<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 10, 1997
-------------
Memry Corporation
---------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14068 06-1084424
- -------------------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
57 Commerce Drive, Brookfield, Connecticut 06804
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 740-7311
------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 31 Pages
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
------------------------------------
On May 12, 1997, Wright Machine Corporation, a Delaware corporation
("Wright") and a wholly-owned subsidiary of Memry Corporation ("Memry"),
executed a Purchase Agreement (the "Agreement") with Thomas Industries Auction &
Liquidation Corporation ("Thomas") regarding the sale of substantially all of
the machinery and equipment of Wright (the "Equipment," and such sale, the
"Sale") for $1,100,000. In connection with the Agreement, Memry has agreed to,
jointly and severally with Wright, indemnify Thomas against certain losses
sustained as a result of a failure by Wright to transfer to Thomas good and
marketable title to the Equipment or due to any untrue representation or
warranty or breach of any covenant or agreement of Wright contained in the
Agreement, up to a maximum aggregate amount of $1,100,000. The Sale was
consummated on June 10, 1997. Memry and Wright used $471,000 of the proceeds of
the Sale to make a prepayment on their term loan to their principal lender. The
remaining proceeds will be used to pay severance and other costs related to the
liquidation of Wright (as described below) and for general working capital
purposes.
The purchase price paid by Thomas to Wright pursuant to the aforesaid
transaction was determined by arms-length bargaining between two non-affiliated
parties. No material relationship exists between Thomas and either of the
Company or Wright (including any of the Company's or Wright's affiliates,
directors, officers or their associates).
The Sale was part of the planned liquidation of Wright. Wright ceased
operations as of the close of business on June 5, 1997, and laid off all but
nine of its employees on that date. Wright intends to lay off its remaining
employees as soon as practicable. Wright's premises have been listed for sale,
and Wright is in the process of liquidating its remaining inventory. Memry's
decision to liquidate Wright was primarily based on the following factors: (i)
the desire to cease Wright's continuing losses in order to improve Memry's
earnings and cash flow; (ii) Memry's desire to concentrate on its core
speciality metals business, especially in the medical industry; and (iii)
Memry's belief that Wright could be liquidated without a loss upon its
disposition. Based on the foregoing, Memry reached the conclusion that the
profitability that Wright might have been able to achieve would not outweigh the
benefits to be obtained for Memry from Wright's immediate liquidation.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. Not applicable
(b) Pro Forma Financial Information
The following unaudited pro forma condensed financial statements are filed with
this report:
Pro Forma Condensed Balance Sheet as at March 31, 1997
Pro Forma Condensed Statements of Operations:
Nine Months Ended March 31, 1997
Year Ended June 30, 1996
Notes to Pro Forma Financial Statements
Page 2 of 31 Pages
<PAGE>
The following exhibit is filed as part of this Current Report on Form 8-K:
Exhibit No. Description of Document
- ----------- -----------------------
2. Purchase Agreement, dated as of May 12, 1997, between the Company
and Thomas Industries Auction & Liquidation Corporation.
Page 3 of 31 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEMRY CORPORATION
Date: June 24, 1997 By:/s/ James G. Binch
--------------------------------
James G. Binch
President
Page 4 of 31 Pages
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The Pro Forma Condensed Balance Sheet of Registrant as at March 31, 1997
reflects the financial position of Registrant after giving effect to the
disposition of the assets discussed in Item 2 and assumes the disposition took
place on March 31, 1997. The Pro Forma Condensed Statements of Operations for
the nine months ended March 31, 1997 and for the year ended June 30, 1996 assume
that the disposition occurred on July 1, 1995, and are based on the operations
of Registrant for the nine months ended March 31, 1997 and the year ended June
30, 1996.
The unaudited pro forma condensed financial statements have been prepared by
Registrant based upon assumptions deemed proper by it. The unaudited pro forma
condensed financial statements presented herein are shown for illustrative
purposes only and are not necessarily indicative of the future financial
position or future results of operations of Registrant, or of the financial
position or results of operations of Registrant that would have actually
occurred had the transaction been in effect as of the date or for the periods
presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of Registrant.
Page 5 of 31 Pages
<PAGE>
MEMRY CORPORATION & SUBSIDIARY
PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ----------- ------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents......... $ -- $1,100,000 (1)
(200,000)(3)
(471,000)(4)
(329,000)(5) $ 100,000
Accounts receivable, net of allow-
ance for doubtful accounts....... 2,121,000 -- 2,121,000
Inventories....................... 2,035,000 (300,000)(6) 1,735,000
Prepaid expenses and other........ 117,000 -- 117,000
------------ ---------- ------------
Total current assets............ 4,273,000 (200,000) 4,073,000
Property, Plant and Equipment, at
cost............................... 6,079,000 (883,000)(1)
(346,000)(2) 4,850,000
Less accumulated depreciation..... (2,433,000) 867,000 (1) (1,566,000)
------------ ---------- ------------
3,646,000 (362,000) 3,284,000
------------ ---------- ------------
Other Assets
Patents and patent rights, net.... 1,901,000 -- 1,901,000
Costs in excess of business ac-
quired, net...................... 940,000 -- 940,000
Deferred financing costs, net..... 133,000 -- 133,000
Deposits.......................... 53,000 -- 53,000
------------ ---------- ------------
3,027,000 -- 3,027,000
------------ ---------- ------------
Total assets.................... $ 10,946,000 $ (562,000) $ 10,384,000
============ ========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued ex-
penses........................... $ 3,021,000 $ (329,000)(5) $ 2,692,000
Notes payable..................... 2,635,000 (471,000)(4) 2,164,000
------------ ---------- ------------
Total current liabilities....... 5,656,000 (800,000) 4,856,000
------------ ---------- ------------
Stockholders' Equity
Common stock, $.01 par value;
30,000,000 authorized shares;
16,717,354 shares issued and out-
standing 167,000 -- 167,000
Additional paid-in capital........ 39,049,000 -- 39,049,000
Retained earnings (Accumulated
deficit)......................... (33,926,000) 238,000 (33,688,000)
------------ ---------- ------------
