744-PNET James Brown JBROWN6 Lori Malaspina LMALASPI
Gloria Martin GMARTIN2
D181 - D186 5001 25A-2744-PNET Sharon Wineka SWINEKA Jim Schmidt JSCHMIDT
Norm Pryor NPRYOR
25A-2744-PNET Bill Quarterman WQUARTER
D19 5001 25A-2747-PNET Glen Anderson GANDERS2 Bev Chatman BCHATMAN
25A-2744-PNET Linda Columbus LCOLUMB2
D191 5001 25A-2747-PNET Don Sicks (B/UP) DSICKS Lori Malaspina LMALASPI
Carolyn Koliba CKOLIBA
D192 5001 25A-2744-PNET Cathy Carpenter CCARPEN2 Jim Schmidt JSCHMIDT
25A-2744-PNET
D193 5001 25A-2747-PNET Bob Dawson RDAWSON3 Jim Schmidt JSCHMIDT
Jim Schmidt JSCHMIDT
Ed Moran EMORAN
D194, J70, J80, J90 5001 25A-2744-PNET Bethany Garman BGARMAN Sam Calchary SCALCHAR
25A-2744-PNET Dave Cooper DCOOPER3
D195 5001 25A-2747-PNET Marisa Hickson MHICKSCN Jim Schmidt JSCHMIDT
25A-2744-PNET
D196 5001 25A-2747-PNET Richard Davies RDAVIES4 Jim Schmidt JSCHMIDT
D20 5001 25A-2744-PNET Frank McNamarr FMCNAMAR Jim Schmidt JSCHMIDT
Jim Suber JSUBER
D23 5001 25A-2744-PNET M. Louis Camardo LCAMARDO Jim Schmidt JSCHMIDT
25A-2744-PNET Deena Royal DROYAL Jim Schmidt JSCHMIDT
D26 5001 25A-2747-PNET Sandy Bogatay SBOGATAY Bev Chatman BCHATMAN
25A-2744-PNET Deena Royal DROYAL
D27 5001 25A-2747-PNET Rich Pakula RPAKULA Bev Chatman BCHATMAN
25A-2744-PNET
D28 5001 25A-2747-PNET Gene Senterfitt JSENTERF Bev Chatman BCHATMAN
25A-2744-PNET
D400 5001 25A-2747-PNET Larry Perczak LPERCZAK Ron Kollar RKOLLAR
25A-2747-PNET Ron Kollar RKOLLAR
D405, D407, D1060 5001 25A-2744-PNET Chuck McCartney CMCCARTN Bruce Swancutt BSWANCUT
</TABLE>
<TABLE>
<CAPTION>
Dept. HR HR Activity Mailbox
# NAME PROFS ID
- -----------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C>
Bob Dawson RDAWSON3(T)
C318 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3(T)
C319 Julie Wilkinson JWILKIN3(C) Communications PNETFAO
Bob Dawson RDAWSON3(T)
C41 Juile Wilkinson JWILKIN3(C) Communications PNETFAO
D0101 Tom Stirling TSTIRLIN FAO PNETFAO
D08 - D0805 David Dilaura DDILAURA Employee Relations PNETFAO
D0806 David Dilaura DDILAURA HR PNETFAO
D0810 - D503,G0525 David Dilaura DILAURA HR PNETFAO
D10 David Dilauva DDILAURA FAO PNETFAO
D1002 - D1008,
D1030, D1080 David Dilaura DDILAURA FAO PNETFAO
D11 - D11G David Dilaura DDILAURA FAO PNETFAO
D11S, D402 David Dilaura DDILAURA FAO PNETFAO
D12 - D12D Cindy Walters CWALTERS PNETFAO
D12B Cindy Wallets CWALTERS HR PNETFAO
D13 - D14F Cindy Walters CWALTERS HR PNETFAO
D13A - D14F Cindy Walters CWALTERS Employee Relations PNETFAO
D151 - D158 Laura Compton LCOMPTON HR PNETFAO
D15A Laura Compton LCOMPTON Employee Relations PNETFAO
D15B Laura Compton LCOMPTCN Employee Relations PNETFAO
Susan Sovis SSOVIS
D15C Kim Scholtz KSCHOLTZ HR PNETFAO
D161 - D166, D169 Laura Compton LCOMPTON HR PNETFAO
D171-D175 Laura Compton LCOMPTON HR PNETFAO
D181 - D186 Laura Compton LCOMPTON FAO PNETFAO
D19 Kimberly Scholtz KSCHOLT1 HR PNETFAO
D191 Laura Compton LCOMPTON HR PNETFAO
D192 Laura Compton LCOMPTON Employee Relations PNETFAO
D193 Laura Compton LCOMPTON Employee Relations PNETFAO
D194, J70, J80, J90 Laura Compton LCOMPTCN Employee Relations PNETFAO
D195 Susan Sovis SSOVIS HR PNETFAO
D196 Susan Sovis SSOVIS HR PNETFAO
D20 Lauta Compton LCOMPTON Employee Relations PNETFAO
D23 Susan Sovis SSOVIS HR PNETFAO
D26 Kimberly Scholtz KSCHOLT1 HR PNETFAO
D27 Kimberly Scholtz KSCHOLTI HR PNETFAO
D28 Kimberly Scholtz KSCHOLTI HR PNETFAO
D400 David Dilaura DDILAURA HR PNETFAO
D405, D407, D1060 David Dilaura DDILAURA Employee Relations PNETFAO
</TABLE>
6 of 38
<PAGE> 26
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE
# LOC [AIS] CODE* NAME PROFS ID NAME
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
D701 5001 25A-2744-PNET Cyndi Selke CSELKEl Bruce Swancutt
0702 5001 25A-2744-PNET Felicia Fields FFIELDS Bruce Swancutt
25A-2744-PNET
D705 5001 25A-2747-PNET Bruce Swancutt BSWANCUT Janet O'Connell!
D90 5001 25A-2744-PNET TBD TBD TBD
Marcus Clarke MCLARKE1
D91 - D99 5001 2SA-2744-PNET Rolf Woldt RWOLDT Eric Kramer
Marcus Clarke MCLARKE1
Rolf Woldt RWOLDT
D92 5001 25A-2744-PNET Harry Jones HJONES Eric Kramer
D936 5001 25A-2744-PNET Mark Leyda MLEYDA Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
Mark Leyda, MLEYDA
D937 - D946 5001 25A-2744-PNET Ruth Gramllch RGRAMUCH Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
D938 - D948 5001 25A-2744-PNET Mark Leyda MLEYDA Dave Pittman
Marcus Clarke MCLARKE1
Rolf Woldt RWOLDT
D94 - D98 5001 25A-2744-PNET Mark Leyda MLEYDA Eric Kramer
Rolf Woldt RWOLDT
D940 - D960 5001 25A-2744-PNET Marcus Clarke MCLARKE1 Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
Mark Leyda MLEYDA
D947 5001 25A-2744-PNET Ruth Gramlich RGRAMLICH Dave Pittman
D948A 5001 25A-2744-PNET Mark Leyda MLEYDA Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
Gary Markwardt GMARKWAR
D949- D952 5001 25A-2744-PNET David Samuels DSAMUELS Dave Pittman
Marcus Clarke MCLARKE1
Rolf Woldt RWOLDT
D96 5001 25A-2744-PNET Larry Seltz LSELTZ Eric Kramer
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
D961 5001 25A-2744-PNET Bob Shook RSHOOK Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
D962 5001 25A-2744-PNET Bob Kiger RKIGER Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
D963 5001 25A-2744-PNET Marilynn Youngs MYOUNGS1 Dave Pittman
Rolf Woldt RWOLDT
Marcus Clarke MCLARKE1
D964 5001 25A-2744-PNET Da Shuri Aliko SALIKO Dave Plilman
Rolf Woldt RWOLDT
D966 5001 25A-2744-PNET Marcus Clarke MCLARKE Dave Pittman
Marcus Clarke MCLARKE1
Rolf Woldt RWOLDT
D97 5001 25A-2744-PNET Rick Rothermel RROTHERM Eric Kramer
Rob Porter
F81 5001 25A-2744-PNET Laurie Pecchia LPECCHIA Sheryl Herrick
Doris Pichini DPICHINI Rob Porter
F85 5001 25A-2744-PNET Linda Hurnann LHUMANN Sheryl Herrick
Rob Porter
F86 5001 25A-2744-PNET Denise Rose DROSE2 Sheryl Herrick
Linda Humann LHUMANN
Sue Maynarich SMAYNARI Rob Porter
F87 5001 25A-2744-PNET Doris Pichini DPICHINI Sheryl Herrick
Lee Borycz LBORYCZ
Anne Gebstadt AGEBSTAD
Judy Justice JJUSTICE Rob Porter
Sandy LeBlanc SLEBLANC Sheryl Herrick
F89 5001 25A-2744-PNET Clive Cooper CCOOPER2 Dave Clawson
G09-G0970 5001 13-0970-PNET Bob Kiessel RKIESSEL Mike Renaud
G0975-G0989 5001 13-0970-PNET Pat Jenuwine PJENUWIN Mike Renaud
</TABLE>
<TABLE>
<CAPTION>
DEPT. FINANCE HR HR ACTIVITY MAILBOX
# PROFS ID NAME PROFS ID
- -----------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
D701 BSWANCUT Tom Vance TVANCE HR PNETFAO
0702 BSWANCUT Kim Scholtz KSCHOLTI FAO PNETIFAO
D705 JOCONNEL Shirley Gardner SGARDNER HR PNETFAO
D90 TBD Kimberly Scholtz KSCHOLT1 Employee Relations PNETFAO
D91 - D99 EKRAMER Chuck Duchene CDUCHENE HR PNETFAO
D92 EKRAMER Chuck Duchene CDUCHENE HR PNETFAO
D936 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D937 - D946 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D938 - D948 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D94 - D98 EKRAMER Chuck Duchene CDUCHENE HR PNETFAO
D940 - D960 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D947 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D948A DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D949- D952 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D96 EKRAMER Chuck Duchene CDUCHENE HR PNETFAO
D961 DPITTMAN Chuck Duchene CDUCHENE Human Resources PNETFAO
D962 DPITTMAN Chuck Duchene CDUCHENE Human Resources PNETFAO
D963 DPITTMAN Chuck Duchene CDUCHENE Human Resources PNETFAO
D964 DPITTMAN Chuck Duchene CDUCHENE Human Resources PNETFAO
D966 DPITTMAN Chuck Duchene CDUCHENE HR PNETFAO
D97 EKRAMER Chuck Duchene CDUCHENE HR PNETFAO
RPORTER2
F81 SHERRICK Doris Pichini DPICHINI International Auto Operations PNETFAO
RPORTER2
F85 SHERRICK Doris Pichini DPICHINI International Auto Operations PNETFAO
RPORTER2
F86 SHERRICK Doris Pichini DPICHINI International Auto Operations PNETFAO
RPORTER2
F87 SHERRICK Doris Pichini DPICHINI International Auto Operations PNETFAO
RPORTER2
SHERRICK
F89 DCLAWSO1 Doris Pichini DPICHINI International Auto Operations PNETFAO
G09-G0970 MRENAUD1 George Valsa GVALSA Quality PNETQUAL
G0975-G0989 MRENAUD1 George Valsa GVALSA Quality PNETQUAL
</TABLE>
7 OF 38
<PAGE> 27
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE HR HR
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID NAME PROFS ID
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G0990-G0996 5001 13-0970-PNET Deborah Coleman DCOLEMAN Mike Renaud MRENAUD1 George Valsa GVALSA
Peter Urcheck PURCHECK
G0999 5001 13-0970-PNET Deborah Coleman DCOLEMA2 Mike Renaud MRENAUD2 George Valsa GVALSA
G1000 5001 13-0970-PNET Chris Oxley COXLEY Mike Renaud MRENAUD1 George Valsa GVALSA
G1001 5001 13-0970-PNET Mike Hamme MHAMME Mike Renaud MRENAUD1 George Valsa GVALSA
G1010-G1016 5001 13-0970-PNET Dee Kapur DKAPUR Mike Renaud MRENAUD1 George Valsa GVALSA
G1030, G1036,
G1071 5001 13-0970-PNET J. Anderson Mike Renaud MRENAUD1 George Valsa GVALSA
G1032, G1033 5001 13-0970-PNET John Sakioka JSAKIOKA Mike Renaud MRENAUD1 George Valsa GVALSA
G1060-G1073 5001 13-0970-PNET John White JWHITE2 Mike Renaud MRENAUD1 George Valsa GVALSA
Bob Mull RMULL
G1150 5001 13-0970-PNET Kathy McRae KMCRAE Mike Renaud MRENAUD1 George Valsa GVALSA
Bob Mull RMULL
G1151 5001 13-0970-PNET Kathy McRae KMCRAE Mike Renaud MRENAUD1 George Valsa GVALSA
Bob Mull RMULL
G1152 5001 13-0970-PNET Kathy McRae KMCRAE Mike Renaud MRENAUD1 George Valsa GVALSA
25G-2744-PNET Ron Peters RPETERS2 Bob Dawson RDAWSON3(T)
H01 5001 25A-2744-PNET Diana M. Greig DGREIG Ron Peters RPETERS2 Julie Wilkinson JWILKIN3(C)
25G-2744-PNET Bob Dawson RDAWSON3(T)
H03-H09WA 5001 25A-2744-PNET Ron Peters RPETERS2 Ron Peters RPETERS2 Julie Wilkinson JWILKIN3(C)
25G-2744-PNET Bob Dawson RDAWSON3(T)
H04, H09AT 5001 25A-2744-PNET Diana M. Greig DGREIG Ron Peters RPETERS2 Julie Wilkinson JWILKIN3(C)
Bob Dawson RDAWSON3(T)
H09CL, H100 5001 25G-2744-PNET Mary Caulfield MCAULFIE Ron Peters RPETERS2 Julie Wilkinson JWILKIN3(C)
25A-2744-PNET Bob Dawson RDAWSON3(T)
H105 5001 25G-2744-PNET Mary Caulfield GWOLD Ron Peters RPETERS2 Julie Wilkinson JWILKIN3(C)
Ronald Grahlman RGRAHLMA
Robert Volpe RVOLPE
13-0933-PNET(T) J.V. Bacskay JBACSKAY
J0550 5001 13-0970-PNET(C) Wilma Moorhold ESICKAFU Diane Dupuis DDUPUIS Danette Turco DTURCO
13-0970-PNET(C)
J1001, J1002 5001 13-0978-PNET(I.S.) Ken Hagan KHAGAN Ken Hagan KHAGAN Carolyn Koliba CKOLIBA
J1020, J1022-
J1029, 13-0970-PNET(C) Anne Sherman ASHERMAN
J1040-J1048 5001 13-0978-PNET(I.S.) Rick Habash RHABASH Ken Hagan KHAGAN Frank Stobbe FSTOBBE
Anne Sherman ASHERMAN
13-0970-PNET(C) Rick Habash RHABASH
J1021 5001 13-0978-PNET(I.S.) Stevie Cole SCOTE Ken Hagan KHAGAN Frank Stobbe FSTOBBE
Anne Sherman ASHERMAN
Rick Habash RHABASH
13-0970-PNET(C) Dave Cooper DCOOPER2
J1026, J1049 5001 13-0978-PNET(I.S.) Kevin Vasconi JVASCONI Ken Hagan KHAGAN Frank Stobbe FSTOBBE
13-0970-PNET(C)
J1030-J1039 5001 13-0978-PNET(I.S.) TBD TBD Ken Hagan KHAGAN Frank Stobbe FSTOBBE
Carol Watson CWATSON3
H.J. Madsen HMADSEN
C. Hartley CHARTLE1
13-0970-PNET(C) J. Notaro JNOTARO
J1336 5001 13-0978-PNET(I.S.) Tim Cavanaugh TCAVANAU Annette Dapprich ADAPPRIC Harry Breniser HBRENISE
Jim Buck JBUCK1
Darren Shelcusky DSHELCUS
Bob Schira RSCHIRA
Dale Harris DHARRI11
Paul Slatin PSLATIN
Doug Peterson DPETERS2
Mark Geoffrey MGEORFFRE
Dennis Fiscus DFISCUS
Leon Kott LKOTT
13-0970-PNET(C) Joseph Williams JWILLI26
J1350 5001 13-0978-PNET(I.S.) K. Sisolak KSISOLAK Annette Dapprich ADAPPRIC Harry Breniser HBRENISE
Jack Burns JBURNS1
Bob Everhart REVERHAR
Nick Belt NBELL1
J1410 5001 13-0978-PNET Fred Ream FREAM1 Steve Berta SBERTA Bob Frick RFRICK
</TABLE>
<TABLE>
<CAPTION>
DEPT.
# ACTIVITY MAILBOX
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
G0990-G0996 Quality PNETQUAL
G0999 Quality PNETQUAL
G1000 Adv Mfg Qual PNETQUAL
G1001 AVT-Quality PNETQUAL
G1010-G1016 AVT-Quality PNETQUAL
G1032, G1036,
G1071 Quality PNETQUAL
G1032, G1033 Quality PNETQUAL
G1060-G1073 Quality PNETQUAL
G1150 Quality PNETQUAL
G1151 Quality PNETQUAL
G1152 Quality PNETQUAL
H01 Govermental Affairs PNETFAO
H03-H09WA Govermental Affairs PNETFAO
H04, H09AT Govermental Affairs PNETFAO
H09CL, H100 Govermental Affairs PNETFAO
H105 Govermental Affairs PNETFAO
J0550 Corporate Finance PNETFAO
J1001, J1002 V.P. Office PNETLEAD
J1020, J1022-
J1029,
J1040-J1048 Enterprise Integration PNETLEAD
J1021 Enterprise Integration PNETLEAD
J1026, J1049 Enterprise Integration PNETLEAD
J1030-J1039 Process Reengineering PNETLEAD
J1336 Quality & Product Info Systems PNETLEAD
J1350 Quality & Product Info Systems PNETLEAD
J1410 PNETSO
</TABLE>
8 OF 38
<PAGE> 28
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE HR HR
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID NAME PROFS ID
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe Parambo JPARAMBO
Doug McGlaun DMCGLAUN
Dirk Heitzman DHEITZMA
Horst Ehlert HEHLERT
Nancy Ausum NAUSUM
Reinhard Bertuleit RBERTULE
Bob Palencik RPALENCI
Leo Cebuta LCEBULA
J1420 5001 13-0978-PNET Doug Bauer DBAUER2 Paul Pietrzak PPIETRZA Bob Frick RFRICK
J1430 5001 13-0978-PNET Bob Everhart REVERHAR Chris Kozakiewicz CKOZAKIE Bob Frick RFRICK
J1435 5001 13-0978-PNET Jack Burns JBURNS1 Steve Berta SBERTA Bob Frick RFRICK
J1440 5001 13-0978-PNET Dirk Heitzman DHEITZMA Chris Kozakiewicz CKOZAKIE Bob Frick RFRICK
J1450, J1451 5001 13-0978-PNET Bipin Patel BPATEL2 Chris Kozakiewicz CKOZAKIE Bob Frick RFRICK
J1455 5001 13-0978-PNET Sergio Ruffolo SRUFFOLO Steve Berta SBERTA Bob Frick RFRICK
13-0970-PNET(C) Robert Dickson RDICKSON
J1510 5001 13-0978-PNET(I.S.) Al Huberty AHUBERTY Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C) Robert Dickson RDICKSON
J1511 5001 13-0978-PNET(I.S.) Dan Lenardon DLENARDO Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C) Robert Dickson RDICKSON
J1512 5001 13-0978-PNET(I.S.) Sue Takai STAKAI Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C) Robert Dickson RDICKSON
J1513 5001 13-0978-PNET(I.S.) Andy Mellon AMELLON Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C) Robert Dickson RDICKSON
J1514 5001 13-0978-PNET(I.S.) Bert Moberg BMOBERG Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C)
J1515-J1519 5001 13-0978-PNET(I.S.) Robert Dickson RDICKSON Gwen Bynum GBYNUM Frank Stobbe FSTOBBE
13-0970-PNET(C)
J1531 5001 13-0978-PNET(I.S.) Ken Michel KMICHEL Patty Hanzek PHANZEK F. Stobbe FSTOBBE
13-0970-PNET(C) Paul Friedrich PFRIEDRI
J1533 5001 13-0978-PNET(I.S.) Dennis Brining DBRINING Betty Jane Amman BAMMAN F. Stobbe FSTOBBE
13-0970-PNET(C) Tom Mobley TMOBLEY
J1534 5001 13-0978-PNET(I.S.) Chuck Shumaker CSHUMAKE Betty Jane Amman BAMMAN F. Stobbe FSTOBBE
Bob Sarr BSARR
13-0970-PNET(C) Bob Thomas RTHOMAS1
J1535 5001 13-0978-PNET(I.S.) Paul Stasko PSTASKO Betty Jane Amman BAMMAN F. Stobbe FSTOBBE
13-0970-PNET(C)
J1536 5001 13-0978-PNET(I.S.) Brad Calkins BCALKINS Patty Hanzek PHANZEK F. Stobbe FSTOBBE
Richard Tucker RTUCKER
Larry Acciaioli LACCIAIO
John Abrahamson JABRAHA2
Tim Peters TPETERS
13-0970-PNET(C) Jack Wright JWRIGHT
J1540 5001 13-0978-PNET(I.S.) Hank Krzeiuk KHALIBOZ Tony Ventura TVENTURA F. Stobbe FSTOBBE
Richard Tucker RTUCKER
Larry Acciaoli LACCIAIO
John Abrahamson JABRAHA2
Tim Peters TPETERS
Jack Wright JWRIGHT
13-0970-PNET(C) Hank Krzciuk HKRZEIUK
J1541 5001 13-0978-PNET(I.S.) Ken Halibozek KHALIBOZ Tony Ventura TVENTURA F. Stobbe FSTOBBE
Richard Tucker RTUCKER
13-0970-PNET(C) Dave Biondi DBIONDI
J1542 5001 13-0978-PNET(I.S.) Duane Lawton DLAWTON Tony Ventura TVENTURA F. Stobbe FSTOBBE
13-0970-PNET(C)
J1550 5001 13-0978-PNET(I.S.) TBD TBD Patty Hanzek PHANZEK Frank Stobbe FSTOBBE
13-0970-PNET(C)
J1560 5001 13-0978-PNET(I.S.) Ed Niemyjsid ENIEMYJS Patty Hanzek PHANZEK Frank Stobbe FSTOBBE
13-0970-PNET(C) George Surdu GSURDU
J1561 5001 13-0978-PNET(I.S.) Mark Duhaime MDUHAIME Patty Hanzek PHANZEK Frank Stobbe FSTOBBE
13-0970-PNET(C)
J1562 5001 13-0978-PNET(I.S.) Anne-Marie Krul AKRUL Patty Hanzek PHANZEK Frank Stobbe FSTOBBE
13-0970-PNET(C) Phil Masser PMASSER1
J1570 5001 13-0978-PNET(I.S.) Ron Wong RWONG Gwen Bynum GBYNUM F. Stobbe FSTOBBE
13-0970-PNET(C) Phil Masser PMASSER1
J1571 5001 13-0978-PNET(I.S.) Ron Wong RWONG Gwen Bynum GBYNUM F. Stobbe FSTOBBE
13-0970-PNET(C) Ron Wong RWONG
J1572-J1579 5001 13-0978-PNET(I.S.) Bill Lassila WLASSILA Gwen Bynum GBYNUM F. Stobbe FSTOBBE
</TABLE>
<TABLE>
<CAPTION>
DEPT.
# ACTIVITY MAILBOX
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
J1420 PNETSO
J1430 PNETSO
J1435 PNETSO
J1440 PNETSO
J1450, J1451 PNETSO
J1455 PNETSO
J1510 Technical Services PNETLEAD
J1511 Technical Services PNETLEAD
J1512 Technical Services PNETLEAD
J1513 Technical Services PNETLEAD
J1514 Technical Services PNETLEAD
J1515-J1519 Technical Services PNETLEAD
J1531 Technical Services PNETLEAD
J1533 Technical Services PNETLEAD
J1534 Technical Services PNETLEAD
J1535 Technical Services PNETLEAD
J1536 Technical Services PNETLEAD
J1540 Technical Services PNETLEAD
J1541 Technical Services PNETLEAD
J1542 Technical Services PNETLEAD
J1550 Technical Services PNETLEAD
J1560 Technical Services PNETLEAD
J1561 Technical Services PNETLEAD
J1562 Technical Services PNETLEAD
J1570 Technical Services PNETLEAD
J1571 Technical Services PNETLEAD
J1572-J1579 Technical Services PNETLEAD
</TABLE>
9 OF 38
<PAGE> 29
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
13-0970-PNET(C) Ron Wong RWONG
J1573 5001 13-0978-PNET(I.S.) Donald Wareham DWAREHAM Gwen Bynum GBYNUM
13-0970-PNET(C) Ron Wong RWONG
J1574 5001 13-0978-PNET(I.S.) Bert Entsminger BENTSMIN Gwen Bynum GBYNUM
13-0970-PNET(C) Ron Wong RWONG
J1575-J1590 5001 13-0978-PNET(I.S.) Phil Masser PMASSER1 Gwen Bynum GBYNUM
Ron Wong RWONG
Debbie Wagner DWAGNER1
Ron Carr RCARR
Gene Kotlinski GKOTLINS
Jim Chakel JCHAKEL
George Troell GTROELL
Kevin Timms KTIMMS
13-0970-PNET(C) Pete Tsaprazis PTSAPRAZ
J1576 5001 13-0978-PNET(I.S.) Gary Gates GGATES Gwen Bynum GBYNUM
13-0970-PNET(C)
J1577-J1599 5001 13-0978-PNET(I.S.) Ron Wong RWONG Gwen Bynum GBYNUM
Forrest Mclaughlin FMCLAUG1
Chuck Wilkinson CWILKINS
13-0970-PNET(C) Bill Lassila WLASSILA
J1580 5001 13-0978-PNET(I.S.) Ron Wong RWONG Gwen Bynum GBYNUM
Peter Greene PGREENE
David Kramarczyk DKRAMARC
13-0970-PNET(C) Ron Wong RWONG
J1581 5001 13-0978-PNET(I.S.) Jack Ellis JELLIS Gwen Bynum GBYNUM
Peter Greene PGREENE
13-0970-PNET(C) David Kramarczyk DKRAMARC
J1582-J1585 5001 13-0978-PNET(I.S.) Ron Wong RWONG Gwen Bynum GBYNUM
Cynthia Liss CLISS
Jim Ubl JUBL
Adriana Karaboutis AKARABOU
Valerie Pontious VPONTIOU
Barb Strozynski BSTROZYN
Steve Brown SBROWN
Werner Shuette WSCHUET1
Fred Bosman FBOSMAN
Gary Larson GLARSON
Jim Harvey JHARVEY
13-0970-PNET(C) Joan St. Amand JSTAMAND
J1700 5001 13-0978-PNET(I.S.) Simon Clark SCLARK Jill Tamburro GTAMBURR
Nick Smither NSMITHER
John Ferguson JFERGUSO
Mark Krajewski MKRAJEWS
Richard Thwaite RTHWAITE
Dave Ramsey DRAMSEY1
Joe Hall JHALL5
Denny French DFRENCH
Pearl Lim PLIM
Dean Preston DPRESTON
Connie Widyanto CWIDYANT
Bob Cary RCARY
Jeff Kelly JKELLY1
Ron Bolen RBOLEN
13-0970-PNET(C) Don Beyer DBEYER
J1700 5001 13-0978-PNET(I.S.) Terry Grover TGROVER Jill Tamburro GTAMBURR
13-0970-PNET(C)
J1701 5001 13-0978-PNET(I.S.) Trish Buckley PBUCKLEY Jill Tamburro GTAMBURR
13-0970-PNET(C) Manfred Weck MWECK
J1800, J1801 5001 13-0978-PNET(I.S.) Dick Bryant RBRYANT Jill Tamburro GTAMBURR
Wafa Bunney WBUNNEY
13-0970-PNET(C) John Strasko JSTRASKO
J1900 5001 13-0978-PNET(I.S.) Craig Deuby CDEUBY Paul Towney PTOWMEY
<CAPTION>
DEPT HR HR
# NAME PROFS ID ACTIVITY MAILBOX
<S> <C> <C> <C> <C>
J1573 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1574 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1575-J1590 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1576 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1577-J1599 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1580 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1581 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1582-J1585 F. Stobbe FSTOBBE Technical Services PNETLEAD
J1700 Sarah Orwig SORWIG Financial Systems PNETLEAD
J1700 Sarah Orwig SORWIG Finance Systems PNETLEAD
J1701 Sarah Orwig SORWIG Finance Systems PNETLEAD
J1800, J1801 Sarah Orwig SORWIG ER/OGC Systems PNETLEAD
J1900 Chris Glaser CGLASER Production Purchasing PNETLEAD
</TABLE>
10 OF 38
<PAGE> 30
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Account
Dept Ops Charge Requisitioner Requisitioner Finance Finance
# Loc (AIS) Code* Name Profs ID Name Profs ID
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jim Hruby JHRUBY
Marty Bobb MBOPP
Norman Thomas NTHOMAS2
Jack Ellis JELLIS
Dave Roman DROMAN
Bob McMahon RMCMAHON
Pete Yuhas PYUHAS
Karen Kish KKISH
Bob Maheru BMAHERU
Ron Moorhead RMOORHEA
Andy Moir AMOIR1
Gary Burdick GBURDICK
13-0970-PNET(C) Rudy Stubler RSTUBLER
J1910 5001 13-0978-PNET(I.S.) Tim McKeague TMCKEAGU Paul Towmey PTWOMEY
Gary Burdick GBURDICK
Ronald Wolok RWOLOK
Ken Cook KCOOK
Jim Fekete JFEKETE
13-0970-PNET(C) Steve Hanson SHANSON
J1920 5001 13-0978-PNET(I.S.) Brian McCormick BMCCORMI Paul Towmey PTWOMEY
Wafa Bunney WBUNNEY
Al Cartier ACARTIER
Kathy Covert KCOVERT
Tom Gould TGOULD
Debie McLeari DMCLEARI
13-0970-PNET(C) Dave Scwann DSCWANN
J1930 5001 13-0978-PNET(I.S.) Sally Tuma STUMA Paul Towmey PTWOMEY
Bob Mittino RMITTINO
13-0970-PNET(C) Wayne Fercho WFERCHO Paul Towmey PTWOMEY
J1940 5001 13-0971-PNET(I.S.) Oskar Scheit OSCHEIT Nick Pagan NPAGAN
25A-2744-PNET Howard Welsh HWELSH1
J3103 5001 25G-2744-PNET K.R. Kent KKENT Ed Moran EMORAN
2SA-2744-PNET Caryn O'Connor COCONNO1
J3311 5001 25G-2744-PNET Linda Wyrobek LWYROBEK Ed Moran EMORAN
25A-2744-PNET Vince Bozich VBOZICH
J3450 5001 25G-2744-PNET Clint Hutto CHUTTO Ed Moran EMORAN
Michelle Caldwell MCALDWE2
25A-2744-PNET Margaret Weinck MWEINCK
J3501 5001 25G-2744-PNET Tom Yatko TYATKO Eric Law ELAW
25A-2744-PNET
J3505 5001 25G-2744-PNET Peter Smith PSMITT9 Peter Smith PSMITH9
25A-2744-PNET Michelle Caldwell MCALDWE2
J3515 5001 25G-2?44-PNET Tom Yatko TYATKO Tom Yatcko TYATCKO
Ted Starosciak TSTAROSC
Wayne McDaniels WMCDANIE
Ben Wold BWOLD
John Mills JMILLS
Marcy Salemi MSAIEMI
25A-2744-PNET Tom Eggan TEGGAN
J3520 5001 25G-2744-PNET Bill Boyd WBOYD1 Dave Clawson DCLAWSO1
Vince Bozich VBOZICH
25A-2744-PNET Clint Hutto CHUTT0
J3540 5001 25G-2744-PNET Tom Yatcko TYATKO Tom Yatcko TYATCKO
25A-2744-PNET Sam McCarter SMCCARTE
J6005 5001 Z5G-2744-PNET Randy Wilds RWILDS Mary Lehman MLEHMAN3
25A-2744-PNET Dennis Tosh DTOSH1
J6006 5001 25G-2744-PNET Jim Keefer JKEEFER1 Sam Calchary SCALHAR
25A-2744-PNET Diane Shimski DSHIMSKY1
J6007 5001 25G-2744-PNET David Rehor DREHOR Sam Calchary SCALCHAR
25A-2744-PNET
J6008 5001 25G-2744-PNET MEL STEPHENS MSTEPHEN Sam Calchary SCALCHAR
2SA-2744-PNET Will Periam WPERIAM
J6009 5001 25G-2744-PNET Mamie Washington MWASHING Sam Calchary SCALCHAR
25A-2744-PNET J.M. Williams JWILLI24
J6010 5001 25G-2744-PNET J.K. Goerke JGOERKE Ed Moran EMORAN
25A-2744-PNET
J6011 5001 25G-2744-PNET Kevin Reynolds KREYNOLD Sam Calchary SCALCHAR
<CAPTION>
Dept HR HR
# Name Profs ID Activity Mailbox
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J1910 Chris Glaser CGLASER Production Purchasing PNETLEAD
J1920 Chris Glaser CGLASER Production Purchasing PNETLEAD
J1930 Chris Glaser CGLASER Production Purchasing PNETLEAD
J1940 Chris Glaser CGLASER Production Purchasing PNETLEAD
J3103 Bethany Garman BGARMAN Corporate Finance PNETFAO
J3311 Bethany Garman BGARMAN Corporate Finance PNETFAO
J3450 Bethany Garman BGARMAN Corporate Finance PNETFAO
J3501 TBD TBD Corporate Finance PNETFAO
J3505 Bethany Garman BGARMAN Corporate Finance PNETFAO
J3515 TBD TBD Corporate Finance PNETFAO
Linda Freitag LFREITAG
J3520 John Ewald JEWALD Corporate Finance PNETFAO
J3540 Bethany Garman BGARMAN Corporate Finams PNETFAO
J6005 Bethany Garman BGARMAN PNETFAO
J6006 Bethany German BGARMAM PNETFAO
J6007 Bethany Garman BGARMAN PNETFAO
J6008 Bethany Garman BGARMAN PNETFAO
J6009 Bethany Garman BGARMAN PNETFAO
J6010 Bethany Garman BGARMAN Corporate Finance PNETFAO
J6011 Bethany Garman BGARMAN Corporate Finance PNETFAO
</TABLE>
11 OF 38
<PAGE> 31
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE HR
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID NAME
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
25A-2744-PNET D.S. Sobczynski DSOBCZYN1
J6012 5001 25G-2744-PNET A.J. WELMERS RMUNSON Ed Moran EMORAN Bethany Garman
13-0970-PNET Germaine Fisher GFISHER EMORAN
J6101 5001 25A-2744-PNET Jerry Bolthouse JBOLTHOU Ed Moran CC-DGREENBAU Bethany Garman
25A-2744-PNET N. Barry Sloat BSLOAT
J6201,J6204 5001 25G-2744-PNET Mamie Washington MWASHING Barry Sloat BSLOAT Bethany Garman
25A-2744-PNET
J85 5001 25G-2744-PNET TBD TBD Sam Calchary SCALCHAR Bethany Garman
25A-2744-PNET Malcolm Sutherland MSUTHER4
J91 5001 25G-2744-PNET Greg Wold GWOLD Ed Moran EMORAN Bethany Garman
25A-2744-PNET Lynn Bolouch LBOLUCH
J9201 5001 25G-2744-PNET Melanie Leavy MLEAVY Joanne Weiss JWEISS Joe Stocker
K01 5001 25A-2744-PNET Melanie Leavy MLEAVY Joanne Weiss JWEISS Joe Stocker
K02-K19,
K23, K31- Lynn Bolouch LBOLUCH
K33, K80 5001 25A-2744-PNET Melanie Leavy MLEAVY Joanne Weiss JWEISS Joe Stocker
Lynn Bolouch LBOLUCH
Melanie Leavy MLEAVY
Jo Mahaffey JMAHAFFE
Bonnie Bonner BBONNER1
Cindy Graham CGRAHAM4
K35 5001 25A-2744-PNET Kathi Lopez KLOPEZ1 Joanne Weiss JWEISS Joe Stocker
Dianna Rorabacher DRORABAC
P01,P23 5001 25A-2744-PNET Mary Beth Willde MWILKIE1 Janet O'Connell JOCONNEL Shirley Gardner
P02,P11, Jewell Cooper JCOOPER1
P31-P35 5001 25A-2744-PNET Betty Kowalczyk (BU) EKOWALCZ Janet O'Connell JOCONNEL Shirley Gardner
Dianna Rorabacher DRORABAC
Mary Beth Willde MWILKIE1
P03 5001 25A-2744-PNET Betty Kowalczyk EKOWALCZ Janet O'Connell JOCONNEL Shirley Gardner
P05,P07,
P14,P16 5001 25A-2744-PNET Joann Stocklin JSTOCKLI Janet O'Connell JOCONNEL Shirley Gardner
P08 5001 25A-2744-PNET Reba Williams RWILLIA7 Janet O'Connell JOCONNEL Shirley Gardner
P15,P17 5001 25A-2744-PNET Jewell Cooper JCOOPER1 Janet O'Connell JOCONNEL Shirley Gardner
Joann Stocklin JSTOCKLI
Betty Kowalczyk (BU) EKOWALCZ
P21 5001 25A-2744-PNET Jewell Cooper JCOOPER1 Janet O'Connell JOCONNEL Shirley Gardner
Phil Roberts PROBERT1
W02 5001 25A-2744-PNET Keith Bohn KBOHN Valerie Guibord VGUIBORD Angela Rankin-Yohannes
W05 5001 25A-2744-PNET Phil Roberts RROBERT1 Valerie Guibord VGUIBORD Angela Rankin-Yohanes
Sandy Fatt
A400 5005 25A-2744pPNET CARLOS MAZZZORIN-PSR CMAZZORI Ann Pacitti APACITTI Linda Columbus
ANDY BENEDICT-PSR ABENEDIC
Edward Blanch EBLANCH
George Marsh GMARSH Jane Glotzhober
Curtis Short CSHORT Sandy Fatt
A403 5005 25A-2744-PNET Joseph Smyth JSMYTH Ann Pacitti APACITTI Linda Columbus
Sandy Fatt
A405 5005 25A-2744-PNET STEVE ALDERMAN-PSR SALDERMA Ann Pacitti APACITTI Linda Columbus
Sandy Maczko
MORGAN JACKSON-PSR MJACKS11 Sandy Fatt
A410 5005 25A-2744-PNET Susan DeSandre SDESANDR Ann Pacitti APACITTI Linda Columbus
MANFRED SCHUETT-PSR MSCHUETT Sandy Maczko
Greg Grinnel GGRINNEL Sandy Fatt
Sandy Maczko
Sandy Fatt
A411 5005 25A-2744-PNET Michael O'Sullivan-PSR MOSULLIV Ann Pacitti APACITTI Linda Columbus
A413 5005 25A-2744-PNET Hugh Poore HPOORE Ann Pacitti APACITTI Linda Columbus
Mary Engdahl
Sandy Fatt
A420-A423 5005 25A-2744-PNET Uldis Sipois-PSR USIPOLS Ann Pacitti APACITTI Linda Columbus
Sandy Fatt
A425 5005 25A-2744-PNET Bruce Swift-PSR BSWIFT1 Ann Pacitti APACITTI Linda Columbus
Hank Chawansky
Sandy Fatt
Hank Chawansky
A430,A432, Sandy Fatt
A441 5005 25A-2744-PNET Linda Miller-PSR LMILLER8 Ann Pacitti APACITTI Linda Columbus
Hank Chawansky
Linda Miller-PSR LMILLER8 Sandy Fatt
A431 5005 25A-2744-PNET Ted Betley TBETLEY Ann Pacitti APACITTI Linda Columbus
<CAPTION>
Dept. HR
# Profs ID Activity Mailbox
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
J6012 BGARMAN Corporate Finance PNETFAO
J6101 BGARMAN Corporate Finance PNETFAO
J6201,J6204 BGARMAN Corporate Finance PNETFAO
J85 BGARMAN TBD PNETFAO
J91 BGARMAN TBD PNETFAO
J9201 JSTOCKER Corporate Finance PNETFAO
K01 JSTOCKER FAO PNETFAO
K02-K19,
K23, K31-
K33, K80 JSTOCKER FAO PNETFAO
K35 JSTOCKER Office of General Counsel PNETFAO
PO1,P23 SGARDNER FAO PNETFAO
P02,P11,
P31-P35 SGARDNER FAO PNETFAO
P03 SGARDNER Employee Relations PNETFAO
P05,P07,
P14,P16 SGARDNER Employee Relations PNETFAO
P08 SGARDNER FAO PNETFAO
P15,P17 SGARDNER FAO PNETFAO
P21 SGARDNER HR PNETFAO
W02 ARANKINY Employee Relations PNETFAO
W05 ARANKINY Employee Relations PNETFAO
SFATT(T)
A400 LCOLUMB2 Production Purchasing PNETFMSP
A403 LCOLUMB2 Production Purchasing PNETFMSP
A405 LCOLUMB2 Production Purchasing PNETFMSP
SMACZKO(T)
SFATT(T)
A410 LCOLUMB2 Production Purchasing PNETFMSP
SMACZKO(T)
SFATT(T)
A411 SMACZKO(T)
SFATT(T)
LCOLUMB2 Production Purchasing PNETFMSP
A413 LCOLUMB2 Production Purchasing PNETFMSP
MENGDAHL(T)
SFATT(T)
A420-A423 LCOLUMB2 Production Purchasing PNETFMSP
SFATT(T)
A425 LCOLUMB2 Production Purchasing PNETFMSP
HCHAWANS(T)
SFATT(T)
HCHAWANS(T)
A430,A432, SFATT(T)
A441 LCOLUMB2 Production Purchasing PNETFMSP
HCHAWANS(T)
SFATT(T)
A431 LCOLUMB2 Production Purchasing PNETFMSP
</TABLE>
12 OF 38
<PAGE> 32
ALL APPROVED FOR PEOPLENET
<TABLE>
<CAPTION>
Account
Dept Ops Charge Requisitioner Requisitioner Finance Finance
# Loc (AIS) Code* Name Profs ID Name Profs ID
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Linda Miller - PSR LMILLER8
A433 5005 25A-2744-PNET Bob Dubois RDUBOIS1 Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A434 5005 25A-2744-PNET Don Nelson DNELSON2 Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A435 5005 25A-2744-PNET Bob Bruce BBRUCE1 Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A436 5005 25A-2744-PNET Joe Smyth JSMYTH Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A437 5005 25A-2744-PNET John Steele JSTEELE1 Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A438 5005 25A-2744-PNET Andy Dave ADAVE Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A439 5005 25A-2744-PNET Dan Whelan DWHELAN Ann Pacitti APACITTI
Linda Miller - PSR LMILLER8
A440 5005 25A-2744-PNET Donna Wong DWONG Ann Pacitti APACITTI
A450 5005 25A-2744-PNET Gary Quick - PSR GQUICK Ann Pacitti APACITTI
A460 5005 25A-2744-PNET Doug Halliday - PSR DHALLIDA Ann Pacitti APACITTI
A465 5005 25A-2744-PNET Jeff Collins - PSR JCOLLIN1 Ann Pacitti APACITTI
A470 5005 25A-2744-PNET Dennis Connor - PSR DCONNOR Ann Pacitti APACITTI
A471 5005 25A-2744-PNET Charlie Ross - PSR CROSS1 Ann Pacitti APACITTI
Charlie Ross - PSR CROSS1
Cynthia Jefferson CJEFFERS
A472 5005 25A-2744-PNET Ronald Miller RMILLER7 Ann Pacitti APACITTI
A473 5005 25A-2744-PNET Mark Quay - PSR MQUAYOR Ann Pacitti APACITTI
Malcolm Pollard - PSR MPOLLAR1
A474 5005 25A-2744-PNET Dave Stephens DSTEVEN2 Ann Pacitti APACITTI
A475 5005 25A-2744-PNET Jeff Wellman - PSR JWELLMAN Ann Pacitti APACITTI
A480 5005 25A-2744-PNET Jean Mayer - PSR JMAYER1 Ann Pacitti APACITTI
N3400 5005 25A-2744-PNET Richard Honecker - PSR RHONECKE Ann Pacitti APACITTI
N3410 5005 25A-2744-PNET Larry Toth - PSR LTOTH Ann Pacitti APACITTI
Larry Toth LTOTH
N3410D 5005 25A-2744-PNET Jean Fisher JFISHER2 Ann Pacitti APACITTI
N3430 5005 25A-2744-PNET Ray Jensen - PSR RJENSEN Ann Pacitti APACITTI
N3440 5005 25A-2744-PNET Geoff Stuckey - PSR GSTUCKE1 Ann Pacitti APACITTI
N3450 5005 25A-2744-PNET Sue Kobat - PSR SKOBAT Ann Pacitti APACITTI
N3460-N3462 5005 25A-2744-PNET Dan Fortunato - PSR DFORTUNA Ann Pacitti APACITTI
Dan Fortunato - PSR DFORTUNA
N3460A, N3460B 5005 25A-2744-PNET Tim Carbary TCARBARY Ann Pacitti APACITTI
<CAPTION>
Dept HR HR
# Name Profs ID Activity Mailbox
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A433 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A434 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A435 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A436 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A437 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A438 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A439 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Hank Chawansky HCHAWANS(T)
Sandy Fatt SFATT(T)
A440 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
A450 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Mary Engdahl MENGDAHL(T)
Sandy Fatt SFATT(T)
A460 Linda Columbus LCOLUMB2 Production Purchasing PNETFMSP
Mary Engdahl MENGDAHL(T)
Sandy Fatt SFATT(T)
A465 Linda Columbus LCOLUMB2 Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
A470 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
A470 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
A472 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
A473 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Sandy Maczko SMACZKO(T)
Sandy Fatt SFATT(T)
A474 Linda Columbus LCOLUMB2(C) Production Purchasing PNETFMSP
Mary Engdahl MENGDAHL(T)
Sandy Fatt SFATT(T)
A475 Linda Columbus LCOLUMB2 Production Purchasing PNETFMSP
Mary Engdahl MENGDAHL(T)
Sandy Fatt SFATT(T)
A480 Linda Columbus LCOLUMB2 Production Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3400 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Jane Glotzhober JGLOTZHO(T)
Sandy Fatt SFATT(T)
N3410 Linda Columbus LCOLUMB2 Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3410D Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Mary Enghadl MENGDAHL(T)
N3430 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3440 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3450 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3460-N3462 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3460A, N3460B Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
</TABLE>
13 OF 38
<PAGE> 33
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Account
Dept Ops Charge Requisitioner Requisitioner Finance Finance
# Loc (AIS) Code* Name Profs ID Name Profs ID
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dan Fortunato - PSR DFORTUNA
N3460C 5005 25A-2744-PNET Carol Miller CMILLER2 Ann Pacitti APACITTI
N3470 5005 25A-2744-PNET Helmut Goebel - PSR HGOEBEL2 Ann Pacitti APACITTI
N3480 5005 25A-2744-PNET Mary Foster - PSR MFOSTER Ann Pacitti APACITTI
N3481 5005 25A-2744-PNET Mary Foster - PSR MFOSTER Ann Pacitti APACITTI
4097 5100 13-0970-PNET Nellie Neilans NNEILANS Clyde Ghee CGHEE
B8XX 5100 13-0933-PNET John Mantey JMANTEY Bride Jorgensen BJORGENS
13-0933-PNET(T) ANY EFHD
D400-D593 5100 13-0970-PNET(C) EMPLOYEE N/A Mike Jankowski MJANKOWS
13-0933-PNET(T)
J000,J101 5100 13-0970-PNET(C) Bill Powers WPOWERS Patrick Foley PFOLEY
13-0933-PNET(T)
J005,J050-J057 5100 13-0970-PNET(C) Peter Beardmore PBEARDMO Patrick Foley PFOLEY
13-0933-PNET(T)
J006 5100 13-0970-PNET(C) Pete Havstad PHAVSTAD Patrick Foley PFOLEY
13-0933-PNET(T)
J008 5100 13-0970-PNET(C) Frode Maasekidvaag FMASSEID Patrick Foley PFOLEY
13-0933-PNET(T)
J008 5100 13-0970-PNET(C) Wayne Johnson WJOHNSO7 Patrick Foley PFOLEY
13-0933-PNET(T)
J009-J011 5100 13-0970-PNET(C) Bob Culver RCULVER Patrick Foley PFOLEY
13-0933-PNET(T)
J040 5100 13-0970-PNET(C) Charles Wu CWU2 Rose Gossman MGOSSMAN
13-0933-PNET(T)
J041 5100 13-0970-PNET(C) Paul Killgoar PKILLGOA Rose Gossman MGOSSMAN
13-0933-PNET(T)
J044 5100 13-0970-PNET(C) Ken Heubner KHEUBNER Rose Gossman MGOSSMAN
13-0933-PNET(T)
J046 5100 13-0970-PNET(C) Alan Taub ATAUB Rose Gossman MGOSSMAN
13-0933-PNET(T)
J051 5100 13-0970-PNET(C) Irv Salmeen ISALMEEN Lynda Colovas LCOLOVAS
13-0933-PNET(T)
J058 5100 13-0970-PNET(C) Haren Gandhi HGANDHI Lynda Colovas LCOLOVAS
13-0933-PNET(T) Frode Maasekidvaag FMASSEID
J060 5100 13-0970-PNET(C) Wayne Johnson WJOHNSO7 Tom Hamilton THAMILTO
13-0933-PNET(T)
J066 5100 13-0970-PNET(C) Wayne Johnson WJOHNSO7 Tom Hamilton THAMILTO
13-0933-PNET(T)
J070 5100 13-0970-PNET(C) Rob Tabaczynski RTABACZY Patrick Foley PFOLEY
13-0933-PNET(T)
J071 5100 13-0970-PNET(C) Judy Curran JCURRAN1 Patrick Foley PFOLEY
13-0933-PNET(T)
J073 5100 13-0970-PNET(C) Mike Pulick MPULICK Patrick Foley PFOLEY
13-0933-PNET(T)
J077 5100 13-0970-PNET(C) Gary Vrsek GVRSEK Patrick Foley PFOLEY
13-0933-PNET(T)
J101 5100 13-0970-PNET(C) PAUL WEATHERILL RMUNSON Patrick Foley PFOLEY
J401 5100 13-0970-PNET Andy Acho AACHO Mary Jo Brant MBRANT
J420-J422 5100 13-0970-PNET Tim O'Brien TOBRIEN Mary Jo Brant MBRANT
J432 5100 13-0970-PNET Jim McErlain JMCERLAI Mary Jo Brant MBRANT
J440-J442,
J446-J449 5100 13-0970-PNET Elisa Crosby ECROSBY Mary Jo Brant MBRANT
J443 5100 13-0970-PNET Elisa Crosby ECROSBY Mary Jo Brant MBRANT
J444 5100 13-0970-PNET L.G. Kerrigan LKERRIGA Mary Jo Brant MBRANT
J445,J448,J488 5100 13-0970-PNET L.G. Kerrigan LKERRIGA Mary Jo Brant MBRANT
13-0970-PNET R.H. Munson RMUNSON
J600 5100 25A-2744-PNET Mary Combee MCOMBEE Mary Jo Brant MBRANT
<CAPTION>
Dept HR HR
# Name Profs ID Activity Mailbox
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sandy Fatt SFATT(T)
N3460C Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3470 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3480 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Sandy Fatt SFATT(T)
N3481 Linda Columbus LCOLUMB2(C) Facilities, Materials, Services & Purchasing PNETFMSP
Ingrid Butler IBUTLER
4097 Frank Sudmeier FSUDMEIE ATEO MFG. Engineering PNETPTO
B8XX Michael Schulhoff MSCHULHO APO - Chassis PNETPTO
D400-D593 Scott Laing SLAING Electrical & Feul Handling Division PNETEFHD
Bob Dawson RDAWSON3(T)
J000,J101 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J005,J050-J057 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J006 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J008 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J008 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J009-J011 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J040 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J041 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J044 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J046 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J051 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J058 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J060 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J063 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J066 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J070 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J071 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
Bob Dawson RDAWSON3(T)
