Disclosure Statement With Respect To Debtors' Plan of Liquidation Under Chapter 11 of The Bankruptcy Code (As May Be Amended or Supplemented From Time To Time and Including All

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) ) ) ) ) ) ) )
In re: ELECTROGLAS, INC., et al., 1 Debtors.
Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

Objection Deadline: April 1, 2010 at 4:00p.m. (ET) Hearing Date: April 8, 2010 at 9:30a.m. (ET)
MOTION OF DEBTORS FOR ORDER (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO DEBTORS' CHAPTER 11 PLAN; (D) APPROVING FORM OF SOLICITATION PACKAGE AND NOTICES; AND (E) SCHEDULING CERTAIN DATES IN CONNECTION THEREWITH
The above-captioned debtors and debtors-in-possession (collectively, the "Debtors"), by this motion (the "Motion"), respectfully seek entry of an order in substantially the form of Exhibit A hereto (the "Disclosure Statement Order") (a) approving the proposed Disclosure Statement with respect to Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (as may be amended or supplemented from time to time and including all exhibits and supplements thereto, the "Disclosure Statement"), in connection with the Debtors' proposed Plan of Liquidation Under Chapter 11 OfThe Bankruptcy Code (as may be amended or supplemented from time to time and including all exhibits and supplements thereto, the "Plan"), (b) fixing a voting record date pursuant to Rule 3018(a) ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for determining, among other things, the creditors entitled to receive ballots and materials necessary for voting on the Plan, as specified in Bankruptcy Rule 3017(d), (c) approving solicitation and voting procedures with respect to the
The Debtors are Electroglas, Inc. and Electroglas International, Inc.
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Plan, (d) approving the form ofthe solicitation package and the notices to be distributed with respect thereto and (e) scheduling certain dates, including the following: (i) scheduling a hearing to confirm the Plan; (ii) establishing deadlines for filing objections, if any, to the Plan and respective replies thereto; and (iii) establishing the voting deadline to accept or reject the Plan. In support of this Motion, the Debtors respectfully state as follows: JURISDICTION AND VENUE
1.
This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157
and 1334. Venue of the Debtors' chapter 11 cases and this Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.
157(b)(2).
2.
The statutory predicates for the relief sought herein are sections 105, 1125,
and 1126 oftitle 11 ofthe United States Code, 11 U.S.C. 101-1532, as amended (the "Bankruptcy Code") and Rules 2002, 3003, 3017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). BACKGROUND 3. On July 9, 2009 (the "Petition Date), the Debtors each filed a voluntary
petition for relief under Chapter 11 ofTitle 11 of the United States Code (the "Bankruptcy Code"). The Debtors continue to operate their post-sale business and manage their post-sale properties as debtors-in-possession pursuant to sections 1107(a) and 1108 ofthe Bankruptcy Code. 4. No request has been made for the appointment of a trustee or examiner.
An official committee of unsecured creditors (the "Committee") was appointed in these cases on July 28, 2009.
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5.
Prior to the sale of their assets, the Debtors supplied semiconductor
manufacturing test equipment and software to the global semiconductor industry, and had been in the semiconductor equipment business for more than 40 years. The Debtors' installed customer base was one ofthe largest in the industry, as the Debtors had sold more than 16,500 units of one of their core products, the "wafer prober" (and its related operating system). The Debtors' other major source of revenue came from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies (the "MCAT Business"). 6. A full description ofthe Debtors' business operations, corporate
structures, capital structures, and reasons for commencing these cases is set forth in full detail in the Affidavit of Thomas Brunton in Support of Chapter 11 Petitions and First Day Relief, which was filed on the Petition Date and which is specifically incorporated in this Motion by reference. 7. As of the date hereof, this Court has approved sales of substantially all of
the Debtors' assets pursuant to section 363 of the Bankruptcy Code. Specifically, on October 2, 2009, the Court entered the Order (DI 288) approving a sale ofthe Debtors' MCAT business to Formfactor, Inc. Also, on October 19, 2009, the Court entered the Order (DI 305) approving a sale of the Debtors' prober business to EG Systems, LLC. 8. The Debtors filed the Plan and related Disclosure Statement on March 4,
2010 (see D.I. No. 455).
