BTR Dunlop Holdings, Inc. - Page 4




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          in Henlow, England, that produced seals for building windows and            
          doors.                                                                      
               Schlegel UK-Leeds was a relatively small facility that                 
          produced only plastic automotive seals.  Schlegel UK-Coalville              
          was a much larger, more modern plant that produced both extruded            
          rubber and plastic automotive seals.  The primary customers of              
          Schlegel UK were Rover, Ford, and Jaguar, and the business with             
          Rover and Ford accounted for 60 to 70 percent of the business of            
          the automotive division.  In 1989, Schlegel UK-Coalville was                
          experiencing adequate growth, but there was concern about the               
          continued viability of Schlegel UK-Leeds.  Schlegel UK-Leeds was            
          later closed.                                                               
               Schlegel UK-Coalville did, however, experience some problems           
          in 1989 finishing seals manufactured for Rover.  Rover required             
          Schlegel UK-Coalville to mold corners of the rubber seals in the            
          shape of apertures to which the seals would be affixed.  The                
          Rover contract also obligated Schlegel UK to provide a new kind             
          of window seal called "sprayed-on slip coat", which Schlegel UK             
          had no experience producing.  Schlegel UK-Coalville experienced             
          manufacturing problems with these processes, increasing labor               
          costs and capital expenditures for new injection molding presses.           
               Schlegel UK did not make wire carrier and had no direct or             
          indirect ownership interest in the divisions of Schlegel                    
          Corporation that manufactured wire carrier.  Rather, Schlegel UK            





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