EXHIBIT 10.24
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into this
28th day of May, 1999, by and between Allied Healthcare Products, Inc. ("AHPI")
and Hospital Systems, Inc. ("HSI") (collectively "Seller") and Xxxxx Xxxxxx or
his assignee ("Purchaser").
WITNESSETH:
WHEREAS, AHPI is a Delaware corporation with its principal place of
business in the City of St. Louis, Missouri; and
WHEREAS, HSI is a California corporation with its principal place of
business in the City of Oakland, California, and is a wholly owned subsidiary of
AHPI; and
WHEREAS, Purchaser is an individual residing in the State of California;
and
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to buy
from Seller certain assets of HSI as more specifically set forth herein ("The
Transaction"); and
WHEREAS, the parties desire to enter into this Agreement for the purposes
of memorializing the terms and conditions under which The Transaction will be
effectuated.
NOW THEREFORE, in consideration of the terms and conditions set forth
herein, and each act done by the parties pursuant to the terms hereof, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. PURCHASE PRICE. Contemporaneously with the execution of this Agreement,
Purchaser shall pay to AHPI, via wire transfer, the sum of Five Hundred Fifty
Thousand and no/100 Dollars ($550,000.00), subject to adjustments as provided
herein ("Purchase Price"), into Foothill Capital Corporation's account using the
following wire transfer instructions:
Chase Manhattan Bank
New York, NY
ABA 000000000
Credit: Foothill Capital Corporation
Account: 323-266193
Re: Allied Healthcare Products, Inc.
Address, if needed:
The Chase Manhattan Bank
Funds Transfer Services
0 Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Operations Manager
2. INVENTORIES. Upon and as evidenced by execution of this Agreement by the
parties, ownership of all HSI inventory of raw materials, work-in-progress, and
finished goods (collectively "Inventories") existing as of the date of execution
of this Agreement, are assigned and transferred to Purchaser by Seller. The
parties agree and acknowledge that the specific Inventories being purchased by
Purchaser hereunder are premised on the inventories shown on AHPI's 3/31/99 key
balance sheet data ("KBSD"), a true and correct copy of which is attached
hereto, incorporated herein by reference and marked Exhibit A. The parties
hereto further agree and acknowledge that of the Purchase Price, Four Hundred
Eighty Four Thousand and no/100 dollars ($484,000.00), subject to the physical
inventory as provided for hereinafter, is attributable to the purchase by
Purchaser of Inventories hereunder. Seller represents and warrants that all
Inventories sold to Purchaser hereunder are owned by HSI, free and clear of
liens and encumbrances. Seller further represents and warrants that Inventories
shown on the attached Exhibit A consist of items of a quality and quantity
usable and salable in the ordinary course of HSI's business and are based on
quantities determined by physical count or measurement taken and effectuated
within the six (6) month period preceding execution of this Agreement and are
valued at the lower of a) cost (determined on a first-in, first-out basis) or b)
market value and on a basis consistent with that employed by AHPI in prior
years' consolidated financial statements.
3. PHYSICAL INVENTORY. The parties hereto agree that, prior to the
execution of this Agreement, a physical inventory ("Physical Inventory") of the
Inventories was effectuated by the parties in strict accordance with AHPI's
Principles and Procedures, a copy of which is attached hereto, incorporated
herein by reference, and marked Exhibit B. Any increase or decrease in the
Inventories from the KBSD, as determined by the Physical Inventory, shall cause
the Purchase Price to be adjusted, on a dollar for dollar basis, accordingly,
giving rise, in the case of an increase in the Inventories, to the obligation of
Purchaser to remit to AHPI, contemporaneously with the execution hereof, the
value of the Inventories, as determined by the Physical Inventory, in excess of
that set forth in the AHPI KBSD reflected in Exhibit A or, in the case of a
decrease in the Inventories, to the obligation of AHPI to remit to Purchaser the
difference of the value of the Inventories, as determined by the Physical
Inventory, and that set forth in the AHPI KBSD reflected in Exhibit A.
