OVERVIEW AND HISTORICAL BACKGROUND

Magnum Resources, Inc. ("Magnum") and its subsidiaries Hydra-Mac International, Inc. ("Hydra-Mac") and D&E Machining, Inc. ("D&E")(collectively referred to as the "Company") design, manufacture, distribute and sell skid steer loaders and associated products. From 1991 until 1995 the Company also designed, manufactured and sold rubber track crawler loaders.

Magnum was incorporated in Delaware in 1981 to pursue the possible development of natural resources in the state of Nevada. In 1991, Magnum acquired Hydra-Mac and D&E by means of a statutory merger. Since its inception in 1970, Hydra-Mac has been engaged in the business of...