<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DT Industries, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[DT INDUSTRIES LOGO]
DISCUSSION WITH SHAREHOLDERS
Certain statements included herein or made during this presentation are
forward-looking statements. The Company's actual results for such periods could
differ materially from the expected results if the Company experiences delays or
cancellations of customer orders, delays in shipping dates of products, cost
overruns on certain projects, currency fluctuations or other factors described
in the Company's filings with the US Securities and Exchange Commission.
<PAGE> 3
[DT INDUSTRIES LOGO] OCTOBER 2000
DISCUSSION AGENDA
O FISCAL YEAR 2000
O THE KALISH AND SENCORP/ARMAC PROBLEMS
O THE COMPANY'S LIQUIDITY
O THE COMPANY'S ORGANIZATIONAL RESPONSE
O OTHER ISSUES REQUIRING RESOLUTION
- NASDAQ LISTING
- CLASS ACTION LAWSUITS
O ROBERT W. PLASTER'S PUBLIC FILINGS
1
<PAGE> 4
[DT INDUSTRIES LOGO] OCTOBER 2000
FINANCIAL RESULTS FOR FISCAL YEAR 2000
BEFORE AND AFTER ACCOUNTING ADJUSTMENTS
(AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
IMPACT OF ACCOUNTING ADJUSTMENTS
---------------------------------------------------
AUDITED SENCORP/ WHERE WE THOUGHT
RESULTS KALISH OTHER WE WERE
------- ------- -------- ----------------
<S> <C> <C> <C> <C>
SALES $464.3 $ --- $464.3
GROSS MARGIN - AMOUNT 90.2 (9.6) $(7.3) 107.1
- % 19.4% 23.1%
OPERATING EXPENSES 79.9 0.8 0.4 78.7
------ ------ ----- ------
OPERATING PROFIT 10.3 (10.4) (7.7) 28.4
INTEREST EXPENSE 15.4 --- --- 15.4
------ ----- ----- ------
PRE-TAX INCOME (5.1) (10.4) (7.7) 13.0
TAXES (0.5) (4.6) (3.1) 7.2
------ ------ ----- ------
NET INCOME $ (4.6) $ (5.8) $(4.6) $ 5.8
------ ------ ----- ------
EPS $(0.45) $ 0.57
====== ======
DEPRECIATION 10.3 10.3
AMORTIZATION 5.5 5.5
------ ------
EBITDA $ 26.1 $ 44.2
====== ======
</TABLE>
2
<PAGE> 5
[DT INDUSTRIES LOGO] OCTOBER 2000
FINANCIAL POSITION - 1998-2000
(AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
AT FISCAL YEAR END
------------------------------------
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
ASSETS
CASH $ 8.7 $ 10.5 $ 6.9
ACCOUNTS RECEIVABLE 58.9 50.0 75.0
COST AND EARNINGS IN EXCESS OF AMOUNTS BILLED 94.9 65.8 67.5
INVENTORIES 52.9 49.4 41.2
PROPERTY, PLANT & EQUIPMENT 73.2 77.4 69.2
OTHER ASSETS 192.5 200.2 191.9
------ ------ ------
TOTAL ASSETS $481.1 $453.3 $451.7
====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 47.2 $ 37.5 $ 33.6
ACCRUED LIABILITIES 35.4 35.1 41.4
CUSTOMER ADVANCES/BIE 22.4 21.9 20.7
OTHER LONG-TERM LIABILITIES 14.1 13.8 11.3
TOTAL DEBT - REVOLVER & OTHER 126.9 104.6 90.0
CONVERTIBLE PREFERREDS 70.0 70.0 70.0
STOCKHOLDERS' EQUITY 165.1 170.4 184.7
------ ------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $481.1 $453.3 $451.7
====== ====== ======
</TABLE>
3
<PAGE> 6
[DT INDUSTRIES LOGO] OCTOBER 2000
SUMMARY CASH FLOW - 1998-2000
(AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------------
2000 1999 1998
-------- ------- -------
<S> <C> <C> <C>
NET INCOME (LOSS) $ (4.6) $ (5.1) $ 25.7
DEPRECIATION 10.3 10.1 8.3
AMORTIZATION 6.2 5.4 5.5
OTHER 4.1 1.1 8.0