J072 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
J073 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J077 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
Bob Dawson RDAWSON3(T)
J101 Julie Wilkinson JWILKIN3(C) Scientific Research Labs PNETFAO
J401 TBD TBD Environmental & Safety Engineering PNETFAO
J420-J422 TBD TBD Environmental & Safety Engineering PNETFAO
Bob Dawson RDAWSON3 Environmental & Safety Engineering - Truck
J432 Julie Wilkinson(B/U)JWILKIN3 & Large/Lux Homologation PNETFAO
J440-J442,
J446-J449 Bob Dawson RDAWSON3 Environmental & Safety Engineering PNETFAO
J443 TBD TBD Environmental & Safety Engineering PNETFAO
J444 TBD TBD Environmental & Safety Engineering PNETFAO
J445,J448,J488 TBD TBD Environmental & Safety Engineering PNETFAO
Bob Dawson RDAWSON3(T)
J600 Julie Wilkinson JWILKIN3(C) Environmental & Safety Engineering PNETFAO
</TABLE>
14 OF 38
<PAGE> 34
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
DEPT. OPS ACCOUNT REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
[AIS] CODE*
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J601 5100 13-0970-PNET R. H. Munson RMUNSON
25A-2744-PNET Mary Combee MCOMBEE Mary Jo Brant MBRANT
13-0970-PNET R. H. Munson RMUNSON Mary Jo Brant MBRANT
J602 5100 25A-2744-PNET Mary Combee MCOMBEE Mary Jo Brant MBRANT
13-0970-PNET R. H. Munson RMUNSON
J603 5100 25A-2744-PNET Mary Combee MCOMBEE Mary Jo Brant MBRANT
J731 5100 13-0970-PNET Jim Gallas JGALLAS Mary Jo Brant MBRANT
N100 5100 TBD TBD TBD Don Fleeman DFLEEMAN
N111 5100 TBD Jerry Klarr GKLARR Don Fleeman DFLEEMAN
N120 5100 TBD Tom Logar TLOGAR Don Fleeman DFLEEMAN
N131 5100 TBD TBD JJONES1 Don Fleeman DFLEEMAN
James Simpson JSIMPSO3
N132 5100 TBD Harold Lowman HLOWMAN Mark Bugajski MBUGAJSK
N220 5100 TBD Jim Howell JHOWELL2 John Sample JSAMPLE
N250 5100 TBD Tony Ockelford TOCKELFORD Tony Simari ASIMARI
N260 5100 TBD Manfred Koenigs MKOENIGS John Sample JSAMPLE
N270 5100 TBD TBD TBD John Sample JSAMPLE
John Baxter JBAXTER1
N400-N404 5100 TBD Pat Daum PDAUM1 Mukund Acharya MACHARYA
N405 5100 TBD Rom Sriraman RSIRIMA TBD TBD
N406 5100 TBD David Yun DYUN John Sample JSAMPLE
N410 5100 TBD Frank Fsadni FFSADNI John Sample JSAMPLE
N411 5100 TBD Les Ryder LRYDER John Sample JSAMPLE
N412 5100 TBD B. Osborne WOSBORNE John Sample JSAMPLE
N413 5100 TBD J. Allman JALLMAN John Sample JSAMPLE
N414 5100 TBD Ken Klostrmeyer KKLOSTER John Sample JSAMPLE
N415 5100 TBD P. Dowding PDOWDING John Sample JSAMPLE
N416 5100 TBD L.M. Retallack LRETALLA John Sample JSAMPLE
N417 5100 TBD Jack Burnett JBURNET1 John Sample JSAMPLE
N419 5100 TBD TBD TBD TBD TBD
N420 5100 TBD Phil Lake PLAKE1 John Sample JSAMPLE
N430 5100 TBD Mike Suter MSUTER John Sample JSAMPLE
N440 5100 TBD Vince Fyle VFYIE Mukund Acharya MACHARYA
N450 5100 TBD Ed Sventics ESVENTIC James Simpson JSIMPSO3
N460-N463 5100 TBD Ron Denton RDENTON John Sample JSAMPLE
N470 5100 TBD John Lombard JLOMBARD Mike Schmidt MSCHIMD1
N471 5100 TBD Dennis Schuetzler DDSCHUETZ Mike Schmidt MSCHIMD1
N472 5100 TBD Mike Hofman MHOFMAN Mike Schmidt MSCHIMD1
N473 5100 TBD Bill Valade WVALADE James Simpson JSIMPSO3
N474 5100 TBD Dan Kapp DKAPP1 James Simpson JSIMPSO3
N480 5100 TBD Robert Murphy BMURPH13 John Kritzman JKRITZMA
N500 5100 TBD Arland Phelps APHELPS1 John Kritzman JKRITZMA
N510 5100 13-0933-PNET Keith Soubel KSOUBEL John Kritzman JKRITZMA
N511 5100 13-0933-PNET Allen Ackerman AACKERM1 John Kritzman JKRITZMA
N513 5100 13-0933-PNET Bob Fascetti BFASCETT John Kritzman JKRITZMA
N514 5100 TBD TBD TBD TBD TBD
Clyde Ghee CGHEE
N600 5100 13-0933-PNET Gordon Willis GWILLIS1 Larry Cupp LCUPP
Clyde Ghee CGHEE
N601 5100 13-0933-PNET TBD TBD Larry Cupp LCUPP
Clyde Ghee CGHEE
N605 5100 13-0933-PNET Angelo Guido AGUIDO Larry Cupp LCUPP
Clyde Ghee CGHEE
N606 5100 13-0933-PNET Marilyn Stroven MSTROVEN Larry Cupp LCUPP
Clyde Ghee CGHEE
N607 5100 13-0933-PNET TBD TBD Larry Cupp LCUPP
Prasad Ramakrishnan PRAMAKRI Clyde Ghee CGHEE
N608 5100 13-0933-PNET Larry Cupp LCUPP
Clyde Ghee CGHEE
N609 5100 13-0933-PNET Ken Walega KAALEGA Larry Cupp LCUPP
Clyde Ghee CGHEE
N610, N611 5100 13-0933-PNET Karl Borneman KBORNEMA Larry Cupp LCUPP
Clyde Ghee CGHEE
N612 5100 13-0933-PNET TBD TBD Larry Cupp LCUPP
<CAPTION>
DEPT. HR HR ACTIVITY MAILBOX
# NAME PROFS ID
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J601 Bob Dawson RDAWSON3 (T)
Julie Wilkinson JWILKIN3 (C) Environmental & Safety Engineering PNETFAO
Bob Dawson RDAWSON3 (T)
J602 Julie Wilkinson JWILKIN3 (C) Environmental & Safety Engineering PNETFAO
Bob Dawson RDAWSON3 (T)
J603 Julie Wilkinson JWILKIN3 (C) Environmental & Safety Engineering PNETFAO
J731 Julie Wilkinson JWILKIN3 (C) PNETFAO
N100 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N111 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N120 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N131 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N132 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N220 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N250 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N260 TBD TBD Powertrain Operations PNETPTO
N270 TBD TBD Powertrain Operations PNETPTO
N400-N404 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N405 TBD TBD Powertrain Operations PNETPTO
N406 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N410 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N411 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N412 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N413 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N414 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N415 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N416 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N417 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N418 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N419 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N420 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N430 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N440 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N450 Bud Dengel BDENGEL Powertrain Operations (POEE) PNETPTO
N460-N463 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N470 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N471 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N472 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N473 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N480 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N480 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N510 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N511 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N513 Bud Dengel BDENGEL Powertrain Operations PNETPTO
N514 TBD TBD Powertrain Operations PNETPTO
N600 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N601 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N605 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N606 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N607 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N608 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N609 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N610, N611 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
N612 Melvin Boatner MBOATNER Powertrain Operations PNETPTO
</TABLE>
15 OF 38
<PAGE> 35
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE HR HR
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID NAME PROFS ID
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Clyda Ghee CGHEE
N613 5100 13-0933-PNET TBD TBD Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N614 5100 13-0933-PNET TBD TBD Larry Cupp LCUPP Melvin Boatner MBOATNER
Bob Makie RMAKIE Clyda Ghee CGHEE
N615 5100 13-0933-PNET Charlie Casgrain CGASGRAI Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N616 5100 13-0933-PNET Bob Makie RMAKIE Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N618 5100 13-0933-PNET Dennis Manchester DMANCHES Larry Cupp LCUPP Bill Cooley WCOOLEY
Clyda Ghee CGHEE
N619 5100 13-0933-PNET Bruce Mumbrue BMUMBRUE Larry Cupp LCUPP Bill Cooley WCOOLEY
Frank Casimir FCASIMIR Clyda Ghee CGHEE
N620 5100 13-0933-PNET Bob Reynolds RREYNOLD Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N621 5100 13-0933-PNET Bob Reynolds RREYNOLD Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N623 5100 13-0933-PNET Bob Reynolds RREYNOLD Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N625 5100 TBD Bob Reynolds RREYNOLD Larry Cupp LCUPP TBD TBD
Dave Brown DBROWN12 Clyda Ghee CGHEE
N630 5100 13-0933-PNET David Dreyer DDREYER Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N631 5100 13-0933-PNET Dave Brown DBROWN12 Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N635 5100 13-0933-PNET Ernie Devincent EDEVINCE Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N640, N641 5100 13-0933-PNET Paul Troy PTROY Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N645 5100 13-0933-PNET Dan Hiddebrand DHILDEBR Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N647 5100 13-0933-PNET Phil Guys PGUYS Larry Cupp LCUPP Melvin Boatner MBOATNER
Clyda Ghee CGHEE
N650, N652 5100 13-0933-PNET Larry McKinnis LMCKINNIS Larry Cupp LCUPP Melvin Boatner MBOATNER
T100 5100 13-0933-PNET Neil Ressler NRESSLER Bill Keesor WKESSOR Paulette Moreno PMORENO
Neil Ressler NRESSLER
T101 5100 13-0933-PNET Gary Markwardt GMARKWAR Roger Goldbaum RGOLDBAU Paulette Moreno PMORENO
Roscoe Nash RNASH1
T110 5100 13-0933-PNET Neil Ressler NRESSLER Nell Martin NMARTIN2 Paulette Moreno PMORENO
Ron Quaglia RQUAGLIA
T111 5100 13-0933-PNET Neil Ressler NRESSLER Nell Martin NMARTIN2 Paulette Moreno PMORENO
Dan Zablocki DZABLOCK
T112 5100 13-0933-PNET Neil Ressler NRESSLER Nell Martin NMARTIN2 Paulette Moreno PMORENO
Larry Moriarty LMORIART
T113 5100 13-0933-PNET Neil Ressler NRESSLER Nell Martin NMARTIN2 Paulette Moreno PMORENO
Terry Cupp TCUPP
T114 5100 13-0933-PNET Neil Ressler NRESSLER Nell Martin NMARTIN2 Paulette Moreno PMORENO
Neil Ressler NRESSLER
T120 5100 13-0933-PNET John LaFond JLAFOND Roger Goldbaum RGOLDBAU Paulette Moreno PMORENO
John Coletti JCOLETTI
T230 5100 13-0933-PNET Neil Ressler NRESSLER Roger Goldbaum RGOLDBAU Paulette Moreno PMORENO
Phil Brackel PBRACKEL
(Send to)
T300-T312 5100 13-0933-PNET Jerry Haycock GHAYCOCK Dick Flack (Red
From) RFLACK Paulette Moreno PMORENO
William Linstruth
Jerry Haycock GHAYCOCK (Send to) WLINSTRU
T320-T326 5100 13-0933-PNET Jim Auiler JAUILER Dick Flack (Red
From) RFLACK Paulette Moreno PMORENO
Jerry Haycock GHAYCOCK William Linstruth
Jim Auiler JAUILER (Send to) WLINSTRU
T323,T327 5100 13-0933-PNET Tom Greene TGREENE Dick Flack (Red
From) RFLACK Paulette Moreno PMORENO
Jerry Haycock GHAYCOCK Phil Brackel PBRACKEL
(Send to)
T340 5100 13-0933-PNET Dick Tuttle RTUTTLE Dick Flack (Red
Jerry Haycock GHAYCOCK From) RFLACK Paulette Moreno PMORENO
Dick Tuttle RTUTTLE Phil Brackel PBRACKEL
(Send to)
T341 5100 13-0933-PNET Ed Gibbons EBIBBONS Dick Flack (Red
From) RFLACK Paulette Moreno PMORENO
Jerry Haycock GHAYCOCK
Dick Tuttle RTUTTLE Phil Brackel PBRACKEL
(Send to)
T342 5100 13-0933-PNET David Nelson DNELSON1 Dick Flack (Red
From) RFLACK Paulette Moreno PMORENO
</TABLE>
<TABLE>
<CAPTION>
DEPT.
# ACTIVITY MAILBOX
- -----------------------------------------------------------------------------------------
<S> <C> <C>
N613 Powertrain Operations PNETPTO
N614 Powertrain Operations PNETPTO
N615 Powertrain Operations PNETPTO
N616 Powertrain Operations PNETPTO
N618 Powertrain Operations PNETPTO
N619 Powertrain Operations PNETPTO
N620 Powertrain Operations PNETPTO
N621 Powertrain Operations PNETPTO
N623 Powertrain Operations PNETPTO
N625 Powertrain Operations PNETPTO
N630 Powertrain Operations PNETPTO
N631 Powertrain Operations PNETPTO
N635 Powertrain Operations PNETPTO
N640, N641 Powertrain Operations PNETPTO
N645 Powertrain Operations PNETPTO
N647 Powertrain Operations PNETPTO
N650, N652 Powertrain Operations PNETPTO
T100 Advanced Vehicle Tech. PNETAVT
T101 Advanced Vehicle Tech. PNETAVT
T110 Advanced Vehicle Tech. PNETAVT
T111 Advanced Vehicle Tech. PNETAVT
T112 Advanced Vehicle Tech. PNETAVT
T113 Advanced Vehicle Tech. PNETAVT
T114 Advanced Vehicle Tech. PNETAVT
T120 Advanced Vehicle Tech. PNETAVT
T230 Advanced Vehicle Tech. PNETAVT
T300-T312 Advanced Vehicle Tech. PNETAVT
T320-T326 Advanced Vehicle Tech. PNETAVT
T323,T327 Advanced Vehicle Tech. (GTO/Livonia) PNETAVT
T340 Advanced Vehicle Tech. PNETAVT
T341 Advanced Vehicle Tech. PNETAVT
T342 Advanced Vehicle Tech. PNETAVT
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
ACCOUNT
DEPT OPS CHARGE REGISTRATIONER REGISTRATIONER FINANCE FINANCE
# LOC (AIS) CODE NAME PROFS ID NAME PROFS ID
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Haycock GHAYCOCK
T350 5100 13-0933-PNET Pat Daum PDAUM Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
T360 5100 13-0933-PNET Bob Vrooman RVROOMA Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Bob Vrooman RVROOMA
Neil Montague NMONTAG1
T361 5100 13-0933-PNET Hunter Tierman HTIERMAN Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Bob Vrooman RVROOMAN
T362 5100 13-0933-PNET Mohammed Khan MKHAN Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
T370 5100 13-0933-PNET Wally Wade WWADE Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
T380,T385 5100 13-0933-PNET Jim Clarke JCLARKE Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Jim Clarke JCLARKE
T381 5100 13-0933-PNET Brian Wolfe BWOLFE Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Jim Clarke JCLARKE
Ernie DeVincent EDVINCE
T382 5100 13-0933-PNET Angelo Guido AGUIDO Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Jim Clarke JCLARKE
Larry Ward LWARD
T383 5100 13-0933-PNET G. Wright G. WRIGHT Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Jim Clarke JCLARKE
T384 5100 13-0933-PNET Fai Yeung FYEUNG Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Jim Clarke JCLARKE
T386 5100 13-0933-PNET Bernd Wallbrueck BWALLBR2 Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Trevor Rudderham TRUDDERH
T390 5100 13-0933-PNET Doug Szoppo DSZOPO Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Trevor Rudderham TRUDDERH
T391 5100 13-0933-PNET Dave Meyers DMEYERS Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Trevor Rudderham TRUDDERH
T392 5100 13-0933-PNET D. Nelson D. NELSON Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
T393-7396 5100 13-0933-PNET Trevor Rudderham TRUDDERH Phil Brackel (Send To) PBRACKEL
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Trevor Rudderham TRUDDERH
T395 5100 13-0933-PNET Barb Samardzich BSAMARDZ Len Sankjewicz (Send To) LSANKIEW
Jerry Haycock GHAYCOCK Dick Flack (Rec From) RFLACK
Trevor Rudderham TRUDDERH Len Sankjewicz (Send To) LSANKIEW
T397 5100 13-0933-PNET Kenna Kintrea KKINTREA Dick Flack (Rec From) RFLACK
T400 5100 13-0933-PNET Prabhaker Patil PPATIL1 Kathleen Rentz KRENTZ
Sam Cole SCOLE1
T401 5100 13-0933-PNET Prabhaker Patil PPATIL1 Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T401-T407 5100 13-0933-PNET D. Goel D.GOEL Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T403 5100 13-0933-PNET Rick Breitzman RBREITZM Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T404 5100 13-0933-PNET Ken Khangura KKHANGU1 Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T405 5100 13-0933-PNET P. Patil PPATIL1 Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T406 5100 13-0933-PNET H. Ficher HFISCHE2 Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T408 5100 13-0933-PNET Paul Duffy PDUFFY Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T409 5100 13-0933-PNET Dave MacNamara DMCNAMAR Kathleen Rentz KRENTZ
Prabhaker Patil PPATIL1
T410 5100 13-0933-PNET T. Donovan TDONOVAN Kathleen Rentz KRENTZ
<CAPTION>
DEPT HR HR ACTIVITY MAILBOX
# NAME PROFS
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T350 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T360 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T361 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T362 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T370 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T380,T385 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T381 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T382 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T383 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T384 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T386 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T390 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T391 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T392 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T393-7396 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T395 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T397 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T400 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T401 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T401-T407 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T403 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T404 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T405 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T406 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T408 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T409 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
T410 Paulette Moreno PMORENO* Advanced Vehicle Tech. PNETAVT
</TABLE>
17 OF 38
<PAGE> 37
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Prabhakar Patil PPATIL1
T411 5100 13-0933-PNET H. Welfers HWELFER3 Kathleen Rentz KRENTZ
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T500 5100 13-0933-PNET Chris Magee CMAGEE From) DMCMANAM
Doug Larabell (Send
To)
Bill Sears David McManamy (Reo DLARABEL
T501 5100 13-0933-PNET Chris Magee BSEARS From) DMCMANAM
Jack Dempsey (Send
To)
David McManamy (Reo JDEMPSEY
T502 5100 13-0933-PNET Wayne Hamann WHAMANN From) DMCMANAM
Jack Dempsey (Send
To)
James Cheng JCHENG David McManamy (Reo JDEMPSEY
T503 5100 13-0933-PNET Wayne Hamann WHAMANN From) DMCMANAM
Jack Dempsey (Send
Joe Dorenbaum JDORENBA To)
Wayne Hamann WHAMANN David McManamy (Reo JDEMPSEY
T504 5100 13-0933-PNET Dave Segal DSEGAL From) DMCMANAM
Jack Dempsey (Send
To)
Wayne Hamann WHAMANN David McManamy (Reo JDEMPSEY
T505 5100 13-0933-PNET Ali Jammoul AJAMMOUL From) DMCMANAM
Jack Dempsey (Send
To)
Dan Arbitter DARBITTE David McManamy (Reo JDEMPSEY
T506 5100 13-0933-PNET Wayne Hamann WHAMANN From) DMCMANAM
Jack Dempsey (Send
To)
Wayne Hamann WHAMANN David McManamy (Reo JDEMPSEY
T507 5100 13-0933-PNET Tom Walsh TWALSH From) DMCMANAM
Jack Dempsey (Send
To)
Mike Rao MRAO David McManamy (Reo JDEMPSEY
T508 5100 13-0933-PNET Wayne Hamann WHAMANN From DMCMANAM
Jack Dempsey (Send
To)
Dave Flanigan DFLANIGA David McManamy (Reo JDEMPSEY
T509 5100 13-0933-PNET Wayne Hamann WHAMANN From DMCMANAM
Jack Dempsey (Send
Wayne Hamann WHAMANN To)
Randy Visintainer RVISINTA David McManamy (Reo JDEMPSEY
T511 5100 13-0933-PNET Dave Rohweder DROHWEDE From DMCMANAM
Doug Larabell (Send
To)
Bill Stuel WSTUEF David McManamy (Reo DLARABEL
T513 5100 13-0933-PNET Cheryl Alman ACALMAN From) DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T515 5100 13-0933-PNET Bob Himes BHIMES From DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T519 5100 13-0933-PNET Wolfgang Kahlmeier WKAHLMEI From DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T520,T529 5100 13-0933-PNET Joe Sparks JSPARKS From DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T521 5100 13-0933-PNET Bill Quinlan WQUINLAN From DMCMANAM
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T411 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T500 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T501 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T502 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T503 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T504 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T505 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T506 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T507 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T508 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T509 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T511 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T513 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T515 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T519 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T520,T529 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T521 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
</TABLE>
18 of 38
<PAGE> 38
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (ATS) CODE* NAME PROFS ID NAME PROFS ID
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jack Dempsey (Send
To)
David McManamy (Reo JDEMPSEY
T522 5100 13-0933-PNET Tom Smart TSMART From) DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo JDEMPSEY
T523 5100 13-0933-PNET Tom Sweder TSWEDER From) DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T525 5100 13-0933-PNET Tom Lahvic TLAHVIC From) DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T526 5100 13-0933-PNET Mike Haffey MHAFFEY From) DMCMANAM
Doug Larabell (Send
To)
David McManamy (Reo DLARABEL
T528 5100 13-0933-PNET Gary Boes GBOES From) DMCMANAM
Bob Sneed (Send To)
David McManamy (Reo BSNEED
T540 5100 13-0933-PNET Brian Geraghty BGERAGHT From) DMCMANAM
Jerry Suggs (Send To)
David McManamy (Reo JSUGGS
T550 5100 13-0933-PNET Dennis Sopko DSOPKO From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPKO David McManamy (Reo JSUGGS
T551 5100 13-0933-PNET Jim Boland JBOLAND1 From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPKO David McManamy (Reo JSUGGS
T552 5100 13-0933-PNET Tom Hrynik THRYNIK From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPKO David McManamy (Reo JSUGGS
T553 5100 13-0933-PNET Gary Wight GWIGHT From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPLO David McManamy (Reo JSUGGS
T554 5100 13-0933-PNET Glenn Vengeldren GVANGELD From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPLO David McManamy (Reo JSUGGS
T555 5100 13-0933-PNET Peter Kantz PKANTZ From) DMCMANAM
Jerry Suggs (Send To)
Dennis Sopko DSOPKO David McManamy (Reo JSUGGS
T556 5100 13-0933-PNET Bob Pazdziez RPAZDZIE From) DMCMANAM
Bob Sneed (Send To)
David McManamy (Reo BSNEED
T560 5100 13-0933-PNET Ed Jones BJONES5 From) DMCMANAM
Bob Sneed (Send To)
T561- Ed Jones BJONES5 David McManamy (Reo BSNEED
T562 5100 13-0933-PNET Bruce Lapinski BLAPINSK From) DMCMANAM
Bob Sneed (Send To)
Ed Jones BJONES5 David McManamy (Reo BSNEED
T563 5100 13-0933-PNET Jim Attama JATITTAM From) DMCMANAM
Jerry Suggs (Send To)
David McManamy (Reo JSUGGS
T580 5100 13-0933-PNET Paul Ashburn PASHBURN From) DMCMANAM
Jerry Suggs (Send To)
Paul Ashburn PASHBURN David McManamy (Reo JSUGGS
T581 5100 13-0933-PNET Manfred Rumpel MRUMPEL From) DMCMANAM
Jerry Suggs (Send To)
Paul Ashburn PASHBURN David McManamy (Reo JSUGGS
T582 5100 13-0933-PNET Ulrich Eichhom UEICHHO1 From) DMCMANAM
Jerry Suggs (Send To)
Paul Ashburn PASHBURN David McManamy (Reo JSUGGS
T583 5100 13-0933-PNET Mike Soltis MSOLTIS From) DMCMANAM
Jerry Suggs (Send To)
Paul Ashburn PASHBURN David McManamy (Reo JSUGGS
T584 5100 13-0933-PNET Len Brown LBROWN From) DMCMANAM
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T522 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T523 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T525 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T526 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T528 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T540 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T550 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T551 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T552 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T553 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T554 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T555 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T556 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T560 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T561-
T562 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T563 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T580 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T581 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T582 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T583 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T584 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
</TABLE>
19 OF 38
<PAGE> 39
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (AIS) CODE* NAME PROFS ID NAME PROFS ID
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Suggs (Send To)
Paul Ashburn PASHBURN David McManamy (Reo JSUGGS
T585 5100 13-0933-PNET Steve Marulis SMARULIS From) DMCMANAM
T600's 5100 13-0933-PNET A. Iaconell1 AIACONE1 John Clayton JCLAYTON
T601 5100 13-0933-PNET Paul Brey PBREY John Clayton JCLAYTON
T607 5100 13-0933-PNET Bruce Ferns BFERNS John Clayton JCLAYTON
T610 5100 13-0933-PNET TBD TBD John Clayton JCLAYTON
T620- Greg Specht GSPECHT
T626 5100 13-0933-PNET Vince Fazio VFAZIO John Clayton JCLAYTON
T623-
T649 5100 13-0933-PNET Vince Fazio VFAZIO John Clayton JCLAYTON
Pin-Pin Tseng PTSENG
T630 5100 13-0933-PNET Vince Fazio VFAZIO John Clayton JCLAYTON
P. Tseng PTSENG
T631 5100 13-0933-PNET Vince Fazio VFAZIO John Clayton JCLAYTON
T640- Eugene Marquardt EMARQUAR
T641 5100 13-0933-PNET Vince Fazio VFAZIO John Clayton JCLAYTON
T650 5100 13-0933-PNET R. Case John Clayton JCLAYTON
T651 5100 13-0933-PNET Michael Goemer MGOEMER John Clayton JCLAYTON
T652-
T653 5100 13-0933-PNET B. Ferns BFERNS John Clayton JCLAYTON
T654 5100 13-0933-PNET C. Paterson CPATERSO John Clayton JCLAYTON
T655 5100 13-0933-PNET G. Gaeb GGAEB1 John Clayton JCLAYTON
T656 5100 13-0933-PNET Pete Lawson PLAWSON John Clayton JCLAYTON
T657 5100 13-0933-PNET John Kilsdonk JKILSDONK John Clayton JCLAYTON
T660 5100 13-0933-PNET T. Lewis John Clayton JCLAYTON
T661 5100 13-0933-PNET J. Valentine John Clayton JCLAYTON
T662-
T669 5100 13-0933-PNET TBD TBD John Clayton JCLAYTON
T667 5100 13-0933-PNET R. Campbell John Clayton JCLAYTON
T668 5100 13-0933-PNET J. Blake John Clayton JCLAYTON
T670-
T679 5100 13-0933-PNET Bernie Donkerbrook BDONKERB John Clayton JCLAYTON
Gary Witt GWITT1
T681 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
Aung Myint AMYINT
T682 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
Martin Hobart MHOBART
T683 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
B. Ellison
T684 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
T685-
T689 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
Geoff Jones GJONES4
T686 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
Ken Crosby KCROSBY
T687 5100 13-0933-PNET Ron Bowersock RBOWERSO John Clayton JCLAYTON
T690- Dannell Anderson DANDERSE
T692 5100 13-0933-PNET Daniel Lymburner DLYMBURN John Clayton JCLAYTON
T693 5100 13-0933-PNET C. Bunting CBUNTING John Clayton JCLAYTON
T698 5100 13-0933-PNET J. Klisdork JKILSDON John Clayton JCLAYTON
T700-
T709 5100 13-0933-PNET Barry Wallman BWALLMAN John Clayton JCLAYTON
T800-
T807 5100 13-0933-PNET John Wallace JWALLAC2 Paul Frison PFRISON
John Wallace JWALLAC2
T802 5100 13-0933-PNET Larry Simmering LSIMMERI Paul Frison PFRISON
John Wallace JWALLAC2
T803 5100 13-0933-PNET Marlyn Strover MSTROVEN Paul Frison PFRISON
John Wallace JWALLAC2
T804 5100 13-0933-PNET Bruce Kopf BKOPF Paul Frison PFRISON
John Wallace JWALLAC2
T805 5100 13-0933-PNET Roy Radakovich RRADAKOV Paul Frison PFRISON
John Wallace JWALLAC2
T806 5100 13-0933-PNET Mark Mehall MMEHALL Paul Frison PFRISON
John Wallace JWALLAC2
T808 5100 13-0933-PNET Marty Friedman MFRIEDMA Paul Frison PFRISON
T809 5100 13-0933-PNET Chuck Murdock CMURDOCK Paul Frison PFRISON
T900- Neil Ressler NRESSLER
T904 5100 13-0933-PNET David Ford DFORD4 Neil Martin NMARTIN2
T950-
T999 5100 13-0933-PNET TBD TBD John Clayton JCLAYTON
U110-
U119 5100 13-0933-PNET T. Scott TSCOTT8 M. Brennan MBRENNA2
U120-
U124 5100 13-0933-PNET Gert Hohenester GHOHENES M. Brennan MBRENNA2
U160-
U169 5100 13-0933-PNET F. Mayhew FMAYHEW M. Brennan MBRENNA2
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T585 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T600's Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T601 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T607 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T610 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T620-
T626 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T623-
T649 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T630 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T631 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T640-
T641 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T650 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T651 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T652-
T653 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T654 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T655 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T656 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T657 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T660 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T661 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T662-
T669 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T667 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T668 Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T670- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T679
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T681
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T682
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T683
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T684
T685- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T689
Paulette Moreno PMORENO Advanced Vehicle Tech. (GTO/Livonia) PNETAVT
T686
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T687
T690- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T692
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T693
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T698
T700- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T709
T800- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T807
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T802
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T803
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T804
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T805
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T806
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T808
Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T809
T900- Paulette Moreno PMORENO Advanced Vehicle Tech. PNETAVT
T904
T950- Paulette Moreno PMORENO Corporate Design PNETAVT
T999
U110- Paulette Moreno PMORENO Corporate Design PNETAVT
U119
U120- Paulette Moreno PMORENO Corporate Design PNETAVT
U124
U160- Paulette Moreno PMORENO Corporate Design PNETAVT
U169
</TABLE>
20 of 38
<PAGE> 40
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC (ATS) CODE* NAME PROFS ID NAME PROFS ID
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U170- D. Gaffka DGAFFKA
U179 5100 13-0933-PNET H. Scharader HSCHRAD1 M. Brennan MBRENNA2
U180- G. Haas GHAAS
U189 5100 13-0933-PNET R. Aikins RAIKINS M. Brennan MBRENNA2
U190-
U199 5100 13-0933-PNET M. Finney MFINNEY1 M. Brennan MBRENNA2
U200,
U201 5100 13-0933-PNET M. Vandermolen MVANDERM M. Brennan MBRENNA2
U205-
U209 5100 13-0933-PNET E. Brayboy EBRAYBOY M. Brennan MBRENNA2
U215- J. Cellars JCELLARS
U218 5100 13-0933-PNET D. Emery DEMERY1 M. Brennan MBRENNA2
U260,
U270 5100 13-0933-PNET M. Hornai MHORNAI M. Brennan MBRENNA2
U280 5100 13-0933-PNET D. Webb DWEBB7 M. Brennan MBRENNA2
U290 5100 13-0933-PNET F. Chrzanowski FCHRZAN1 M. Brennan MBRENNA2
1301- 25A-2747-PNET (T) ANY EFHD
1359 0164 25A-2744-PNET (C) EMPLOYEE N/A Mike Jankowski MJANKOWS
O5863 0195 TBD Ray Pittman RPITTMAN Sandy Corcoran SCORCORA
2425 0200 TBD Peter Durden PDURDEN Gary Trudeau GTRUDEA1
Sandy Corcoran SCORCORA
2505 0200 TBD Earl Koops EKOOPS Mick Anderson MANDERS5
2571 0200 TBD Harry Reed HREED James Petch JPETCH
2572 0200 TBD R.D. MacDonald RMACDONA James Petch JPETCH
Richard MacDonald RMACDONA
2573 0200 TBD James Petch JPETCH James Petch JPETCH
2574 0200 TBD D.T. Paviat DPAVIAT James Petch JPETCH
2575 0200 TBD T. Grekowicz TGREKOWICZ James Petch JPETCH
2576 0200 TBD James Petch JPETCH James Petch JPETCH
2577 0200 TBD Harry Reed HREED James Petch JPETCH
Jim Bosink JBOSINK
3100 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Ralph Rappuhn RRAPPUHN Jim Bosink JBOSINK
3121 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Ralph Rappuhn RRAPPUHN Jim Bosink JBOSINK
3122 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Malcolm Pratt MPRATT Jim Bosink JBOSINK
3131 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Steve Weiner SWEINER Jim Bosink JBOSINK
3132 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Tom Helzerman THELZER1 Jim Bosink JBOSINK
3133 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Werner Harbers WHARBERS Jim Bosink JBOSINK
3134 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Dave Wood DWOOD3 Jim Bosink JBOSINK
3135 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Ken Kuna KKUNA Jim Bosink JBOSINK
3139 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Dave Wood DWOOD3 Jim Bosink JBOSINK
3143 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Hank Lenox HLENOX
Joe Pallischeck JPALLISC Richard Gurchak RGURCHAK
3150 0200 TBD Lynne Buchholz LBUCHHOL Jim Bosink JBOSINK
Joe Pallischeck JPALLISC
Lynne Buchholz LBUCHHOL
3159 0200 TBD Hank Lenox HLENOX
Dieter Forberger DFORBERG Jim Bosink JBOSINK
3160 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Richard Pearson RPEARSO2
Dieter Forberger DFORBERG Jim Bosink JBOSINK
3161 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Richard Pearson RPEARSO2
Dieter Forberger DFORBERG Jim Bosink JBOSINK
3162 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Chris Oxley COXLEY Richard Gurchak RGURCHAK
3190 0200 TBD Hank Lenox HLENOX Jim Bosink JBOSINK
3205 0200 25A-2744-PNET Kevin Wall KWALL1 Ray Solomon RSOLOMON
<CAPTION>
DEPT. HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U170-
U179 Paulette Moreno PMORENO* Corporate Design PNETAVT
U180-
U189 Paulette Moreno PMORENO* Corporate Design PNETAVT
U190-
U199 Paulette Moreno PMORENO* Corporate Design PNETAVT
U200,
U201 Paulette Moreno PMORENO* Corporate Design PNETAVT
U205-
U209 Paulette Moreno PMORENO* Corporate Design PNETAVT
U215-
U218 Paulette Moreno PMORENO* Corporate Design PNETAVT
U260,
U270 Paulette Moreno PMORENO* Corporate Design PNETAVT
U280 Paulette Moreno PMORENO* Corporate Design PNETAVT
U290 Paulette Moreno PMORENO* Corporate Design PNETAVT
1301-
1359 Scott Laing SLAING Electrical & Fuel Handling Division PNETEFHD
Steve Barney SBARNEY
Christian Meisner CMEISNER
O5863 Jill Richards JRICHA30 Mfg PNETMFG
2425 Mark Ankenbauer MANKENBA PNETMFG
2505 Bruce Campbell BCAMPBE3 Powertrain Operations PNETPTO
2571 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2572 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2573 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2574 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2575 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2576 Bud Dengel BDENGEL Powertrain Operations PNETPTO
2577 Bud Dengel BDENGEL Powertrain Operations PNETPTO
3100 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3121 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3122 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3131 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3132 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3133 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3134 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3135 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3139 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3143 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3150 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3159 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3160 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3161 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3162 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3190 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Christian Meisner CMEISNER
3206 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
</TABLE>
21 of 38
<PAGE> 41
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FIANACE FINANCE
# LOC CHARGE NAME PROF ID NAME PROF ID
(AIS) CODE*
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3210 0200 25A-2744-PNET James Firlit JFIRLIT Ray Solomon RSOLOMON
3225 0200 25A-2744-PNET Gary Olson GOLSON1 Ray Solomon RSOLOMON
3230 0200 25A-2744-PNET Roger Wade RWADE Ray Solomon RSOLOMON
3246 0200 25A-2744-PNET Stormy Hicks SHICKS2 Ray Solomon RSOLOMON
Lewis Booth LBOOTH1
3300 0200 TBD Ted Hight THIGHT Gary Trudeau GTRUDEA1
3316 0200 TBD Gerald Moorehead GMOOREHE Gary Trudeau GTRUDEA1
3325 0200 TBD Helio Contador HCONTADO Gary Trudeau GTRUDEA1
3357 TBD Neil Proctor Gary Trudeau GTRUDEA1
3369 0200 TBD Lewis Booth LBOOTH1 Gary Trudeau GTRUDEA1
3371 0200 TBD Dick Roden RRODEN Gary Trudeau GTRUDEA1
3385 0200 TBD Mike Newbury MNEWBURY Gary Trudeau GTRUDEA1
3390 0200 TBD Steve Deneroff SDENEROF Gary Trudeau GTRUDEA1
3416 0200 TBD Jeff Wagoner RTETLER Gary Trudeau GTRUDEA1
3417 0200 TBD Mark Malcolm MMALCOLM Gary Trudeau GTRUDEA1
3418 0200 TBD Bernie Gerber BGERBER Gary Trudeau GTRUDEA1
3419 0200 TBD Peter Hannaway PHANNAW1 Gary Trudeau GTRUDEA1
Ed Nickel ENICKEL
3427 0200 TBD Mike Malloy MMOLLOY Gary Trudeau GTRUDEA1
3428 0200 TBD Matt Tomilo MTOMILO Gary Trudeau GTRUDEA1
3430 0200 TBD Raymond Salomon RSALOMON Gary Trudeau GTRUDEA1
3440 0200 TBD John Lumm JLUMM Gary Trudeau GTRUDEA1
