Free Declaration - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

COLLINS & AIKMAN CORPORATION and COLLINS & AIKMAN PRODUCTS CO., as Debtors in Possession,

Plaintiffs,
VS. DAVID A. STOCKMAN, J. MICHAEL STEPP, BRYCE M. KOTH, DAVID R. COSGROVE, PAUL C. BARNABA, ROBERT A. KRAUSE, JOHN A. GALANTE, CHARLES E. BECKER, ELKIN B. MCCALLUM, THOMAS E. EVANS, CYNTHIA HESS, DANIEL P. TREDWELL, W. GERALD MCCONNELL, SAMUEL VALENTI, III, HEARTLAND INDUSTRIAL PARTNERS, L.P., HEARTLAND INDUSTRIAL ASSOCIATES, L.L.C., HEARTLAND INDUSTRIAL GROUP, L.L.C., PRICEWATERHOUSECOOPERS LLP and KPMG LLP, Defendants.

C.A. No. 07-265-***

DECLARATION OF CHRISTIAN DOUGLAS WRIGHT I, Christian Douglas Wright , declare as follows: I. I am an attorney with Young Conaway Stargatt & Taylor, LLP, counsel for

Thomas E. Evans i n connection with the above-captioned matter. I make this declaration in support of the Opening Brief i n Support of Defendant Thomas E. Evans' Motion to Dismiss. 2. Attached hereto as Exhibit 1 is a true and correct copy of Collins & Aiklnan's

2002 Proxy Statement, dated April 25, 2002.

DB02:6237998 . 1

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3.

Attached hereto as Exhibit 2 is a true and correct copy of the By-Laws of Collins

& Aikman Holdings Corporation. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information , and belief. Executed this 14th day of September, 2007 , at Wilmington, Delaware.

ID02:6237 998,1

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CERTIFICATE OF SERVICE
1, Christian Douglas Wright, Esquire, hereby certify that on September 14, 2007, I caused to be electronically filed a true and correct copy of the foregoing document with the Clerk of the Court using CMIECF, which will send notification that such filing is available for viewing and downloading to the following counsel of record: Joseph A. Rosenthal Carmella P. Keener Rosenthal, Monhait & Goddess, P.A. 919 Market Street, Suite 1401 P.O. Box 1070 Wilmington, DE 19899 (302) 656-4433 irosenthalnrlna_alaw.com ckeenernrmgelaw.com Anne C. Foster Robert J. Stearn, Jr. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 (302) 651-7700 fostelnrlEcom stearn a.rlf.com Thomas P. Preston Blank Rome LLP 1201 North Market Street Suite 800 Wilmington, DE 19801-4226 (302) 425-6400 Preston-tnblankrome.coni James L. Holzman J. Clayton Athey Prickett, Jones & Elliott, P.A. 1310 King St. P.O. Box 1328 Wilmington, DE 19899 (302) 888-6500 'lholzman rickett.com icathevnprickett.com Michael J. Maimone Joseph B. Cicero Edwards Angell Palmer & Dodge LLP 919 North Market Street, 15"' Floor Wilmington, DE 19801 (302) 777-7770 inniaimoneneapd (aw.com iciceroneapolaw.coln

Peter B. Ladig Stephen B. Brauerman The Bayard Firm 222 Delaware Avenue, Suite 900 P.O. Box 25130 Wilmington, DE 19899 (302) 655-5000 pladi^,aa.bavardFirni.com sbrauerlnan cr_bavardfirln.coni Thomas G. Macauley Zuckerman Spaeder LLP 919 Market Street, Suite 1705 P.O. Box 1028 Wilmington, DE 19899 (302) 427-0400 tmacaulevnzuckerman.com Vernon R. Proctor Proctor Heyman LLP 1116 West Street Wilmington, DE 19801 (302) 472-7300
V12roctoi' .proctorlieyiliali.coin

DB02:6051408.1

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Robert S. Saunders Skadden , Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington , DE 19899 (302) 651-3000 rsaunder lr skadden.com c I further certify that on September 14, 2007, 1 caused a copy of the foregoing document to be served by e-mail on the above - listed counsel of record and on the following: Samuel H. Rudman David A. Rosenfeld Coughlin Stoia Geller Rudman & Robbins LLP 58 South Service Road , Suite 200 Melville, NY 11747 (631) 367-7100 SRudman cr,csurr.com DRosenfeldn.csgrr.com Thomas G. Rafferty Antony L. Ryan Cravath, Swaine, & Moore LLP 825 Eighth Avenue New York, NY 10019-7475 (212) 474-1000 traffertya. cravath.com aryan (@cravath.com Craig A. Stewart Ken L. Hashimoto Arnold & Porter LLP 399 Park Avenue New York, NY 10022-4690 (212) 715-1000 Craig.Stewart waporter.com Ken.I-Iashirnoto wa orter.eorn 2 Christopher Harris Seth L. Friedman Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 christopher.harrisa lw.com seth.friedman cr lw.com

Stephen L. Ascher Jenner & Block LLP 919 Third Avenue New York, NY 10022 (212) 891-1600 sascher(c-P'enner.com

Andrew B. Weissman Michele L. Taylor Wilmer Cutler Pickering Hale and Dorr LLP 1875 Pennsylvania Avenue, NW Washington, DC 20006

(202) 663-6000
andv.weissnan cr wilmerhale.com Inichele.tavlorrr wihnerhale.com

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Carl S. Kravitz Zuckerman Spaeder LLP 1800 M. Street, NW Suite 1000 Washington, DC 20036-5802 (202) 778-1800 ckravitz a zuckerman.con

Michael Joseph Joseph O. Click Blank Rome LLP 600 New Hampshire Avenue, NW Washington , DC 20037

(202) 772-5800
'ose l blankrome.com clicknblankrome.com

Jonathon J. Lerner Lea Haber Kuck Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 (212) 735-3000
i le rner a.skadden.corn Ikuck a,skadden.com

Gandolfo V. DiBlasi Stacey R. Friedman Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 diblasiga,sul lcrom.com friedmansasullcram.com Richard M. Strassberg Jeffrey A. Simes Goodwin Procter LLP 599 Lexington Avenue New York, NY 10022 (212) 813-8859 rstrassberg0goodwin procter.cont isilnes r0i 1?oodwin procter.com

Michael Shapiro Gerald Griffin

Carter Ledyard & Millburn LLP 2 Wall Street
New York, NY 10005 (212) 732-3200 mshaj2iro(@.cIn-i.com griffin Oki rn,com Lynn Brimer

Strobl & Sharp, P.C.
300 East Long Lake Road , Suite 200 Bloomfield Hills , MT 48304 (248) 205-2772 lbrii-ner(@,stroblpc.com

YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ClrristianDouglas Wright Christian Douglas Wright (No. 3554) The Brandywine Building 1000 West Street, 17°i Floor Wilmington, DE 19801 302-571-6600 cwright a ycst.com

