Schwartz Heslin Group OverviewIn the history of every organization, there are times when critical choices must be made, choices thataffect the firm’s ability to grow, its profitability, even its survival. Our firm helps find creative solutionsto problems, often turning potential failure into success. We assist management in the preparation of realistic business and strategic plans. We analyze equity and debt structure and recommend practical fund raising options based on our analysis of financial projections. We assist management of distressed companies and the lenders who service them. We offer exceptional depth in mergers, acquisitions, divestitures, management and leveraged buyouts, recapitalizations and other strategic corporate transactions. We have significant expertise in rendering valuations and fairness opinions for both private and public companies. We offer a broad range of insurance consulting and risk analysis services.The Schwartz Heslin Group, Inc. was founded in 1985. Using the unique blend of talents of ourmanaging directors and staff, we have completed over 390 engagements throughout the UnitedStates, Canada and Europe. We welcome the opportunity to assist you in accomplishing your goalsand objectives.
PROFESSIONAL SERVICESBusiness and Strategic PlanningWe assist management in the preparation of realistic business and strategic plans. The business plan is a guidefor the organization and the primary method of communicating with financing sources. Also, we developmonitoring tools to assure that management measures performance against plan and modifies the plan asconditions change. We participate in periodic reviews with management and Boards of Directors.Financing StrategyWe analyze equity and debt structure and recommend practical options based on our analysis of financialprojections. We successfully blend a total financing strategy for each client, bringing together equity privateplacements and a combination of public offerings, private placements, conventional lending and bridge loans toachieve client objectives.Distressed Company Advisory ServicesAt times, organizations face challenging situations and lenders need help resolving problem loans, especiallyduring distressed economic periods. Both borrowers and creditors need expertise which may not be availablewithin either organization or may be limited in scope due to legal liability. We bring a team of experiencedprofessionals who identify key areas requiring change. Together with management, we develop proactive plansto facilitate a turnaround. In addition, we work with the clients lenders and other interested parties to structuresolutions to the major issues facing the business. In some cases, we will assist in the merger or sale of thebusiness as an appropriate option for the company. Our approach is comprehensive and intense.
Professional Services (Continued)ValuationsSHG has been in the valuation business since its formation in 1985. Our services focus primarily on valuationsof private and closely held mid-market businesses. We develop valuations for: Potential sale or purchase of businesses ESOPs Sale and/or repurchase of shares of stock Estate planningSHG does not provide appraisals/valuations for divorce or tax disputes.Fairness OpinionsSHG has significant expertise in rendering valuations and fairness opinions for both private and publiccompanies. Our work generally includes a comprehensive operational and financial review. In addition, weutilize a number of sophisticated databases to access information for developing numerous analyses, bothquantitative and qualitative, to support our Opinions.Mergers, Acquisitions and DivestituresSHG offers exceptional depth of experience in mergers, acquisitions, divestitures, management and leveragedbuyouts, recapitalizations and other strategic corporate transactions. We have proven expertise in each stage ofa transaction, preparation of a client for meetings, structuring of merger and sale transactions and negotiation ofsale and purchase terms. Services include due diligence, valuation analysis of client and target companies,introductions to underwriters and sources of funding, as well as negotiation assistance throughout the process.
Professional Services (Continued)Insurance Advisory ServicesWe offer a broad range of insurance consulting and risk analysis services. We design self-insurancealternatives, establish specialized insurance coverage and provide detailed analysis of on-going programs. Wealso assist in the design, evaluation and marketing of new programs.
METHODOLOGYPlanning and ImplementationHow does Schwartz Heslin Group help organizations faced with critical choices? We start each projectwith a thorough due diligence review and two-day strategic planning session that involves a detailedexamination of the finances, history, market, organization and operations of the business. Next, incooperation with the CEO, we formulate a business plan designed to meet the firm’s objectives. Finally,we work with the CEO to implement the approved plan which often includes assisting our clients infinding outside capital.Financing SourcesSHG maintains a broad-based network of funding sources, including commercial and savings banks,insurance companies, pension funds, venture capital firms, other investment bankers, mortgagebankers, merchant bankers, high net worth individuals and SBIC’s, as well as local, state and federalcontacts.TeamSHG is staffed by top-notch professionals in general management, planning, corporate finance, andinsurance. Since we focus on the overall business, several staff members with diverse skills may workon any given project. To achieve success, we depend on the full participation of client management andtheir outside professionals throughout the engagement.