3441 0200 TBD Alan Warner AWARNER Gary Trudeau GTRUDEA1
3442 0200 TBD Rob Chisholm RCHISO1 Gary Trudeau GTRUDEA1
3443 0200 TBD William Estey WESTEY Gary Trudeau GTRUDEA1
3447 0200 TBD Roy Tetler RTETLER Gary Trudeau GTRUDEA1
3451 0200 TBD Val Pontious VPONTIOU Mick Anderson MANDERS5
3455 0200 TBD TBD TBD Gary Trudeau GTRUDEA1
3459 0200 25A-2747-PNET Nancy Melzer NMELZER Mick Anderson MANDERS5
3460 0200 TBD Gale Copple GCOPPLE Gary Trudeau GTRUDEA1
Clyda Ghee CGHEE
4072 0200 13-0970-PNET Bruce Mumbrue BMUMBRUE Larry Cupp LCUPP
Clyda Ghee CGHEE
4074 0200 13-0970-PNET B. SIMMS BSIMMS Larry Cupp LCUPP
Clyda Ghee CGHEE
4076 0200 13-0970-PNET Paul Plaver PPLAVER Larry Cupp LCUPP
Roger Sack RSACK Clyda Ghee CGHEE
4077 0200 13-0970-PNET Dale Immonen Mark Blair DIMMONEN MBLAIR1 Larry Cupp LCUPP
Clyda Ghee CGHEE
4081 0200 13-0970-PNET Harry Lassen HLASSEN Larry Cupp LCUPP
Dale Immonen DIMMONEN Clyda Ghee CGHEE
4083 0200 13-0970-PNET Mark Blair MBLAIR1 Larry Cupp LCUPP
Clyda Ghee CGHEE
4084 0200 13-0970-PNET DOUG TWYNHAM DTWYNHAM Larry Cupp LCUPP
Clyda Ghee CGHEE
4088 0200 25A-2744-PNET JIM MILLER JMILLER8 Larry Cupp LCUPP
Clyda Ghee CGHEE
4096 0200 13-0970-PNET Fabian Gentile FGENTILE Larry Cupp LCUPP
4602 0200 TBD David Yun DYUN MICK ANDERSON MANDERS5
4840 0200 25A-2744-PNET Richard Lipka RLIPKA John Kritzman JKRITZMA
5000 0200 TBD MCKEEHAN, DALE DMCKEEHA Michael Conn MCONN1
D. Thursfield DTHURSFI
5100 0200 TBD Ronald Baker RBAKER4 Michael Conn MCONN1
5110 0200 TBD Chuck Maitland CMAITLAN Michael Conn MCONN1
Lewis Booth LBOOTH1
5120 0200 TBD Dave Stirsman DSTIRSMA Michael Conn MCONN1
<CAPTION>
DEPT HR HR
# NAME PROFS ID ACTIVITY MAILBOX
<S> <C> <C> <C> <C>
Steve Barney SBARNEY
Chrisitan Meisner CMEISNER
3210 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Chrisitan Meisner CMEISNER
3225 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Chrisitan Meisner CMEISNER
3230 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Chrisitan Meisner CMEISNER
3246 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
3300 Randy Howard RHOWARD PNETMFG
3316 Randy Howard RHOWARD PNETMFG
3325 Randy Howard RHOWARD PNETMFG
3357 Randy Howard RHOWARD PNETMFG
3369 Randy Howard RHOWARD PNETMFG
3371 Randy Howard RHOWARD PNETMFG
3385 Randy Howard RHOWARD PNETMFG
3390 Randy Howard RHOWARD PNETMFG
3416 Mark Ankenbauer MANKENBA PNETMFG
3417 Mark Ankenbauer MANKENBA PNETMFG
3418 Mark Ankenbauer MANKENBA PNETMFG
3419 Mark Ankenbauer MANKENBA PNETMFG
3427 Mark Ankenbauer MANKENBA PNETMFG
3428 Mark Ankenbauer MANKENBA PNETMFG
3430 Mark Ankenbauer MANKENBA PNETMFG
3440 Mark Ankenbauer MANKENBA PNETMFG
3441 Mark Ankenbauer MANKENBA PNETMFG
3442 Mark Ankenbauer MANKENBA PNETMFG
3443 Mark Ankenbauer MANKENBA PNETMFG
3447 Mark Ankenbauer MANKENBA PNETMFG
3451 Mark Ankenbauer MANKENBA PNETMFG
3455 Mark Ankenbauer MANKENBA PNETMFG
3459 Mark Ankenbauer MANKENBA PNETMFG
3460 Mark Ankenbauer MANKENBA PNETMFG
Ingrid Butler IBUTLER
4072 Frank Sudmeier FSUDMEIE ATEO MFG. Engineering PNETPTO
4074 Ingrid Butler IBUTLER ATEO MFG. Engineering PNETPTO
Ingrid Butler IBUTLER
4076 Frank Sudmeier FSUDMEIE ATEO MFG. Engineering PNETPTO
4077 Ingrid Butler IBUTLER ATEO MFG. Engineering PNETPTO
Ingrid Butler IBUTLER
4081 Frank Sudmeier FSUDMEIE ATEO MFG. Engineering PNETPTO
4083 Ingrid Butler IBUTLER ATEO MFG. Engineering PNETPTO
4084 Ingrid Butler IBUTLER ATEO MFG. Engineering PNETPTO
4088 Ingrid Butler IBUTLER ATEO MFG. Engineering PNETPTO
Ingrid Butler IBUTLER
4096 Frank Sudmeier FSUDMEIE ATEO MFG. Engineering PNETPTO
Powertrain Operations
4602 BUD DENGEL BDENGEL (Cleveland/POEE) PNETPTO
4840 Bud Dengel BDENGEL Powertrain Operations(ROB) PNETPTO
Kimble Little KITTLE3
5000 Carol Mitchell CMITCHEL VOT T&T'S PNETMFG
Kimble Little KITTLE3
5100 Carol Mitchell CMITCHEL VOT T&T'S PNETMFG
Kimble Little KITTLE3
5110 Carol Mitchell CMITCHEL VOT T&T'S PNETMFG
Kimble Little KITTLE3
5120 Carol Mitchell CMITCHEL VOT T&T'S PNETMFG
</TABLE>
22 OF 38
<PAGE> 42
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FIANACE FINANCE
# LOC CHARGE NAME PROF ID NAME PROF ID
(AIS) CODE*
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Nine JNINE
5130 0200 TBD Ronald Baker RBAKER4 Michael Conn MCONN1
John Decker
5140 0200 TBD William Emerick JDECKER Michael Conn MCONN1
5200 0200 25A-2744-PNET David Thursfield DTHURSFI Mike Cohn MCOHN1
5210 0200 25A-2744-PNET William Asselin WASSELIN Mike Cohn MCOHN1
13-0970-PNET(C) Paul Broadfield PBROADFI Larry Richardson
5300 0200 Various(T) Pat McConville PMCCONVI Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5330 0200 Various(T) Pat McConville PMCCONVI Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5331 0200 Various(T) TBD TBD Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5335 0200 Various(T) Horst Bosbach HBOSBACH Active for Tech Only! LRICHARD
Bernie McAllister BMCALLIS
Ron Stansifer RSTANSIF
13-0970-PNET(C) Matt Chuba MCHUBA
5340 0200 Various(T) Thomas Sosnowski TSOSNOW1 Ron Stansifer RSTANSIF
Mike Gordon MGORDON1
BERNIE McALLISTER BMCALLIS
13-0970-PNET(C) Ron Stansifer RSTANSIF
5341 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF
John B. Davis JDAVIS2
Bernie McAllister BMCALLIS
13-0970-PNET(C) Ron Stansifer RSTANSIF
5343 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF
Ron A. Zacharias RZACHARI
Bernie McAllister BMCALLIS
13-0970-PNET(C) Ron Stansifer RSTANSIF
5344 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF
Thomas L. Trbovich TTRBOVIC
Bernie McAllister BMCALLIS
13-0970-PNET(C) Ron Stansifer RSTANSIF
5345 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF
Don W. Dopke DDOPKE
Bernie McAllister BMCALLIST
13-0970-PNET(C) Ron Stansifer RSTANSIF
5346 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF
13-0970-PNET(C) Larry Richardson
5400 0200 Various(T) John Fleming JFLEMIN8 Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5404 0200 Various(T) W. Heuser NO. PROFS ID Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5405 0200 Various(T) P. Weissenberg PWEISSE1 Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5410 0200 Various(T) Bob Fanone RFANONE Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5415 0200 Various(T) Dave Sweet DSWEET Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5420 0200 Various(T) Bob Koehl RKOEHL Active for Tech Only! LRICHARD
5425 0200 TBD Ralph Worley RWORLEY Larry Richardson LRICHARD
13-0970-PNET(C) Larry Richardson
5430 0200 Various(T) A. Hall AHALL2 Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5435 0200 Various(T) W.G. Brazier WBRAZIER Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5440 0200 Various(T) J. Berendt JBERENDT Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5445 0200 Various(T) Paul Weissenberg PWEISSE1 Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5450 0200 Various(T) Jerry Drall JDRALL Active for Tech Only! LRICHARD
5470 0200 TBD R. Parker RPARKER3 Larry Richardson LRICHARD
ENKUECHMA
13-0970-PNET(C) E. KUECHMANN KNEAL Larry Richardson
5550 0200 Various(T) KEN NEAL CC: FWENDEL Active for Tech Only! LRICHARD
<CAPTION>
DEPT HR HR
# NAME PROFS IS ACTIVITY MAILBOX
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kimble Little KLITTLE3
5130 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5140 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5200 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5210 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Rosalind Cox RCOX4
Kimble Little KLITTLE3
5300 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5330 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5331 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5335 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
5340 John Marcus JMARCUS VO T&T'S PNETMFG
5341 John Marcus JMARCUS VO T&T'S PNETMFG
5343 John Marcus JMARCUS VO T&T'S PNETMFG
5344 John Marcus JMARCUS VO T&T'S PNETMFG
5345 John Marcus JMARCUS VO T&T'S PNETMFG
5346 John Marcus JMARCUS VO T&T'S PNETMFG
Kimble Little KLITTLE3
5400 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5404 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5405 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5410 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5415 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5420 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
5425 Rosalind Cox RCOX4 VO t&T'S PNETMFG
Kimble Little KLITTLE3
5130 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5135 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5140 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5145 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5150 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
5470 Rosalind Cox RCOX4 VO t&T'S PNETMFG
Kimble Little KLITTLE3
5550 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
</TABLE>
23 OF 38
<PAGE> 43
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FIANACE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
(AIS) CODE*
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JCROW
5505 0200 TBD Joe Crow CC:FWENDEL Larry Richardson LRICHARD
13-0970-PNET(C) Not Given Larry Richardson
5506 0200 Various(T) Ron Webb CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) APHILLI1 Larry Richardson
5507 0200 Various(T) Al Phillips CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) Larry Richardson
5510 0200 Various(T) F. L. Wendel FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) JRICHAR5 Larry Richardson
5515 0200 Various(T) James Richardson CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) RKUNEC Larry Richardson
5520 0200 Various(T) Rich Kunec CC:FWENDEL Active for Tech Only! LRICHARD
MWILSON
5521 0200 TBD Mike Wilson CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) MPERCHAR Larry Richardson
5522 0200 Various(T) Marilyn Perchard CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) CFIKE Larry Richardson
5523 0200 Various(T) Craig Fike CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) JADAMS1 Larry Richardson
5525 0200 Various(T) James Adams CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) BHETTLE Larry Richardson
5530 0200 Various(T) Bruce Hettle CC:FWENDEL Active for Tech Only! LRICHARD
13-0970-PNET(C) CDENCHFI Larry Richardson
5550 0200 Various(T) Collin Denchfield CC:FWENDEL Active for Tech Only! LRICHARD
5953 0200 Varies Rodney Haynes RHAYNES Rodney Haynes RHAYNES
5954 0200 TBD Rodney Haynes RHAYNES Rodney Haynes RHAYNES
Aaron McKey AMCKEY
6605 0200 12-0970-PNET Rom Albu RALBU Charlie Freece CFREECE
6606 0200 12-0970-PNET Tom Hochthanner THOCHTHA Charlie Freece CFREECE
6607 0200 12-0970-PNET Charlie Harris CHARRIS Charlie Freece CFREECE
6608 0200 12-0970-PNET Jeff Broski JBROSKI Charlie Freece CFREECE
6610 0200 12-0970-PNET Charlie Freece CFREECE Charlie Freece CFREECE
Jo Ann Beier JBEIER
6614 0200 12-0970-PNET Mary Sissen MSISSEN Charlie Freece CFREECE
Alex Vigh AVIGH
6668 0200 12-0970-PNET Peggy Paull PPAULL Charlie Freece CFREECE
6669 0200 12-0970-PNET Jim Galleher JGALLEHE Charlie Freece CFREECE
6679 0200 TBD TBD TBD Jo Ann JBEIER
6701 0200 TBD Phil Leinard PLEINARD Phil Leinard PLEINARD
Gene Nelson Jim Bosink JBOSINK
3120-3125 0200 TBD Hank Lenox ENELSON1 HLENOX Richard Gurchak RGURCHAK
Michael Deirala MDEIRALA Jim Bosink JBOSINK
3130,3141 0200 TBD Hank Lenox HLENOX Richard Gurchak RGURCHAK
Reginald Anson
Joe Pallischeck RANSON
Lynee Buchholz JPALLISC Richard Gurchak RGURCHAK
3152-3158 0200 TBD Hank Lenox LBUCHHOL HLENOX Jim Bosink JBOSINK
Michael Otman Richard Gurchak RGURCHAK
3170-3179 0200 TBD Hank Lenox MOTMAN HLENOX Jim Bosink JBOSINK
3200,3202 0200 25A-2744-PNET Ray Pittman RPITTMAN Ray Solomon RSOLOMON
3215,3220 0200 25A-2744-PNET TBD TBD Ray Solomon RSOLOMON
3245,3258 0200 25A-2744-PNET Wade Deal WDEAL Ray Solomon RSOLOMON
3260-3267,
3271 0200 25A-2744-PNET Hans Grothe HGROTHE1 Ray Solomon RSOLOMON
<CAPTION>
DEPT HR HR
# NAME PROFS ID ACTIVITY MAILBOX
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
KLTTLE3
5505 Rosalind Cox CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5506 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5507 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5510 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5515 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5520 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
5521 Rosalind Cox RCOX4
Kimble Little KLITTLE3
5522 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5523 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5525 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5530 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5550 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5953 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Kimble Little KLITTLE3
5954 Carol Mitchell CMITCHEL VO T&T'S PNETMFG
Powertrain Operations
6605 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6606 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6607 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6608 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6610 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6614 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6668 Jo Ann Beier JBEIER (RAEFT) PNETPTO
Powertrain Operations
6669 Jo Ann Beier JBEIER (RAEFT) PNETPTO
6679 Charlie Freece CFREECE PNETPTO
6701 Phil Leinard PLEINARD PNETPTO
3120-3125 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3130-3141 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3152-3158 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
3170-3179 Geary Baroni GBARONI Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Christian Meisner CMEISNER
3200,3202 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Christian Meisner CMEISNER
3215,3220 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
Christian Meisner CMEISNER
3245,3258 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
Steve Barney SBARNEY
3260-3267, Christian Meisner CMEISNER
3271 Jill Richards JRICHA30 Advanced Manufacturing PNETMFG
</TABLE>
24 OF 38
<PAGE> 44
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Account
Dept. Ops Charge Requisitioner Requisitioner Finance Finance HR HR
# Loc (AIS) Code* Name Profs ID Name Profs ID Name Profs ID
----- --- ----------- ------------- ------------- ------- -------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steve Barney SBARNEY
Christian Meisner CMEISNER
3275-3282 0200 25A-2744-PNET Earl Zellen EZELLEN Ray Solomon RSOLOMON Jill Richards JRICHA30
Steve Barney SBARNEY
Christian Meisner CMEISNER
3285-3294 0200 25A-2744-PNET Gordon Dye GDYE Ray Solomon RSOLOMON Jill Richards JRICHA30
3305-3320 0200 TBD Ken Miller Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3317-3318 0200 TBD Don Russell DRUSSEL6 Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3326-3328 0200 TBD Bernard Thornton BTHORNTO Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3330-3336 0200 TBD Gerry Hodapp GHODAPP Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3340-3348 0200 TBD Bob Knecht BKNECHT Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3350-3362 0200 TBD Earl Taliaferro ETALIAFE Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3370-3379,
3391-3393 0200 TBD Doug Szopo DSZOPO Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3380-3382 0200 TBD Bob Gibson RGIBSON Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3386,3387 0200 TBD Rob Phebus RPHEBUS Gary Trudeau GTRUDEA1 Randy Howard RHOWARD
3400,3405,
3456 0200 TBD Michael Malloy MMALLOY Gary Trudeau GTRUDEA1 Mark Ankenbauer MANKENBA
3500-3507 0200 TBD Joesph Sammut JSAMMUT Michael Conn MCONN1 Kevin Ruffer KRUFFER
Michael Conn MCONN1
3540,C140 0200 TBD Charlie Miller CMILLER4 Mark Caldwell MCALDWE3 Kevin Ruffer KRUFFER
Clyde Ghee CGHEE
4071,4085 0200 13-0970-PNET Dennis Gahry DGAHRY Larry Cupp LGUPP Ingid Bulter IBUTLER
Bruce Jorgenson BJORGENS
Ron Andrade RANDRADE Clyde Ghee CGHEE
4091,4094 0200 13-0970-PNET Richard Griside RGRISKIE Larry Cupp LGUPP Ingid Bulter IBUTLER
5160,5161,
13-0970-PNET(C) Larry Richardson Kimble Little KLITTLE3
5332-5339 0200 Various(T) TBD TBD Active for Tech Only! LRICHARD Carol Mitchell CMITCHEL
5401,5161 13-0970-PNET(C) Larry Richardson Kimble Little KLITTLE3
5401,5455 0200 Various(T) Jessie Jou JJOU Active for Tech Only! LRICHARD Carol Mitchell CMITCHEL
13-0970-PNET(C) Larry Richardson Kimble Little KLITTLE3
5332-5339 0200 Various(T) TBD TBD Active for Tech Only! LRICHARD Carol Mitchell CMITCHEL
Bernie McAllister BMCALLIS
13-0970-PNET(C) Ron Stansifer RSTANSIF
5342,
5347-5349 0200 Various(T) Matt Chuba MCHUBA Ron Stansifer RSTANSIF John Marcus JMARCUS
13-0970-PNET(C)
53XX's 0200 Various(T) Paul Broadfield PBROADFI TBD TBD TBD TBD
KOSWANDE
5535,5555 0200 TBD Ken Oswandel CC:FWENDEL Larry Richard LRICHARD Rosalind Cox RCOX4
13-0970-PNET(C) DWAGNER2 Larry Richardson Kimble Little KLITTLE3
5540,5545 0200 Various(T) David Wagner CC:FWENDEL Active for Tech Only! LRICHARD Carl Mitchell CMITCHEL
N700 0200 TBD TBD TBD TBD TBD TBD TBD
SBANSAL
N720 0200 TBD David Dreyer DDREYER Brice Jorgenson BJORGENS Mike Schulhoff MSCHULHO
SBANSAL
N721 0200 TBD David Dreyer DDREYER Brice Jorgenson BJORGENS Mike Schulhoff MSCHULHO
SBANSAL
N725 0200 TBD David Dreyer DDREYER Brice Jorgenson BJORGENS Mike Schulhoff MSCHULHO
N790 0200 TBD TBD TBD TBD TBD TBD TBD
N796 0200 TBD TBD TBD TBD TBD TBD TBD
N797 0200 TBD TBD TBD TBD TBD TBD TBD
5304 0206 TBD Robert Ermak RERMAK Ryan Anderson RANDER28 Robert Ermak RERMAK
5335 0206 TBD Frank Obranovic FOBRANOV Ryan Anderson RANDER28 Robert Ermak RERMAK
5341 0206 TBD Dennis Pheley DPHELEY Ryan Anderson RANDER28 Robert Ermak RERMAK
5357 0206 TBD Jeff Zaleski JZALESKI Ryan Anderson RANDER28 Robert Ermak RERMAK
L0010,L0025,
L0035,L0042,
L0050,L0060,
L0070,L0080,
L0082,L0085,
L0151,L0510 0222 25A-2744-PNET Jay Durling JDURLING Mike Donaldson MDONALDS Jay Durling JDURLING
01C16 0300 25A-2744-PNET Tom Rivers TRIVERS1 Toni Murinas TMURINAS Jim Podgorny JPODGORN
01C651 0300 25A-2744-PNET Pay Wyden PWYDEN Toni Murinas TMURINAS Jim Podgorny JPODGORN
01F40 0300 25A-2744-PNET Marge Bagnell MBAGNELL Toni Murinas TMURINAS Trish Harris THARRIS4
1F01 0300 25A-2744-PNET Sandy McQuade SMCQUADE Toni Murinas TMURINAS Trish Harris THARRIS4
341,3F41 0300 25A-2744-PNET Brain Miller BMILLE11 Toni Murinas TMURINAS Linda Cook LCOOK6
3F04 0300 25A-2744-PNET Glynda Kanis GKANIS Toni Murinas TMURINAS Jim Podgorny JPODGORN
3F16 0300 25A-2744-PNET Tom Rivers TRIVERS1 Toni Murinas TMURINAS Jim Podgorny JPODGORN
3F31 0300 25A-2744-PNET Mae Smith MSMITH26 Toni Murinas TMURINAS Linda Cook LCOOK6
3F317 0300 25A-2744-PNET Jim Gismondi JGISMOND Toni Murinas TMURINAS Linda Cook LCOOK6
3F34 0300 25A-2744-PNET Ann Land ALAND Toni Murinas TMURINAS Linda Cook LCOOK6
3F361 0300 25A-2744-PNET Yolanda Szurek YSUREK Toni Murinas TMURINAS Linda Cook LCOOK6
3F42 0300 25A-2744-PNET Leora Clough LCOUGH1 Toni Murinas TMURINAS Linda Cook LCOOK6
</TABLE>
<TABLE>
<CAPTION>
Dept.
# Activity Mailbox
----- -------- -------
<S> <C> <C>
3275-3282 Advanced Manufacturing PNETMFG
3285-3294 Advanced Manufacturing PNETMFG
3305-3320 PNETMFG
3317-3318 PNETMFG
3326-3328 PNETMFG
3330-3336 PNETMFG
3340-3348 PNETMFG
3350-3362 PNETMFG
3370-3379,
3391-3393 PNETMFG
3380-3382 PNETMFG
3386,3387 PNETMFG
3400,3405,
3456 Advanced Manufacturing PNETMFG
3500-3507 PNETMFG
3540,C140 PNETMFG
4071,4085 ATEO MFG. Engineering PNETPTO
4091,4094 ATEO MFG. Engineering PNETPTO
5160,5161,
5401,5161
5401,5455 VO T&T'S PNETMFG
5332-5339 VO T&T'S PNETMFG
VO T&T'S PNETMFG
5342,
5347-5349 VO T&T'S PNETMFG
53XX's VO T&T'S PNETMFG
5535,5555 VO T&T'S PNETMFG
5540,5545 VO T&T'S PNETMFG
N700 PNETPTO
N720 PNETPTO
N721 PNETPTO
N725 PNETPTO
N790 PNETPTO
N796 PNETPTO
N797 PNETPTO
5304 VO T&T'S PNETMFG
5335 VO T&T'S PNETMFG
5341 VO T&T'S PNETMFG
5357 VO T&T'S PNETMFG
L0010,L0025,
L0035,L0042,
L0050,L0060,
L0070,L0080,
L0082,L0085,
L0151,L0510 Vehicle Ops-Wixom PNETMFG
01C16 Fleet & Leasing Sales PNETSO
01C651 Fleet & Leasing Sales PNETSO
01F40 Fleet & Leasing Sales PNETSO
1F01 Fleet & Leasing Sales PNETSO
341,3F41 Fleet & Leasing Sales PNETSO
3F04 Fleet & Leasing Sales PNETSO
3F16 Fleet & Leasing Sales PNETSO
3F31 Fleet & Leasing Sales PNETSO
3F317 Fleet & Leasing Sales PNETSO
3F34 Fleet & Leasing Sales PNETSO
3F361 Fleet & Leasing Sales PNETSO
3F42 Fleet & Leasing Sales PNETSO
</TABLE>
25 OF 38
<PAGE> 45
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
DEPT # LOC (ABS) CODE* NAME PROFS ID NAME PROFS ID
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3F43 0300 25A-2744-PNET Patty Robichaud PROBICHA Toni Murinas TMURINAS
3F44 0300 25A-2744-PNET Sharon Smola SSMOLA Toni Murinas TMURINAS
3F45 0300 25A-2744-PNET Paul Morel PMOREL Toni Murinas TMURINAS
3F63 0300 25A-2744-PNET Alice Mulkey AMULKEY Toni Murinas TMURINAS
3F651 0300 25A-2744-PNET Pat Wyden PWYDEN Toni Murinas TMURINAS
6702 0365 TBD Robert Trebnik RTREBNIK Robert Trebnik RTREBNIK
R100 0400 25A-2744-PNET W. Swift WSWIFT Steve Davis WDAVIS20
R120-R129 0400 25A-2744-PNET D. Carson DCARSON Steve Davis WDAVIS20
R130-R137,R230 0400 25A-2744-PNET D. LeClair DLECLAIR Steve Davis WDAVIS20
R151 0400 25A-2744-PNET M. Best MBEST3 Steve Davis WDAVIS20
R152 0400 25A-2744-PNET M. Best MBEST3 Steve Davis WDAVIS20
R153 0400 25A-2744-PNET K. Costello MBEST3 Steve Davis WDAVIS20
R160-R164 0400 25A-2744-PNET W. Kessor WKEESOR Steve Davis WDAVIS20
R170-R174 0400 25A-2744-PNET K. Costello KCOSTEL2 Steve Davis WDAVIS20
R190-R192 0400 25A-2744-PNET A. Amendt AAMENDT Steve Davis WDAVIS20
R826-P911 0401 25A-2744-PNET Ron Robbins RROBBIN1 Steve Davis WDAVIS20
201 1101 25A-2744-PNET Freda Smart FSMART Toni Murinas TMURINAS
211 1101 25A-2744-PNET Dorthy Wessel DWESSEL Toni Murinas TMURINAS
Ken Hested KHASTED1
220 1101 25A-2744-PNET Lynn Balong LBALOG1 Toni Murinas TMURINAS
241 1101 25A-2744-PNET Joan Nolan JNOLAN1 Toni Murinas TMURINAS
245 1101 25A-2744-PNET Denise Feduruk DFEDURUK Toni Murinas TMURINAS
240,242 1101 25A-2744-PNET James Rogers JROGER19 Toni Murinas TMURINAS
247-249 1101 25A-2744-PNET Heleana Tolbert HTOLBERT Toni Murinas TMURINAS
Stephen Delaney SDELANEY Stephen Delaney SDELANEY
B020 1182 25A-2744-PNET James Brown JBROWN6 Jim Theisen JTHEISE1
Jerry Moorehead GMOOREHE
B050 1182 25A-2744-PNET John Heller JHELLER Jim Theisen JTHEISE1
B040,B514,7214 1183,02 TBD Ed Livorine ELIVORIN Brice Jorgensen BJORGENS
9110,9121,9124,
9150,9185,9780 1401 25A-2744-PNET Tim Sacka TSACKA Tim Sacka TSACKA
9120-9140,9190,
9785,9786 1401 13-0970-PNET Glen Stinson GSTINSON Glen Stinson GSTINSON
9701-9770 1401 25A-2744-PNET Wendy Sheffield WSHEFFIE Wendy Sheffield WSHEFFIE
6401-6460 1422 12-0970-PNET Steve Wright SWRIGHT Steve Wright SWRIGHT
E2101-E2218 1503 25A-2747-PNET Tracy Stuart TSTUART Bill Evans WEVANS
Y8010 1632 12-0970-PNET Bruce Crawford BCRAWFORD Howard Behr HBEHR
Y8030 1632 12-0970-PNET Haney Maklded HMAKLED Howard Behr HBEHR
Y8120 1632 12-0970-PNET Jerry Pompa JPOMPA Howard Behr HBEHR
Y8210 1632 12-0970-PNET Peter Dragich PDRAGICH Howard Behr HBEHR
Y8300,Y8310,Y8350,
Y8360,Y8680 1632 12-0970-PNET Terry Dunham TDUNHAM Howard Behr HBEHR
Steve Thornburg STHORNBU
Y8330,Y8340 1632 12-0970-PNET Terry Dunham TDUNHAM Howard Behr HBEHR
13-0933-PNET
25A-2744-PNET
Y8620,Y8800,Y8810 1632 12-0933-PNET Ron Muir RMUIR1 Howard Behr HBEHR
13-0933-PNET
25A-2744-PNET
Y8670 1632 12-0933-PNET Ron Poland RPOLAND Howard Behr HBEHR
Paula Winkler-Doman PDOMAN
Y8XXX's 1632 12-0970-PNET Maurice Sessel MSESSEL Howard Behr HBEHR
Richard Beattie RBEATTI2
820 2450 25A-2744-PNET Roz Flinders RFLINDER Joe Welch JWELCH
821 2450 25A-2744-PNET Gary Hawthorne GHAWTHOR
<CAPTION>
HR
DEPT # NAME PROFS ID ACTIVITY MAILBOX
------ ---- -------- -------- -------
<S> <C> <C> <C> <C>
3F43 Linda Cook LCOOK6 Fleet & Leasing Sales PNETSO
3F44 Linda Cook LCOOK6 Fleet & Leasing Sales PNETSO
3F45 Linda Cook LCOOK6 Fleet & Leasing Sales PNETSO
3F63 Jim Podgorny JPODGORN Fleet & Leasing Sales PNETSO
3F651 Jim Podgorny JPODGORN Fleet & Leasing Sales PNETSO
6702 John Wallace JWALLACE Woodhaven Forging Plant PNETPTO
R100 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R120-R129 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R130-R137,R230 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R151 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R152 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R153 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R160-R164 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R170-R174 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R190-R192 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
R826-P911 Paulette Moreno PMORENO** Finance/P.L & Heavy Truck Marketing PNETDEV
201 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
211 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
Trish Harris THARRIS4
Jim Podgorny JPODGORN
220 Lincoln Mercury PNETSO
241 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
245 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
240,242 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
247-249 Jim Podgorny JPODGORN Lincoln Mercury PNETSO
B020 James Brown JBROWN6 PNETACD
Mark Ankenbauer MANKENBA
B050 Terry Patterson TPATTER4 PNETACD
B040,B514,7214 Michael Schulhoff MSCHULHO APO-Chassis PNETPTO
Susan Gessert SGESSERT
Carlin Sochor CSOCHOR
Donna Brown DBROWN01
9110,9121,9124, Carol Maeder CMAEDER
9150,9185,9780 Michelle Schrader MSCHRAD1 Glass PNETGLAS
Susan Gessert SGESSERT
Carlin Sochor CSOCHOR
Donna Brown DBROWN01
9120-9140,9190, Carol Maeder CMAEDER
9785,9786 Michelle Schrader MSCHRAD1 Glass PNETGLAS
Susan Gessert SGESSERT
Carlin Sochor CSOCHOR
Donna Brown DBROWN01
Carol Maeder CMAEDER
9701-9770 Michelle Schrader MSCHRAD1 Glass PNETGLAS
6401-6460 Chris Hegler CHEGLAR Glass PNETGLAS
E2101-E2218 Tracy Stuart TSTUART Worldwide Export Operations PNETSO
Y8010 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8030 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8120 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8210 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8300,Y8310,Y8350,
Y8360,Y8680 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8330,Y8340 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8620,Y8800,Y8810 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8670 Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
Y8XXX's Jerry Pompa JPOMPA Sheldon Road Plant PNETACD
820 SY COLE SCOLE3 Rental, Lease & Remarketing PNETSO
821 SY COLE SCOLE3 PNETSO
</TABLE>
26 OF 38
<PAGE> 46
ALL APPROVED OR PEOPLENET
<TABLE>
<CAPTION>
DEPT. OPS ACCOUNT REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
(AIS) CODE*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jetty Sullivan JSULLI20
Kenny DeCay KDECAY
Curt Skaluba CSKALUBA
Al Bush ABUSH
823 2450 25A-2744-PNET Judy Godfrey JGODFREY Joe Welch JWELCH
Bob Bates RBATES3
Jerry Homeszn JHOMESZY
Dick Poljan RPOLJAN
Brenda Bushaw BBUSHAW
Karen Breslin KBRESLIN
824 245O 25A-2744-PNET Cathy Parsons CPARSONS Joe Welch JWELCH
828 2450 25A-2744-PNET Roger Olsen ROLSEN Joe Welch JWELCH
829 2450 25A-2744-PNET Andy McKinnon AMCKINNO Joe Welch JWELCH
927 2450 25A-2744-PNET Georgianna Gensman GGENSMAN Toni Murinas TMURINAS
George Lowe GLOWE
253 2460 25A-2744-PNET Fred Scipion FSCIPION Robert W. Smith RSMITH17
Mike Meade MMEADE
280 2460 25A-2744-PNET Bob Sandel RSANDEL Robert W. Smilh RSMITH17
281 2460 25A-2744-PNET Mike Meade MMEADE Robert W. Smith RSMITH17
Mike Meade MMEADE
282 2460 25A-2744-PNET Kathryn White KWHITE1 Robert W. Smith RSMITH17
Mike Meade MMEADE
283 2460 25A-2744-PNET Denise Achram DACHRAM Robert W. Smith RSMITH17
Mike Meade MMEADE
284 2460 25A-2744-PNET Kent Wikarski KWIKARSK Robert W. Smilh RSMITH17
Mike Meade MMEADE
286 2460 25A-2744-PNET Shane Rachedi SRACHEDI Robert W. Smith RSMITH17
Mike Meade MMEADE
287 2460 25A-2744-PNET Joe Crow JCROW Robert W. Smith RSMITH17
Mike Meade MMEADE
288 2460 25A-2744-PNET Peter Salamon PSALAMON Robert W. Smith RSMITH17
25A-2744-PNET
301 2460 25A-2747-PNET Geri Opera GOPERA Tim Rumptz TRUMPTZ
251, 285 2460 25A-2744-PNET George Lowe GLOWE Robert W. Smith RSMITH17
257, 259 2460 25A-2744-PNET Joe Bradley JBRADLEY Robert W. Smith RSMITH17
Michael Warrillow MWARRIL2
Bud Fisher BFISHER
860 2622 25C-2744-PNET Warren Merz WMERZ Alan Bennett ABENNETT
874 2622 25C-2744-PNET Les Ellis LELLIS Alan Bennett ABENNETT
Bob Nolan RNOLAN
Richard Furley RFURLEY
Bud Fisher BFISHER
896 2622 25C-2744-PNET Warren Merz WMERZ Alan Bennett ABENNETT
Bud Fisher BFISHER
812-819,825, 835 2622 25C-2 44-PNET Warren Metz WMERZ Alan Bennett ABENNETT
Bud Fisher BFISHER
Warren Mefz WMERZ
820-837 25C-2744-PNET Michael Warrillow MWARRIL2 Alan Bennett ABENNETT
John Russ JRUSS1
Les Ellis LELLIS
Dick Walker DWALKER1
870-872 2622 25C-2744-PNET Gary Lonne GLONNE Alan Bennett ABENNETT
13-0933-PNET
25A-2744-PNET
C001 2702 12-0970-PNET Frank Macher FMACHER Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C003 2702 12-0970-PNET Jim Wynalek JWYNALEK Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C009, C101 2702 12-0970-PNET Roger Saillant RSAILLAN Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C026 2702 12-0970-PNET Larry Kozanowski LKAZANOW Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET Tom Weaver TWEAVER1
C030 2702 12-0970-PNET Joginder Singh JSINGH5 Terry Bolthouse TBOLTHOU
</TABLE>
<TABLE>
<CAPTION>
DEPT. HR HR ACTIVITY MAILBOX
# NAME PROFS ID
- ---------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C>
823 Sy Cole SCOLE3 RL & RO PNETSO
824 Sy Cole SCOLE3 PNETSO
828 Sy Cole SCOLE3 PNETSO
829 Sy Cole SCOLE3 PNETSO
927 Trish Harris THARRIS4 Ford Division PNETSO
253 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
280 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
281 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
282 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
283 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
284 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
286 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
287 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
288 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
301 Don Vincent DVINCIENT TSO PNETSO
251, 285 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
257, 259 Peter Werthmann PWERTHMA Vehicle Service & Programs PNETSO
860 Gwynne Jennings GJENNING PS & L PNETSO
874 Joan Treves JTREVES PS & L PNETSO
Gwynne Jennings GJENNING PS & L PNETSO
896 Joan Treves JTREVES PS & L PNETSO
812-819,825, 835 Gwynne Jennings GJENNING PS & L PNETSO
820-837 Gwynne Jennings GJENNING PS & L PNETSO
870-872 Joan Treves JTREVES PS & L PNETSO
C001 John Tebben JTEBBEN Automotive Component Division PNETACD
C003 Dave Kehlinger DKOHLIN Automotive Component Division PNETACD
C009, C101 TBD TBD Automotive Component Division PNETACD
C026 Lucille Berkowski LEBERKOWS Automotive Component Division PNETACD
C030 John Levens JLEVENS Automotive Component Division PNETACD
</TABLE>
27 OF 38
<PAGE> 47
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC [AIS]CODE* NAME PROFS ID NAME PROFS ID
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
13-0933-PNET
25A-2744-PNET
C40 2702 12-0970-PNET Larry Kazanowski LKAZANOW Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C050 2702 12-0970-PNET Frank Croskey FCROSKEY Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C060 2702 12-0970-PNET Gary Vander Haagen GVANDER1 Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C082 2702 12-0970-PNET Dave Doster DDOSTER Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C083 2702 12-0970-PNET Terry Schaefer TSCHAEFE Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C084 2702 12-0970-PNET Jim Buczkowsld JBUCZKOW Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C085 2702 12-0970-PNET Rohintan Deputy RDEPUTY Terry Bolthouse TBOLTHOU
C110 2702 25A-2744-PNET Joe Sadowski JSADOWSKI Mark Caldwell MCALDWE3
C111 2702 25A-2744-PNET Max Supica MSUPICA Mark Caldwell MCALDWE3
C122 2702 25A-2744-PNET Keith Garvey KGARVEY Mark Caldwell MCALDWE3
C123 2702 25A-2744-PNET Rob Howell RHOWELL Mark Caldwell MCALDWE3
C124 2702 25A-2744-PNET Dave Bent DBENT Mark Caldwell MCALDWE3
C125 2702 25A-2744-PNET Lewis Lyons LLYONS Mark Caldwell MCALDWE3
C130 2702 25A-2744-PNET Dan Beck DBECK Mark Caldwell MCALDWE3
C131 2702 25A-2744-PNET Jeanne Evans JEVANS2 Mark Caldwell MCALDWE3
C132 2702 25A-2744-PNET Dave Lazor DLAZOR Mark Caldwell MCALDWE3
C133 2702 25A-2744-PNET Ted Kucemba TKUCEMBA Mark Caldwell MCALDWE3
C134 2702 25A-2744-PNET Daniel DiSebastian DDISEBAS Mark Caldwell MCALDWE3
C135 2702 25A-2744-PNET John Haldane JHALDANE Mark Caldwell MCALDWE3
C136 2702 25A-2744-PNET Tom Guldberg TGULDBER Mark Caldwell MCALDWE3
Steve Nehez SNEHEZ
C137 2702 25A-2744-PNET Curt Brainar CBRAINAR Mark Caldwell MCALDWE3
C150 2702 25A-2744-PNET Ken Miller KMILLER5 Mark Caldwell MCALDWE3
C151 2702 25A-2744-PNET Bob Russell BRUSSELL Mark Caldwell MCALDWE3
C152 2702 25A-2744-PNET Gerald Hodappp GHODAPP Mark Caldwell MCALDWE3
C153 2702 25A-2744-PNET Jim Corwin JCORWIN Mark Caldwell MCALDWE3
C160 - C170 2702 25A-2744-PNET Michael Trist MTRIST Mark Caldwell MCALDWE3
13-0933-PNET
25A-2744-PNET
C255 2702 12-0970-PNET TBD TBD Terry Bolthouse TBOLTHOU
C080 2702 13-0933-PNET Cliff Dawson CDAWSON1 Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
T1047 2702 12-0970-PNET TBD TBD TBD TBD
13-0933-PNET
25A-2744-PNET
C100 2712 12-0970-PNET Eugene Greenstein EGREENST Terry Bolthouse TBOLTHOU
13-0933-PNET Harry Luscombe HLUSCOMB
25A-2744-PNET Jack Glaser JGLASER Harry Luscombe HLUSCOMB
H0010-H0070 2714 12-0970-PNET Chris King (B/UP) CKING(B/UP) Wade Davis WDAVIS1
C23 5001 25A-2744-PNET Joan Brining JBRINING Toni Murinas TMURINAS
Gary Bell GBELL1
Steve Fairfield SFAIRFIE
Bob Hynous RHYNOUS
13-0970-PNET(C) Joan Curley JCURLEY
J1050 5001 13-0978-PNET(I.S.) Tim Kraftson TKRAFTSO Ken Hagen KHAGEN
13-0970-PNET(C)
J1100 5001 13-0978-PNET(I.S.) Bud Mathaisei BMATHAIS Wayne McLeroy WMCELROY
13-0970-PNET(C)
J1200 5001 13-0978-PNET(I.S.) Pat Valant PVALANT Bob Hynous RHYNOUS
13-0970-PNET(C) Teri Takai TTAKAI
J1210 5001 13-0978-PNET(I.S.) Tom Karks TMARKS Bob Buszka RBUSZKA
13-0970-PNET(C) Lee Hollman LHOLLMAN
J1211 5001 13-0978-PNET(I.S.) Teri Takai TTAKAI Bob Buszka RBUSZKA
<CAPTION>
DEPT HR HR ACTIVITY MAILBOX
# NAME PROFS ID
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C040 Paul Bartkowisk PBARTKOW Automotive Component Division PNETACD
C050 TBD TBD Automotive Component Division PNETACD
C060 John Tebben JTEBBEN Automotive Component Division PNETACD
C082 Susan Napoleone SNAPOLEO Automotive Component Division PNETACD
C083 Susan Napoleone SNAPOLEO Automotive Component Division PNETACD
C084 Susan Napoleone SNAPOLEO Automotive Component Division PNETACD
C085 Susan Napoleone SNAPOLEO Automotive Component Division PNETACD
C110 David Cook DCOOK11 APO PNETACD
C111 David Cook DCOOK11 APO PNETACD
C122 TBD TBD APO PNETACD
C123 Anne Marie DeGrazia ADEGRAZI ACD Technical Services PNETACD
C124 Anne Marie DeGrazia ADEGRAZI APO PNETACD
C125 TBD TBD APO PNETACD
C130 Malcolm Suber MSUBER APO PNETACD
C131 Malcolm Suber MSUBER APO PNETACD
C132 Malcolm Suber MSUBER APO PNETACD
C133 Malcolm Suber MSUBER APO PNETACD
C134 Malcolm Suber MSUBER APO PNETACD
C135 Malcolm Suber MSUBER APO PNETACD
C136 Malcolm Suber MSUBER APO PNETACD
C137 Malcolm Suber MSUBER APO PNETACD
C150 Terry Patterson TPATTER4 APO PNETACD
C151 Terry Patterson TPATTER4 APO PNETACD
C152 Terry Patterson TPATTER4 APO PNETACD
C153 Terry Patterson TPATTER4 APO PNETACD
C160 - C170 Terry Patterson TPATTER4 APO PNETACD
PNETACD
C255 Diana Skalski DSKALSKI PNETACD
C080 Susan Napoleone SNAPOLEO PNETACD
T1047 Fred Kansier FKANSIER PNETACD
C100 Rose DeFerraris RDEFERRA Utica Plant PNETACD
Judy Crocenzi JCROCENZ
Jean Grande HGRANDE1
H0010-H0070 Paul Nowicki PNOWICKI Chesterfield Plant PNETACD
C23 Mary Caufield MCAUFIE PNETSO
J1050 Kathy Dunn KDUNN Finance PNETLEAD
J1100 Carole Cluney MCLUNEY Process Leadership PNETLEAD
J1200 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1210 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1211 Sarah Owig SORWIG Manufacturing Systems PNETLEAD
</TABLE>
28 OF 38
<PAGE> 48
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT REQUISITION REQUISITION FINACE
DEPT OPS CHARGE PROFS II PROFS II NAME
# LOC (ATS) CODE*
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
13-0970-PNET(C) Horst Glerlich HGIERLT1
J1212 5001 13-0978-PNET(I.S.) Teri TakaI TTAKAI Bob Buszka
13-0970-PNET(C) Lynn Phillips LPHILLIP
J1213 5001 13-0978-PNET(I.S.) Teri Takai TTAKAI Bob Buszka
13-0970-PNET(C) Dave Filkin DFILIKIN
J1214 5001 13-0978-PNET(I.S.) Teri Takai TTAKAI Bob Buszka
13-0970-PNET(C) Tom Marks TMARKS
J1215 5001 13-0978-PNET(I.S.) Teri Takai TTAKA1 Bob Buszka
13-0970-PNET(C)
J1216, J1219 5OO1 13-0978-PNET(I.S.) Teri Takai TTAKAl Bob Buszka
13-0970-PNET(C)
J1220 - 1229 5001 13-0978-PNET(I.S.) John Saville JSAVILLE Chuck Mitchell
13-0970-PNET(C) Wilfried Peters WPETTERS
J1222 5001 13-0978-PNET(I.S.) John Saville JSAVILLE Chuck Mitchell
13-0970-PNET(C) Bob D'Angelo RDANGELO
J1224 5001 13-0978-PNET(I.S.) John Saville JSAVILLE Chuck Mitchell
13-0970-PNET(C) Werner Schulze WSCHWER1
J1225 5001 13-0978-PNET(I.S.) John Saville JSAVILLE Chuck Mitchell
13-0970-PNET(C)
J1240,J1249 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
Bill Herbert WHERBERT
13-0970-PNET(C) Jim Cnossen JCNOSSEN
J1241 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) Bill Fairclough WFAIRCLO
J1242 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) Ishmael White IWHITE1
J1243 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) John Woods JWOODS
J1244 5001 13-0973-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) Tom Pate TPATE
J1245 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) Steve Paschen SPASCHEN
J1246 5001 13-0978-PNET(I.S.) Rod Edwards REDWARD1 Cathy Myers
13-0970-PNET(C) Bob Verbal BVERBAL
J1247 5001 13-0978-PNET(I.S.) Rod Edward REDWARD1 Cathy Myers
Rod Edwards REDWARD1
Lois Jared LJARED Bob Ellison
J1248- 5001 13-0978-PNET Cathy Myers CMYERS4 Bob Hynous
13-0970-PNET(C)
