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Delaware		3443		34-1712937
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Edward P. Tolley III, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 Tel.: (212) 455-2000 Fax: (212) 455-2502		James S. Scott Sr., Esq. Michael Benjamin, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022-6069 Tel: (212) 848-4000 Fax: (212) 848-7179

			Proposed Maximum
Title of Each Class of			Aggregate Offering			Amount of
Securities to be Registered			Price(1)			Registration Fee
Common stock, par value $0.01 per share			$250,000,000			$26,750

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Initial Public

Underwriting

Proceeds, before

Offering Price

Discount

expenses, to us

Per Share

$

$

$

Total

$

$

$

Morgan Stanley	Lehman Brothers	UBS Investment Bank

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		Page
Prospectus Summary			1
Risk Factors			11
Special Note Regarding Forward-Looking Statements			26
Market and Industry Data			28
The Transactions			29
Use of Proceeds			31
Dividend Policy			32
Capitalization			33
Dilution			35
Unaudited Pro Forma Financial Information			37
Selected Historical Consolidated Financial Data			41
Management’s Discussion and Analysis of Financial Condition and Results of Operations			44
Industry Overview			70
Business			73
Management			84
Principal Stockholders			95
Certain Related Party Transactions			97
Description of Indebtedness			100
Description of Capital Stock			105
Shares Eligible For Future Sale			109
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders			111
Underwriting			114
Validity of the Shares			117
Experts			117
Where You Can Find More Information			117
Index to Financial Statements			F-1
EX-2.1: AGREEMENT AND PLAN OF MERGER
EX-2.2: ASSET PURCHASE AGREEMENT
EX-4.2: INDENTURE
EX-4.3: REGISTRATION RIGHTS AGREEMENT
EX-10.1: CREDIT AGREEMENT
EX-10.2: GUARANTEE AND COLLATERAL AGREEMENT
EX-10.3: EMPLOYMENT AGREEMENT WITH SAMUEL F. THOMAS
EX-10.4: EMPLOYMENT AGREEMENT WITH MICHAEL F. BIEHL
EX-10.5: EMPLOYMENT AGREEMENT WITH CHARLES R. LOVETT
EX-10.6: EMPLOYMENT AGREEMENT WITH MATTHEW J. KLABEN
EX-10.7: IAM AGREEMENT
EX-10.11: 2004 STOCK OPTION AND INCENTIVE PLAN
EX-10.13: FORM OF STOCK OPTION AGREEMENT UNDER THE 2004 STOCK OPTION AND INCENTIVE PLAN
EX-10.14: FORM OF STOCK OPTION AGREEMENT UNDER THE 2004 STOCK OPTION AND INCENTIVE PLAN
EX-10.15: 2005 STOCK INCENTIVE PLAN
EX-10.16: AMENDMENT NO. 1 TO THE 2005 STOCK INCENTIVE PLAN
EX-10.17: FORM OF STOCK OPTION AWARD UNDER THE 2005 STOCK INCENTIVE PLAN
EX-10.20: FORM OF INDEMNIFICATION AGREEMENT
EX-21.1: LIST OF SUBSIDIARIES
EX-23.2: CONSENT OF ERNST & YOUNG

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	The markets we serve are subject to cyclical demand, which could harm our business and make it difficult to project long-term performance.

	The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues.

	We may be unable to compete successfully in the highly competitive markets in which we operate.

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	We will soon be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock.

	As a global business, we are exposed to economic, political and other risks in different countries which could have a material adverse effect on our financial condition and results of operations.

	•	changes in foreign currency exchange rates;
	•	exchange controls and currency restrictions;

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	•	changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets;
	•	civil unrest, turmoil or outbreak of disease in any of the countries in which we operate;
	•	tariffs, other trade protection measures and import or export licensing requirements;
	•	potentially negative consequences from changes in U.S. and international tax laws;
	•	difficulty in staffing and managing geographically widespread operations;
	•	differing labor regulations;
	•	requirements relating to withholding taxes on remittances and other payments by subsidiaries;
	•	different regulatory regimes controlling the protection of our intellectual property;
	•	restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;
	•	restrictions on our ability to repatriate dividends from our foreign subsidiaries;
	•	difficulty in collecting international accounts receivable;
	•	difficulty in enforcement of contractual obligations under non-U.S.  law;
	•	transportation delays or interruptions;
	•	changes in regulatory requirements; and
	•	the burden of complying with multiple and potentially conflicting laws.

	If we are unable to successfully manage our growth, our business could be adversely affected.

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	If we lose our senior management or other key employees, our business may be adversely affected.

	Fluctuations in the prices and availability of raw materials and our exposure to fixed-price contracts could negatively impact our financial results.

	We may fail to successfully acquire or integrate companies that provide complementary products or technologies.

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	•	Any business acquired may not be integrated successfully and may not prove profitable;
	•	The price we pay for any business acquired may overstate the value of that business or otherwise be too high;
	•	We may fail to achieve acquisition synergies; or
	•	The focus on the integration of operations of acquired entities may divert management’s attention from the day-to-day operation of our businesses.

	If we are unable to continue our technological innovation in our business and successful introduction of new commercial products, our profitability could be adversely affected.

	We carry significant goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant charges to earnings in the future if impairment occurs.

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	We may be required to make material expenditures in order to comply with environmental, health and safety laws, or incur additional liabilities under these laws.

	The insolvency of our formerly consolidated subsidiary, Chart Heat Exchangers Limited, could have a material adverse impact on our liquidity and financial position.

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	Due to the nature of our business and products, we may be liable for damages based on product liability and warranty claims.

	Increases in labor costs, potential labor disputes and work stoppages at our facilities could materially adversely affect our financial performance.

	We may have to make significant cash payments to our defined benefit pension plans, reducing the cash available for our business.

	Fluctuations in exchange and interest rates may affect our operating results.

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	Our operations could be impacted by the effects of hurricanes, which could be more severe than the damage and impact that our New Iberia, Louisiana operations encountered from hurricanes in 2005.

	Failure to protect our intellectual property and know-how could adversely affect our business.

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	We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products.

	The continued threat of terrorism, the occurrence of terrorist acts and ongoing military actions could adversely affect our financial condition and results of operations.

	We are subject to regulations governing the export of our products.

	As a provider of products to the U.S. government, we are subject to federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business.

	We are controlled by First Reserve, whose interest may not be aligned with yours or ours.

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	As a “controlled company” within the meaning of the New York Stock Exchange rules, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

	Our substantial leverage and significant debt service obligations could adversely affect our financial condition and prevent us from fulfilling our debt service obligations.

	•	we may have difficulty generating sufficient cash flows to pay interest and satisfy our debt obligations;
	•	we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;
	•	we need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;
	•	some of our debt, including our borrowings under our senior secured credit facility, has variable rates of interest, which exposes us to the risk of increased interest rates;
	•	our debt level increases our vulnerability to general economic downturns and adverse industry conditions;
	•	our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
	•	our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt;
	•	our customers may react adversely to our significant debt level and seek or develop alternative suppliers;

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	•	our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.

	Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we face.

	We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may be unsuccessful.

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	The senior secured credit facility and the indenture governing the notes contain a number of restrictive covenants which limit our ability to finance future operations or capital needs and engage in other business activities that may be in our interest.

	•	incur additional indebtedness;
	•	create liens;
	•	pay dividends and make other distributions in respect of our capital stock;
	•	redeem our capital stock;
	•	make certain investments or certain other restricted payments;
	•	sell certain kinds of assets;
	•	enter into certain types of transactions with affiliates; and
	•	effect mergers or consolidations.

	•	limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans; and
	•	adversely affect our ability to finance our operations, acquisitions, investments or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.

	•	declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;
	•	require us to apply all of our available cash to repay the borrowings; or
	•	prevent us from making debt service payments on the notes;

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	We are a holding company and we depend upon cash from our subsidiaries. If we do not receive cash distributions, dividends or other payments from our subsidiaries, we may be unable to meet our obligations.

	Because most of the proceeds from this offering will be used to pay a dividend to our current stockholders, only a portion of the proceeds will be used to repay our existing debt and none of such proceeds will be used to further invest in our business.

	There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.

	Future sales of our shares could depress the market price of our common stock.

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	The market price of our common stock may be volatile, which could cause the value of your investment to decline.

	•	actual or anticipated variations in operating results;
	•	changes in financial estimates by research analysts;
	•	actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;
	•	actual or anticipated changes in the regulatory environment affecting our industry;
	•	changes in the market valuations of our industry peers; and
	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

	The book value of shares of common stock purchased in the offering will be immediately diluted and may be subject to additional dilution in the future.

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	Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law may discourage a takeover attempt.

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	•	the cyclicality of the markets which we serve;
	•	the loss of, or a significant reduction in purchases by, our largest customers;
	•	competition in our markets;
	•	our compliance obligations with the Sarbanes-Oxley Act of 2002;
	•	general economic, political, business and market risks associated with our non-U.S. operations;
	•	our ability to successfully manage our growth;
	•	the loss of key employees;
	•	the pricing and availability of raw materials and our ability to manage our fixed-price contract exposure;
	•	our ability to successfully acquire or integrate companies that provide complementary products or technologies;
	•	our ability to continue our technical innovation in our product lines;
	•	the impairment of our goodwill and other indefinite-lived intangible assets;
	•	the costs of compliance with environmental, health and safety laws and responding to potential liabilities under these laws;
	•	the insolvency of our formerly consolidated subsidiary, Chart Heat Exchangers Limited, or CHEL, and CHEL’s administration proceedings in the United Kingdom, including claims that may be asserted against us with respect to CHEL’s obligations;
	•	litigation and disputes involving us, including the extent of product liability, warranty, pension and severance claims asserted against us;
	•	labor costs and disputes;
	•	our relations with our employees;
	•	our funding requirements in connection with our defined benefit pension plans;
	•	fluctuations in foreign currency exchange and interest rates;
	•	disruptions in our operations due to hurricanes;
	•	our ability to protect our intellectual property and know-how;
	•	the threat of terrorism and the impact of responses to that threat;
	•	regulations governing the export of our products;

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	•	the possibility that our existing stockholders’ interests will conflict with ours or yours;
	•	our status as a “controlled company” under NYSE corporate governance rules;
	•	risks associated with our substantial indebtedness, leverage, debt service and liquidity;
	•	risks related to this offering; and
	•	other factors described in this prospectus.

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	General

	•	the sale of shares of common stock of Chart Industries, par value $0.01 per share, owned by the Principal Stockholders (the “Principal Stockholder Shares”) to CI Acquisition, which we refer to as the “stock purchase;” and
	•	the merger of CI Acquisition with and into Chart Industries, with Chart Industries surviving the merger as an indirect, wholly-owned subsidiary of First Reserve, which we refer to as the “merger.”

	Agreement and Plan of Merger

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Sources							Uses
(In millions)
Senior secured credit facility:
	Revolving credit facility(1)		$	—			Purchase of equity(2)		$	378.8
	Term loan B facility			180.0			Repayment of then-existing debt(3)			66.8
Senior subordinated notes				170.0			Funded cash(2)			3.4
Equity contribution(4)				117.7			Fees and expenses			18.7
Total Sources of Funds			$	467.7			Total Uses of Funds		$	467.7

(1)	As of October 17, 2005, we had approximately $40.9 million available for borrowing under the revolving credit portion of the senior secured credit facility, subject to certain conditions, after giving effect to approximately $19.1 million outstanding letters of credit and bank guarantees.
(2)	Represents a purchase price of $378.8 million in respect of the equity, resulting in a gross cash purchase price of $449.0 million for the Acquisition. We had approximately $3.4 million of cash on hand upon consummation of the Acquisition, resulting in the net purchase price reflected above.
(3)	We used an estimated $14.3 million of cash on our balance sheet to repay existing debt immediately prior to the closing of the Acquisition.
(4)	Prior to the consummation of the Acquisition, management held options valued at $6.4 million, together with other options that were cashed out in the Acquisition. In connection with the Acquisition, our compensation committee elected to adjust these options to represent options to acquire shares of our common stock after consummation of the Acquisition. This amount includes $6.4 million representing the value of these options.

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	•	The first dividend will be a cash dividend of $           million, assuming an initial public offering price per share of $                    , which we will pay to our existing stockholders out of a portion of the net proceeds from this offering.
	•	The second dividend will be a cash dividend of up to $           million, assuming an initial public offering price per share of $                    , which we will pay to our existing stockholders with all of the proceeds we receive from the shares sold pursuant to the underwriters’ over-allotment option, if exercised.
	•	The third dividend will be a stock dividend of up to                      shares of our common stock, which we will pay to our existing stockholders, the terms of which will require that shortly after the expiration of the underwriters’ over-allotment option (assuming the option is not exercised in full), we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of shares the underwriters purchase from us pursuant to that option.

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	•	the sale by us of approximately                      shares of our common stock in this offering, after deducting underwriting discounts and estimated offering expenses;
	•	the application of the estimated net proceeds as described in “Use of Proceeds;”
	•	the           -for-one stock split we expect to effect immediately prior to the consummation of this offering; and
	•	the stock dividend of                      shares, adjusted for the elimination of any fractional shares, to our existing stockholders shortly after the expiration of the underwriters’ over-allotment option, assuming no exercise of that option.

					As of
					December 31, 2005
					Actual				As Adjusted
					(Unaudited, in millions,
					except share and per
					share data)
Cash and cash equivalents					$	15.4			$
Debt:
	Senior secured credit facility:
			Revolving credit facility(1)			—
			Term loan facility			175.0
	91/8 % senior subordinated notes due 2015					170.0
	Other debt(2)					2.3
Total debt					$	347.3			$
Stockholder’s equity:
		Common stock, par value $0.01 per share, 9,500,000 shares authorized and 1,718,896 shares issued and outstanding(3)				—
		Additional paid-in capital				117.4
		Retained (deficit)				(0.5	)
		Accumulated other comprehensive (loss)				(0.6	)
			Total capitalization		$	116.3			$

(1)	As of December 31, 2005, we had approximately $37.6 million available for borrowing under the revolving portion of the senior secured credit facility, subject to certain conditions, after giving effect to approximately $22.4 million of letters of credit and bank guarantees outstanding thereunder. See “The Transactions” and “Description of Indebtedness.”
(2)	This relates to the indebtedness of Chart Ferox, a.s. and CEM, our subsidiaries located in the Czech Republic and China, respectively. See “Description of Indebtedness—Chart Ferox Credit Facility.”
(3)	To the extent we change the number of shares of common stock we sell in this offering from the                      shares we expect to sell or we change the initial public offering price from the $           per share assumed initial offering price, or any combination of these events occurs, our net proceeds from this offering and as adjusted additional paid-in capital may increase of decrease. A $0.25 increase (decrease)

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in the assumed initial public offering price per share of the common stock, assuming no change in the number of shares of common stock to be sold, would increase (decrease) the net proceeds that we receive in this offering (and accordingly that we dividend to our stockholders) and our as adjusted additional paid-in capital by $           million and an increase (decrease) of 1,000,000 shares from the expected number of shares to be sold in the offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering and our as adjusted additional paid-in capital by approximately $           million.