4. TANGIBLE PERSONAL PROPERTY. Upon and as evidenced by execution of this
Agreement by the parties, all trucks, automobiles, machinery, equipment,
furniture, fixtures, improvements, supplies, tools, dies, rigs, molds, patterns,
drawings, and all other tangible personal property owned or leased by HSI and
used in connection with the existing business and operations of HSI, and
specifically excluding cash, ("Tangible Personal Property") are assigned and
transferred to Purchaser. As of the date of execution of this Agreement by the
parties, no Tangible Personal Property purchased hereunder by Purchaser is held
under or subject to any security agreement, conditional sales contract, or other
title retention or security arrangement, save leased Tangible Personal Property
which shall be taken and assumed by Purchaser subject to the terms of any such
corresponding lease. Purchaser agrees to comply with and satisfy all terms of
said corresponding leases and indemnify and hold Seller harmless from any and
all obligations arising out of said leases following execution of this Agreement
by the parties hereto. All such Tangible Personal Property, whether or not
subject to a lease, will not be located other than in the possession of HSI. The
parties hereto agree and acknowledge that of the Purchase Price, Thirty Five
Thousand and no/100 dollars ($35,000.00) ("TPPPP") shall be attributable to
Tangible Personal Property. AHPI shall be solely responsible for and shall pay
applicable corresponding sales tax on the TPPPP.
5. TANGIBLE PERSONAL PROPERTY PHYSICAL INVENTORY. The parties hereto agree
that a reconciliation of changes in the tangible personal property was
effectuated by the parties. The parties agree that any increase or decrease in
the Tangible Personal Property from that set forth in the KBSD shall cause the
Purchase Price to be adjusted on a dollar for dollar basis.
6. INTANGIBLE PROPERTY. Upon and as evidenced by execution of this
Agreement by the parties, all HSI interest, to the full extent of its interest,
in HSI trade names, the name of HSI, and all HSI trademarks, service marks,
domain names, copyrights, patent # 4,725,030, inventions, industrial models,
processes, designs, applications for patents, trade secrets, secret formulas,
customer lists, processes, know-how, computer programs and routines, technical
data and all other intangible assets of HSI used by HSI in the conduct of its
business and necessary for the prospective conduct of business by Purchaser in a
fashion consistent with the conduct of business by HSI as of the date of
execution of this Agreement are transferred and assigned by AHPI and HSI to
Purchaser. The parties hereto agree and acknowledge that of the Purchase Price,
Thirty One Thousand and no/100 dollars ($31,000.00) shall be attributable to
Intangible Property. To Seller's knowledge, the conduct of the business by HSI
as of the date of this Agreement does not conflict with the intellectual
property rights of any third-party. The parties agree to cooperate and
coordinate efforts in effectuating Purchaser's anticipated disclosed intent to
assume the name "Hospital Systems, Inc."
7. CONTRACTS, COMMITMENTS, AND LIABILITIES. Upon and as evidenced by
execution of this Agreement by the parties hereto, except as provided
hereinbelow, Purchaser shall assume and hold Seller harmless from all rights,
duties, obligations, and entitlements arising out of, pertaining to and touching
upon all contracts and purchase orders for products manufactured by HSI in its
normal course of business ("Backlogs") and, further, Purchaser will assume and
hold Seller harmless from any contracts and purchase order obligations incurred
in the normal course of business related to Backlogs or, if not related to
Backlogs, those obligations incurred in the normal course of business of HSI by
the Management of HSI in Oakland, California.
Further, Purchaser shall assume and hold Seller harmless from those
obligations and duties arising under contracts and agreements specifically
identified, delineated and set forth by AHPI in the Additional Obligations
Schedule attached hereto, incorporated herein by reference, and marked Exhibit
D. Payments received to date by Seller as advance payments on the contracts and
obligations for services not performed or products not delivered as of the date
of this Agreement ("Obligation Payments Received To Date") assumed by Purchaser
are also noted and delineated in the attached Exhibit D and are acknowledged by
the parties to be accurate and correct. Contemporaneously with the execution of
this Agreement by the parties, Seller shall pay to Purchaser an amount equal to
the sum of the Obligation Payments Received To Date reflected on the attached
Exhibit D.
The parties further agree that AHPI will be responsible for and hold
Purchaser harmless from any and all claims, including those relating to
commissions, arising out of or pertaining to work performed by HSI on contracts
prior to the execution of this Agreement by the parties and Purchaser will be
responsible for and hold AHPI harmless from any claims, including those relating
to commissions, arising out of or pertaining to work performed by HSI on
contracts following the execution of this Agreement by the parties.