(INCREASE) DECREASE IN WORKING CAPITAL (30.3) 16.3 (3.7)
-------- ------- ------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES (14.3) 27.8 43.8
INVESTING ACTIVITIES
CAPITAL EXPENDITURES (6.7) (15.9) (17.3)
ACQUISITIONS/DIVESTITURES (2.7) (12.1) (37.3)
FINANCING ACTIVITIES
NET DEBT ACTIVITY 25.6 14.5 40.8
FINANCING COSTS (1.3) -- (0.9)
TREASURY STOCK PURCHASES (10.0) (24.4)
OTHER/FCTA (2.4) (0.7) 0.6
-------- ------- ------
NET CASH FLOW $ (1.8) $ 3.6 $ 4.1
======== ======= ======
</TABLE>
4
<PAGE> 7
[DT INDUSTRIES LOGO] OCTOBER 2000
ORDER INPUT - 1996-2000 FISCAL YEARS
(AMOUNTS IN MILLIONS)
[Order Input 1996-2000 Fiscal Years Graph]
<TABLE>
<CAPTION>
FISCAL YEARS
-----------------------------------------------------------------
1996 1997 1998 1999 2000
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
$240.4 $381.7 $502.5 $396.7 $543.9
</TABLE>
PERCENT INCREASE OVER/UNDER PRIOR YEARS
44.7% 58.8% 31.6% (21.1%) 37.1%
5
<PAGE> 8
[DT INDUSTRIES LOGO] OCTOBER 2000
NET SALES -- 1996-2000 FISCAL YEARS
(AMOUNTS IN MILLIONS)
[Net Sales 1996-2000 Fiscal Years Graph]
<TABLE>
<CAPTION>
FISCAL YEARS
-----------------------------------------------------------------
1996 1997 1998 1999 2000
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
$235.9 $396.1 $519.3 $442.1 $464.3
</TABLE>
PERCENT INCREASE OVER/UNDER PRIOR YEARS
60.1% 67.9% 31.1% (14.9%) 5.0%
6
<PAGE> 9
[DT INDUSTRIES LOGO] OCTOBER 2000
END OF YEAR BACKLOG - 1996-2000 FISCAL YEARS
(AMOUNTS IN MILLIONS)
[End of Year Backlog - 1996-2000 Fiscal Years Graph]
<TABLE>
<CAPTION>
FISCAL YEARS
-----------------------------------------------------------------
1996 1997 1998 1999 2000
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
$112.2 $175.5 $224.8 $180.0 $259.6
</TABLE>
PERCENT INCREASE OVER/UNDER PRIOR YEARS
34.2% 56.5% 28.1% (19.9%) 44.2%
7
<PAGE> 10
[DT INDUSTRIES LOGO] OCTOBER 2000
KALISH AND SENCORP ACCOUNTING PROBLEMS
<TABLE>
<CAPTION>
DATE EVENT
------------ -------------------------------------------------------------------------------
<S> <C>
AUGUST 10 PRICEWATERHOUSECOOPERS ("PWC") ADVISED THE AUDIT AND FINANCE COMMITTEE AND THE BOARD
- FOR THE FIRST TIME - THAT THE AUDIT FOR THE FISCAL YEAR ENDED JUNE 25, 2000 WAS
NOT COMPLETE DUE TO THE NEED TO DO FURTHER WORK TO RECONCILE CERTAIN ASSET ACCOUNTS AT KALISH.
AUGUST 16 AT A SPECIAL MEETING OF THE BOARD OF DIRECTORS, THE BOARD WAS ADVISED THAT,
BASED ON WORK CONDUCTED SINCE AUGUST 10, IT APPEARED THAT THE ACCOUNTING ISSUES
OF KALISH MIGHT BE MUCH MORE SIGNIFICANT THAN ORIGINALLY THOUGHT AND, THAT AS A
RESULT, THE COMPANY WOULD HAVE TO DELAY THE RELEASE OF ITS FISCAL YEAR 2000
EARNINGS UNTIL AUGUST 24, 2000.
PWC ALSO ADVISED THE BOARD THAT THERE WERE INDICATIONS THAT THE PROBLEMS MIGHT
INCLUDE BOTH THE CURRENT AND THE PRIOR FISCAL YEARS.
AUGUST 21 THE BOARD ADOPTED A RESOLUTION DIRECTING ITS AUDIT AND FINANCE COMMITTEE TO
CONDUCT SUCH INQUIRIES AS IT DEEMED APPROPRIATE WITH RESPECT TO THE FINANCIAL
REPORTING ISSUES AT KALISH, AND THE AUDIT AND FINANCE COMMITTEE RETAINED BRYAN CAVE
LLP AS SPECIAL COUNSEL. BRYAN CAVE ENGAGED AN INDEPENDENT ACCOUNTING FIRM TO ASSIST IT IN
THE INVESTIGATION.