Methodology (Continued)CompensationSHG is compensated on an hourly fee and expense basis, plus a contingent success fee, whenappropriate. We provide our clients with a detailed proposal outlining the engagement objectives,staffing and fees associated with the engagement.Long Term RelationshipDuring the engagement, SHG develops close relationships with clients. This association usuallyextends to an ongoing working relationship contributing to efficient and cost effective results.
REPRESENTATIVE CLIENT LISTINTERNET AND E-COMMERCE CMG Group, Inc. FINANCIAL SERVICESAuthoria, Inc COMMSOFT Contemplor GmbH Access Managed Health CareConcept Systems, Inc. Cross Com Network Ameri-Life & Health Services, Inc.earthwarterfire.com Cylogix Artech Information Systems, Inc.EB2B.com Data Management Associates, Inc Automotive Venture Fund, Inc.Empirepage.com Docucon, Inc. Broadway Acquisition PartnershipEventlogix.com Document Strategies, Inc. Bankers Protective Life Insurance CompanyGo2Pay, Inc. eNVIZION COMMUNICATIONS GROUP, LTD Barington Capital Corporation, LPHerAuto.com Glasgal Communications, Inc. Benson Financial Corp, LPInteractive Efficiency, Inc. Glens Falls Communications Corporation Bradford National Life Insurance CompanyInteractive Learning (ILINC) Guytech USA, Inc. Capital District Physicians Health PlanJuJu Media, Inc. Heidelberg Engineering Cash Your Check, Inc.Logical.Net Corporation Heleonetics Corporation Coastal Capital PartnersMagellan Foundation i2eyenet.com Core Capital GroupMargo Caribe, Inc. ICUCOM Corporation CSC II, Inc.Matrix Intermedia IFS International, Inc. DCDCMt. Cook Salmon, Ltd. ImageLabs, Inc. Employee Family Protection, Inc.Musicmaker.com Image Systems Technology, Inc. First Cardinal CorporationNetlan Interactive, Inc. Immersive Technologies, Inc. First Non-Profit CompaniesOnlineTV.com Intelligent Computer Music Systems Fleet Bank, FSOPatient Discharge Desk Knowledge Garden Gibbens CompanyPowerAdz.com Ligature, Inc. Goran Capital, Ltd.School Administrators Assn. of NYS Logicraft Corporation Greater Greensboro Merchants AssociationSpectra.Net Communication, Inc. Nesbit Systems, Inc. Groos Bank, N.A.Thinking Tools, Inc. NeuralWare, Inc. Illington Fund Management LLCUoutsource.com NYNEX Business Information Systems, Inc. Interamericas Investments, Inc.INFORMATION TECHNOLOGY Pattern Systems International, Inc. IR Resources, Inc.A Novo Broadband, Inc. Progressive Strategies Kelly Field National BankAdirondack Technologies Publications Systems, Inc. Kurchner Capital ManagementAdvanced Management Research Shaker Computer & Management Services LDH Holdings, Inc.All-Pro Products, Inc. Stochos, Inc. John W. Loofbourrow Associates, Inc.AlphaNet Solutions, Inc. Tech Valley Communications Managed Comprehensive CareARC Communications Univisions Crimson Group MedAccept, Inc.AutoQuant Imaging, Inc. Univisions Video Systems, Inc. Merchants Association of Florida, Inc.BitWise Designs, Inc. Verax Systems, Inc. Merchants Information Solutions, Inc.Business Link Communications Vestcom International, Inc. MVP Health Plan, Inc.CADKEY Corporation XANCOMM, Inc. NY Business Development Corporation
PAFCO General Insurance Company Luscombe Aircraft Corporation JM Development CorporationPaypro Resources, Inc. Lync Systems, Inc. Major AutoMalls, LLCPCX Trade Technologies, Inc. MBOG Morache/Kenneally Dev. CorporationPremium Payment Plan Mechanical Technology, Inc. New Concept Communities, Inc.Private Investors MEMPRO, Inc. Outdoor Escapes CorporationSan Antonio Retail Merchants Association Motch Corporation Parker InnSilverSword Solutions Motor Vehicle Protection Systems, Inc. Saratoga Health RetreatSimmons International, Inc. Motorsports Training Center of America, Inc.. Springhill, Inc.Southern National Financial Corporation Mt. Cook Salmon, Ltd. The Michael’s Group, Inc.Standard Management Corporation MTW Corporation Trident Marine International, Inc.UniSURe Corporation NEM, bv Uccellini/United CorporationVital Management Corporation NLS Commercial Printing NOF Corporation GOVERNMENT / NOT-FOR-PROFITTECHNOLOGY/MANUFACTURING Norwich Aero Products, Inc. 501(c) Insurance Services, Inc. Optimum Air CorporationAmerican Generics Alliance of Chemical Industries of NYS, Inc. Oxygen Enrichment Ltd.Blasch Precision Ceramics, Inc. Business Council of NYS, Inc. Peanut Wonder CorporationCadic Technologies International Business Services Corporation Pond Hill Homes Acquisition, Inc.CardioMag Imaging, Inc. Empire