The parties further agree that commissions attributable and payable to AHPI
sales personnel will be paid, whether by Purchaser or Seller depending on the
date of the underlying order, at a rate not to exceed AHPI's individual
commission agreement corresponding to each such designated AHPI sales personnel.
The parties hereto agree, and Purchaser specifically approves, that for the
purposes of this Agreement, all Backlog orders, the corresponding responsible
AHPI sales personnel, and the corresponding commission rate, are set forth in
the Orders, Backlog Order Commission Schedule (Inclusive of Advances) attached
hereto, incorporated herein by reference and marked Exhibit C. Except as
otherwise specifically provided herein, AHPI will be responsible for and
indemnify Purchaser from any and all accounts payable incurred for products and
services delivered prior to the execution of this Agreement by the parties and,
further, AHPI will be entitled to receive from Purchaser any and all accounts
receivable received by Purchaser for products delivered and services rendered
prior to the execution of this Agreement by the parties.
8. LEASE ASSUMPTION ACKNOWLEDGEMENT. Purchaser specifically agrees and
acknowledges that Purchaser shall upon and contemporaneously with the execution
of this Agreement by the parties, fully assume and hold AHPI harmless from any
and all obligations, duties, and responsibilities arising out of, pertaining to,
or in any way relating to the lease on the building in which HSI currently
located, being commonly known and referred to as: 0000 Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx.
9. EMPLOYMENT CONTRACT(S) RELEASE ACKNOWLEDGEMENT. Upon and as evidenced by
the execution of this Agreement by the parties, Purchaser and Xxxxx Xxxxxx do
hereby fully and forever release Seller from any and all liabilities, duties and
obligations arising out of, pertaining to or touching upon the terms of any
employment agreement(s) executed by and between AHPI and Xxxxx Xxxxxx and/or HSI
and Xxxxx Xxxxxx prior to the date of this Agreement.
10. MUTUAL INDEMNIFICATION. AHPI agrees to indemnify and hold Purchaser
harmless from any and all liability associated with the assets or business of
HSI incurred prior to the execution of this Agreement by the parties hereto.
Purchaser agrees to indemnify and hold Seller harmless from any and all claims
arising out of, pertaining to, or touching upon the actions of Purchaser, or
Purchaser's subsequent assignee, if any, in the operation, use and actions of
Purchaser associated with the assets, employees or business of HSI Purchaser
incurred or otherwise occurring following execution of this Agreement by the
parties.
11. UNION CONTRACT ACKNOWLEDGEMENT. Purchaser acknowledges that certain HSI
employees are members of a recognized labor union and are employed under and
pursuant to the terms and conditions of a labor agreement ("Union Contract");
that Purchaser is aware of the terms and conditions of said Union Contract; that
Purchaser is knowledgeable of the HSI employees employed under the terms of said
Union Contract, and that Purchaser, having given notice of the transaction
contemplated herein to the HSI employees employed under the terms of said Union
Contract, hereby assumes and is responsible for and shall indemnify and hold
harmless AHPI from any and all liability arising out of, pertaining to, or
touching upon the actions of Purchaser, and Purchaser's subsequent assignee, if
any, with respect to said Union Contract or HSI employees subject to said Union
Contract. Without restricting or otherwise in any way encumbering or limiting
the range of prospective action of Purchaser with respect to HSI employees,
Seller represents and warrants that all employees of HSI immediately preceding
the execution of this Agreement by the parties shall cease to be employees of
Seller following execution of this Agreement by the parties. Purchaser
represents that Purchaser will be offering HSI employees positions of employment
with Purchaser following execution of this Agreement. The parties further agree
AHPI will bear, on a pro-rated basis for the calendar year 1999 the employment
expenses, including accrued vacation pay and other ordinary and usual employee
benefits associated with union and salaried HSI employees through the date of
execution of this Agreement by the parties and, thereafter, Purchaser assumes
same, in toto.
12. CONFIDENTIALITY. The parties hereto agree and acknowledge that the
terms and conditions of this Agreement shall be held and maintained in strictest
of confidence. Neither party hereto will issue any public announcement regarding
the transactions contemplated herein without the written approval of the other
party hereto, save to the extent required by law, SEC regulations, lawfully
issued subpoena, or as part of a legal proceeding between the parties hereto or
their respective successors and/or assigns. The parties specifically acknowledge
that the parties hereto mutually approve of a public announcement for public
release contemporaneously with the execution of this Agreement by the parties,
the mutually approved text of which is attached hereto, incorporated herein, and
marked Exhibit E.