D1302:6051408. 1

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EXHIBIT I

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COLLINS & AIKIVIAN CORP
250 STEPHENSON HWY TROY, hell 48083 248. 824,2500

DEF 14A
DEFINITWE PROXY STATEMENT Filed on 0412512002 - Period : 05116/2002 File Number 001 -10218

GSr9
IVEDGAP,Ir:( -r -itk'ri P c . i.i_., +.r `60ba Sec'_Ir,ti..S hfor r ii; i;M. lii 911)0.:P_11:W

v.ww:osionline com

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SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 144(2) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X]
Filed by a Party other than the Registrant Check the appropriate box: () (]

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement

^X]
II

Definitive Additional Materials Soliciting Material Pursuant to Section 240,14a-I I(c) or Section 240.14a-12
Collins & Aikman Corporation

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): 1XI II No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Mule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously . ldentify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

])Amount Previously Paid:

2)Form, Schedule or Registration Statement No.:

3)Filng Party:

4)Date Fled:

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D
Collins & Aikman Corporation 250 Stephenson Highway Troy, Michigan 48083 April 25, 2002 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Collins & Aikman Corporation to be held on May 16, 2002 at The Waldorf-Astoria Hotel, the Norse Suite, 301 Park Avenue, New York, NY 10022, at 11:00 a.m., Eastern Daylight Savings Time. You are urged to read carefully the formal notice of the meeting and the Proxy Statement which follow. After reading them, please sign, date and mail the enclosed proxy card so that your shares will be represented at the meeting. A prepaid return envelope is provided for this purpose. We look forward to seeing you at the meeting. Sincerely,

Thomas E. Evans Chairman of the Board and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 16, 2002
To the Stockholders of COLLINS & AIKMAN CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting ( the "Meeting") of the holders of common stock, par value $0.01 per share ( the "Common Stock" ), of COLLINS & AIKMAN CORPORATION, a Delaware corporation ( the "Company"), will be held on May 16, 2002 at The Waldorf-Astoria Hotel , the Norse Suite, 301 Park Avenue , New York, NY 10022, commencing at 11:00 a . m., Eastern Daylight Savings Time, for the purpose of considering and voting upon the following matters: L the election of five directors to hold office until the 2005 Annual Meeting and thereafter until their successors are elected and qualified; II. the approval of the Company ' s 2002 Employee Stock Option Plan;

III. the approval of a proposal to effect a one-for-two and one-half reverse stock split of the Company 's Common Stock; and IV. such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 2, 2002 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting . Therefore , only holders ofrecord of Common Stock at the close ofbusiness on such da te will be entitled to notice of and to vote at the Meeting. A complete list of stockholders entitled to notice of and to vote at the Meeting will be available at our affices at 250 Stephenson Highway, Troy, Michigan 48083, at least ten days prior to the Meeting. The list will also be available for inspection by stockholders at the Meeting. Stockholders are requested to sign and date the enclosed proxy card and return it promptly in the enclosed pre-addressed reply envelope, whether or not they plan to attend the Meeting, so that their shares may be represented. Any proxy may be revoked by filing with the Secretary of the Company, in care of the First Union Customer Information Service Center at the address set forth in the accompanying Proxy Statement, either a written notice of revocation bearing a later date than the proxy card or a subsequent proxy relating to the same shares at any time prior to the time the proxy is voted. Further, any person who has executed a proxy card and is present at the Meeting may vote in person instead ofby proxy, thereby canceling any proxy previously given. By Order of the Board of Directors,

Ronald T. Lindsay 5eerelart PLEASE EXECUTE, DATE AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING. April 25, 2002

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TABLE OF CONTENT PROXY STATEMENT PROPOSAL T ELECTION OF DIRECTORS REPORT OF THE AUDIT COMMITTEE TV COMP -N ^AT ON IT E REPORT ON E2jF , MPF AT EXECUTIVE OFFTCERS OF THE COMp6NY FXECUTTVE COMPENSA'T'ION Performance Gran_h EMPLOYEE STOCK OPTI O N- PLAN PPR V L F THE CONJPANY'^ PROPOaAL T _ E-F R-TW A ND N -HALF V , -, T CK SPLIT PROPOSAL T APPROVAL OF THE CHANGES IN CERTTFYTNG ACCOUNTANT STOC,,ICHQLDER PROPOSALS ANNUAL REPORT OTHER MATTERS Definitive Proxy Statement

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PROXY STATEMENT
COLLINS & AIKMAN CORPORATION 250 Stephenson Highway Troy, Michigan 48083

ANNUAL MEETING OF STOCKHOLDERS To Be Held May 16, 2002
General Information
This Proxy Statement is furnished in connection with the solicitation by the Hoard of Directors of Collins & Aikman Corporation, a Delaware corporation (the "Company"), of proxies for use at the Annual Meeting of Stockholders of the Company to be held on May 16, 2002 at The Waldorf-Astoria Hotel, the Norse Suite, 301 Park Avenue, New York, NY 10022, commencing at 11:00 a.m., Eastern Daylight Savings Time, and at any adjournment or postponement thereof (the "Meeting"). The presence, in person or by proxy, of stockholders holding a majority of the shares entitled to vote at the Meeting is necessary to constitute a quorum at the Meeting. All shares of the common stock, par value 50.01 per share (the "Common Stock"), of the Company which are entitled to vote and are represented at the Meeting by properly executed proxies received prior to or at the Meeting, and not revoked, will be voted at the Meeting; in accordance with the instructions indicated on such proxies. If no instructions are indicated, such proxies will be voted for the election of the five nominees for director named below (or if any nominee becomes unavailable, such other person as the Nominating Committee of the Board of Directors or the Company selects), for the approval of the Company's 2002 Employee Stock Option Plan, for the approval of the proposed one-for-two and one-half reverse stock split and in accordance with the Board of Directors' recommendations with respect to any other matter that may properly come before the Meeting.

The Board of Directors has fixed the close of business on April 2, 2002 as the record date (the "Record Date") for the determination of stockholders entitled to notice of and to vote at the Meeting;. Therefore, only holders of record of Common Stock at the close of business on the Record Date will be entitled to notice of and to vote at the Meeting.
Any proxy may be revoked by the person giving; it at any time before it is voted. A proxy may be revoked by filing, with the Secretary of the Company (in care of the First Union Customer Information Service Center, Client Service Group, 1525 West W.T. Harris Boulevard, 30, Charlotte, North Carolina, 2 8288-1 1 53, Attention: Proxy Department) at any time prior to the time the proxy is voted, either a written notice of revocation bearing; a later date than the proxy card or a subsequent proxy relating to the same shares, or by attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute revocation of a proxy). All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be bome by the Company. In addition to solicitation by use of the mails, proxies may be solicited by directors, officers and employees of the Company in person or by telephone, telegram or other means of communication. Such directors, officers and employees will not be additionally compensated, but may be reimbursed for out-of-pocket expenses in connection with such solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding of proxy solicitation materials to beneficial owners of Common Stock held of record by such custodians, nominees and fiduciaries, and the Company may reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith.