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	•	the sale of shares of common stock in this offering at an assumed initial public offering price of $           per share, the mid-point of the price range on the cover of this prospectus;
	•	the payment of the $           million dividend that we intend to declare prior to the consummation of the offering to the existing stockholders;
	•	the application of the estimated net proceeds as described under “Use of Proceeds;” and
	•	the effect of any other pro forma adjustments

Initial public offering price per share							$
	Net tangible book deficit per share at December 31, 2005		$
	Increase in net tangible book value per share attributable to new investors		$
Pro forma net tangible book deficit per share after the offering							$
Dilution per share to new investors							$

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Shares Purchased

Total Consideration

Average Price

Number

Percent

Amount

Percent

Per Share

(In millions)

Existing stockholders

New investors

Total

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			Historical				Offering Adjustments				Pro Forma
			(In thousands)
Assets
Current Assets
	Cash and cash equivalents		$	15,433				(a	)
	Accounts receivable, net			62,463
	Inventories, net			53,132
	Unbilled contract revenue			23,813
	Prepaid expenses			3,037
	Other current assets			12,102
	Assets held for sale			3,084
Total current assets				173,064
Property, plant and equipment, net				64,265
Goodwill				236,742
Identifiable intangible assets, net				154,063
Other assets, net				13,672				(b	)
	Total assets		$	641,806
Liabilities and Stockholders’ Equity
Current liabilities
	Accounts payable		$	34,435
	Customer advances and billings in excess of contract revenue			26,741
	Accrued salaries, wages and benefits			19,797
	Warranty reserve			3,598
	Other current liabilities			17,606
	Short-term debt			2,304				(b	)
Total current liabilities				104,481
Long-term debt				345,000				(b	)
Long-term deferred tax liabilities				56,038
Other long-term liabilities				19,957
Shareholder equity				116,330				(a	)(b)(c)
	Total liabilities and shareholder equity		$	641,806

(a)	Reflects payment, using cash on-hand, of $           million of expenses in connection with this offering.
(b)	Reflects the use of a portion of the proceeds from the offering, net of fees and expenses, to repay $           million of term loans under our senior secured credit facility and the write-off of deferred financing costs of $                     million. See “Use of Proceeds.”
(c)	Reflects the assumed gross proceeds of $           million from the offering, net of fees and expenses of $           million. On a pro forma basis as of December 31, 2005, $                     million of the net proceeds from the offering is assumed to be used to pay a dividend to our existing stockholders. See “Use of Proceeds.”

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			Reorganized				Successor
			January 1,				October 17,												Pro Forma
			2005 to				2005 to												Year Ended
			October 16,				December 31,				Pro Forma				Offering				December 31,
			2005(1)				2005(2)				Adjustments(3)				Adjustments(4)				2005
			(In thousands except per share data)
Sales			$	305,497			$	97,652			$	—			$	—			$	403,149
Cost of sales				217,284				75,733				—				—				293,017
Gross profit				88,213				21,919				—				—				110,132
Selling, general and administrative expense				59,826				16,632				8,306	(a)(b)			—				84,764
Transaction expense				6,602				—				—				—				6,602
Employee separation and plant closure costs				1,057				139				—				—				1,196
				67,485				16,771				8,306				—				92,562
Operating income (loss)				20,728				5,148				(8,306	)			—				17,570
Other expense (income)
	(Gain) Loss on sale of assets			(131	)			78				—				—				(53	)
	Interest expense, net			4,192				5,565				17,681	(c)			—				27,438
	Financing costs amortization			—				308				1,171	(d)			—				1,479
	Derivative contracts valuation expense (income)			(28	)			(9	)			—				—				(37	)
	Foreign currency loss (gain)			659				101				—				—				760
				4,692				6,043				18,852				—				29,587
(Loss) income from operations before income taxes and minority interest				16,036				(895	)			(27,158	)			—				(12,017	)
Income tax (benefit) expense				7,159				(441	)			(10,320	)(e)			—				(3,602	)
(Loss) income from operations before minority interest				8,877				(454	)			(16,838	)			—				(8,415	)
Minority interest, net of taxes				(19	)			(52	)			—				—				(71	)
Net (loss)			$	8,858			$	(506	)		$	(16,838	)		$	—			$	(8,486	)
Basic and Diluted Earnings Per Share Data(5)(6)
Basic (loss) earnings per share							$	(0.29	)(f)
Diluted (loss) earnings per share								—
Weighted-average shares — basic								1,719	(f)
Weighted-average shares — diluted								—

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(1)	The amounts in this column represent the reported results of Chart Industries, Inc. prior to the Acquisition, from January 1, 2005 through October 16, 2005.
(2)	The amounts in this column represent the reported results of Chart Industries, Inc. subsequent to the Acquisition, for the period from October 17, 2005 to December 31, 2005.
(3)	The amounts in this column represent the adjustments to reflect the pro forma impact of the Acquisition as follows:

	(a)	Reflects the adjustment to historical expense for management fees of $306 charged by our Reorganized Company majority shareholders, which are not charged by First Reserve.
	(b)	Reflects the adjustment to historical expense for the change in amortization expense due to the revaluation of our identifiable finite-lived intangible assets in purchase accounting. Annual amortization expense under the new basis of accounting is estimated to be $14,271, of which $2,973 was recognized during the 2005 Successor Period, and $2,686 of amortization expense relating to finite-lived intangibles assets was recorded during the 2005 Reorganized Period, resulting in a pro forma adjustment of $8,612.
	(c)	Reflects the adjustment to historical interest expense for interest on the senior secured credit facility entered into in conjunction with the Acquisition of $11,925 assuming an outstanding balance of $180,000 and an interest rate of 6.625% per annum. Also, reflects the adjustment to historical interest expense for interest on the notes issued in conjunction with the Acquisition of $15,513, assuming an outstanding balance of $170,000 and an interest rate of 9.125% per annum. During the 2005 Successor Period, $5,565 of interest expense was recorded for the senior secured credit facility and the notes and $4,192 of interest expense was recorded in the 2005 Reorganized Period for our then existing senior credit facility. This results in a pro forma adjustment of $17,681.
	(d)	Reflects the adjustment to historical expense for the change in amortization expense for deferred financing costs that were paid in conjunction with the Acquisition. The annual amortization expense is estimated to be $1,479, of which $308 was recorded in the 2005 Successor Period, and no amortization expense was recorded in the 2005 Reorganized Period, resulting in a pro forma adjustment of $1,171.
	(e)	Reflects the income tax of our pro forma adjustments to the income statement at an estimated statutory tax rate of 38%.

	(f)	For the 2005 Successor Period, basic earnings per share is calculated by dividing net loss available to common shareholders by the weighted average shares outstanding during this period.

(4)	The amounts in this column represent the adjustments to reflect the pro forma impact of this offering and the estimated use of proceeds therefrom.
(5)	Unaudited pro forma basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds would be necessary to repay any debt or to pay any dividend as reflected in the pro forma adjustments. Therefore, pro forma weighted average shares for purposes of the unaudited pro forma basic and diluted earnings per share calculation, has been adjusted to reflect (i)           the -for-one stock split we expect to effect immediately prior to the consummation of this offering and (ii) the stock dividend of                      shares, adjusted for the elimination of any fractional shares, to our existing stockholders that will be made shortly after the expiration of the underwriters’ over-allotment option assuming no exercise of that option, and includes                      shares of our common stock being offered hereby and the stock dividend of                      shares.
(6)	Earnings per share data on a diluted basis for the 2005 Successor Period is not shown because it is anti-dilutive as a result of our loss during this period.

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																											Successor
			Predecessor Company												Reorganized Company												Company
															Three
			Years Ended								Nine Months				Months								January 1,				October 17,
			December 31,								Ended				Ended				Year Ended				2005 to				2005 to
											September 30,				December 31,				December 31,				October 16,				December 31,
			2001				2002				2003				2003				2004				2005				2005
			(In thousands, except per share data)
Statement of Operations Data:
	Sales		$	305,288			$	276,353			$	197,017			$	68,570			$	305,576			$	305,497			$	97,652
	Cost of sales(1)			226,266				205,595				141,240				52,509				211,770				217,284				75,733
	Gross profit			79,022				70,758				55,777				16,061				93,806				88,213				21,919
	Selling, general and administrative expense			55,128				65,679				44,211				14,147				53,374				59,826				16,632
	Restructuring and other operating expenses, net(2)(3)			6,867				105,897				14,564				1,051				3,220				7,659				139
				61,995				171,576				58,775				15,198				56,594				67,485				16,771
	Operating income (loss)			17,027				(100,818	)			(2,998	)			863				37,212				20,728				5,148
	Interest expense, net(4)			21,589				17,612				10,300				1,344				4,712				4,164				5,556
	Other expense (income)			3,905				4,384				(8,490	)			(407	)			(332	)			528				487
				25,494				21,996				1,810				937				4,380				4,692				6,043
	(Loss) income from continuing operations before income taxes and minority interest			(8,467	)			(122,814	)			(4,808	)			(74	)			32,832				16,036				(895	)
	Income tax (benefit) expense			398				11,136				3,047				(125	)			10,134				7,159				(441	)
	(Loss) income from continuing operations before minority interest			(8,865	)			(133,950	)			(7,855	)			51				22,698				8,877				(454	)
	Minority interest, net of taxes and other			(199	)			(52	)			(63	)			(20	)			(98	)			(19	)			(52	)
	(Loss) income from continuing operations			(9,064	)			(134,002	)			(7,918	)			31				22,600				8,858				(506	)
	Income from discontinued operations(5)			3,906				3,217				833				—				—				—				—
	Net (loss) income		$	(5,158	)		$	(130,785	)		$	(7,085	)		$	31			$	22,600			$	8,858			$	(506	)
Earnings (loss) per share data(6):
Basic earnings (loss) per share:																											$	(0.29	)
Net income (loss)																												(506	)
Weighted average shares																												1,179
Cash Flow Data:
	Cash provided by (used in) operating activities		$	7,458			$	5,249			$	19,466			$	4,988			$	35,059			$	15,641			$	18,742
	Cash (used in) provided by investing activities			(6,261	)			1,288				15,101				154				(3,317	)			(20,799	)			(362,250	)
	Cash (used in) provided by financing activities			504				(17,614	)			(15,907	)			(13,976	)			(35,744	)			1,708				348,489
Other Financial Data:
	Depreciation and amortization(7)		$	17,783			$	14,531			$	9,260			$	2,225			$	8,490			$	6,808			$	4,396

																											Successor
			2Predecessor Company												Reorganized Company												Company
			As of
			December 31,								As of				As of				As of				As of				As of
											September 30,				December 31,				December 31,				October 16,				December 31,
			2001				2002				2003				2003				2004				2005				2005
			(In thousands)
Balance Sheet Data:
	Cash and cash equivalents		$	11,801			$	7,225			$	27,815			$	18,600			$	14,814			$	11,470			$	15,433
	Working capital(8)(9)			57,438				8,853				35,826				47,161				51,292				43,486				55,454
	Total assets			408,980				279,294				299,745				299,637				307,080				343,107				641,806	(10)
	Long-term debt			259,120				1,161				122,537				109,081				76,406				74,480				345,000
	Total debt			272,083				263,900				126,012				112,561				79,411				80,943				347,304
	Shareholders’ equity (deficit)			49,340				(81,617	)			89,865				90,807				115,640				121,321				116,330

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	(1)	In March 2003, we completed the closure of our Wolverhampton, United Kingdom manufacturing facility, operated by CHEL. On March 28, 2003, CHEL filed for voluntary administration under the U.K. Insolvency Act of 1986. CHEL’s application for voluntary administration was approved on April 1, 2003 and an administrator was appointed. In accordance with SFAS No. 94, “Consolidation of All Majority-Owned Subsidiaries,” we are not consolidating the accounts or financial results of CHEL subsequent to March 28, 2003 due to the assumption of control of CHEL by the insolvency administrator. Effective March 28, 2003, we recorded a non-cash impairment charge of $13.7 million to write off our net investment in CHEL.
	(2)	In 2002, we recorded a non-cash impairment charge of $92.4 million to write off non-deductible goodwill of the D&S segment. Further information about this charge is found in Note A to our audited consolidated financial statements included elsewhere in this prospectus.
	(3)	In September 2003, in accordance with Fresh-Start accounting, all assets and liabilities were adjusted to their fair values. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion. The adjustment to record the assets and liabilities at fair value resulted in net other income of $5.7 million. Further information about the adjustment is located in Note A to our audited consolidated financial statements included elsewhere in this prospectus.
	(4)	Includes derivative contracts valuation income or expense for interest rate collars to manage interest exposure relative to term debt.
	(5)	This relates to the sale of our Greenville Tube, LLC business in July 2003. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.
	(6)	Earnings per share data on a diluted basis is not shown for the 2005 Successor Period because it is anti-dilutive as a result of our loss during this period.
	(7)	Includes financing costs amortization for the years ended December 31, 2001 and 2002, the nine months ended September 30, 2003 and the 2005 Successor Period of $1.5 million, $3.2 million, $1.7 million and $0.3 million, respectively.
	(8)	As of December 31, 2002, we were in default on our senior debt due to violation of financial covenants. In April 2003, the lenders under our then-existing credit facility waived all defaults existing at December 31, 2002 and through April 30, 2003. Since the waiver of defaults did not extend until January 1, 2004, this debt was classified as a current liability on our consolidated balance sheet as of December 31, 2002.
	(9)	Working capital is defined as current assets excluding cash minus current liabilities excluding short-term debt.

(10)	Includes $236.7 million of goodwill and $154.1 million of finite-lived and indefinite-lived intangible assets as of December 31, 2005.