Total stockholders' equity...... 5,290,000 238,000 5,528,000
------------ ---------- ------------
Total liabilities and stockhold-
ers' equity.................... $ 10,946,000 $ (562,000) $ 10,384,000
============ ========== ============
</TABLE>
Page 6 of 31 Pages
<PAGE>
MEMRY CORPORATION & SUBSIDIARY
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------
<S> <C> <C> <C>
Revenues
Product Sales....................... $9,357,000 $(1,430,000)(7) $7,927,000
Research and development............ 172,000 -- 172,000
---------- ----------- ----------
9,529,000 (1,430,000) 8,099,000
---------- ----------- ----------
Cost of revenues
Manufacturing....................... 6,159,000 (1,759,000)(7) 4,400,000
Research and development............ 229,000 -- 229,000
---------- ----------- ----------
6,388,000 (1,759,000) 4,629,000
---------- ----------- ----------
Gross profit...................... 3,141,000 329,000 3,470,000
---------- ----------- ----------
Operating expenses
General, selling and administration. 3,363,000 (239,000)(7) 3,124,000
Depreciation and amortization....... 530,000 (39,000)(9) 491,000
---------- ----------- ----------
3,893,000 (278,000) 3,615,000
---------- ----------- ----------
Operating loss.................... (752,000) 607,000 (145,000)
Other income (expense)
Interest............................ (215,000) 35,000 (8) (180,000)
Gain on disposition of assets....... 10,000 -- 10,000
---------- ----------- ----------
(205,000) 35,000 (170,000)
---------- ----------- ----------
Loss from continuing operations $ (957,000) $ 642,000 $ (315,000)
========== =========== ==========
Discontinued Operations:
1,084,000 (1)
(346,000)(2)
(200,000)(3)
(300,000)(6)
(163,000)(10) 75,000
----------- ----------
Income from discontinued opera-
tions............................ 75,000 75,000
=========== ==========
Weighted average number of common
shares outstanding................... 15,792,802 15,792,802 15,792,802
========== =========== ==========
Income/(loss) per common share--con-
tinuing operations................... $ (0.06) $ 0.04 $ (0.02)
========== =========== ==========
Income/(loss) per common share--dis-
continued operations................. $ -- $ 0.00 $ 0.00
========== =========== ==========
</TABLE>
Page 7 of 31 Pages
<PAGE>
MEMRY CORPORATION & SUBSIDIARY
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- -----------
<S> <C> <C> <C>
Revenues
Product Sales..................... $ 3,195,000 $(2,538,000)(11) $ 657,000
Research and development.......... 479,000 -- 479,000
----------- ----------- -----------
3,674,000 (2,538,000) 1,136,000
----------- ----------- -----------
Cost of revenues
Manufacturing..................... 2,915,000 (2,436,000)(11) 479,000
Research and development.......... 422,000 -- 422,000
----------- ----------- -----------
3,337,000 (2,436,000) 901,000
----------- ----------- -----------
Gross profit.................... 337,000 (102,000) 235,000
----------- ----------- -----------
Operating expenses
General, selling and administra-
tion............................. 2,102,000 (337,000)(11) 1,765,000
Depreciation and amortization..... 90,000 (52,000)(12) 38,000
----------- ----------- -----------
2,192,000 (389,000) 1,803,000
----------- ----------- -----------
Operating loss.................. (1,855,000) 287,000 (1,568,000)
Other income (expense)..............
Interest.......................... (250,000) 47,000 (13) (203,000)
----------- ----------- -----------
Loss from continuing operations. $(2,105,000) $ 334,000 $(1,771,000)
=========== =========== ===========
Discontinued Operations:
1,084,000 (1)
(346,000)(2)
(200,000)(3)
(300,000)(6)
(184,000)(10)
54,000
----------- -----------
Income from discontinued opera-
tions.......................... $ 54,000 $ 54,000
=========== ===========
Weighted average number of common
shares outstanding................. 8,357,118 8,357,118 8,357,118
=========== =========== ===========
Income/(loss) per common share--
continuing operations.............. $ (0.25) $ 0.04 $ (0.21)
=========== =========== ===========
Income/(loss) per common share--
discontinued operations............ $ -- $ 0.01 $ 0.01
=========== =========== ===========
</TABLE>
Page 8 of 31 Pages
<PAGE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
1. To record the sale of the manufacturing equipment of the Wright Machine
subsidiary for $1,100,000 cash, resulting in a gain of $1,084,000.
2. To write down the land and building of the Wright Machine location to net
realizable value of $500,000.
3. To record severance expense related to the discontinued operations of
Wright Machine in the amount of $200,000.
4. To record the repayment of term loan made with $471,000 of the proceeds
noted in item 1.
5. To record the repayment of accounts payable made with $329,000 of the
proceeds noted in item 1.
6. To write down the Wright Machine remaining inventory to net realizable
value.
7. To eliminate the historical operating revenues and expenses of Wright
Machine Company for the nine months ended March 31, 1997 based on the
assumption that the operation was discontinued and the machinery and
equipment was sold effective July 1, 1996.
8. To record the reduction in interest expense for the nine months ended
March 31, 1997 based on the assumption that the proceeds from the sale was
used to pay down debt in the amount noted in item 1 above, effective July
1, 1996.
9. To eliminate the depreciation of the Wright Machine location building to
discontinued operations for the nine months ended March 31, 1997.
10. To record carrying charges on the Wright Machine location building for the
nine months ended March 31, 1997 and other wind-up costs.
11. To eliminate the historical operating revenues and expenses of Wright
Machine Company for the year ended June 30, 1996 based on the assumption
that the operation was discontinued and the machinery and equipment was
sold effective July 1, 1995.
12. To eliminate the depreciation of the Wright Machine location building to
discontinued operations for the year ended June 30, 1996.
13. To record the reduction in interest expense for the year ended June 30,
1996 based on the assumption that the proceeds from the sale was used to
pay down debt in the amount noted in item 4 above, effective July 1, 1995.
Page 9 of 31 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document
- ----------- -----------------------
2. Purchase Agreement, dated as of May 12, 1997, between Wright
Machine Corporation and Thomas Industries Auction & Liquidation
Corporation. *
* Filed electronically herewith.
Page 10 of 31 Pages
<PAGE>
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made and entered into this 12th day of May, 1997
by and between Wright Machine Corporation, a Massachusetts corporation with
offices at 69 Armory Street, Worcester, Massachusetts 01603 (hereinafter
referred to as "Seller") and Thomas Industries Auction & Liquidation
Corporation, a Connecticut corporation with offices at 2414 Boston Post Road,
Guilford, Connecticut 06437-2310 (hereinafter referred to as "Buyer").