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This Proxy Statement and the accompanying proxy card are being mailed to stockholders commencing on or about April 25, 2002. Voting Securities
On the Record Date, 167,997,131 shares of Common Stock were outstanding. Only holders of Common Stock of record at the close of business on the Record Date are entitled to notice of and to vote at the Meeting. Each stockholder of record is entitled to one vote for each share of Common Stock held on all matters to come before the Meeting. Security Ownership of Management and Principal Stockholders

Set forth in the table below is certain information as of March 12, 2002 regarding the beneficial ownership of equity securities of the Company by
(i) persons who are known to the Company to own beneficially more than five percent (5%) of the Company's voting stock, (ii) directors of the Company (excepting Stephen V. O'Connell and Neil P. Simpkins, who resigned from the Board of Directors effective March 15, 2002), (iii) the executive officers of the Company named in the Summary Compensation Table set forth in this Proxy Statement (and referred to herein as the "Named Executive Officers") and (iv) the directors and executive officers of the Company as a group. Unless otherwise indicated, the beneficial owner has sole voting power and sole investment power over the securities shown below. Amount and Nature of Beneficial Ownersh ip Percent of Class

Title of Cinss

Name of Beneficial Owner

Common Stock, par value SOA1 per share

0 Brian Batey
Blackstone Capital Partners L.P. 345 Park Avenue New York, NY

12,225,571(1) 18,848,156(2) 80,000(3) 10,000(3) 1,570,405(4) 67,200,000(5) 0(14) 12,760,000(6) 0(14) 86,109(7) 12,859,000(6) 0(14) 70,000(3) 135,000(8) 75,167(9) 0(14) 18,000,000(l0) 0(14) 2

7.3%

Charles E, Becker Robert C. Clark Marshall A, Cohen Thomas E. Evans Heartland Industrial Partners L.P. 55 Railroad Avenue Greenwich, CT Cynthia L. Hess Joan Fabrics Corporation 100 Vesper Executive Park Tyngsboro, MA Timothy D. Lculiette
Ronald T. Lindsay

11.2%

40.0%

7.6%

Elkin McCallum W. Gerald McConnell
Warren B. Rudman

7.7% " " 10.7%

Rajesh K. Shah 3. Michael Stepp David A. Stockman
'T'extron inc. 40 Westminster Street Providence, Rl Daniel P. Tredwell

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Amount and Nature of Beneficial Ownership Percent of Class

Title of Class

Name of 13en4d2t Owner

Samuel Valenti, Ill Wasserstein/C&A Holdings, L.L.C. 1301 Avenue of the Americas New York, NY Aced A. White Executive officers and directors as a group (19 persons)

0(14) 13,199,800(l]) 115,108(12) 33,854,875(13)

7.9%

20.1%

'

Less than one percent of shares of Common Stock outstanding.

(1)

Of these shares (i) 9,624,442 shares are hold directly by Blackstone Capital Partners L.P., a Delaware limited partnership ("Blackstone Partners"), the sole general partner of which is Blackstone Management Associates L.P. ('Blackstone Associates"), (ii) 496,588 shares are held directly by Blackstone Family Investment Partnership I L.P., a Delaware limited partnership ('BFIP"), the sole general partner of which is Blackstone Management Associates I L.L.C. ("BMA"), (iii) 43,642 shares are held directly by Blackstone Advisory Directors Partnership L.P., a Delaware limited partnership ("BADP"), the sole general partner of which is Blackstone Associates, and (iv) 2,060,899 shares are held directly by Blackstone Capital Company 11 L.L.C., a Delaware limited liability company, all the ownership interest of which is owned directly and indirectly by Blackstone Partners, BFIP and BADP.
Such shares represent (a) 13,600,000 shares acquired by Mr. Becker as consideration for the Becker acquisition, (b) 848,156 shares acquired by Mr. Becker immediately following the closing of the Becker acquisition from one of the other former Becker shareholders, (c) 400,000 shares subject to presently exercisable wan-ants to purchase such common stock at $5,00 per share acquired by Mr. Becker as consideration for the Becker acquisition and (d) 4,000,000 shares acquired by Becker Ventures LLC ("Becker Ventures") as part of the financing for the Company's acquisition of Textron Automotive Company's trim division ("TAC-Trim "). Mr. Becker is the managing member of Becker Ventures and holds a controlling interest in Becker Ventures. Mr. Becker became a C&A director and Vice Chairman upon completion of the Becker acquisition. Represents shares underlying options granted under the 1994 Directors Stock Option Plan which (i) are vested or (ii) will vest within 60 days unless the director ceases to be a director prior to that time. Of these shares, (i) 245,000 are held directly, (ii) 65,405 shares are held indirectly in the Stock Fund of the 401(k) and Shadow Retirement Income Plans and (iii) 1,260,000 represent shares underlying options granted under the 1994 Plan which are vested. The 67,200,000 shares beneficially owned are indirectly owned by Heartland Industrial Associates L.L.C. as the general partner of each of the following limited partnerships, which hold the shares directly: (a) 814,190 shares are held directly by Heartland Industrial Partners (FF), L.P., a Delaware limited partnership, (b) 878,516 shares are held directly by Heartland Industrial Partners (E]), L.P., a Delaware limited partnership, (c) 528,052 shares are held directly by Heartland Industrial Partners (KI), L.P., a Delaware limited partnership, (d) 264,026 shares are held directly by Heartland Industrial Partners (C I), L.P., a Delaware limited partnership, and (e) 64,715,216 shares are held directly by Heartland Industrial Partners, L.P., a Delaware limited partnership. Of these shares (a) 12,760,000 shares were acquired by Joan Fabrics Corporation ("Joan Fabrics") as a part of the consideration for the sale of Joan Automotive Industries, Inc, ('loan Automotive") to us, (b) 75,000 shares were previously acquired by Mr. McCallum and his spouse and (c) 24,000 were shares previously acquired by the McCallum Family Foundation. The sole stockholder of Joan Fabrics is JFC Holding. Trust, in which Elkin McCallum is the Trustee and has a 75% beneficial interest and his spouse, Donna McCallum, owns the balance. Mr. McCallum became a director of C&A upon the consummation of the Joan acquisition.

(2)

(3)

(4)

(5)

(6)

(7)

Of these shares, (i) 7,300 are held directly, (ii) 44,924 represent shares underlying options granted under the 1993 Employee Stock Option Plan (the "1993 Plan") which are vested, (iii) 26,667 represent 3

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shares underlying options under the 1994 Plan which are vested and (iv) 7,218 shares are held indirectly in the Stock Fund of the 401(k) and Shadow Retirement Income Plans.

