SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 12 Under the Securities Exchange Act of 1934 SUPERCONDUCTOR TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 867931107 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) December 18, 2002 Date of Event which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [ X ] CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE, Trustee for Various Trusts I.D. #206-18-8997 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 9,667,683 9. Sole Dispositive Power 10 Shared Dispositive Power 9,667,683 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,667,683 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 16.16% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person LAWRENCE M. WAGNER, Trustee for Various Trusts I.D. #233-38-9703 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 692,104 9. Sole Dispositive Power 10 Shared Dispositive Power 692,104 11 Aggregate Amount Beneficially Owned by Each Reporting Person 692,104 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.16% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS I.D. #25-6193084 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 173,026 8 Shared Voting Power 9. Sole Dispositive Power 173,026 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 173,026 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .29% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF AUDREY HILLMAN FISHER I.D. #25-6193085 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 173,026 8 Shared Voting Power 9. Sole Dispositive Power 173,026 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 173,026 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .29% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF HENRY LEA HILLMAN, JR. I.D. #26-6193086 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 173,026 8 Shared Voting Power 9. Sole Dispositive Power 173,026 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 173,026 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .29% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF WILLIAM TALBOTT HILLMAN I.D. #25-6193087 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 173,026 8 Shared Voting Power 9. Sole Dispositive Power 173,026 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 172,026 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .29% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. #182-14-5466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,975,579 9 Sole Dispositive Power 10 Shared Dispositive Power 8,975,579 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,975,579 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 15% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. #192-28-3426 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 8,975,579 9 Sole Dispositive Power 10 Shared Dispositive Power 8,975,579 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,975,579 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 15% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,514,340 8 Shared Voting Power 7,461,239 9 Sole Dispositive Power 1,514,340 10 Shared Dispositive Power 7,461,239 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,975,579 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 15% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 7,461,239 9 Sole Dispositive Power 10 Shared Dispositive Power 7,461,239 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,461,239 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.47% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 7,461,239 9 Sole Dispositive Power 10 Shared Dispositive Power 7,461,239 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,461,239 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.47% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON EQUITIES, INC. I.D. #51-0411204 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 7,461,239 9 Sole Dispositive Power 10 Shared Dispositive Power 7,461,239 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,462,239 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.47% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 7,461,239 8 Shared Voting Power 9 Sole Dispositive Power 7,461,239 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,461,239 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 12.47% 14 Type of Reporting Person CO SCHEDULE 13D AMENDMENT NO. 12 This statement ("Statement") constitutes Amendment No. 12 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") in connection with the event date of December 18, 2002 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $0.001 par value, of Superconductor Technologies, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 460 Ward Drive, Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on the Nasdaq National Market under the symbol "SCON". Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Wilmington Securities, Inc. ("Wilmington"), a wholly-owned subsidiary of Wilmington Equities, Inc. Wilmington Equities, Inc., a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "Henry L. Hillman Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Juliet Lea Hillman Simonds (the " JLHS 1976 Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Audrey Hillman Fisher (the "AHF 1976 Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Henry Lea Hillman, Jr. (the "HLH Jr. 1976 Trust") C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of William Talbott Hillman (the "WTH 1976 Trust"). C. G. Grefenstette Lawrence M. Wagner Henry L. Hillman Elsie Hilliard Hillman The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company, the Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Wilmington, Wilmington Equities, Inc. and Wilmington Investments, Inc. are each located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner 2000 Grant Building Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c) Principal occupation or employment The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupation of the Henry L. Hillman Trust is: diversified investments and operations. The principal occupation of the JLHS 1976 Trust is: diversified investments and operations. The principal occupation of the AHF 1976 Trust is: diversified investments and operations. The principal occupation of the HLH Jr. 1976 Trust is: diversified investments