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		Predecessor																Successor
		Company				Reorganized Company												Company
		Nine Months				Three Months								January 1,				October 17,
		Ended				Ended				Year Ended				2005 to				2005 to
		September 30,				December 31,				December 31,				October 16,				December 31,
		2003				2003				2004				2005				2005
Sales			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales(1)			71.7				76.6				69.3				71.1				77.6
Gross profit			28.3				23.4				30.7				28.9				22.4
Selling, general and administrative expense(2)(3)(4)(5)(6)			22.5				20.6				17.5				19.6				17.0
Acquisition expenses(7)			0.0				0.0				0.0				2.2				0.0
Employee separation and plant closure costs			0.4				1.5				1.0				0.3				0.1
Loss on insolvent subsidiary			6.9				0.0				0.0				0.0				0.0
Equity expense in joint venture			0.0				0.1				0.0				0.0				0.0
Operating income (loss)			(1.5	)			1.2				12.2				6.8				5.3
(Loss) gain on sale of assets			2.4				0.1				0.0				0.0				(0.1	)
Interest expense, net			(5.0	)			(2.1	)			(1.6	)			(1.4	)			(5.7	)
Financing costs amortization			(0.9	)			0.0				0.0				0.0				(0.3	)
Derivative contracts valuation income (expense)			(0.2	)			0.1				0.0				0.0				0.0
Foreign currency income (loss)			(0.1	)			0.5				0.1				(0.2	)			(0.1	)
Reorganization items, net			2.8				0.0				0.0				0.0				0.0
Income tax (benefit) expense			1.5				(0.2	)			3.3				2.3				(0.5	)
(Loss) income from continuing operations			(4.0	)			0.0				7.4				2.9				(0.4	)
Income from discontinued operation, net of tax			0.4				0.0				0.0				0.0				0.0
Net (loss) income			(3.6	)			0.0				7.4				2.9				(0.4	)

(1)	Includes non-cash inventory valuation charges of $9.0 million, $0.6 million, $0.2 million, $5.4 million, and $0.5 million, representing 9.2%, 0.2%, 0.1%, 7.9%, and 0.2%, of sales, for the 2005 Successor Period, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, respectively.
(2)	Includes $1.5 million, $0.7 million, and $6.4 million, representing 0.5%, 0.2%, and 3.2% of sales, for claim settlements, professional fees incurred by us related to our debt restructuring and bankruptcy reorganization activities for the 2005 Reorganized Period, the year ended December 31, 2004, and the nine months ended September 30, 2003, respectively.
(3)	Includes stock-based compensation expense of $0.4 million, $9.5 million and $2.4 million, representing 0.4%, 3.1% and 0.8% of sales, for the 2005 Successor Period, the 2005 Reorganized Period and the year ended December 31, 2004, respectively.

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(4)	Includes charges and losses related to damages caused by Hurricane Rita of $0.4 million and $1.1 million, representing 0.4% and 0.4% of sales, for the 2005 Successor Period and the 2005 Reorganized Period, respectively.
(5)	Includes a charge for the settlement of former shareholders’ appraisal rights claims related to the Acquisition of $0.5 million, or 0.5% of sales, and a charge for the write-off of purchased in-process research and development of $2.8 million, or 0.1% of sales, for the 2005 Successor Period and the 2005 Reorganized Period, respectively.
(6)	Includes amortization expense for intangible assets of $3.0 million, $2.7 million, $2.8 million, $0.7 million, and $1.2 million, representing 3.0%, 0.9%, 0.9%, 1.0%, and 0.6%, of sales, for the 2005 Successor Period, the 2005 Reorganized Period, the year ended December 31, 2004, the three months ended December 31, 2003, and the nine months ended September 30, 2003, respectively.
(7)	Represents expenses incurred by us related to the Acquisition.

			Predecessor																		Successor
			Company					Reorganized Company													Company
			Nine Months					Three Months								January 1,					October 17,
			Ended					Ended				Year Ended				2005 to					2005 to
			September 30,					December 31,				December 31,				October 16,					December 31,
			2003					2003				2004				2005					2005
								(Dollars in thousands)
Sales
	Energy & Chemicals		$	42,910				$	15,699			$	69,609			$	86,920				$	34,135
	Distribution and Storage			102,469					37,863				162,508				161,329					47,832
	Biomedical			51,638					15,008				73,459				57,248					15,685
Total			$	197,017				$	68,570			$	305,576			$	305,497				$	97,652
Gross Profit
	Energy & Chemicals		$	12,683				$	5,405			$	21,475			$	23,391				$	10,494
	Distribution and Storage			25,515					8,682				46,588				47,120					8,861
	Biomedical			17,579					1,974				25,743				17,702					2,564
Total			$	55,777				$	16,061			$	93,806			$	88,213				$	21,919
Gross Profit Margin
	Energy & Chemicals			29.6	%				34.4	%			30.9	%			26.9	%				30.7	%
	Distribution and Storage			24.9	%				22.9	%			28.7	%			29.2	%				18.5	%
	Biomedical			34.0	%				13.2	%			35.0	%			30.9	%				16.4	%
Total				28.3	%				23.4	%			30.7	%			28.9	%				22.4	%

	Sales

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	Gross Profit and Gross Margin

	Selling, General and Administrative Expenses (“SG&A”)

	Employee Separation and Plant Closure Costs

	Other Expenses and Income

	Foreign Currency Loss

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	Income Tax Expense

	Net Loss

	Sales

	Gross Profit and Gross Margin

	SG&A

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	Acquisition Expenses

	Employee Separation and Plant Closure Costs

	Other Expenses and Income

	Foreign Currency Loss

	Income Tax Expense

	Net Income

	Sales

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	Gross Profit and Gross Margin

	SG&A Expense

	Employee Separation and Plant Closure Costs

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	Equity Loss

	Sale of Assets

	Net Interest Expense

	Derivative Contracts Valuation Income and Expense

	Foreign Currency Gain

	Income Tax Expense

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	Net Income

	Sales

	Gross Profit and Gross Margin

	SG&A Expense

	Employee Separation and Plant Closure Costs

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	Equity Loss

	Net Interest Expense

	Derivative Contracts Valuation Expense

	Foreign Currency Gain

	Income Tax Benefit

	Net Income

	Sales

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	Gross Profit and Gross Margin

	SG&A Expense

	Employee Separation and Plan Closure Costs

	Loss on Insolvent Subsidiary

	Gain on Sale of Assets

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	Net Interest Expense

	Financing Costs Amortization

	Derivative Contracts Valuation Expense

	Foreign Currency Loss

	Reorganization Items, Net

	Income Tax Expense

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	Net Income

			Predecessor																		Successor
			Company					Reorganized Company													Company
			Nine Months					Three Months								January 1,					October 17,
			Ended					Ended				Year Ended				2005 to					2005 to
			September 30,					December 31,				December 31,				October 16,					December 31,
			2003					2003				2004				2005					2005
			(Dollars in thousands)
Orders
	Energy & Chemicals		$	28,621				$	15,262			$	121,793			$	130,786				$	67,232
	Distribution & Storage			105,233					37,696				193,156				191,188					45,859
	Biomedical			52,751					14,492				77,893				62,396					13,768
Total			$	186,605				$	67,450			$	392,842			$	384,370				$	126,859
Backlog
	Energy & Chemicals		$	20,673				$	19,834			$	70,766			$	114,633				$	147,732
	Distribution & Storage			28,591					27,993				53,900				83,194					79,524
	Biomedical			2,517					1,808				4,613				8,388					6,383
Total			$	51,781				$	49,635			$	129,279			$	206,215				$	233,639

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	Debt Instruments and Related Covenants

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	Sources and Uses of Cash

	2005 Successor Period

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	2005 Reorganized Period

	Year Ended December 31, 2004

	Three Months Ended December 31, 2003

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	Nine Months Ended September 30, 2003

	Cash Requirements

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	Contractual Obligations

		Payments Due by Period
																		2011 and
		Total				2006				2007-2008				2009-2010				Thereafter
		(Dollars in thousands)
Long-term debt(1)		$	345,000			$	—			$	720			$	2,880			$	341,400
Interest on long-term debt(1)			236,531				27,729				54,957				54,689				99,156
Operating leases			9,255				2,040				3,568				2,939				708
Pension obligations			16,596				1,176				2,589				3,010				9,821
Total contractual cash obligations		$	607,382			$	30,945			$	61,834			$	63,518			$	451,085

(1)	We intend to repay indebtedness using the net proceeds of this offering. This will reduce our long-term debt and interest obligations. See “Use of Proceeds” and “Unaudited Pro Forma Financial Information.”

		Total				2006				2007-2008
		(Dollars in thousands)
Standby letters of credit		$	12,325			$	10,585			$	1,740
Bank guarantees			11,623				9,279				2,344
Total commercial commitments		$	23,948			$	19,864			$	4,084

	Capital Structure

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						Four Quarters Ended
						December 31, 2005
		Covenant Level				Ratio
Senior Secured Credit Facility(1)
Minimum Adjusted EBITDA to cash interest ratio			1.75x				2.62x
Maximum total debt to Adjusted EBITDA ratio			6.75x				4.85x
Indenture(2)
Minimum pro forma Adjusted EBITDA to pro forma fixed charge coverage ratio required to incur additional debt pursuant to ratio provisions(3)			2.0x				2.33x

(1)

The senior secured credit facility requires us to maintain an Adjusted EBITDA to cash interest ratio starting at a minimum of 1.75x and a total net debt to Adjusted EBITDA ratio starting at a maximum of 6.75x. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit facility. If lenders under the senior secured credit facility failed to waive any such default,

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	repayment obligations under the senior secured credit facility could be accelerated, which would also constitute a default under the indenture.
(2)	Our ability to incur additional debt and make certain restricted payments under our indenture, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charge ratio of at least 2.0 to 1.0.
(3)	The ratio is calculated giving pro forma effect to the Acquisition and the incurrence of debt under the indenture and the senior secured credit facility.

		Predecessor																		Successor
		Company					Reorganized Company													Company
		Nine Months					Three Months								January 1,					October 17,
		Ended					Ended				Year Ended				2005 to					2005 to
		September 30,					December 31,				December 31,				October 16,					December 31,
		2003					2003				2004				2005					2005
		(Dollars in thousands)
Net income (loss)		$	(7,085	)			$	31			$	22,600			$	8,858				$	(506	)
Income tax expense (benefit)			3,047					(125	)			10,134				7,159					(441	)
Interest expense — net			10,300					1,344				4,712				4,164					5,556
Depreciation and amortization(a)			9,260					2,225				8,490				6,808					4,396
EBITDA		$	15,522				$	3,475			$	45,936			$	26,989				$	9,005
EBITDA		$	15,522				$	3,475			$	45,936			$	26,989				$	9,005
Stock-based compensation expense(b)			—					—				2,433				9,508					437
Inventory valuation charge(c)			—					5,368				—				—					8,903
Acquisition expenses(d)			—					—				—				6,602					—
In-process research and development charge(e)			—					—				—				2,768					—
Hurricane losses(f)			—					—				—				1,057					406
Employee separation and plant closure costs(g)			1,338					1,010				3,346				1,700					255
Reorganization expenses(h)			369					357				706				1,470					88
Appraisal rights settlement(i)			—					—				—				—					500
Management fees(j)			—					—				380				306					—
(Gain) loss on sale of assets(k)			8,929					(57	)			133				(131	)				78
Income from discontinued operations(l)			(833	)				—				—				—					—
Adjusted EBITDA		$	25,325				$	10,153			$	52,934			$	50,269				$	19,672

(a)	The nine months ended September 30, 2003 and the 2005 Successor Period include financing costs amortization of $1.7 million and $0.3 million, respectively.

(b)

Represents stock-based compensation charges for stock and stock options issued to key employees and directors, and an additional charge for the cash-out of stock options in the 2005 Reorganized Period as a result of the Acquisition. Although it may be of limited relevance to holders of our debt instruments, it may be of more relevance to our equity holders, since such equity holders ultimately bear such expenses.

(c)	Represents a non-cash inventory valuation charge recorded in cost of sales for the adjustment of inventory to fair value as a result of Fresh-Start accounting as of September 30, 2003 and purchase accounting as of

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	October 17, 2005, the closing date of the Acquisition. Under Fresh-Start and purchase accounting, inventory was adjusted to the fair value as of the dates indicated above, and a corresponding charge was taken in the subsequent three months ended December 31, 2003 and the 2005 Successor Period cost of sales as the inventory was sold.

(d)	Represents acquisition expenses, primarily professional fees, incurred by us as a result of the Acquisition.

(e)	Represents a non-cash charge for purchased in-process research and development in conjunction with the acquisition of CEM in 2005.

(f)	Represents losses and costs incurred related to the damaged caused by Hurricane Rita at our New Iberia, Louisiana facilities.

(g)	Includes inventory valuation charges recorded in cost of sales, and severance expenses, facility exit costs and non-operating expenses related to the execution of our operational restructuring plan, which primarily included moving the Burnsville, Minnesota manufacturing operations to Canton, Georgia, closing the Plaistow, New Hampshire and Wolverhampton, United Kingdom manufacturing facilities and closing the Westborough, Massachusetts engineering office.
(h)	Includes pre-bankruptcy debt restructuring-related fees, Fresh-Start accounting adjustments and expenses, and a claim settlement related to our 2003 bankruptcy reorganization.
(i)	Represents a charge for the settlement of former Reorganized Company shareholders’ appraisal rights claims as a result of the Acquisition.
(j)	Represents non-recurring management fees charged by our Reorganized Company majority shareholders, which are not charged by First Reserve.
(k)	Includes non-recurring gains and losses and charges on the sale, disposal or impairment of assets.
(l)	Represents income from our former Greenville Tube, LLC stainless steel tubing business, which was sold in July 2003.

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	•	increasing demand for natural gas and the geographic dislocation of supply and consumption, which is resulting in the need for a global network for LNG;
	•	increasing demand for natural gas processing, particularly in the Middle East, as crude oil producers look to utilize the gas portions of their reserves; and
	•	increased demand for natural and industrial gases resulting from rapid economic growth in developing areas, particularly Central and Eastern Europe and China.