(8)
(9) (10)

Represents shares underlying options granted under the 1994 Plan which are vested.
Of these shares, ( i) 65,000 are held directly and (if) 10,167 are held indirectly in the Stock Fund of the 401(k) and Shadow Retirement Income Plans. Such shares are beneficially owned by Textron Inc. ("Textron "). Under the purchase agreement for the TAC- Trim acquisition, Textron has the right to designate a director to serve on the Collins & Aikman Corporation Board ofDirectors . As of this date, it has not yet identified the individual that it will designate . Accordingly, the table does not include the Textron designee, who is expected to disclaim beneficial ownership of all securities beneficially owned by Textron. controlled by Of these shares ( i) 13,119,409 are held directly by Wasserstein / C&A Holdings , L.L.C. (the 'Wasserstein L.L.C."), which is Wasserstein Perella Partners , L.P. ("WP Partners "), the sole general partner of which is Wasserstein Perella Management Partners, Inc. Inc., an ("Wasserstein Management"), which is controlled by Cypress Capital Advisors , LLC ("CCA"), ( ii) 18,000 are held directly by WPPN, indirect subsidiary of WP Group, ( iii) 45,000 shares are held directly 33% by each of three trusts for which Bruce Wasserstein, the Chairman and Chief Executive Officer of Wasserstein Management (who is also a director and stockholders of WP Group ), is the Co-Trustee , ( iv) 10,503 are owned directly by Bruce Wasserstein and (v) 6, 887 are held by Bruce Wasserstein ' s descendants ' trusts. Of these shares , ( i) 101,774 represent shares underlying options granted under the 1993 Plan which are vested and (if) 13,334 represent shares underlying options granted under the 1994 Plan which are vested. and its affiliates, Excludes shares held by Heartland and its affiliates , loan Fabrics and its affiliates, Becker Ventures and its affiliates , Textron Inc , Blackstone Partners and its affiliates and Wasserstein L.L.C. and its affiliates . Also excludes shares held by Brian Batey and Rajesh K. Shah, who resigned their employment prior to March 12, 2002. Stockman is the Managing As described under (5) above, 67 , 200,000 shares are beneficially owned by Heartland Industrial Associates , L.L.C. Mr. Member of Heartland Industrial Associates , L.L.C., but disclaims beneficial ownership of such shares . Messrs . Leuliette, McConnell, Stepp, Tredwcll and Valenti and Ms. }less are also members of heartland Industrial Associates , L.L.C. and also disclaim beneficial ownership of the shares.

(11)

(12)

(13)

(14)

Voting; As of March 12, 2002, Heartland and its affiliates, Blackstone Partners and its affiliates and Wasserstein L.L.C., which is controlled by WP Partners, and its affiliates, Charles E. Becker and Becker Ventures, Elkin McCallum and Joan Fabrics, and Textron and its affiliates (collectively, the "Investors") beneficially own or have the right to vote in the aggregate approximately 84.7% of the outstanding Common Stock. See "Security Ownership of Management and Principal Stockholders" and "Certain Relationships and Related Transactions - Certain Relationships" The Investors have advised the Company that they intend to vote all such shares in favor of Proposals 1, Il and III. Accordingly, assuming that the Investors vote as indicated, the presence of a quorum at the meeting and the approval and adoption of Proposals 1, 11 and Ill are assured.

PROPOSAL I ELECTION OF DIRECTORS
The Restated Certificate of Incorporation provides that the Board of Directors of the Company is divided into three classes serving staggered three-year terms. Five Class lI directors will be elected at the Meeting, each to hold office until his or her term expires at the year 2005 Annual Meeting and until his or her successor is elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. All the nominees except Mr. Dauch are currently directors of the Company. Proxies will be voted for the election of the nominees listed below and identified as Nominees for Election at the Meeting, unless contrary instructions are set forth on the proxy card. If any nominee shall be unavailable to serve as a director, 4

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proxies will be voted for the election of such other person or persons as the Nominating Committee of the Board of Directors or the Company may select. The Company is not aware of any circumstances likely to render any nominee unavailable. According to the bylaws of the Company, directors shall be elected by a plurality of the votes cast. Therefore, the five persons receiving the greatest number of votes cast at the Meeting for the election of directors shall be elected as directors, and abstentions and broker non-votes shall be counted for purposes of determining whether a quorum is present but will not affect the outcome of the election.

Information as to Nominees and Other Directors
Set forth below, as of March 20, 2002, are the name, age and principal occupation or employment during the last five years of each nominee for election to the Board of Directors and all other directors whose terms have not expired. On March 15, 2002, Stephen V. O'Connell and Neil P. Simpkins resigned from the Board of Directors. Effective April 1, 2002, the Board of Directors by unanimous written consent decreased the number of members or the Board of Directors from fifteen to fourteen. None of the nominees or other directors is related to any executive officer or other director of the Company by blood, marriage or adoption. The affiliations between the Company and Heartland, WP Management, WP Group, WP & Co., Blackstone, Charles E. Becker, Becker Ventures, Elkin McCallum, Joan Fabrics and Textron (as such terms are defined herein) are set forth under "Security Ownership of Management and Principal Stockholders" and "Ccrtam Relationships and Related Transactions - Certain Relationships." Management recommends that stockholders vote FOR the election of each of Messrs . Rudman, Valenti, Dauch and Cohen and Ms. Hess.

Nominees for Election at the Meeting - Class 11 Directors

Warren B. Rudman

Age 71. Mr. Rudman has been a director of the Company since June 1995. Mr, Rudman has been a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison since January 1993. Mr, Rudman served as a United States Senator from New Hampshire from 1980 through 1992 and as Attorney General of New Hampshire from 1970 until 1976. Mr. Rudman is also a director of the Chubb Corporation, Allied Waste, Boston Scientific, the Raytheon Company and an independent trustee of several mutual funds of the Dreyfus Corporation. Age 45. Ms. Hess is the owner and CEO of Hess Group, LLC. Prior to forming Hess Group in 2002, Ms. Hess was a senior managing director of Heartland Industrial Partners L.P. ("Heartland") (See "Certain Relationships and Related Transactions - Certain Relationships - Hcartland"). She was formerly Vice President of corporate quality for DaimlerChrysler, where she led the corporate strategy for quality improvement and facilitated quality plan execution. In her 22 years with DaimlerCbrysler, Ms. Hess held various engineering, manufacturing and procurement supply positions. Ms. Hess is also a director of Metaldyne Corporation (formerly known as MascoTech, Inc.), a diversified industrial manufacturing company ("Metaldyne'). Age 56. Mr. Valenti has been a director of the Company since February 2001. He is a senior managing director of Heartland, Chairman of Valenti Capital LLC, and has been a director of Metaldyne Corporation since January 2001 Mr. Valenti is a director of Masco Capital Corporation and has been its President since 1988.

