Watermill - South Deerfield Industries Division: Phoenix Management Services Client South Deerfield Industries ("SDI") is a developer, manufacturer and distributor whose primary distribution channels include consumer retailers and industrial distributors of power tool accessories. SDI has two main product lines sold into the consumer and industrial marketplaces and account for annual revenues in excess of $75 million. Drills, including drill bits and drill bit sets, are sold into the consumer markets and account of 30.7% of revenues or $23.0 million of gross sales for FY2005. Saws, including hole saws, reciprocating saw blades, jig saw blades, hacksaws, and band saw blades, are sold to both consumer and industrial markets and account for 69.3% of revenues or $52.0 million of gross sales in

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