Focus on Attractive Growing End Markets. We anticipate growing demand in the end markets we serve, with particularly strong growth in LNG, natural gas processing, specific international markets across all segments and biomedical equipment. Energy Ventures Analysis projects global LNG liquefaction capacity to increase 15.2% per annum from 2005 through 2011 and the International Energy Agency expects the natural gas industry to invest approximately $250 billion in LNG facilities from 2001 to 2030. In addition, international demand for our products is being driven by growing manufacturing capacity and industrial activity in developing areas, particularly Central and Eastern Europe and China. Rapid economic development in these areas has caused a significant increase in the demand for natural and

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	industrial gases. According to Spiritus Consulting, the global market for industrial gas is projected to grow 7.0% per annum from 2009.
	Substantial Revenue Visibility. We have a large and growing backlog, which provides us with a high degree of visibility in our forecasted revenue. Our backlog is comprised of the portion of signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue under the percentage of completion method or based upon shipment. Our backlog as of December 31, 2005 was $233.6 million compared to $129.3 million and $49.6 million at December 31, 2004 and 2003, respectively. Projects for energy-related applications totaled approximately $180.0 million in backlog as of December 31, 2005. Substantially all of our backlog as of December 31, 2005 is scheduled to be recognized as sales during the next twelve months.
	Leading Market Positions. We believe we are the #1 or #2 equipment supplier in each of our primary end markets both domestically and internationally. Based on our relationships with key customers, we believe that our strong industry positioning makes us the preferred supplier and typically one of only two or three suppliers qualified to provide certain products to key customers. As our customers continue to rationalize their vendors, we expect to gain additional market share and that the benefit of our leading position will become more pronounced.
	Diverse, Long-Standing Customer Base. We currently serve over 2,000 customers worldwide. Our primary customers are large, multinational producers and distributors of hydrocarbon and industrial gases that provide us with revenue stability. Customers and end-users also include high growth LNG processors, petrochemical processors and biomedical companies. We have developed strong, long-standing relationships with these customers, many of whom have been purchasing products from us or one of our predecessors for over 20 years. Our primary customers and end-users include Air Products, Praxair, Airgas, Air Liquide, JGC, Bechtel Corporation, GE, ExxonMobil, BP and ConocoPhillips.
	Highly Flexible and Low-Cost Manufacturing Base. Given our long-term investment in global manufacturing facilities and specialized equipment, we have developed a substantial comparative scale and geographic advantage within the markets for the cryogenic products that we manufacture. The scale enables cost efficiencies and the geographic reach provides access to customers that we believe would be difficult for a potential competitor to replicate. With more than 1.5 million square feet of manufacturing space across 11 primary facilities and three continents, we have substantial operational flexibility. We are a low-cost producer for our products across all segments. In addition, the high cost of capital and economies of scale required for this type of manufacturing create significant barriers for new entrants.
	Product Expertise, Quality, Reliability and Know-How. Within our end markets, we have established a reputation for quality, reliability and technical innovation. We believe that the main drivers of our target customers’ purchasing decisions are a supplier’s product expertise, quality, reliability and know-how rather than pricing and terms, giving us an advantage based on our reputation and consequent brand recognition. The value of this brand recognition is significantly enhanced by the extended life cycle of our products and the high cost to our target customers of product failure. As a focused provider of highly engineered cryogenic equipment, we believe it would be difficult for a new entrant to duplicate our capabilities.
	Experienced Management Team. We have assembled a strong senior management team with over 250 combined years of related experience. We have a balance of entrepreneurs, internally developed leaders and experienced managers from analogous industries. The team has grown into a cohesive unit with complementary management and operational skills. The current management team is directly responsible for the strong sales growth and the significant margin improvements experienced since 2003.

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	Continue to develop innovative, high-growth, energy-specific products. We plan to continue to focus on extending our cryogenic technological leadership, both to capitalize on increasing demand for energy and to create new applications. We believe that we are well positioned to benefit from increased demand for LNG, natural gas processing and gas to liquid (“GTL”) solutions. Our engineering, technical and marketing employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Current product development includes subsea VIP, synthetic gas, hydrogen recovery, small-scale bulk gas distribution solutions and LNG/ GTL production systems.
	Leverage our global platform to capitalize on growing international demand. We expect growth in hydrocarbon and industrial gas demand and investment over the next five years in the Middle East, Central and Eastern Europe, Russia and China. We believe that our historic and planned investment in our manufacturing facilities in the Czech Republic and China and the investment in sales and marketing capabilities in these markets, supplemented by our continuing investment in our U.S. facilities, has positioned us to increase our market share in growing international markets. We believe we are well-positioned to make acquisitions of complementary businesses to expand our global infrastructure.
	Capitalize on our position as a market leader. We plan to continue to grow our long-standing relationships with the leading users of cryogenic equipment. Our engineering and development teams partner with our customers to better understand and meet their cryogenic equipment needs, particularly in the growing LNG and international markets. We intend to grow our customer base as industrial gas producers increasingly outsource bulk tank storage and other non-core parts of their business.
	Maintain our position as a low-cost producer while continuing to improve operating performance. We believe we are the lowest cost manufacturer for most of our products and we intend to continue to leverage our scale, scope, technical expertise and know-how to deliver to our customers higher quality and more reliable products and services at lower cost. Our largest manufacturing facility is in the Czech Republic, which allows us to achieve considerable cost savings versus our competitors. In addition, we believe China, where we are experiencing significant growth, will be a sustainable low-cost labor environment. We maintain a disciplined approach to capital expenditures. We intend to make capacity investments in energy-related markets where we expect to realize significant and timely returns, and to also leverage our existing operating capacity in other markets.

	Energy and Chemicals Segment

	Heat Exchangers

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	Cold Boxes

	LNG Vacuum Insulated Pipe

	Distribution and Storage Segment

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	Cryogenic Bulk Storage Systems

	Cryogenic Packaged Gas Systems

	Cryogenic Systems and Components

	LNG Vehicle Fuel Systems

	Beverage Liquid CO2 Systems

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	Cryogenic Services

	BioMedical Segment

	Medical Products

	Biological Storage Systems

	MRI Components

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Location

Segment

Square Feet

Ownership

Use

LaCrosse, Wisconsin

Energy & Chemicals

149,000

Owned

Manufacturing/Office

New Iberia, Louisiana

Energy & Chemicals

62,400

Leased

Manufacturing

New Iberia, Louisiana

Energy & Chemicals

35,000

Leased

Manufacturing

The Woodlands, Texas

Energy & Chemicals

29,000

Leased

Office

Wolverhampton, United Kingdom

Energy & Chemicals

1,600

Leased

Office

Changzhou, China(1)

Distribution & Storage

21,500

Leased

Manufacturing/Office

Changzhou, China

Distribution & Storage

130,000

Owned

Manufacturing/Office

Changzhou, China

Distribution & Storage

60,000

Leased

Manufacturing/Office

Changzhou, China

Distribution & Storage

40,000

Leased

Manufacturing

Decin, Czech Republic

Distribution & Storage

564,000

Owned

Manufacturing/Office

Houston, Texas

Distribution & Storage

22,000

Owned

Service

Plaistow, New Hampshire(2)

Distribution & Storage

164,400

Owned

Manufacturing/Office

Solingen, Germany

Distribution & Storage

3,000

Leased

Office

Zhangiajang, China

Distribution & Storage

30,000

Leased

Manufacturing/Office

Canton, Georgia

Distribution & Storage/ BioMedical

154,000

Owned

Manufacturing/Office

Jasper, Georgia

Distribution & Storage/ BioMedical

32,500

Leased

Warehouse/Service

New Prague, Minnesota

Distribution & Storage/ BioMedical

254,000

Owned

Manufacturing/Service/ Office

Denver, Colorado

BioMedical

109,000

Owned

Manufacturing

Marietta, Georgia

BioMedical

11,100

Leased

Office/Lab

Brackell, United Kingdom

BioMedical

12,500

Leased

Office/Warehouse

Lidcombe, Australia

BioMedical

2,400

Leased

Office/Warehouse

New Prague, Minnesota

BioMedical

11,700

Leased

Warehouse

Burnsville, Minnesota(3)

Corporate

7,000

Leased

Office

Garfield Heights, Ohio

Corporate

10,300

Leased

Office

Clarksville, Arkansas(4)

Discontinued operation

110,000

Owned

Manufacturing/Office

(1)	This facility has been vacated and we expect to sublease until the lease expires.
(2)	This facility is being held for sale.
(3)	This facility is in the process of being closed and we expect to buy-out the lease or sublease until the lease expires in January 2007.
(4)	This facility is leased from us, with a purchase option, by the company that purchased certain assets of the former Greenville Tube LLC stainless steel tubing business.

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Name		Age				Position
Samuel F. Thomas			54			Chief Executive Officer, President and Director
Michael F. Biehl			50			Executive Vice President, Chief Financial Officer and Treasurer
Matthew J. Klaben			36			Vice President, General Counsel and Secretary
James H. Hoppel, Jr.			42			Chief Accounting Officer, Controller and Assistant Treasurer
John T. Romain			42			President—Energy & Chemicals Group
Thomas M. Carey			48			President—Distribution & Storage Group
Steven T. Shaw			44			President—BioMedical Group
Ben A. Guill			55			Chairman of the Board of Directors
Kenneth W. Moore			36			Director
Timothy H. Day			35			Director

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	Summary Compensation Table

																			Long-Term
																			Compensation
							Annual Compensation												Awards
																			Number of
															Other Annual				Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Compensation(1)				Options				Compensation
Samuel F. Thomas(2)				2005			$	400,000			$	600,000			$	5,766,483	(3)			67,547	(4)		$	18,726	(5)
	Chief Executive Officer and			2004			$	400,000			$	600,000			$	435,123	(6)			203,701	(7)		$	19,595	(5)
	President			2003			$	92,307			$	94,338				—				—				—
Michael F. Biehl				2005			$	213,200			$	319,800			$	1,166,830	(3)			20,264	(4)		$	18,726	(5)
	Executive Vice President,			2004			$	205,000			$	374,167	(8)			—				28,000	(7)		$	14,536	(5)
	Chief Financial Officer and			2003			$	200,000					(8)			—				—			$	14,077	(5)
	Treasurer
Charles R. Lovett				2005			$	173,349			$	260,024			$	916,205	(3)			6,755	(4)		$	15,471	(5)
	Vice President —			2004			$	168,300			$	307,450	(8)			—				23,000	(7)		$	5,100	(5)
	Manufacturing			2003			$	165,000					(8)			—				—			$	4,950	(5)

(1)	No person listed in the table received personal benefits or perquisites in excess of the lesser of $50,000 or 10% of his aggregate salary and bonus. Messrs. Thomas and Biehl received automobile allowances of $1,846 and $6,923 in 2005, respectively, and Mr. Biehl received the use of a company car in 2003, 2004 and part of 2005.
(2)	Mr. Thomas became Chief Executive Officer on October 6, 2003.
(3)	These amounts reflect the payments made by us in connection with the Acquisition related to the cancellation of stock options (or portions of stock options) held by the named individuals before the Acquisition.
(4)	These options were granted on November 23, 2005 pursuant to the terms of our 2005 Stock Incentive Plan. The following portions of these options vest annually in equal installments over five years based on continued service: Mr. Thomas 23,840; Mr. Biehl, 7,152; and Mr. Lovett, 2,384. The following portions of these options vest based on performance, measured by reference to First Reserve’s net return on its investment in us: Mr. Thomas, 43,707; Mr. Biehl, 13,112; and Mr. Lovett, 4,371.
(5)	Represents amounts contributed by us to the listed person’s personal account under the Chart Industries, Inc. 401(k) Investment and Savings Plan.
(6)	On February 26, 2004, Mr. Thomas purchased from us 28,797 shares of common stock at a price of $13.89 per share. The amount listed as “Other Annual Compensation” for Mr. Thomas for 2004 is equal to the product of the total number of shares purchased and the difference between the price paid to us and the closing price of $29.00 per share of Reorganized Company common stock in the over-the-counter-market on February 26, 2004.
(7)	These options were granted on March 19, 2004 pursuant to the terms of our 2004 Stock Option and Incentive Plan. A portion of these options were cancelled in the Acquisition in exchange for the payments describe in footnote (3) above. The balance of these options remain outstanding and were adjusted in connection with the Acquisition to represent rollover options to acquire our common stock after the Acquisition at an exercise price of $16.19 per share, as follows: Mr. Thomas, 94,599; Mr. Biehl, 5,297;

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	and Mr. Lovett, 5,221. All of these rollover options held by Messrs. Thomas, Biehl and Lovett are currently exercisable.

(8)

Of the amounts listed for 2004, $307,500 and $252,450 represent year-end cash bonuses paid to Mr. Biehl and Mr. Lovett, respectively, for our 2004 fiscal year. The balance of the amounts listed for 2004, $66,667 for Mr. Biehl and $55,000 for Mr. Lovett, represent retention incentives that were paid in March 2004 in lieu of any other cash bonuses for 2003. These retention incentives were paid under retention agreements entered into in 2003 with Mr. Biehl and Mr. Lovett, which required these officers to remain employed with the company through February 29, 2004 as a condition to payment.

	Stock Options

			Individual Grants
							Percent of												Potential Realizable Value
			Number of				Total												at Assumed Annual Rates
			Securities				Options												of Stock Price
			Underlying				Granted to				Exercise								Appreciation for Option
			Options				Employees				or Base								Term
			Granted				in Fiscal				Price				Expiration
Name			(#)				Year				($/Sh)				Date				5% ($)				10% ($)
Samuel F. Thomas				67,547	(1)			31.0	%		$	64.75				11/23/15	(2)		$	2,750,514	(3)		$	6,970,175	(3)
	Chief Executive Officer and President
Michael F. Biehl				20,264	(1)			9.3	%		$	64.75				11/23/15	(2)		$	825,150	(3)		$	2,091,042	(3)
	Executive Vice President, Chief Financial Officer and Treasurer
Charles R. Lovett				6,755	(1)			3.1	%		$	64.75				11/23/15	(2)		$	275,064	(3)		$	697,048	(3)
	Vice President — Manufacturing

(1)	These options were granted on November 23, 2005 at an exercise price of $64.75 pursuant to the terms of our 2005 Stock Incentive Plan. The following portions of these options vest annually in equal installments over five years based on continued service: Mr. Thomas, 23,840; Mr. Biehl, 7,152; and Mr. Lovett, 2,384. The following portions of these options vest based on performance, measured by reference to First Reserve’s net return on its investment in us: Mr. Thomas, 43,707; Mr. Biehl, 13,112; and Mr. Lovett, 4,371. See “—2005 Stock Incentive Plan.”
(2)	The portion of these options that vests based on performance, as described in footnote (1), may terminate earlier than this date to the extent the performance measure is not satisfied at such time that First Reserve may cease to have any ownership interest in us.
(3)	The potential realized values are net of exercise price but do not take into account the payment of taxes associated with exercise. The amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term based on assumed annual rates of compound share price appreciation from the date of this prospectus of 5% and 10% based on $64.75 per share, the fair market value on the date of grant. The 5% and 10% assumed annual rates of compounded share price appreciation are mandated by rules of the SEC and do not represent our estimate or projection of our future common share prices. Actual gains, if any, on stock option exercises are dependent on the future performance of our common shares and overall stock market conditions and the option holders’ continued service with us.