J1250 5001 13-0978-PNET(I.S.) Brian Buersmeyer BBUERSME Chuck Mitchell
13-0970-PNET(C)
J1251-J1259,J1551 5001 13-0978-PNET(I.S.) Ken Szczerba KSZCZERB Chuck Mitchell
Frank Faron FFARON
13-0970-PNET(C) Lew Lyons LLYONS
J1255 5001 13-0978-PNET(I.S.) Ken Szczerba KSZCZERB Chuck Mitchell
13-0970-PNET(C)
J1265 5001 13-0978-PNET(I.S.) Fernando Duran FDURAN Gwen Bynum
13-0970-PNET(C)
J1270 5001 13-0978-PNET(I.S.) Brian Patterson BPATTERS Chuck Mitchell
13-0970-PNET(C)
J1275 5001 13-0978-PNET(I.S.) Pepe Sanchez RSANCHE1 Chuck Mitchell
13-0970-PNET(C)
J1280 5001 13-0978-PNET(I.S.) Dave Essig DESSIG Chuck Mitchell
13-0970-PNET(C)
J1300 5001 13-0978-PNET(I.S.) Dave Alexander DALEXAN3 Dave Alexander
13-0970-PNET(C)
J1310 5001 13-0978-PNET(I.S.) Bronya Lerman BLERMAN Mike Smith
13-0970-PNET(C)
J1314 5001 13-0978-PNET(I.S.) Shelly Patterson SPATTERS Mike Smith
13-0970-PNET(C) William Boger WBOGER
J1320 5001 13-0976-PNET(I.S) Louise Abbott LABBOTT Annette Dapprich
13-0970-PNET(C)
J1321 - J1324 5001 13-0978-PNET(I.S.) William Boger WBOGER Annette Dapprich
13-0970-PNET(C)
J1330 5001 13-0978-PNET(I.S.) J. Mumford JMUMFORD Annette Dapprich
</TABLE>
<TABLE>
<CAPTION>
DEPT FINANCE HR HR ACTIVITY MAILBOX
# PROFS II NAME NAME
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J1212 RBUSZKA Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1213 RBUSZKA Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1214 RBUSZKA Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1215 RBUSZKA Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1216, J1219 RBUSZKA Sarah Orwig SORWIG Manufacturing Systems PNFTLEAD
J1220 - 1229 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1222 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1224 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1225 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1240,J1249 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1241 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1242 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1243 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1244 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1245 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1246 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1247 CMYERS4 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
RELLISON
J1248 RHYNOUS Sarah Orwig SORW1G Manufacturing Systems PNETLEAD
J1250 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1251-J1259,J155 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1255 CMITHCE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1265 GBYNUM Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1270 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1275 CMITCHE1 Sarah Orwig SORW1G Manufacturing Systems PNETLEAD
J1280 CMITCHE1 Sarah Orwig SORWIG Manufacturing Systems PNETLEAD
J1300 DALEXAN3 Harry Breniser HBRENISE Process Leadership PNETLEAD
J1310 MSMITH24 Harry Breniser HBRENISE CAE Systems PNETLEAD
J1314 MSMITH24 Harry Breniser HBRENISE CAE Systems PNETLEAD
J1320 ADAPPRIC Harry Breniser HBRENISE CAE/CAM/PIM PNETLEAD
J1321 - J1324 ADAPPRIC Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1330 ADAPPRIC Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
</TABLE>
29 OF 38
<PAGE> 49
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
ACCOUNT
DEPT. OPS CHARGE REQUISITIONER REQUISITIONER FINANCE FINANCE
# LOC [AIS]CODE* NAME PROFS ID NAME PROFS ID
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mary Monroe MMONROE
L. Quagliotto LQUAGLIO
J. Cioma JCIOMA
M. Pierson MPIERSON
J. Eliasz JELIASZ
Roger Buss RBUSS
13-0970-PNET(C) Vira Conley VCONLEY
J1331 5001 13-0978-PNET(I.S.) Tim Cavanaugh TCAVANAU Annette Dapprich ADAPPRIC
Nigel Booth NBOOTH1
R. Fernandez RFERNAND
T. Krolikowski TKROLIKO
A. Knaus AKNAUS
G. Price GPRICE
Arun Kumar AKUMAR
Don Warner DWARNER
Roy Rogers RROGERS5
Paula Krause PKRAUSE
13-0970-PNET(C) Tom Vitale TVITALE
J1332 5001 13-0978-PNET(I.S.) Mike Casey MCASEY Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1333 5001 13-0978-PNET(I.S.) Mary Monroe MMONROE Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1334 5001 13-0978-PNET(I.S.) R. Derderian RDERDERI Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1337 5001 13-0978-PNET(I.S.) M. Achorn MACHORN Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1338 5001 13-0978-PNET(I.S.) B. Ault BAULT Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1360 5001 13-0978-PNET(I.S.) John Seymour JSEYMOUR Annette Dapprich ADAPPRIC
13-0970-PNET(C)
J1370 5001 13-0978-PNET(I.S.) John Seymour JSEYMOUR Annette Dapprich ADAPPRIC
Bob Berk BBERK
13-0970-PNET(C) Matt Wyman MWYMAN
J1380 5001 13-0978-PNET(I.S.) Richard Riff RRIFF Mike Smith MSMITH24
J1502 5001 13-0978-PNET(I.S.) Bob Seidl RSEIDL Betty Jane Amman BAMMAN
25A-2744-PNET
J3526 5001 25G-2744-PNET Mike Knox MKNOX Judy Gantner JGANTNER
Dale Autio DAUTIO
Casey Haam CHAAM
Jim Smith JSMITH12
J3530 5001 25A-2744-PNET Mike Kanny MKANNY Dan Meyer DMEYER1
13-0933-PNET
25A-2744-PNET
C020 5100 12-0970-PNET Dave Schwab DSCHWAB Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C070 5100 12-0970-PNET Lou Miller LMILLER1 Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C401 5100 12-0970-PNET Dave Cooper DCOOPER4 Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C402 5100 12-0970-PNET Bill Flatt BFLATT Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C403 5100 12-0970-PNET Andy Darmani ADARMANI Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C404 5100 12-0970-PNET Dale Moore DMOORE4 Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C405 5100 12-0970-PNET Dennis Lex DLEX Terry Bolthouse TBOLTHOU
13-9333-PNET
25A-2744-PNET
C406 5100 12-0970-PNET Aaron Wisniewski AWISNIEW Terry Bolthouse TBOLTHOU
13-0933-PNET
25A-2744-PNET
C407 5100 12-0970-PNET Dave Hildreth DHILDRET Terry Bolthouse TBOLTHOU
<CAPTION>
DEPT. HR HR ACTIVITY MAILBOX
# NAME PROFS ID
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J1331 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1332 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1333 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1334 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1337 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1338 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1360 Harry Breniser HBRENISE Quality & Product Info Systems PNETLEAD
J1370 Harry Breniser HBRENISE VC Systems PNETLEAD
J1380 Harry Breniser HBRENISE VC Systems PNETLEAD
J1502 Frank Stobbe FSTOBBE Technical Services PNETLEAD
J3526 Linda Freitag LFREITA Corporate Finance PNETFAO
J3530 John Ewald JEWALD Corporate Finance PNETFAO
C020 Susan Napoleone SNAPOLEO PNETACD
Anne Marie Degrazia ADEGRAZI
C070 Lucy Berkowski LBERKOWS PNETACD
C401 Anne Marie Degrazia ADEGRAZI PNETACD
C402 Anne Marie Degrazia ADEGRAZI PNETACD
Vern Horstman VHORSTMA
C403 Lucy Berkowski LBERKOWS PNETACD
Vern Horstman VHORSTMA
C404 Lucy Berkowski LBERKOWS PNETACD
Vern Horstman VHORSTMA
C405 Lucy Berkowski LBERKOWS PNETACD
Vern Horstman VHORSTMA
C406 Lucy Berkowski LBERKOWS PNETACD
Vern Horstman VHORSTMA
C407 Lucy Berkowski LBERKOWS PNETACD
</TABLE>
30 OF 38
<PAGE> 50
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account
# Loc Charge Requisitioner Requisitioner Finance Finance HR
(AIS) Code* Name Profs ID Name Profs ID Name
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
13-0933-PNET
25A-2744-PNET
C409 5100 12-0970-PNET Carlos Hernandez CHERNAND Terry Bolthouse TBOLTHOU Anne Marie DeGrazia
13-0933-PNET
25A-2744-PNET
C414 5100 12-0970-PNET Jay Baker JBAKER6 Terry Bolthouse TBOLTHOU Malcom Suber
13-0933-PNET
25A-2744-PNET
C415 5100 12-0970-PNET Bill Mikkelsen WMIKKEL1 Terry Bolthouse TBOLTHOU Anne Marie DeGrazia
13-0933-PNET
25A-2744-PNET
C417 5100 12-0970-PNET Dennis Smith DSMITH25 Terry Bolthouse TBOLTHOU Vern Horstman
13-0933-PNET
25A-2744-PNET
C418 5100 12-0970-PNET TBD TBD TBD TBD Vern Horstman
13-0933-PNET
25A-2744-PNET
C419 5100 12-0970-PNET TBD TBD TBD TBD Vern Horstman
13-0933-PNET
25A-2744-PNET
G003 5100 12-0970-PNET Tim Tiernan TTIERNAN Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G004 5100 12-0970-PNET Tom Miree TMIREE Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G005, G705 5100 12-0970-PNET Ira Russell IRUSSELL Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G006 5100 12-0970-PNET Dennis Henderson DHENDER1 Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G007 5100 12-0970-PNET Jim Grzybowski JGRZYBOW Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G008 5100 12-0970-PNET Hugh Buchanan HBUCHANA Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET George Johnson
G100 5100 12-0970-PNET Bill Caldwell WCALDWELL Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G101 5100 12-0970-PNET Mike Sammut MSAMMUT Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G102 5100 12-0970-PNET Joe Uhl JUHL Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G103 5100 12-0970-PNET William Schwark WSCHWARK Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G104 5100 12-0970-PNET Larry Maier LMAIER Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G105 5100 12-0970-PNET Elaine Haas EHAAS Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G106 5100 12-0970-PNET Tom Bryans TBRYANS Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G107 5100 12-0970-PNET Ron Waterloo RWATERLO Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G111 5100 12-0970-PNET Ralph Youngblood RYOUNGBL Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET George Johnson
G112 5100 12-0970-PNET Debra Yeager DYEAGER1 Craig Smith CSMITH10 David Cook
</TABLE>
<TABLE>
<CAPTION>
Dept. HR
# Profs ID Activity Mailbox
- ------------------------------------------------------------------------
<S> <C> <C> <C>
C409 ADEGRAZI PNETACD
C414 MSUBER PNETACD
C415 ADEGRAZI PNETACD
C417 VHORSTMA PNETACD
C418 VHORSTMA PNETACD
C419 VHORSTMA PNETACD
G003 DKOEHLIN Automotive Component Division PNETACD
G004 DKOEHLIN Automotive Component Division PNETACD
G005, G705 DKOEHLIN Automotive Component Division PNETACD
G006 DKOEHLIN Automotive Component Division PNETACD
G007 DKOEHLIN Automotive Component Division PNETACD
G008 DKOEHLIN Automotive Component Division PNETACD
GJOHNSO2
G100 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G101 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G102 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G103 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G104 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G105 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G106 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G107 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G111 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G112 DCOOK11 Automotive Component Division PNETACD
</TABLE>
31 of 38
<PAGE> 51
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account
# Loc Charge Requisitioner Requisitioner Finance Finance HR
(AIS) Code* Name Profs ID Name Profs ID Name
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
13-0933-PNET
25A-2744-PNET George Johnson
G113 5100 12-0970-PNET Doug Park DPARK1 Craig Smith CSMITH10 David Cook
George Johnson
G116 - G118 5100 13-1050P-G3 Ron Waterloo RWATERLO Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET
G200 5100 12-0970-PNET Bill Mayes WMAYES Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G201 5100 12-0970-PNET Bob Carlisle RCARISL Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G202 5100 12-0970-PNET Kwang Park KPARK Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G204 5100 12-0970-PNET Don Burch DBURCH Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G205 5100 12-0970-PNET Ed Trudeau ETRUDEAU Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G207 5100 12-0970-PNET Vito Curcuru VCURCURU Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET
G209 5100 12-0970-PNET Jeff Erlon JERION Craig Smith CSMITH10 David Koehlinger
13-0933-PNET
25A-2744-PNET Vern Horstman
G300 5100 12-0970-PNET Steve Davis SDAVIS4 Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G301 5100 12-0970-PNET John Barkley JBARKLE1 Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G306 5100 12-0970-PNET Larry Suchyta LSUCHYTA Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G307 5100 12-0970-PNET Bill Kaiser BKAISER Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G308 5100 12-0970-PNET John Busch JBUSCH Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G309 5100 12-0970-PNET Bill Diedrich WDIEDRIC Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G310 5100 12-0970-PNET Ray Farah RFARAH Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G311 5100 12-0970-PNET Janilla Lee JLEE Craig Smith CSMITH10 Tricia Driver
13-0933-PNET Tom Nation TNATION
25A-2744-PNET Vern Horstman
G401 5100 12-0970-PNET Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G402 5100 12-0970-PNET Ralph Emmons REMMONS Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET Vern Horstman
G403 5100 12-0970-PNET Mark Winters MWINTERS Craig Smith CSMITH10 Tricia Driver
13-0933-PNET
25A-2744-PNET
G601 5100 12-0970-PNET TBD TBD Craig Smith CSMITH10 Pamela Darin Pierce
13-0933-PNET
25A-2744-PNET David Cook
G602 5100 12-0970-PNET Jim Mazurek JMAZURE1 Craig Smith CSMITH10 George Johnson
G647-G469, G656 5100 13-0933-PNET Len Tedesco LTEDESCO Craig Smith CSMITH10 Carl Britsch
</TABLE>
<TABLE>
<CAPTION>
Dept. HR Activity Mailbox
# Profs ID
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
GJOHNSO2
G113 DCOOK11 Automotive Component Division PNETACD
GJOHNSO2
G116 - G118 DCOOK11 Automotive Component Division PNETACD
G200 DKOEHLIN Automotive Component Division PNETACD
G201 DKOEHLIN Automotive Component Division PNETACD
G202 DKOEHLIN Automotive Component Division PNETACD
G204 DKOEHLIN Automotive Component Division PNETACD
G205 DKOEHLIN Automotive Component Division PNETACD
G207 DKOEHLIN Automotive Component Division PNETACD
G209 DKOEHLIN Automotive Component Division PNETACD
VHORSTMA
G300 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G301 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G306 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G307 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G308 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G309 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G310 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G311 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G401 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G402 TDRIVER Automotive Component Division PNETACD
VHORSTMA
G403 TDRIVER Automotive Component Division PNETACD
G601 PPIERCE Automotive Component Division PNETACD
DCOOK11
G602 GJOHNSO2 Automotive Component Division PNETACD
G647-G469, G656 CBRITSCH Automotive Component Division PNETACD
</TABLE>
32 of 38
<PAGE> 52
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account
# Loc Charge Requisitioner Requisitioner Finance Finance HR
(AIS) Code* Name Profs ID Name Profs ID Name
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
13-0933-PNET
25A-2744-PNET
G650 5100 12-0970-PNET Bob Haase BHAASE1 Craig Smith CSMITH10 TBD
13-0933-PNET
25A-2744-PNET
G651 5100 12-0970-PNET Doug Sendelbach DSANDELB Craig Smith CSMITH10 Pamela Darin Pierce
13-0933-PNET
25A-2744-PNET
G652 5100 12-0970-PNET Dana Sims DSIMS Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G653 5100 12-0970-PNET Dennis Rhee DRHEE Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G654 5100 12-0970-PNET Margaret Woodhouse DSIMS Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G655 5100 12-0970-PNET Howard Kell HKELL Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G657 5100 12-0970-PNET Walt Clark WCLARK3 Craig Smith CSMITH10 Carl Britsch
13-0933-PNET
25A-2744-PNET
G658 5100 12-0970-PNET Scott Simpson SSIMPSO3 Craig Smith CSMITH10 Carl Britsch
13-0933-PNET
25A-2744-PNET
G659 5100 12-0970-PNET Bob Morris RMORRIS1 Craig Smith CSMITH10 Carl Britsch
13-0933-PNET
25A-2744-PNET
G660 5100 12-0970-PNET Tom Gioia TGIOIA Craig Smith CSMITH10 Pamela Darin Pierce
13-0933-PNET
25A-2744-PNET
G661 5100 12-0970-PNET Mike Medvec MMEDVEC Craig Smith CSMITH10 Pamela Darin Pierce
13-0933-PNET
25A-2744-PNET
G662 5100 12-0970-PNET Bob Swanston RSWANSTO Craig Smith CSMITH10 TBD
13-0933-PNET
25A-2744-PNET
G663 5100 12-0970-PNET Michael Maloney MMALONEY Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G664 5100 12-0970-PNET Dudley Wass DWASS Craig Smith CSMITH10 Lori Schmitz
13-0933-PNET
25A-2744-PNET
G665 5100 12-0970-PNET TBD TBD Craig Smith CSMITH10 Cyndi Selke
13-0933-PNET
25A-2744-PNET Lori Schmitz
G675 5100 12-0970-PNET Doug Gress DGRESS Craig Smith CSMITH10 David Cook
13-0933-PNET
25A-2744-PNET Lori Schmitz
G676 5100 12-0970-PNET Mark Turner MTURNER4 Craig Smith CSMITH10 David Cook
13-0933-PNET
G702, G703, G736- 25A-2744-PNET
G741 5100 12-0970-PNET Bill Craft WCRAFT Craig Smith CSMITH10 Gina Gaidikas
13-0933-PNET
25A-2744-PNET Mike Bragalone MBRAGALO
G706 5100 12-0970-PNET Roger Saillant RSAILLAN Craig Smith CSMITH10 Anne Marie DeGrazia
13-0933-PNET
25A-2744-PNET
G710, G713, G755 5100 12-0970-PNET Eugene Greenstein EGREENST Craig Smith CSMITH10 Gina Gaidikas
13-0933-PNET
25A-2744-PNET
G711 5100 12-0970-PNET Don Fesko MBARRON Craig Smith CSMITH10 Karen Strong
13-0933-PNET
25A-2744-PNET
G714 5100 12-0970-PNET Roger Saillant RSAILLAN Craig Smith CSMITH10 Karen Strong
</TABLE>
<TABLE>
<CAPTION>
Dept. HR Activity Mailbox
# Profs ID
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
G650 TBD Automotive Component Divisions PNETACD
G651 PPIERCE Automotive Component Divisions PNETACD
G652 LSCHMITZ Automotive Component Divisions PNETACD
G653 LSCHMITZ Automotive Component Divisions PNETACD
G654 LSCHMITZ Automotive Component Divisions PNETACD
G655 LSCHMITZ Automotive Component Divisions PNETACD
G657 CBRITSCH Automotive Component Divisions PNETACD
G658 CBRITSCH Automotive Component Divisions PNETACD
G659 CBRITSCH Automotive Component Divisions PNETACD
G660 PPIERCE Automotive Component Divisions PNETACD
G661 PPIERCE Automotive Component Divisions PNETACD
G662 TBD Automotive Component Divisions PNETACD
G663 LSCHMITZ Automotive Component Divisions PNETACD
G664 LSCHMITZ Automotive Component Divisions PNETACD
G665 DSKALSKI Automotive Component Divisions PNETACD
LSCHMITZ
G675 DCOOK11 Automotive Component Divisions PNETACD
LSCHMITZ
G676 DCOOK11 Automotive Component Divisions PNETACD
G702, G703, G736-
G741 GGALDIKA Automotive Component Divisions PNETACD
G706 ADEGRAZI Automotive Component Divisions PNETACD
G710, G713, G755 GGALDIKA Automotive Component Divisions PNETACD
G711 KSTRONG1 Automotive Component Divisions PNETACD
G714 KSTRONG1 Automotive Component Divisions PNETACD
</TABLE>
33 OF 38
<PAGE> 53
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account Requisitioner Requistioner Finance Finance HR
# Loc Charge Name Profs ID Name Profs ID Name
(AIS) Code*
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
13-0933-PNET
25A-2744-PNET
G742 5100 12-0970-PNET Ken Bloom KBLOOM Craig Smith CSMITH10 Gina Galdikas
13-0933-PNET
25A-2744-PNET Anne Marie DeGrazia
G753, G754 5100 12-0970-PNET Ken Bloom KBLOOM Craig Smith CSMITH10 Gina Galdikas
S100 5100 13-0970-PNET Jim Englehart JENGLEHA Steve Davis WDAVIS20 Paulette Moreno
S200 5100 13-0970-PNET TBD TBD Steve Davis WDAVIS20 Paulette Moreno
S300, S310, S420,
S422 5100 13-0970-PNET D. Velliky DVELLIKY Steve Davis WDAVIS20 Paulette Moreno
S350 - S352 5100 13-0970-PNET R. Pettit RPETTIT1 Steve Davis WDAVIS20 Paulette Moreno
S400 5100 13-0970-PNET M. Inglis MINGLIS2 Steve Davis WDAVIS20 Paulette Moreno
S405 5100 13-0970-PNET R. Belauslegul RBELAUST Steve Davis WDAVIS20 Paulette Moreno
S415 5100 13-0970-PNET R. Ogren ROGREN Steve Davis WDAVIS20 Paulette Moreno
S421 5100 13-0970-PNET V. Arrak VARRAK Steve Davis WDAVIS20 Paulette Moreno
S430, S432 5100 13-0970-PNET R. Westby RWESTBY Steve Davis WDAVIS20 Paulette Moreno
S431 5100 13-0970-PNET T. Brannon TBRANNON Steve Davis WDAVIS20 Paulette Moreno
S433 5100 13-0970-PNET E. Dickinson EDICKENS Steve Davis WDAVIS20 Paulette Moreno
S434 5100 13-0970-PNET S. Hunter SHUNTER1 Steve Davis WDAVIS20 Paulette Moreno
S440 - S456 5100 13-0970-PNET S. Pitts SPITTS2 Steve Davis WDAVIS20 Paulette Moreno
S441 5100 13-0970-PNET S. Goldblum SGOLDBLU Steve Davis WDAVIS20 Paulette Moreno
S442 5100 13-0970-PNET R. Oye ROYE Steve Davis WDAVIS20 Paulette Moreno
S443 5100 13-0970-PNET B. Vought BVOUGHT Steve Davis WDAVIS20 Paulette Moreno
S444 5100 13-0970-PNET R. Stevens RSTEVEN1 Steve Davis WDAVIS20 Paulette Moreno
S446 5100 13-0970-PNET K. Flegenschuh KFIEGENS Steve Davis WDAVIS20 Paulette Moreno
S454 5100 13-0970-PNET B. Gale BGALE1 Steve Davis WDAVIS20 Paulette Moreno
S457 5100 13-0970-PNET V. Zanardelli VZANARDE Steve Davis WDAVIS20 Paulette Moreno
S460, S491 - S496 5100 13-0970-PNET R. Anderson RANDERS7 Steve Davis WDAVIS20 Paulette Moreno
S461 5100 13-0970-PNET C. Kuzlemko CKUZIEMK Steve Davis WDAVIS20 Paulette Moreno
S462 5100 13-0970-PNET R. Billington RBILLING Steve Davis WDAVIS20 Paulette Moreno
S470 5100 13-0970-PNET C. Centivany CCENTIVA Steve Davis WDAVIS20 Paulette Moreno
S471 5100 13-0970-PNET R. Reichart RREICHER Steve Davis WDAVIS20 Paulette Moreno
S480 5100 13-0970-PNET A. Edwards AEDWARD7 Steve Davis WDAVIS20 Paulette Moreno
S481 5100 13-0970-PNET T. Watson TWATSON1 Steve Davis WDAVIS20 Paulette Moreno
S490 5100 13-0970-PNET J. Koszewnik JKOSZEWN Steve Davis WDAVIS20 Paulette Moreno
S494 5100 13-0970-PNET R. Pinnock RPINNOCK Steve Davis WDAVIS20 Paulette Moreno
S495 5100 13-0970-PNET J. Sieg JSIEG Steve Davis WDAVIS20 Paulette Moreno
S500 - S503 5100 13-0970-PNET J. Hinds JHINDS Steve Davis WDAVIS20 Paulette Moreno
S510 - S513 5100 13-0970-PNET D. Hall DHALL1 Steve Davis WDAVIS20 Paulette Moreno
S520 - S523 5100 13-0970-PNET L. Shedden LSHEDDEN Steve Davis WDAVIS20 Paulette Moreno
S700 5100 13-0970-PNET R. Matulka RMATULKA Steve Davis WDAVIS20 Paulette Moreno
S705 5100 13-0970-PNET M. Kilpin MKILPIN1 Steve Davis WDAVIS20 Paulette Moreno
S710 5100 13-0970-PNET J. Kirsch JKIRSCH Steve Davis WDAVIS20 Paulette Moreno
S720 5100 13-0970-PNET K. Dutta KDUTTA Steve Davis WDAVIS20 Paulette Moreno
S730 5100 13-0970-PNET L. Kummer LKUMMER Steve Davis WDAVIS20 Paulette Moreno
S740 5100 13-0970-PNET E. Ostrowski EOSTROW1 Steve Davis WDAVIS20 Paulette Moreno
S750 5100 13-0970-PNET A. Hyde AHYDE Steve Davis WDAVIS20 Paulette Moreno
S755 5100 13-0970-PNET K. Holdcroft KHOLDCRO Steve Davis WDAVIS20 Paulette Moreno
S760 5100 13-0970-PNET D. Leanhart DLEANHAR Steve Davis WDAVIS20 Paulette Moreno
S770 5100 13-0970-PNET S. Dehne SDEHNE Steve Davis WDAVIS20 Paulette Moreno
S780 5100 13-0970-PNET V. Chaudhrl VCHAUDHR Steve Davis WDAVIS20 Paulette Moreno
S790 5100 13-0970-PNET D. Roggenkamp DROGGENK Steve Davis WDAVIS20 Paulette Moreno
S900, S910, S912,
S999 5100 13-0970-PNET Lisa Beaudin LBEAUDO1 Steve Davis WDAVIS20 Paulette Moreno
S911 5100 13-0970-PNET Jay Dull JDULL Steve Davis WDAVIS20 Paulette Moreno
Tom Baughman TBAUGHMA
John Shelton JSHELTON
Matt Demars MDEMARS
Nick Kazan NKAZAN
Eric Daby EDABY Len Speranza* LSPERANZ
W001 - W999 5100 13-0933-PNET Leo Shedden LSHEDDEN Nick Perssson* NPERSSON* Paulette Moreno
Len Speranza* LSPERANZ
W580 5100 13-0933-PNET Paul Lewinski PLEWINSK Nick Perssson* NPERSSON* Paulette Moreno
Rick Soisson* RSOISSON
X001 - X999 5100 13-0933-PNET Ken Kohrs KKOHRS John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Soisson* RSOISSON
X100 - X109 5100 13-0933-PNET Mike Zevalkink MZEVALKI John Green* JGREEN Paulette Moreno
</TABLE>
<TABLE>
<CAPTION>
Dept. HR Activitiy Mailbox
# Profs ID
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
G742 GGALDIKA Automotive Component Division PNETACD
G753, G754 ADEGRAZI Automotive Component Division PNETACD
S100 GGALDIKA Automotive Component Division PNETDEV
S200 PMORENO** VC PNETDEV
S300, S310, S420,
S422 PMORENO** VC PNETDEV
S350 - S352 PMORENO** VC PNETDEV
S400 PMORENO** VC PNETDEV
S405 PMORENO** Product Strategy PNETDEV
S415 PMORENO** Product Strategy PNETDEV
S421 PMORENO** Product Strategy PNETDEV
S430, S432 PMORENO** Product Strategy PNETDEV
S431 PMORENO** Product Strategy PNETDEV
S433 PMORENO** Product Strategy PNETDEV
S434 PMORENO** Product Strategy PNETDEV
S440 - s456 PMORENO** Product Strategy PNETDEV
S441 PMORENO** Product Strategy PNETDEV
S442 PMORENO** Product Strategy PNETDEV
S443 PMORENO** Product Strategy PNETDEV
S444 PMORENO** Product Strategy PNETDEV
S446 PMORENO** Product Strategy PNETDEV
S454 PMORENO** Product Strategy PNETDEV
S457 PMORENO** Product Strategy PNETDEV
S460, S491 - S496 PMORENO** Product Strategy PNETDEV
S461 PMORENO** Product Strategy PNETDEV
S462 PMORENO** Product Strategy PNETDEV
S470 PMORENO** Product Strategy PNETDEV
S471 PMORENO** Product Strategy PNETDEV
S480 PMORENO** Product Strategy PNETDEV
S481 PMORENO** Product Strategy PNETDEV
S490 PMORENO** Product Strategy PNETDEV
S494 PMORENO** Product Strategy PNETDEV
S495 PMORENO** Product Strategy PNETDEV
S500 - S503 PMORENO** Product Strategy PNETDEV
S510 - S513 PMORENO** Large Front Wheel Drive PNETDEV
S520 - S523 PMORENO** Commercial Truck PNETDEV
S700 PMORENO** VC PNETDEV
S705 PMORENO** VC PNETDEV
S710 PMORENO** VC PNETDEV
S720 PMORENO** Product Strategy PNETDEV
S730 PMORENO** Product Strategy PNETDEV
S740 PMORENO** Product Strategy PNETDEV
v
S750 PMORENO** Product Strategy PNETDEV
S755 PMORENO** Product Strategy PNETDEV
S760 PMORENO** Product Strategy PNETDEV
S770 PMORENO** Product Strategy PNETDEV
S780 PMORENO** VC PNETDEV
S790 PMORENO** VC PNETDEV
S900, S910, S912,
S999 PMORENO** VC PNETDEV
S911 PMORENO** Product Strategy PNETDEV
WD001 - W999 PMORENO** VC PNETDEV
W580 PMORENO** VC PNETDEV
X001 - X999 PMORENO** VC PNETDEV
X100 - X109 PMORENO** VC PNETDEV
</TABLE>
34 of 38
<PAGE> 54
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
Dept. Ops Account
# Loc Charge Requisitioner Requisitioner Finance Finance HR
(AIS) Code* Name Profs ID Name Profs ID Name
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ken Kohrs KKOHRS
Mike Zevalkink MZEVALKI Rick Solsson* RSOLSSON
X110 5100 13-0933-PNET Dave Marinaro DMARINAR John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mike Zevalkink MZEVALKI Rick Solsson* RSOLSSON
X111 5100 13-0933-PNET Brent Egleston BEGLESTO John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X120 5100 13-0933-PNET Phil Martens PMARTENS John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Phil Martens PMARTENS Rick Solsson* RSOLSSON
X121 5100 13-0933-PNET Brent Egleston BEGLESTO John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Phil Martens PMARTENS Rick Solsson* RSOLSSON
X122 5100 13-0933-PNET Don Baker DBAKER4 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X130 5100 13-0933-PNET Jeff Ziegler JZIEGLER John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X170 5100 13-0933-PNET Chruck Teske CTESKE John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X200 - X269 5100 13-0933-PNET Mary Ellen Hyde MHEYDE John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE Rick Solsson* RSOLSSON
X210 5100 13-0933-PNET Barry Johnson BJOHNSO9 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE
Barry Johnson BJOHNSO9 Rick Solsson* RSOLSSON
X211 5100 13-0933-PNET Dave Honiss DHONISS John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE Rick Solsson* RSOLSSON
X220 5100 13-0933-PNET Dave Brockman DBROCKM1 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE
Dave Brockman DBROCKM1 Rick Solsson* RSOLSSON
X221 5100 13-0933-PNET Jim Croft JCROFT John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE Rick Solsson* RSOLSSON
X230 5100 13-0933-PNET Andrew Pollitt APOLLITT John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Mary Ellen Hyde MHEYDE Rick Solsson* RSOLSSON
X270 5100 13-0933-PNET Lou Ferraresi LFERRARE John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X400 - X469 5100 13-0933-PNET Bob Widmer RWIDMER1 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1 Rick Solsson* RSOLSSON
X410 5100 13-0933-PNET Charles Repp CREPP John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1
Charles Repp CREPP Rick Solsson* RSOLSSON
X411 5100 13-0933-PNET Time Doyle TDOYLE3 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1 Rick Solsson* RSOLSSON
X420 5100 13-0933-PNET Janine Bay JBAY John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1
Janine Bay JBAY Rick Solsson* RSOLSSON
X421 5100 13-0933-PNET Mike Ferrence MFERRENC John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1 Rick Solsson* RSOLSSON
X430 5100 13-0933-PNET Nancy Giola NGIOIA John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1 Rick Solsson* RSOLSSON
X440 5100 13-0933-PNET Ian Bradley IBRADLEY John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS
Bob Widmer RWIDMER1 Rick Solsson* RSOLSSON
X470 5100 13-0933-PNET Jan Smith JSMITH17 John Green* JGREEN Paulette Moreno
Ken Kohrs KKOHRS Rick Solsson* RSOLSSON
X500 - X579 5100 13-0933-PNET Jack Paskus JPASKUS John Green* JGREEN Paulette Moreno
<CAPTION>
Dept. HR Activity Mailbox
# Profs ID
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
X110 PMORENO** VC PNETDEV
X111 PMORENO** VC PNETDEV
X120 PMORENO** VC PNETDEV
X121 PMORENO** VC PNETDEV
X122 PMORENO** VC PNETDEV
X130 PMORENO** VC PNETDEV
X170 PMORENO** VC PNETDEV
X200 - X269 PMORENO** VC PNETDEV
X210 PMORENO** VC PNETDEV
X211 PMORENO** VC PNETDEV
X220 PMORENO** VC PNETDEV
X221 PMORENO** VC PNETDEV
X230 PMORENO** VC PNETDEV
X270 PMORENO** VC PNETDEV
X400 - X469 PMORENO** VC PNETDEV
X410 PMORENO** VC PNETDEV
X411 PMORENO** VC PNETDEV
X420 PMORENO** VC PNETDEV
X421 PMORENO** VC PNETDEV
X430 PMORENO** VC PNETDEV
X440 PMORENO** VC PNETDEV
X470 PMORENO** VC PNETDEV
X4500 - X579 PMORENO** VC PNETDEV
</TABLE>
35 of 38
<PAGE> 55
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FINANCE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
(AIS) CODE*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Soisson* RSOISSON
X510 5100 13-0933-PNET Mike Renucci MRENUCCI John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X511 5100 13-0933-PNET Kurt Achenba KACHENBA John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X512 5100 13-0933-PNET Ed Nalodka ENALODKA John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X513 5100 13-0933-PNET John Bergdahl JBERGDAH John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X514 5100 13-0933-PNET Larry Lloyd LLLOYD John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X515 5100 13-0933-PNET Jim Piontek JPIONTEK John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X516 5100 13-0933-PNET Paul Giltinan PGILTINA John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X517 5100 13-0933-PNET Bob Sayles RSAYLES John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Renucci MRENUCCI Rick Soisson* RSOISSON
X518 5100 13-0933-PNET Bob Sayles RSAYLES John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Soisson* RSOISSON
X530 5100 13-0933-PNET Bob Harmer RHARMER1 John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X531 5100 13-0933-PNET Steve Kozak SKOZAK John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X532 5100 13-0933-PNET James Mikola JMIKOLA John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X533 5100 13-0933-PNET Phil Ernzen PERNZEN1 John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X534 5100 13-0933-PNET Ric Borsos RBORSOS John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X535 5100 13-0933-PNET John Edwards JEDWARD5 John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Bob Harmer RHARMER1 Rick Soisson* RSOISSON
X536 5100 13-0933-PNET Mike Reed MREED1 John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Soisson* RSOISSON
X540 5100 13-0933-PNET Mike Bullion MBULLION John Green* JGREEN
<CAPTION>
DEPT HR HR
# NAME PROFS IS ACTIVITY MAILBOX
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
X510 Paulette Moreno PMORENO** VC PNETDEV
X511 Paulette Moreno PMORENO** VC PNETDEV
X512 Paulette Moreno PMORENO** VC PNETDEV
X513 Paulette Moreno PMORENO** VC PNETDEV
X514 Paulette Moreno PMORENO** VC PNETDEV
X515 Paulette Moreno PMORENO** VC PNETDEV
X516 Paulette Moreno PMORENO** VC PNETDEV
X517 Paulette Moreno PMORENO** VC PNETDEV
X518 Paulette Moreno PMORENO** VC PNETDEV
X530 Paulette Moreno PMORENO** VC PNETDEV
X531 Paulette Moreno PMORENO** VC PNETDEV
X532 Paulette Moreno PMORENO** VC PNETDEV
X533 Paulette Moreno PMORENO** VC PNETDEV
X534 Paulette Moreno PMORENO** VC PNETDEV
X535 Paulette Moreno PMORENO** VC PNETDEV
X536 Paulette Moreno PMORENO** VC PNETDEV
X540 Paulette Moreno PMORENO** VC PNETDEV
</TABLE>
33 OF 38
<PAGE> 56
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FIANACE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
(AIS) CODE*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X541 5100 13-0933-PNET Errol Jackson EJACKSON John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X542 5100 13-0933-PNET Vic DeGrazia VDEGRAZI John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X543 5100 13-0933-PNET Julie Petrucci JPETRUCC John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X544 5100 13-0933-PNET Connie Gutowski CGUTOWS John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X545 5100 13-0933-PNET William Faulk WFAULK John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS
Mike Bullion MBULLION Rick Solsson* RSOLSSON
X546 5100 13-0933-PNET Ron Clayton RCLAYTON John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X550 5100 13-0933-PNET Bob Rankin BRANKIN John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X551 5100 13-0933-PNET Tim Hoen THOEN John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X552 5100 13-0933-PNET Harold Lowman HLOWMAN John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X553 5100 13-0933-PNET John Lombardi JLOMBARD John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X560 5100 13-0933-PNET Tom Morris TMORRIS John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X561 5100 13-0933-PNET Tom Breault TBREAULT John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X562 5100 13-0933-PNET Larry Laliberte LLALIBER John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X563 5100 13-0933-PNET William Koche BKOCHE John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X566 5100 13-0933-PNET John Bicanich JBICANIC John Green* JGREEN
Ken Kohrs KKOHRS
Jack Paskus JPASKUS Rick Solsson* RSOLSSON
X580 5100 13-0933-PNET Shirleen Holland SHOLLAND John Green* JGREEN
Z130,Z131,Z513
Z533,Z543,Z551
Z560,Z561 5100 13-0933-PNET Jeremy Main JMAIN Mark Schroeder* MSCHROED
Z320,Z340,Z516,
Z530,Z540,Z552,
Z562,Z700,Z702,
Z800 5100 13-0933-PNET Kaywin Goodman KGOODMAN Mark Schroeder* MSCHROED
Z330,Z331,Z515,
Z535,Z545 5100 13-0933-PNET Tony Pixton TPIXTON Mark Schroeder* MSCHROED
Z350 5100 13-0933-PNET Richard Folkson RFOLKSON Mark Schroeder* MSCHROED
Z410,Z411,Z538,
Z535,Z564,Z565,
Z701 5100 13-0933-PNET Steven Carl SCARL Mark Schroeder* MSCHROED
Z420,Z421,Z539 5100 13-0933-PNET Martin Lunt MLUNT1 Mark Schroeder* MSCHROED
<CAPTION>
DEPT HR HR
# NAME PROFS ID ACTIVITY MAILBOX
<S> <C> <C> <C> <C>
X541 Paulette Moreno PMORENO** VC PNETDEV
X542 Paulette Moreno PMORENO** VC PNETDEV
X543 Paulette Moreno PMORENO** VC PNETDEV
X544 Paulette Moreno PMORENO** VC PNETDEV
X545 Paulette Moreno PMORENO** VC PNETDEV
X546 Paulette Moreno PMORENO** VC PNETDEV
X550 Paulette Moreno PMORENO** VC PNETDEV
X551 Paulette Moreno PMORENO** VC PNETDEV
X552 Paulette Moreno PMORENO** VC PNETDEV
X553 Paulette Moreno PMORENO** VC PNETDEV
X560 Paulette Moreno PMORENO** VC PNETDEV
X561 Paulette Moreno PMORENO** VC PNETDEV
X562 Paulette Moreno PMORENO** VC PNETDEV
X563 Paulette Moreno PMORENO** VC PNETDEV
X566 Paulette Moreno PMORENO** VC PNETDEV
X580 Paulette Moreno PMORENO** VC PNETDEV
Z130,Z131,Z513
Z533,Z543,Z551
Z560,Z561 Paulette Moreno PMORENO** VC PNETDEV
Z320,Z340,Z516,
Z530,Z540,Z552,
Z562,Z700,Z702,
Z800 Paulette Moreno PMORENO** VC PNETDEV
Z330,Z331,Z515,
Z535,Z545 Paulette Moreno PMORENO** VC PNETDEV
Z350 Paulette Moreno PMORENO** VC PNETDEV
Z410,Z411,Z538,
Z535,Z564,Z565,
Z701 Paulette Moreno PMORENO** VC PNETDEV
Z420,Z421,Z539 Paulette Moreno PMORENO** VC PNETDEV
</TABLE>
37 OF 38
<PAGE> 57
ALL APPROVERS FOR PEOPLENET
<TABLE>
<CAPTION>
DEPT OPS ACCOUNT REQUISTIONER REQUISTIONER FINANCE FINANCE
# LOC CHARGE NAME PROFS ID NAME PROFS ID
(AIS) CODE*
<S> <C> <C> <C> <C> <C> <C>
Z430 5100 13-0933-PNET Paul Mascarenas PMASCARE Mark Schroeder* MSCHROED
Z431,Z517,Z537,
Z547,Z554 5100 13-0933-PNET Paul Mascarenas PMASCARE Mark Schroeder* MSCHROED
Steven Carl SCARL
Z518,Z548 5100 13-0933-PNET Martin Lunt MLUNT1 Mark Schroeder* MSCHROED
4800 All TBD Bob Delosh RDELOSH Mick Anderson MANDERS5
4914 TBD TBD Bob Brown BBROWN6 TBD TBD
5002 TBD TBD P. Edwards PEDWARD2 TBD TBD
8302 TBD TBD John Shaw JSHAW5 TBD TBD
C075,C081,C138,
C139 TBD TBD TBD TBD TBD TBD
C423 TBD TBD TBD TBD TBD TBD
C425 TBD TBD TBD TBD TBD TBD
C427 TBD TBD TBD TBD TBD TBD
C429 TBD TBD TBD TBD TBD TBD
GERMANY TBD TBD Janet Hall JHALL8 John Kritzma JKRITZMA
<CAPTION>
DEPT HR HR
# NAME PROFS ID ACTIVITY MAILBOX
<S> <C> <C> <C> <C>
Z430 Paulette Moreno PMORENO** VC PNETDEV
Z431,Z517,Z537,
Z547,Z554 Paulette Moreno PMORENO** VC PNETDEV
Z518,Z548 Paulette Moreno PMORENO** VC PNETDEV
4800 Bud Dengel BDENGEL PNETPTO
4914 TBD TBD PNETPTO
5002 TBD TBD PNETPTO
8302 TBD TBD PNETPTO
C075,C081,C138,
C139 Malcom Suber MSUBER PNETACD
C423 Anne Marie DeGrazia ADEGRAZI PNETACD
C425 Anne Marie DeGrazia ADEGRAZI PNETACD
C427 Anne Marie DeGrazia ADEGRAZI PNETACD
C429 Anne Marie DeGrazia ADEGRAZI PNETACD
GERMANY Bud Dengel BDENGEL PNETPTO
</TABLE>
38 OF 38
<PAGE> 58
MASTER VENDOR AGREEMENT
EXHIBIT 1.2.1
MASTER VENDOR ROLES AND RESPONSIBILITIES
<PAGE> 59
MSX INTERNATIONAL (MSXI) / FORD MOTOR COMPANY
MASTER VENDOR RELATIONSHIP ROLES AND RESPONSIBILITIES MATRIX
The following attachment outlines the roles and responsibilities of the current
PeopleNet program administered by Geometric Results Inc. (left column) versus
the roles and responsibilities of the parties under the Master Vendor contract
(right column) between Ford Motor Company and MSX International.
