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Notes to Consolidated Financial Statements

4. ACQUISITIONS

On August 31, 1999, the Company acquired all of the assets and assumed certain liabilities, consisting primarily of trade debts and accrued expenses, of the Engineered Fasteners Division of Eaton Corporation and its Tinnerman product line (collectively referred to as "Tinnerman") for a total purchase price of $173.3 million in cash. Tinnerman had 650 employees and manufactures a wide variety of fastening devices for the automotive, business equipment, consumer electronics and home appliance markets. Tinnerman has manufacturing faculties in Brunswick and Massillon, Ohio and Hamilton, Ontario, Canada.

On July 19, 1999, the Company acquired all the outstanding capital stock of Ellison Holdings PLC, a privately held company, and its German affiliate Ellison, Roettges & Co. GmbH (collectively referred to as "Ellison") for $13.8 million in cash, a $0.4 million note payable 24 months from the date of acquisition and other contingent consideration. Ellison, headquartered in Glusburn, West Yorkshire, England, manufactures retaining and snap rings as well as lockwashers for the automotive, heavy vehicle and industrial markets. As part of the acquisition plan, the Company closed its existing facility in Bingley, UK and consolidated that operation with the Ellison facility.

On June 29, 1998, the Company acquired all of the outstanding stock of Aerospace Rivet Manufacturers Corporation ("ARM") for $26.2 million in cash. ARM, located in City of Industry, California, produces rivets and externally threaded fasteners for the aerospace industry. The Company recorded $21.7 million of goodwill associated with this acquisition. As discussed above, the Company announced the intention to sell ARM on January 19, 2001. A valuation allowance for the unamortized balance of goodwill was established in 2001.

On July 28, 1998, the Company acquired all of the outstanding stock of Norco, Inc. ("Norco") for $17.7 million in cash, including direct acquisition costs, and other contingent consideration. Norco, located in Ridgefield, Connecticut, produces aircraft engine compartment hold open rods, actuators and other motion control devices for the aerospace industry. The Company recorded $7.1 million of goodwill associated with this acquisition which is being amortized over 40 years.

The following table presents the allocation of purchase price of the 2000 acquisitions (in thousands):

	Tinnerman	Ellison
Purchase Price	$173,329	$14,172
Tangible Net Assets	37,637	12,865
Goodwill	117,692	892
Patents	4,850	-
Trademarks	13,150	-

The following table presents the allocation of purchase price of the 1999 acquisitions (in thousands):

	Norco	ARM
Purchase Price	$17,705	$26,195
Tangible Net Assets	10,587	4,460
Goodwill	7,118	21,735

The following summarizes the Company's pro forma information as if the acquisitions of Tinnerman, Ellison, ARM and Norco had occurred at the beginning of the period presented. The pro forma results give effect to the amortization of goodwill and additional depreciation and the effects on interest expense and taxes (in thousands except per share amounts):

	2000	1999
Net sales	$ 338,747	$ 345,768
Income from continuing operations	$ 7,378	$ 13,064
Net income	$ 6,837	$ 12,283
Basic earnings per share	$ 1.11	$ 1.97
Diluted earnings per share	$ 1.11	$ 1.94

The above pro forma information does not purport to be indicative of the financial results which actually would have occurred had the acquisitions been made at the beginning of the period presented or subsequent to that date.