SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
___________________________
HITOX CORPORATION OF AMERICA
(Name of Subject Company)
PAULSON ACQUISITION LLC
PAULSON RANCH LTD.
BERNARD A. PAULSON
(Bidder)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
433658101
(CUSIP Number of Class of Securities)
___________________________
PAULSON ACQUISITION LLC
C/O FOUNDERS EQUITY GROUP, INC.
2602 MCKINNEY AVENUE
SUITE 220
DALLAS, TEXAS 75204
(214) 871-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
___________________________
Copy to:
PATRICK J. DOOLEY, ESQ.
VICTORIA A. BAYLIN, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
590 MADISON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 872-1000
___________________________
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on March 23, 1999 and amended and supplemented with an
Amendment No. 1 filed on April 2, 1999 (as amended and supplemented, the
"Schedule 14D-1"), relating to the offer by Paulson Acquisition LLC, a Delaware
limited liability company (the "Purchaser") to purchase up to 1,000,000 shares
of common stock, par value $0.25 per share (the "Shares") of Hitox Corporation
of America (the "Company") at a purchase price of $2.50 per share net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 23, 1999 and amended
April 2, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together with the Offer to Purchase, as amended from time to
time, constitute the "Offer").
The Purchaser is a wholly-owned limited liability company of the
Paulson Ranch, Ltd., a Texas limited partnership ("Paulson Ranch"). The general
partner of Paulson Ranch is Paulson Ranch Management, L.L.C., a Texas limited
liability company. The members of Paulson Ranch Management, L.L.C. are Mr.
Bernard A. Paulson and his wife. Mr. Paulson is a director and prior to March
24, 1999 was the acting Chief Executive Officer of the Company. The Purchaser,
Paulson Ranch and Mr. Paulson could be deemed to be affiliates of the Company.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 14D-1.
Item 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
1. Section 9. Certain Information Concerning the Company. Section 9
Certain Information Concerning the Company is hereby amended to include the
following on page 14 of the Offer to Purchase after the Balance Sheet Data:
"Recent Developments
In December 1998, the Company had furnished Mr. Paulson, and all other
Directors, with a proposed budget for 1999 (the "Proposed Budget") that
contained projected quarterly income statements, balance sheets and statements
of cash flow. In March 1999, at a Board Meeting, the Company presented Mr.
Paulson and all other Directors with projected financial results for 1999 (the
"Projections") in which the Proposed Budget was updated to include actual
results from 1998 and any changes in assumptions from the Proposed Budget. The
Projections have been filed as Exhibit No. (a)(9) to the Schedule 14D-1.
One of the assumptions on which the Projections are based is the sale
of the Furman Plaza building, which had served as the Company's headquarters
until February of 1998. The Company has informed Mr. Paulson that this sale was
completed during the first quarter of 1999 and has resulted in a gain of
approximately $25,000. The Company has informed Mr. Paulson that prior to the
sale of the Furman Plaza building, it repaid all of its bank debt, so the cash
<PAGE>
proceeds from the building sale was added to the Company's cash balance.
According to the Company, the amount of the Company's cash balance at any given
time depends, in part, upon the timing and amount of payments for raw materials.
In the Projections, the Company's cash balance at December 31, 1999 is
$3,189,000, which projection assumes a raw material payable of $1,842,000, as of
the same date. The Projections assume that the Company will not incur any new
long-term indebtedness during 1999.
The Company has informed Mr. Paulson that it has initiated a capital
project to increase its capacity to produce Haltex (aluminum tri-hydrate) which
is projected to result in increased sales of such product in 1999. The Company
has informed Mr. Paulson that it has budgeted $306,100 for this initiative in
its Projections, which project is expected to be completed during the second
quarter of 1999.
The Company has informed Mr. Paulson that the Projections include
projections for net sales, gross profit and net income of $13,359,000,
$4,187,000 and $1,403,000 (or net income of $0.30 per share), respectively, all
of which are increases from 1998. The Company has informed Mr. Paulson that
based on a preliminary analysis, first quarter results have been exceeding
projected first quarter results.
The foregoing information and the Projections have been included herein
at the request of the Company because such information and the Projections had
been furnished to Mr. Paulson. Their inclusion herein shall not be deemed to be
a determination that such information and the Projections are material to a
shareholder's decision to participate in the Offer.
