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Shortly after the acquisition of Ramoil, Registrant acquired Ramoil Engineering,
S.p.A. ("Engineering"), a company that had been principally owned by the same
shareholders as Ramoil. Due to certain aspects of applicable Italian law
relating to the corporate structure of Engineering and to the transfer of
ownership thereof, the acquisition of Engineering was completed in a manner
which constituted Engineering as a wholly owned subsidiary of Ramoil, which is a
wholly owned subsidiary of Registrant.
Engineering's principal business involves the manufacture and sale of commercial
furniture and aluminum frames for windows, doors and other uses. Following the
termination of the international trade operations of Ramoil in late 1996,
Engineering became, and currently remains, the only source of revenues for
Registrant. At the same time, Engineering terminated sales of its products in
Russia, an event that reduced Engineering's operations by 90%.
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