All changes of roles and responsibilities associated with the Master Vendor
contract are denoted with italics.
<PAGE> 60
CURRENT MSXI - MASTER VENDOR
FORD PURCHASING FORD PURCHASING
COMMODITY MANAGEMENT
- - Supplier Performance Assessment
- - Minority Sourcing Commitments
- - New Supplier Capability Assessment
- - Desourcing Strategy
- - Subcontracting Review and Approval
CONTRACT ADMINISTRATION CONTRACT ADMINISTRATION
- - Business Rule Determination - Business Rule Determination
- - (overtime, training, holidays, - (overtime, training, holidays,
shift premia) shift premia)
- - Economics Evaluation & Approval - Economics Approval
- - Target Rate Analysis & Approval - Target Rate Approval
- - Performance Criteria - Performance Criteria
- PeopleNet - Master Vendor
- Suppliers
- - Launch Approval - Launch Approval-Ford Only
- - Launch Algorithm Determination
- - PeopleNet Fee Structure - PeopleNet Fee Structure
- - Data Owner/System Co-Owner - Data Owner Only
- - Payment - Payment
- PeopleNet - Master Vendor
- Suppliers
- - Intelligent Property - Intelligent Property
- - Process Agreement/Change (What & How) - Process Agreement/Change (What Only)
PROCESS DEVIATION APPROVALS
- - Rate
- - Non-preferred Supplier
- - 90 Day Rule Violations
- - Launch Disputes w/Suppliers
- T & C Escalation
- Rate
QUALITY OF SERVICE RESOLUTION QUALITY OF SERVICE RESOLUTION
(All areas) (Master Vendor Issues Only)
GRI/PEOPLENET MSXI (AS COMMODITY MANAGER)
COMMODITY MANAGEMENT
- Supplier Performance Assessment
- Minority Sourcing Commitments
- New Supplier Capability Assessment
- Desourcing Strategy
- Subcontracting Review and Approval
CONTRACT ADMINISTRATION
- Performance Criteria
- Suppliers
- Launch Algorithm Criteria
- Economics Evaluation
- Target Rate Analysis
- System Owner
- Supplier Payment
<PAGE> 61
PROCESS DEVIATION APPROVALS
* Rate
* Non-preferred Supplier
* 90 Day Rule Violations
* Launch Disputes w/Suppliers
* T & C Escalation
* Rate
QUALITY OF SERVICE RESOLUTION
(All Issues Other Than Master Vendor)
COMMUNICATIONS COMMUNICATIONS
* Process Related (online) * Process Related (online)
TRAINING TRAINING
* Design & Maintenance of Process * Design & Maintenance of Process
Materials Materials
SUPPLIER RELATIONS SUPPLIER RELATIONS
* Algorithm Database Administration * Algorithm Database Administration
* Supplier Contract Administration * Supplier Contract Administration
* Town Hall Meeting Facilitation * Town Hall Meeting Facilitation
* Supplier Performance Reporting & * Supplier Performance Reporting &
Analysis Analysis
* Supplier Service Center * Supplier Service Center
* SupplierNet Administration * SupplierNet Administration
REPORTS & DATA ANALYSIS REPORTS & DATA ANALYSIS
* PeopleNet Performance Measurables * PeopleNet Performance Measurables
* Production Report Maintenance & * Production Report Maintenance &
Administration Administration
* Ad Hoc Reports * Ad Hoc Reports
* Amendment Administration * Amendment Administration
* Post Placement Survey Administration * Post Placement Survey Administration
* PeopleNet Online Distribution * PeopleNet Online Distribution
Administration Administration
ACCOUNTING ACCOUNTING
* Purchase Order * Purchase Order
* Verify, Create and Issue * Verify, Create and Issue
Supplier POs Supplier POs
* Amendment Processing * Amendment Processing
* Timesheets * Timesheets
* Scanning, Correcting & Processing* Scanning, Correcting & Processing
* Rejection Reporting * Rejection Reporting
* Suspense Resolution * Suspense Resolution
* Supplier Payment * Supplier Payment
* Ford Billing File * Ford Billing File
LAUNCH LAUNCH
* Initiate contracts * Initiate contracts
* Establish Launch Plan * Establish Launch Plan
* Facilitate Transition Data Gathering * Facilitate Transition Data Gathering
* Train Customers * Train Customers
* Input of Transition Data Into System * Input of Transition Data Into System
* Establish "Business Rules" * Establish "Business Rules"
<PAGE> 62
PRODUCTION SYSTEMS PRODUCTION SYSTEMS
* Maintain Production Systems * Maintain Production Systems
* Facilitate Releases of Systems * Facilitate Releases of Systems
Revisions Revisions
* Ad Hoc Reports * Ad Hoc Reports
OPERATIONS OPERATIONS
* CPO Creation * CPO Creation
* Obtain Approvals * Obtain Approvals
* Broadcast Order To Suppliers * Broadcast Order To Suppliers
* Input Bids * Input Bids
* Screen Resumes * Screen Resumes
* Ineligible For Reassignment * Ineligible For Reassignment
* 90 Day Rule Violations * 90 Day Rule Violations
* Target Bid Rate Compliance * Target Bid Rate Compliance
* Schedule Interviews * Schedule Interviews
* Conduct Interviews * Conduct Interviews
* Candidate Selection * Candidate Selection
* Confirmation of Candidate * Confirmation of Candidate
Availability Availability
* Confidentiality Agreements * Confidentiality Agreements
* Security Checks * Security Checks
* Confirmation of Billing Information * Confirmation of Billing Information
Validity Validity
* Rebroadcast (aged orders) * Rebroadcast (aged orders)
* Facilitate Vacation Replacements * Facilitate Vacation Replacements
* Facilitate Exit/Cancel Paperwork * Facilitate Exit/Cancel Paperwork
(Contractee Performance Data) (Contractee Performance Data)
* Facilitate Backfill Placements * Facilitate Backfill Placements
(Maintain or Lower Billing Rate) (Maintain or Lower Billing Rate)
* Quality of Service Issue Resolution * Quality of Service Issue Resolution
* Customer Complaint Resolution * Customer Complaint Resolution
* Consolidation of Job Codes/Skill Sets * Consolidation of Job Codes/Skill Sets
MSXI (AS CONTRACT LABOR SUPPLIER) & ALL
OTHER CONTRACT LABOR SUPPLIERS
CONTRACT LABOR SUPPLIERS (TIER 2 TO FORD MOTOR COMPANY)
* Recruitment * Recruitment
* Employment Issues (Visas, Payroll) * Employment Issues (Visas, Payroll)
* Customer Contract (Direct Interface * Customer Contract (Direct Interface
Orders) Orders)
* Employee (Contractee) Administration * Employee (Contractee) Administration
* Performance Reviews * Performance Reviews
* Merit Increases * Merit Increases
* Status Visits on-site * Status Visits on-site
* Career Pathing * Career Pathing
* PeopleNet Contract Compliance * PeopleNet Contract Compliance
* Security Checks (Obtain * Security Checks (Obtain
Information) Information)
* Drug Screening * Drug Screening
* Confidentiality Agreement * Confidentiality Agreement
Compliance Compliance
* Travel Authorization * Travel Authorization
* Training Authorization * Training Authorization
/Reimbursement /Reimbursement
* PeopleNet Process * PeopleNet Process
* SupplierNet Reports * SupplierNet Reports
* Online Bids * Online Bids
* Online Resumes * Online Resumes
<PAGE> 63
Master Vendor Agreement
Exhibit 1.2.2
PEOPLENET NORTH AMERICAN FINANCIAL PERFORMANCE
<PAGE> 64
MASTER VENDOR AGREEMENT
EXHIBIT 1.2.2
[ _________ __________ _______
___________
*
]
<PAGE> 65
Master Vendor Agreement
Exhibit 1.3.1
Master Vendor Q1 Metric Statements
<PAGE> 66
QOS METRIC STATEMENT
OPERATING COMMITTEE QOS TEAM
QUANTIFIER: TIMELY PLACEMENT:
MEASURABLE: PLACEMENT TIMING
DEFINITIONS:
This metric measures the average time it takes to place contract personnel in
Southeast Michigan for a given calendar month as well as over time, in each of
the following categories: Systems, Technical, Clerical, Professional.
Average = Sum of all Placement Timing NP + SR + TR + BFO
--------------------------- --------------------------
Total Number of Placements Total Number of Placements
NP = New Placement (NP) - New Order
SR = Supplier Replacement (SR) - Different Supplier, same order
TR = Transition (TR) - Backfill of a transition order, incumbent supplier
UPG = Upgrade (UPG) - Change in classification and Ref. Sig.
BFO = Backfill - Same Supplier, same order
Goal lines are established by calculating 85% of the previous 12 months data
(7/1 - 6/30), per category.
SOURCE OF DATA:
PeopleWorx database.
EXCLUSIONS:
Upgrades, and all professional placements made within the CSC (FCSD) or
clerical placements within OGC. Due to Excel limitations, timing is based on a
360 day calendar.
BENEFITS:
Reports placement trends over a period of time.
Metric Reviewed by:
Ford Purchasing
PeopleNet OCM QOS
All Customers via Executive Summary
Denise Murray
<PAGE> 67
QOS METRIC STATEMENT
Operating Committee QOS Team
Quantifier: Customer Satisfaction
Measurable: Post Placement Survey Results
DEFINITIONS:
The Percentage of customers who are either dissatisfied or very dissatisfied
with PeopleNet.
SOURCE OF DATA:
Post Placement Survey, completed by end users seven days after the start of a
contractee.
EXCLUSIONS:
None
BENEFITS:
Shows the current satisfaction with the PeopleNet process, and allows PeopleNet
to address customer concerns in a timely manner.
METRIC REVIEWED BY:
Ford Purchasing (FM&SP)
PeopleNet OCM QOS
All Customers via Executive Summary
<PAGE> 68
Master Vendor Agreement
Exhibit 1.4
STATUS OF MINORITY SOURCING FROM DECEMBER 23, 1996 TO JULY 6, 1997
<PAGE> 69
PEOPLE NET MINORITY SPENDING REPORT
As of:
JUL - 1997 Current quarter: 3rd
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Vendor Code Month to Date Quarter to date Year to Date
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Engineering Technologies Associates A1PBD $ 338,351.24 $ 338,351.24 $ 2,470,899.75
Comprehensive Data Processing, Inc A6WYC $ 288,343.92 $ 288,343.92 $ 2,181,234.91
Autoflex Inc. BY21C $ 206,564.51 $ 206,564.51 $ 1,349,553.62
Engineering Global Solutions d/b/a EGS, Inc. C41DA $ 182,113.40 $ 182,113.40 $ 1,509,814.37
The Bartech Group D9UGF $1,377,126.24 $1,377,126.24 $ 9,177,653.71
Engineering Analysis Services Inc. (EASI) E148C $ 297,192.36 $ 297,192.36 $ 2,371,189.83
Optimal CAE, Inc. E4P9B $ 209,389.83 $ 209,389.83 $ 1,418,625.02
McKenna Industries, Inc. F8AGB $ 0.00 $ 0.00 $ 0.00
Gonzalez Design Engineering G252C $ 296,353.20 $ 296,353.20 $ 1,917,919.34
ASG Renaissance G9A8C $ 746,443.85 $ 746,443.85 $ 5,466,784.04
Acro Service Corporation H0GRB $ 536,387.27 $ 536,387.27 $ 3,811,774.48
Integrated Management Systems, Inc. H7NJC $ 0.00 $ 0.00 $ 9,663.75
Syntel, Inc. J1FZA $ 609,489.42 $ 609,489.42 $ 4,740,200.06
Complete Business Solutions, Inc. J4PAC $ 0.00 $ 0.00 $ 61,092.82
Lexel Engineering M8PBB $ 0.00 $ 0.00 $ 0.00
CAE Technology, Inc. M9NJA $ 349,778.51 $ 349,778.51 $ 2,614,616.33
Azia Systems, Inc. Q06XA $ 0.00 $ 0.00 $ 0.00
Arbor Intelligent Systems, Inc. Q4YMA $ 0.00 $ 0.00 $ 552.00
NETSyS Technology Group, Inc. Q5H4A $ 3,148.00 $ 3,148.00 $ 3,148.00
Inc. R2AHA $ 0.00 $ 0.00 $ 0.00
Star, Inc. R8JWA $ 0.00 $ 0.00 $ 2,806,00
MLLS, International X171C $ 867,302.06 $ 867,302.06 $ 6,099,474.31
- ----------------------------------------------------------------------------------------------------------
TOTALS $6,307,955.81 $6,307,955.81 $45,207,001.34
- ----------------------------------------------------------------------------------------------------------
YTD Ford Total Expenditure YTD Minority Expenditure % of Total
$195,343,737.01 23%
</TABLE>
<PAGE> 70
Master Vendor Agreement
Exhibit 3.1.3
<PAGE> 71
Exhibit 3.1.3
Bill Rates For New Arrangements
[
*
]
<PAGE> 72
Master Vendor Agreement
Exhibit 3.5.7
MSX INTERNATIONAL PERFORMANCE STANDARDS
<PAGE> 73
MASTER VENDOR AGREEMENT
Exhibit 3.5.7
This exhibit presents standards for MSX International's performance to support
Ford's utilization of MSX International's First Tier Services. The standards
established by this exhibit shall be effective from the Effective Date to
December 31, 1999.
ORGANIZATION
The attached organization chart indicates existing staff, new staff and
projected staff to support recruiting requirements.
1. Effective Date to 12/31/97 -
MSXI has budgeted over $1.0 million to support the organization
responsible for providing First Tier Services in 1997. As indicated in
the attached chart, this includes both existing staff and new hires.
Items included in the budget are:
Recruiting - salaries, commissions, and benefit
Job fairs and advertising
Facilities cost, is equipment and miscellaneous Communications
Division and corporate administrative expense including interest
2. 1998-
MSXI has budgeted over $3.0 million to support the organization's
efforts in 1998. This includes new hires in 1998.
3. 1999-
MSX International will continue to maintain staffing and support
resources at 1998 levels, subject to adjustments based on business
conditions and customer demands.
<PAGE> 74
RESPONSE RATE ON RESUME SUBMISSIONS
MSXI will equal or exceed the Response Rate appearing below on prospective
resume submissions during each of the specified periods:
Period Response Rate
------ -------------
Effective Date through December 31, 1997 34%
January 1, 1998 to December 31, 1998 34%
January 1, 1999 to December 31, 1999 34%
MSXI's performance on the Response Rate metric for individual periods is
calculated after the end of the period. For the purpose of calculating MSXI's
performance, Response Rate (expressed as a percentage) is defined as:
For those New Opportunity Position Broadcasts that result in a
successful placement during the period:
1. the aggregate number of resumes bid by MSXI, divided by
2. the aggregate number of New Opportunity Position Broadcasts to
all vendors.
For the period from the effective date through December 31, 1997, New
Opportunity Position Broadcasts only include position broadcasts for the
following PeopleNet skill commodities: Engineering and Information Systems. For
the remaining periods, New Opportunity Position Broadcasts comprise all skill
commodities.
New Opportunity Position Broadcasts expressly exclude "upgrades", "specifieds",
and "incumbent backfill" opportunities, as those terms are presently used by
PeopleNet.
MSXI's failure to achieve the Response Rate metric in any period shall only
mitigate Ford's obligations under Article 3.5 of the Master Vendor Agreement
with respect to such period.
<PAGE> 75
MSX FORD RECRUITING GROUP
1997/1998
<TABLE>
<S><C>
Derek Grills
Vice President
In-Client Services
|
Kathy Mooradian*
Group Manager
|
Suzanne Hicks* |
Project Manager ----------|
| Administrative Assistant
------------ TBD**
Christy PROFESSIONAL CLERICAL CAE TECHNICAL SYSTEMS
Gough** Sherry Schneider* Sherry Schneider Kathy Mooradian, Kathy Mooradian Ann Tambornini*
Core Supervision/ Supervision/ Jeff Stoker, & Jeff Stoker96 Supervision/
Systems Leader Leader Supervision/ Supervision/ Leader
Support Leader J. Leader
Krissy McCall Chudnof Brian Deasley
Floater Floater Floater
Josie Huber* K. McCall*-Recr. P. Ponte*- J. Chudnof*- Brian Deasley*- Nancy Bevak*-
Trainer Recruiter CAE Recruiter Recruiter
\ TBD** Recruiter \ Elleen Donahue*- Chris Nichol*-
Sr. Research \ TBD96 Prospector \ Recruiter D. Weams Recruiter
Assistant \ / \ Nancy Jorrison*- Floater J. Nowatzke*-
TBD96 \ / \ Recruiter Recruiter
\ / \ Mark Nastenak*- D. Weams*-
\ / \ Recruiter Recruiter
\ / \ Chris Verzi*- TBD**-Recruiter
\ / \ Recruiter TBD**-Recruiter
\ / \ TBD**-Recruiter Amy Cotter96-
\ / \ TBD96-Recruiter Prospector
\ / \ TBD96-Prospector |
\ / \ TBD96-Prospector |
\ / \ / |
TBD Dave Schultz / Jack Van Tiem
* In Place Branch Manager Group Manager / Group Manager
** Hire in 90 Days
96 Hire in 1996 TBD** Administrative TBD** Administrative TBD** Account Maintenance
TBD** Account Maintenance TBD** Account Maintenance TBD96 Account Maintenance
TBD96 Account Maintenance TBD96 Account Maintenance
| | | | | |
Corp HR Corp Finance Recruiting Corp Quality Corp IS Support Facilities
</TABLE>
<PAGE> 76
Master Vendor Agreement
Exhibit 3.7
"NON-FORD EARN-OUT"
<PAGE> 77
"Non-FORD Earn-Out"
Purpose:
Pursuant to Section 3.7 of the Master Vendor Agreement, this exhibit provides
the formula, definitions, and representative examples of the calculations to be
used to determine the amount, if any, due to FORD from MSXI.
Definitions:
1. [
*
]Page 1
<PAGE> 78
[
- -
- -
- -
- -
*
- -
- -
- -
2.
]
Page 2
<PAGE> 79
3. [
4.
*
5.
]
Page 3
<PAGE> 80
6. [
*
]
Page 4
<PAGE> 81
MSX INTERNATIONAL
Income Statement-By Division
[
*
]
<PAGE> 82
Attachment B
PEOPLENET PROCESS
STEP 1
1 Customer Initiates Contract Personnel
Order (CPO) via PeopleNet Online form,
CUSTOMER Profs templates are replaced. Various
INITIATES up-front edits (dept/ops/AIS) and other
CPO data fields (level of service, etc) are
required.
STEP 2
CUSTOMER PeopleNet Online automatically forwards
APPROVES CPO CPO to appropriate Customer Finance and
Human Resource Approvers. Data from order
form is automatically fed into
PeopleWorx.
STEP 3
3 Open Position Notification (OPN)
broadcasts to Suppliers once all
conditions for broadcast have been
PEOPLENET met. Algorithm is automatically selected
BROADCASTS OPEN based on classification selected by
POSITION TO SUPPLIERS Customer Requisitioner and location.
Broadcasts will be via SupplierNet;
Non-SupplierNet Suppliers will receive
OPN via fax. LANFAX is eliminated.
4 STEP 4
SUPPLIERS SUBMIT Bids and resumes are submitted via
BIDS AND Supplier Net. Non-Supplier Net Suppliers
RESUMES will submit via fax to PeopleNet. Valid
Social Security # of candidate is
eventually needed. May need to assign a
person to follow through and d/e.
STEP 5
Depending on the level of service
provided, Staffing Specialists or CSR's
5 may assist the Customer in qualifying and
CUSTOMER AND selecting a candidate. Suppliers update
PEOPLENET QUALIFY status of candidates (withdrawls) via
AND SELECT CANDIDATE SupplierNet. Via SupplierNet, Suppliers
are prompted for contract personnel
agreements and security check forms to be
faxed to PeopleNet once candidate is
selected. All conditions must be met
before placement.
A
<PAGE> 83
A
STEP 6
6 When all documents are in, position
automatically becomes Purchase Order
PEOPLENET Intiated (POIN). Contract Personnel
INITIATES CPO Agreement hard copy of bid (if
non-SupplierNet), and/or 90-Day rule
waiver (if required) provided to
Accounting. All Customer approval
information and CPO information maintained
online for life of PO. Allowing an
electronic signature on PO could
eliminate 1) mailer, 2) creater.
7 STEP 7
The contractee starts work at
CONTRACTEE STARTS the site and submits a
AT CUSTOMER SITE PeopleNet time sheet to the
Customer for signature.
8 STEP 8
Time sheets are signed and
CUSTOMER submitted to PeopleNet via
SUPERVISOR SIGNS interoffice mail.
TIME SHEET
9 10 STEPS 9 - 10
PeopleNet pays
PEOPLENET CUSTOMER PAYS Suppliers and invoices
PAYS SUPPLIERS PEOPLENET Customer according to billable hours
recorded on time sheets; Customer pays
PeopleNet.
B
<PAGE> 84
B
STEP 11
11 Reports are available to authorized
Customer users via PeopleNet Online.
REPORTS Either develop a standard selection of
reports and charge for ad-hocs, or
provide a report writer and have the
customer create their own. Cost savings
in paper, travel, supplies.
STEP 12
Amendments to Purchase Orders are
12 submitted via Peoplenet Online and are
automatically routed for the appropriate
AMENDMENTS Customer approvals. Suppliers have the
ability to submit exits via Suppliernet.
Feeds directly to POWorx. Once fully
automated, reduces staff by 3-5 people.
13
BACKFILL YES GOTO
REQUESTS STEP 3
NO
STEP 13
Customer completes PeopleNet Online
template which automatically completes
with current PO information and original
CPO job description for review. Once
completed the Backfill Notification will
END automatically broadcast to the
appropriate suppliers.
<PAGE> 85
Master Vendor Agreement
Exhibit 8.1
-----------
REPORT FORMAT AND CONTENT FOR INFORMATION AND DATA SUPPLIED TO FORD
Following is a list of standard reports, followed by samples for each report
generated by the criteria established for each report.
<PAGE> 86
REPORTS LIST
STANDARD CUSTOMER REPORTS:
- --------------------------
1. Monthly Charge Report (MCR)
2. Department Charge Report (Monthly DCR)
3. Estimated Expenditure Control Report (EECR)
4. Active PO Roster (APOR)
5. Active PO Roster Addendum (APOR+)
6. Department Charge Report by Cycle (DCR)
STANDARD PURCHASING REPORTS:
- ----------------------------
1. PeopleNet Minority Spending Report
2. Dollar Volume Report by Commodity by Supplier
3. Dollar Volume Report by Supplier
4. Supplier Dollar Volume Metrics Report and Data sheet (Quarterly)
5. Supplier Dollar Volume Metrics Report (by current month)
6. Placement Timing for Algorithm Positions (Calendar Days)
7. Executive Summary
8. New Positions Placed Metric
<PAGE> 87
STANDARD CUSTOMER REPORTS:
- --------------------------
1. Monthly Charge Report (MCR)
2. Department Charge Report (Monthly DCR)
3. Estimated Expenditure Control Report (EECR)
4. Active PO Roster (APOR)
5. Active PO Roster Addendum (APOR+)
6. Department Charge Report by Cycle (DCR)
<PAGE> 88
<TABLE>
<CAPTION>
DATE RUN: 7/2 PEOPLENET MONTHLY CHARGE REPORT ---PEOPLENET----
REPORT CRITERIA: ALL MONTHLY AND YEAR-TO-DATE BILLING PERIOD: 5/12/97 THRU 6/8/97 A DIVISION OF GEOMETRIC RESULTS INC.
CHARGES FOR EACH SUPERVISOR BY
DEPT/OPSLOC AND SUPPLIER.
CURRENT PERIOD INCLUDES CYCLES
9711 THRU 9712
***CONFIDENTIAL***
BILLING DEPT: A03
OPSLOC: 5001 DOLLARS BILLED
HOURS WORKED TO FORD
---------------------------------------------- --------------
<S> <C> <C> <C>
SUPERVISOR SUPPLIER LATEST
REF CURRENT PERIOD YEAR-TO-DATE T/S
CONTRACTEE GRD TITLE CPO# FROM TO S.T. O.T./P.R* S.T. O.T./P.R* END DATE AIS ACCT.
ATKINSON DENNIS THE BARTECH GROUP
CORNETT 8 COST ANALYST 00-24976 4/22/97 12/31/97 144.00 0.00 248.00 0.00 6/22/97 25A-2744-PNET
-------------------------------------
SUBTOTAL FOR SUPERVISOR: ATKINSON DENNIS 144.00 0.00 248.00 0.00
GLOTZHOBER DENNIS THE BARTECH GROUP
ALVAROE 7 ACCOUNTANT 00-22080 8/19/96 11/24/96 0.00 0.00 144.00 0.00 11/24/96 25A-2744-PNET
-------------------------------------
SUBTOTAL FOR SUPERVISOR: GLOTZHOBER DENNIS 0.00 0.00 144.00 0.00
LEIB ART NORRELL SERVICES, INC.
DOCHERTY 5 DATA CONTROL COORD 00-19114 1/15/96 12/31/97 151.00 0.00 847.00 46.00 7/6/97 1-0970-PNET
-------------------------------------
SUBTOTAL FOR SUPERVISOR: LEIB ART 151.00 0.00 847.00 46.00
-------------------------------------
TOTAL FOR DEPT: A03 OPNSLOC: 5001 295.00 0.00 1,239.00 46.00
<CAPTION>
DOLLARS BILLED TO FORD
--------------------------------------------------------------
<S> <C> <C> <C> <C>
SUPERVISOR
REF SUPPLIER HOURLY RATE HOURS HOURS EXPENSES EXPENSES
CONTRACTEE GRD TITLE CPO# FROM TO S.T. O.T. BILLED M-T-D BILLED Y-T-D M-T-D Y-T-D
ATKINSON DENNIS THE BARTECH GROUP
CORNETT 8 COST ANALYST 00-24976 4/22/97 12/31/97 $37.26 $37.26 $5,365 $9,240 $0 $0
-------------------------------------------
SUBTOTAL FOR SUPERVISOR: ATKINSON DENNIS $5.365 $9,240 $0 $0
GLOTZHOBER DENNIS THE BARTECH GROUP
ALVAROE 7 ACCOUNTANT 00-22080 8/19/96 11/24/96 $36.50 $36.50 $0 $5,256 $0 $0
-------------------------------------------
SUBTOTAL FOR SUPERVISOR: GLOTZHOBER DENNIS
$0 $ 5,256 $0 $0
LEIB ART NORRELL SERVICES, INC.
DOCHERTY 5 DATA CONTROL COORD 00-19114 1/15/96 12/31/97 $24.02 $29.82 $3,627 $21,797 $0 $0
-------------------------------------------
SUBTOTAL FOR SUPERVISOR: LEIB ART $3,627 $21,797 $0 $0
-------------------------------------------
TOTAL FOR DEPT: A03 OPNSLOO: 5001 $8,992 $36,293 $0 $0
</TABLE>
* "O.T./P.R" =(O)VER (T)IME AND (PR)EMIUM HOURS COMBINED
** "LATEST T/S END DATE" = LATEST TIMESHEET ENDING DATE RECEIVED FOR THE
CONTRACTS
Page 1 OF 2
<PAGE> 89
<TABLE>
<CAPTION>
CRITERIA: DEPARTMENT CHARGE INFORMATION DEPARTMENT CHARGE REPORT --- PEOPLENET---
BASED ON TIMESHEETS RECEIVED IN BILLING PERIOD 5/12/97 TO 6/8/97 A DIVISION OF GEOMETRIC RESULTS INC.
CYCLES 9711 THROUGH 9712 ***CONFIDENTIAL***
DATE RUN: 7/22/97 2:29 PM
- ----------------------------------------------------------------------------------------------------------------------------------
OPNS LOCATION: 5001
DEPARTMENT: A03
CYCLE: 9711
NAME CPO WEEK ENDING REG. HOURS OT. HOURS PR. HOURS RATE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA 00-19114 5/18/97 40.00 0.00 O.00 $24.02
DOCHERTY, BRENDA 00-19114 5/25/97 40.00 0.00 0.00 $24.02
CORNETT, H. THOMAS 00-24976 5/18/97 40.00 0.00 0.00 $37.26
CORNETT, H. THOMAS 00-24976 5/25/97 40.00 0.00 0.00 $37.26
- ---------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 SUBTOTALS FOR DEPT: A03 160.00 0.00 0.00
<CAPTION>
NAME GEN. LEDG. SUB LEDG. SUB DIV. MISC. REF. EXPENSES BILLED TO FORD
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA 13 0970 PNET $0.00 $960.80
DOCHERTY, BRENDA 13 0970 PNET $0.00 $960.80
CORNETT, H. THOMAS 25A 2744 PNET CIRS $0.00 $1.490.40
CORNETT, H. THOMAS 25A 2744 PNET CIRS $0.00 $1,490.40
- ---------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 SUBTOTALS FOR DEPT: A03 $0.00 $4,902.40
</TABLE>
Page 1 of 3
<PAGE> 90
<TABLE>
<CAPTION>
CRITERIA: DEPARTMENT CHARGE INFORMATION BASED ON DEPARTMENT CHARGE REPORT
TIMESHEETS RECEIVED IN CYCLES 9711 THROUGH BILLING PERIOD 5/12/97 TO 6/8/97 --- PEOPLENET---
9712 ***CONFIDENTIAL*** A DIVISION OF GEOMETRIC RESULTS INC.
DATE RUN: 7/22/97 2:29 PM
- -------------------------------------------------------------------------------------------------------------------------------
OPNS LOCATION: 5001
DEPARTMENT: A03
CYCLE: 9712
NAME CPO WEEK ENDING REG. HOURS OT. HOURS PR. HOURS RATE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA 00-19114 6/1/97 32.00 0.00 0.00 $24.02
DOCHERTY, BRENDA 00-19114 6/8/97 39.00 0.00 0.00 $24.02
CORNETT, H. THOMAS 00-24976 6/1/97 32.00 0.00 0.00 $37.26
CORNETT, H. THOMAS 00-24976 6/8/97 32.00 0.00 O.00 $37.26
- -------------------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 SUBTOTALS FOR DEPT: A08 135.00 0.00 $0.00
- -------------------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 TOTALS FOR DEPT: 295.00 0.00 0.00
<CAPTION>
NAME GEN. LEDG. SUB. LEDG. SUB. DIV. MISC. REF. EXPENSES BILLED TO FORD
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA 13 0970 PNET $0.00 $768.64
DOCHERTY, BRENDA 13 0970 PNET $0.00 $936.78
CORNETT, H. THOMAS 25A 2744 PNET CIRS $0.00 $1,192.32
CORNETT, H. THOMAS 25A 2744 PNET CIRS $0.00 $1,192.32
- -------------------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 SUBTOTALS FOR DEPT: A03 $0.00 $4,090.06
- -------------------------------------------------------------------------------------------------------------------------------
OPNS LOC: 5001 TOTALS FOR DEPT: A03 $0.00 $8,992.46
</TABLE>
Page 2 of 3
<PAGE> 91
1997 ANNUAL ESTIMATED EXPENDITURE CONTROL REPORT
******* CONFIDENTIAL *******
---PEOPLENET---
A DIVISION OF GEOMETRIC RESULTS INC.
<TABLE>
<S> <C>
RUN DATE: JUNE 19, 1997 ASSUMPTIONS: PAYMENTS MADE REFLECTS ANY EXPENDITURES FOR TIMESHEETS PAID INCLUDING EXPENSES)
WITHIN THE BUDGET YEAR. SUSPENSE EXPENDITURES ARE BASED ON ACTUAL HOURS AND
EXPENSES SUBMITTED, BUT PO IS NOT VALID TO ISSUE PAYMENT.
NOVEMBER 23, 1996, CYCLE 9701 THROUGH RESERVED (ESTIMATED LIABILITY) EXPENDITURES ARE BASED ON 43 STRAIGHT TIME HOURS
PER WEEK (REJECTED OR MISSING) UPTO THE CURRENT BILLING MONTH FOR THE CURRENT
YEAR.
JUNE 08, 1997, CYCLE 9712 YTD ESTIMATED EXPENDITURES IS THE SUM OF PAYMENTS MADE, SUSPENSE AND RESERVED
(ESTIMATED LIABILITY).
OPS. LOC. 5001 DEPT. A03 ANNUAL ESTIMATED PO COST IS CALCULATED BY ADDING THE YTD ESTIMATED EXPENDITURES,
PLUS 43 STRAIGHT TIME HOURS/WEEK FOR THE DURATION OF THE PO DURING THE
CALENDAR YEAR.
</TABLE>
<TABLE>
<CAPTION>
HOURS COMMITTED
-------------------------------------------------------------------
RESERVED YTD ANNUAL
CONTRACTEE PO AIS PO HOURS (ESTIMATED ESTIMATED ESTIMATED
NAME NUMBER CODE START END PAID SUSPENSE LIABILITY) HOURS HOURS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CORNETT H, THOMAS 00-24976 25A-2744-PNET 4/22/97 12/31/97 248 0 0 248 1,513
DOCHERTY, BRENDA 00-19114 13-0970-PNET 1/15/96 12/31/97 893 0 0 893 2,158
ACTIVE POs SUBTOTAL 1,141 0 0 1,141 3,672
ALVAROE, JAMES 00-22080 25A-2744-PNET 8/19/96 11/24/96 144 0 0 144 144
INACTIVE/AMENDED POs SUBTOTAL 144 0 0 144 144
OPS. LOC. 5001, DEPT. A03 TOTALS 1,285 0 0 1,285 3,816
<CAPTION>
DOLLARS COMMITTED
--------------------------------------------------------------------
RESERVED YTD ANNUAL
CONTRACTEE PO AIS PO PAYMENTS ESTIMATED ESTIMATED ESTIMATED
NAME NUMBER CODE START END MADE SUSPENSE LIABILITY) EXPENDITURES PO COST
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CORNETT, H. THOMAS 00-24976 25A-2744-PNET 4/22/97 12/31/97 9,240 0 0 9,240 56,390
DOCHERTY, BRENDA 00-19114 13-0970-PNET 1/15/96 12/31/97 21,797 0 0 21,797 52,193
ACTIVE POs SUBTOTAL 31,037 0 0 31,037 108,583
ALVAROE, JAMES 00-22080 25A-2744-PNET 8/19/96 11/24/96 5,256 0 0 5,256 5,256
INACTIVE/AMENDED POs SUBTOTAL 5,256 0 0 5,256 5,256
OPS. LOC. 5001, DEPT. A03 TOTALS 36,293 0 0 36,293 113,839
</TABLE>
<PAGE> 92
<TABLE>
<CAPTION>
DATE RUN: /9714:31:46
ACTIVE PURCHASE ORDER ROSTER ---PEOPLENET---
REPORT CRITERIA: ALL "ACTIVE PO'S, *** CONFIDENTIAL *** A DIVISION OF GEOMETRIC RESULTS INC.