13. LEGAL REPRESENTATION. The parties hereto agree and acknowledge that
this Agreement is the product of bilateral negotiation, with the assistance of
the parties' respective legal counsel, and, as such, this Agreement shall not be
interpreted more favorably for any party hereto. All parties hereto represent
and warrant they have received and reviewed this Agreement in detail with their
respective legal counsel prior to the execution of same and that each party
hereto shall bear their respective legal fees and costs incurred in connection
with same.
14. BROKERAGE FEES. The parties hereto represent and warrant that there has
been no retention of any broker or sales personnel to assist with, facilitate
in, or otherwise further the transactions contemplated herein and, as such, no
fees therefore are required to be paid to any such individual or entity by the
respective parties hereto and each party hereto mutually indemnifies and fully
holds harmless the other(s) from any such claim brought for brokerage/sales fees
arising out of the indemnifying party's retention of any broker or sales fees
retained or authorized to procure fees for the effectuation of the sale
contemplated herein.
15. DUE DILIGENCE ACKNOWLEDGEMENT. Purchaser represents and warrants that
Purchaser has had the opportunity to and has, in fact, effectuated a full and
comprehensive due diligence inquiry into HSI, the assets purchased hereunder,
AHPI, and all other elements of the transactions contemplated herein and that
AHPI and HSI has made fully available to Purchaser all information, data,
reports, and documents requested by Purchaser in Purchaser's discharge of
Purchaser's due diligence inquiry and Purchaser further represents that
Purchaser is satisfied with Purchaser's due diligence findings within the
context of this Agreements and the transactions contemplated herein.
16. FUTURE RELATIONSHIP OF THE PARTIES. Following execution of this
Agreement, AHPI will continue to extend to Purchaser the then current transfer
prices for medical gas outlets provided by AHPI to HSI under existing contracts
executed prior the date of this Agreement. Prospectively, following the
execution of this Agreement by the parties, AHPI will sell to Purchaser medical
gas outlets and any other equipment manufactured or marketed by AHPI ordered by
Purchaser for use in the manufacturing of HSI products, including flow meters,
vacuum regulators, and other items to be attached to HSI products not otherwise
competitive with AHPI products at the most favorable price at which AHPI sells
similar items to its other non-affiliated customers. To facilitate the favorable
pricing contemplated herein, Purchaser shall be obligated to provide AHPI with
copies of approved submittals in which such other equipment is ordered in
combination with manufactured HSI products prior to or contemporaneously with
the ordering of same from AHPI. Similarly, Purchaser will sell to AHPI HSI
products ordered by AHPI at the most favorable price at which Purchaser sells
similar items to its non-affiliated customers. The term of the prospective
"Favorable Price" relationship contemplated in this paragraph will begin upon
execution of this Agreement by the parties and shall continue for a period of
five (5) years thereafter, after which, said "Favorable Price" relationship may
be extended upon mutual written agreement by the parties.
17. WARRANTY AND SERVICE ISSUES. Purchaser agrees to cooperate fully with
AHPI and diligently undertake to honor and to resolve any service or warranty
issues on HSI products sold, shipped, or in use prior to the execution of this
Agreement by the parties and, further, shall be responsible for honoring fully
and otherwise discharging obligations and duties arising under warranties for
said HSI products sold and shipped after the execution of this Agreement.
18. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and
interpreted under the laws of the State of California. Any suit or cause of
action arising out of, touching upon, or pertaining to this Agreement or
performance hereunder ("Matter-In-Controversy") shall be brought solely in
arbitration under and pursuant to the Rules of Arbitration Procedure as then in
force and effect with the American Arbitration Association ("AAA"). The AAA will
be the sole forum for the submission and binding resolution of any
Matter-In-Controversy. As a strict condition precedent to pursuit of any remedy
in arbitration hereunder, the parties hereto agree to participate in good faith
in non-binding mediation of the Matter-In-Controversy under and pursuant to the
Rules of Mediation and Mediation infrastructure in place with the U.S. District
Court for the District in which the arbitration is filed. The parties agree and
acknowledge that legal relief alone will be insufficient to remedy the breach or
threatened breach of this Agreement by one of the parties hereto and,
accordingly, the parties hereto agree and acknowledge that in the event of a
breach or threatened breach of this Agreement, the other party(ies) may pursue
and procure, in addition to legal remedies, equitable relief in the form of a
temporary restraining order, preliminary injunction and permanent injunction.