State Society of Assn. Executives Professional Building Systems, Inc.Chelsea Ridge Homes, Inc. Iron Workers District Council Protech Armour, Inc.Chemical and Technics Corporation Manuf. Assn. of Central NY (MACNY) Reflective Light Technologies, Inc.Comprehensive Power, Inc. National Resource Group REM Technologies, Inc.Computer Numerical Control NY Business Development Corporation Seeley Machine ToolsCrown Recreation, Inc. NY First-NYCAN Workers Comp Reform Testamatic CorporationDais-Analytic Corporation NYS Industries for the Disabled Troy Shirtmakers Guild, Inc.Davis Acoustical Corporation NYS Laborer’s Health & Safety Trust Fund Vita Food Products, Inc.Dugan Enterprises NYS Messengers and Couriers Association Wisconsin TissueESARCO International, Inc. NYS Science & Technology Foundation Vanguard Communication ServicesGarden Way, Inc. Rensselaer County X-ray Optical SystemsGeneral Steel Fabricators, Inc. Retail Council of NYSHamilton Printing, Inc. Saratoga County General Services REAL ESTATE DEVELOPMENTHendricks Manufacturing Company of NY, Inc. Saratoga Economic Development CorporationIEH Corporation Altamont Homes Special Trades Construction & Contr. TrustIntermagnetics General Corporation Angel Fire Corporation United Auto Workers LocalJefco Laboratories Briggs Construction Company Upstate Ironworker Employer AssociationJRS Technology, Inc. Cambridge Hotel Washington CountyKeystone Associates Carousel Hotel CompanyKintz Plastics, Inc. Central Warehouse, Inc.Lexington Industries Chelsea Ridge Associates, Inc.LHD Vending Systems Financial District Associates, LPLockwood Greene Petersen, GmbH Gerrity Management, Inc.
ENVIRONMENTAL RETAIL/ DISTRIBUTION Exhibit Planning & Management, Inc. Herzog, Engstrom, Koplovitc, PCAceto Corporation Alamo City Harley-Davidson, Inc. James M. Merberg, Esq.Consolidated Automotive Recyclers, Inc. Albany Family Amusement Center Lemery MacKrell Greisler, LLCConversion Technologies, Inc. Boardman’s Limited Light and Power Productions, Inc.FMC Corp. Cafeccino, Inc Lockwood Greene Petersen, GmbHInternational Enviromelt Corp. Cambridge Inn Outsource Partners, Inc.Lockwood Greene Petersen, GmbH Capitol District Supply, Inc. Phone Power, Inc.Norsea Corporation Cheeburger Cheeburger Proskauer Rose, LLPNorth American Recycling Corporation Christopher’s Men’s Stores, Inc. Roberts Towing & Recovery SpecialistsTKM Materials, LLC Discount Paging, Inc. Schnurr & Jackson Associates, Inc.Toxgon Corporation Dorian Group, Ltd. Seyfarth, Shaw, Fairweather & GeraldsonUpstate Environmental Services Fraternal Composites Theil Trucking Gerald Genta of North America, Inc. Transport Logistics CorporationHEALTH CARE Harmanus Bleecker Restaurant Group, Inc. Upper Hudson River Railroad Harvest Restaurant Group, Inc.Ameri Care, Inc. Vanguard Communications Home BistroCardioMag Imaging, Inc. Walsh Messenger Service Millwork Specialties, Inc.Coromed, Inc. Red Gate Concessions, Inc.Corporate Health Dimensions, Inc. MISCELLANEOUS ReJuveness Pharmaceuticals, Inc.International Ophthalmics, Inc. Airlimo, LLC Saratoga Cheese CorporationMulti-Care International, Inc. AmeriCan, Inc. Schatz Management CorporationNereus Medical International Black Powder Acquisition Corporation Seneca SportsOhlsen Acquisition Corp. Cambridge Valley Mushroom Farms Smokey’s Sportscards Development Corp.Park Meditech, Inc. Finger Lakes Productions Sportee, Inc.Patient Discharge Desk Flight Video, Inc. Sungold Enterprises, Ltd.ptSource Grich Broadcasting Corp. Tony & TinaUnity Healthcare Holding Co., Inc. Howe Caverns Troy Pub & Brew Kiddie Academy, Inc. United Sports & Fitness, Inc King International Road Materials, Inc.BIOTECH/ PHARMACEUTICALS Univisions Crimson Group OKOM Corporation UV International, LLCBiopticon Corporation Spanish Broadcasting System, Inc Video Hut, Inc.Biovector Technologies, Inc. Statewide Media Group Vision PlayCardoMag Imaging, Inc. Team Classic Golf ServicesDrug Risk Solutions Team Works, Inc. SERVICESInnogenetics, N.V. Trans Tech Systems, Inc. C.T. Male Associates, PC TV2000 International Collision Experts Community Funeral Management Corp. Contec Daniel C. Lilley Law Offices, PA