WITNESSETH
WHEREAS, Seller is the owner of certain personalty, machinery, equipment,
machine tools, attachments, tooling, supplies, office equipment and other
personal property described in Schedule A attached hereto and made a part hereof
(hereinafter collectively referred to as the "Equipment"); and
WHEREAS, said Equipment is located at 69 Armory Street, Worcester,
Massachusetts (hereinafter referred to as the "Premises"); and
WHEREAS, Buyer is an auction company and purchases machinery, equipment and
other personal property for the purpose of resale by liquidation and public
auction sale (hereinafter referred to as "Auction"); and
WHEREAS, Seller desires to sell and Buyer desires to purchase the Equipment
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and other terms and
conditions hereinafter set forth and intending to be legally bound hereby, the
parties agree as follows:
TERMS AND CONDITIONS
--------------------
Section 1. TERMS OF SALE
-------------
1.1 At the closing provided for in Section 1.2 hereof (the "Closing"), and
subject to the satisfaction of the conditions specified in Section 2.1 hereof,
Seller shall sell, transfer and assign all rights, title and interest in the
Equipment to Buyer free and clear of all liens and encumbrances, and Buyer shall
purchase the Equipment "as is" and "where is" without guarantee or warranty as
to fitness or condition, for the total consideration of One Million One
Page 11 of 31 Pages
<PAGE>
Hundred Thousand Dollars ($1,100,000.00). The purchase price is payable as
outlined in Section 1.3 hereof.
1.2 The Closing shall take place at the offices of Shipman & Goodwin LLP,
One Landmark Square, Stamford, Connecticut 06901, at 10:00 a.m. local time, on
June 6, 1997, or at such other time and place as the Buyer and the Seller shall
mutually agree in writing, provided all of the conditions set forth in Section 2
hereof have been satisfied or waived. The date upon which the Closing occurs is
hereinafter referred to as the "Closing Date."
1.3 Payment for the Equipment will be made as follows: A deposit of Two
Hundred Thousand Dollars ($200,000.00) ("Deposit") will be paid upon execution
of this Agreement. The balance will be paid in cash in the amount of Nine
Hundred Thousand Dollars ($900,000.00) (the "Purchase Price Balance") on the
Closing Date.
Section 2. CLOSING CONDITIONS
------------------
2.1 The obligation of the Seller to consummate the transactions
contemplated hereby on the Closing Date is subject to the fulfillment on or
prior to the Closing Date of the following conditions, any one or more of which
may be waived by Seller in its sole discretion:
(a) Buyer shall have tendered to Seller the Purchase Price Balance
required to be paid at the Closing in the manner specified in Section 1.3
hereof.
(b) Seller shall have received the consent of Affiliated Business
Credit Corporation (the "Bank") to the purchase and sale of the Equipment,
and shall have received a full release from the Bank relating to the
Equipment.
2.2 The obligation of the Buyer to consummate the transactions
contemplated hereby on the Closing Date is subject to the fulfillment on or
prior to the Closing Date of the following conditions, any one or more of which
may be waived by Buyer in its sole discretion.
(a) Seller shall provide Buyer with evidence that (i) Seller has
received the consent of the Bank to the purchase and sale of the Equipment,
(ii) Seller has received a full release from the Bank relating to the
Equipment and (iii) the Equipment is owned by Seller free and clear of all
liens and encumbrances, including tax liens, and is not subject to any
security agreement or Uniform Commercial Code filing.
(b) Buyer shall have the right to make periodic inspections of the
Equipment at any time before the Closing Date and shall deduct from the
Purchase Price Balance a mutually agreed-upon auction value if any part of
the Equipment is damaged or missing, normal wear and tear excepted.
Page 12 of 31 Pages
<PAGE>
(c) Buyer shall have received a representation letter from Seller and
an opinion or opinions of Seller's counsel, dated the Closing Date and
addressed to Buyer, in substance as follows:
(i) Seller is a corporation duly incorporated in the State of
Delaware and is currently in good standing therein;
(ii) Seller is qualified to do business in the State of
Massachusetts and is currently in good standing therein;
(iii) Seller has complied with all legal requirements antecedent
or necessary for the legal disposal and sale of the Equipment,
including any applicable bulk sales law;
(iv) The Equipment is owned by Seller free and clear of all
liens and encumbrances, including tax liens, and is not subject to any
security agreement or Uniform Commercial Code filing; and
(v) This Agreement is the legal, valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms, as
same may be limited by applicable bankruptcy, reorganization,
arrangement, insolvency, moratorium, fraudulent conveyance,
receivership or similar laws affecting the enforcement of creditors'
rights generally as such are in effect at the time, and by general
principles of equity.
Section 3. DELIVERY AND PUBLIC AUCTION SALE
--------------------------------
3.1 Seller hereby grants Buyer permission to store the Equipment on the
Premises at no cost to Buyer until its removal in accordance with Section
5.1(ii) hereof. Further Seller hereby grants Buyer permission to conduct a
public auction sale on the Premises at any time between the Closing Date and 60
days thereafter. If Seller does not own said Premises, then Seller shall
furnish Buyer with a written statement from the owner(s) of the Premises that it
will not in any way interfere with or stop said auction sale from taking place
and that said owner grants Buyer permission to conduct said sale.
3.2 Seller hereby grants Buyer immediate access to the Premises, at no
charge to Buyer, in order to prepare for the public auction sale. Further,
Seller shall, at no cost to Buyer, fully maintain the Premises with all
utilities, including heat, and shall pay all rents through the removal date.
Seller agrees to make the Premises available to Buyer until the Equipment is
removed pursuant to Section 5.1(ii) hereof.
Page 13 of 31 Pages
<PAGE>
Section 4. SELLER'S ADDITIONAL OBLIGATIONS
-------------------------------
4.1 In addition to any other obligations set forth herein, Seller shall:
(a) Maintain insurance coverage on the Premises during the term of
this Agreement and name Buyer as an additional insured;
(b) Maintain "All Risks" insurance coverage on the Equipment in an
amount of not less than One Million Three Hundred Thousand Dollars
($1,300,000.00) and name Buyer as an additional insured. Such insurance
shall continue in place until all of the Equipment has been removed in
accordance with this Agreement. Copies of insurance coverage will be
provided to Buyer prior to the Closing;
(c) Be fully responsible for the payment of any personal property
taxes levied against any of the Equipment prior to or during the duration
of this Agreement;
(d) Be responsible, at its cost, to fill, repair, replace, secure or
cover any pits or cavities, but specifically excluding roof openings,
created by the removal of any of the Equipment;
(e) Provide, at its cost, refuse removal services for debris created
by Buyer or Seller during auction preparation;
(f) Provide, at its cost, security and maintenance for the Premises at
no cost to Buyer, with utilities, to include heat, lights, power, water and
snow removal (if applicable), through June 15, 1997; and
(g) Maintain the Equipment in good repair and be responsible for any
loss or damage to the Equipment, normal wear and tear excepted, prior to
the Closing Date.