PWC ADVISED THE COMPANY THAT ITS REPORTS ON THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS AS OF AND FOR THE FISCAL YEARS ENDED JUNE 27, 1999, JUNE 28, 1998
AND JUNE 29, 1997 SHOULD NO LONGER BE RELIED ON, AND THE COMPANY ISSUED A PRESS RELEASE ANNOUNCING,
AMONG OTHER THINGS, THE KALISH ACCOUNTING PROBLEM AND WARNING THAT SUCH FINANCIAL STATEMENTS SHOULD
NO LONGER BE RELIED ON.
</TABLE>
8
<PAGE> 11
[DT INDUSTRIES LOGO] OCTOBER 2000
KALISH AND SENCORP ACCOUNTING PROBLEMS
(CONT'D)
<TABLE>
<CAPTION>
DATE EVENT
------------ -------------------------------------------------------------------------------
<S> <C>
OCTOBER 4 AT A MEETING OF THE AUDIT AND FINANCE COMMITTEE, BRYAN CAVE REPORTED THE RESULTS
OF ITS INVESTIGATION. THE AUDIT AND FINANCE COMMITTEE THEN PRESENTED ITS
FINDINGS AND RECOMMENDATIONS TO THE FULL BOARD OF DIRECTORS.
UPON REVIEWING THE AUDIT AND FINANCE COMMITTEE'S REPORT, THE BOARD OF DIRECTORS TERMINATED MESSRS.
LEWIS AND PALLAY AND KALISH'S SENIOR FINANCIAL OFFICER. IN ADDITION, IT ASKED
MR. LEWIS TO RESIGN FROM THE BOARD OF DIRECTORS.
DURING THE INVESTIGATION, THE COMPANY LEARNED OF SIMILAR ACCOUNTING MISSTATEMENTS AT SENCORP/ARMAC.
THE BOARD FOLLOWED THE SAME ACTION PROCESS THAT HAD BEEN USED AT KALISH.
WHEN IT WAS DETERMINED THAT SENCORP HAD SUFFERED THE SAME KIND OF ACCOUNTING
IRREGULARITY AS KALISH AND THAT IT WAS MATERIAL, THE AUDIT AND FINANCE COMMITTEE
ASKED BRYAN CAVE TO EXPAND ITS INVESTIGATION AND, ONCE AGAIN, BRYAN CAVE
RETAINED AN INDEPENDENT ACCOUNTING FIRM TO ASSIST IN THE INVESTIGATION. THE
INVESTIGATION DETERMINED THAT THE SENCORP IRREGULARITIES IMPACTED ONLY FISCAL
YEAR 2000 BUT AMOUNTED TO A REQUIRED WRITE-OFF OF $6.8 MILLION EBITDA. SENCORP'S
SENIOR FINANCIAL OFFICER WAS TERMINATED AS A RESULT OF THIS INVESTIGATION.
</TABLE>
9
<PAGE> 12
[DT INDUSTRIES LOGO] OCTOBER 2000
KALISH AND SENCORP ACCOUNTING PROBLEMS
(CONT'D)
<TABLE>
<CAPTION>
AMOUNTS IN MILLIONS (US$)
----------------------------------------------------
FY 1997 FY 1998 FY 1999 FY 2000
------- ------- ------- -------
<S> <C> <C> <C> <C>
OPERATING PROFIT CHANGE $ (2.1) $ (7.4) $ (4.0) $ (18.1)
NET INCOME CHANGE (1.6) (4.0) (3.4) (10.4)
EPS CHANGE (0.15) (0.30) (0.34) (1.03)
</TABLE>
10
<PAGE> 13
[DT INDUSTRIES LOGO] OCTOBER 2000
SUMMARY OF REVOLVING BANK CREDIT
o THE COMPANY'S CREDIT FACILITY REMAINS AT $140 MILLION, SUBJECT TO REDUCTION
UPON CERTAIN ASSET SALES
o THE MATURITY DATE OF THE FACILITY IS JULY 2, 2001
o INCREASE IN RATE PRICING
* STEP UP OF 50 BASIS POINTS NOW
* STEP UP OF AN ADDITIONAL 25 BASIS POINTS - FEBRUARY 15, 2001
11
<PAGE> 14
[DT INDUSTRIES LOGO] OCTOBER 2000