BiographiesRobert W. SchwartzRobert W. Schwartz founded the firm in 1985 and is a Managing Director. Mr. Schwartz specializes incorporate planning, finance and development. Prior to starting the firm, he was a founder, President and chiefExecutive Officer of a venture-funded high tech telecommunications company. In addition, he was the Presidentand Chief Operating Officer of an American Stock Exchange listed company which he took public in 1979. Hewas also the Chief Financial Officer of a major manufacturer of outdoor power equipment. His earlier experiencewas with KPMG Peat Marwick as a management consultant and with IBM. Since starting the company, he hasworked with over 300 businesses utilizing his experience in finance and general management to achieve theirobjectives. Mr. Schwartz holds a Bachelor of Science degree from Cornell University and has done graduatework at the University at Albany. He serves as a Director of a number of public and private companies and non-profit organizations, has been a frequent guest lecturer at local universities and professional organizations andteaches a graduate course on entrepreneurship at the University at Albany and Union College. In addition, hechairs the University at Albany Foundations Council on Economic Outreach.Lawrence R. HeslinLawrence R. Heslin is a Managing Director who specializes in financial planning, operations review andanalysis, and business improvement. These skills were developed over a 30-year period at General Electric, acompany at the forefront of restructurings and other productivity actions to improve profitability and worldwidecompetitiveness. At General Electric, he held 14 financial management positions in which he gained significantexperience in mergers and acquisitions, auditing, financial planning and analysis, cost accounting andinformation systems management. His last two corporate staff positions were as the CFO of tow divisions of GE,each with sales in the $150 million range. At SHG, Mr. Heslin has utilized his analytical skills and managementexperiences to assist over 150 clients to achieve their objectives. He is a 1956 honors graduate of Siena Collegewhere he earned a Bachelor of Business Administration. In 1962, he was GE’s top worldwide graduate of theirMBA program for finance personnel. In 1969, he completed five years in GE’s CPA equivalency program,known for its in-depth operation reviews of GE’s business units.
Biographies (Continued)Frederic J. BuseFrederic J. Buse is a Managing Director specializing in corporate and governmental finance. He has extensiveexperience in the insurance and banking industries as well as with technology based companies. Prior to joiningSHG in 1995, he was the Director of Unemployment Insurance of New York State. Previously, he managed avariety of assignments with The Lawrence Group, a mid-sized property and casualty insurance organization. Mr.Buse also gained much valuable experience as a senior manager with several high tech computer softwarestate-up companies sponsored by AT & T and Eastman Kodak, and at Security New York State Corp., aRochester, New York based bank holding company, now part of Fleet Bank. He has significant experience inhealthcare policy, planning and resource allocation. He holds a Bachelor of Science degree from ColumbiaUniversity where he completed graduate study in economics, banking and finance. He is a member of theSociety of Chartered Property and Casualty Underwriters, teaches a graduate course on entrepreneurship at theUniversity at Albany and Union College, and serves and has served as a Director of a variety of privatecompanies and not-for- profit organizations.Andrew C. VickeryAndrew C. Vickery is a Managing Director specializing in third party and private placement fundraisingactivities. He has deep experience in corporate, syndicated, structured, project and export finance, capitalmarkets, and restructurings. He manages a significant number of investor relationships and provides corporatefinance and restructuring advisory services to select clients. Since 2002, he has been Managing Partner ofBerkshire Capital Partners, responsible for all aspects of this private equity/venture capital investment andfinancial advisory firm. Prior to 2002, Mr. Vickery was a Director/Vice President with the Investment Bank of JPMorgan Chase and Co. His last assignment with JP Morgan Chase was in Frankfurt, Germany heading aCorporate Finance team responsible for technology, media and telecom names. Prior to that he was based inHong Kong and Singapore. He holds a Bachelors degree in economics from the University of Colorado. Heremains Managing Partner of both Berkshire Capital Partners and SP Consumer Investors LLC and serves on avariety of corporate, charitable and advisory boards.