The prevailing party in a cause of action brought to enforce the terms hereof
shall be entitled to recover from the non-prevailing party reasonable legal
fees, costs, and related expenses, including arbitration forum fees, incurred in
connection with same.
19. RELEASE. Purchaser does hereby fully and forever release and hold
Seller, collectively, its assigns, successors, and agents, harmless from any and
all causes of action, charges, and liability, if any, existing or arising out of
any incident, act or omission occurring subsequent to the execution of this
Agreement by the parties. Seller does hereby release fully and forever release
and hold Purchaser, his heirs, assigns, and agents, harmless from any and
claims, causes of action, charges, and liability, if any, existing or arising
out of any incident, act or omission occurring prior to the execution of this
Agreement by the parties.
20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which shall be one
and the same instrument.
21. AMENDMENTS. No amendment or alternation of the terms of this Agreement
shall be valid unless made in writing and signed by all of the parties hereto.
22. SEVERABILITY. The holding of any provision of this Agreement to be
invalid or unenforceable by the Court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and
effect.
23. WAIVER OF BREACH. The parties agree and acknowledge that a waiver by
either party of a breach of any provision or term contained herein shall not
operate or be construed as a waiver of any subsequent breach by that same party.
24. ASSURANCES. The parties agree to execute and deliver all such further
documents, agreements and instruments and to take such other and further action
as may be necessary, appropriate, or reasonably required to carry out the
purpose and effectuate the transactions and intent of this Agreement.
25. HEADINGS. The headings contained and appearing in the text of this
Agreement are for the purposes of facilitating ease of reference and shall not
be considered a part of this Agreement or in any way modify, amend, or affect
the provisions and terms set forth herein.
26. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties hereto and supersedes all prior writings, agreements, letters of
intent and representations of this parties with respect to the subject matter
hereof.
27. FURTHER ASSURANCES. The parties agree to (a) furnish upon request to
each other such further information (b) deliver to each other such documents or
(c) do such things as the other party may reasonably request that may arise as
the result of an order, ruling or subpoena rendered by any court, administrative
agency or governmental body (National, State, or local).
IN WITNESS WHEREOF, the parties hereto have agreed to the terms set forth
hereinabove and have executed and delivered this Agreement on the day and year
first above written.
PURCHASER:
XXXXX X. XXXXXX
Address:_______________________
_______________________________
BY: /s/ Xxxxx X. Xxxxxx
----------------------
XXXXX X. XXXXXX, individually and on behalf
of assignee, if any.
STATE OF CALIFORNIA )
) SS
CITY OF OAKLAND )
Before me personally appeared, XXXXX X. XXXXXX, individually and on behalf
of assignee, if any, being first duly sworn upon his oath and states that he
agrees to the terms contained in the foregoing instrument and agrees to be bound
by same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 28th day of
May, 1999.
/s/ Xxxxxx X. XxXxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: 2-27-2001
SELLER:
ALLIED HEALTHCARE PRODUCTS, INC.
0000 Xxxxxxxx Xxx.
Xx. Xxxxx, Xx. 00000
BY: /s/ Xxxxx X. XxXxxxxxx
--------------------------
Name: Xxxxx XxXxxxxxx
Title: Treasury Manager
STATE OF CALIFORNIA )
) SS
CITY OF OAKLAND )
Before me personally appeared, Xxxxx XxXxxxxxx, Treasury Manager, being
first duly sworn upon his oath and states that Allied Healthcare Products, Inc.
agrees to the terms contained in the foregoing instrument and agrees to be bound
by same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 28th day of
May, 1999.
/s/ Xxxxxx X. XxXxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: 2-27-2001
HOSPITAL SYSTEMS, INC.