COVENANTS - BANK AMENDMENT
OCTOBER 12, 2000
<TABLE>
<CAPTION>
Q1 SEP 2000 Q2 DEC 2000 Q3 MAR 2001 Q4 JUN 2001
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
MAXIMUM FUNDED DEBT TO EBITDA RATIO 5.75 5.00 4.50 3.50
MINIMUM FIXED CHARGES RATIO 1.10 1.10 1.10 1.25
MINIMUM EBITDA TO INTEREST EXPENSE RATIO 1.40 1.45 1.45 1.80
MINIMUM 12 MONTH EBITDA
(IN MILLIONS) $ 25.0 $ 27.5 $ 29.0 $ 37.5
CUMULATIVE MAXIMUM ANNUAL
CAPITAL EXPENDITURES (IN MILLIONS) $ 1.5 $ 3.5 $ 6.7 $ 8.6
MINIMUM NET WORTH STARTING POINT
(IN MILLIONS) $ 160.0
</TABLE>
12
<PAGE> 15
[DT INDUSTRIES LOGO] OCTOBER 2000
OPTIMISM FOR FISCAL 2001
o STRONG BEGINNING BACKLOG
o Q1 ORDERS OF $165.0 MILLION
o IMPROVING OUR MANAGEMENT OF WORKING CAPITAL
o DIVESTMENT OF BUSINESS UNITS
13
<PAGE> 16
[DT INDUSTRIES LOGO] OCTOBER 2000
ORGANIZATION AS OF OCTOBER 11, 2000
[Organizational Chart]
14
<PAGE> 17
[DT INDUSTRIES LOGO] OCTOBER 2000
FUTURE PLAN (SHORT-TERM)
[Future Plan Chart]
15
<PAGE> 18
[DT INDUSTRIES LOGO] OCTOBER 2000
NASDAQ LISTING
<TABLE>
<S> <C>
o AUGUST 23, 2000 THE COMPANY'S PRESS RELEASE ANNOUNCED THAT PRICEWATERHOUSECOOPERS, ITS
INDEPENDENT AUDITORS, REQUESTED ADDITIONAL TIME IN ORDER TO CONTINUE TO
INVESTIGATE AN OVERSTATEMENT OF CERTAIN ASSET ACCOUNTS OF ITS WHOLLY-OWNED
SUBSIDIARY, KALISH, INC. ADDITIONALLY, PENDING COMPLETION OF THE AUDIT, THE
COMPANY STATED THAT ITS FISCAL 1997, 1998 AND 1999 FINANCIAL STATEMENTS SHOULD
NOT BE RELIED UPON.
o AUGUST 23, 2000 TRADING IN THE COMPANY'S SECURITIES WAS HALTED BY NASDAQ.
o AUGUST 24, 2000 NASDAQ REQUESTED CERTAIN INFORMATION FROM THE COMPANY IN ACCORDANCE WITH
MARKETPLACE RULE #330(C) OF THE NASDAQ STOCK MARKET.
o SEPTEMBER 8, 2000 PRELIMINARY RESPONSES WERE PROVIDED TO NASDAQ.
o SEPTEMBER 18, 2000 NASDAQ STAFF DETERMINED TO DE-LIST THE COMPANY'S SECURITIES FROM THE NASDAQ
NATIONAL MARKET AT THE OPENING OF BUSINESS ON SEPTEMBER 25, 2000.
o SEPTEMBER 22, 2000 THE COMPANY REQUESTED AN ORAL HEARING WITH A NASDAQ PANEL, REQUESTING CONTINUED
LISTING.
o SEPTEMBER 26, 2000 REQUEST FOR HEARING GRANTED.
o OCTOBER 20, 2000 HEARING DATE IN WASHINGTON, D.C.
</TABLE>
16
<PAGE> 19
[DT INDUSTRIES LOGO] OCTOBER 2000
CLASS ACTION LAWSUITS
IN CONNECTION WITH THE ACCOUNTING RESTATEMENTS, THE COMPANY, ITS KALISH
SUBSIDIARY AND CERTAIN OF THEIR OFFICERS HAVE BEEN NAMED AS DEFENDANTS IN THREE
PURPORTED CLASS ACTION LAWSUITS. THE COMPLAINTS RECEIVED BY THE COMPANY ALLEGE
THAT, AS A RESULT OF ACCOUNTING IRREGULARITIES, THE COMPANY'S PREVIOUSLY ISSUED
FINANCIAL STATEMENTS WERE MATERIALLY FALSE AND MISLEADING AND THUS CONSTITUTED
VIOLATIONS OF FEDERAL SECURITIES LAWS BY THE COMPANY AND CERTAIN OFFICERS.