The foregoing, which has been derived from the Projections and
information provided to Mr. Paulson by the Company, may constitute
forward-looking statements. There can be no assurance that the expectations
reflected in such forward-looking statements will prove to be correct. The
achieveability of the Projections depends on many factors such as the timing of
the completion of the Haltex project, the demand for the Company's products and
the incurrence of new indebtedness. The Projections involve a number of risks
and uncertainties that could cause actual results to differ materially from
those set forth in or suggested by the Projections. The forward-looking
statements and the Projections should, therefore, be considered in light of
these various factors. Although neither Mr. Paulson, the Paulson Ranch nor the
Purchaser has any knowledge that such information is untrue or inaccurate, none
of them take any responsibility for the accuracy or completeness of such
information or for any failure by the Company to disclose events that may occur
and may affect the significance or accuracy of any of such forward-looking
statements. The Company has informed Mr. Paulson that the Projections were not
prepared nor reviewed in accordance with the guidelines of the American
Institute of Certified Public Accountants. The Company provided the Projections
to Mr. Paulson who has assumed that they were reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the Company's
management as to the future operating and financial performance of the Company.
None of Mr. Paulson, Paulson Ranch and the Purchaser does not assume any
responsibility for making an independent evaluation of the Company's assets or
liabilities or for making any independent verification of any of the information
in the Projections. None of Mr. Paulson, Paulson Ranch and the Purchaser assume
any obligation to update, revise or reaffirm the Projections even though
subsequent developments may affect the Projections and their attainability by
the Company. The Company has informed Mr. Paulson that it does not assume any
such obligation."
<PAGE>
2. Section 13. Certain Conditions of the Offer. The first paragraph
on page 16 is hereby amended and restated as follows:
"Notwithstanding any other term of the Offer, the Purchaser shall not
be required to accept for payment, or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered shares
after the termination or withdrawal of the Offer), to pay for any Shares
tendered pursuant to the Offer, and may amend or terminate the Offer or postpone
the acceptance for payment, the purchase of, and/or (subject to any such
applicable rules and regulations of the Commission) payment for, Shares
tendered, if at any time at or before the Expiration Date any of the following
conditions exists:"
3. Section 13. Certain Condition to the Offer. Paragraph (c) on
page 18 of the Offer to Purchase is hereby amended and restated as follows:
"(c) any change (or any condition, event or development
involving a prospective change) shall have occurred or been threatened
in the business, properties, liabilities, capitalization, stockholders'
equity, financial condition, operations, licenses or franchises,
results of operations or prospects of the Company or any of its
subsidiaries or affiliates, which, in the reasonable judgment of the
Purchaser, is or may be materially adverse to the Company or any of its
subsidiaries or affiliates, or the Purchaser shall have become aware of
any facts which, in the reasonable judgment of the Purchaser, has or
may have material significance with respect to the value of the Company
or any of its subsidiaries or affiliates or the value of the Common
Stock to the Purchaser; or"
4. Section 13. Certain Condition of the Offer. Clause (viii) of
paragraph (d) on page 18 of the Offer to Purchase is hereby amended and restated
as follows:
"(viii) authorized, recommended, proposed or entered into, or
announced its intention to authorize, recommend, propose or
enter into, any transaction which in the Purchaser's reasonable
opinion could adversely affect either the value of the Company
or any of its subsidiaries or the value of the Common Stock,"
5. Section 13. Certain Condition of the Offer. The clause
immediately after the semi-colon in paragraph (f) on page 19 of the Offer to
Purchase is hereby deleted and the following clause is hereby added immediately
after paragraph (f):
"which, in the reasonable judgment of the Purchaser, in any
case, and regardless of the circumstances (including any action
or inaction by the Purchaser) giving rise to any such condition,
makes it inadvisable to proceed with the Offer or with such
acceptance for payment or payment."
6. Section 14. Certain Legal Matters. The last sentence of the
Section captioned Section 203 of the Delaware General Corporation Law on page 20
of the Offer to Purchase is hereby amended and restated as follows:
<PAGE>
"In the event that the Purchaser acquires at least 656,624
Shares in the Offer, the Purchaser, Paulson Ranch and Mr. Paulson,
would be deemed to be Interested Stockholders."