Biographies (Continued)Thomas A. Thompson, CPAThomas A. Thompson is a Managing Director who specializes in business and financial planning, industrialproperty valuation, business valuation, and litigation support. He developed these skills over a 30 year businesscareer that includes experience in large international accounting and consulting firms, traditional manufacturing,software start-up ventures and high-tech hardware manufacturers. Prior to joining SHG in 2003, he served awide range of public and private sector clients as vice president of MDI Associates, LLC, a management andvaluation consulting firm. He began his career at Arthur Young & Company, now Ernst & Young. He then spenta decade with Garden Way Incorporated, where he filled an increasingly responsible series of financialaccounting, planning and corporate development positions. He then joined Enable Software as CFO, andsubsequently Bitwise Designs, now Authentidate Holding Corporation as COO. Mr. Thompson earned abachelor’s degree from Hamilton College of Clinton, New York and an MBA from Rutgers University. He is alicensed CPA and certified general real estate appraiser in New York State, and a member of severalprofessional societies.Stephen P. AndermanStephen P. Anderman, European Representative, has with a background in the general management of smallto medium sized businesses. He has actively pursued opportunities as Investor Director in a number of start-upand established high-tech manufacturing companies, and has over 40 years experience with his family’senterprise, The Anderman Group, in London, UK, which specializes in the international sales, marketing anddistribution of technical industrial products. Chairman and Managing Director for the past 15 years, he managedthe handover to the third generation and the strategic planning of future direction. Before joining Anderman &Company Ltd, Stephen was joint founder and Managing Director of Anderman & Ryder Ltd, a leadingmanufacturer of technical ceramic components, and oversaw the sale of the business to the Morgan CruciblePlc, a FTSE 100 listed corporation, where he also became Divisional Director of their Morgan Matroc Group.Stephen was for many years the Chairman of the British Industrial Ceramics Manufacturers Association, as wellas the European Ceramics Society. Stephen is a Fellow of the British Institute of Materials and a Fellow of theRoyal Society of Arts. He holds a Bachelor of Science Degree from University of London.
Biographies (Continued)Laurence B. LynchLaurence B. Lynch, New England Representative, offers strengths in management, sales, marketing,communications, technology and finance. He spent two decades in Sales and Marketing for technology-basedcompanies, including Hewlett Packard, Data General and highly successful startups based in Idaho andColorado. Previously, he raced motorcycles professionally and was a producer and Production Director at the#1 and #2 radio stations in the world’s seventh largest market. He earned a BS at Lake Forest College and didgraduate work at the University of Michigan. He is active in community affairs, the Chamber of Commerce andteaches a volunteer class on financial basics to local 5th graders titled “Who wants to be a Millionaire?”
July 2005 December 2005 February 2005 Special Trades Contracting & Construction Trust Illington Fund Management LLC Pleasantville, NY Schenectady, NY Clarence, NY and the management of AIM Flotation Insurance Advisory First Albany Asset Management Albany, NYThe undersigned provided advisory services to The undersigned acted as insurance advisors to theCardioMag Imaging, Inc. throughout the admission have formed Trustees of the Special Trades Contracting andprocess to the AIM market of the London Stock Construction Trust, providing detailed performanceExchange. CardioMag designs, manufactures and sells analysis and specific recommendations to improve future Johnson Illington Advisors LLCnon-invasive magnetocardiograph heart function results of this self-insured workers compensation trust.diagnostic equipment. to acquire from January 2006 November 2005 First Albany Companies The undersigned acted as financial and planning advisors to Illington Fund Management LLC by assisting in sourcing, structuring and negotiating this Owings Mills, MD transaction. Owings Mills, MD Valuation Strategic AdvisoryThe undersigned provided valuation services to theinvestors of LHD Vending Systems, the developer of a The undersigned provided strategic advisory services tounique hot dog and sausage vending machine. LHD Vending Systems, the developer of a unique hot dog and sausage vending machine.
