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MWM

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Alias Born 03/31/2006

MWM

Re: None

Saturday, 05/31/2008 12:46:46 PM

Saturday, May 31, 2008 12:46:46 PM

Post# of 59
On January 16, 2008, the Company acquired 100% of the outstanding shares of common stock of American Motive Power, Inc. (“AMP”) in a transaction accounted for using the purchase method of accounting. Accordingly, the results of operations are included in the Company’s consolidated financial statements from that date forward. AMP is engaged in the business of repairing, remanufacturing, and rebuilding locomotives and locomotive engines and providing related goods and services to the railroad industry. The aggregate purchase price was $10,865 including $7,365 paid in cash at closing and 253,623 shares of MISCOR common stock valued at $13.80 per share, or $3,500. The purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The excess purchase price over those fair values was recorded as goodwill. The fair value assigned to assets acquired and liabilities assumed are based on valuations using management’s estimates and assumptions as of January 1, 2008, the effective date of the acquisition. The Company has initiated an independent valuation of the property, plant and equipment and intangible assets and will adjust long lived assets accordingly based on the results of the valuation. The preliminary allocation of the purchase price is as follows:

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