Section 5. BUYER'S ADDITIONAL OBLIGATIONS
------------------------------
5.1 In addition to any other obligations set forth herein, Buyer shall:
(a) Provide Seller with a certificate evidencing liability insurance
in an amount of not less than $1,000,000;
(b) Conduct its auction sale as provided for herein, remove the
Equipment and vacate the Premises on or before August 9, 1997, provided
that Buyer has complied with Section 3 hereof. Any Equipment remaining on
the Premises after August 9, 1997 will be deemed abandoned by Buyer and
will revert back to Seller relieving Buyer of all further rights or
obligations except for as otherwise provided for herein; and
Page 14 of 31 Pages
<PAGE>
(c) Collect all sales or use taxes, if applicable, from buyers
purchasing at said Auction and report and pay the sums collected to the
proper authorities. Buyer shall indemnify Seller against whatever sales
taxes Seller may be required to pay as a result of Buyer's failure pursuant
to this paragraph.
Section 6. ADVERTISING
-----------
6.1 Buyer shall be permitted to advertise the auction sale through mailing
brochures and media advertisement as equipment being sold
by order of
Wright Machine Corporation
69 Armory Street
Worcester, Massachusetts
Section 7. ENVIRONMENTAL
-------------
7.1 Buyer shall not be responsible for the removal of any environmental
substances nor will the Buyer be required to sell any Equipment that is
considered in violation of any environmental requirements or laws. Buyer will
leave any liquids, oils, or wastes that may be on the Premises onsite with no
responsibility for removal.
Section 8. INDEMNIFICATION OBLIGATIONS
---------------------------
8.1 Memry Corporation ("Memry"), the parent of Seller, and Seller hereby
jointly and severally agree that, in the event that hereinafter Buyer discovers
that Seller failed to transfer to Seller good and marketable title on the
Closing Date, that any representation or warranty was untrue when made or that
any covenant or agreement of Seller contained herein was breached by Seller,
Memry and Seller shall jointly and severally indemnify Buyer from any and all
losses Buyer shall sustain as a result of such failure, untruth or breach up to
a maximum aggregate amount of $1,100,000.
Section 9. LIQUIDATED DAMAGES
------------------
9.1 Buyer and Seller agree that, in the event that all of the conditions
set forth in Section 2.2 hereof are satisfied on or prior to the Closing Date
but Buyer fails to tender to Seller the Purchase Price Balance, Seller shall
retain the Deposit as liquidated damages (and not as a penalty).
Section 10. MISCELLANEOUS
-------------
10.1 This Agreement sets forth the entire agreement between the parties,
and supersedes any prior written, or oral understanding, and in particular
supersedes any terms and
Page 15 of 31 Pages
<PAGE>
conditions which Buyer may have included with its proposal. Furthermore, it is
clearly understood that all obligations of either Seller or Buyer are
exclusively limited to those set forth in this Agreement.
10.2 This Agreement shall not be modified or amended except by written
instrument agreed to by all the parties hereto.
10.3 This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their heirs, executors, administrators and assigns,
and shall be construed under the laws of the State of Connecticut.
10.4 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but which together shall constitute one and
the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 16 of 31 Pages
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WRIGHT MACHINE CORPORATION
By:/s/ James G. Binch
-----------------------------------------
Name: James G. Binch
Title: President
THOMAS INDUSTRIES AUCTION &
LIQUIDATION CORPORATION
By:/s/ Tom Gagliardi
-----------------------------------------
Name: Tom Gagliardi
Title: President
As to Section 8.1 Only:
MEMRY CORPORATION
By:/s/ Memry Corporation
-----------------------------------------
Name: James G. Binch
Title: President
Page 17 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
ACME GRIDLEY AUTOMATIC MULTI SPINDLE SCREW MACHINE, MODEL RA6, S/N
22077A, 6 SPINDLE, 9/16" CAPACITY, WRIGHT ID #S1041
ACME GRIDLEY AUTOMATIC MULTI SPINDLE SCREW MACHINE, MODEL RA6, S/N
22079A, 6 SPINDLE, 9/16" CAPACITY, WRIGHT ID #S1042
ACME GRIDLEY AUTOMATIC MULTI SPINDLE SCREW MACHINE, MODEL RA6, S/N
22680AM, 6 SPINDLE, 9/16" CAPACITY, WRIGHT ID #N/A
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18348, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1405
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18289, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1404
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18216, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1403
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18010, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1402
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18009, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1401
NATIONAL ACME AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
C-18011, 6 SPINDLE, 7/16" CAPACITY, WRIGHT ID #1400
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N A
23385, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1097
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
23077, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1193
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N A
23385, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1143
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N A
23939, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1145
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N A
23940, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1144
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
23408, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1140
Page 18 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
23416, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1139
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
23901, 6 SPINDLE, 1" CAPACITY, WRIGHT ID #1135
ACME GRIDLEY N.I.O. AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE, S/N 94616, 3
1/2 " CAPACITY, 6 SPINDLE, WRIGHT ID N/A, NIS
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE, S/N 94014, 3 1/2"
CAPACITY, 6 SPINDLE, WRIGHT ID N/A, NIS
TABER SHAFT TURNING MACHINE (N.I.O.) MODEL 904-15-30, S/N 65108, W/CHIP
CONVEYOR, PEG BOARD TYPE
BARDON & OLIVER LATHE, S/N 16256, AIR CHUCK (N.I.O.)