and operations. The principal occupation of the WTH 1976 Trust is: diversified investments and operations. C. G. Grefenstette See Exhibit 1 Lawrence M. Wagner See Exhibit 1 Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship Wilmington, Wilmington Equities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. The Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are Pennsylvania trusts. C. G. Grefenstette, Lawrence M. Wagner, Henry L. Hillman and Elsie Hilliard Hillman are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration None. Item 4. Purpose of Transaction On October 10, 2002, the Issuer, the Hillman Stockholders (defined below) and certain other unaffiliated investors (the "Initial Investors") entered into a Securities Purchase Agreement (the "Agreement"). The Agreement contemplated an aggregate investment in the Issuer of approximately $15,000,000 in cash, and the Agreement provided that the Issuer may add additional investors ("Additional Investors") to the Agreement so long as the aggregate of all sales to investors thereunder did not exceed $20,000,000. On October 25, 2002, Wilmington, the Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust (collectively, the "Hillman Stockholders") executed a supplement to the Agreement (the "Supplement"), pursuant to which the Initial Investors and Additional Investors agreed to purchase the following additional securities: (a) an aggregate of 5,263,159 shares of Common Stock and (b) Warrants to purchase up to an aggregate of 1,315,791 shares of Common Stock. The closing under the Agreement and the Supplement was contemporaneous with the closing date of the merger (the "Merger") of STI Acquisition, Inc., a wholly-owned subsidiary of the Issuer, with and into Conductus, Inc., a Delaware corporation (the "Closing Date"). Under the Agreement and the Supplement, each of the Hillman Stockholders purchased securities of the Issuer in the amounts and for the consideration set forth below on the Closing Date: Name Consideration Number of Shares of Common Stock Number of Warrants (1) WSI $2,116,500 2,227,895 556,974 Henry L. Hillman Trust (under the Agreement) $187,500 197,368 49,342 Henry L. Hillman Trust (under the $810,000 852,632 213,158 Supplement) JLHS 1976 Trust $49,000 51,579 12,895 AHF 1976 Trust $49,000 51,579 12,895 HLH Jr. 1976 Trust $49,000 51,579 12,895 WTH 1976 Trust $49,000 51,579 12,895 (1) Each Warrant entitles the holder thereof, during the period commencing 181 days after the Closing Date and ending five (5) years after the Closing Date, to purchase one (1) share of Common Stock of the Issuer for a price of $1.19. If, at any time after the date which is thirty (30) months following the effective date of the Issuer's registration statement registering the Common Stock issuable upon exercise of the Warrants, the average closing bid price of the Issuer's Common Stock for ten (10) consecutive trading days exceeds $1.19, and provided all such shares are registered for resale pursuant to an effective registration statement, the Issuer may redeem the Warrants at $0.10 per warrant. All Warrants must be redeemed if any are redeemed. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership 7,461,239 shares of Common Stock are owned of record and beneficially by Wilmington. 1,514,340 shares of Common Stock are owned of record and beneficially by the Henry L. Hillman Trust. 173,026 shares of Common Stock are owned of record and beneficially by the JLHS 1976 Trust. 173,026 shares of Common Stock are owned of record and beneficially by the AHF 1976 Trust. 173,026 shares of Common Stock are owned of record and beneficially by the HLH Jr. 1976 Trust. 173,026 shares of Common Stock are owned of record and beneficially by the WTH 1976 Trust. (b) Power to Vote or Dispose of Shares Each person listed above in response to Item 5(a) has the sole power to vote and to direct the vote and the sole power to dispose of and direct the disposition of those shares except as follows: (i) Wilmington, Wilmington Equities, Inc., Wilmington Investments, Inc., The Hillman Company, Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 7,461,239 shares of Common Stock held beneficially by Wilmington. (ii) Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 1,514,340 shares of Common Stock held beneficially by the Henry L. Hillman Trust. (iii) As trustees of the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust, C. G. Grefenstette and L. M. Wagner may be deemed to share voting and disposition power regarding 692,104 shares of Common Stock held beneficially by the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust. (c), (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information set forth in Item 4 of this Schedule is incorporated herein by this reference. Other than as disclosed in this Schedule, as set forth in or contemplated by the Merger, the Agreement, the Supplement, or as set forth in the Third Amended and Restated Stockholders Agreement dated as of June 24, 1999, among the Hillman Stockholders, certain other unaffiliated investors and the Issuer, filed as an exhibit to Amendment No. 7 to this Schedule, or in the Voting Agreement dated as of October 10, 2002, among the Hillman Stockholders and Conductus, filed as an exhibit to Amendment No. 10 to this Schedule, there are no contracts, arrangements, understandings or relationships among the Registrants and between such persons and any person with respect to the transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits The following documents are filed as exhibits: 1. Information concerning officers and directors of reporting persons and certain affiliates thereof. 2. Registration rights Agreement dated as of December 18, 2002 between the investor or investors signatory thereto ad Superconductor Technologies, Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON EQUITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN HENRY LEA HILLMAN, JR., AND WILLIAM TALBOTT HILLMAN /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette, Trustee /s/ L. M. Wagner ____________________________________________ L. M. Wagner, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ L. M. Wagner ____________________________________________ L. M. Wagner /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman December 19, 2002 Date