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	Exercise of Options

Number of Securities

Underlying Unexercised

Value of Unexercised

Shares

Options at

In-the-Money Options at

Acquired on

Value

Fiscal Year-End (#)

Fiscal Year-End ($)(1)

Name

Exercise (#)

Realized($)

Exercisable/Unexercisable

Exercisable/Unexercisable

Samuel F. Thomas

—

—

94,599/67,547

$    /$

Chief Executive Officer and President

Michael F. Biehl

—

—

5,297/20,264

$    /$

Executive Vice President, Chief Financial Officer and Treasurer

Charles R. Lovett

—

—

4,350/7,626

$    /$

Vice President —Manufacturing

(1)	There was no public trading market for our common stock as of December 31, 2005. The value of unexercised in-the-money options is based on the assumed initial public offering price of $          per share.

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	Samuel F. Thomas

	Michael F. Biehl

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	Matthew J. Klaben

	Charles R. Lovett

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	•	each person who is known by us to own beneficially more than 5% of our common stock;
	•	each member of our board of directors and each of our named executive officers; and
	•	all members of our board of directors and our executive officers as a group.

Shares Beneficially Owned Immediately

After this Offering

Shares Beneficially

Assuming the

Assuming the

Owned Immediately

Underwriters’ Option

Underwriters’ Option

Prior to this Offering

is Not Exercised(1)

is Exercised in Full

Percent of

Percent of

Percent of

Name of Beneficial Holder

Number

Common

Number

Common

Number

Common

First Reserve Fund X, L.P(2)

2,291,923

100%

Samuel F. Thomas(3)

94,599

5.2%

Michael F. Biehl(4)

5,297

*

Matthew J. Klaben

0

*

James H. Hoppel, Jr.

0

*

Charles R. Lovett(5)

5,221

*

Ben A. Guill(6)

0

*

Kenneth W. Moore(6)

0

*

Timothy H. Day(6)

0

*

All directors and officers as a group (8 persons)(7)

105,117

5.8%

(1)	We will grant the underwriters an option to purchase up to an additional shares in this offering. Immediately prior to the consummation of this offering, we will declare a stock dividend, the terms of which will require that shortly after the expiration of the underwriters’ over-allotment option (assuming the option is not exercised in full) we issue to our existing stockholders the number of shares equal to (x) the number of additional shares the underwriters have an option to purchase minus (y) the actual number of shares the underwriters purchase from us pursuant to that option.
(2)	100% of our common stock is owned by FR X Chart Holdings LLC, which in turn is 100% owned and managed by First Reserve Fund X, L.P. (“Fund X”). First Reserve GP X, L.P. (“GP X”) is the general partner of Fund X. First Reserve GP X, Inc. (“GP X, Inc.”) is the general partner of GP X. First Reserve Corporation is the advisor to Fund X. The address of FR X Chart Holdings LLC, Fund X, GP X, GP X, Inc. and First Reserve Corporation is c/o First Reserve Corporation, One Lafayette Place, Greenwich, Connecticut 06830. First Reserve’s beneficial ownership consists of 1,718,896 shares of our common stock and a warrant exercisable to acquire 573,027 shares of our common stock.
(3)	Mr. Thomas’ beneficial ownership consists of 94,599 shares subject to exercisable stock options.
(4)	Mr. Biehl’s beneficial ownership consists of 5,297 shares subject to exercisable stock options.

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(5)	Mr. Lovett’s beneficial ownership consists of 5,221 shares subject to exercisable stock options.
(6)	Mr. Guill is the President, a Managing Director and a member of the board of directors of First Reserve Corporation and GP X, Inc. Mr. Moore is a Managing Director of First Reserve Corporation and GP X, Inc. Mr. Day is a Director of First Reserve Corporation and GP X, Inc. Mr. Guill, Mr. Moore and Mr. Day all disclaim beneficial ownership of any shares of the issuer’s equity securities owned by such entities or their affiliates (including First Reserve Fund X, L.P.).
(7)	Consists of 105,117 shares subject to exercisable stock options.
*	Less than 1%.

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	Overview

	•	a $180.0 million term loan facility; and
	•	a $60.0 million revolving credit facility.

	Interest Rate and Fees

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	Prepayments

	•	beginning in the year ending December 31, 2006, 75% (which percentage will be reduced to 50% if our leverage ratio is equal to or less than 4.75 and greater than 3.75 to 1.00, and to 25% if our leverage ratio is equal to or less than 3.75 to 1.00 and greater than 2.75 to 1.00, and to 0% if our leverage ratio is equal to or less than 2.75 to 1.00) of our annual excess cash flow;
	•	100% of the net cash proceeds in excess of an amount to be determined from non-ordinary course asset sales and casualty and condemnation events, if we do not reinvest or contract to reinvest those proceeds within 12 months and use such proceeds within 18 months of receipt, subject to certain limitations;
	•	100% of the net cash proceeds of any incurrence of debt, other than certain debt permitted under the senior secured credit facility; and
	•	100% of amounts in excess of an aggregate amount of $5.0 million in respect of certain claims arising out of the Acquisition, subject to certain exceptions.

	Amortization

	Guarantee and Security

	•	subject to certain exceptions, a pledge of 100% of our capital stock and the capital stock of each direct and indirect domestic subsidiary owned by us or a Domestic Guarantor (other than subsidiaries substantially all of whose assets consist of stock in controlled foreign corporations) and 65% of the capital stock of each first tier foreign subsidiary owned by us or a Domestic Guarantor and of each first tier domestic subsidiary owned by us or a Domestic Guarantor substantially all of whose assets consist of stock in controlled foreign corporations; and
	•	subject to certain exceptions, a security interest in substantially all of the tangible and intangible assets owned by us and each Domestic Guarantor.

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	Certain Covenants and Events of Default

	•	sell assets;
	•	incur additional indebtedness;
	•	prepay, redeem or repurchase other indebtedness (including the notes);
	•	pay dividends and distributions or repurchase capital stock;
	•	create liens on assets;
	•	make investments, loans or advances;
	•	make capital expenditures;
	•	make certain acquisitions;
	•	engage in mergers or consolidations;
	•	engage in certain transactions with affiliates;
	•	amend certain material agreements governing indebtedness (including the notes);
	•	change the business conducted by us and our subsidiaries;
	•	enter into agreements that restrict dividends from subsidiaries;
	•	enter into sale and lease-back transactions; and
	•	enter into swap agreements.

	•	a maximum consolidated net leverage ratio; and
	•	a minimum interest coverage ratio.

	General

	Guarantees

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	Ranking

	Optional Redemption

	(1) at least 65% of the aggregate principal amount of notes issued under the indenture (excluding notes held by us and our subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
	(2) the redemption occurs within 180 days of the date of the closing of such equity offering.

Year		Percentage
2010			104.563%
2011			103.042%
2012			101.521%
2013 and thereafter			100.000%

	Change of Control

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	Covenants

	•	incur additional debt or issue certain preferred shares;
	•	pay dividends on or make distributions in respect of our or any of our restricted subsidiaries’ capital stock or make other restricted payments;
	•	make certain investments;
	•	sell certain assets;
	•	create liens on certain debt without securing the notes;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
	•	enter into certain transactions with our affiliates; and
	•	designate our subsidiaries as unrestricted subsidiaries.

	Events of Default

	Exchange Offer

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	Common Stock

	Preferred Stock

	•	the designation of the series;
	•	the number of shares of the series, which our board may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
	•	whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
	•	the dates at which dividends, if any, will be payable;
	•	the redemption rights and price or prices, if any, for shares of the series;

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	•	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
	•	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company, or upon any distribution of assets of our company;
	•	whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
	•	restrictions on the issuance of shares of the same series or of any other class or series;
	•	the voting rights, if any, of the holders of the series; and
	•	such other rights, powers and preferences with respect to the series as our board of directors may deem advisable.

	Removal of Directors; Vacancies

	No Cumulative Voting

	Calling of Special Meetings of Stockholders

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	Stockholder Action by Written Consent

	Advance Notice Requirements for Stockholder Proposals and Director Nominations

	Supermajority Provisions

	•	the removal of directors;
	•	the limitation of stockholder action by written consent;
	•	the ability to call a special meeting of stockholders being vested solely in our board of directors and any committee of the board of directors which has been designated by our board of directors;
	•	the advance notice requirements for stockholder proposals and director nominations; and
	•	the amendment provision requiring that the above provisions be amended only with a 75% supermajority vote.

	Limitations on Liability and Indemnification of Officers and Directors

	•	for breach of duty of loyalty;
	•	for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
	•	under Section 174 of the DGCL (unlawful dividends); or
	•	for transactions from which the director derived improper personal benefit.

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	Delaware Anti-takeover Statute

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Number of Shares		Date
		After     days from the date of this prospectus (subject to volume limitations and other conditions under Rule 144 and to the lock-up agreements described below)

	•	1% of the then-outstanding shares of common stock; and
	•	the average weekly reported volume of trading in the common stock on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of sale is filed, subject to restrictions.

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	•	an individual citizen or resident of the United States;
	•	a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•	an estate the income of which is subject to United States federal income taxation regardless of its source; or
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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	•	the gain is effectively connected with a trade or business of the non-U.S.  holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment (or, for an individual, a fixed base) of the non-U.S. holder);
	•	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other conditions are met; or
	•	we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition and the non-U.S. holder’s holding period for our common stock.

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Underwriters			Number of Shares
Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
UBS Securities LLC
	Total

Paid by Chart Industries, Inc.		No Exercise				Full Exercise
Per Share
Total

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	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or file any registration statement under the Securities Act of 1933 (other than a registration statement on Form S-8) with respect to the foregoing; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;

	•	the sale of shares to the underwriters pursuant to the underwriting agreement;
	•	the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
	•	grants, issuances, or exercises under our existing employee benefits plans;
	•	the issuance of common stock in connection with the acquisition of, or joint venture with, another company, provided that the recipient agrees to be bound by the restrictions described in the previous paragraph;
	•	transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;
	•	transfers by any person other than us of shares of common stock or any security convertible, exchangeable for or exercisable into common stock as a bona fide gift or gifts as a result of operation of law or testate or in testate succession, provided that such transferee agrees to be bound by the restrictions described in the previous paragraph;
	•	transfers by any person other than us to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held, directly, or indirectly by such person, provided that such transferee agrees to be bound by the restrictions described in the previous paragraph; or
	•	distributions by any person other than us of shares of common stock or any security convertible, exchangeable for or exercisable into common stock to limited partners or stockholders of such person, provided that such distributee agrees to be bound by the restrictions described in the previous paragraph.

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Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2005 and 2004		F-3
Consolidated Statements of Operations for the Period from October 17, 2005 to December 31, 2005, the Period from January 1, 2005 to October 16, 2005, the Year Ended December 31, 2004, the Three Months Ended December 31, 2003 and the Nine Months Ended September 30, 2003		F-4
Consolidated Statements of Shareholders’ Equity (Deficit)		F-5
Consolidated Statements of Cash Flows for the Period from October 17, 2005 to December 31, 2005, the Period from January 1, 2005 to October 16, 2005, the Year Ended December 31, 2004, the Three Months Ended December 31, 2003 and the Nine Months Ended September 30, 2003		F-8
Notes to Consolidated Financial Statements		F-9

F-1

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	/s/ ERNST & YOUNG LLP

F-2

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				Successor				Reorganized
				Company				Company
				December 31,				December 31,
				2005				2004
ASSETS
Current Assets
	Cash and cash equivalents			$	15,433			$	14,814
	Accounts receivable, net				62,463				45,744
	Inventories, net				53,132				47,777
	Unbilled contract revenue				23,813				10,528
	Prepaid expenses				3,037				2,119
	Other current assets				12,102				14,840
	Assets held for sale				3,084				3,567
Total Current Assets					173,064				139,389
Property, plant and equipment, net					64,265				41,993
Goodwill					236,742				75,110
Identifiable intangible assets, net					154,063				48,472
Other assets, net					13,672				2,116
TOTAL ASSETS				$	641,806			$	307,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accounts payable			$	34,435			$	26,789
	Customer advances and billings in excess of contract revenue				26,741				15,181
	Accrued salaries, wages and benefits				19,797				16,148
	Warranty reserve				3,598				2,812
	Other current liabilities				17,606				12,353
	Short-term debt				2,304				3,005
Total Current Liabilities					104,481				76,288
Long-term debt					345,000				76,406
Long-term deferred tax liability, net					56,038				12,939
Other long-term liabilities					19,957				25,807
Shareholders’ Equity
	Common stock of Successor and Reorganized Company, par value $.01 per share — 9,500,000 shares authorized, 1,718,896 and 5,358,183 shares issued and outstanding at December 31, 2005 and 2004, respectively				17				54
		Additional paid-in capital			117,367				90,652
		Retained (deficit) earnings			(506	)			22,631
		Accumulated other comprehensive (loss) income			(548	)			2,303
					116,330				115,640
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	641,806			$	307,080

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			Successor																		Predecessor
			Company					Reorganized Company													Company
			October 17,					January 1,				Year				Three Months					Nine Months
			2005 to					2005 to				Ended				Ended					Ended
			December 31,					October 16,				December 31,				December 31,					September 30,
			2005					2005				2004				2003					2003
Sales			$	97,652				$	305,497			$	305,576			$	68,570				$	197,017
Cost of sales				75,733					217,284				211,770				52,509					141,240
Gross profit				21,919					88,213				93,806				16,061					55,777
Selling, general and administrative expense				16,632					59,826				53,374				14,147					44,211
Transaction expense				—					6,602				—				—					—
Employee separation and plant closure costs				139					1,057				3,169				1,010					882
Loss on insolvent subsidiary				—					—				—				—					13,682
Equity expense in joint venture				—					—				51				41					—
				16,771					67,485				56,594				15,198					58,775
Operating income (loss)				5,148					20,728				37,212				863					(2,998	)
Other income (expense) (Loss) gain on sale of assets				(78	)				131				(133	)			57					4,753
	Interest expense, net			(5,565	)				(4,192	)			(4,760	)			(1,390	)				(9,911	)
	Financing costs amortization			(308	)				—				—				—					(1,653	)
	Derivative contracts valuation income (expense)			9					28				48				46					(389	)
	Foreign currency gain (loss)			(101	)				(659	)			465				350					(287	)
	Reorganization items, net			—					—				—				—					5,677
				(6,043	)				(4,692	)			(4,380	)			(937	)				(1,810	)
(Loss) income from continuing operations before income taxes and minority interest				(895	)				16,036				32,832				(74	)				(4,808	)
Income tax (benefit) expense
	Current			1,902					9,420				8,031				(751	)				(1,953	)
	Deferred			(2,343	)				(2,261	)			2,103				626					5,000
				(441	)				7,159				10,134				(125	)				3,047
(Loss) income from continuing operations before minority interest				(454	)				8,877				22,698				51					(7,855	)
Minority interest, net of taxes				(52	)				(19	)			(98	)			(20	)				(63	)
(Loss) income from continuing operations				(506	)				8,858				22,600				31					(7,918	)
Income from discontinued operation, net of tax				—					—				—				—					833
Net (loss) income			$	(506	)			$	8,858			$	22,600			$	31				$	(7,085	)