LIPE MODEL 68-AML, S/N 2629, AUTOMATIC BAR FEED
SERVI-SUMP PORTABLE OIL REMOVER
R. ROYCE INDUSTRIAL OVEN, S/N 1040, (N.I.S.)
(4) TEPCOTRION OIL MIST SEPARATORS, CEILING MOUNTED
DAREX DRILL SHARPENER 1/3 HP. DOUBLE END BENCH GRINDER, (5) BENCHES W/
VISES, (4) WORK LIGHTS, WALKER TURNER 14" PEDESTAL DRILL PRESS, DAYTON 1 HP
DOUBLE END GRINDER, MILLERS FALL DOUBLE END BENCH GRINDER 1/4 HP, BLACK &
DECKER 6" BENCH GRINDER 1/3 HP, HD
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
40846, 6 SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #1391
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
40916 6 SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #1390
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-6, S/N
40017-A 6 SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #1398
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6, S/N
70604, 6 SPINDLE, 1 1/4" CAPACITY, WRIGHT ID #803
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-N8, S/N
AM40222, 6 SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #802
Page 19 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8 S/N
AM40223, 6 SPINDLE, 1 1/4" CAPACITY, WRIGHT ID #801
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8 S/N
85411, 6 SPINDLE, 2" CAPACITY, WRIGHT ID #1801
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-8, S/N
96032, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1209
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8, S/N
96489, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1208
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8 S/N
96467, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1207
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-6, S/N
96214, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1205
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8, S/N
96213, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1204
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-8, S/N
96219, 6 SPINDLE, 2 5/8" CAPACITY, WRIGHT ID #1203
CONOMATIC AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE S/N 8405TA, 6
SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #601
CONOMATIC AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE S/N 8846TA, 6
SPINDLE, 1 5/8" CAPACITY, WRIGHT ID #600
CONOMATIC AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE S/N 6931TA, 6
SPINDLE, 1 5/8" CAPACITY, NO BAR FEED, WRIGHT ID N/A
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84226, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #1201
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84225, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #N/A
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84265-A, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #1202
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84621-A 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #1206
Page 20 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84269-A, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #RB1
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RA-6 S/N
84169-A, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #RB2
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-6 S/N
84168-A, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #RB3
ACME GRIDLEY AUTOMATIC MULTIPLE SPINDLE SCREW MACHINE MODEL RB-6, S/N
84243-A, 6 SPINDLE, 2 5/8" CAPACITY, NO BAR FEED, WRIGHT ID #RB4
VISES, DOUBLE END GRINDERS, BENCHES, 14" WALKER TURNER PEDESTAL DRILL
PRESS, WORK LAMPS, 4" BELT SANDER
DOALL SURFACE GRINDER 5" X 10", MAGNETIC CHUCK
GARDNER/DENVER AIR COMPRESSOR MODEL ECHOHD, S/N M18553, 75 HP, 65-130
PSIG
HANKISON AIR DRYER MODEL 80200
(6) TEPCO TRION OIL MIST CLEANERS, CEILING MOUNTED
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OG, S/N
542-0-1757, CHAIN, WRIGHT ID #N/A
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OO, S/N
542-00-5324, VARI SPEED, SLOTTING, WRIGHT ID #5
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OG, S/N
542-0-1726, 3/4" CAPACITY, WRIGHT ID #3
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OOG, S/N
542-00-43, 1/2" CAPACITY, SLOTTING, WRIGHT ID #10
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OOG, S/N
542-00-45, 1/2" CAPACITY, SLOTTING, WRIGHT ID #N/A
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 2G, S/N
13089, 1/2" CAPACITY, WRIGHT ID #2 (APART)
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL OOG, S/N
542-00-49, 1/2" CAPACITY, SLOTTING, WRIGHT ID #2
Page 21 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 2G, S/N
13249 WRIGHT ID #247
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 0G, S/N
15397, 3/4" CAPACITY, W/LIPE 87-AML BAR FEED, WRIGHT ID #096
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 0G, S/N
15380, 3/4" CAPACITY, WRIGHT ID #095
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 0G, S/N
14863, 3/4" CAPACITY, WRIGHT ID #094
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL BELT S/N
13819, WRIGHT ID #046