SORTED BY OPS LOC/DEPT AND SUPERVISOR
AS OF: 6/30197
OPNSLOC : 5001 DEPT : A03
CONTRACTEE NAME REF TITLE SUPERVISOR AIS MISC REQ # START END
GRADE CODE REF DATE DATE
DATE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>> <C> <C>
ALVAROE JAMES 8 Cost Analyst Atkinson Den 25A-2744-PNET CIRS 00-24977 5/19/97 12/31/97
CORNETT H. THOM 8 Cost Analyst Atkinson Den 25A-2744-PNET CIRS 00-24976 4/22/97 12/31/97
DOCHERTY BRENDA 5 Data Control Co Leib Art 13-0970-PNET 00-19114 1/15/96 l2/31/97
<CAPTION>
CONTRACTEE NAME PEOPLENET SUPPLIER RATE OT
RATE
- ------------------------------------------------------------------------
<S> <C>> <C> c
ALVAROE JAMES Manpower Temporary Services (Auto $35.76 $35.76
CORNETT H. THOM The Bartech Group $37.26 $37.26
DOCHERTY BRENDA Norrell Services, Inc. $24.02 $29.82
TOTAL # CONTRACTEES: 3
--------------------------------- -------------------- ----------------------- PAGE 1 OF 1
SIGNATURE PROFS ID DATE
</TABLE>
<PAGE> 93
<TABLE>
<CAPTION>
<S><C>
CRITERIA: ALL ??? IS IN FILLED OR POIN STATUS, ---PEOPLENET---
SORT ???OPS LOC/DEPT CODE ACTIVE PURCHASE ORDER ROSTER ADDENDUM
COMBINATION. A DIVISION OF GEOMETRIC RESULTS
DATE RUN: 7/22/97 14:36:37 *** CONFIDENTIAL***
As Of: 6/30/97
REF OPS BILL
CANDIDATE NAME GRADE TITLE SUPERVISOR NAME LOC DEPT AIS CODE MISC REF POS NUM
SAUNDRA BRUCE 4 COR I, II, III, IV/CAC, BROWNELL, BRAD 2460 504 25A 2200 136 19730
LISA FRENCH 4 COR I, II, III, IV/CAC, BROWNELL, BRAD 2460 504 25A 2200 136 19753
JUNE GREEN 4 COR I, II, III, IV/CAC, BROWNELL, BRAD 2460 504 25A 2200 136 19740
LINDA HALL 4 COR I, II, III, IV/CAC, BROWNELL, BRAD 2460 504 25A 2200 136 19723
JOY TABRON 4 COR I, II, III, IV/CAC, BROWNELL, BRAD 2460 504 25A 2200 136 19728
ESTIMATED POS
START END STRAIGHT CONTRACTEE STATUS
CANDIDATE NAME DATE DATE SUPPLIER TIME COST
SAUNDRA BRUCE 6/2/97 12/31/97 KELLY SERVICES INC. $17.06 $20,764.46 POIN
LISA FRENCH 6/2/97 12/31/97 KELLY SERVICES INC. $17.06 $20,764.46 POIN
JUNE GREEN 6/2/97 12/31/97 KELLY SERVICES INC. $17.06 $20,764.46 POIN
LINDA HALL 6/2/97 12/31/97 KELLY SERVICES INC. $17.06 $20,764.46 POIN
JOY TABRON 6/2/97 12/31/97 KELLY SERVICES INC. $17.06 $20,764.46 POIN
</TABLE>
PAGE 4 OF 9
<PAGE> 94
SUPPLIER'S
BEST PRACTICES APPENDIX
CONTRACT PERSONNEL AGREEMENT
The below-named Supplier is in the business of providing Supplier
employees and/or third party personnel under contract with Supplier to perform
work assignments for Ford Motor Company or Ford Motor Company subsidiaries
(hereinafter collectively referred to as "Ford") for designated periods of
time. (For purposes of this Agreement the undersigned Supplier employee or
third party contracted with Supplier is hereinafter referred to as
"Contractee").
Contractee understands and agrees that the execution of this Agreement
is one of the conditions for Contractee being provided by Supplier to perform
or continuing to perform work as assigned by Ford. For consideration as agreed
to separately between Supplier and contractee and, with respect to any past,
present or future work assignment at Ford, Contractee agrees to the following
terms for the express benefit of Ford as a beneficiary of this Agreement.
The relationship of Contractee to Ford hereunder shall be that of an
independent contractor and not that of employee or agent. Contractee shall not
represent himself/herself as having any relationship with Ford other than that
of an independent contractor. Contractee understands there is no guarantee of
being assigned or continuing to be assigned to a work assignment at Ford.
All information and data acquired from Ford or developed or acquired
for Ford shall be confidential and proprietary to Ford. Such information and
data shall be used by Contractee only in performing services for Ford, and
shall not be disclosed or caused to be disclosed by Contractee to any third
party without written authorization from Ford or unless such information and
data is publicly available through no fault of Contractee.
All information and data developed or acquired in performing services
for Ford by Contractee shall belong to Ford, without further consideration, and
shall be delivered to Ford upon completion of such services or earlier if
requested. Ford shall be free to use and disclose to others such information
and data delivered hereunder.
Any work of authorship created by Contractee in performing services for
Ford shall be considered to be a specially ordered or commissioned "work made
for hire" for Ford and all copyrights for such work of authorship shall belong
to Ford. In the event any portion of such work of authorship does not qualify
as "work made for hire." Contractee hereby agrees to acquire, all right, title
and interest to such copyrights for such portion and assign to Ford all
acquired right, title and interest to such copyrights and, when requested by
Ford, shall execute all documents and papers confirming this assignment
without further consideration from Ford. All such works of authorship shall
bear a valid copyright notice designating Ford as the copyright owner.
Contractee hereby grants to Ford a permanent, non-exclusive, paid-up
worldwide license, under each copyright Contractee owns or controls or has the
right to license in each work of authorship fixed in any tangible medium of
expression furnished to Ford. This license includes the rights to use the
work, reproduce the work in quantities, prepare derivative works, distribute
copies of the work to the public, and perform and display the work publicly.
Contractee hereby assigns to Ford all worldwide rights in every
invention, discovery and improvement made, conceived, or reduced to practice
Contractee in performing services for Ford, without further consideration, and
each shall be reported to Ford promptly. Upon request by Ford, all documents
and papers shall be executed, and all reasonable assistance shall be furnished
(1) to establish in Ford title to such inventions, discoveries and improvements
and (2) to enable Ford to apply for United States and foreign patents thereon.
Contractee hereby agrees and warrants that any deliverable or service
delivered to Ford and Ford's use of such deliverable or service will neither
infringe any copyrights, nor knowingly infringe any other intellectual property
rights of any entry. Contractee agrees not to assert any intellectual property
right now or hereafter owned by Contractee against Ford would be infringed by
the manufacture sale or use of any deliverable or product incorporating a
deliverable.
The intellectual property rights which are the subject of the licenses
and covenant not to sue granted herein shall survive termination or expiration
of this Agreement, shall remain in effect for the life of each respectively
corresponding property rights and shall survive any assignment of such rights
to any third party. The obligations and warranties provided by Contractee in
this Agreement shall survive termination or expiration of any work assignment
at Ford and this Agreement.
This agreement is effective upon the date services are first performed
for Ford by Contractee and it shall be construed and enforced in accordance
with the laws of the State of Michigan.
___________________________________ _____________________________________
Contractee Name (Please Print) Contractee Social Security Number
___________________________________ _____________________________________
Contractee Signature Date
___________________________________
Supplier's Name
___________________________________ _____________________________________
Order/Position Number Start Date
___________________________________
Staffing Specialist (if known)
8/96 RELEASE #2B PAGE 138
PEOPLENET CUSTOMER SERVICE 810/304-7700
U.S. PROCESS ONLY
<PAGE> 95
<TABLE>
<CAPTION>
Criteria: Department Charge Information based on
timesheets received in cycle# 9711 Dartment Charge Report
Date Run: 7/22/97 1:52 pm ***CONFIDENTIAL***
------PEOPLENET------
A Division of Geometric Results Inc.
OPNS Location: 5001
Department: A03
Name CPO Week Ending Reg. Hours OT. Hours Pr. Hours
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA 00-19114 5/18/97 40.00 0.00 0.00
DOCHERTY, BRENDA 00-19114 5/25/97 40.00 0.00 0.00
CORNETT, H. THOMAS 00-24976 5/18/97 40.00 0.00 0.00
CORNETT, H. THOMAS 00-24976 5/25/97 40.00 0.00 O.00
- ------------------------------------------------------------------------------------------------------------
OPNS Loc: 5001 Totals for Dept: A03 160.00 0.00 0.00
Name Rate Gen. Ledg. Sub Ledg. Sub Div. Misc. Ref. Expenses Billed To Ford
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DOCHERTY, BRENDA $24.02 13 0970 PNET $0.00 $960.80
DOCHERTY, BRENDA $24.02 13 0970 PNET $0.00 $960.80
CORNETT, H. THOMAS $37.26 25A 2744 PNET CIRS $0.00 $1,490.40
CORNETT, H. THOMAS $37.26 25A 2744 PNET CIRS $0.00 $1,490.40
- ------------------------------------------------------------------------------------------------------------
$0.00 $4,902.40
</TABLE>
Page 1 of 1
<PAGE> 96
STANDARD PURCHASING REPORTS:
- ---------------------------
1. PeopleNet Minority Spending Report
2. Dollar Volume Report by Commodity by Supplier
3. Dollar Volume Report by Supplier
4. Supplier Dollar Volume Metrics Report and Data sheet (Quarterly)
5. Supplier Dollar Volume Metrics Report (by current month)
6. Placement Timing for Algorithm Positions (Calendar Days)
7. Executive Summary
8. New Positions Placed Metric
<PAGE> 97
PEOPLE NET MINORITY SPENDING REPORT
As of: 7/22/97
JUL - 1997 Current quarter: 3rd
<TABLE>
<CAPTION>
Vendor Code Month to date Quarter to date Year to Date
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Engineering Technologies Associates A1PBD $336,351.24 $336,361.24 $2,470,899.75
Comprehensive Data Processing, Inc. A6WYC $288,343.92 $288,343.92 $2,181,234.91
Autoflex Inc. BY21C $206,564.51 $206,564.51 $1,349,553.62
Engineering Global Solutions d/b/a EGS, Inc. C41DA $182,113.40 $182,113.40 $1,509,814.37
The Bartech Group D9UGF $1,377,126.24 $1,377,126.24 $9,177,653.71
Engineering Analysis Services Inc.(EASI) E148C $297,192.36 $297,192.36 $2,371,189.83
Optimal CAE, Inc E4P9B $209,389.83 $209,389.83 $1,418,625.02
McKenna Industries, Inc. F8AGB $0.00 $0.00 $0.00
Gonzalez Design Engineering G252C $296,353.20 $296,353.20 $1,917,919.34
ASG Renaissance G9A6C $746,443.85 $746,443.85 $5,466,784.04
Acro Service Corporation HOGRB $536,387.27 $536,387.27 $3,811,744.48
Integrated Management Systems, Inc. H7NJC $0.00 $0.00 $9,663.75
Syntel, Inc. J1FZA $609,489.42 $609,489.42 $4,740,200.06
Complete Business Solutions, Inc. J4PAC $0.00 $0.00 $61,092.82
Lexel Engineering M8PBB $0.00 $0.00 $0.00
CAE Technology, Inc. M9NJA $349,778.51 $349,778.51 $2,614,616.33
Axis Systems, Inc. Q06XA $0.00 $0.00 $0.00
Arbor Intelligent Systems, Inc. Q4YMA $0.00 $0.00 $552.00
NETSys Technology Group, Inc. Q5H4A $3,148.00 $3,148.00 $3,148.00
Compunix, Inc. R2AHA $0.00 $0.00 $0.00
Alpha Star, Inc. R8JWA $0.00 $0.00 $2,805.00
M.L.S. International X171C $867,302.06 $867,302.06 $6,099,474.31
- ----------------------------------------------------------------------------------------------------------------------------
TOTALS $6,307,985.81 $6,307,985.81 $46,207,001.34
</TABLE>
Page 1 of 1
<PAGE> 98
<TABLE>
<CAPTION>
Criteria: Total Dollar Amount paid to all the Dollar Volume Report --PeopleNet--
Suppliers for cycles 9701 thru 9714 by Commodity by Supplier A Division of Geometric Results Inc.
Cycle dates 12/23/96 thru 7/6/97
Date Run: 7/22/97 08:57:18
Commodity Supplier Name Paid to Supplier
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLERICAL
Kelly Services lnc. $5,935,701.93
Manpower Temporary Services (AutoDivision) $1,603,688.11
Norrell Services, Inc. $1,231,094.76
The Bartech Gruop $786,414.49
TAC Automotive Group $460,975.30
ASG Renaissance $259,284.42
Livernois Engineering Company $246,398.60
Cosworth Engineering, INC $181,876.21
MSX International $153,814.83
Gonzalez Design Engineering $149,912.42
G-Tech Services $142,422.56
Contract Professionals $126,907.81
Process Development Corporation $90,222.39
American SCI, INC $75,057.04
AIM Executive Contact Services $69,033.92
Modern Engineering $57,322.84
Aerotek, Inc. $54,706.41
Hickok Electrical Instrument Co. $54,130.33
Renkim Corporation $44,424.22
Ciber Inc. $32,295.34
Optimal CAE, Inc. $22,366.06
Ram Engineering $19,898.20
Carron & Company $17,206.82
National Tech Team, Inc. $16,642.40
Autoflex Inc. $14,364.15
Ajilon Services, Inc. $7,853.07
Hollowell Engineering Inc. $7,063.92
Entech Personnel Servicess, Inc. $6,991.56
Comprehensive Data Processing, Inc. $1,343.30
Acro Service Corporation $1,088.00
Computer Horizons Corporation $568.00
CDI Information Services $363.12
Global Technology Associates, Ltd. $0.00
Special Engineering Service $0.00
Training Group International, Inc. $0.00
Wheel City Graphics d/b/a Printing Services $0.00
Total for CLERICAL Conmodity: $11,871,432.55
- - - - - - - - - - - - - - - - -
ENG
TAC Automotive Group $11,912,445.87
Kelly Services Inc. $7,832,911.77
MSX International $7,451,651.42
Modern Engineering $7,104,276.24
The Bartech Group $5,817,619.31
</TABLE>
PAGE 1 OF 7
<PAGE> 99
<TABLE>
<CAPTION>
Dollar Volume Report --- PeopleNet--
Suppliers for cycles 9701 thru 9714 by Supplier A Division of Geometric Results Inc.
Cycle Dates 12/23/96 thru 7/6/97
Date Run: MOM 14.-W:14
Q1 Status Supplier Name Paid to Supplier
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Y Kelly Services Inc. $23,443,982.67
Y TAC Automotive Group $15,048,260.79
Y The Bartech Group $9,177,910.99
Y MSX International $8,638,176.58
Y Modern Engineering $7,571,237.50
Y Compuware Corporation $7,472,693.30
Y Livernois Engineering Company $6,142,052.55
N M.I.S. International $6,099,474.31
Y CDI Information Services $5,970,114.69
Y Decision Consultants, Inc. $5,521,777.81
Y ASG Renaissance $5,466,784.04
Y American SCI, INC. $5,217,998.31
N Computer Methods Corporation $4,844,983.43
Y Syntel, Inc. $4,740,200.06
N Aerotek, Inc. $4,582,442.89
Y Ciber Inc. $4,187,440.41
Y G-Tech Services $3,984,061.58
Y National Tech Team $3,318,892.00
Y Acro Service Corporation $3,811,774.48
N Contract Professionals Inc. $3,801,972.82
Y Ajjon Services, Inc. $3,771,696.11
Y Computer Horizons Corporation $3,696,548.68
N Cosworth Engineering, INC $2,921,494.26
N Carron & Company $2,917,215.45
Y CAE Technology, Inc. $2,614,616.33
Y Software Services Corporation $2,510,650.52
N Engineering Technologies Associates $2,482,651.15
N Engineering Analysis Services Inc. (EASI) $2,371,189.83
Y Manpower Termporary Services (AutoDivision) $2,356,269.21
Y Interim $2,238,153.18
N Comprehensive Data Processing Inc. $2,181,234.91
Y Altair Engineering, Inc. $2,155,633.54
N Mayflower Vehicle Systems $2,095,953.06
Y Gonzalez Design Engineering $1,917,919.34
N Hickok Electrical Instrument Co. $1,913,006.76
Y Norrell Services, Inc. $1,651,573.22
N Engineering Global Solutions d/b/a EGS, Inc. $1,509,814.37
N Optimal CAE, Inc. $1,418,625.02
N Automated Analysis Corporation $1,387,593.06
N Autoflex Inc. $1,349,553.62
N Roush Industries $833,943.08
N Ram Engineering $710,820.40
N Process Devlopment Corporation $708,896.26
</TABLE>
Page 1 of 3
<PAGE> 100
SUPPLIER DOLLAR VOLUME METRICS
AccuStaff, Inc. d/b/a AccuTech
Dollars
[GRAPH]
AccuStaff, Inc. d/b/a AccuTech
Contractees
[GRAPH]
<PAGE> 101
AccuStaff Inc.
<TABLE>
<S><C>
Engineering $23,433 $18,071 $16,830 $20,257 $19,639 $18,535 $19,244 $11,625
Systems $0 $0 $0 $0 $0 $0 $0 $0
Clerical $0 $0 $0 $0 $0 $0 $0 $0
Total $23,433 $18,071 $16,830 $20,257 $19,639 $18,535 $19,244 $11,625
AccuStaff Inc. d/b/a AccouTech
Jul Aug Sep Oct Nov Dec Jan 97 Feb
Engineering 4 3 4 0 4 4 4 3
Systems 0 0 0 0 0 0 0 0
Clerical 0 0 0 0 0 0 0 0
Total 4 3 4 0 4 4 4 3
Acro Services Corporation
Engineering $390,001 $324,002 $255,882 $307,213 $300,881 $284,556 $305,834 $272,756
Engineering FEA $0 $0 $0 $0 $616 $4,019 $6,417 $2,484
Professional $37,331 $21,000 $10,379 $30,524 $58,719 $34,589 $32,999 $51,748
Systems $103,674 $88,486 $101,951 $143,558 $194,680 $195,655 $175,823 $215,244
Train $0 $0 $0 $0 $4,560 $5,168 $5,263 $5,862
Clerical $1,241 $0 $0 $0 $0 $0 $0 $0
Total $532,247 $443,501 $366,212 $481,295 $559,456 $523,967 $526,336 $548,093
Acro Services Corporation
Jul Aug Sep Oct Nov Dec Jan 97 Feb
Engineering 51 57 55 59 59 52 55 52
Engineering FEA 0 0 0 0 1 1 1 1
Professional 7 6 4 5 9 8 9 10
Systems 15 16 21 27 30 28 36 34
Train 0 0 0 0 1 1 1 1
Clerical 1 1 0 0 0 0 0 0
Total 74 80 80 91 100 90 102 98
Advanced Technical Services
Engineering $77,030 $25,271 $56,618 $0 $0 $0 $0 $0
Engineering FEA $0 $0 $0 $0 $0 $0 $0 $0
Professional $0 $0 $0 $0 $0 $0 $0 $0
Systems $0 $0 $0 $0 $0 $0 $0 $0
Train $0 $0 $0 $0 $0 $0 $0 $0
Clerical $0 $0 $0 $0 $0 $0 $0 $0
Total $77,030 $25,271 $56,618 $0 $0 $0 $0 $0
Advanced Technical Services
Jul Aug Sep Oct Nov Dec Jan 97 Feb
Engineering 7 4 5 0 0 0 0 0
Engineering FEA 0 0 0 0 0 0 0 0
Professional 0 0 0 0 0 0 0 0
Systems 0 0 0 0 0 0 0 0
Train 0 0 0 0 0 0 0 0
Clerical 0 0 0 0 0 0 0 0
Total 7 4 5 0 0 0 0 0
Aerotek, Inc.
Engineering $942,253 $700,520 $562,720 $650,070 $583,586 $571,673 $458,047 $522,576
Engineering FEA $18,316 $36,592 $12,765 $18,570 $15,331 $19,658 $16,929 $16,260
Professional $17,424 $22,216 $16,174 $11,644 $28,020 $25,152 $33,573 $16,790
Systems $166,916 $102,586 $74,444 $108,092 $78,442 $103,176 $91,155 $106,961
Training $11,141 $4,373 $3,392 $3,383 $12,448 $2,856 $7,129 $3,704
Clerical $2,860 $6,313 $2,639 $4,624 $4,092 $5,280 $5,432 $3,659
Total $1,158,909 $872,570 $674,134 $796,383 $721,920 $727,797 $612,264 $689,971
Aerotek, Inc.
Jul Aug Sep Oct Nov Dec Jan 97 Feb
Engineering 140 123 119 124 117 115 105 106
Engineering FEA 3 3 3 3 3 3 3 3
Professional 3 3 4 5 4 5 4 3
Systems 20 17 15 18 15 17 18 19
Training 1 1 1 1 1 1 1 1
Clerical 1 2 1 2 2 2 2 2
<CAPTION>
<S><C>
Engineering $14,683 $13,506 $9,856 $8,940
Systems $0 $0 $0 $0
Clerical $0 $0 $0 $0
Total $14,683 $13,506 $9,856 $8,940
AccuStaff Inc. d/b/a AccouTech
Mar Apr May Jun
Engineering 3 3 3 2
Systems 0 0 0 0
Clerical 0 0 0 0
Total 3 3 3 2
Acro Services Corporation
Engineering $271,350 $243,830 $258,813 $249,487
Engineering FEA $8,280 $4,589 $6,038 $2,484
Professional $32,520 $31,991 $37,190 $25,749
Systems $229,771 $253,747 $264,857 $258,370
Train $5,596 $6,232 $5,938 $3,040
Clerical $1,068 $0 $0 $0
Total $548,604 $540,390 $572,835 $539,130
Acro Services Corporation
Mar Apr May Jun
Engineering 49 49 49 48
Engineering FEA 1 1 1 1
Professional 9 9 8 8
Systems 40 43 46 45
Train 1 1 1 1
Clerical 1 0 0 0
Total 101 103 105 103
Advanced Technical Services
Engineering $0 $0 $0 $0
Engineering FEA $0 $0 $0 $0
Professional $0 $0 $0 $0
Systems $0 $0 $0 $0
Train $0 $0 $0 $0
Clerical $0 $0 $0 $0
Total $0 $0 $0 $0
Advanced Technical Services
Mar Apr May Jun
Engineering 0 0 0 0
Engineering FEA 0 0 0 0
Professional 0 0 0 0
Systems 0 0 0 0
Train 0 0 0 0
Clerical 0 0 0 0
Total 0 0 0 0
Aerotek, Inc.
Engineering $527,781 $471,244 $536,332 $482,692
Engineering FEA $17,031 $14,809 $11,413 $14,901
Professional $36,396 $21,959 $49,424 $24,346
Systems $91,718 $80,115 $87,011 $86,004
Training $17,076 $5,496 $6,566 $4,445
Clerical $7,945 $9,615 $10,244 $7,835
Total $697,946 $603,241 $700,989 $620,221
Aerotek, Inc.
Mar Apr May Jun
Engineering 108 101 111 106
Engineering FEA 3 3 2 3
Professional 5 6 7 6
Systems 20 16 19 17
Training 1 1 1 1
Clerical 3 4 4 4
</TABLE>
Page 1
<PAGE> 102
<TABLE>
<CAPTION>
CRITERIA: DOLLAR AMOUNT PAID FOR ALL ACTIVE SUPPLIERS
FOR CYCLES 9614 THRU 9712 SUPPLIER DOLLAR VOLUME METRICS ---PEOPLENET---
EX: JAN A DIVISION OF GEOMETRIC RESULTS, INC.
4 REPRESENTS # OF CONTRACTEES ASSOCIATED WITH THE SUPPLIER'S DOLLAR VOLUME FOR JANUARY.
$20, 895 REPRESENTS THE DOLLAR VOLUME (PAY TO SUPPLIER) AMOUNT FOR THIS SUPPLIER FOR JANUARY.
DATE RUN: 7/22/97 14:21:18
# OF CONTRACTEES/DOLLAR AMOUNT PAID BY MONTH FOR EACH SUPPLIER
<CAPTION>
SUPPLIER NAME JAN 97 FEB 97 MAR 97 APR 97 MAY 97 JUN 97 JUL 96
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
KELLY SERVICES INC. 1049 1069 1125 1102 1117 1080 1170
$3,677,968 $3,222,050 $3,472,363 $3,352,266 $3,332,318 $3,196,290 $4,846,853
- ------------------------------------------------------------------------------------------------------------------------------------
TAC AUTOMOTIVE GROUP 430 441 442 433 431 429 315
$2,129,841 $2,218,190 $2,290,340 $2,120,496 $2,127,829 $2,086,167 $2,188,525
- ------------------------------------------------------------------------------------------------------------------------------------
THE BARTECH GROUP 280 293 209 290 295 273 347
$1,271,190 $1,331,961 $1,212,809 $1,262,982 $1,481,592 $1,239,962 $2,094,753
- ------------------------------------------------------------------------------------------------------------------------------------
MSX INTERNATIONAL 201 241 250 245 249 240 205
$892,100 $1,290,085 $1,214,128 $1,158,800 $1,399,410 $1,190,945 $1,393,759
- ------------------------------------------------------------------------------------------------------------------------------------
MODERN ENGINEERING 226 222 230 221 239 213 219
$1,170,291 $1,543,989 $704,186 $1,095,738 $991,373 $936,099 $599,702
- ------------------------------------------------------------------------------------------------------------------------------------
COMPUWARE CORPORATION 193 189 192 190 185 184 189
$939,506 $1,168,867 $1,168,867 $1,042,368 $1,113,910 $973,918 $1,338,231
- ------------------------------------------------------------------------------------------------------------------------------------
LIVERNOIS ENGINEERING 200 196 194 208 179 185 213
COMPANY
$982,648 $915,779 $909,572 $765,489 $887,447 $801,691 $1,385,926
- ------------------------------------------------------------------------------------------------------------------------------------
M.I.S. INTERNATIONAL 157 156 155 153 153 150 157
$809,634 $891,975 $910,736 $907,456 $878,633 $833,739 $1,305,351
- ------------------------------------------------------------------------------------------------------------------------------------
CDI INFORMATION SERVICES 152 144 147 144 140 138 140
$886,706 $899,050 $918,323 $779,886 $861,940 $813,635 $1,223,006
- ------------------------------------------------------------------------------------------------------------------------------------
DECISION CONSULTANTS, INC. 153 149 140 141 142 143 187
$866,793 $827,910 $812,515 $717,216 $769,359 $733,107 $1,353,723
- ------------------------------------------------------------------------------------------------------------------------------------
ASG RENAISSANCE 149 142 148 135 136 133 141
$843,642 $864,852 $845,387 $688,628 $764,339 $713,490 $808,871
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUPPLIER
DOLLAR
AUG 96 SEP 96 OCT 96 NOV 96 DEC 96 TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
KELLY SERVICES INC. 1133 1082 1043 1062 1074
$3,724,589 $3,196,552 $3,414,885 $3,361,141 $3,728,630 $42,525,934
- ------------------------------------------------------------------------------------------------------------------------------------
TAC AUTOMOTIVE GROUP 321 321 344 335 343
$1,800,422 $1,551,223 $1,666,697 $1,693,016 $1,744,238 $23,385,996
- ------------------------------------------------------------------------------------------------------------------------------------
THE BARTECH GROUP 346 329 327 316 302
$1,808,353 $1,355,995 $1,550,725 $1,383,891 $1,421,800 $17,216,040
- ------------------------------------------------------------------------------------------------------------------------------------
MSX INTERNATIONAL 197 194 197 191 190
$1,120,177 $947,256 $1,025,216 $1,109,012 $1,104,860 $13,824,758
- ------------------------------------------------------------------------------------------------------------------------------------
MODERN ENGINEERING 216 216 236 209 204
$1,331,498 $1,150,175 $1,112,872 $1,046,640 $1,033,200 $13,705,744
- ------------------------------------------------------------------------------------------------------------------------------------
COMPUWARE CORPORATION 183 187 181 183 189
$1,155,715 $1,061,810 $1,095,815 $1,059,291 $1,332,781 $13,471,072
- ------------------------------------------------------------------------------------------------------------------------------------
LIVERNOIS ENGINEERING 210 209 210 214 205
COMPANY
$1,087,867 $944,051 $1,006,200 $1,029,845 $987,434 $11,703,928
- ------------------------------------------------------------------------------------------------------------------------------------
M.I.S. INTERNATIONAL 154 160 165 164 150
$912,353 $1,038,936 $961,107 $969,587 $1,096,449 $11,555,955
- ------------------------------------------------------------------------------------------------------------------------------------
CDI INFORMATION SERVICES 144 152 158 148 145
$889,303 $896,803 $939,949 $956,474 $824,580 $10,979,635
- ------------------------------------------------------------------------------------------------------------------------------------
DECISION CONSULTANTS, INC. 176 169 160 154 153
$978,048 $849,361 $876,179 $830,416 $935,062 $10,549,689
- ------------------------------------------------------------------------------------------------------------------------------------
ASG RENAISSANCE 154 146 148 148 141
$896,914 $755,542 $888,548 $911,109 $889,167 $9,972,492
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 6
<PAGE> 103
PLACEMENT TIMING FOR ALGORITHM POSITIONS
(Based on a 360 Day Calendar Year)
CLERICAL POSITIONS
[BAR GRAPH]
PROFESSIONAL POSITIONS
[BAR GRAPH]
"NOTE: Effective May, 1997 data excludes Upgrades, OGC clerical placements and
CSC professional placements."
Page 1 of 2
<PAGE> 104
PEOPLENET STATISTICS
EXECUTIVE SUMMARY
Overall Positions Placed
(During Month)
[GRAPH]
Active Contractees
(Month-End)
[GRAPH]
7 Day Post Placement Survey
[GRAPH]
New Positions Placed
(Excludes Upgrades, CSC, and OGC Placements)
[GRAPH]
Active Suppliers
(Month-End)
[GRAPH]
Placement Timing
(Average Number of Calendar Days)
[GRAPH]
Page 1 of 10
<PAGE> 105
NEW POSITIONS PLACED
[GRAPH]
CRITERIA: All PO's issued during the time period.
Upgrades and backfills not included.
<PAGE> 106
Master Vendor Agreement
Exhibit 9.2
Contract Personnel Agreement
<PAGE> 107
Master Vendor Agreement
Exhibit 17.1
Ford U.S. Policies with respect to U.S. Pub. L. 95-507 Clause entitled
"Utilization of Small Business Concerns and Small Business Concerns Owned
and Controlled by Socially and Economically Disadvantaged Individuals"
<PAGE> 108
EXHIBIT 17.1
FEDERAL ACQUISITION REGULATIONS
SUBCONTRACTING PLAN REQUIREMENTS
The following relevant paragraphs and sections are lifted directly from Policy
Letters 95-1 and 94-X issued by the Executive Office of the President, Office of
Management and Budget, Office of Federal Procurement Policy.
Policy Letter 95-1
5. Policy. The following policy applies government wide to contracts and
subcontracts for "commercial items"...
(1) It is a fundamental policy of the Federal government that a fair
proportion of its contracts be placed with small businesses, small businesses
owned and controlled by socially and economically disadvantaged individuals, and
small businesses owned and controlled by woman and that such businesses
participate in subcontracting under government prime contracts.
(2) When the requirements for a subcontracting plan under Section 8(d)
of the Small Business Act apply, annual commercial subcontracting plans that
relate to a company's commercial and noncommercial production are authorized
for:
(a) Prime contracts for commercial items. or
(b) subcontractors that provide commercial items under a prime
contract whether or not the prime contractor is supplying a commercial item.
6. Contracting Officer Responsibilities.
(1) These provisions for subcontracting plans for commercial item
contractors do not in any way relieve contracting officers, prime contractors or
subcontractors of their responsibilities for assuring that small, small
disadvantaged and woman owned small businesses have the maximum practicable
opportunity to participate in contracts awarded by the Federal agencies.
(2) The use of a commercial subcontracting plan does not relieve a
contractor of the requirement to make a good faith effort to comply with the
requirements of the subcontracting plan.
(3) Contracting officers should impose liquidated damages as
applicable when contractor fail to comply with subcontracting plans.
Policy Letter 94-X
4. Definitions.
g. Subcontract. Means any agreement... entered into by a Government
prime contractor or subcontractor calling for suppliers and/or services required
for contract performances, contract modification or subcontract....
j. Commercial Plan. Means a subcontracting plan covering the offeror's
fiscal year and which is applicable to the entire production of commercial items
sold by either the entire company or portion thereof...
k. Failure to make a good faith effort to comply with the
subcontracting plan. Means willful or intentional failure to perform in
accordance with the requirements of the subcontracting plan, or willful or
intentional action to frustrate the plan.
<PAGE> 109
5. Background
b. Section 8(d) of the Small Business Act (15 U.S.C. 637(d)) requires
that before award can be made of a contract that exceeds $500,000 ($1 million in
the case of construction of a public facility) to other than a small business
concern, that apparent successful offeror must negotiate a subcontracting plan
describing how it will provide subcontracting opportunities to small businesses.
This requirement does not apply if the contract offers no subcontracting
opportunities. The subcontracting plan shall become a material part of the
contract.
6. Solicitation and Subcontracting Plan Requirements
a. The FAR (Federal Acquisition Regulations) shall prescribe a clause
entitled "Utilization of Small, Small Disadvantaged and Women-Owned Small
Business Concerns" to be inserted in solicitations and contracts... This clause
shall express the policy of the United States for providing maximum practicable
opportunity to small, small disadvantaged, and woman-owned small business
concerns to participate in the performance of prime contracts let by the Federal
Government and subcontracts.
b. For each subcontract the prime contractor will award to a small
business subcontractor, the prime contract must obtain a written representation
from the subcontractor that it qualifies under the size and ownership standards
applicable for the subcontract.
c. The FAR shall prescribe a clause entitled "Small, Small
Disadvantaged and Women-Owned Small Business Subcontracting Plan" in
solicitations and contracts if the award if the award is expected to exceed
$500,000... The clause shall require that the subcontracting plan include the
following elements:
(1) A statement of total dollars to be subcontracted and statements of
total dollars to be subcontracted to small business, to small disadvantaged
business, and to women-owned businesses.
(2) Separate goals expressed as percentages of total planned
subcontracting dollars for small, small disadvantaged and woman-owned small
business.
(3) A statement as to whether or not the offeror included indirect
costs in establishing subcontracting goals and a description of the methods used
to determine the proportionate share of indirect costs to be incurred with
small, small disadvantaged and women-owned business concerns.
(4) A description of the principal types of suppliers and services to
be subcontracted and an identification of the specific types to be subcontracted
to each small business category.
(5) A description of methods that were used in developing the
subcontracting goals.
(6) The name and a description of the duties of the individual employed
by the offeror who will administer the offeror's subcontracting plan.
(7) A description of the methods used to identify potential sources for
solicitation purposes.
(8) A description of the efforts the offeror will make to assure that
small, small disadvantaged, and women-owned small business concerns have an
equitable opportunity to compete for subcontracts.
(9) Assurances that the offeror will include the Utilization of Small,
Small Disadvantaged and Women-Owned Small Business Concerns clause in all
subcontracts over the simplified opportunities.
(10) Assurances that subcontractors who receive subcontracts in excess
of $500,000 will adopt a plan similar to the plan agreed to by the offeror.
Copies of the subcontractors' subcontracting plans must be retained by the prime
contractor until completion of the subcontract. A "certificate of compliance" or
statement from the subcontractor that it has a subcontracting plan does not
satisfy this requirement.
(11) Assurances that the offeror will participate in any studies or
surveys that my be required; submit periodic reports so that Government can
determine the extent of compliance by the offeror with the subcontracting
plan...
(12) A description of the types of records that will be maintained
concerning procedures that will ensure compliance with the plan and its goals.
(13) A description of the efforts that will be made to locate and award
subcontracts to small, small disadvantaged, and women-owned small business
concerns.
d. A contractor's failure to make a good faith effort to comply with
the subcontracting plan is a material breach of the contract.
<PAGE> 1
EXHIBIT 10.5
Information has been omitted pursuant to an application for confidential
treatment and the omitted material has been filed separately with the Commission
pursuant to an application for confidential treatment. Omitted material is
indicated with an asterisk(*).
MASTER SUPPLY AGREEMENT
This Master Supply Agreement ("this Agreement") is entered into as of
the closing date of the Stock Purchase Agreement (as defined below) (the
"Effective Date"), by and between FORD MOTOR COMPANY ("FORD"), a Delaware
corporation, and MSX INTERNATIONAL (HOLDINGS), INC. ("MSXI"), a Delaware
corporation (individually, "Party" and collectively, "Parties"). The following
space is provided for the Parties to enter the Effective Date: August 31 1997.
RECITALS
A. Concurrent with the execution and delivery of this Agreement, MSXI
executed a Stock Purchase Agreement dated as of July 25, 1997 (the "Stock
Purchase Agreement") to purchase all of the capital stock of Geometric Results
Incorporated ("GRI") from FORD. As used herein, the term "MSXI" includes GRI and
other MSXI majority owned affiliates and the term "FORD" includes FORD's
majority owned affiliates.
B. GRI currently provides many important services to FORD, some of
which are dealt with in the Master Vendor Agreement of even date between FORD
and MSXI (the "Master Vendor Agreement"). FORD has supplied MSXI with the
attached Business Description which describes the most significant services
performed by GRI for FORD other than those addressed in the Master Vendor
Agreement. All services performed by GRI for FORD during the first seven months
of 1997 other than those covered by the Master Vendor Agreement are referred to
herein as the "Services", including, but not limited to, those shown on the
Business Description. One of the FORD functions for which GRI performs Services
is the Ford Customer Service Division (Europe) ("FCSD"), which Services are
referred to herein as "FCSD Services." Other Services are referred to herein as
"Other Services." FORD and MSXI desire to ensure that MSXI a provides or causes
GRI to continue to provide the Services to FORD and that FORD continues to
purchase the Services from GRI.
C. FORD and MSXI a desire to avoid or minimize business disruption to
the Parties by maintaining, for a reasonable period of time, ordering and
billing processes (the "Ford Ordering and Billing Systems") utilized by the
Parties and GRI as of the date of this Agreement until such time as new
processes and systems are developed and implemented.
D. To carry out the foregoing objectives, FORD and MSXI have agreed
that FORD will continue to order the Services and MSXI or GRI will continue to
supply the Services as set forth herein. The Parties intend that this will be a
long-term business relationship where considerations of fairness to each of the
Parties, consistent with this Agreement and other agreements between the
Parties, will play a major role in dealing with issues that may arise during the
course of the relationship. In Article 4.5 of the Stock Purchase Agreement, the
Parties have agreed to establish a group of executives from FORD and MSXI (the
"Advisory Board") to monitor the relationship between FORD and MSXI. The Parties
further agree that the Advisory Board may be called upon
<PAGE> 2
to attempt to resolve material issues of fairness in the administration of this
Agreement and other contracts which exist between MSXI and FORD.
NOW, THEREFORE, for the purpose of inducing MSXI to consummate the
transactions contemplated by the Stock Purchase Agreement and in consideration
of the premises, the Parties agree as follows:
ARTICLE 1. - PURCHASE AND SUPPLY RELATIONSHIP
1.1 The term of this Agreement shall be the five year period commencing with the
Effective Date. During the term of this Agreement, FORD, on its own behalf or on
behalf of the FORD company identified on the face of a Purchase Order (as
defined below), will purchase and MSXI, on its own behalf or on behalf of the
MSXI company identified on the face of a Purchase Order (e.g., GRI), will supply
certain services as set forth herein.
1.2 During the term of this Agreement, FORD will continue to utilize and order
the FCSD Services from MSXI, [ * ]. The Parties
recognize that FORD's business needs may change during the term of this
Agreement so that FORD's need for FCSD Services may change from time to time
according to future events which cannot now be foreseen. It is the Parties'
intention that the orders placed by FORD pursuant to this Agreement will permit
MSXI to maintain a level of revenue from FORD orders for FCSD Services or from
orders for services offered by MSXI placed to replace revenues lost because of
reductions in such FCSD Services ("Replacement Business"), which approximates
the Base and FORD will issue orders for Replacement Business to fulfill that
objective. Replacement Business will be comparable to lost FCSD Services
business. FORD's obligation to supply Replacement Business shall not be deemed
satisfied by (i) the continuation of Other Services business which MSXI is
performing at the time of FORD's decision to discontinue the FCSD Services to be
replaced unless prior to such decision, MSXI had been notified by FORD that such
Other Services were scheduled for termination or (ii) business that at the time
of FORD's decision to discontinue a part of the FCSD Services, FORD had decided,
in a practical sense, to award to MSXI.
1.3 With Respect to Other Services of which GRI is the sole supplier to a FORD
customer, FORD will continue to issue orders to MSXI for such Other Services and
will not issue orders to another supplies [ * ]
With respect to each type of Other Services for which GRI is not the sole
supplier, MSXI shall be a preferred supplier [ * ]
1.4 [ * ] FORD shall not be required to order any service,
the need for which has
2
<PAGE> 3
been eliminated by business changes. [ * ] FORD will give
appropriate weight to the long term nature of the relationship between FORD and
MSXI.
1.5 FORD and MSXI will use all reasonable efforts to integrate MSXI's activities
hereunder with FORD purchasing operations utilizing where appropriate FORD
Ordering and Billing Systems.
1.6 FORD represents and warrants to MSXI that to the best of its knowledge, the
Business Description contains accurate information relative to the material
Services provided by GRI to FORD other than those covered by the Master Vendor
Agreement. FORD acknowledges that MSXI is relying upon the descriptive material
in the Business Description and agrees that the Business Description shall be
presumed correct.
1.7 FORD shall make reasonable efforts to include MSXI in requests for
quotations, broadcasts or other opportunities to provide all professional and
business services offered from time to time by MSXI. FORD shall make reasonable
efforts to treat MSXI as a preferred supplier within FORD for all types of
services currently offered by MSXI. FORD will extend its preferred supplier
designation to those services currently offered by MSXI which are combined with
comparable GRI activities.
ARTICLE 2. - OFFER ACCEPTANCE
2.1 Procurement of Services will be accomplished through the utilization of FORD
Ordering and Billing Systems and the issuance of standard FORD Purchase Orders
(collectively "Purchase Order(s)"), which Purchase Order will constitute an
offer to MSXI by FORD to enter into the purchase and supply agreement it
describes. MSXI's commencement of work thereunder will constitute acceptance of
the offer.
2.2 Once accepted, such Purchase Order together with this Agreement will be the
complete and exclusive statement of the purchase agreement. The standard terms
of the Purchase Order shall not apply to transactions between FORD and MSXI
pursuant to this Agreement. Any modifications proposed by either Party (e.g.,
purchase order, confirmations, invoices) are not part of the agreement in the
absence of the other Party's express written agreement to the modification.
ARTICLE 3. - PRICE
3.1 Prices will be as specifically stated in the Purchase Order, which shall be
consistent with this Agreement. All prices are firm and any deviation from such
prices are the sole responsibility of MSXI.
[3.2 * ]
3
<PAGE> 4
ARTICLE 4. - DELIVERY DATES, RELEASES
4.1 If delivery dates are not specified in a Purchase Order, MSXI will provide
Services only as authorized by FORD to MSXI.
ARTICLE 5. - INVOICES, PAYMENT
5.1 The Parties agree that, if reasonable and consistent with sound business
practices, all billing, payment and general transaction processes utilized by
the Parties and GRI as of the date of this Agreement shall remain in place until
such time as new processes are developed and implemented. Without limiting the
generality of the foregoing, the Parties will continue the intercompany
settlement mechanism for Satellite Operations, Mail Services Operations, and
Engineering Records Center pending development of new processes.
5.2 Payment for Services will be due in accordance with the payment practices in
effect on the date of this Agreement, as modified in the Stock Purchase
Agreement. The Business Description shall be presumed to be correct insofar as
it describes payment terms.
5.3 To the extent that prices for Services are based upon, or affected by, third
party supplier pricing discounts currently enjoyed by GRI which are not
continued during the term of this Agreement, the pricing for Services affected
by the discontinuation of such discounts shall be appropriately adjusted in
negotiations conducted pursuant to Article 3.2.