Cynthia L. Hess

Samuel Valenti, III

Mr. Valenti was formerly Vice President - Investments or Masco Corporation, a home improvement and building products company. Mr, Valenti is also a director of Collins & Aikman 5

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Products Co. ("Products"), a wholly-owried subsidiary of the Company.

David C. Daueh

Age 37. Mr. Rauch has been vice president of manufacturing- driveline division of American Axle & Manufacturing since 2001, a company he joined in 1995 as manager, sales administration. In 1996, he became director of sales, GM full size truck programs and was named vice president of sales and marketing in 1998. From 1987 to 1995, Mr. Dauch was employed by Products at which he held positions of product manager, account executive, and director of Ford sales and marketing for the Automotive Carpet and Fabric Groups. Age 67. Mr. Cohen has been a director of the Company since April 2001. Mr. Cohen has been Counsel at Cassels Brock and Blackwell, a Canadian law firm, since October 1996. From 1988 until September 1996, Mr. Cohen served as President and Chief Executive Officer of The Molson Companies Ltd., a brewing company. Mr. Cohen is also a director of The Toronto-Dominion Financial Group, Barrick Gold Corporation, American International Group, Inc., Lafarge Corporation, SMK Speedy International Inc., The Goldfarb Corporation, Premcor Inc., The Quorum Group (Vice Chairman), Haynes International, Inc., Metaldyne and Golf Town Canada Inc. Mr. Cohen serves on the Advisory Boards of The Blackstone Group and Heartland.

Marshall A. Cohen

Directors Whose Terms Expire at the 2 003 Annual Meeting - Class III Directors

Charles E. Becker

Age 55 . Mr. Becker is Vice Chairman of the Board and has been a director since July 2001. For over 25 years, through 1998 , Mr. Becker was the CEO and co-owner of Becker Group, Inc ., a global automotive interiors components supplier. Becker Group, Inc . was sold to Johnson Controls , Inc, in 1998 . In January 1999, Mr. Becker re--acquired 10 ?North American plastic molding and tooling operations from Johnson Controls, which subsequently became Becker Group, LLC. Mr. Becker is also the owner and chairman of Becker Ventures , LLC, which was established in 1998 to invest in a variety of business ventures, including the manufacturing , real estate and service industries. Age 58. Mr_ Clark has been a director of the Company since October 1994. Mr. Clark is Dean of the Harvard Law School and Royal Professor of Law . Mr. Clark j oined Harvard Law School in 1979 after four years at Yale Law School , where he was a tenured professor, and became Dean in 1989. Mr . Clark is a corporate law specialist and author of numerous texts and legal articles . Prior to his association with academia, he was in private practice with Ropes & Gray. Mr. Clark is also a director of American Lawyer Media Holdings , Inc. and American Lawyer Media , Inc. and a trustee orTeachers Insurance Annuity Association (TIAA). Age 55. Mr. Stockman has been a director of the Company since February 2001. Mr. Stockman is also a director of Metaldyne , and Springs Industries , Inc. He is the senior managing director and the founder or Heartland. Prior to founding Heartland, he was a senior managing director of The Blackstone Group L.P. and had been with Blackstone since 1988 . Mr. Stockman also served as the director of the Office of Management and Budget in the Reagan Administration , and represented Southern Michigan in the U.S . House of Representatives from 1976 to 1981.

Robert C. Clark

David A. Stockman

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Daniel P . Tredwell

Age 44. Mr. Tredwell has been a director of the Company since February 2001. Mr. Tredwell is also a director of Metaldyne and Springs Industries, Inc. He is a senior managing director and a co-founder of Heartland. He has more than a decade of leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. and had been with Chase Securities since 1985. From 1980 to 1985, Mr. Tredwell was employed as the Press Secretary to U.S. Representative Robert L. Livingston.

Directors Whose Terms Expire at the 2004 Annual Meeting- Class I Directors

Thomas E. Evans

Age 50. Mr. Evans has been Chairman of the Board and Chief Executive Officer of the Company since April 1999. Previously, he was President of Tenneco Automotive, an automotive supplier and a division of Tenneco, Inc., from 1995 until April 1999. Prior to that, Mr, Evans served for six years with Case Corporation, a manufacturer of farm machinery and construction equipment and a subsidiary of Tenneco, Inc., in a series of senior management positions, the last being Senior Vice President of Worldwide Operations. Prior to his employment with Case Corporation, he spent sixteen years in the automotive industry with Rockwell International and Federal Mogul Corporation. Mr. Evans is also a director of the Motor & Equipment Manufacturers Association, the National Association of Manufacturers and the Institute of Textile Technology. Mr. Evans is also a director of Products. Age 52, Mr. Leuliette was elected as a director of the Company in February 2001 and has been a director of Metaldyne since November 2000. He is currently President and Chief Executive Officer of Metaldyne. He is a co-founder of Heartland. Prior to joining Heartland, Mr. Lculiette joined the Penske Corporation as President and Chief Operating Officer in 1996. From 1991 to 1996 Mr. Lculiette served as President and Chief Executive Officer of 1TT Automotive, an automotive company. He also serves on a number of corporate and charitable boards, including serving as director of The Federal Reserve of Chicago, Detroit Branch. Age 58. Mr. McCallum was elected as a director of the Company in September 2001. Mr. McCallum has been the Chairman of the Board and CEO of Joan Fabrics Corporation since 1989 and has also been the Chairman and CEO ofTyng Textiles LLC since 1996. Mr. McCallum is currently Vice Chairman of the Board of Trustees of Bentley College and chairman elect for the next academic year. Age 38. Mr. McConnell was elected as a director of the Company in February 2001 and has been a senior managing director of Heartland since its founding in 2000. Mr. McConnell was formerly a managing director at Deutsche Bank Alex. Brown (formerly Bankers Trust Co.), a banking firm, from 1997 until 1999. From 1991 until 1999, Mr. McConnell specialized in leveraged finance and financial sponsor coverage at Deutsche Bank Alex. Brown. Mr. McConnell also serves on the board of directors of Springs Industries, Inc.

Timothy D. Leuliette

Elkin McCallum

W. Gerald McConnell

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J. Michael Stepp

Age 57. Mr. Stepp was elected as a director of the Company in February 2001. Mr. Stepp was previously Executive Vice President and Chief Financial Officer of the Company from April 1995 through December 1999. Mr. Stepp was a consultant to the Company and was an independent mergers and acquisitions advisor from January 2000 through February 2001. Since March 2001, Mr. Stepp has been a senior managing director of Heartland. He is also a director of Products.