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 2G, S/N
542-2-1344, 1 1/2" CAPACITY, WRIGHT ID #9
BROWN & SHARPE AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL 2G, S/N
542-2-1446, 1 1/2" CAPACITY, WRIGHT ID #7
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A36, S/N A36-528,
WRIGHT ID #6
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N A15-6167,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A42, S/N A42-2088,
WRIGHT ID #4
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A42, S/N A42-2082,
WRIGHT ID #13
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N A15-4165,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N A15-6169,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N A15-4101,
WRIGHT ID #7
BECHLER AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL AR10, S/N 52-771,
WRIGHT ID #N/A
Page 22 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N A15-17220,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A42, S/N A60-4300,
WRIGHT ID #10
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N 15-6182,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A42, S/N A42-1509,
WRIGHT ID #N/A
TRAUB AUTOMATIC SINGLE SPINDLE SCREW MACHINE MODEL A15, S/N 15-9430,
WRIGHT ID #N/A
BROWN & SHARPE AUTOMATIC SCREW MACHINE MODEL NO. 3, S/N 540-2-524
NORTON SURFACE GRINDER 8" X 12", AUTO FEED
HOMIENE CARBIDE GRINDER, CABINET BASE
WARNER & SWASER TURRET LATHE MODEL NO. 3
WARNER & SWASER TURRET LATHE MODEL NO. 3
JONES & LAMSON TURRET LATHE S/N 201672
JONES & LAMSON TURRET LATHE S/N N/A
TABER BAR TURNING LATHE MODEL 904-15-30, S/N 69144, PEG BOARD
TABER BAR TURNING LATHE MODEL 904-15-30, S/N 69148, PEG BOARD
HARDINGE HCT TURNING LATHE
YALE PALLET LIFTER WALK BEHIND, BATTERY OPERATED
CINCINNATI CENTERLESS GRINDER MODEL #2 S/N 2M2H1R-13
CINCINNATI CENTERLESS GRINDER MODEL #2 S/N 2M2H1L-783
CINCINNATI CENTERLESS GRINDER MODEL #2 S/N 2M2H1R-218
CINCINNATI CENTERLESS GRINDER MODEL #2 S/N 2M2H5A-589
Page 23 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
ROYAL MASTER CENTERLESS GRINDER MODEL MTG 12X4, S/N 1275
HARDINGE AHC SUPER PRECISION CHUCKER, S/N 2689
HARDINGE AHC SUPER PRECISION CHUCKER, S/N 2426
HARDINGE AHC SUPER PRECISION CHUCKER, S/N N/A, W/THREADING
HARDINGE HC CHUCKER, S/N HC3314A
SUGA CHUCKER MODEL STS-3, S/N E-81
MIYANO CNC TURNING CENTER MODEL CNC-7BC, S/N KS022-9BC, W/CHIP
CONVEYOR
SCREW MACHINE TOOLING INCLUDING BUT NOT LIMITED TO: CAMS, KNURLING
TOOLS, CHANGE GEARS, ACME GRIDLEY SPARE PARTS, FEED PADS, CHASERS,
SPRINGS, CLUTCH PARTS, DRAW BARS, COLLET PADS, SPINDLE STOPPING PARTS,
REED THREAD ROLLS, DIE HEADS, TOOL HOLDERS, MASTER
DODGE RAM CHARGER MODEL 250 ROYAL SE, AUTOMATIC, SNOW PLOW, 4 WHEEL
DRIVE, VIN #N/A
SNAPPER LAWN MOWER
KALMAZOO HORIZONTAL METAL CUTTING BAND SAW, MODEL HDAWC
3 TON BRIDGE CRANE, ROBBIN MEYERS HOIST
GARDNER DENVER AIR COMPRESSOR, S/N 801793, 30 HP, HORIZONTAL TANK
ARROW AIR DRYER MODEL A100
CINCINNATI CENTERLESS GRINDER MODEL #2, S/N 12M2H1Y-750
CINCINNATI CENTERLESS GRINDER MODEL NO. 2, S/N 2M2H1T-8
HARDINGE CHUCKER/LATHE MODEL ESM, 2 HP, COOLANT
WADE CHUCKER/LATHE S/N 94-840, COOLANT
(2) HARDINGE CHUCKER/LATHES MODEL OSM59, 1 HP, W/BRADMATIC POWER
TAILSTOCK, 1" SPINDLE HOLE, COOLANT
HARDINGE CHUCKER/LATHE 1" SPINDLE HOLE, COOLANT
Page 24 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
HARDINGE TURRET LATHE MODEL HC, 1.5 HP, 8 POSITION TURRET, POWER
TAILSTOCK, COOLANT
HARDINGE LATHE MODEL TF8, POWER TAILSTOCK, TYMAO HYDRAULIC TRACER
MODEL 2000, COOLANT
CLARK FORKLIFT TRUCK MODEL C500-S60, S/N 355-843-4635, TRIPLE MAST, LPG
APPROXIMATELY (25) V-SHAPED CONTAINERS FOR OIL OR CHIPS
(15) SKIDS OF ASSORTED PARTS, REEVES VARI-DRIVE MOTOR, MOTORS
LIF-JIB FORKLIFT EXTENSION
WARNER & SWASEY 2 AC CHUCKER, MODEL M-3200 S/N 1609291, LOT #32
WARNER & SWASEY 2 AC CHUCKER, MODEL M-3200 S/N 1449321, LOT #12
TOLEDO PLATFORM SCALE 1,000 LB CAPACITY
MCKENZIE CHIP SEPARATOR, MODEL E463, FLOOR TYPE
CAS DIGITAL BENCH TOP SCALE MODEL SC-25P
TOLEDO PLATFORM SCALE MODEL 2081, S/N 3786
MAC BATTERY CHARGER MODEL 6M450B
JOHN DEERE MINI RUBBER TIRE LOADER, MODEL 00070, S/N 000445
HYSTER ELECTRIC PALLET JACK, S/N E0583
BARRET OIL EXTRACTOR TANK FOR STEEL W/BUDGIT 1/2 TON ELECTRIC HOIST
BARRET OIL EXTRACTOR TANK FOR BRASS W/BUDGIT 1/2 TON ELECTRICT HOIST
BARRET OIL EXTRACTOR TANK FOR ALUMINUM W/BUDGIT 1/2 TON ELECTRIC HOIST
DETREX PERM-A-CLOR DEGREASER
CHIP CONVEYOR W/ALLEN BRADLEY CONTROLS
YALE ELECTRIC PALLET LIFT
SOUTHBEND TOOLROOM LATHE MODEL CC-8145, 12" SWING, 24" BETWEEN CENTERS, 3-JAW
CHUCK
Page 25 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
BRIDGEPORT VERTICAL MILLING MACHINE, S/N 65809, 1 HP, VISE
WALKER TURNER PEDESTAL DRILL PRESS MODEL 1142-4
SELFEED PNEUMATIC SYSTEM MODEL ESEP-W1318U, 1/2" CAPACITY, W/MITSUBISHI
INDUCTION MOTOR, GE 300 LINE CONTROLS
1970 HR WILSON H-FRAME SHOP PRESS, MODEL 37G, S/N 5157-70, 60 TON CAPACITY, 36"
BETWEEN UPRIGHTS
AIRCO AC/DC HEIL WELDER MODEL 250 S/N HF879840, W/ E & C AIRLUX FUME ELIMINATOR