January 2005 July 2004 June 2004 Albany, NY Albany, NY Expansion Capital Albany, NYThe undersigned acted as financial advisors in rendering Strategic Consultinga valuation to the Board of Directors of Tech Valley The undersigned acted as financial and planning advisorsCommunications, the first competitive local exchange to Christophers Mens Stores, Inc. by assisting incarrier in New Yorks Tech Valley. The undersigned acted as planning advisors to sourcing, structuring and negotiating asset-based Documentation Strategies, Inc. by providing strategic financing for this rapidly growing chain of mens clothing consulting services for this professional writing and custom and accessory stores in the Northeast. training firm specializing in content solutions. October 2004 June 2004 September 2004 ILLINGTON FUND MANAGEMENT LLC Syracuse, NY and Wilmington, MA New York, NY Pleasantville, NY Business Combination Valuation Services Strategic PlanningThe undersigned acted as merger and acquisitionadvisors to Univisions Communications Group in its The undersigned provided valuation services to The undersigned acted as planning advisors to Illingtoncombination with Crimson Tech to expand their audio and Loofbourrow, Inc. in the preparation of a Valuation of Fund Management, LLC by providing strategic consultingvideo systems integration and audio visual equipment certain assets. services for this rapidly growing fund of funds servingsupply business. diverse distributors.
January 2004 August 2003 February 2004 Cosa Mesa, CA has acquired certain assets of has acquired certain credit reporting assets of has acquired certain assets of i2eyenet.com i2eyenet.com Phoenix, AZ Syracuse, NY Syracuse, NY The undersigned acted as Merger and Acquisition The undersigned acted as Merger and Acquisition The undersigned acted as Merger and Acquisition advisorsadvisors to i2eyenet.com, a regional dial-up ISP serving advisors to i2eyenet.com, a regional dial-up ISP serving to Merchants Information Solutions, Inc., a provider of banks, credit unions and their customers, on the sale banks, credit unions and their customers, on the sale credit report information and automated decision and data certain company assets. certain company assets. management services, on the sale of certain assets. January 2004 December 2003 April 2003 Osaka, Japan Baltimore, MD Phoenix, AZ has acquired the assets of has acquired certain of the assets of has completed a Strategic Plan. Marlborough, MA The undersigned acted as Merger and Acquisition Manchester, CTThe undersigned acted as Strategic Planning advisors to advisors to CADKEY Corporation, Inc.,Merchants Information Solutions, Inc., a provider of credit a developer of computer-aided design (CAD) software The undersigned acted as Merger and Acquisition advisors report information and automated decision and data used by designers and manufacturers, to Transport Logistics, Inc. in sourcing, structuring and management services. on the sale the companys assets. negotiating this transaction.
December 2002 June 2002 April 2002 Tokyo Albany, NY College Point, NY The undersigned acted as financial advisors to Red Gate Concessions, Inc., an operator of cafés and ® ® The undersigned acted as financial advisors in rendering a concessions for The Home Depot and EXPO Design The undersigned acted as financial advisors in rendering valuation to the management of NOF Corporation, a Centers throughout the US, in connection with a valuation to the Board of Directors of Tech Valley manufacturer of paints and pigments, in connection withan equity investment from Washington Square Partners. Communications, the first competitive local exchange the sale to Akzo Nobel Inc. of certain intangible assets of carrier in New Yorks Tech Valley, in connection with its its US Paint Corporation subsidiary. private placement. July 2002 February 2002 January 2003 Kingston-Upon-Thames, UK and Lake George Forum Merchants Association of Florida, Inc. Lake George, NY St. Albans, VT Tampa, FL have formed a strategic partnership.The undersigned acted as strategic and financial advisors The undersigned acted as financial advisors in rendering a to earthwaterfire.com, an international distributor of valuation to the Board of Directors of the Merchants technical ceramics and refractory products, Association of Florida, Inc., the largest provider of credit The undersigned completed a feasibility study for thein connection with the formation of a strategic partnership information in Florida, in connection with the sale of its Lake George Forum, a proposed expo center and ice with Superior Technical Ceramics Corp. database. arena, a project of Lake George Venture Partners.