Certain Relationships and Related Transactions

Certain Relationships
Heartland Heartland is a private equity firm established in 1999 for the purpose of acquiring and expanding industrial companies operating in various industrial sectors of the American manufacturing economy that are well positioned for global consolidation and growth. Six of the Company's directors, Messrs. Stockman, Lculiette, TredwelI, Stepp, McConnell and Valenti, are also employed by Heartland. As of March 12, 2002, Heartland beneficially owned approximately 40% of the outstanding Common Stock. The Company is a party to a services agreement with Heartland under which Heartland provides the Company with advisory and consulting services, including services with respect to developments in the automotive industry and supply markets, advice on financial and strategic plans and alternatives and other matters as the Company may reasonably request and are within Heartland's expertise. The services agreement terminates on the earlier of its tenth anniversary or the date upon which Heartland ceases to own Company shares equivalent to 25% of those owned by them on February 23, 2001. Pursuant to the agreement, the Company is obligated to pay to Heartland a $4 million annual advisory fee on a quarterly basis and to reimburse its out-of-pocket expenses related to the services Heartland provides to the Company. The Company has also agreed to pay a fee of 1% of the total enterprise value of certain acquisitions and dispositions. In connection with Heartland's initial investment in the Company on February 23, 2001, the Company paid Heartland a fee of S 12 million and reimbursed it for the reasonable out-of-pocket expenses incurred in connection with that initial investment. A fee of S 12.5 million was paid by the Company to Heartland as a result of its advisory services in connection with the TAC-Trim acquisition. During 2001, the Company also reimbursed Heartland for 51.5 million of expenses that Heartland incurred in relation to the Becker acquisition,

Blackstone and Wasserstein
Blackstone Partners is a Delaware limited partnership formed in 1987 for the purpose of, among other things, (i) committing capital to facilitate corporate restructurings, leveraged buyouts, bridge financings and other investments and (ii) capitalizing affiliates that will engage in investment and merchant banking activities. The sole general partner of Blackstone Partners is Blackstone Associates, a Delaware limited partnership. At present, the business of Blackstone Associates consists of performing the function of, and serving as, the general partner of certain limited partnerships, including Blackstone Partners. One of the Company's directors, Mr. Simpkins, is also a member of Blackstone Management Partners L.L.C., which is the general partner of Blackstone Management Partners L.P. ("Blackstone Management"), and BMA, which is the general partner of BFIP. WP Partners is a Delaware limited partnership, the sole general partner of which is Wasserstein Management, which is controlled by CCA (fka Wasserstein & Co., Inc.). WP Partners was formed by Wasserstein Perella Group, Inc. ("WP Group") for the purpose of participating in merchant banking activities, including committing capital to the organization and consummation of private equity investments and leveraged buyout transactions. On January 3, 2001, WP Group merged with Dresdocr Bank AG and spun off CCA, as a result of which Wasserstein Management and its affiliates are no longer affiliated with WP Group. Wasserstein Management serves as general partner of WP Partners and as such is engaged in

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managing WP Partners. Mr. O'Connell is also a director of Wasserstein & Co., LP, a newly created entity involved in merchant banking activities, which is affiliated with Wasserstein Management. In connection with Heartland's initial investment in the Company on February 23, 2001, the Company paid WP Partners an investment banking fee of S2 million. Wasserstein Perella Securities, Inc., a wholly-owned subsidiary of WP Group, has acted, and may in the future act, as agent for the Company in the repurchase from time to time of shares of common stock.

Charles E. Becker In July 2001, the Company completed the acquisition of Becker Group LLC. As a result of the Becker acquisition and a purchase of Common Stock immediately afterwards, Charles Becker became one of the Company's principal stockholders. Charles Becker became Vice Chairman and a member of the Company's Board of Directors upon closing of the Becker acquisition. The Company agreed to make S 18 million in non-compete payments over live years to Mr. Becker at the time of the acquisition. In addition, Becker Ventures LLC, an affiliate of Mr. Becker, acquired additional shares of Common Stock as part of the financings in connection with the acquisition of TAC-Trim at a price of 55.00 per share. See the information under the heading "Security Ownership of Management and Principal Stockholders" for a discussion of Mr. Becker's beneficial ownership of Common Stock.

Elkin McCallum In September 2001, the Company completed the acquisition of Joan Automotive, a leading supplier ofbody cloth to the automotive industry, and all of the operating assets of Joan Automotive's affiliated year dying operation, Western Avenue Dyers, L.P. As a result of the Joan acquisition, Joan Fabrics, a company controlled by Elkin McCallum, became a principal stockholder of the Company. Upon completion of the Joan acquisition, Mr. McCallum because a member of the Company's Board of Directors. See "Security Ownership of Management and Principal Stockholders" fora discussion of Joan Fabrics' and Mr. McCallum's beneficial ownership of Common Stock.

Certain Agreements and Transactions
Blackstone/ lf`asserslein/Fleartland Stocklolders Agreement The Company is a party to a stockholders agreement (the "Initial Stockholders Agreement") with Heartland and certain affiliates (the "Heartland parties"), Blackstone and certain of its affiliates (the "Blackstone parties") and the Wasserstein L.L.C. and certain of its affiliates (the "Wasserstein parties"). The Initial Stockholders Agreement contains (i) rights of first refusal on private sales of Common Stock by the Blackstone parties and the Wasserstein parties in favor of the Heartland parties, (ii) tae-along rights in favor of the Blackstone parties and the Wasserstein parties in the event of certain transfers of Common Stock by Heartland and (iii) for so long as Heartland has a right to designate directors, a drag-along right enabling Heartland to cause the Blackstone parties and Wasserstein parties to sell all of their Common Stock with Heartland when Heartland is selling all of its Common Stock to a third party (including by merger). The Initial Stockholders Agreement further provides that the stockholder parties thereto will vote their Common Stock to ensure that seven members of the Company's board will be designated by Heartland, one by the Wasserstein parties and one by the Blackstone parties, in each case so long as each of Heartland, the Wasserstein parties and the Blackstone parties (in each case, together with its affiliates) continue to beneficially own at least 25% of the Common Stock owned by them as of February 23,'2001. In addition, there must be three independent directors not otherwise affiliated with the Company, the Blackstone panics, the Wasserstein parties or Heartland. The Company's chief executive officer will also serve as a director. Certain rights inure to the benefit of, and certain obligations bind, subsequent transferees of Common Stock, but none of the rights or obligations apply to public sales, whether under Rule 144 or under a registration statement. The Initial Stockholders Agreement also contains certain restrictions on the Company's ability to enter into transactions with Heartland and its affiliates. The Company and its subsidiaries may not enter into any such transaction or series of related transactions involving payments or other consideration in excess of

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$500,000 without the consent of (i) each of the Blackstone parties and the Wasserstein parties, so long as each holds at least 25% of the Common Stock held by it as of February 23, 2001, for so long as Heartland and its affiliates directly or indirectly beneficially own at least 50% of the outstanding Common Stock and (ii) a majority of the members of the board who are disinterested with respect to the particular transaction and were not designated for election by Heartland so long as Heartland and its affiliates own at least 25% of the Common Stock owned by them on the date of the Initial Stockholders Agreement. The restrictions described above will not apply to (i) an advisory fee on certain acquisitions and divestitures by the Company in an amount not exceeding I% of the enterprise value thereof and related out-of-pocket fees and expenses, (it) transaction's involving the sale, purchase or lease of goods and services in the ordinary course of business and on an arms-length basis between the Company and portfolio companies of heartland in an amount involving not more than S 1.25 million in any transaction, and (iii) certain other transactions.