Item 11. Material to be filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended to add the following:
(a)(9) Hitox Corporation of America - 1999 Proposed Budget
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: April 8, 1999
PAULSON ACQUISITION LLC
BY: /S/ BERNARD A. PAULSON
________________________________
Name: Bernard A. Paulson
Title: President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit Description
- --------- --------------
(a)(9) Hitox Corporation of America - 1999 Proposed Budget
(a)(9)
Hitox Corporation
1999 Proposed Budget
General
- -------
The 1999 budget information is presented in standard financial
statement format, including projected quarterly income statements, balance
sheets, and statements of cash flows.
A discussion of the budget follows and is organized into three
sections: 1) assumptions, 2) results of operations, and 3) liquidity and capital
resources.
Assumptions
- -----------
* Sales assumptions are based on a sales forecast compiled with the
regional sales managers
* The entire 8,000 metric ton fifth year commitment under the supply
agreement with MTC is scheduled to be shipped in 1999 as per the
agreement. Based on an estimate provided by MTC, the price of synthetic
rutile for purchases in 1999 remains at $542, the same price as
synthetic rutile purchased in 1998
* Natural gas is the primary energy source for producing HITOX, BARTEX
and HALTEX. Natural gas is purchased monthly at market price, with no
contract currently in place. For 1998 through October, the gas price
has averaged $2.32. For the 1999 forecast, the gas price is estimated
at $2.50
* Barite ore is assumed to cost $127 per metric ton for purchases in 1999
* No royalty payment from Fluid Minerals Espanola or MTC are included
* No Malaysian joint venture is included
* Compensation and expenses for a CEO are included
* The Furman Plaza is assumed sold in 1998
* No term loans exist in 1999
<PAGE>
Results of Operations
- ---------------------
Sales
Sales quantities of HITOX pigment are projected to increase from
13,462,000 pounds for 1998, to 15,371,000 pounds forecast for 1999, an increase
of 14%. BARTEX sales quantities are forecast to increase 2,448,000 pounds from
1998 to 1999 with the introduction of new HALTEX grades. Net sales are forecast
to total $13,359,000 for 1999 compared with $11,511,000 estimated for 1998, an
increase of $1,848,000 or 16%.
Gross Profit
Gross profit is forecast to be $4,187,000, or 31.3% of sales in 1999,
compared with $3,429,000 or 29.8% of sales for 1998. The primary positive effect
on gross margin for 1999 is higher forecast sales. The price of synthetic rutile
purchased in 1998 was $542, which is the same price used in the 1999 forecast.
MTC will provide 100 metric tons of synthetic rutile as an (in kind) adjustment
at the end of 1998 which will lower the average cost of SR in 1999 and also help
improve margins. The actual price of SR purchased in 1999, the final year of the
supply agreement, will not be determined until the end of 1998. Sharp variations
in spot natural gas prices could also affect margins.
Expenses
General and administrative expenses are forecast at $1,031,000 in 1999,
compared with $1,021,000 in 1998, a nominal increase of $10,000. Technical
expenses are forecast to increase $126,000 to $443,000 in 1999 compared with
$317,000 forecast for 1998. The increase is primarily the result of a full year
of salary and benefits for the lab manager who joined Hitox in 1998 and the
salary and benefits of an additional lab technician yet to be hired.
Selling expenses are forecast to increase $241,000 from an estimated
$1,005,000 in 1998, to $1,246,000 in 1999. The increase results from the
addition of a National Sales Manager in 1999, as well as projected increases in
business development and travel expenses. Advertising and promotion expenses are
also forecast to increase in 1999.
Interest
Net interest is forecast to increase from $39,000 in 1998, to $81,000
in 1999, an increase of $42,000, because the Company's remaining term loan is
forecast to be prepaid in 1998. The Company's cash balance will earn at least
the interest paid on overnight cash deposits. No borrowing is forecast under the
line of credit in 1999.
<PAGE>
Provision for income tax
The Company has a net operating loss carryover from the sale of its
foreign subsidiaries which shelters taxable income from regular income tax. The
Company will, however, be subject to alternative minimum tax, which is estimated
at $14,000 in 1999.
Net income
Net income for 1999 is forecast at $1,403,000 compared with forecast
net income of $909,000 in 1998, an increase of $494,000, or 54% compared with
1998.
Earnings per share
Diluted earnings per share are estimated at $0.30 for 1999 compared
with $0.19 for 1998. The number of diluted shares outstanding used for 1999 is
4,682,000, which is determined based on the $1.738 average stock price of the
3rd quarter of 1998.