LINCOLN IDEAL ARC 250 WELDER MODEL AC-250-250, S/N 175308
24" MANUAL SHEAR, BENCH TOP
24" MANUAL BENDING BRAKE, BENCH TOP, 16 GAUGE CAPACITY
HARDINGE LATHE 1" SPINDLE HOLE
REED THREAD ROLLER MODEL NO. A22, S/N 730
REED THREAD ROLLER MODEL NO. 21, S/N 21-149
AMERICAN HYDRAULIC BROACH W/COOLANT PUMP AND PIPING
AMERICAN HYDRAULIC BROACH, MODEL T-S-24, S/N 3368, W/COOLANT PUMP AND PIPING
HARTFORD THREAD ROLLER MODEL NO. 190
LANDIS PIPE THREADER, 2" SPINDLE HOLE
LITTON VERTICAL THREAD ROLLER MODEL B112, S/N B112-1634, W/ COOLANT PUMP AND
PIPING
CRAFTSMAN 10" TABLE SAW
ZERO BLASTING CABINET MODEL BNP-55-6, S/N 20508, FOOT OPERATED W/ VACUUM SYSTEM
UFM UNI-HONE BLASTING CABINET, S/N 3600C779-208
MISCELLANEOUS SUPPORT EQUIPMENT CONSISTING OF: METAL SHELVING, FILE CABINETS,
CHAIRS, VISES, WORK TABLES, PALLET JACKS, LADDERS, PUMPS, MOTORS, GRINDERS, HAND
TOOLS, PARTS, PIPE STANDS, PARTS BINS, S.S. BASKETS
KENT OWENS DUAL HEAD HORIZONTAL MILLING MACHINE MODEL NO. 2-20, S/N 2-20-DS-
1469, COOLANT, W/ QUICK ACTING COLLET FIXTURE
Page 26 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
AMERICAN HYDRAULIC BROACH MODEL T-6-24, S/N 1891, 6 TON CAPACITY, W/ COOLANT
PUMP & PIPING
(2) 1" CONTINUOUS BELT GRINDERS
(4) KENT OWENS DUAL SPINDLE HORIZONTAL MILLING MACHINES, MODEL NO. 2-20-DS, 2/N
220DS1177, 220DS1341, 220DS1420, 220DS1174, W/ COOLANT PUMP AND PIPING
KENT OWENS HORIZONTAL MILLING MACHINE, MODEL NO. 2-20, S/N 220-1473, W/ COOLANT
PUMP AND PIPING
ALLEN PEDESTAL DRILL PRESS, MODEL 303, W/ JARVIS TORQUEMATIC TAPPING HEAD,
COOLANT PUMP AND PIPING
GREENARD C-FRAME HYDRAULIC ARBOR PRESS, MODEL NO. H-64-CD, W/ GE MOTOR, FOOT
OPERATED
NO. 3 BENCH TOP ARBOR PRESS
DRILL PRESS TABLE W/ (2) BURGMASTER 6 POSITION TURRET DRILL HEADS, S/N 982 W/
COOLANT PUMP AND PIPING
CUSTOM FABRICATED TURNING MACHINE W/ PNEUMATIC FIXTURE, COOLANT PUMP AND PIPING
(2) BURGMASTER 6-POSITION BENCH TOP TURRET DRILL PRESSES
WALKER TURNER PEDESTAL DRILL PRESS W/ COOLANT PUMP AND PIPING
DRILL PRESS TABLE W/ (2) ROCKWELL DELTA DRILL PRESS FIXTURES
BROWN & SHARPE HORIZONTAL MILLING MACHINE W/COOLANT PUMP AND PIPING
BRIDGEPORT VERTICAL MILLING MACHINE, S/N 30247, 1 HP. 9 X 36" TABLE W/COOLANT
PUMP AND PIPING
POWERMATIC PEDESTAL DRILL PRESS, MODEL 1150, S/N 915V2146 W/ COOLANT PUMP AND
PIPING
ROTOFINISH 20" ROTO FINISH MACHINE MODEL ST-11, S/N 1M-78A49
MOTORIZED TUMBLING BARREL ADJUSTABLE ANGLE
BENCH TOP ROTOFINISH MACHINE
30" ROTOFINISH MACHINE
BCS GAS FURNACE MODEL BCS-365, S/N 800302
DETREX PERM-A-CLOR DEGREASER, MODEL 2DCR-500-15, S/N 68245, 15'X 18' X 5', PERM-
A-CLOR (REMOVAL PROHIBITIVE)
Page 27 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
DETECTO PORTABLE PLATFORM SCALE MODEL 790-10855, S/N 854
MSO STATION ROTARY TRANSFER MACHINE W/ROTARY DRILLING FIXTURE
BARKER DUAL SPINDLE HORIZONTAL MILLING MACHINE MODEL AMD, S/N467
BARKER DUAL SPINDLE HORIZONTAL MILLING MACHINE MODEL AMD, S/N 694, W/COOLANT
PUMP AND PIPING
CINCINNATI HORIZONTAL MILLING MACHINE
CHASE ALLEN DUAL HEAD DRILL PRESS W/ 12 POSITION ROTARY TABLE, ALLEN BRADLEY
CONTROLS
GOURO DUAL SPINDLE HORIZONTAL DRILLING MACHINE MODEL 300, S/N 769 W/COOLANT PUMP
AND PIPING, (2) BALDOR 1/2 MOTORS
NICHOLS HORIZONTAL MILLING MACHINE W/ COOLANT PUMP AND PIPING, PNEUMATIC
CONTROLLED TABLE
SUNDSTRAND HORIZONTAL MILLING MACHINE MODEL NO. 9, W/ VISE, COOLANT
DRILLING AND GRINDING AREA CONSISTING OF APPROXIMATELY: (8) BENCH MODEL DRILL
PRESSES, (10) DOUBLE END GRINDERS, (4) CONTINUOUS BELT SANDERS, DISK GRINDER,
(3) WALKER TURNER DRILL FIXTURES
SNOW TAPPING MACHINE MODEL DR-2-A, S/N 36453, W/ JARVIS DUAL HEAD ATTACHMENT,
COOLANT
SNOW TAPPING MACHINE MODEL DR-2-A, S/N 36454, W/ VISE, COOLANT
SNOW TAPPING MACHINE MODEL TA-5RM, S/N 37428-1165, COOLANT
(2) DRILL PRESS TABLES W/ (2) POWERMATE DRILL PRESS HEADS MODEL 1200, COOLANT,
AND TAPPING ATTACHMENT
DRILL PRESS TABLE W/ (2) DUMORE DRILL/TAPPING HEADS, (1) POWERMATIC DRILL PRESS
HEAD MODEL 1200 W/ JARVIS TORQOMATIC TAPPING ATTACHMENT, COOLANT
DRILL PRESS TABLE W/ (2) WALKER TURNER DRILL PRESS HEADS, COOLANT
(2) DRILL PRESS TABLES W/ (2) DUMORE DRILLING/TAPPING HEADS, 3/4 HP, MODEL
605357K791, COOLANT
DRILL PRESS TABLE W/ (1) WALKER TURNER DRILL PRESS HEAD, (1) ELECTROMECHANO
MAGNETIC DRILL PRESS, MODEL 101W, W/ COOLANT
DRILLING/TAPPING MACHINE CONSISTING OF: (2) DUMORE DRILLING/TAPPING HEADS MODEL
61853FJ791 3/4 HP, (4) POSITION PNUEMATICALLY CONTROLLED WORK TABLE W/ COOLANT
Page 28 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
V & O OBI PRESS, MECHANICAL CLUTCH
JUNIOR 6" PRESS PNEUMATIC CONTROLS
(3) PERKINS PRESS, PNEUMATIC CONTROLS
BARKER HORIZONTAL MILLING MACHINES MODEL PM, S/N 2188, PNEUMATIC FIXTURE
MISCELLANEOUS SUPPORT EQUIPMENT CONSISTING OF: CHUCKS, INDEXING FIXTURES,
COLLETS, VISES, DRILLS, MILLS, PORTABLE STAIRWAY, METAL SHELVING, WORK BENCHES,
S.S. BASKETS, PRESSES, SHOP VACS, FANS, LADDERS, HAND TRUCKS, CHAIRS, STORAGE
CABINETS, TIME CLOCKS.
