Heck's, Inc.

Beautifully engraved certificate from the Heck's, Inc. issued no later than 1988. This historic document was printed by the Security-Columbian Banknote Company and has an ornate border around it with a vignette of an allegorical woman sitting in the foreground of a building. This item has the printed signatures of the company’s president and secretary and is over 18 years old.





Steel City Products, Inc. ("SCPI" or "the Company") was incorporated in West Virginia in 1959, and in 1963 became known as Heck's, Inc. In 1969, the "Steel City Products" automotive distribution business was acquired. The Company was reincorporated in Delaware under the name Hallwood Industries Incorporated in 1990, and in January 1993 the Company changed its name to Steel City Products, Inc.

For many years prior to 1990, Heck's, Inc. operated a Retail Division consisting of a chain of discount department stores. In September 1990, all of the assets of the Retail Division were sold to Retail Acquisition Corp. ("RAC").

Continuing operations of SCPI comprise the distribution of automotive parts and accessories under the name "Steel City Products". In 1996, SCPI established a division to distribute non-food pet supplies.

Formation of Oakhurst Company, Inc.

Oakhurst Company, Inc. ("Oakhurst") was formed as part of a merger transaction in July 1991, in which SCPI became a majority-owned subsidiary of Oakhurst. In accordance with the merger agreement, Oakhurst owns 10% of the outstanding common stock of SCPI and all of the SCPI Series A Preferred Stock, with the result that the aggregate fair market value of SCPI's common stock and Series A Preferred Stock owned by Oakhurst is equal to approximately 90% of the aggregate fair market value of all the issued and outstanding capital stock of SCPI; consequently, Oakhurst owns 90% of the voting stock of SCPI.

Pursuant to the merger, SCPI became a special, limited purpose subsidiary that concentrates on its historical distribution business, while any future growth and expansion opportunities are expected to be pursued by Oakhurst or its subsidiaries. Because Oakhurst's ownership of SCPI is primarily in the form of preferred stock, Oakhurst retains the value of SCPI, and Oakhurst's income from SCPI is determined by the Series A Preferred stock dividend. Oakhurst's ownership of SCPI facilitates the preservation and utilization of SCPI's and Oakhurst's net operating tax loss carryforwards, which amount to approximately $150 million.

OPERATIONS

SCPI primarily distributes automotive accessories. These products include functional and decorative car and truck accessories (such as floor mats, seat covers, mirrors, running boards and lights), car care products (including waxes and paints), chemicals (such as antifreeze, windshield washer fluid and motor oil) and car repair and maintenance items (including spark plugs, windshield wipers, and air and oil filters). In fiscal 1996, the product selection was expanded to include selected "hard parts" such as brake rotors, and in fiscal 1997, SCPI introduced non-food pet supplies to its merchandise selection, and opened a new division ("Wing-Tech") that distributes automotive "wings" or spoilers. Although pet supplies are not typical of SCPI's historical merchandise mix, management determined that the availability of existing customers which sell both pet supplies and automotive accessories, combined with SCPI's distribution expertise and infrastructure, offered an opportunity for increased sales, but there can be no assurance that this will lead to new sales. SCPI's operations have been conducted from the same facility in Pittsburgh for about twenty-six years. In June 1997, the Wing-Tech division was sold to the buyer of Oakhurst's Puma Products subsidiary.

Certain of SCPI's business is performed on a service basis, which involves visits by its sales personnel to customers' stores to count and re-order merchandise; generally, these re-orders are transmitted electronically to SCPI's offices in Pittsburgh and shipments are either made directly to each of the customers' stores or pre-packed for onward shipment to stores by the retailers' own distribution centers. Certain customers electronically transmit their orders to SCPI's headquarters. Because many orders are generated electronically and are shipped within a few days of receipt, the size of SCPI's order backlog is not relevant to an understanding of the business. SCPI also provides price ticketing and associated services to those of its customers who request such services.