Beekerl Joan/ Heartland Stockholders Agreement
There is also a stockholders agreement (the "Becker/ Joan Stockholders Agreement") among Charles E. Becker, Michael E. McInerney and Jens Hohnel (the "Becker parties"), Joan Fabrics Corporation, JFC Holdings Trust, Mr. Elkin McCallum and Donna McCallum (the "loan parties"), the Heartland parties and C&A. The Becker/ Joan Stockholders Agreement contains (i) rights of first refusal on private sales of Common Stock by the Becker parties and the Joan parties in favor of the Heartland parties, (ii) tag-along rights in favor of the Becker parties and the Joan parties in the event of certain transfers of Common Stock by Heartland and (iii) for so long as Heartland has a right to designate directors, a drag-along right enabling Heartland to cause the Becker parties and Joan parties to sell all of their Common Stock with Heartland when Heartland is selling all of its Common Stock to a third party (including by merger). The Becker/ Joan Stockholders Agreement further provides that the Becker parties, the Joan parties and Heartland will each vote their Common Stock to ensure that Charles E. Becker and Elkin McCallum are each members of the Company's board of directors, so long as the Becker parties and the loan parties, respectively, continue to hold shares representing 25% of the Common Stock originally acquired by them. The Becker/ Joan Stockholders Agreement also provides that the Becker parties will vote their shares in favor of the election of Heartland's designees to the Company's board of directors and the TAC-Trim acquisition. Certain rights inure to the benefit of, and certain obligations bind, subsequent transferees of Common Stock, but none of the rights or obligations apply to public sales, whether under Rule 144 or under a registration statement.

In June 2001, the Company entered into sale-leaseback transactions with each of New King, L.L.C. ("New Icing") and Anchor Court, L.L.C. ("Anchor Court"), which are affiliates of Becker Ventures LLC. Becker Ventures is controlled by Charles Becker, a Company director. In connection with these sale-leaseback transactions, C&A Products sold and contemporaneously leased back real property located in Troy, Michigan and Plymouth, Michigan from New King and Anchor Court, respectively, for net proceeds of 515. 1 million in aggregate . The initial lease term in each transaction is 20 years and each lease has two successive ten-year renewal options. The basic rent for the Troy, Michigan property is S 1.3 million per year, and the basic rent for the Plymouth, Michigan property is S.5 million per year. The rental rates in each case are subject to adjustment after expiration of the initial term. The purpose of these sate- leaseback transactions was to reduce the Company ' s outstanding debt. The Company believes that the terms of the sale-leaseback transactions with Becker Ventures arc on terms substantially similar to those which could have been negotiated in arms - length transactions of the same type . These sale- leaseback transactions were authorized by the independent members of the Company ' s board of directors. In connection with the Becker acquisition , the Company entered into a lease agreement with Becker Ventures for the Company ' s headquarters at 250 Stephenson Highway, with the effective date of the lease being January 1, 2002 . In March , 2002 , the Company entered into lease agreements with Becker Ventures , effective January 1, 2002 , for 150 Stephenson Highway and 350 Stephenson Highway . The base rent for all

Charles E, Becker Transactions

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three premises is $13.25 per sq. ft. Total square footage for all three locations is approximately 286,000. The leases have 20 year terms, and we have two five-year rcnewal options.
Collins & Aikman Products Co. is also party to a lease with an affiliate of Becker Ventures for five manufacturing facilities totaling 884,000 square feet. The current term of the lease is ten years, and the base rent for all of the facilities is 53.6 million per year. The Company is currently negotiating with the landlord to extend the term of the lease for at least an additional ten years.

EA!n NlcCallum Transactions In connection with the Joan acquisition (as described above under the heading "- Certain Relationships"), the Company entered into a Supply Agreement dated September 21, 2001 (the "Supply Agreement") with Main Street Textiles, L.P. ("Main Street"). Main Street is controlled by Elkin McCallum, a director of the Company. Under the Supply Agreement, the Company agreed to purchase all of its requirements for flat woven automotive fabric from Main Street for a five year period beginning on the date of the Supply Agreement. The prices which the Company will pay for fabric under the agreement will equal the costs of the raw materials plus an amount which represents Main Street's standard labor and overhead costs incurred in manufacturing fabric for us. During the term of the Supply Agreement, Main Street is prohibited from manufacturing automotive fabric products for third parties without the Company's prior consent but may sell seconds and close-out items in bona fide transactions. The Supply Agreement is also terminable by mutual written consent, upon the occurrence of certain events of bankruptcy, the appointment of a receiver or trustee, an assignment for the benefit of creditors, or in the event of a material breach. In addition, either party may terminate the Supply Agreement upon 270 days' prior notice to the other party in the event that the parties are unable to agree on the pricing of fabric covered by the Supply Agreement. The Company is also a party to a Transition Services Agreement dated September 21, 2001 with Joan Fabrics Corporation, another company controlled by Mr. McCallum. Under this agreement Joan Fabrics will provide COCA Products with transitional and support services for a period not to exceed twelve months in order to support the continued and uninterrupted operation of the businesses acquired by C&.A Products in the loan acquisition. As a part of these services, pending the Company's disassembly and removal of machinery and equipment that the Company purchased from Joan Fabrics, Joan Fabrics will use that machinery and equipment to manufacture for us all of the Company's requirements for some types of knitted and woven automotive fabrics. The terms of the Company's agreement with respect to this fabric production are substantially similar to those under the Supply Agreement. Mr. McCallum became a related party as a result of the Joan acquisition, The terms of the Supply Agreement and the Transition Agreement were reached through arm's-length negotiations prior to Mr, McCallum becoming a related party. On April 12, 2002, the Company signed and closed on a merger agreement with Mr. McCallum and Southwest Railroad Inc., a company wholly-awned by Mr. McCallum, pursuant to which Southwest Railroad Inc. was merged into a wholly-owned subsidiary of the Company. As consideration in the transaction, Mr. McCallum received approximately one million shares of Common Stock and approximately S2.5 million in cash. Pursuant to the merger agreement, debt owing to Mr. McCallum of approximately 563 million was also repaid.