GAGE MASTER 14" OPTICAL COMPARATOR, MODEL SERIES TWENTY GAGE MASTER DRO
MITUTOYO DIGITAL HEIGHT GAGE
ROCKWELL HARDNESS TESTER MODEL 3JR, S/N 4511
MISCELLANEOUS INSPECTION AND SUPPORT EQUIPMENT CONSISTING OF: MICROMETERS,
VERNIERS, PIN GAGES, DRILLS, DIAL INDICATORS, GO-NO-GO GAGES, VISES, PRATT &
WHITNEY SUPER MICROMETERS, METAL CABINETS, DESKS, GRANITE SURFACE PLATES,
MICROSCOPES, COMPUTERS, FILE
KALAMOZOO HORIZONTAL METAL CUTTING BAND SAW
BRIDGEPORT VERTICAL MILLING MACHINE S/N 70519, 1 HP, 9 X 36" POWER FEED TABLE,
VISE
BRIDGEPORT VERTICAL MILLING MACHINE S/N 97263, 1 HP, 9 X 42" POWER FEED TABLE,
VISE
WALKER TURNER VERTICAL BAND SAW, S/N 21842, 16" THROAT
BROWN & SHARPE VERTICAL MILLING MACHINE MODEL NO. 12H, W/ INDEX FIXUTRE
1952 MONARCH TOOLROOM LATHE, S/N 36674, 12.5" SWING X 20" BED
LEBLOND LATHE 15" SWING X 48" BETWEEN CENTERS, 4-JAW CHUCK, DUMORE 1/2 HP
TOOLPOST GRINDER
SOUTHBEND LATHE MODEL 185-B, 15" SWING, 21" BETWEEN CENTERS, 3-JAW CHUCK
1992 PROTECH BENCH MODEL DRILL PRESS MODEL 1201, S/N 03969 5 SPEED
BROWN & SHARPE TOOL & CUTTER GRINDER MODEL NO. 10N
BROWN & SHARPE SURFACE GRINDER MODEL NO. 12
JONES & LAMSON 14" OPTICAL COMPARATOR MODEL PC-14-A
Page 29 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
CINCINNATI MILACRON TOOL & CUTTER GRINDER S/N FS375-E-80-04-22, (ID #G9)
WALKER TURNER PEDESTAL DRILL PRESS, W/ 1/2 HP MOTOR (ID #D-32)
BROWN & SHARPE SURFACE GRINDER MODEL 510, W/ PLATO 6" X 14" PERMANENT MAGNETIC
CHUCK, LUBRICATION, INDEX FIXTURE (ID #G2)
BROWN & SHARPE SURFACE GRINDER MODEL 618 MICROMASTER, 8.5" X 24.5" PERMANENT
MAGNETIC CHUCK
SENECA FALLS UNIVERSAL GRINDER MODEL R-O, S/N 25R01003, W/ RO DOUBLE END
UNIVERSAL GRINDING FIXTURE MODEL 40097AA721, W/ RO 10" COMPARATOR S/N 25R01003,
W/ SENECA FALLS UNIVERSAL FORM RELIEVING FIXTURE S/N 25R01003 (ID #G13)
1942 RIVETT TOOLROOM LATHE MODEL 715, S/N 337, 7" SWING, 14" BETWEEN CENTERS (ID
#L3)
BROWN & SHARPE SURFACE GRINDER MODEL 618 MICROMASTER, S/N 5236181-1503, WALKER 6
x 18" PERMANENT MAGNETIC CHUCK, (ID #G-5)
GROWN & SHARPE TOOL 7 CUTTER GRINDER MODEL NO. 10N, S/N 52510-445 (ID #G3)
1947 NORTON TOOL & CUTTER GRINDER, S/N 6394, (ID #G-1)
GAGE MASTER 13" OPTICAL COMPARATOR MODEL SERIES TWENTY, W/ GAGE MASTER DRO,
BENCH MODEL
BROWN & SHARPE UNIVERSAL TOOL & CUTTER GRINDER MODEL NO. 13, W/ BROWN & SHARPE
EXHAUST, POWER HEADSTOCK (ID #G-4)
GREENARD ARBOR PRESS MODEL NO. 3
BLACK DIAMOND PRECISION DRILL GRINDER MODEL 1A, 1/3 HP (ID #G-12_
JOHNSON GAS PEDESTAL FURNACE, MODEL 120NAT, S/N 125
MISCELLANEOUS PLANT SUPPORT EQUIPMENT CONSISTING OF: DOUBLE END GRINDERS, WORK
BENCHES, VISES, CHAIRS, DESKS, COLLETS, CHUCKS, DUMORE TOOLPOST GRINDERS, ARBOR
PRESSES, CARTS, FANS, MOTORS, VISES, GRINDING WHEELS, TOOLING, CLAMPS,
INSPECTION EQUIPMENT, S.S
ECONOMY ELECTRIC DIE LIFT TABLE, PORTABLE
CUSTOM FABRICATED CUTTING FIXTURE, W/ HOSES, TORCHES, 3-POSITION FIXTURE, TABLE,
ETC.
SHANNON THOMSON CUSTOM MACHINE
LEWIS SHEPARD ELECTRIC FORKLIFT MODEL JFTT-2, S/N JF6749, 2,000 LB CAPACITY,
DOUBLE MAST
Page 30 of 31 Pages
<PAGE>
Wright Machine Corp.
Schedule "A"
DESCRIPTION
GREENARD HYDRAULIC C-FRAME ARBOR PRESS, MODEL H-60-CD, S/N 514742, W/ 5 HP
WESTINGHOUSE MOTOR (ID #P-10)
CLARK ELECTRIC PALLET JACK W/CHARGER
POWERMATIC PEDESTAL DRILL PRESS, MODEL 1200 S/N 66-1132
CHASE ALLEN PEDESTAL DRILL PRESS
DAYTON BENCH MODEL DRILL PRESS
NO. 55 SCREW MACHINE (OUT OF SERVICE)
WORK SHOP CONSISTING OF: SHEFFIELD TESTER, PNEUMATIC TOOLS, VISES, WORK TABLE,
PIPE CUTTING TOOLS, METAL CABINET, METAL SHELVING
The following signatures constitute acceptance of Schedule A, consisting of 14
pages:
Accepted by:
Thomas Industries Auction & Liquidation Corp.
By: /s/ Tom Napolitano
----------------------------
Its: President
----------------------------
Accepted by:
Wright Machine Corp.
By: /s/ James G. Binch
----------------------------
Its: President
----------------------------
Page 31 of 31 Pages