Address:_____________________________
_____________________________________
BY: /s/ Xxxxx X. XxXxxxxxx
-------------------------
NAME: Xxxxx XxXxxxxxx
TITLE: Treasury Manager
STATE OF CALIFORNIA )
) SS
CITY OF OAKLAND )
Before me personally appeared, Xxxxx XxXxxxxxx, being first duly sworn upon
his oath and states that Hospital Systems, Inc. agrees to the terms contained in
the foregoing instrument and agrees to be bound by same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 28th day of
May, 1999.
/s/ Xxxxxx X. XxXxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: 2-27-2001
EXHIBIT A
3/31/99 AHPI KEY BALANCE SHEET DATA
Allied Healthcare Products, Inc.
Architectural Products Division
Key Balance Sheet Data
March 31, 1999
Inventory $713,299
Allowance for Obsolescence (228,928)
---------
Net Inventory 484,371
Net Fixed Assets 35,541
---------
Total Assets $519,912
=========
EXHIBIT B
AHPI PRINCIPLES AND PROCEDURES
WORK IN PROCESS
To the extent possible, instructions for the component inventory should be
followed when doing the WIP inventory.
MANUFACTURING AREA
Parts issue: All components will be issued and relieved from the component
inventory before the physical inventory begins. The issued components will be
moved to the production are and stored by part number. To the extent possible,
parts should be consolidated so there is only one location for each part.
Once the physical inventory begins, no material is to be moved within component
or WIP areas or to or from the component to the WIP areas.
Count: Components are to be counted and the counts entered on the inventory
tags supplied. If a component is stored in more than one location, a separate
card should be written for each location.
Components in sub-assemblies and semi-finished goods are to be counted at each
manufacturing location. The components should be listed on an inventory sheet,
one for each manufacturing location. This sheet will be supplied. If a part
number exists for a completed sub-assembly, that number should be used instead
of the list of components.
CLEAN ROOM
Material in the Clean Room will be counted. All components will be counted and
included in the component inventory.
---------
Sub assemblies should be consolidated and their components listed on sheets
similar to those used for sub-assembly counts in the manufacturing area. If a
part number exists for a sub-assembly, that number should be used instead of the
list of components.
SUMMARY AND VALUATION
Listing: WIP inventories will be listed, priced and summarized on an Excel
spreadsheet.
EXHIBIT C
ORDERS, BACKLOG ORDER COMMISSION SCHEDULE
(INCLUSIVE OF ADVANCES)
Hospital Systems Backlog
Open Orders as of 31 May 99
w/Commisions
Sales Advances Outstanding
Job Project City State Zone to Date Billing % to Billl Cust # VCR Commission
---- ------------------------ ------------ ------ ----- ---------- ------------- ----------- ------ ----- -----------
8505 Arab Care DayCare
Center 961 $ #DIV/01 No PO 1.31% $
8514 Vassar Brothers Hospital Poughkeepsie NY 404 $ 236,754.30 84% 200908 3.25% $ 7,694.51
0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX 426 $ 516.17 $ 85,490.00 99% 206177 2.34% $ 2,000.47
0000 XXXX Xxxx XX 484 $ 57,332.50 100% 205743 1.97% $ 1,129.45
0000 XXXX Xxxxxxx XX 445 $ 56,072.40 97% 022420 2.00% $ 1,121.45
0000 XXXX Xxxxxxx XX 413 $ 44,531.25 100% 205658 3.25% $ 1,447.27
0000 XXXX Xxx Xxxxxxx XX 426 $ 42,350.00 97% 205732 2.34% $ 990.99
0000 Xxxxxxxx Xxxxxxx X/X Xxxxxxx XX 430 $ 32,933.12 100% 205253 2.97% $ 978.11
0000 Xx. Xxxxxx'x Xxxxxx
Xxx Xxx. Xxxxx XX 422 $ 117,383.00 100% 134742 2.69% $ 3,157.60