F-4

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				Common Stock
																				Accumulated								Total
												Additional				Retained				Other								Shareholder’s
				Shares								Paid-In				Earnings				Comprehensive				Treasury				Equity
				Outstanding				Amount				Capital				(Deficit)				(Loss) Income				Stock				(Deficit)
Balance at January 1, 2003, Predecessor Company					25,554			$	257			$	45,792			$	(116,086	)		$	(10,799	)		$	(781	)		$	(81,617	)
	Net (loss)				—				—				—				(7,085	)			—				—				(7,085	)
	Other comprehensive income:
		Foreign currency translation adjustment			—				—				—				—				7,532				—				7,532
	Comprehensive income																												447
	Contribution of stock to employee benefit plans				944				9				328												6				343
	Issuance of warrants to lenders				—				—				430				—				—				—				430
	Treasury stock acquisitions				(232	)			—				—				—				—				(111	)			(111	)
	Other				—				—				—				(9	)			—				—				(9	)
Balance at September 30, 2003, Predecessor Company					26,266			$	266			$	46,550			$	(123,180	)		$	(3,267	)		$	(886	)		$	(80,517	)

F-5

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				Common Stock
																				Accumulated								Total
												Additional				Retained				Other								Shareholder’s
				Shares								Paid-In				Earnings				Comprehensive				Treasury				Equity
				Outstanding				Amount				Capital				(Deficit)				(Loss) Income				Stock				(Deficit)
Balance at September 30, 2003, (Date of Reorganization)					—			$	—			$	—			$	—			$	—			$	—			$	—
	Issuance of new common shares				5,325				53				89,812				—				—				—				89,865
	Net income				—				—				—				31				—				—				31
		Other comprehensive income (loss):
		Foreign currency translation adjustment			—				—				—				—				914				—				914
		Minimum pension liability adjustment			—				—				—				—				(3	)			—				(3	)
	Comprehensive income																												942
Balance at December 31, 2003, Reorganized Company					5,325				53				89,812				31				911				—				90,807
	Net income				—				—				—				22,600				—				—				22,600
	Other comprehensive income (loss):
		Foreign currency translation adjustment			—				—				—				—				2,635				—				2,635
		Minimum pension liability adjustment, net of taxes			—				—				—				—				(1,243	)			—				(1,243	)
	Comprehensive income																												23,992
Issuance of common shares					33				1				840				—				—				—				841
Balance at December 31, 2004, Reorganized Company					5,358				54				90,652				22,631				2,303				—				115,640
	Net income				—				—				—				8,858				—				—				8,858
	Other comprehensive income (loss):
		Foreign currency translation adjustment			—				—				—				—				(2,240	)			—				(2,240	)
	Comprehensive income																												6,618
Stock option pay-out adjustment, net of tax					—				—				(2,628	)			—				—				—				(2,628	)
Issuance of common shares					51				—				1,691				—				—				—				1,691
Balance at October 16, 2005, Reorganized Company					5,409			$	54			$	89,715			$	31,489			$	63			$	—			$	121,321

F-6

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				Common Stock																Accumulated
												Additional								Other				Total
				Shares								Paid-in				Retained				Comprehensive				Shareholder
				Outstanding				Amount				Capital				(Deficit)				(Loss)				Equity
Balance at October 17, 2005 (Date of Acquisition)					—			$	—			$	—			$	—			$	—			$	—
	Equity contributions:
		Cash investment			1,719				17				111,281				—				—				111,298
		Rollover of Reorganized Company vested stock options			—				—				5,947				—				—				5,947
	Net loss				—				—				—				(506	)			—				(506	)
	Other comprehensive income (loss):
		Foreign currency translation adjustment			—				—				—				—				(286	)			(286	)
		Minimum pension liability adjustment, net of taxes			—				—				—				—				(262	)			(262	)
		Comprehensive (loss)			—				—				—				—				—				(1,054	)
	Compensation expense recognized for employee stock options				—				—				139				—				—				139
Balance at December 31, 2005, Successor Company					1,719			$	17			$	117,367			$	(506	)		$	(548	)		$	116,330

F-7

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			Successor																		Predecessor
			Company					Reorganized Company													Company
																Three
			October 17,					January 1,				Year				Months					Nine Months
			2005 to					2005 to				Ended				Ended					Ended
			December 31,					October 16,				December 31,				December 31,					September 30,
			2005					2005				2004				2003					2003
OPERATING ACTIVITIES
Net (loss) income			$	(506	)			$	8,858			$	22,600			$	31				$	(7,085	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
	Income from discontinued operations, net of taxes			—					—				—				—					(833	)
	Inventory purchase accounting charge			8,903					—				—				5,368					—
	Reorganization items, net			—					—				—				—					(5,677	)
	Reorganization value in excess of amounts allocable to identifiable assets			—					—				1,430				—					—
	Loss on insolvent subsidiary			—					—				—				—					13,682
	Financing costs amortization			308					—				—				—					1,653
	Employee stock and stock option related compensation expense			437					9,509				2,433
	Debt restructuring-related fees expensed			—					—				—				—					6,046
	Employee separation and plant closure costs			—					—				177				—					456
	Loss (gain) on sale of assets			78					(131	)			133				(57	)				(4,753	)
	Purchased in-process research and development charge			—					2,768				—				—					—
	Depreciation and amortization			4,088					6,808				8,490				2,225					7,607
	Equity loss (income) from joint venture			—					—				51				41
	Foreign currency transaction (gain) loss			101					659				(465	)			(350	)				287
	Minority interest			95					29				198				34					105
	Deferred income tax expense (benefit)			(2,343	)				(2,261	)			2,103				626					5,000
	Contribution of stock to employee benefit plans			—					—				—				—					343
Changes in assets and liabilities, net of effects from Acquisition:
	Accounts receivable			(8,267	)				(8,611	)			(4,661	)			(3,027	)				2,486
	Inventory			2,812					(6,463	)			(11,566	)			2,603					6,574
	Unbilled contract revenues and other current assets			2,687					(11,039	)			2,903				(853	)				(1,304	)
	Accounts payable and other current liabilities			6,424					6,634				4,602				(1,838	)				(1,527	)
	Deferred income taxes			779					731				—				—					—
	Customer advances and billings in excess of contract revenue			3,146					8,150				6,631				185					(3,594	)
	Net Cash Provided By Operating Activities			18,742					15,641				35,059				4,988					19,466
INVESTING ACTIVITIES
	Capital expenditures			(5,601	)				(11,038	)			(9,379	)			(518	)				(1,907	)
	Dividends received from joint venture			—					—				—				—					790
	Proceeds from sale of assets			—					2,220				6,057				—					16,075
	Acquisition of business			—					(12,147	)			—				—					—
	Payments to Reorganized Company shareholders for Transaction			(356,649	)				—				—				—					—
	Other investing activities			—					166				5				672					143
	Net Cash (Used In) Provided By Investing Activities			(362,250	)				(20,799	)			(3,317	)			154					15,101
FINANCING ACTIVITIES
	Proceeds from long-term debt			350,000					—				—				—					—
	Borrowings on revolving credit facilities			2,605					18,901				1,742				4,151					20,359
	Payments on revolving credit facilities			(4,790	)				(15,916	)			(1,742	)			(6,775	)				(21,614	)
	Principal payments on long-term debt			(81,457	)				(2,968	)			(33,148	)			(10,840	)				(1,199	)
	Proceeds from equity contribution			111,298					—				—				—					—
	Payment of financing costs			(11,558	)				—				—				—					—
	Payment of exercised stock options			(15,756	)				—				—				—					—
	Payment of Acquisition costs			(1,853	)				—				—				—					—
	Debt restructuring-related fees paid			—					—				(1,882	)			—					(12,583	)
	Payments on interest rate collars			—					—				(805	)			(512	)				(759	)
	Proceeds from sale of stock			—					1,691				400				—					—
	Purchases of treasury stock			—					—				—				—					(111	)
	Other financing activities			—					—				(309	)			—					—
	Net Cash Provided By (Used In) Financing Activities			348,489					1,708				(35,744	)			(13,976	)				(15,907	)
Cash Flow provided by (used in) continuing operations				4,981					(3,450	)			(4,002	)			(8,834	)				18,660
Cash flow provided by discontinued operation				—					—				—				—					1,592
Net increase (decrease) in cash and cash equivalents				4,981					(3,450	)			(4,002	)			(8,834	)				20,252
Effect of exchange rate changes on cash				(1,018	)				106				216				(381	)				338
Cash and cash equivalents at beginning of period				11,470					14,814				18,600				27,815					7,225
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	15,433				$	11,470			$	14,814			$	18,600				$	27,815

F-8

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F-9

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Cash and cash equivalents		$	20,861
Accounts receivable, net			54,594
Inventories, net			65,005
Unbilled contract revenue			22,667
Prepaid expenses			3,544
Other current assets			5,396
Assets held for sale			3,084
Deferred income taxes, net			4,900
Total Current Assets			180,051
Property, plant and equipment			61,189
Goodwill			236,823
Identifiable intangible assets			157,162
Other assets			13,357
Total Assets		$	648,582

F-10

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Accounts payable		$	31,469
Customer advances and billings in excess of contract revenue			23,546
Accrued salaries, wages and benefits			16,069
Warranty reserve			3,439
Other current liabilities			25,620
Short-term debt			4,486
Total Current Liabilities			104,629
Long-term debt			350,000
Long-term deferred tax liability, net			56,978
Other non-current liabilities			18,392
Minority interest			1,337
Shareholder equity		$	117,246
Total Liabilities and Shareholder Equity		$	648,582

F-11

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F-12

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		Successor				Reorganized
		Company				Company
		December 31,				December 31,
		2005				2004
Raw materials and supplies		$	26,385			$	22,896
Work in process			13,003				16,918
Finished goods			13,744				7,963
		$	53,132			$	47,777

F-13

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				Successor				Reorganized
				Company				Company
				December 31,				December 31,
Classification		Estimated Useful Life		2005				2004
Land and buildings		20-35 years (buildings)		$	34,450			$	24,264
Machinery and equipment		3-12 years			19,750				21,917
Computer equipment, furniture and fixtures		3-7 years			2,383				2,823
Construction in process					8,244				2,476
					64,827				51,480
Less accumulated depreciation					(562	)			(9,487	)
Total property, plant and equipment, net				$	64,265			$	41,993

F-14

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							Successor Company												Reorganized Company
							December 31, 2005												December 31, 2004
			Weighted												Weighted
			Average				Gross								Average				Gross
			Estimated				Carrying				Accumulated				Estimated				Carrying				Accumulated
			Useful Life				Amount				Amortization				Useful Life				Amount				Amortization
Finite-lived assets
	Unpatented technology			9 years			$	9,400			$	(235	)			9 years			$	3,305			$	(450	)
	Patents			10 years				8,138				(298	)			11 years				4,269				(566	)
	Product names			20 years				940				(10	)			—				—				—
	Backlog			14 months				5,440				(1,110	)			—				—				—
	Non-compete agreements			3 years				1,344				(280	)			—				—				—
	Licenses and certificates			18 months				48				(20	)			—				—				—
	Customer relations			13 years				96,906				(1,480	)			13 years				23,960				(2,495	)
							$	122,216			$	(3,433	)						$	31,534			$	(3,511	)
Indefinite-lived intangible assets:
	Goodwill						$	236,742											$	75,110
	Trademarks and trade names							35,280												20,449
							$	272,022											$	95,559

F-15

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		Successor				Reorganized
		Company				Company
		December 31,				December 31,
		2005				2004
USD		$	—			$	400
Euros			2,400				—
		$	2,400			$	400

			Successor																Predecessor
			Company				Reorganized Company												Company
			October 17,				January 1,								Three				Nine
			2005				2005				Year				Months				Months
			to				to				Ended				Ended				Ended
			December 31,				October 16,				December 31,				December 31,				September 30,
			2005				2005				2004				2003				2003
Balance at beginning of period			$	3,439			$	2,812			$	3,208			$	3,803			$	4,032
	Warranty expense			515				2,206				1,522				89				1,214
	Warranty usage			(356	)			(1,579	)			(1,918	)			(684	)			(1,443	)
Balance at end of period			$	3,598			$	3,439			$	2,812			$	3,208			$	3,803

F-16

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Table of Contents

		Successor				Reorganized
		Company				Company
		December 31,				December 31,
		2005				2004
Foreign currency translation adjustments		$	(286	)		$	3,549
Minimum pension liability adjustments net of taxes of $162 and $671 at December 31, 2005 and 2004, respectively			(262	)			(1,246	)
		$	(548	)		$	2,303

F-17

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Table of Contents

F-18

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Table of Contents

F-19

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Table of Contents

			Successor				Reorganized
			Company				Company
			December 31,				December 31,
			2005				2004
Other current assets:
	Deposits		$	306			$	425
	Investment in leases			133				133
	Deferred income taxes			6,429				7,125
	Other receivables			5,234				7,157
			$	12,102			$	14,840
Other assets net:
	Deferred financing costs		$	11,749			$	—
	Investment in leases			64				185
	Cash value life insurance			1,265				1,719
	Unearned compensation			159				—
	Other			435				212
			$	13,672			$	2,116
Other current liabilities:
	Accrued interest		$	4,599			$	324
	Accrued income taxes			—				2,636
	Accrued other taxes			1,948				936
	Accrued rebates			3,152				2,734
	Accrued employee separation and plant closure costs			2,007				2,763
	Accrued other			5,900				2,960
			$	17,606			$	12,353
Other long-term liabilities:
	Accrued environmental		$	6,608			$	6,460
	Accrued pension cost			7,233				11,106
	Minority interest			1,103				1,213
	Accrued contingencies and other			5,013				7,028
			$	19,957			$	25,807