ARTICLE 6. - OTHER TERMS AND CONDITIONS
6.1 There is hereby incorporated by reference the provisions of Article 6
through Article 18, except Article 16, of the Master Vendor Agreement.
6.2 Except as otherwise provided therein, each type of Service provided for
herein shall be considered in all respects as covered by a separate agreement
pursuant to the terms and conditions set forth herein. Without limiting the
generality of the foregoing, a right of FORD to terminate as a result of MSXI's
performance of one type of Service shall not give rise to a right to terminate
with respect to any other Services.
6.3 If MSXI materially breaches this Agreement, FORD may terminate its purchase
obligations. FORD shall provide written notice to MSXI which outlines its cause
of termination and specifies a termination date at least nine months after the
date of notice. If, within six months after the date of the notice, MSXI
corrects the causes for termination, termination will be canceled and this
Agreement will continue. Any dispute relative to FORD's right to terminate
shall be resolved pursuant to Article 18 of the Master Vendor Agreement.
4
<PAGE> 5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
FORD MOTOR COMPANY MSX INTERNATIONAL
(HOLDINGS), INC__________.
By: ? By: ?
----------------------------- ----------------------------
Title: Title: Vice President
-------------------------- ------------------------
5
<PAGE> 6
MASTER SUPPLY AGREEMENT
BUSINESS DESCRIPTION
1996 Revenue
Publications [ A
Warranty Process B
Customer Assistance Centers C
Rapid Fit D
Service Upgrading Program (DPI) E
Mail Services F
Computer Output to Microfilm (COM) G
Education Training and Development (ET&D) H
Technical Hotline I
Technical Field Engineers * J
Engineering Records Center K
Electronic Data Management L
Extended Service Plan (ESP) M
Jaguar Operations N
Ford Accident Repair Program (Body Shop) 0
Warranty Claims Assessors P
ADTeam Q
Training Schools R
Miscellaneous Contracts S
New Business ] T
TOTAL
<PAGE> 7
PUBLICATIONS - INCLUDING SATELLITE OPS
A-1
<PAGE> 8
GRI Program Description Template
PROGRAM NAME: Publications
CUSTOMER/ORGANIZATION NAME: Various Ford Customers
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Printing, Copying, Bindery and Graphic Photo Services
management.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Net l5th/30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States (Michigan area locations)
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
DDS provides printing, copying and bindery services and graphic photo services
without the benefit of a contract. Jobs are billed on a job by job basis. DDS
competes for work without the support of purchasing other than acknowledgement
of the Ford blanket.
REFERENCE DATA
PN# : EXPIRATION DATE: 12/31/97
[ * ]
NEW INITIATIVES: We continue to market our services to the Ford community. Our
services are being enhanced by the addition of Orbitech, the on-line ordering of
digital services.
A-2
<PAGE> 9
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Advanced Engineering Center (AEC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and
related supplies, 2) Management of select general office supplies.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established
with the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 11/03/97
[ * ]
NEW INITIATIVES:
A-3
<PAGE> 10
SUPPLY Depot AEC SUPPLIES
<TABLE>
<CAPTION>
Item Description Unit Qty/Unit Misc. Ref Unit Quantity Total
Price Ordered
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75"x8.5"x.25" Each 1 BO160164 [
Blue
2 3M Disk 3.5" DSHD 2MB Box 10 B0160152
Preformatted (1.44MB after
format)
3 Cleaning Towelettes 40/40 Box 40 B0160080
Wet/Dry Texwipe
4 4mm Data Cartridges 90 Meter Each 1 B0316689
2GB Verbatim MVE88195FD
TEKTRONIX PHASER III SUPPLIES:
5 Color Stix - Black w/fuser wiper Box 8 B0848695
6 Color Stix - Cyan Box 8 B0848698
7 Color Stix - Magenta Box 8 B0848704
8 Color Stix - Yellow Box 8 B0848705
9 Letter Size Transparencies Box 100 B0848741
TEKTRONIX PHASER 11 PXI SUPPLIES:
10 4 Color Roll Each 1 B0512908
11 Letter Size Paper Box 1000 016089100 *
12 Letter Size Transparencies Box 100 B0512910
TEKTRONIX PHASER 11 SD SUPPLIES:
13 4 Color Roll Each 1 016117100
14 Letter Size Paper Box 200 016117300
15 Letter Size Transparencies Box 50 B0848748
TEKTRONIX 200 SUPPLIES:
16 3 Color Roll Each 1 B0848785
17 Thermal Transfer Paper 8.5x11 Box 100 B0848764
18 Letter Size Transparencies Box 50 B0848747
TEKTRONIX 540 SUPPLIES:
19 Black Toner (250 grams) Each 1 016131900
20 Cyan Toner (200 grams) Each 1 016132000
21 Magenta Toner (200 grams) Each 1 016132100
22 Yellow Toner (200 grams) Each 1 016132200
23 Color Imaging Kit Each 1 016131600
24 Corona Kit Each 1 016131700 ]
</TABLE> A-4
<PAGE> 11
<TABLE>
<CAPTION>
Item Description Unit Qty/Unit Misc. Ref Unit Quantity Total
Price Ordered
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
25 Transfer Kit Each 1 016131800 [
26 Fuser (11Ov Phaser540) Each 1 016132300
27 Letter Size Paper Box 500 016136800
28 Letter Size Transparencies Box 50 016132500
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
29 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI SUPPLIES:
30 Black Cartridge Each 1 B0316695 *
HP LASERJET II, III SUPPLIES:
31 Black Cartridge Each 1 B0160113
HP LASERJET 5M SUPPLIES:
32 Black Cartridge Each 1 B0848673
HP LASER SUPPLIES:
33 8.5 x 11 Box 50 T3MO1866
Transparency/MMMCG 3300
Total Depot Items ]
</TABLE>
A-5
<PAGE> 12
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Body and Assembly General Office (B&AGO)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE:
[ * ]
QUANTITIES: Fixed service management fee only.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 07/31/97
[ * ]
NEW INITIATIVES:
A-6
<PAGE> 13
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Powertrain Operations Facilities Engineering
(Livonia Campus)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of building wide self serve copying, plotting
and fax machines and related supplies, 2) Management of select general office
supplies.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established
with the exception of any fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
EXPIRATION DATE: 12/31/97
PN#: N/A
[ * ]
NEW INITIATIVES:
A-7
<PAGE> 14
LIVONIA CAMPUS ATTACHMENT I
<TABLE>
<CAPTION>
Item DTC SUPPLIES Unit Qty/Unit Misc Ref Unit
# Price
<S> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75" x 8.5" x.25" Blue Each 1 B0160164
2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB Box 10 B0160152
after format)
3 Cleaning Towelettes 40/40 WetDry Texwipe Box 40 B0160080
4 4mm Data Cartridges 90 Meter 2GB Verbatim Each 1 B0316689
MVE88195FD
5 8mm Data Cartridges 2.2GB Verbatim Each 1 B0160141
MVE87698FD HP
HP DESKJET 1600C SUPPLIES
6 Black Cartridge Each 1 B0511424
7 Cyan Cartridge Each 1 B0511434
8 Magenta Cartridge Each 1 B0511435
9 Yellow Cartridge Each 1 B0511436
10 Glossy Paper 8.5 x 11 Box 50 B0511444
11 Clear Transparencies 1.5 x 11 Box 50 B0511470
HP 1200C SUPPLIES:
12 Black Cartridge Each 1 B0511424
13 Cyan Cartridge Each 1 B0511434
14 Magenta Cartridge Each 1 B0511435 *
15 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
16 Color Stix - Black w/fuser wiper Box 8 B0848695
17 Color Stix - Cyan Box 8 B0848698
18 Color Stix - Magenta Box 8 B0848704
19 Color Stix - Yellow Box 8 B0848705
TEKTRONIX PHASER 11 SUPPLIES:
20 3 Color Roll Each 1 B0512909
21 Black Roll Each 1 016090400
22 Letter Size Transparencies Box 50 B0512910
23 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
24 Letter Size Paper Box 100 016118300
25 Letter Size Paper Box 100 B0848765
26 Black Roll Each 1 016118800
27 3 Color Roll Each 1 B0848786
28 Transparencies 8.5 x 11 Box 50 B0848746
29 Colorcoat Roll Each 1 016122200
TEKTRONIX 340 SUPPLIES:
30 Color Stix - Black Box 3 B848707
31 Color Stix - Cyan Box 3 B848713
32 Color Stix - Magenta Box 3 B848715
33 Color Stix - Yellow Box 3 B848717
34 Maintenance Tray Each 1 436029MOl
</TABLE>
A-8
<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C> <C>
35 Letter Size Paper Box 500 016136800 [
36 Transparencies 8.5 x 11 Box 50 B0848743
37 Cleaning Kit Each 1 016134100
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
38 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI SUPPLIES:
39 Black Cartridge Each 1 B0316695
HP LASERJET 11, 111 SUPPLIES:
40 Black Cartridge Each 1 B0160113
HP LASERJET 5M SUPPLIES:
41 Black Cartridge Each 1 B0848673
HP LASERJET 5SI SUPPLIES:
42 Black Cartridge Each 1 B0848670
HP 2000 SUPPLIES:
43 Black Cartridge Each 1 B0160109
HP LASER SUPPLIES:
44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3MO1866 *
DEC 3500 SUPPLIES:
45 Black Cartridge Each 1 TDELN14XAA
QMS860 SUPPLIES:
46 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
47 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER SUPPLIES:
48 Black Cartridge Each 1 SPRN20TONERKT
RS7120 SUPPLIES:
49 Cardboard Transparencies Frames Box 20 T3MO7368
COPIER ADMINISTRATION
50 Cost per Copy under 10,000/mo/avg Click 1
51 Cost per Copy 10,000-25,000/mo/avg Click 1
52 Cost per Copy over 25,000/mo/avg Click 1
PLOTTER ADMINISTRATION
53 Roll Each 1
FACSIMILE ADMINISTRATION
54 Facsimile Machines/mo Each 1
PROJECT ADMINISTRATION
55 Administration/mo Each 1 ]
SUPPLIES ADMINISTRATION
* PTO will receive Attachment II listing additional supplies and pricing
upon completion of supplies inventory by DDS/GRI.
</TABLE>
A-9
<PAGE> 16
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford CCD
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE:
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing.
(Satellite billing system in production to replace
manual production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
[ *
]
A-10
<PAGE> 17
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Commercial Truck Vehicle Center (CTVC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of
building wide self serve copying machines and related supplies, 3) Management of
select general office supplies.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established with the
exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: Valid until replaced
[ *
]
A-11
<PAGE> 18
<TABLE>
<CAPTION>
Item DTC SUPPLIES Description Unit Qty/Unit Misc Ref Unit Quanity Total
# Price Ordered
<S> <C> <C> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75" x 8.5"x.25" Blue Each 1 B0160164 [
2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB after Box 10 B0160152
format)
3 Cleaning Towelettes; 40/40 Wet/Dry Texwipe Box 40 B0160080
4 4mm Data Cartriges; 90 Meter 2GS Verbatim Each 1 B0316689
MVE88195FD
5 8mm Data Cartriges 2.2GB Verbatim MVE87698FD Each 1 B0160141
HP DESKJET 1600C SUPPLIES:
6 Black Cartridge Each 1 B0511424
7 Cyan Cartridge Each 1 B0511434
8 Magenta Cartridge Each 1 B0511435
9 Yellow Cartridge Each 1 B0511436
10 Glossy Paper 8.5 x 11 Box 50 B0511444
11 Clear Transparencies 1.5 x 11 Box 50 B0511470
HP 1200C SUPPLIES:
12 Black Cartridge Each 1 B0511424
13 Cyan Cartridge Each 1 B0511434
14 Magenta Cartridge Each 1 B0511435
15 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
16 Color Stix - Black w/fuser wiper Box 8 B0848695 *
17 Color Stix - Cyan Box 8 B0848698
18 Color Stix - Magenta Box 8 80848704
19 Color Sbx - Yellow Box 8 B0848705
19.1 Transparencies 8.5 x 11 Box 100 80848741
TEKTRONIX PHASER 11 SUPPLIES:
20 3 Color Roll Each 1 B0512909
21 Black Roll Each 1 016090400
22 Letter Size Transparencies Box 50 B0512910
23 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
24 Letter Size Paper Box 100 016118300
25 Letter Size Paper Box 100 B0848765
26 Black Roll Each 1 016118800
27 3 Color Roll Each 1 B0848786
28 Transparencies 8.5 x 11 Box 50 B0848746
29 Colorcoat Roll Each 1 016122200
TEKTRONIX 340 SUPPLIES:
30 Color Stix - Black Box 3 B848707
31 Color Stix - Cyan Box 3 B848713
32 Color Stix - Magenta Box 3 B848715
33 Color Stix - Yellow Box 3 B848717
34 Maintenance Tray Each 1 436029M0l
35 Letter Size Paper Box 500 016136800
36 Transparencies 8.5 x 11 Box 50 B0848743 ]
</TABLE>
A-12
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
37 Cleaning Kit Each 1 016134100 [
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
38 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI SUPPLIES:
39 Black Cartridge Each 1 B0316695
HP LASERJET II, III SUPPLIES:
40 Black Cartridge Each 1 B0160113
HP LASERJET 5M SUPPLIES:
41 Black Cartridge Each 1 B0848673
HP LASERJET 5SI SUPPLIES: *
42 Black Cartridge Each 1 B0848670
HP 2000 SUPPLIES:
43 Black Cartridge Each 1 B0160109
HP LASER SUPPLIES:
44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3MO1866
DEC 3500 SUPPLIES:
45 Black Cartridge Each 1 TDELN14XAA
QMS860 SUPPLIES:
46 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
47 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER SUPPLIES:
48 Black Cartridge Each 1 SPRN20TONERK7
RS7120 SUPPLIES:
49 Cardboard Transparencies Frames Box 20 T3M07368 ]
</TABLE>
A-13
<PAGE> 20
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Large Front Wheel Drive Vehicle Center -
Experimental Vehicle Building (EVB)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Management of select
general office supplies.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/31/97
[ *
]
A-14
<PAGE> 21
<TABLE>
<CAPTION>
Item Description Unit Qty/Unit Misc Ref Unit Quantity
# Price Ordered Total
<S> <C> <C> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75" 8.5" x .25" Blue Each 1 B0160164 [
2 3M Disk 3.5" DSHD 2MB Preformatted Box 10 B0160152
(1.44MB after format)
3 Cleaning Towelettes 40/40 Wet/Dry Box 40 B0160080
Texwipe
4 4mm Data Cartriges 90 Meter 2GB Each 1 B0316689
Verbatim MVE88195FD
5 8mm Data Cartriges 2.2GB Verbatim Each 1 B0160141
MVE87698FD
HP DESKJET 1600C SUPPLIES:
6 Black Cartridge Each 1 B0511424
7 Cyan Cartridge Each 1 B0511434
8 Magenta Cartridge Each 1 B0511435
9 Yellow Cartridge Each 1 B0511436 *
10 Glossy Paper 8.5 x 11 Box 50 B0511444
11 Clear Transparencies 1.5 x 11 Box 50 B0511470
HP 1200C SUPPLIES:
12 Black Cartridge Each 1 B0511424
13 Cyan Cartridge Each 1 B0511434
14 Magenta Cartridge Each 1 B0511435
15 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
16 Color Stix - Black w/fuser wiper Box 8 B0848695
17 Color Stix - Cyan Box 8 B0848698
18 Color Stix - Magenta Box 8 B0848704
19 Color Stix - Yellow Box 8 B0848705
TEKTRONIX PHASER II SUPPLIES:
20 3 Color Roll Each 1 B0512909
21 Black Roll Each 1 016090400
22 Letter Size Transparencies Box 50 B0512910
23 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
24 Letter Size Paper Box 100 016118300
25 Letter Size Paper Box 100 B0848765
26 Black Roll Each 1 016118800
27 3 Color Roll Each 1 B0848786
28 Transparencies 8.5 x 11 Box 50 B0848746
29 Colorcoat Roll Each 1 016122200
TEKTRONIX 340 SUPPLIES:
30 Color Stix - Black Box 3 B848707
31 Color Stix - Cyan Box 3 B848713
32 Color Stix - Magenta Box 3 B848715
33 Color Stix - Yellow Box 3 B848717
34 Maintenance Tray Each 1 436029M0l
35 Letter Size Paper Box 500 016136800
36 Transparencies 8.5 x 11 Box 50 B0848743
37 Cleaning Kit Each 1 016134100
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
38 Black Cartridge Each 1 B0681842 ]
HP LASERJET 3SI, 4SI SUPPLIES:
</TABLE>
A-15
<PAGE> 22
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
39 Black Cartridge Each 1 B0316695 [
HIP LASERJET II, III SUPPLIES:
40 Black Cartridge Each 1 B0160113
HP LASERJET 5M SUPPLIES:
41 Black Cartridge Each I B0848673
HIP LASERJET 5SI SUPPLIES:
42 Black Cartridge Each 1 B0848670
HIP 2000 SUPPLIES: *
43 Black Cartridge Each 1 B0160109
HP LASER SUPPLIES:
44 8.5 x 11 Transparency/MMMCG 3300 Box 50 TDELN14XAA
DEC 3500 SUPPLIES:
45 Black Cartridge Each 1 TDELN14XAA
QMS860 SUPPLIES:
46 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
47 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER SUPPLIES:
48 Black Cartridge Each 1 SPRN20TONERK7
RS7120 SUPPLIES:
49 Cardboard Transparencies Frames Box 20 T3MO7368 ]
</TABLE>
A-16
<PAGE> 23
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Advanced Vehicle Technology Chassis Operations
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of on site engineering copying machines and
related supplies 2) Drawing file and reproduction support (ERC) 3) PCI
distribution support (ERC)
THIS CONTRACT EXPIRED ON 12/13 AND CUSTOMER HAS NOT SIGNED A
NEW AGREEMENT. SERVICE IS STILL BEING PERFORMED.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/13/96
[ * ]
A-17
<PAGE> 24
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Automotive Components Division Sheldon Road Plant
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Operation of a full service copy center and related
supplies
THIS CONTRACT EXPIRED ON 12/ 31/96 AND CUSTOMER HAS BEEN ISSUING
A P.N. EACH MONTH IN ARREARS OF THE WORK BEING DONE.
PRICING:
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/13/96
[ * ]
A-18
<PAGE> 25
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Motor Credit Company (FMCC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Management of select
general office supplies.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of any fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 01/30/98
[ *
]
NEW INITIATIVES:
A-19
<PAGE> 26
DIVERSIFIED DOCUMENT Solutions
ALL PRODUCTS AND SERVICES ARE BILLED BASED ON USAGE AND IN ACCORDANCE WITH THE
DDS-FORD BLANKET BKBO 106842.
COPY CENTER
Copy centers will be billed according to the menu of services and
prices listed in the DDS blanket BKBO 106842. The configuration
determined for during the review of the facilities determines the price
breaks for B numbers #'s B1018679 to B1018765.
pricing will be:
[
<TABLE>
<CAPTION>
Description Unit
----------- ----
<S> <C>
Copying, Black & White, 8.5 x 11, One (1) Sided Each
Copying, Black & White, 8.5 x 11, 3 Hole, One (1) Sided Each
Copying, Black & White, 8.5 x 14, One (1) Sided Each
Copying, Black & White, 11 x 17, One (1) Sided Each
Copying, Black & White, 8.5 x 11, Two (2) Sided Each
Copying, Black & White, 8.5 x 11, 3 Hole, Two (2) Sided Each
Copying, Black & White, 8.5 x 14, Two (2) Sided Each
Copying, Black & White, 11 x 17, Two (2) Sided Each
Additional Services required outside of Copy Center Hours, weekday Hour
</TABLE>
Additional Services required outside of Copy Center Hours, weekend
Hour and holiday
*
WALK-UP COPIER ADMINISTRATION
All walk-up copiers administered by DDS will be billed on a cost
per copy basis for the actual equipment usage, a per machine
monthly fee, and paper / supplies delivered. The following
billing rates will apply in accordance with the DDS blanket BKBO
106842:
<TABLE>
<CAPTION>
Blanket Item Description Unit
------------ ----------- ----
<S> <C> <C>
B1018652 Copying Service, Black & White Click
B1018657 Administration Monthly Charge (per Machine) Month
B1018676 Supply Administration, Paper Supplies %
</TABLE>
Click counts for the billing will be collected monthly and will be
billed in arrears.
SUPPLY ADMINISTRATION
Supplies ordered for the copiers, printers, computers and general
office will be billed per the DDS blanket BKBO 106842:
<TABLE>
<CAPTION>
Blanket Item Description Unit
------------ ----------- ----
<S> <C> <C>
B1018660 Supply Administration, Fax Supplies %
B1018676 Supply Administration, Other Supplies %
B1018676 Supply Administration, Paper Supplies %
</TABLE>
]
A-20
<PAGE> 27
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Fairlane Program Center (FPC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Management of select
general office supplies.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 10/13/97
[ *
]
A-21
<PAGE> 28
<TABLE>
<CAPTION>
SUPPLY DEPOT FPC SUPPLIES
ITEM DESCRIPTION UNIT QTY UNIT QUANTITY TOTAL
# UNITS MIS. REF. PRICE ORDERED
<S> <C> <C> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75" x 8.5" x .25" Blue Each 1 B0160164 [
2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB Box 10 B0160152
after format)
3 Cleaning Towelettes 40/40 Wet/Dry Texwipe Box 40 B0160080
4 4mm Data Cartridges; 90 Meter 2GB Verbatim Each 1 B0316689
MVE88195FD
5 8mm Data Cartridges 2.2GB Verbatim Each 1 B0160141
MVE87698FD
HP DESKJET 1600C SUPPLIES:
6 Black Cartridge Each 1 B0511424
7 Cyan Cartridge Each 1 B0511434
8 Magenta Cartridge Each 1 B0511435
9 Yellow Cartridge Each 1 B0511436
10 Glossy Paper 8.5 x 11 Box 50 B0511444
11 Clear Transparencies 1.5 x 11 Box 50 B0511470
HP 1200C SUPPLIES:
12 Black Cartridge Each 1 B0511424
13 Cyan Cartridge Each 1 B0511434
14 Magenta Cartridge Each 1 B0511435
15 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
16 Color Sbx - Black w/fuser wiper Box 8 B0848695
17 Color Stix - Cyan Box 8 B0848698
18 Color Stix - Magenta Box 8 B0848704
19 Color Stix - Yellow Box 8 B0848705 *
TEKTRONIX PHASER II SUPPLIES:
20 3 Color Roll Each 1 B0512909
21 Black Roll Each 1 016090400
22 Letter Size Transparencies Box 50 B0512910
23 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
24 Letter Size Paper Box 100 016118300
25 Letter Size Paper Box 100 B0848765
26 Black Roll Each 1 016118800
27 3 Color Roll Each 1 B0848786
28 Transparencies 8.5 x 11 Box 50 B0848746
29 Colorcoat Roll Each 1 016122200
TEKTRONIX 340 SUPPLIES:
30 Color Stix - Black Box 3 B848707
31 Color Stix - Cyan Box 3 B848713
32 Color Stix - Magenta Box 3 B848715
33 Color Stix - Yellow Box 3 B848717
34 Maintenance Tray Each 1 436029M01
35 Letter Size Paper Box 500 016136800
36 Transparencies 8.5 x 11 Box 50 B0848743
37 Cleaning Kit Each 1 016134100
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
38 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI SUPPLIES:
39 Black Cartridge Each 1 B0316695
HP LASERJET II, III SUPPLIES: ]
</TABLE>
A-22
<PAGE> 29
<TABLE>
<S> <C> <C> <C> <C>
40 Black Cartridge Each 1 B0160113 [
HP LASERJET SM SUPPLIES:
41 Black Cartridge Each 1 B0848673
HP LASERJET 5SI SUPPLIES:
42 Black Cartridge Each 1 B0848670
HP 2000 SUPPLIES:
43 Black Cartridge Each 1 B0160109
HP LASER SUPPLIES:
44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3M01866
DEC 3500 SUPPLIES:
45 Black Cartridge Each 1 TDELN14XAA *
QMS860 SUPPLIES:
46 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
47 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER SUPPLIES:
48 Black Cartridge Each 1 SPRN20TONERKT
RS7120 SUPPLIES:
49 Cardboard Transparencies Frames Box 20 T3MO7368 ]
</TABLE>
A-23
<PAGE> 30
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Powertrain Operations Material Control
Department - Livonia and Van Dyke Locations
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) 2 on site full service copy centers, 2) Management of
building wide self serve copying machines and related supplies.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 11/30/97
[ *
]
A-24
<PAGE> 31
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Product Development Center (PDC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Engineering File
Storage (Aperture Card) and reproduction, 4) Management of select general office
supplies.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing
system in production to replace manual production of
billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/13/97
[ *
]
A-25
<PAGE> 32
PDC SUPPLY DEPOT
<TABLE>
<CAPTION>
Item Description Unit Qty/Unit Misc Ref Unit Quanity Total
# Price Ordered
<S> <C> <C> <C> <C> <C> <C> <C>
1 Mouse Pad 10.75" x 8.5" x .25" Each 1 B0160164 [
Blue
2 Mouse Paw Each 1 AVIMOUSEPAW
3 Wrist Rest/Padded Each 1 INTWR1
4 3M Disk 3.5" DSHD 2MB Box 10 B0160152
Preformatted (1.44MB after
format)
5 3M Disk 5.25" DSHD 1.2MB Box 10 B0160151
Preformatted
6 Labels for 3.5" diskettes Box 450 AVE5096
7 Disk Case 3.5" Cap 45 Hingetop Each 1 B0160154
8 Cleaning Towelettes 40/40 Box 40 B0160080
Wet/Dry Texwipe
9 DC6150 Data Cartridge 1/4" Each 1 B0160139
10 4mm Data Cartridges 90 Meter Each 1 B0316689
2GB Verbatim MVE88195FD
11 8mm Date Cartridge 2.2GB Each 1 B0316717
Sony MSOQG112MFD
12 8mm Data Cartridges 2.2GB Each 1 B0160141
Verbatim MVE87698FD
13 AAA Batteries 4Pack 1 MN2400B4
HP DESKJET 1600C SUPPLIES:
14 Black Cartridge Each 1 BO511424 *
15 Cyan Cartridge Each 1 B0511434
16 Magenta Cartridge Each 1 B0511435
17 Yellow Cartridge Each 1 B0511436
18 Glossy Paper 8.5 x 11 Box 50 B0511444
19 Clear Transparencies 1.5 x 11 Box 50 B0511470
HIP 1200C SUPPLIES:
20 Black Cartridge Each 1 B0511424
21 Cyan Cartridge Each 1 BO511434
22 Magenta Cartridge Each 1 B0511435
23 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
24 Color Stix - Black w/fuser wiper Box 8 B0848695
25 Color Stix - Cyan Box 8 B0848698
26 Color Stix - Magenta Box 8 B0848704
27 Color Stix - Yellow Box 8 B0848705
TEKTRONIX PHASER II SUPPLIES:
28 3 Color Roll Each 1 B0512909
29 Black Roll Each 1 016090400
30 Letter Size Transparencies Box 50 B0512910
31 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
32 Letter Size Paper Box 100 016118300
33 Letter Size Paper Box 100 B0848765
34 Black Roll Each 1 016118800
35 3 Color Roll Each 1 B0848786
36 Transparencies 8.5 x 11 Box 50 B0848746 ]
</TABLE>
A-26
<PAGE> 33
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
37 Colorcoat Roll Each 1 016122200 [
TEKTRONIX 340 SUPPLIES:
38 Color Stix - Black Box 3 B848707
39 Color Stix - Cyan Box 3 B848713
40 Color Stix - Magenta Box 3 B848715
41 Color Stix - Yellow Box 3 B848717
42 Maintenance Tray Each 1 436029M01
43 Letter Size Paper Box 500 016136800
44 Transparencies 8.5 x 11 Box 50 B0848743
45 Cleaning Kit Each 1 016134100
LASERJET SUPPLIES:
46 LaserJet I Toner Each 1 B0160114
47 LaserJet II Toner Each 1 B0160113
48 LaserJet IV Toner Each 1 B0320088
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
49 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI
SUPPLIES:
50 Black Cartridge Each 1 B0316695
HP LASERJET II, III SUPPLIES:
51 Black Cartridge Each 1 B0160113
HP LASERJET 5M SUPPLIES:
52 Black Cartridge Each 1 B0848673
HP LASERJET 5SI SUPPLIES: *
53 Black Cartridge Each 1 B0848670
HP 2000 SUPPLIES:
54 Black Cartridge Each 1 B0160109
HP LASER SUPPLIES:
55 8.5 x 11 Transparency/MMMCG Box 50 T3M01866
3300
DEC 3500 SUPPLIES:
56 Black Cartridge Each 1 TDELN14XAA
QMS860 SUPPLIES:
57 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
58 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER
SUPPLIES:
59 Black Cartridge Each 1 SPRN20TONERKT
RS7120 SUPPLIES:
60 Cardboard Transparencies Box 20 T3M07368
Frames
IBM 4029/4039/4079 SUPPLIES:
61 4029 Toner (10M copies) Each 1 B0512782
62 4029 Toner (10M copies) Each 1 B0316698
63 4039 Toner (10M copies) Each 1 B0512786
64 4039 Toner (20M copies) Each 1 B0512788
65 Black Cartridge-4079 Each 1 1380490
66 Cyan Cartridge-4079 Each 1 1380491
67 Magenta Cartridge-4079 Each 1 1380492
68 Yellow Cartridge-4079 Each 1 1380493
69 Coated Paper - Tabloid Box 200 1372079
70 Coated Paper - Letter Box 200 1372078 ]
</TABLE>
A-27
<PAGE> 34
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
71 Transparencies 8.5 x 11 Box 50 1372083 [
COMPAQ PAGEMARC SUPPLIES: *
72 Toner Ct 1 B0511466 ]
</TABLE>
A-28
<PAGE> 35
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Powertrain Operations Engine & Electrical
Engineering (Poee)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Management of select
general office supplies 4) Management of Fax Machines 5) Plotter administration
6) Engineering File Storage (Aperture Card) and reproduction
[
* ]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 4/30/98
[
* ]
A-29
<PAGE> 36
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford ROB
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE:
[
* ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: Until replaced (started Jun,97)
[
* ]
NEW INITIATIVES:
A-30
<PAGE> 37
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Advanced Vehicle Technology - Robalo
Technical Center
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Management of building wide self serve copying machines
and paper supplies.
[
* ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN,
ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 07/21/97
[
* ]
NEW INITIATIVES:
A-31
<PAGE> 38
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Technical Education (Tech-Ed)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of building wide self serve copying machines
and paper.
[
* ]
Cost plus 12% for copies and supplies.
QUANTITIES: As required by customer. No minimum or maximum established
with the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: Valid until replaced
[
* ]
NEW INITIATIVES:
A-32
<PAGE> 39
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Truck Operations Commercial Truck Vehicle
Center (TRMC)
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of building wide self serve copying machines
and related supplies, 2) Engineering File Storage (Aperture Card) and
reproduction.
[
* ]
Cost plus 12% for copies, file services and supplies.
QUANTITIES: As required by customer. No minimum or maximum established
with the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 10/22/97
[
* ]
A-33
<PAGE> 40
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford Large Front Wheel Drive Vehicle Center -
VC2 East & West
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building
wide self serve copying machines and related supplies, 3) Management of select
general office supplies.
[
* ]
QUANTITIES: As required by customer. No minimum or maximum established with
the exception of the fixed service management fees.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN,
ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/31/97
[
* ]
A-34
<PAGE> 41
<TABLE>
<CAPTION>
SUPPLY DEPOT VC11 SUPPLIES
<S> <C> <C> <C> <C>
1 Mouse Pad 10.75" x 8.5"x .25" Blue Each 1 B0160164
2 3M Disk 3.5" DSHD 2MB Preformatted Box 10 B0160152 [
(1.44MB aftr format)
3 Cleaning Towelettes 40/40 Wet/Dry Texwipe Box 40 B0160080
4 4mm Data Cartriges 90 Meter 2GB Verbatim Each 1 B0316689
MVE88195FD
5 8mm Data Cartriges 2.2GB Verbatim Each 1 B0160141
MVE87698FD
HP DESKJET 1600C SUPPLIES:
6 Black Cartridge Each 1 B0511424
7 Cyan Cartridge Each 1 B0511434
8 Magenta Cartridge Each 1 B0511435
9 Yellow Cartridge Each 1 B0511436
10 Glossy Paper 8.5 x 11 Box 50 B0511444
11 Clear Transparencies 1.5 x 11 Box 50 B0511470
HP 1200C SUPPLIES:
12 Black Cartridge Each 1 B0511424
13 Cyan Cartridge Each 1 B0511434
14 Magenta Cartridge Each 1 B0511435
15 Yellow Cartridge Each 1 B0511436
TEKTRONIX PHASER III SUPPLIES:
16 Color Stix - Black w/fuser wiper Box 8 B0848695
17 Color Stix - Cyan sox 8 B0848698
18 Color Stix - Magenta Box 8 B0848704
19 Color Stix - Yellow Box 8 B0848705
TEKTRONIX PHASER II SUPPLIES: *
20 3 Color Roll Each 1 80512909
21 Black Roll Each 1 016090400
22 Letter Size Transparencies Box 50 B0512910
23 Letter Size Paper Box 1000 016089100
TEKTRONIX 2001/4681 SUPPLIES:
24 Letter Size Paper Box 100 016118300
25 Letter Size Paper Box 100 B0848765
26 Black Roll Each 1 016118800
27 3 Color Roll Each 1 B0848786
28 Transparencies 8.5 x 11 Box 50 B0848748
29 Colorcoat Roll Each 1 016122200
TEKTRONIX 340 SUPPLIES
30 Color Stix- Black Box 3 B848707
31 Color Stix - Cyan Box 3 B848713
32 Color Stix - Magenta Box 3 B848715
33 Color Stix - Yellow Box 3 B848717
34 Maintenance Tray Each 1 436029MO1
35 Letter Size Paper Box 500 016136800
36 Transparencies 8.5 x 11 Box 50 B0848743
37 Cleaning Kit Each 1 016134100
HP LASERJET 4,4M,4+,4M+ SUPPLIES:
38 Black Cartridge Each 1 B0681842
HP LASERJET 3SI, 4SI SUPPLIES:
39 Black Cartridge Each 1 B0316695 ]
</TABLE>
A-35
<PAGE> 42
<TABLE>
<S> <C> <C> <C> <C>
HP LASERJET II, III SUPPLIES:
40 Black Cartridge Each 1 B0160113 [
HP LASERJET 5M SUPPLIES:
41 Black Cartridge Each 1 B0848673
HP LASERJET 5SI SUPPLIES:
42 Black Cartridge Each 1 B0848670
HP 2000 SUPPLIES:
43 Black Cartridge Each 1 80160109
HP LASER SUPPLIES:
44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3M01866
DEC 3500 SUPPLIES:
45 Black Cartridge Each 1 TDELN14XAA
QMS860 SUPPLIES: *
46 Black Cartridge Each 1 B0512793
SUNSPARC LASER SUPPLIES:
47 Black Cartridge Each 1 SPRNTONER
SUN NEWSPRINTER LASER SUPPLIES:
48 Black Cartridge Each 1 SPRN20TONERKT
RS7120 SUPPLIES:
49 Cardboard Transparencies Frames Box 20 T3M07368
HP LASERJET 4MV Each 1 B0848671
Lexmark 4097, 8.5xl1 coated paper Box 200 IBMI372078 ]
</TABLE>
A-36
<PAGE> 43
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Satellite Operations
CUSTOMER/ORGANIZATION NAME: Ford World Headquarters
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and
related supplies
[
* ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany Settlement
BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite
billing system in production to replace manual
production of billing).
SPECIAL TERMS:
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: N/A EXPIRATION DATE: 12/31/97
[
* ]
NEW INITIATIVES:
A-37
<PAGE> 44
WARRANTY PROCESS IMPROVEMENT
B-1
<PAGE> 45
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Warranty Specialist Program
CUSTOMER/ORGANIZATION NAME: FCSD - Europe
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): BPO on Ford Germany, Payment:
Britain from Ford Britain, Rest of Europe from Germany
SCOPE OF SERVICE: Field specialists to implement warranty process improvements
in Ford dealerships, train dealers in warranty and policy changes and achieve
warranty cost reductions. In some markets GRI also operates Telephone Prior
Approval.
[
* ]
QUANTITIES: As required by Ford, currently 61 heads in Europe.
PAYMENT TERMS: Monthly
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED:
Britain, Germany, Spain, France, Italy, Austria, Belgium, Denmark, Finland,
Ireland, Netherlands, Norway, Portugal, Sweden, Switzerland
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA I
PN#: 64248 EXPIRATION DATE: Current Releases cover Jan. to
June 1997.
New Releases commencing July are in process.
[
* ]
B-2
<PAGE> 46
NEW INITIATIVES: Upgraded process management, improved reporting and analysis of
results.
B-3
<PAGE> 47
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: WPI (Warranty Process Improvement)
CUSTOMER/ORGANIZATION NAME: FCSD
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): FORD AUSTRALIA
SCOPE OF SERVICE: Field specialists to implement warranty process improvements
in Ford dealerships, train dealers in warranty and policy changes and achieve
warranty cost reductions.
In addition, GRI assists Ford in processing normal dealer warranty prior
approval requests.
Re-write of Warranty & Policy Manual (equivalent to Section F in the European
Manual). Due date November 1997. Timing on schedule. Work undertaken by
dedicated head. This service was covered in the original quotation and is
covered in the PO.
[
* ]
QUANTITIES: A minimum staff level of 1 Project Manager, 4 Field Consultants,
and 2 Telephone Consultants will be maintained by GRI.
PAYMENT TERMS: Net 30 days
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: In addition to the work specified above, GRI will also
undertake a rewrite of Ford of Australia's Warranty & Policy Manual.
COUNTRY(S) ADMINISTERED: Australia
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: B 518025 EXPIRATION DATE: 31/3/99
[
* ]
B-4
<PAGE> 48
[ *
]
NEW INITIATIVES: Pilot WPI implementation in New Zealand scheduled for September
1997 with roll-out of full program in January 1998. Note: Management will be by
current WPI Project Manager and implementation by 2 new NZ based field
consultants.
B-5
<PAGE> 49
GRI PROGRAM DESCRIPTION TEMPLATE
WARRANNTY PROCESS IMPROVEMENT - PRICING STRUCTURE
LOCAL CURRENCY
[
Britain
Germany
Spain
France
Italy
Austria
Belgium
Denmark
Finland
Ireland
Netherlands
Norway
Portugal
Sweden
Switzerland
*
Britain
Germany
Spain
France
Italy
Austria
Belgium
Denmark
Finland
Ireland
Netherlands
Norway
Portugal
Sweden
Switzerland
]
B-6
<PAGE> 50
CUSTOMER ASSISTANCE CENTERS
(CAC)
C-1
<PAGE> 51
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Nordic CAC
CUSTOMER/ORGANIZATION NAME: Ford Denmark, Finland, Norway and Sweden
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Sweden
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns, supply
related information or act pro-actively using customer database in marketing
campaigns.
[
*
]
QUANTITIES: Currently 8 heads
PAYMENT TERMS: Monthly in arrears, 30 days credit
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Denmark, Finland, Norway and Sweden.
IDENTIFY ANY CURRENT PRACTICES THAT DO DOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 97000196 EXPIRATION DATE: 31/08/97
[
*
]
NEW INITIATIVES: PN was issued for 11 month (Feb. to Dec. 1997) but
consequently terminated by Ford as per Aug. 31, due to budget restrains. Ford
plan is to reduce work force and to relocate CAC's to the individual Ford
offices. Our initiative is to bid for the relocated operation.
C-2
<PAGE> 52
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Customer Assistance Center
CUSTOMER/ORGANIZATION NAME: FCSD Spain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns, supply
related information or act pro-actively using customer database in marketing
campaigns.
[
*
]
QUANTITIES: As required by customer, currently 22 employees.
PAYMENT TERMS: Net 30th.
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Spain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 438266 // 436853 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
C-3
<PAGE> 53
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Customer Assistance Center
CUSTOMER/ORGANIZATION NAME: FCSD Italy
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns, supply
related information or act pro-actively using customer database in marketing
campaigns.
[
*
]
QUANTITIES: As required by Customer, currently 15 employees.
PAYMENT TERMS: 30 days after invoices presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 1380/1376/2079 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
C-4
<PAGE> 54
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Customer Assistance Center
CUSTOMER/ORGANIZATION NAME: FCSD Germany
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns, supply
related information or act pro-actively using customer database in marketing
campaigns. Handling of customer correspondence.
[
*
]
QUANTITIES: Number of telephone agents determined by Ford, currently 16
employees.
PAYMENT TERMS: 30 days net
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Germany
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN# 64376 (+ CHANGE NOTICES) EXPIRATION DATE: 31.10.1998
[
*
]
NEW INITIATIVES: Possible expansion to cover vehicle sales/marketing.
C-5
<PAGE> 55
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Customer Assistance Center
CUSTOMER/ORGANIZATION NAME: FCSD France
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns, supply
related information or act pro-actively using customer database in marketing
campaigns.
[
*
]
Expense for travel (if required) are charged at costs.
QUANTITIES: As required by customer and depending on volume, currently 30
employees.
PAYMENT TERMS: Net 30th/45th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: FRANCE
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 75210 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
C-6
<PAGE> 56
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: CAC (Customer Assistance Centre)
CUSTOMER/ORGANIZATION NAME: FCSD
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Australia
SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers,
dealers/retailers and manufacturer in order to resolve customer concerns,
supply related information or act pro-actively using customer database in
marketing campaigns.
[
*
]
QUANTITIES: Staff level determined by GRI in order to deliver agreed Service
Level. In case of additional heads being necessary as result of volume increases
terms will be renegotiated. A minimum staff level of 1 Project Manager, 1
Supervisor, 3 Team Leaders, 8 CSR's, and 1 Administrative/Clerical will be
maintained by GRI.
PAYMENT TERMS: Net 14 days
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: Staffing levels vary according to call and correspondence
volumes as defined by the contract.
COUNTRY(S) ADMINISTERED: Australia
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: NP 546513 EXPIRATION DATE: 9/12/99
[
*
]
NEW INITIATIVES: Negotiations are currently underway for GRI to run Ford of New
Zealand's CAC from the Ford of Australia CAC facility.
C-7
<PAGE> 57
RAPID FIT
D-1
<PAGE> 58
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Quick Lane
CUSTOMER/ORGANIZATION NAME: Ford Customer Service Division
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Expert industry specialist support for the development
of the Ford US Quick Lane pilot program.
[
*
]
QUANTITIES: Currently one head.
PAYMENT TERMS: Net l5th/30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Two day training of dealer staff at each of four pilot dealers. Cost borne by
GRI.
REFERENCE DATA
PN#: 2460-030929 EXPIRATION DATE: 05/19/98
[
*
]
NEW INITIATIVES: Working toward a national roll-out. Pilot phase will continue
for the remainder of 1997.
D-2
<PAGE> 59
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: RapidFit
CUSTOMER/ORGANIZATION NAME: FCSD Britain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain
SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer
business cases for the implementation of the RapidFit program, assist dealers in
implementing Ford Rapidfit facilities and maintain standards, train dealer
staff, provide guidance in pricing of RapidFit services and
advertising/promotion activities, measure individual dealer and national
results.