0000 XXXX Xxxxxxxxxxxx XX 404 $ 985.00 100% 206162 3.25% $ 32.01
0000 Xxx Xxxx Xxxxxxxxx Xxx Xxxx XX 000 $ 22,154.04 100% 205283 1.06% $ 234.83
0000 Xxx Xxxx Xxxxxxxxx Xxx Xxxx XX 000 $ 25,176.00 100% 205283 1.06% $ 266.87
0000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx XX 000 $ 37,650.00 100% 206179 2.29% $ 862.19
0000 Xxx Xxxxxx Xxxxxxxx Xxxxxxxxxx XX 404 $ 1,104.00 100% 010865 3.25% $ 35.88
0000 Xxxxxxxx Xxxxxxxx
Xxxxxxxx XX 000 $ 1,810.00 100% 205263 1.06% $ 19.19
0000 Xx Xxxx Xxxxxxxx'x
Xxxxxxxx Xxxxxxx XX 434 $ 68,834.00 3.05% $ 2,099.44
8601 Xxxxxx M/C Gampois OH 438 $ 2,800.00 100% 205253 3.64% $ 101.92
0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxxx XX 422 $ 5,445.40 87% 206251 2.69% $ 146.48
8603 Istanbul Memorial
Hospital Istanbul TURKEY 946 $16,268.20 $ 124,402.00 100% 011674 1.06% $ 1,318.66
0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 404 $ 226,543.78 100% 025590 3.25% $ 7,362.67
0000 Xxxxxxxx XXXX xx Xxx Xxx Xxxx XX 000 $ 15,540.00 100% 197690 1.06% $ 164.72
8607 Inonu Hospital Turkey 946 $ 28,480.00 100% 011674 1.31% $ 373.09
0000 Xxxx Xxxx X/X Xxxxxxx XX 450 $ 13,825.00 100% 139022 2.41% $ 333.18
0000 Xxxxx Xxxxxxxx Xxxxx XX 000 $ 26,388.00 100% 206290 2.41% $ 635.95
0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 455 $ 18,046.00 100% 085523 3.32% $ 599.13
------------- -----------
Totals $16,784.37 $1,292,029.79 $ 33,108.06
EXHIBIT D
ADDITIONAL OBLIGATIONS SCHEDULE
[To Be Completed at Time of Closing]
Credits to Purchaser:
Credits to Seller:
EXHIBIT D
ADDITIONAL OBLIGATIONS SCHEDULE
DUE TO XXXXX XXXXXX (PURCHASER):
ISTANBUL ORDER $16,267.20
COLUMBIA GARDEN PREPAY 510.00
ESTIMATED HRLY XXX PAYMENT 211.20
PHYSICAL INVENTORY DECREASE 25,153.10
HOURLY VACATION 18,356.16
SALARY VACATION 9,181.33
----------
$69,678.99
DUE TO ALLIED (SELLER):
JUNE 1999 PREPAID DENTAL INS 1,350.33
ESTIMATED PAYROLL ACCOUNT RF 1,288.36
XXXXXX & XXXXXXXX 812.27
----------
3,450.96
NET DUE TO XXXXX XXXXXX @ CLOS $66,228.03
==========
EXHIBIT E
MUTUALLY APPROVED PRESS RELEASE TEXT
NOT FOR RELEASE
WITHOUT APPROVAL
Contacts: Xxx Xxxxxx Aggarwal, Xxx Xxxxx or Xxxxx Xxxxx
President and CEO, or Shandwick
Xxx Xxxxxxxxx, CFO (000) 000-0000
(000) 000-0000
ALLIED HEALTHCARE PRODUCTS SELLS
HEADWALL MANUFACTURING DIVISION
ST. LOUIS, June 1, 1999 - Allied Healthcare Products, Inc. (Nasdaq: AHPI) today
announced that it has Sold its Hospitals Systems Inc. (HSI) division to the
group's management team. HSI, based in Oakland, Calif., manufactures
pre-fabricated headwall units that contain piping, wiring and cutlets for
medical gas, suction and electrical systems, as well as fixtures for monitoring
equipment. The units are typically used by medical facilities when remodeling
patient rooms and intensive care areas. As previously reported, the division's
financial results had been affected by weak market conditions. "Allied will
focus on maintaining and expanding its strong market presence in the respiratory
care, medical gas and emergency medical products segments," said Xxx Xxxxxx
Aggarwal, the company's president and chief executive officer. "Selling HSI to
the management group gives us the capacity to direct our resources at
strengthening Allied's base business, while ensuring continuity for HSI's
customers, employees and suppliers." Financial details of the transaction were
not released. The sale of HSI is not expected to have any Material impact on
Allied's financial results. Allied Healthcare Products, Inc., based in St.
Louis, is a leading manufacturer of respiratory care Products, medical gas
equipment and emergency medical products used in a wide range of hospital and
Alternate care settings.