F-20

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Table of Contents

		Successor				Reorganized
		Company				Company
		December 31,				December 31,
		2005				2004
Senior term loan, due October 2012 and September 2009, respectively, average interest rate of 6.62% and 5.62% at December 31, 2005 and 2004, respectively		$	175,000			$	78,395
Subordinated notes, due 2015, interest accrued at 9.125%			170,000				—
Industrial Development Revenue bonds, due August 2006, average interest rate of 6.33% at December 31, 2004			—				1,016
Revolving foreign credit facility and other short-term debt			2,304				—
Total debt			347,304				79,411
Less: current maturities			2,304				3,005
Long-term debt		$	345,000			$	76,406

F-21

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Table of Contents

Year		Amount
2006		$	—
2007			—
2008			720
2009			1,440
2010 and thereafter			342,840
		$	345,000

F-22

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Table of Contents

		October 17, 2005 to December 31, 2005 — Successor Company
						Distribution				Energy &
		Biomedical				& Storage				Chemicals				Corporate				Total
One-time employee termination costs		$	17			$	(120	)		$	78			$	86			$	61
Other associated costs			2				102				(26	)			—				78
Employee separation and plant closure costs			19				(18	)			52				86				139
Inventory valuation in cost of sales			149				—				—				(34	)			115
			168				(18	)			52				52				254
Reserve usage			(33	)			(97	)			(48	)			(57	)			(235	)
Change in reserve			135				(115	)			4				(5	)			19
Reserves as of October 16, 2005			104				305				1,553				5				1,967
Reserve as of December 31, 2005		$	239			$	190			$	1,557			$	—			$	1,986

F-23

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Table of Contents

		January 1, 2005 to October 16, 2005— Reorganized Company
						Distribution				Energy &
		Biomedical				& Storage				Chemicals				Corporate				Total
One-time employee termination costs		$	—			$	41			$	—			$	(159	)		$	(118	)
Other associated costs			540				465				129				41				1,175
Employee separation and plant closure costs			540				506				129				(118	)			1,057
Inventory valuation in cost of sales			643				—				—				—				643
			1,183				506				129				(118	)			1,700
Reserve usage			(1,451	)			(542	)			(133	)			(370	)			(2,496	)
Change in reserve			(268	)			(36	)			(4	)			(488	)			(796	)
Reserves as of January 1, 2005			372				341				1,557				493				2,763
Reserve as of October 16, 2005		$	104			$	305			$	1,553			$	5			$	1,967

		Year Ended December 31, 2004— Reorganized Company
						Distribution				Energy &
		Biomedical				& Storage				Chemical				Corporate				Total
One-time employee termination costs		$	381			$	215			$	303			$	398			$	1,297
Contract termination costs			—				317				29				—				346
Other associated costs			406				726				412				(18	)			1,526
Employee separation and plant closure costs			787				1,258				744				380				3,169
Inventory valuation in costs of sales			97				80				—				—				177
			884				1,338				744				380				3,346
Reserve usage			(512	)			(1,530	)			(1,369	)			(562	)			(3,973	)
Change in reserve			372				(192	)			(625	)			(182	)			(627	)
Reserves as of January 1, 2004			—				533				2,182				675				3,390
Reserve as of December 31, 2004		$	372			$	341			$	1,557			$	493			$	2,763

		Three Months Ended December 31, 2003— Reorganized Company
						Distribution				Energy &
		Biomedical				& Storage				Chemical				Corporate				Total
One-time employee termination costs		$	139			$	633			$	28			$	19			$	819
Other associated costs			9				—				113				69				191
Employee separation and plant closure costs			148				633				141				88				1,010
Reserve usage			(165	)			(721	)			(307	)			48				(1,145	)
Change in reserve			(17	)			(88	)			(166	)			136				(135	)
Reserves as of October 1, 2003			17				621				2,348				539				3,525
Reserve as of December 31, 2003		$	—			$	533			$	2,182			$	675			$	3,390

F-24

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Table of Contents

		Nine Months Ended September 30, 2003 — Predecessor Company
						Distribution				Energy &
		Biomedical				& Storage				Chemicals				Corporate				Total
One-time employee termination costs		$	42			$	350			$	754			$	384			$	1,530
Contract termination costs			47				(1,604	)			756				97				(704	)
Other associated costs			10				8				30				8				56
Employee separation and plant closure costs			99				(1,246	)			1,540				489				882
Inventory valuation in cost of sales			16				440				—				—				456
			115				(806	)			1,540				489				1,338
Write-off due to CHEL insolvency			—				—				(2,976	)			—				(2,976	)
Reserve usage			(328	)			(1,665	)			(1,182	)			(477	)			(3,652	)
Change in reserve			(213	)			(2,471	)			(2,618	)			12				(5,290	)
Reserves as of January 1, 2003			230				3,092				4,966				527				8,815
Reserve as of September 30, 2003		$	17			$	621			$	2,348			$	539			$	3,525

F-25

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Table of Contents

Accounts receivable		$	2,413
Intercompany receivables			3,904
Property, plant and equipment, net			2,939
Other current assets			1,168
Accounts payable			(1,323	)
Accrued and other current liabilities			(1,302	)
Cumulative translation adjustment			3,268
Minimum pension liability			2,615
		$	13,682

			Successor				Reorganized
			Company				Company
			December 31,				December 31,
			2005				2004
Deferred tax assets:
	Accruals and reserves		$	7,665			$	7,872
	Pensions			2,699				3,787
	Inventory			1,288				1,499
	Other — net			3,370				5,163
	Total deferred tax assets		$	15,022			$	18,321
Deferred tax liabilities:
	Property, plant and equipment		$	5,795			$	6,218
	Intangibles			58,836				16,185
	Total deferred tax liabilities		$	64,631			$	22,403
Net deferred tax (liabilities) asset			$	(49,609	)		$	(5,814	)

F-26

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Table of Contents

		Successor				Reorganized Company												Predecessor
		Company																Company
														Three
		October 17,				January 1,								Months				Nine Months
		2005 to				2005 to				Year Ended				Ended				Ended
		December 31,				October 16,				December 31,				December 31,				September 30,
		2005				2005				2004				2003				2003
United States		$	(1,425	)		$	10,718			$	25,566			$	1,749			$	(9,997	)
Foreign			530				5,319				7,266				(1,823	)			5,189
		$	(895	)		$	16,037			$	32,832			$	(74	)		$	(4,808	)

			Successor				Reorganized Company												Predecessor
			Company																Company
															Three
			October 17,				January 1,								Months				Nine Months
			2005 to				2005 to				Year Ended				Ended				Ended
			December 31,				October 16,				December 31,				December 31,				September 30,
			2005				2005				2004				2003				2003
Current:
	Federal		$	1,476			$	6,601			$	5,224			$	—			$	(4,016	)
	State			199				1,013				928				181				158
	Foreign			227				1,806				1,879				(932	)			1,905
				1,902				9,420				8,031				(751	)			(1,953	)
Deferred:
	Federal			(2,055	)			(1,793	)			1,692				537				6,639
	State			(185	)			(161	)			166				—				664
	Foreign			(103	)			(307	)			245				89				(2,303	)
				(2,343	)			(2,261	)			2,103				626				5,000
			$	(441	)		$	7,159			$	10,134			$	(125	)		$	3,047

F-27

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Table of Contents

		Successor				Reorganized Company												Predecessor
		Company																Company
														Three
		October 17,				January 1,								Months				Nine Months
		2005 to				2005 to				Year Ended				Ended				Ended
		December 31,				October 16,				December 31,				December 31,				September 30,
		2005				2005				2004				2003				2003
Income tax (benefit) expense at U.S. statutory rates		$	(313	)		$	5,691			$	11,491			$	(26	)		$	(1,391	)
State income taxes, net of federal tax benefit			129				659				612				118				102
Debt forgiveness income			—				—				—				—				(18,283	)
Credit on foreign taxes paid			(127	)			(408	)			—				—				—
Effective tax rate differential of earnings outside of U.S.			(71	)			(463	)			(488	)			(205	)			89
Federal tax benefit of foreign sales			(130	)			(648	)			(456	)			(88	)			(263	)
Non-deductible (taxable) items — goodwill and other items			71				1,203				(525	)			76				4,535
In-process research and development			—				969				—				—				—
Fresh-Start accounting adjustments and valuation allowance			—				—				—				—				22,274
Repatriation of foreign earnings							156
Resolved tax contingency			—				—				(500	)			—				(4,016	)
		$	(441	)		$	7,159			$	10,134			$	(125	)		$	3,047

F-28

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Table of Contents

		Successor				Reorganized Company												Predecessor
		Company																Company
														Three
		October 17,				January 1,								Months				Nine Months
		2005 to				2005 to				Year Ended				Ended				Ended
		December 31,				October 16,				December 31,				December 31,				September 30,
		2005				2005				2004				2003				2003
Service cost		$	53			$	205			$	887			$	269			$	851
Interest cost			410				1,559				2,056				534				1,515
Expected return on plan assets			(474	)			(1,807	)			(2,135	)			(472	)			(1,197	)
Amortization of net (gain) loss			—				(6	)			(48	)			—				431
Amortization of prior service cost			—				(141	)			—				—				83
Total pension (benefit) cost		$	(11	)		$	(190	)		$	760			$	331			$	1,683

F-29

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			Successor				Reorganized
			Company				Company
			December 31,				December 31,
			2005				2004
Change in projected benefit obligation:
January 1 projected benefit obligation			$	36,104			$	35,354
	Service cost			258				887
	Interest coat			1,969				2,056
	Benefits paid			(990	)			(943	)
	Plan Amendments			—				(2,015	)
	Actuarial losses and plan changes			63				765
December 31 projected benefit obligation			$	37,404			$	36,104
Change in plan assets:
Fair value at January 1			$	27,789			$	25,244
	Actual return			2,359				1,777
	Employer contributions			946				1,711
	Benefits paid			(990	)			(943	)
Fair value at December 31			$	30,104			$	27,789
Net amount recognized:
	Funded status of the plans		$	(7,300	)		$	(8,315	)
	Unrecognized actuarial loss (gain)			424				(874	)
Net pension liability recognized			$	(6,876	)		$	(9,189	)
Accrued benefit liability			$	(7,300	)		$	(11,106	)
Accumulated other comprehensive loss				424				1,917
Net pension liability recognized			$	(6,876	)		$	(9,189	)

F-30

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Table of Contents

			Successor																Predecessor
			Company				Reorganized Company												Company
															Three				Nine
			October 17,				January 1,								Months				Months
			2005 to				2005 to				Year Ended				Ended				Ended
			December 31,				October 16,				December 31,				December 31,				September 30,
			2005				2005				2004				2003				2003
United States Plans
	Discount rate			5.50	%			5.75	%			5.75	%			6.25	%			6.50	%
	Weighted average rate of increase in compensation			*				3.00	%			4.00	%			4.00	%			4.00	%
	Expected long-term weighted average rate of return on plan assets			8.25	%			8.25	%			8.25	%			8.25	%			8.25	%

*	No longer applicable as Plans were frozen and participants are no longer accruing benefits.

						Actual
						Successor				Reorganized
						Company				Company
		Target				2005				2004
Stocks			64	%			57	%			57	%
Fixed income funds			34	%			41	%			41	%
Cash and cash equivalents			2	%			2	%			2	%
Total			100	%			100	%			100	%

F-31

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Table of Contents

2006		$	1,176
2007			1,263
2008			1,327
2009			1,432
2010			1,578
		$	6,776

F-32

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F-33

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Table of Contents

		Successor Company								Reorganized Company
		December 31, 2005								December 31, 2004
						Weighted								Weighted
						Average								Average
		Number of				Exercise				Number of				Exercise
		Shares				Price				Shares				Price
Outstanding balance at beginning of period			—			$	—				—			$	—
Rollover			131,823				16.19				—				—
Granted			218,408				64.75				507,701				18.04
Expired or canceled			—				—				(28,000	)			13.89
Outstanding at end of period			350,231			$	46.47				479,701			$	18.28
Exercisable at end of year *			128,543			$	16.19				104,425
Weighted-average fair value of options granted during the year		$	37.03							$	—
Participants at end of year			32								34
Available for future grant at end of year			6,749								75,002

*	Remaining contractual term of 8 years and 3 months.