[
*
]
QUANTITIES: As determined by customer, currently 14 incl. Project Manager
PAYMENT TERMS: Net 24th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Britain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 09028 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
D-3
<PAGE> 60
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Rapid Fit
CUSTOMER/ORGANIZATION NAME: Ford of Spain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain
SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer
business cases for the implementation of the RapidFit program, assist dealers in
implementing Ford Rapidfit facilities and maintain standards, train dealer
staff, provide guidance in pricing of RapidFit services and
advertising/promotion activities, measure individual dealer and national
results.
[
*
]
QUANTITIES: 4 specialists as required by customer.
PAYMENT TERMS: Net 30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Spain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 438288 EXPIRATION DATE: 31/12/97
[
*
]
D4
<PAGE> 61
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: RapidFit
CUSTOMER/ORGANIZATION NAME: FCSD Italy
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy
SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer
business cases for the implementation of the RapidFit program, assist dealers in
implementing Ford Rapidfit facilities and maintain standards, train dealer
staff, provide guidance in pricing of RapidFit services and
advertising/promotion activities, measure individual dealer and national
results.
[
*
]
QUANTITIES: As required by Ford, currently 4 specialists.
PAYMENT TERMS: 30 days after invoices presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 1923 EXPIRATION DATE: 31/05/98
1996 REVENUE: 1997 REVENUE YTD (3/31/97):
[
*
]
D-5
<PAGE> 62
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: RapidFit Canada
CUSTOMER/ORGANIZATION NAME: FCSD Canada
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Canada
SCOPE OF SERVICE: GRI Program Manager to support the development of the "Fast
Lane" concept and the implementation and operation of the program at selected
Pilot Dealers
[
*
]
QUANTITIES: As determined by customer
PAYMENT TERMS: Quarterly
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Canada
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Provision of additional specialist resources for 3.5 months during April - June
1997.
REFERENCE DATA
PN#: BPO 446052 EXPIRATION DATE: 30 Sept. 1997
[
*
]
NEW INITIATIVES: Possible national program roll-out late 1997
D-6
<PAGE> 63
SERVICE UPGRADING PROGRAM (DPI)
E-1
<PAGE> 64
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading Program (DPI)
CUSTOMER/ORGANIZATION NAME: Ford Sweden and Ford Norway
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Sweden and Ford Norway
SCOPE OF SERVICE: Provision of field based specialists in local markets to
implement the Ford Service Upgrading Program in Ford dealerships.
[
*
]
QUANTITIES: Sweden 1 head / Norway 1 head
PAYMENT TERMS: Monthly in arrears
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Norway, Sweden
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from individual
markets and creating European reports. Co-ordination of European and other
markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: 97000212,97000526,97000138, 97000139 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
E-2
<PAGE> 65
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading Program (DPI)
CUSTOMER/ORGANIZATION NAME: Ford of Spain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships and provision of a local Project
Manager/Team Leader.
[
*
]
QUANTITIES: As required by Ford, currently 1 Team Leader and 8 Specialists
PAYMENT TERMS: Net 30th.
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Spain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from individual
markets and creating European reports. Co-ordination of European and other
markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: 438459 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
Providing additional consultants for Ford DPI program initially for a limited
period.
E-3
<PAGE> 66
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading (DPI)
CUSTOMER/ORGANIZATION NAME: FCSD Italy
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships and provision of a local Project
Manager/Team Leader.
[
*
]
QUANTITIES: As required by Ford, currently 1 Team Leader and 9 Specialists.
PAYMENT TERMS: 30 days after invoices presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from
individual markets and creating European reports. Co-ordination of European and
other markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: 1335 EXPIRATION DATE: 31/01/98
[
*
]
NEW INITIATIVES:
E-4
<PAGE> 67
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading (DPI)
CUSTOMER/ORGANIZATION NAME: FCSD Ireland
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Ireland
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships.
[
*
]
QUANTITIES: As required by Ford, currently 1 Specialist.
PAYMENT TERMS: 30 days after invoice presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from individual
markets and creating European reports. Co-ordination of European and other
markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: EXPIRATION DATE: 31/01/98
[
*
]
NEW INITIATIVES:
E-5
<PAGE> 68
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading (DPI)
CUSTOMER/ORGANIZATION NAME: FCSD-E/NSC's
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany, Belgium,
Netherlands
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships and provision of a local Project
Manager/Team Leader.
[
*
]
QUANTITIES: Number of consultants agreed with Ford currently 2 in Belgium and 4
in the Netherlands.
PAYMENT TERMS: 30 days net
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Belgium, Netherlands
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from individual
markets and creating European reports. Co-ordination of European and other
markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN# Netherlands 97000281 and 97000773; EXPIRATION DATE: not fixed; 6 months
notice Belgium 97000212
[
*
]
E-6
<PAGE> 69
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service Upgrading (DPI)
CUSTOMER/ORGANIZATION NAME: FCSD France
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships and provision of a local Project
Manager/Team Leader.
[
*
]
QUANTITIES: Depending on number of dealers on program.
PAYMENT TERMS: Net 30th / 45th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: FRANCE
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Consolidation of key measurables from individual
markets and creating European reports. Co-ordination of European and other
markets through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: 75385 EXPIRATION DATE: 31/12/97
[
*
]
NEW INITIATIVES:
E-7
<PAGE> 70
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Service 2000
CUSTOMER/ORGANIZATION NAME: FCSD
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Australia
SCOPE OF SERVICE: Provision of field based specialists to implement the Ford
Service Upgrading Program in Ford dealerships and provision of a local Project
Manager/Team Leader. Assistance with assessment and selection of suitable
dealers for the program.
[ * ]
QUANTITIES: A minimum staff level of 1 Project Manager, 8 Field Consultants,
and 1 Administrative/Clerical will be maintained by GRI.
PAYMENT TERMS: Net 14 days
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: Start up staffing levels will be dependent on initial
sign-up rate of dealers.
COUNTRY(S) ADMINISTERED: Australia
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Services not included in PN's: Co-ordination of European and other markets
through dedicated GRI SUP Operations Manager.
REFERENCE DATA
PN#: Purchase Request A42322 EXPIRATION DATE: Proposed as 31/12/00
[ * ]
1997 BUDGETED REVENUE: N.A.
[ * ]
E-8
<PAGE> 71
MAIL SERVICES
F-1
<PAGE> 72
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Mail Services Operations
CUSTOMER/ORGANIZATION NAME: Ford Motor Company
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Collection, sorting, posting, distribution and delivery of
U.S. and interoffice mail for Ford Motor Company in SE Michigan. Preparation of
overseas express carrier packages. Special couriers services for executive staff
throughout SE Michigan.
[
*
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany settlements
BILLING SYSTEMS USED: Avanti
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
F-2
<PAGE> 73
REFERENCE DATA
PN#: N/A EXPIRATION DATE: N/A
[
* ]
NEW INITIATIVES: Contacts at individual building locations are pursued that
provide specialized on-site mail services. These revenues are above and beyond
the assessed amounts of the primary services defined above.
F-3
<PAGE> 74
COMPUTER OUTPUT TO MICROFILM (COM)
G-1
<PAGE> 75
EDUCATION TRAINING AND DEVELOPMENT (ET&D)
H-1
<PAGE> 76
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: ET&D (FORD EDUCATION TRAINING AND DEVELOPMENT)
CUSTOMER/ORGANIZATION NAME: ET&D
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): FORD US
SCOPE OF SERVICE: Turn-key managed training services, providing on-site design
and development, administration, and plant training management. Current (7/l/97)
levels of billed support are as follows: 52 Design and Development
professionals, 4 Financial Analysts, 7 systems and support specialists, 13
clerical personnel, 10 training coordinators, 42 Plant Training Development
Leaders, or TDLs (including 3 regional supervisiors), and 1 Project Manager.
These TDLs are located in every Vehicle Operations Plant in the US and CANADA.
Additional Plants are as follows: Vulcan/Woodhaven Forge (Powertrain Division),
Connersville (Automotive Products Division) and Dearborn Glass (Automotive
Products Division)
[
*
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Net 15th/30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States and Canada
[
*
]
H-2
<PAGE> 77
REFERENCE DATA
PN#: 8840-914516 EXPIRATION DATE: 12/31/97
[
*
]
NEW INITIATIVES: We continue to negotiate increasing levels of service that may
include additional products (e.g. instructors, additional management services,
etc.). Ford is considering dividing the current PN into seven (7) separate PNs
aligned with their internal organization.
H-3
<PAGE> 78
TECHNICAL HOTLINE
I-1
<PAGE> 79
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Dealer Technical Helpline (Hotline)
CUSTOMER/ORGANIZATION NAME: FCSD - Europe
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford of Europe
SCOPE OF SERVICE: The purpose of the Hotline is to provide Ford
Dealers with a telephone service to assist with the
resolution of technical concerns with Ford
vehicles. When a Dealer is unable to resolve a
concern using normal procedures and technical data,
he will contact the Hotline for specialised
assistance. The service is provided from 6 Centers
to 15 WEurope markets and newly 150 other
countries.
PRICING: See attached price list.
QUANTITIES: Agreed headcount by Center / market (presently 52).
PAYMENT TERMS: As Ford of Europe terms (ie 60 days): however,
payment typically received within 30 days.
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Primarily Western Europe (UK, Ireland, Norway,
Sweden, Finland, Denmark, Germany, Austria,
Switzerland, Belgium, Netherlands, France, Spain,
Portugal, Italy) plus nearly 150 other countries
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Added services not in PN:-
- - Monthly reporting to National Sales Companies, FCSD-Europe and FCSD-US for
Global Hotline
- - Audio and ICE Hotline integrated
- - Radio KeyCode support integrated
- - Campaign, Recall and Field Investigation support
- - Running pan-European Technical Concerns clinics
- - Inward facing (ie Ford) technical support (eg Literature errors, FDS 'bugs')
Services in PN not performed:-
- - Not Applicable
REFERENCE DATA
PN#: 64247 EXPIRATION DATE: 31-March-2000 ('rolling' 3 years)
[
*
]
NEW INITIATIVES:
- - Process Computer Modelling - Computer Predictive Call Modelling
- - Computer Telephony Integration - Real-time high definition video and
stills
- - Call Avoidance Program - Supplier Call Handling
I-2
<PAGE> 80
GRI PROGRAM DESCRIPTION TEMPLATE
TECHNICAL DEALER HOTLINE
Annual Pricing Structure
CENTER [
Location
Service Charge
Reconciliation Charge *
Annual Total
Headcount
]
Notes:
Service charge Britain includes $85,800 for Project Management.
Annual Reconciliation Items
- - Balance of Telephone Calls
- - Non-Commissionable Items
- - Travel
- - Training and Recruitment
- - Stationery
- - Petrol, Oil, Diesel etc
- - Storage
- - Taxes, Duties etc
- - Insurances
- - Post, Freight etc
Telephone Calls include a 'fixed' 3% margin
Non-commissionable items are not permitted a mark-up
I-3
<PAGE> 81
TECHNICAL FIELD ENGINEERS
J-1
<PAGE> 82
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Technical Field Engineers
CUSTOMER/ORGANIZATION NAME: FCSD - Britain
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford Britain
SCOPE OF SERVICE: The purpose of the service is to provide
regionally-based field team of competent technical
staff to assist Dealers in product concern
diagnosis
PRICING: See attached price list
QUANTITIES: Agreed headcount (presently 10).
PAYMENT TERMS: As Ford of Europe terms (ie 60 days): however,
payment typically received within 30 days.
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: GBritain
Note: France and Italy also administered by
separate contracts
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
Added services not in PN:-
- - Investigation of critical concerns
- - Verification of Service 'Fixes'
- - Submission of Express Service Reports (ESRs), and, weekly concern and quality
reports
- - Special surveys
- - Campaign and Recall investigation and support
- - Liaison with Customer Assistance Center on Commitment and 'high profile'
customer vehicles
- - Support for special events eg Wimbledon, Customer Clinics etc
Services in PN not performed:-
- - Not Applicable
REFERENCE DATA
PN#: 09018 EXPIRATION DATE: 31-March-2000 ('rolling' 3 years)
[
*
]
NEW INITIATIVES:
- - Investigation into digital picture (stills and video) transmission from and
to Dealers
J-2
<PAGE> 83
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Field Technical Engineer
CUSTOMER/ORGANIZATION NAME: FCSD Italy
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford Italy
Scope of Service: The purpose of the service is to provide regionally-
based field team of competent technical staff to
assist Dealers in product concern diagnosis
[
*
]
QUANTITIES: Agreed headcount (presently 10).
PAYMENT TERMS: 30 days after invoices presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 1384 EXPIRATION DATE: 31/12/97
[
*
]
J-3
<PAGE> 84
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: TECHNICAL FIELD ENGINEERS
CUSTOMER/ORGANIZATION NAME: FCSD France
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France
SCOPE OF SERVICE: The purpose of the service is to provide regionally-
based field team of competent technical staff to
assist Dealers in product concern diagnosis
[
*
]
QUANTITIES: Agreed headcount (presently 10).
PAYMENT TERMS: Net 30th/45th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: FRANCE
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: 75212 EXPIRATION DATE: 31/12/97
[
*
]
J-4
<PAGE> 85
GRI PROGRAM DESCRIPTION TEMPLATE
TECHNICAL FIELD ENGINEERS
Pricing Structure
[
*
]
J-5
<PAGE> 86
ENGINEERING RECORDS CENTER
K-1
<PAGE> 87
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Engineering Records Center
CUSTOMER/ORGANIZATION NAME: Ford US
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Reproduction, and distribution of Ford Motor Company
engineering drawings. Production and storage of aperture cards and full size
files.
[
*
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Intercompany settlements
BILLING SYSTEMS USED: Avanti
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
REFERENCE DATA
PN#: FMOFB BKBO 106842 EXPIRATION DATE: 04/03/98
[
*
]
NEW INITIATIVES: Consolidation of 60+ filerooms throughout SE Michigan; value
approximately $1.4 million.
K-2
<PAGE> 88
ENGINEERING RECORDS & MICROFORMS
[
*
]
K-3
<PAGE> 89
[
*
]
K-4
<PAGE> 90
[
*
]
K-5
<PAGE> 91
ELECTRONIC DATA MANAGEMENT
L-1
<PAGE> 92
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: WISE (Worldwide Integrated Standards for Engineering)
CUSTOMER/ORGANIZATION NAME: ESSE (Engineering Standards and System
Engineering), formally ASES
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Create, maintain, manage, and electronically deploy Ford
worldwide product standards, design and material specifications, and vehicle
requirements to Ford Product Development and suppliers.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Monthly billing
BILLING SYSTEMS USED: Avanti (electronic withdraw)
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States and Europe
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
EDM provides a program management infrastructure to support the WISE effort.
This includes systems development, systems administration, project management,
helpdesk support (US and Europe), and production support.
REFERENCE DATA
PN#: Contract Letter of Intent - signed 11 August 94 ($59,000) and 17 February
95 ($17,400), new contract currently in negotiation - 5 years $85,000 per month
+ 7% annual increase.
EXPIRATION DATE: 11 August 97
[ * ]
L-2
<PAGE> 93
NEW INITIATIVES: We continue to negotiate increasing levels of service that may
include additional products and services. This is reflected in the new contract
currently under negotiation.
L-3
<PAGE> 94
GRI PROGRAM DESCRIPTION TEMPLATE
Electronic Data Management - project 2800740
PROGRAM NAME: DocMan
CUSTOMER/ORGANIZATION NAME: Timing, Release & Material Control (TRMC)
MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford US
[ * ]
SCOPE OF SERVICE: aperture card archive loading, storage, Web site hosting, and
remote hardcopy distribution solution
QUANTITIES: No quantities on system accesses. Drawing on Demand (scanned
cards 200/day)
PAYMENT TERMS: Monthly Billing
BILLING SYSTEMS USED: Avanti (Electronic withdraw)
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
The DocMan user group is identified for measurement reporting. The metrics are
established as;
1) system up-time
2) help desk support
3) drawing-on-demand service
4) data loading time
REFERENCE DATA
PN# : Contract Letter of Intent - signed 4/17/97 EXPIRATION DATE: none
[ * ]
L-4
<PAGE> 95
NEW INITIATIVES:
This project has the ability to negotiate remote repositories at a fee of
$250,000 per site. Brazil was the first instance of this and logical candidates
such as Europe, Australia and other Ford locations.
L-5
<PAGE> 96
GRI PROGRAM DESCRIPTION TEMPLATE
Electronic Data Management - project number 2800750
PROGRAM NAME: JVCarr /Purchasing Conversion Services
CUSTOMER/ORGANIZATION NAME: Ford Purchasing
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: remote document disassembly, scanning, and reassemble
[ * ]
QUANTITIES: estimated through put of 245,000 images per month
PAYMENT TERMS: Monthly Billing
BILLING SYSTEMS USED: Avanti (Electronic withdraw)
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: United States
1) IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES
NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE
PN, ETC.:
REFERENCE DATA
PN#: Addendum Contract Letter - signed April 1997
Original Contract Signed July 1996 EXPIRATION DATE: none
First Billing Effective May 1, 1997
[ * ]
NEW INITIATIVES:
[ * ]
The Ford Human Resources pilot PN has been approved. On-going conversion
services to be derived from pilot and production award pending.
L-6
<PAGE> 97
EXTENDED SERVICE PLAN (ESP)
M-1
<PAGE> 98
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: ESP Administration
CUSTOMER/ORGANIZATION NAME: FCSD
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US
SCOPE OF SERVICE: Administration services in support of the Ford Extended
Service Plan, including File Maintenance, Fileroom, Mailroom, Time Payment,
Direct Mail, Contract Cancellations, Contract Transfers, Claims Handling and
supporting supervisory activities.
[ * ]
QUANTITIES: Variable, as required depending on volume and approved by customer.
PAYMENT TERMS: Net l5th/30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: Overtime billed at 1.3 times regular rate
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC:
None
REFERENCE DATA
PN#: FMOFB BKBO 104511 EXPIRATION DATE: 03/31/99
[ * ]
NEW INITIATIVES: Working with customer to take on Mazda contract registrations
in conjunction with American Road Insurance Operations (Ford Credit).
Targeted to launch in July. Possible extension of ESP administration to cover
Canada.
M-2
<PAGE> 99
EXTENDED SERVICE PLAN (ESP) PRICING
PERSONNEL [
Project Manager
Section Secretary
Unit Supervisor
Administrative Assistant
Hotline Group Leader
Service Representative
Systems Analyst
Reporting Analyst
FILE MAINTENANCE
Group Leader
Analyst
Registration/Verification Analyst
FILEROOM
Coordinator
Assistant
*
MAILROOM
Group Leader
Imaging Clerk
Mail Clerk
TIME PAYMENT
Group Leader
Specialist
Assistant
DIRECT MAIL
Group Leader
Specialist
Assistant
CANCELLATIONS
Group Leader
Specialist
Analyst
TRANSFERS
Group Leader
Transfers/Registration Analysts
Assistant
FLEET
Group Leader
Specialist ]
M-3
<PAGE> 100
Assistant [
ESP PRICING (CONTINUED)
CLAIMS
Group Leader
Claims Service Representative
FACILITIES
Monthly cost per Square Foot
Space & Utilities *
Furniture
Telephone System
Supplies
TOTAL
COURIER SERVICES
Vehicle Lease (per month)
Courier (per hour) ]
NOTE:
1) Overtime is calculated at 1.3 times the regular hourly rate.
2) All telephone bills, travel and miscellaneous expenses approved by Ford will
be rebilled at cost.
3) GRI's commitment for space will be for 2 years based upon customer input.
M-4
<PAGE> 101
JAGUAR OPERATIONS
N-1
<PAGE> 102
NEW BUSINESS EDM
Engineering Records Support Ford HR $575,000
Center
T-6
<PAGE> 103
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Jaguar Consolidated
CUSTOMER/ORGANIZATION NAME: Jaguar Cars
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Jaguar US
SCOPE OF SERVICE: Provide staffing within Jaguar US Headquarters' Customer
Assistance Center, Technical Center, and other departments such as Accounting,
Marketing, Public Affairs, etc.
[ * ]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Monthly
BILLING SYSTEMS USED: MICS
SPECIAL TERMS: Each employee may be reimbursed up to $1,800 per year
for training/education costs.
COUNTRY(S) ADMINISTERED: United States
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
PN#: None (contract only) EXPIRATION DATE: 12/31/98
[ * ]
NEW INITIATIVES:
N-2
<PAGE> 104
GRI PROGRAM DESCRIPTION TEMPLATE
JAGUAR SERVICES - BILL RATES
POSITION [ PROPOSED RATE
Accounting Clerk
Admin Assistant
Admin Assistant
Admin Assistant
Admin Assistant
Senior Admin Assistant
Cust Assist Rep
Cust Assist Center Admin
Consumer Affairs Specialist
Financial Analyst *
Marketing Coord
Media Support Coord
Parts Testing Supervisor
Parts Testing Tech
Program Coord
Public Affairs Assistant
Remarketing Analyst
Secretary
Service Technician
Warranty Specialist ]
N-3
<PAGE> 105
FORD ACCIDENT REPAIR PROGRAM
(BODY SHOP)
O-1
<PAGE> 106
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Bodyshop
CUSTOMER/ORGANIZATION NAME: FCSD Belgium
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Belgium
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ * ]
QUANTITIES: Number of specialists as agreed with Ford, presently one.
PAYMENT TERMS: 30 days net
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Belgium
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
REFERENCE DATA
PN#: Belgium 97000211 EXPIRATION DATE: 31.12.1997 with option to prolong
[ * ]
NEW INITIATIVES: None
O-2
<PAGE> 107
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Bodyshop
CUSTOMER/ORGANIZATION NAME: FCSD France
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ * ]
QUANTITIES: As required by Ford, currently 4 employees.
PAYMENT TERMS: Net 30th / 45th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: FRANCE
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
REFERENCE DATA
PN#: 75083 EXPIRATION DATE: 31/12/97
[ * ]
NEW INITIATIVES:
O-3
<PAGE> 108
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Bodyshop
CUSTOMER/ORGANIZATION NAME: FCSD Germany
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ *
]
QUANTITIES: Number of specialists agreed with Ford.
PAYMENT TERMS: 30 days net
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Germany
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN,
ETC.: None
================================================================================
REFERENCE DATA
PN#: 972568 EXPIRATION DATE: 31.12.1997 with option to prolong
[ *
]
NEW INITIATIVES:. None
O-4
<PAGE> 109
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Bodyshop
CUSTOMER/ORGANIZATION NAME: FCSD Italy
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ *
]
QUANTITIES: As required by Customer, currently 5 specialists.
PAYMENT TERMS: 30 days after invoices presentation
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
REFERENCE DATA
PN#: 1924 EXPIRATION DATE: 30/06/98
[ *
]
NEW INITIATIVES:
O-5
<PAGE> 110
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Bodyshop
CUSTOMER/ORGANIZATION NAME: FCSD Spain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ *
]
QUANTITIES: 3 specialists as required by Ford.
PAYMENT TERMS: Net 30 th.
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Spain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
REFERENCE DATA
================================================================================
PN#: 439291 EXPIRATION DATE: 31/12/97
[ *
]
NEW INITIATIVES:
0-6
<PAGE> 111
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Accident Repair Center Program (Bodyshop)
CUSTOMER/ORGANIZATION NAME: FCSD Britain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain
SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in
implementing and maintaining Ford Authorized Bodyshop standards, promoting
dealer body and paint repair business, liaising with insurance companies to
secure Ford dealers as a preferred source of repair.
[ *
]
QUANTITIES: 7 employees
PAYMENT TERMS: net 24th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Britain
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
In previous year employees were paid a year end bonus mutually agreed between
Ford and GRI. 50% of bonus was paid by GRI.
================================================================================
REFERENCE DATA
PN#: 420828 EXPIRATION DATE: 31/12/97
NEW INITIATIVES:
O-7
<PAGE> 112
WARRANTY CLAIMS ASSESSORS
P-1
<PAGE> 113
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Warranty Claims Assessors
CUSTOMER/ORGANIZATION NAME: Ford Germany
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany
SCOPE OF SERVICE: Assessing of dealer warranty and policy claims within
delegated authority, handling of telephone inquiries from dealers, policy
telephone prior approval, approval of paint repairs and general administartion
support related to warranty and policy claims.
[ *
]
QUANTITIES: Depending on claims volume.
PAYMENT TERMS: 30 days net
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Germany
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
REFERENCE DATA
PN#:64392 EXPIRATION DATE: 31.12.1999
[ *
]
NEW INITIATIVES:
P-2
<PAGE> 114
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Warranty Administration
CUSTOMER/ORGANIZATION NAME: FCSD - Britain
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain
SCOPE OF SERVICE: Assessing of dealer warranty and policy claims within
delegated authority, handling of telephone inquiries from dealers, policy
telephone prior approval, approval of paint repairs and general administartion
support related to warranty and policy claims.
[ *
]
QUANTITIES: As required by Ford, currently 16 employees incl. a Team Leader.
PAYMENT TERMS: Monthly
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: Britain I
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
Reference Data
PN#: 519075 Expiration Date: 31ST DECEMBER 1997
[ *
]
P-3
<PAGE> 115
ADTEAM
Q-1
<PAGE> 116
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: ADTEAM
CUSTOMER/ORGANIZATION NAME: Ford US & UK
MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Worldwide
(Currently Mexico, Canada,
Germany, UK, & Portugal)
SCOPE OF SERVICE: Sole source process for the negotiation, award,
administration, and payment of consultancy, research, and training services
procured by Facilities, Materials and Services Purchasing for Ford Motor
Company.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Immediate
BILLING SYSTEMS USED: CPARS PN's - Wire Transfer upon electronic payment
approval.
*Currently: Manual & COSMIC PN's - Manually
SPECIAL TERMS: Function as an agent for Ford
COUNTRY(S) ADMINISTERED: United States and United Kingdom
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING GENERAL AGREEMENT AND/OR BLANKET ORDER. EXAMPLES INCLUDE ADDITIONAL
SERVICES NOT DESCRIBED IN THE AGREEMENT OR BLANKET ORDER, SERVICES NOT PERFORMED
THAT ARE IDENTIFIED IN THE AGREEMENT OR BLANKET ORDER, ETC.: ADTEAM represents
Ford Facilities, Materials & Services Purchasing (FM&SP) on various Ford
procurement related committees, as well as at customer and supplier meetings.
Also, ADTEAM serves as liaison between the customer, supplier, and Ford's Office
of General Council (OGC) on terms and conditions issues. Additionally, ADTEAM
monitors orders released against the established blanket order for their service
content as it relates to the scope of our contract Orders received which are not
within our scope are addressed with FM&SP.
Q-2
<PAGE> 117
================================================================================
REFERENCE DATA
MASTER AGREEMENT EXPIRATION DATE: 02/01/98
BLANKET ORDER#: BKBO 103971 EXPIRATION DATE: 02/01/99
[ *
]
NEW INITIATIVES: * ADTEAM is in final testing of an automated/consolidated
billing file feed into Ford's CCAPS system. This will reduce payment timing from
approximately 3-4 weeks to 1-2 days for those invoices associated with manual
and COSMIC PN's.
ADTEAM has also begun our Quality initiative, targeting ISO 9000 certification
in 1997.
Q-3
<PAGE> 118
TRAINING SCHOOLS
R-1
<PAGE> 119
GRI PROGRAM DESCRIPTION TEMPLATE
PROGRAM NAME: Training Schools
CUSTOMER/ORGANIZATION NAME: FCSD
MASTER CONTRACT ORGANIZATIONS (SOURCE OF PAYMENT): Ford France (FOF)
Ford Italy (FOI)
SCOPE OF SERVICE: Turn-key managed training services, providing on-site
instructor services, facilities and equipment (where applicable), and
management.
[ *
]
QUANTITIES: As required by customer. No minimum or maximum established.
PAYMENT TERMS: Net 30th
BILLING SYSTEMS USED: Manual
SPECIAL TERMS: None
COUNTRY(S) ADMINISTERED: France and Italy
IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT
GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT
DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.:
None
================================================================================
REFERENCE DATA
PN#: France: 75213, 75214 EXPIRATION DATE: 12/31/97
Italy: 01381, 01382, 01383 EXPIRATION DATE: 12/31/97
[ *
]
NEW INITIATIVES: No significant new business initiatives at this time
R-2
<PAGE> 120
MISCELLANEOUS CONTRACTS
S-1
<PAGE> 121
<TABLE>
<CAPTION>
Country Contracts by Legal Blanket/PN Expiration date
SBU Master Contract Administered Contract Name Customer Entity Number Present New
--- --------------- ------------ ------------- -------- ------ ------ ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
APM N.A USA FSP FCSD Ford US 2460-802621 2/28/00
APM N.A USA Minority Dealership FCSD Ford US 2450-222276 12/31/96
APM Mexico Mexico Process Improvement FCSD Ford of Mexico N/A 12/31/96
APM UK France ACD Field Engineer FCSD Ford of Britain 555138 2/1/98
APM UK Italy ACD Field Engineer FCSD Ford of Britain 581980 12/31/96
APM UK Germany CDP FCSD Ford of Germany 64248 7/31/99
APM UK UK Dealer Representation FCSD Ford of Britain 669590 12/31/97
APM UK UK DPI FCSD Ford of Britain 230624 7/31/97
APM UK UK EDI FCSD Ford of Britain 177442 7/31/99
APM UK UK Extra Cover Admin. FCSD Ford of Britain 028419 12/31/96
APM UK Germany FastTrack FCSD Ford of Germany 64248 3/31/97
APM UK Sweden Fleet Comm. Centre FCSD Ford of Sweden 95000873 8/20/96
APM UK UK Ford Direct Supp. Ser. FCSD Ford of Britain 15211 1/31/98
APM UK UK National Central Billing FCSD Ford of Britain VARIOUS TBD
APM UK UK National Central Billing FCSD Ford of Britain 35105 TBD
APM UK UK Parts Quality Invest.
(Den) FCSD Ford of Britain 165384 12/31/96
</TABLE>
S-2
<PAGE> 122
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
APM UK UK Parts Quality Invest. (UK) FCSD Ford of Britain 373224 12/31/96
APM UK UK PCB FCSD Ford of Britain 522508 TBD
APM UK Netherlands SVO SVO Ford of Britain 09072 12/31/96
APM UK Sweden Transit Locator FCSD Ford of Sweden 96000451 4/30/97
APM UK Sweden Transit Zone Manager FCSD Ford of Sweden 95001359 11/30/96
APM UK UK Type Central Billing FCSD Ford of Sweden 95001359 11/30/96
APM UK UK VCI Export Market Liaison FCSD Ford of Britain FV174610 6/30/97
APM UK Germany Wiring Call In Program FCSD Ford of Germany 833561 9/30/99
APM UK UK Worldwide Exports FCSD Ford of Britain 520039 9/30/99
APM Spain Spain Accessories Marketing FCSD Ford of Spain 418593 12/31/96
APM Spain Spain Bus. Mgmt. Consultant FCSD Ford of Spain 407392-418237 12/31/96
APM Spain Spain Logistic System FCSD Ford of Spain 400899-412915 12/31/96
APM Spain Spain New Contract Transc. FCSD Ford of Spain 428710 12/31/96
APM Spain Spain Parts Analyst FCSD Ford of Spain 418281-418749- 12/31/96
435876
APM Spain Spain Parts Assistance Center FCSD Ford of Spain 40826-434016 12/31/96
APM Spain Spain Pricing Menu FCSD Ford of Spain 421462 12/31/96
APM Spain Spain Sales Process Improv. FCSD Ford of Spain 413704-419053 12/3/86
APM Spain Spain Suppliers Handling FCSD Ford of Spain Various 12/31/96
APM Spain Spain Warehouse Auditor FCSD Ford or Spain 418961 4/1/97
APM France France Commercial Engineer FCSD Ford of France 74016 12/31/96
</TABLE>
S-3
<PAGE> 123
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
APM France France Dealer Assistance Centre FCSD Ford of France 74057 12/31/96
APM France France Fleet Sales Assistant FCSD Ford of France 74034 12/31/96
APM France France Ford Comm. Network FCSD Ford of France 74504-74260 12/31/96
APM France France Homologation FCSD Ford of France 74051 12/31/96
APM France France Keyboarding FCSD Ford of France 74429-74122- 12/31/96
74447
APM France France Legal Assistance FCSD Ford of France 74506 12/31/96
APM France France Sales Analyst FCSD Ford of France 74342 12/31/96
APM France France Supplier Handling FCSD Ford of France Various 12/31/96
APM France France Warranty Assesor FCSD Ford of France 743368 12/31/96
APM France France Assistance Methode FCSD Ford of France 74343-74347 12131/96
APM France UK SVO SVO Ford Britain TBD TBD
APM Italy Italy Exchange Parts FCSD Ford of Italy 16377-13979 1/30/97
APM Germany Netherlands Core Accessories FoN FCSD Ford Netherland
B.V. 96000040 12/3/96
APM Germany Germany Fast Track FCSD Ford Werke AG N/A TBD
APM Germany Germany Hotline FCSD Ford Werke AG 64376 TBD
APM Germany Germany JAG Dealer Warranty FCSD Jaguar GmbH 04044 TBD
APM Germany Germany Parts Quality Invest G FCSD Ford Werke AG Various 12/31/97
APM Germany Switzerland Sub Dealer Agency FCSD Ford Motor 96000096 11/30/96
Company SWI
APM Germany Germany SVO FCSD Ford Motor BPOO9072 TBD
Company Ltd.
APM Germany Germany Techn Library FCSD Ford Werke AG 64390 5/30/97
</TABLE>
S-4
<PAGE> 124
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
_ APM Australia Australia WARPEC FCSD Ford of Australia TBD
| | TSD France France Ford Marketing Institute FMI Ford of France 74368 12/31/96
* TSD Spain Spain Ford Marketing Institute FMI Ford of France 419052-55&67, 12/31/96
|_| 421307-08
</TABLE>
S-5
<PAGE> 125
New Business
T-1
<PAGE> 126
NEW PROJECT INFORMATION - APM
<TABLE>
<CAPTION>
GRI OPERATION: UNITED STATES
- -----------------------------------------------------------
COUNTRY OF START DATE/ MONTHLY
PROJECT NAME PROJECT DESCRIPTION OPERATION PN/PO NO. STATUS ------------------
- --------------------- ---------------------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Fleet Central Billing - Central Billing services for Ford United States 2460-802621 Feb-97 [
US Fleet Program (U.S.)
Fleet Central Billing - 3 month analysis to identify United States G18 P097- Jul-97
Canadian Analysis Canadian business and system 102387
requirements to support Central
Billing in Canada.
Service Upgrading Current State Analysis and Pilot United States tbe Awaiting
program to implement the PN
Service Upgrading Program in
the United States.
NOTES: 1) Months 1-5 of Fleet Central billing - US billed at $29,488/month
2) Service Upgrading is a 6 month pilot, hence the
annual figure.
GRI OPERATION: GERMANY *
- -----------------------------------------------------------
CAC Handling of customer letters Germany 64376 April, 97
CAC Extension of present activity to Germany 64376 3rd quarter
improve accessibility 1997
CAC Direct mailing action for Scorpio Germany 64376 June, 97 ]
</TABLE>
T-2
<PAGE> 127
<TABLE>
<S> <C> <C> <C> <C> <C>
HOTLINE DealerTechnical Hotline for Germany t.b.e. mid Sept [
Mazda Germany, Project scope '97
similar to Ford
HOTLINE 4 ready-to-go work places for Germany 944240 January,
special telephone 97
marketing/service actions
HOTLINE Powertrain Pilot Hotline engineer Germany 521669 April,97
dedicated to a special task
HOTLINE Wiring call in, Hotline engineer Germany GRGB December,
dedicated to a special task contract 97
HOTLINE Extended export activity, Hotline Germany GRGB half
engineer dedicated to a special contract Febr. 97
task
BODY SHOP Extension from 3 to 5 Germany 972568 January, *
employees 97
SERVICE Training and piloting support Germany 944301 tbe
UPGRADING
SERVICE Development and pilot Brazil/ Germany 943863 February
UPGRADING Argentine ,97
SERVICE Menu Pricing Specialist working Netherlands 97000773 April,97
UPGRADING at Ford Netherlands
WPI WPI - New Holland Pilot Germany GRGB March,
contract 97
SERVICE Market Study/Current State Germany Order dated May, 97
UPGRADING Analysis with selected dealers for 25.4.1997
Mazda Germany
GRI OPERATION: BRITAIN
- -----------------------------------------------------------
WDMO Extended To extend the WDMO Hotline Germany 8500-14405 from mid
Service Hours service hours to provide 'real- to Apr '97 ]
time' support until mid-day Far East
Singapore - Service Costs for 6
month pilot
</TABLE>
T-3
<PAGE> 128
<TABLE>
<S> <C> <C> <C> <C> <C>
Powertrain Telephone To review proposed Dealer Germany 521669 1-Apr-97 [
Prior Approval repairs by telephone for
Powertrain, primarily Engine and
Transmission items) - 2 month
pilot
Powertrain Telephone To review proposed Dealer Germany tbe 1-Jun-97
Prior Approval repairs by telephone for
Powertrain, primarily Engine and
Transmission items) - 2 month
pilot extension
European On-Board To provide field data from Dealers Britain VVB 005928 14-Jul-
Diagnostics Program regarding FDS2000 and record Germany 97
findings which will be collated for Spain
design finalisation of EOBD - 5
month pilot
Mazda Technical As Ford Dealer Technical Germany t.b.e. mid Nov-
Hotline Hotline 97
launch
Parts Plus Parts Wholesaling consultancy Britain 493163 1-JUL-97
and management service to
Ford/Ford "Parts Plus" dealers
(to extend trade sales)
GRI OPERATIONS: FRANCE *
- -----------------------------------------------------------
WARRANTY Training on warranty procedures France 75093 Jan-97
TRAINING in the dealership or in a technical
training school
KEYBOARDING Keyboarding of datas for the Marketing 74485 Jan-97
(extension) department in CSD Ford France
DIFFUSION New Mail, printed documents ... 62686 Feb-97
Holland
MENU PRICING Extension at the SUP 75397 Mar-97
programme
FORD MEDIA To follow the costs of awaiting PN Jul-97
advertisements
GRI OPERATION: SPAIN
- -----------------------------------------------------------
DPI Provide Dealer support in Spain 435779 Jun-97
implementing Ford Dealer
standards.
CAC Extension to present CAC Spain 436853 Jan-97 ]
</TABLE>
T-4
<PAGE> 129
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
operation
SUP Extention to present SUP Spain 438459 Jun-97
project
Marketing Substitution of FCSD Marketing Spain 438399 Feb-97
Consultant Manager until December 1997.
OEW Launch,support sale and Argentina TBE Nov-97
administer Optional Extended
Warranty program for Ford
Argentina:
GRI OPERATION: ITALY
- -----------------------------------------------------------
DPI Parts Scope is to optimate processes Italy 1595 Mar-97
Upgrading implemented by SUP with focus
on Parts
Rapid Fit anage Rapid Service in Ford Italy 1923 Jun-97 *
Dealers in a professional way to
increase Customer Loyalty
Sub-Dealers Provide Ford Sub-Dealers field Italy 1952 Jul-97
business specialists to increase
Customer Loyalty and implement
the base of Service Upgrading.
Bodyshop Provide Ford Bodyshop Italy 1924 Jul-97
specialist to Ford dealers.
Menu-Pricing SUP specialist to implement Italy 1592 Mar-97
Menu Pricing System in Ford
dealerships.
Warranty Analyst Support Warranty Specialists Italy 1892 Apr-97
team in the project findings
GRI OPERATION: SWEDEN
- -----------------------------------------------------------
NIL RETURN
GRI OPERATION: AUSTRALIA
- -----------------------------------------------------------
Service Specialist and program Australia t.b.e. awaiting
management support to PN
implement SUP
</TABLE>
T-5
<PAGE> 130
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Powertrain Telephone To review proposed Dealer Germany 521669 1-Apr-97 DM 50,250 29,070
Prior Approval repairs by telephone for
Powertrain, primarily Engine and
Transmission items) - 2 month
pilot
Powertrain Telephone To review proposed Dealer Germany tbe 1-Jun-97 DM 26,900 15,562
Prior Approval repairs by telephone for
Powertrain, primarily Engine and
Transmission items) - 2 month
pilot extension
Pound
Sterling
European On-Board To provide field data from Dealers Britain WB 005928 14-Jul- 8,760 29,220
Diagnostics Program regarding FDS2000 and record Germany 97 DM 16,400
findings which will be collated for Spain Ptas
design finalisation of EOBD - 5 908,560
month pilot
Mazda Technical As Ford Dealer Technical Germany t.b.e. mid Nov- DM 35,000
Hotline Hotline 97 60,500
launch
Pound
Sterling
Parts Plus Parts Wholesaling consultancy Britain 493163 1-Jul-97 22,103 36,692
and management service to
Ford/Ford "Parts Plus" dealers
(to extend trade sales)
GPI OPERATION: FRANCE
- -----------------------------------------------------------
WARRANTY Training on warranty procedures France 75093 Jan-97 FF 68,000 11,664
TRAINING in the dealership or in a technical
training school
KEYBOARDING Keyboarding of datas for the Marketing 74485 Jan-97 FF 52,000 8,919
(extension) department in CSD Ford France
DIFFUSION New Mail, printed documents ....... 62686 Feb-97 FF 81,000 13,894
Holland
MENU PRICING Extension at the SUP 75397 Mar-97 FF 47,200 8,096
programme
FORD MEDIA To follow the costs of awaiting PN Jul-97 FF 60,000 10,292
advertisements
GRI OPERATION: SPAIN
- -----------------------------------------------------------
DPI Provide Dealer support in Spain 435779 Jun-97 FF 16,895
implementing Ford Dealer 2,469,220
standards.
CAC Extension to present CAC Spain 436853 Jan-97 FF 721,000 4,933
</TABLE>
T-4
<PAGE> 131
<TABLE>
<S> <C> <C> <C> <C> <C>
operation
SUP Extention to present SUP Spain 438459 Jun-97
project
Marketing Substitution of FCSD Marketing Spain 438399 Feb-97
Consultant Manager until December 1997.
OEW Launch, support sale and Argentina TBE Nov-97
administer Optional Extended
Warranty program for Ford
Argentina.
GRI OPERATION: ITALY *
- -----------------------------------------------------------
DPI Parts Scope is to optimate processes Italy 1595 Mar-97
Upgrading implemented by SUP with focus
on Parts
Rapid Fit Manage Rapid Service in Ford Italy 1923 Jun-97
Dealers in a professional way to
increase Customer Loyalty
Sub-Dealers Provide Ford Sub-Dealers field Italy 1952 Jul-97
business specialists to increase
Customer Loyalty and implement
the base of Service Upgrading.
Bodyshop Provide Ford Bodyshop Italy 1924 Jul-97
specialist to Ford dealers.
Menu Pricing SUP specialist to implement Italy 1592 Mar-97
Menu Pricing System in Ford
dealerships.
Warranty Analyst Support Warranty Specialists Italy 1892 Apr-97
team in the project findings
GRI OPERATION: SWEDEN
- -----------------------------------------------------------
NIL RETURN
GRI OPERATION: AUSTRALIA
- -----------------------------------------------------------
Service Specialist and program Australia t.b.e. awaiting
management support to PN
implement SUP
</TABLE>