March 2001 February 2001 November 2001 Private Placement New York, NY Montgomery, NY Hollywood, FLThe undersigned acted as planning and financial advisors The undersigned acted as financial and planning advisors The undersigned acted as financial advisors in rendering a to Peanut Wonder Corp. in creating a strategic business to TKM Materials, LLC in sourcing, structuring and valuation and fairness opinion to the Board of Directors of plan for this manufacturer of negotiating financing for this early stage provider of low- A Novo Broadband, Inc., a provider of business services low fat peanut and soy products. cost recycling solutions for drywall and other and logistics solutions to broadband network operators construction and demolition debris. and equipment manufacturers in the US and Canada. October 2001 March 2001 January 2001 Private Placement Mt. Cook Salmon, Ltd. Milford, MA Troy, NY Auckland, NZ The undersigned acted as financial advisors to Seneca The undersigned acted as financial advisors to The undersigned completed a market feasibility study for Sports and Brookfield International, Inc. in their Go2Pay, Inc. in sourcing, structuring and negotiating the Mt. Cook Salmon, Ltd., a company specializing in refinancing and restructuring efforts. financing for this online payment system company. organic seafood.
January 2001 February 2000 has acquired London, UKThe undersigned acted as planning and financial advisors New York, NY to earthwaterfire.com, a provider of technical ceramicsand refractories, in creating a strategic business plan and sourcing, structuring and negotiating strategic The undersigned acted as financial and planning advisors partnerships for its online service. to Netlan Interactive, Inc. in preparing, structuring and negotiating this transaction. September 2000 January 2000 PoliticalNewsToday.com, LLC has invested in and become a has acquired Strategic Partner to Albany, NY Odessa, FLThe undersigned acted as financial and planning advisorsto Dais-Analytic Corp., a developer of advanced materials The undersigned acted as a principal and advisor to and fuel cell technologies, in sourcing, structuring and PoliticalNewsToday.com, LLC in connection with negotiating this strategic partnering relationship with initiating, structuring and negotiating the acquisition of Enron Corp. empirepage.com, a web site for news and information on politics and government in New York State.
June 2000 Albany, NY The undersigned acted as planning advisors to the New York State Industries for the Disabled, Inc. in analyzing and updating its strategic options. November 1999 New York, NY The undersigned acted as financial advisors to HappyAuto.com, an e-commerce aftermarket auto partsretailer, in connection with the creation of a Business Plan for HerAuto.com, a start-up .com e-commerce business directed to women.
June 1998 November 1999 November 1999 $6,112,000 $3,220,000 Senior Debt $2,000,000 Subordinate Debt $892,000 Common Stock Morristown, NJ an on-line service from JuJu Media, Inc. Albany, NY New York, NY The undersigned acted as financial and planning advisors to Blasch Precision Ceramics, Inc. in sourcing, structuring and negotiating this transaction to finance the acquisition The undersigned acted as planning advisors to of Blasch Precision Ceramics, Inc. from Texas United Artech Information Systems, LLC, a contractor of The undersigned acted as financial advisors to JuJu Media, Inc., a provider of access to web sites and Corporation. manpower and project management services, in connection with the development of its strategic plan. services of LaMusica.com and Spanish Broadcasting System, Inc. June 1998 November 1999 July 1999 MBOG, Inc. has acquired SHG – TEXAS, L.L.C. has acquired Posner Telecommunications, Inc. San Antonio, TX Albany, New York dba from San Antonio, Texas Texas United Corporation Houston, TXThe undersigned acted as investor and advisor to SHG– The undersigned acted as financial and planning advisorsTEXAS, LLCIn connection with initiating, structuring and The undersigned acted as planning advisors to to MBOG, Inc. in connection with the structuring andnegotiating the acquisition of Discount Paging, a 10-store the San Antonio Retail Merchants Association negotiating of the acquisition agreement with Texas United telecommunications retailer in San Antonio, TX. in connection with the development of its strategic plan. Corporation.
May 1998 June 1999 May 1998 $6,500,000 San Antonio, TX has sold its JFS Division Latham, NY Latham, NY to BOWNE & CO. New York, New York The undersigned acted as financial advisor to The undersigned prepared the fairness opinion for the CSC, Inc, II, the New York State Credit Union shared The undersigned acted as insurance consultants to Board of Directors of Docucon, Inc., service center network, in connection with the sale of a Intermagnetics General Corporation, Inc. for thea document imaging company, in connection with the sale branch location. assessment of its total insurance program. of its legal software division to Bowne Printers, Inc. February 1999 November 1998 April 1998 $4,500,000 $2,500,000 Senior Credit Facility $2,000,000 Subordinated Debt has acquired San Antonio, TX New York, NY The undersigned acted as financial and planning advisors The undersigned acted as planning advisors to to NETLAN, Inc., a provider of network systems The undersigned acted as financial and planning advisorsDocucon, Inc., a leading supplier of high volume backfile integration, internet/intranet development services and to Netlan in connection with initiating, structuring and document conversion services, to develop its strategic training, in preparing, structuring and negotiating this negotiating the acquisition of ICI, a developer of plan. transaction to provide expansion capital. multimedia/internet products.