Liquidity and Capital Resources
- -------------------------------
For 1999, the Company will finance its operations principally through
cash flows provided by operating activities. There is a continuing need for
working capital for raw material purchases under the synthetic rutile supply
agreement with Malaysian Titanium.
The Company renewed its loan agreement with NationsBank on July 17,
1998. The loan agreement includes a $2,000,000 line of credit, which matures on
April 30, 2000, with an interest rate of the Bank's prime rate. The existing
term loan is assumed to be paid off in 1998 upon sale of the Furman Plaza. The
line of credit is secured by accounts receivable and inventory. The term loan is
unsecured.
The Capital Expenditure Budget for 1999 is $871,100. A detail of the
capital expenditures, included as a separate page of this report, shows that
$529,100 of the expenditures is in manufacturing, with the most expensive item
being the previously approved ATH project. Capital expenditures for plant
administration total $167,200, consisting mostly of roadway and other plant
improvements. Capital expenditures for the technical department, consisting
mostly of test equipment, total $91,900. Administrative capital expenditures
total $65,900 consisting mostly of computer hardware and software. Sales capital
expenditures total $17,000 for computer hardware.
The forecast indicates that cash will increase by $572,000 in 1999,
with cash from operating activities providing $1,443,000 while $871,000 will be
used for capital expenditures.
At year-end 1999, the synthetic rutile inventory level is forecast to
be approximately $3,600,000 in excess of the Company's target level for
synthetic rutile.
<PAGE>
Income Statements ($000's)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Projected Projected Projected Projected Projected Projected
________________________________________________________________________________________________
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total 1999 Total 1998
1999 1999 1999 1999
================================================================================================
Net sales $2,869 $3,795 $3,736 $2,959 $13,359 $11,511
Cost of goods sold 2,067 2,558 2,483 2,064 9,172 8,082
================================================================================================
Gross profit 802 1,237 1,253 895 4,187 3,429
General & Administrative 261 280 251 239 1,031 1,021
Selling Expenses 306 331 319 290 1,246 1,005
Technical Expenses 116 120 112 95 443 317
Adjustment-assets held for sale 0 0 0 0 0 120
Depreciation & amort 29 32 33 37 131 92
================================================================================================
Operating income 90 474 538 234 1,336 874
Other income (expense) net 0 0 0 0 0 6
Interest expense (net) (22) (12) (17) (30) (81) (39)
================================================================================================
EBT & Extraordinary item 112 486 555 264 1,417 919
Federal income taxes 1 5 5 3 14 10
================================================================================================
Earnings Before Extraord. Item 111 481 550 261 1,403 909
Extraordinary item:
Early extinguishment of debt 0 0 0 0 0 0
Net income $111 $481 $550 $261 $1,403 $909
================================================================================================
Earnings per share:
Fully diluted shares (000's): 4,682 4,682 4,682 4,682 4,682 4,682
Fully dil. income per share $0.02 $0.10 $0.12 $0.06 $0.30 $0.19
Sales tonnage (000's pounds):
HITOX 3,448 4,716 4,051 3,156 15,371 13,462
BARTEX 2,995 3,757 3,572 2,678 13,002 13,543
HALTEX 104 144 1,385 1,367 3,000 552
Sales dollars ($000's)
HITOX $2,211 $3,008 $2,592 $2,037 $9,848 $8,567
BARTEX $488 $625 $591 $428 $2,132 $2,243
HALTEX $23 $31 $394 $390 $838 $118
OTHER $147 $131 $159 $104 $541 $583
================================================================================================
TOTAL $2,869 $3,795 $3,736 $2,959 $13,359 $11,511
Other information:
Gross profit percentage 28.0% 32.6% 33.5% 30.2% 31.3% 29.8%
G & A/Sales 9.1% 7.4% 6.7% 8.1% 7.7% 8.9%
Selling & Marketing/Sales 10.7% 8.7% 8.5% 9.8% 9.3% 8.7%
Technical/Sales 4.0% 3.2% 3.0% 3.2% 3.3% 2.8%
EBDAIT/Sales 7.3% 16.1% 18.2% 12.7% 14.1% 12.0%