	Environmental

F-34

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Table of Contents

	Appraisal Rights

	CHEL

F-35

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Table of Contents

	Chapter 11 Reorganization

	Performance Under Contracts

	Legal Proceedings

F-36

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Table of Contents

		Successor Company
		October 17, 2005 to December 31, 2005
		Reportable Segments
		Energy and				Distribution
		Chemicals				and Storage				Biomedical				Corporate				Total
Revenues from external customers		$	34,135			$	47,832			$	15,685			$	—			$	97,652
Employee separation and plant closure costs (benefit)			52				(18	)			19				86				139
Depreciation and amortization expense			1,424				2,152				458				54				4,098
Operating income (loss)			5,092				4,025				714				(4,683	)			5,148
Total assets(B)(C)			177,915				341,644				93,929				28,318				641,806
Capital expenditures			877				3,338				1,255				131				5,601

		Reorganized Company
		January 1, 2005 to October 16, 2005
		Reportable Segments
		Energy and				Distribution
		Chemicals				and Storage				Biomedical				Corporate				Total
Revenues from external customers		$	86,920			$	161,329			$	57,248			$	—			$	305,497
Employee separation and plant closure costs (benefit)			129				506				540				(118	)			1,057
Depreciation and amortization expense			931				3,694				1,901				282				6,808
Operating income (loss)			13,818				27,020				9,093				(29,203	)			20,728
Total assets(B)(D)			85,203				151,404				99,001				7,499				343,107
Capital expenditures			2,817				5,878				1,490				853				11,038

		Reorganized Company
		Year Ended December 31, 2004
		Reportable Segments
		Energy and				Distribution
		Chemicals				and Storage				Biomedical				Corporate				Total
Revenues from external customers		$	69,609			$	162,508			$	73,459			$	—			$	305,576
Employee separation and plant closure costs			744				1,258				787				380				3,169
Depreciation and amortization expense			1,180				2,614				1,386				3,310				8,490
Equity expense in joint venture			(51	)			—				—				—				(51	)
Operating income (loss)			11,545				27,799				14,493				(16,625	)			37,212
Total assets(B)(D)			65,212				118,555				100,768				22,545				307,080
Capital expenditures			1,681				4,643				2,357				698				9,379

F-37

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		Reorganized Company
		Three Months Ended December 31, 2003
		Reportable Segments
		Energy and				Distribution
		Chemicals				and Storage				Biomedical				Corporate				Total
Revenues from external customers		$	15,699			$	37,863			$	15,008			$	—			$	68,570
Employee separation and plant closure costs			141				633				148				88				1,010
Depreciation and amortization expense			356				991				791				87				2,225
Equity expense in joint venture			(41	)			—				—				—				(41	)
Operating income (loss)(A)			3,298				3,797				2,694				(8,926	)			863
Total assets(B)(D)			62,558				105,508				105,127				26,444				299,637
Equity investment in joint venture			340				—				—				—				340
Capital expenditures			42				476				—				—				518

		Predecessor Company
		Nine Months Ended September 30, 2003
		Reportable Segments
		Energy and				Distribution
		Chemicals				and Storage				Biomedical				Corporate				Total
Revenues from external customers		$	42,910			$	102,469			$	51,638			$	—			$	197,017
Employee separation and plant closure costs (benefit)			1,540				(1,246	)			99				489				882
Depreciation and amortization expense			934				4,639				1,505				529				7,607
Loss on insolvent subsidiary			13,682				—				—				—				13,682
Operating income (loss)(A)			(8,694	)			8,005				12,381				(14,690	)			(2,998	)
Total assets(B)(D)			59,307				105,147				109,196				39,272				312,922
Equity investment in joint venture			381				—				—				—				381
Capital expenditures			138				1,573				196				—				1,907

(A)		Corporate operating loss for the nine months ended September 30, 2003 includes $6,046 of professional fees incurred by the Company related to its debt restructuring activities.
(B)		Corporate assets at December 31, 2005, October 16, 2005, December 31, 2004, December 31, 2003 and September 30, 2003 consist primarily of cash and cash equivalents and deferred income taxes.
(C)		Total assets at December 31, 2005 includes goodwill of $72,833, $128,653 and $35,256 for the Energy and Chemicals, Distribution and Storage, and Biomedical segments, respectively.
(D)		Total assets at October 16, 2005, December 31, 2004, December 31, 2003 and September 30, 2003 includes goodwill of $31,648, $2,787 and $40,675 for the Energy and Chemicals, Distribution and Storage, and Biomedical segments, respectively.

F-38

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Table of Contents

			Successor																Predecessor
			Company				Reorganized Company												Company
			October 17,				January 1,								Three				Nine
			2005				2005				Year				Months				Months
			to				to				Ended				Ended				Ended
			December 31,				October 16,				December 31,				December 31,				September 30,
			2005				2005				2004				2003				2003
Operating income (loss) from continuing operations			$	5,148			$	20,728			$	37,212			$	863			$	(2,998	)
Other income (expense):
	(Loss) gain on sale of assets			(78	)			131				(133	)			57				4,753
	Interest expense, net			(5,565	)			(4,192	)			(4,760	)			(1,390	)			(9,911	)
	Financing costs amortization			(308	)			—				—				—				(1,653	)
	Derivative contracts valuation income (expense)			9				28				48				46				(389	)
Foreign currency gain (loss)				(101	)			(659	)			465				350				(287	)
Reorganization items, net				—				—				—				—				5,677
(Loss) income from continuing operations before income taxes and minority interest			$	(895	)		$	16,036			$	32,832			$	(74	)		$	(4,808	)

F-39

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Table of Contents

			Successor																Predecessor
			Company				Reorganized Company												Company
			October 17,				January 1,								Three				Nine
			2005				2005				Year				Months				Months
			to				to				Ended				Ended				Ended
			December 31,				October 16,				December 31,				December 31,				September 30,
			2005				2005				2004				2003				2003
Product Revenue Information:
Energy and Chemicals Segment
	Heat exchangers		$	22,218			$	52,702			$	48,091			$	10,975			$	31,430
	Cold boxes and LNG VIP			11,917				34,218				21,518				4,724				11,480
				34,135				86,920				69,609				15,699				42,910
Distribution and Storage Segment
	Cryogenic bulk storage systems			22,626				70,180				73,118				17,950				43,248
	Cryogenic packaged gas systems and beverage liquid CO 2 systems			18,150				65,713				59,706				13,447				41,677
	Cryogenic systems and components			2,862				11,571				14,767				3,798				8,424
	Cryogenic services			4,194				13,865				14,917				2,668				9,120
				47,832				161,329				162,508				37,863				102,469
Biomedical Segment
	Medical products and biological storage systems			13,355				48,488				62,873				12,337				41,355
	MRI components and other			2,330			$	8,760				10,586				2,671				10,283
				15,685				57,248				73,459				15,008				51,638
Total Sales			$	97,652			$	305,497			$	305,576			$	68,570			$	197,017

		Successor Company																								Reorganized
										Predecessor Company																Company
		October 17,								January 1,												Three				Nine
		2005								2005				Year								Months				Months
		to								to				Ended								Ended				Ended
		December 31,								October 16,				December 31,								December 31,				September 30,
		2005								2005				2004								2003				2003
						Long-Lived												Long-Lived
Geographic Information:		Revenues				Assets				Revenues				Revenues				Assets				Revenues				Revenues
United States		$	75,692			$	398,576			$	233,669			$	233,466			$	156,181			$	52,828			$	155,451
Czech Republic			12,829				27,944				42,645				43,163				5,494				10,205				20,406
Other Non-U.S. Countries			9,131				42,222				29,183				28,947				6,016				5,537				21,160
Total		$	97,652			$	468,742			$	305,497			$	305,576			$	167,691			$	68,570			$	197,017

F-40

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		Year Ended December 31, 2005
																		Successor
		Reorganized Company																Company
		First				Second				Third				Fourth				Fourth
		Quarter				Quarter				Quarter				Quarter(a)				Quarter(a)
Sales		$	85,170			$	99,721			$	105,787			$	14,819			$	97,652
Gross Profit			24,898				29,932				30,101				3,282				21,919
Employee separation and plant closure costs			604				201				200				52				139
Operating Income			9,893				14,092				12,398				(15,654	)			5,148
Net Income			5,795				8,658				7,228				(12,823	)			(506	)

(a)		The fourth quarter for the Reorganized Company is the period October 1, 2005 to October 16, 2005 and the fourth quarter for the Successor Company is the period October 17, 2005 to December 31, 2005.

		Year Ended December 31, 2004
		Reorganized Company
		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter				Total
Sales		$	68,782			$	74,665			$	76,380			$	85,749			$	305,576
Gross Profit			21,831				22,136				23,687				26,152				93,806
Employee separation and plant closure costs			(964	)			(776	)			(618	)			(811	)			(3,169	)
Operating Income			7,804				8,273				9,493				11,642				37,212
Net Income			4,034				4,223				6,924				7,419				22,600

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Item 13.	Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee			$	26,750
NYSE Listing Fees			$
Blue Sky Fees and Expenses			$
Printing and Engraving Expenses			$
Legal Fees			$
Accounting Fees			$
Registrar and Transfer Agent Fees			$
Agent and Trustee Fees and Expenses			$
NASD Filing Fee			$	25,500
	Total		$

Item 14.	Indemnification of Directors and Officers.

Item 15.	Recent Sales of Unregistered Securities.

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								Share of Common
Date of Exercise		Warrants Exercised				Exercise Price		Stock Issued
July 15, 2004			2			$32.97 per share			2
August 12, 2004			26,390			$32.97 per share; cashless			5,323
September 29, 2004			53			$32.97 per share			53
October 19, 2004			5			$32.97 per share			5
October 22, 2004			19			$32.97 per share			19
November 11, 2004			1			$32.97 per share			1
November 19, 2004			53			$32.97 per share			53
December 8, 2004			6			$32.97 per share			6
December 10, 2004			24			$32.97 per share			24
January 4, 2005			9			$32.97 per share			9
February 11, 2005			1			$32.97 per share			1
February 25, 2005			1			$32.97 per share			1
March 9, 2005			819			$32.97 per share			819
April 12, 2005			987			$32.97 per share			987
April 12, 2005			107			$32.97 per share			107
April 27, 2005			1			$32.97 per share			1
May 10, 2005			77			$32.97 per share			77
May 16, 2005			53			$32.97 per share			53
May 23, 2005			9			$32.97 per share			9
June 3, 2005			124			$32.97 per share			124
June 20, 2005			2			$32.97 per share			2
June 30, 2005			2			$32.97 per share			2
July 7, 2005			14			$32.97 per share			14
July 12, 2005			20			$32.97 per share			20
July 25, 2005			6			$32.97 per share			6
July 27, 2005			1,157			$32.97 per share			1,157
August 5, 2005			7			$32.97 per share			7
August 5, 1005			1,043			$32.97 per share			1,043
August 10, 2005			2,000			$32.97 per share			2,000

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									Share of Common
Date of Exercise			Warrants Exercised				Exercise Price		Stock Issued
August 11, 2005				1,780			$32.97 per share			1,780
August 11, 2005				1,458			$32.97 per share			1,458
August 12, 2005				820			$32.97 per share			820
August 15, 2005				1			$32.97 per share			1
August 15, 2005				5,148			$32.97 per share			5,148
August 18, 2005				32			$32.97 per share			32
August 24, 2005				4,279			$32.97 per share			4,279
August 31, 2005				1			$32.97 per share			1
September 6, 2005				7,116			$32.97 per share			7,116
September 13, 2005				2			$32.97 per share			2
September 14, 2005				2,100			$32.97 per share			2,100
September 16, 2005				7			$32.97 per share			7
September 19, 2005				53			$32.97 per share			53
September 21, 2005				551			$32.97 per share			551
September 28, 2005				15,000			$32.97 per share			15,000
September 29, 2005				300			$32.97 per share			300
October 3, 2005				3,200			$32.97 per share			3,200
October 4, 2005				1,900			$32.97 per share			1,900
October 5, 2005				434			$32.97 per share			434
October 6, 2005				200			$32.97 per share			200
October 7, 2005				357			$32.97 per share			357
October 12, 2005				134			$32.97 per share			134
	TOTAL			77,865			$32.97 per share			56,798

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Item 16.	Exhibits and Financial Statement Schedules.

Item 17.	Undertakings.

	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	CHART INDUSTRIES, INC.

	By:	/s/ Samuel F. Thomas

	Name: Samuel F. Thomas
	Title:     President and Chief Executive Officer

Signature				Title
/s/ Samuel F. Thomas Samuel F. Thomas				Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ Michael F. Biehl Michael F. Biehl				Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Ben A. Guill Ben A. Guill				Chairman of the Board of Directors
/s/ Kenneth W. Moore Kenneth W. Moore				Director
/s/ Timothy H. Day Timothy H. Day				Director
/s/ James H. Hoppel, Jr. James H. Hoppel, Jr.				Controller and Chief Accounting Officer (Principal Accounting Officer)

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Exhibit
No.				Description of Exhibit
	1	.1*		Form of Underwriting Agreement
	2	.1		Agreement and Plan of Merger, dated as of August 2, 2005 by and among Chart Industries, Inc., certain of its stockholders, First Reserve Fund X, L.P. and CI Acquisition, Inc.
	2	.2		Asset Purchase Agreement among GT Acquisition Company and Greenville Tube, LLC, dated July 1, 2003
	3	.1*		Form of Amended and Restated Certificate of Incorporation
	3	.2*		Form of Amended and Restated By-Laws
	4	.1*		Form of certificate of Chart Industries, Inc. common stock
	4	.2		Indenture, dated as of October 17, 2005, between Chart Industries, Inc. and The Bank of New York as trustee
	4	.3		Registration Rights Agreement, dated October 17, 2005 among Chart Industries, Inc., the subsidiary guarantors party thereto and Morgan Stanley & Co., as representative of the initial purchasers
	4	.4		Form of Senior Subordinated Note (included in Exhibit 4.2)
	5	.1*		Opinion of Simpson Thacher & Bartlett LLP
	10	.1		Credit Agreement, dated as of October 17, 2005 among FR X Chart Holdings LLC, CI Acquisition, Inc., as Borrower, the lenders party thereto, Citicorp North America, Inc., as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers and Natexis Banques Populaires and Sovereign Bank, as co-documentation agents
	10	.2		Guarantee and Collateral Agreement, dated as of October 17, 2005 among FR X Chart Holdings LLC, as guarantor and pledgor, CI Acquisition, Inc., as borrower, each subsidiary loan party named therein and Citicorp North America, Inc., as collateral agent
	10	.3		Employment Agreement, dated November 23, 2005 between Chart Industries, Inc. and Samuel F. Thomas
	10	.4		Employment Agreement, dated December 1, 2005 between Chart Industries, Inc. and Michael F. Biehl
	10	.5		Employment Agreement, dated December 1, 2005 between Chart Industries, Inc. and Charles R. Lovett
	10	.6		Employment Agreement, dated March 29, 2006 between Chart Industries, Inc. and Matthew J. Klaben
	10	.7		IAM Agreement 2004-2007, effective February 8, 2004, by and between Chart Heat Exchangers, L.P. and Local Lodge 2191 of District Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL-CIO
	10	.8*		Trust Agreement by and between Chart Industries, Inc. and Security Trust Company relating to the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan
	10	.9*		Form of Management Stockholders Agreement
	10	.10*		Form of Stockholders Agreement
	10	.11		Chart Industries, Inc. 2004 Stock Option and Incentive Plan
	10	.12*		Amendment No. 1 to the 2004 Stock Option and Incentive Plan
	10	.13		Form of Stock Option Agreement under the 2004 Stock Option and Incentive Plan (for Samuel F. Thomas)
	10	.14		Form of Stock Option Agreement under the 2004 Stock Option and Incentive Plan (for those other than Samuel F. Thomas)
	10	.15		Chart Industries, Inc. 2005 Stock Incentive Plan
	10	.16		Amendment No. 1 to the Chart Industries, Inc. 2005 Stock Incentive Plan
	10	.17		Form of Stock Option Agreement under the 2005 Stock Incentive Plan

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Exhibit
No.				Description of Exhibit
	10	.18*		2006 Chart Executive Incentive Compensation Plan
	10	.19*		Annual Incentive Compensation Plan
	10	.20		Form of Indemnification Agreement
	10	.21*		Amendment No. 1 to the Credit Agreement
	21	.1		List of Subsidiaries
	23	.1*		Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
	23	.2		Consent of Ernst & Young LLP
	24	.1		Powers of Attorney (included on signature page of this Registration Statement)

*	To be filed by amendment.