THE ACTIONS ALLEGE THAT THE DEFENDANTS VIOLATED SECTION 10(B) AND SECTION 20(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 10B-5 PROMULGATED THEREUNDER.
THE COMPLAINTS SEEK DAMAGES IN UNSPECIFIED AMOUNTS. THE ACTIONS PURPORT TO BE
BROUGHT ON BEHALF OF PURCHASERS OF THE COMPANY'S COMMON STOCK BETWEEN SEPTEMBER
29, 1997 AND AUGUST 23, 2000. ADDITIONAL PURPORTED CLASS ACTION LAWSUITS SIMILAR
TO THESE MAY BE FILED. THE COMPANY IS CURRENTLY EVALUATING THESE CLAIMS AND
POSSIBLE DEFENSES THERETO AND INTENDS TO DEFEND THESE SUITS VIGOROUSLY.
WHERE FILED -- U.S. DISTRICT COURT
WESTERN DISTRICT OF MISSOURI -
SOUTHERN DIVISION, SPRINGFIELD MO
ASSIGNED JUDGE -- HON. DEAN WHIPPLE
LEAD DEFENSE COUNSEL -- DAVID KISTENBROKER, ESQ.
(FREEBORN & PETERS, CHICAGO IL)
LOCAL COUNSEL -- MICHAEL THOMPSON, ESQ.
(BLACKWELL SANDERS PEPER MARTIN,
KANSAS CITY MO)
17
<PAGE> 20
[DT INDUSTRIES LOGO] OCTOBER 2000
THE PLASTER SITUATION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G - FILED 10/28/99
ITEM 2.
(A) NAME OF PERSON FILING: ROBERT W. PLASTER
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED: 880,400 (NOW 1,105,300)
(B) PERCENT OF CLASS: 8.7% (NOW 10.9%)
ITEM 10. CERTIFICATION.
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY
COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT
HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER
OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A
PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT.
18
<PAGE> 21
[DT INDUSTRIES LOGO] OCTOBER 2000
THE PLASTER GROUP 13D
ON JUNE 19, 2000, MR. PLASTER FILED A SCHEDULE 13D INDICATING AN INTEREST IN
INFLUENCING THE CONTROL OF THE COMPANY.
ON SEPTEMBER 8, 2000, MR. PLASTER FILED AN AMENDMENT TO SCHEDULE 13D STATING
THAT HE HAS NOW DETERMINED THAT HE DESIRES TO EXERCISE CONTROL OF DT INDUSTRIES,
INC. MR. PLASTER PROPOSES THAT THIS CONTROL WILL TAKE PLACE THROUGH THE
FOLLOWING MEANS:
O FIRST, MESSRS. PLASTER, LARRY WEIS - AN ASSOCIATE OF MR. PLASTER - AND
A THIRD PERSON, SELECTED BY MR. PLASTER, WOULD BE APPOINTED TO THE
BOARD OF DIRECTORS OF DTI.
O SECONDLY, THE BOARD OF DIRECTORS WOULD BE REDUCED FROM ITS CURRENT
SIZE OF EIGHT TO SEVEN AND MR. PLASTER WOULD BE APPOINTED THE VICE
CHAIRMAN.
O THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF DT INDUSTRIES,
INC. WOULD BE RECONSTITUTED TO CONSIST OF ONLY THE THREE NEW DIRECTORS
AND MR. PLASTER WOULD BE CHAIRMAN OF THAT COMMITTEE.
O DT INDUSTRIES WOULD ENTER INTO A MANAGEMENT AGREEMENT WITH EVERGREEN
INVESTMENTS, AN ENTITY CONTROLLED BY MR. PLASTER, OR A COMPANY
CONTROLLED BY EVERGREEN, THAT WOULD OBLIGATE DT INDUSTRIES TO RETAIN
EVERGREEN TO PROVIDE - FOR A FEE - THE SERVICES OF MESSRS. PLASTER AND
WEIS ALONG WITH ANY OFFICE SPACE AND OTHER SUPPORT SERVICES THAT MIGHT
BE NEEDED BY DT INDUSTRIES.
O DT INDUSTRIES WOULD BE REQUIRED TO ENTER INTO A FINANCIAL ADVISORY
ARRANGEMENT WITH ANOTHER COMPANY DESIGNATED BY MR. PLASTER.
19