Textron Transactions Sale-Leaseback Transactions. Prior to the TAC-Trim acquisition, TAC-Trim entered into an $86.9 million sale and leaseback transaction (the "Textron Leasing Transaction") with two separate single purpose affiliates of Textron Financial Corporation, as lessor and purchaser, with respect to a portfolio of manufacturing equipment situated in different locations throughout the United States and Canada. Payments under the Textron leasing transaction are guaranteed by C&A Products and secured by a first perfected mortgage lien over certain real property with a value equal to S25 million. Each lease is for an initial tern ofthrce years with three one-year renewal options. As is customary, the documentation for the Textron leasing

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and also contain transaction incorporates covenants by reference, from the Company's credit facility, that may be amended or waived by the senior lenders , events of default, License Agreements . In connection with the TAC-Trim acquisition the Company acquired intellectual pro1perty rights to various products and processes including the patented IntellimoldTM injection molding control process for use in its business . The Intellimold i patents are related to methods and/or Ere capability to design apparatus for injection molding . TAC-Trim has also developed certain skin materials and compounding solutions that provident castable thermoplastic cost-effective materials with outstanding performance and aesthetic qualities . Examples of these materials include £nvirosoft TAC-Trim has also materials, high performance PVC alloys, high - definition grain and texture formulation and vacuum thermoplastic applications . invisible passenger air bag system , which provides improved appearance and craftsmanship at reduced cost. Invisitec Th, systems, developed the Invisitec which integrate the air bag door with the panel and top cover, have been commercialized for soft-cast and vacuum - farmed panels and hard injection molded instrument panels . In total, TAC-Trim holds approximately 270 U.S. and approximately 1340 foreign active patents and has approximately 350 patents pending . The intellectual property acquired in the TAC-Trim Acquisition is subject to certain limitations on the Company's use and creates continuing obligations to Textron. In two of these As part of the TAC-Trim acquisition, the Company entered into three intellectual property license agreements with Textron. the "Intellimold Agreement " and the agreements , the Company licensed back to Textron certain intellectual property that was acquired in the transaction ( "Licensed-Back IP Agreement "). In the third agreement , the Company licensed from Textron other intellectual property that it did not acquire in the transaction ( the "Retained IP Agreement "). The Company is providing general descriptions of these agreements although these descriptions do not contain all the material terms in the contracts.

In all three agreements, the ability to use the intellectual property is limited based on whether the proposed use fails inside or outside a defined field of automotive products (the "Restricted Field").
In the Intellimold Agreement, the Company gave Textron an exclusive worldwide, perpetual, irrevocable license to use outside the Restricted Field its rights in the Intellimold process and any enhancements developed by it. Textron was also granted a royalty-free, worldwide, perpetual, irrevocable license to use the Company's rights in the Intellimold process and any enhancements developed by the Company within the Restricted Field solely in connection with its and certain affiliates' manufacturing, sales and development operations. The Intellimold Agreement also includes an exclusive, royalty-free, worldwide, perpetual, irrevocable license for the Company to use within the Restricted Field any enhancements to the Intellimold process developed by Textron. In the Licensed-Back [P Agreement, the Company granted Textron a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license to use solely outside the Restricted Field certain intellectual property including over 50 U.S. patents on air bag related products. In the Retained IP Agreement, Textron granted to the Company a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license to use solely within the Restricted Field certain intellectual property. These patents could have applicability to the automotive industry but such use is somewhat secondary to the use of such technology outside the automotive field. Common Stock Registration Rights Agreement. In connection with the TAC-Trim acquisition, the Company entered into a common stock registration rights agreement which provides that Textron will have rights to demand registration under the Securities Act of shares of Common Stock held by it at various times. In addition, it will have piggy-back registration rights in the event the Company registers shares of Common Stock for its own account or for the account of any of the Company's other stockholders. The common stock registration rights agreement contains customary provisions regarding lock-ups, holdbacks, payment of expenses, indemnification and contribution. Transition Agreement. In connection with the TAC-Trim acquisition, the Company entered into a transition agreement with Textron. The transition agreement facilitated the transition of certain aspects of the businesses which the Company acquired from Textron. Pursuant to the transition agreement, the Company

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and Textron have agreed to provide reasonably requested assistance to ensure a smooth transition of ownership of TAC-Trim from Textron. Some of the matters covered by the transition agreement are: · the agreement by Textron to make available to employees and former employees of the subsidiaries which are acquired in the TAC-Trim acquisition certain benefit plans for up to nine months following the closing of the TAC-Trim acquisition, at the Company's cost; · the agreement by the Company and Textron to supply each other with certain products and components for specified periods; · the Company's agreement to sublease to Textron certain property in Troy, Michigan through December 31, 2004; · the agreement by Textron, upon the Company's written request, to arrange for AT&T Solutions, Inc. and Electronic Data Systems Corporation to provide certain support services for the subsidiaries which were acquired in the TAC-Trim acquisition for certain specified periods; and · the agreement by the Company and Textron to negotiate in good faith appropriate transition arrangements with respect to contracts, including payroll services, which are shared between the subsidiaries which were acquired in the TAC-Trim acquisition and Textron and its subsidiaries. Preferred Stock Registration Rights Agreement. The Company is a party to a preferred stock registration and other rights agreement with Textron concerning registration and other rights which the Company has granted to Textron with respect to the preferred stock consideration received by Textron in connection with the TAC-Trim acquisition. Italian Joint Venture Documents. As part of the TAC-Trim acquisition, the Company acquired a 50% interest in an Italian joint venture. On December 20, 2001, the Company entered into agreements relating to the Italian joint venture as follows: a joint venture and shareholders agreement principally pertaining to the governance of the joint venture, an administrative services agreement under which the Company will provide services to the joint venture for annual fees to the Company of approximately $3.2 million, an engineering and technical support agreement under which the Company will provide certain reimbursable support to the joint venture and a technology license agreement under which the Company will license certain patents and know-how to the joint venture for customary license fees. There are put and call provisions under the purchase agreement pertaining to the joint venture interests not owned by the Company. The arrangement permits Textron to require the Company to purchase Textron's interests in the joint venture for an aggregate of approximately 523.1 million, subject to an increase by $5.0 million under certain circumstances, after the third anniversary of closing. Additionally, the arrangement permits the Company to require Textron to sell its interests in the joint venture to the Company for fair market value following the third anniversary of the closing. The Company cannot be sure that it will have adequate liquidity to satisfy any put, or exercise any call, of the Textron interest. In addition, the Company's credit facility may restrict such further acquisition or any further financing of the joint venture. While the Company will be permitted, and required, to provide certain guarantees and letters of credit support, it may not be permitted to further finance the joint venture and this may adversely affect the value of the interests which the Company could be required to purchase at a fixed price in the future. Textron became a related party as a result of its receipt of the consideration in the TAC-Trim acquisition and the above-dcscribed agreements were reached through arm's-length negotiations prior to TAC-Trim becoming a related party.

Meetings and Committees of the Board of Directors

Afeerings and Attendance
In 2001, the Board of Directors held a total of four meetings and took action by unanimous written consent on eight occasions. Each incumbent director participated in at least 75% of the aggregate of the total

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number of Board proceedings and the total number of proceedings of the Committees on which the member served during 2001 whether through in-person meeting, teleconference or written consent.

Committees of the Board The Board of Directors has designated the Audit Committee, which currently consists of Mr. Clark,