January 1998 May 1999 July 1998 New York, NY Watervliet, NY San Antonio, TX The undersigned has acted as planning advisors to NETLAN, Inc., a provider of network systems integration, The undersigned acted as marketing consultant to The undersigned acted as financial advisors in rendering internet/intranet development services and training, for the AutoQuant Imaging, Inc. for the planning and a guideline valuation to Alamo City Harley Davidson in development and implementation of its strategic plan. implementation of an international reseller distribution connection with its evaluation of strategic options. channel to market AutoQuant’s software. 1997 May 1999 August 1998 Latham, NY Latham, NY Reno, NVThe undersigned acted as financial advisors in rendering The undersigned acted as financial advisors in rendering The undersigned acted as marketing advisors to Gibbens a fairness opinion to the Board of Directors of a fairness opinion to the Board of Directors of Company in the marketing of its unemployment insurance Mechanical Technology, Inc. in connection with a Mechanical Technology, Inc. in connection with a product. common stock subscription rights offering. common stock subscription rights offering.
February 1997 November 1998 December 1996 CINCINNATI BELL INFORMATION SYSTEMS, INC. (CBIS) (A NYSE listed company) has entered into a . strategic partnership agreement with (a NYSE listed company) has acquired Norwich, NY ROBERTS Troy, NY TOWING & RECOVERY SPECIALISTS The undersigned has acted as financial and planning The undersigned provided valuation services and a advisors to COMMSOFT in connection with structuring and fairness opinion to Norwich Aero Products, Inc. inThe undersigned acted as financial and planning advisors negotiating the strategic partnership agreement with CBIS, connection with the sale of the business toto Roberts Towing & Recovery, Inc. in connection with the for the purposes of CBIS marketing selected products Roxboro Aerospace Products, Inc. structuring and negotiating of the acquisition agreement developed by COMMSOFT. with publicly held Miller Industries, Inc. January 1999 November 1994 December 1996 $2,000,000 $3,850,000 Private Placement $3,700,000 Senior Debt Norwich, NY $150,000 Preferred Stock was acquired by COMMUNITY FUNERAL Roxboro Aerospace Products, Inc. Latham, NY MANAGEMENT CORPORATION a wholly owned subsidiary of Roxboro Holdings, Inc. The undersigned acted as financial and planning advisors The undersigned acted as financial and planning advisors to the Board of Directors of Mechanical Technology, Inc. to Community Funeral Management Corporation in in connection with the structuring and fairness of this preparing, structuring and negotiating this transaction to The undersigned acted as financial advisors to Norwich private placement of common stock through finance the acquisition of several funeral home Aero Products, Inc. in connection with the sale of the First Albany Companies. businesses. business to Roxboro Aerospace Products, Inc.
June 1994 May 1997 September 1994 $107,059,000 $19,837,500 12-1/2% Senior Notes due 2002 and Warrants to purchase 107,059 shares of Initial Public Offering Class A Common Stock of has acquired 1,725,000 Common Shares SOFTMAIL DIRECT, INC. BENSON FINANCIAL CORPORATION New York, NY The undersigned acted as financial and planning advisorsThe undersigned acted as financial and planning advisors to Softmail Direct in connection with structuring and negotiating its sale to The undersigned acted as financial and planning advisorsto Spanish Broadcasting Systems, Inc. in the selection of to Benson Financial Corporation, the placement agents as well as the structuring and Interactive Communications International, a developer of multimedia Internet products. a multi-bank holding company in preparing, structuring and negotiations related to the transaction. negotiating this transaction November1997 November 1995 May 1994 Albany, NY INTELLIGENT COMPUTER MUSIC SYSTEMS, INC. Waltham, Massachusetts Albany, New York has licensed its patented TouchSurface™ technology to The undersigned acted as planning and financial advisors STRATOS PRODUCT DEVELOPMENT GROUP, INC. The undersigned acted as marketing consultants to to the Insurance fund of The Business Council of New Seattle, Washington Authoria, Inc., formerly Foundation Technologies, Inc., York State, Inc. in creating and launching a self-insuredfor the development of its national marketing program to workers compensation trust for manufacturing members. The undersigned has acted as financial and planning market employee benefits software. advisors to Intelligent Computer Music Systems, Inc.