EBIT/Sales 3.1% 12.5% 14.4% 7.9% 10.0% 7.6%
Net Income/Sales 3.9% 12.7% 14.7% 8.8% 10.5% 7.9%
================================================================================================
</TABLE>
<PAGE>
(Income Statements cont'd)
<TABLE>
<CAPTION>
Variance
___________________
1999 vs. 1998
___________________
<S> <C> <C>
Amount %
___________________
Net sales $1,848 16%
Cost of goods sold $1,090 13%
Gross profit $758 22%
General & Administrative $10 1%
Selling Expenses $241 24%
Technical Expenses $126 40%
Adjustment-assets held for sale ($120) (100%)
Depreciation & amort $39 42%
Operating income $462 53%
Other income (expense) net ($6) (100%)
Interest expense (net) ($42) 108%
EBT & Extraordinary item $498 54%
Federal income taxes $4 40%
Earnings Before Extraord. Item $494 54%
Extraordinary item:
Early extinguishment of debt $0 ---
Net income $494 54%
Earnings per share:
Fully diluted shares (000's): 0 0%
Fully dil. income per share $0.11 54%
Sales tonnage (000's pounds):
HITOX 1,909 14%
BARTEX (541) (4%)
HALTEX 2,448 443%
Sales dollars ($000's)
HITOX $1,281 15%
BARTEX ($111) (5%)
HALTEX $720 610%
OTHER ($42) (7%)
TOTAL $1,848 16%
Other information:
Gross profit percentage 2% 5%
G & A/Sales (1%) (13%)
Selling & Marketing/Sales 1% 7%
Technical/Sales 1% 20%
EBDAIT/Sales 2% 17%
EBIT/Sales 2% 32%
Net Income/Sales 3% 33%
</TABLE>
<PAGE>
Balance sheets ($000's)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
====================================================================================================
Projected Projected Projected Projected Projected
====================================================================================================
Dec 31, 1998 Mar 31, 1999 June 30, 1999 Sept 30, 1999 Dec 31, 1999
====================================================================================================
Cash $1,537 $595 $1,379 $2,000 $2,109
Trade accounts receivable 1,571 1,639 1,960 1,889 1,108
Other accounts receivable 0 0 0 0 0
====================================================================================================
Total accounts receivable 1,571 1,639 1,960 1,889 1,108
Inventory
Finished goods 582 582 582 582 582
Raw Material in transit - SR 1,337 696 0 929 929
Raw material 4,155 4,642 4,823 4,099 5,063
====================================================================================================
Total inventory 6,074 5,920 5,405 5,610 6,574
Other current assets 10 125 117 105 100
====================================================================================================
Current assets 9,192 8,279 8,861 9,604 9,890
Property, plant & equip 8,290 8,806 8,976 9,118 9,161
less: accum. depr 5,715 5,835 5,972 6,113 6,256
====================================================================================================
Net plant and equipment 2,575 2,971 3,004 3,005 2,905
Other assets 25 25 25 25 25
====================================================================================================
Total assets 11,792 11,275 11,890 12,634 12,820
====================================================================================================
Accounts payable 172 247 291 273 185
Raw material payable - other 0 0 0 0 0
Raw material payable - SR 1,337 696 696 929 929
Notes payable, bank 0 0 0 0 0
Accrued expenses 300 238 328 307 320
Accrued debenture interest 0 0 0 0 0
Current maturities of LTD 0 0 0 0 0
====================================================================================================
Current liabilities 1,809 1,181 1,315 1,509 1,434
Long-term debt
Furman note 0 0 0 0 0
Term note 0 0 0 0 0
Total long-term debt 0 0 0 0 0
Other liabilities 0 0 0 0 0
====================================================================================================
Total liabilities 1,809 1,181 1,315 1,509 1,434
Common stock 1,186 1,186 1,186 1,186 1,186
Paid-in capital 14,341 14,341 14,341 14,341 14,341
Retained earnings (5,501) (5,390) (4,909) (4,359) (4,098)
Treasury stock at cost (43) (43) (43) (43) (43)
====================================================================================================
Net worth 9,983 10,094 10,575 11,125 11,386
====================================================================================================
Total liabilities
and stockholder's equity $11,792 $11,275 $11,890 $12,634 $12,820
====================================================================================================
</TABLE>
<PAGE>
Statement of Cash Flows ($000's)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Projected Projected Projected Projected Projected
============================================================================================
1st Quarter 1999 2nd Quarter 1999 3rd Quarter 1999 4th Quarter 1999 Total 1999
============================================================================================
Cash flows from
operating activities
Net income $111 $481 $550 $261 $1,403
Adjustments:
Depreciation 120 137 141 143 541
(Increase) decrease in trade A/R (68) (321) 71 781 463
(Increase) decrease in other A/R 0 0 0 0 0
(Increase) decrease in inv 154 515 (206) (963) (499)
(Increase) dec in other curr assets (115) 8 12 5 (90)
(Increase) decrease other assets 0 0 0 0 0
Increase (decrease) in A/P 75 45 (18) (88) 13
Increase (decrease) in raw mat pay (641) 0 233 0 (408)
Increase (decrease) in accr. exp. (62) 90 (21) 13 20
Increase (decrease) in other liab. 0 0 0 0 0
============================================================================================
Net cash provided by (used in)
operating activities (426) 955 762 152 1,443
Cash flows from investing activities:
Acquisition of PP&E (516) (170) (142) (43) (871)
============================================================================================
Net cash provided by (used in)
investing activities (516) (170) (142) (43) (871)
Cash flows from financing activities:
Net (payments) proceeds of Note 0 0 0 0 0
Net (payments) proceeds of LTD 0 0 0 0 0
Changes in treasury stock 0 0 0 0 0
Changes in common stock 0 0 0 0 0
Changes in paid-in capital 0 0 0 0 0
============================================================================================
Net cash provided by (used in)
financing activities
0 0 0 0 0
============================================================================================
Net increase (decrease) in cash (942) 785 620 109 572
Cash and cash equiv.-beg of period 1,537 595 1,379 2,000 1,537
============================================================================================
Cash at end of period $595 $1,379 $2,000 $2,109 $2,109
============================================================================================
</TABLE>
<PAGE>
1999 Capital Expenditure Budget
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Manufacturing
Jan-99 Railroad Tie Replacement $ 12,000
Jan-99 Crusher Water Recycle System 32,000
Feb-99 Blast & Paint Crossover 4,500
Feb-99 Crusher Feed Hopper Drive 5,200
Feb-99 Dust Collector - Product Hopper 8,000
Mar-99 Silo Measuring System 12,000
Apr-99 Bulk Bag Filing Machines 18,000
Apr-99 ATH Project 306,100
May-99 Air Dryer System 12,000
Jun-99 Air Compressor 28,000
Jun-99 Combustion Analyzer 2,800
Jul-99 Loading Ramps 3,500
Jul-99 Shop Press 1,800
Jul-99 Bartex Dust Collectors 5,400
Jul-99 InLine Magnets 12,000
Aug-99 Blast & Paint Bartex Equipmetn 44,000
Sep-99 Blast & Paint SR Silo 4,500
Sep-99 Cycletherm Water Pump 3,700
Oct-99 A/C for Breakroom 5,000
Oct-99 CB 500 Water Pump 4,200
Nov-99 Screw Conveyor Auger 4,400 $ 529,100
Plant Administration
Jan-99 Barcoding Equipment & Software $ 20,000
Mar-99 Roadway Improvements 64,000
Apr-99 Site Improvements 42,000
May-99 Fence Front Area 4,200
Aug-99 Road to Barge Dock 6,500
Aug-99 Year 2000 Phone Upgrade 1,000
Nov-99 Replace Office Exterior 14,500
Dec-99 Truck - Pickup 15,000 167,200
Technical
Mar-99 Brookfield Viscometer $ 4,000
Mar-99 Ball Mill & Pebbles 400
Apr-99 Carver Press Air/Hydraulic System 2,000
May-99 Thin Film Testing Equipment 45,000
Jun-99 Micro-Gloss Meter 2,000
Jun-99 Colorimeter 7,500
Jul-99 Hunter Lab Match System 5,000
Aug-99 Disperator Rheostat Tachometer 6,000
Sep-99 Misc. Plastic Testing Instruments 20,000 91,900
Administrative
Varies PC hardware $ 16,000
Varies Server hardware & software 4,500
Varies Printers/office Equipment 2,980
Varies PC Software 11,420
Jan-99 Accounting software 6,000
May-99 Document Management Software 5,000
Jul-99 Access Visual Basic Projects 20,000 65,900
Sales
Jan-99 PCs/Notebooks for Salespersons $ 12,000
Jul-99 Laptop for Sales Presentations 5,000 17,000
___________
$ 871,100
===========
</TABLE>