RELIEF REQUESTED
9. By this Motion, the Debtors request, among other things, that the Court
enter the Disclosure Statement Order, substantially in the form attached as Exhibit A hereto, (a) approving the Disclosure Statement, (b) fixing a voting record date ("Voting Record Date") pursuant to Bankruptcy Rule 3018(a) for determining, among other things, the creditors entitled 3
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to receive ballots and materials necessary for voting on the Plan, as specified in Bankruptcy Rule 3017(d), (c) approving solicitation and voting procedures with respect to the Plan, (d) approving the form of the Solicitation Package (as defined herein) and the notices to be distributed with respect thereto, and (e) establishing the following dates and deadlines related to confirmation of the Plan: April 8, 2010 April 15, 2010 May 17,2010 May17,2010 May 20,2010 May 24, 2010 Voting Record Date Distribution of Solicitation Packages Voting Deadline Plan Objection Deadline Deadline for Debtors' Reply to Plan Objections Confirmation Hearing
BASIS FOR RELIEF A. Approval of the Form and Manner of Notice of the Disclosure Statement Hearing and Deadline for Filing Objections Thereto
10. Bankruptcy Rule 30 17(a) provides, in relevant part:
[A]fter a disclosure statement is filed in accordance with [Bankruptcy] Rule 3016(b), the court shall hold a hearing on at least 28 days' notice to the debtor, creditors, equity security holders and other parties-in-interest as provided in [Bankruptcy] Rule 2002 to consider the disclosure statement and any objections or modifications thereto. The plan and the disclosure statement shall be mailed with the notice of the hearing only to the debtor, any trustee or committee appointed under the Code, the Securities and Exchange Commission, and any party-in-interest who requests in writing a copy of the statement or plan. Fed. R. Bankr. P. 3017(a). 11. Bankruptcy Rules 2002(b) and (d) require notice to all creditors, indenture
trustees, and equity security holders of the time set for filing objections to, and the hearing to consider the approval of, a disclosure statement. In accordance with Bankruptcy Rules 2002(b)
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and (d) and 3017(a), the Debtors, with the assistance oftheir Voting Agent (as defined below), will have served at least 28 days in advance of the deadline to object to the Disclosure Statement: a. A copy of the notice in the form attached to the proposed Disclosure Statement Order as Exhibit "1" (the "Disclosure Statement Notice") and a copy of the Disclosure Statement (including the Plan attached as Appendix A thereto) by first-class mail upon (i) the United States Trustee (the "U.S. Trustee"), (ii) the Securities and Exchange Commission (the "SEC"), (iii) counsel for the Committee, and (iv) any party in interest who specifically requested the Disclosure Statement in the manner specified in the Disclosure Statement Notice and/or Bankruptcy Rule 3017(a); and A copy of the Disclosure Statement Notice by first class mail to the Debtors' creditor matrix, including: (i) the office of the United States Attorney for the District of Delaware, (ii) the Internal Revenue Service, (iii) all persons or entities that filed proofs of claim, (iv) all persons or entities listed in the Debtors' schedules of assets and liabilities filed with the Court on August 13, 2009 (Docket Nos. 134, 135, 136 and 137), (the "Schedules"), (v) any other known holders of claims against or equity interests in the Debtors, and (vi) all parties that have requested notice pursuant to Bankruptcy Rule 2002 (the "2002 List").
b.
12.
The Debtors submit that the mailing of the Disclosure Statement Notice as
described above satisfies the requirements of Bankruptcy Rules 2002(b) and (d). The Debtors believe that the notice contains all necessary and appropriate information regarding the Disclosure Statement Hearing and the manner and deadlines for filing objections to the Disclosure Statement and this Motion.
B. Approval of the Disclosure Statement
13.
Section 1125(b) of the Bankruptcy Code prohibits the postpetition
solicitation of a chapter 11 plan unless the plan (or summary thereof) and a written disclosure statement, approved by the bankruptcy court as containing adequate information, are transmitted to those persons whose votes are being solicited. The Debtors request that the Court approve the
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Disclosure Statement as containing "adequate information" within the meaning of section 1125(a)(l) ofthe Bankruptcy Code: '[A]dequate information' means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition ofthe debtor's books and records, that would enable a hypothetical reasonable investor typical of holders of claims or interests of the relevant class to make an informed judgment about the plan. 11 U.S.C. 1125(a)(l). 14. The primary purpose of a disclosure statement is to provide information
that is "reasonably practicable" to permit an "informed judgment" by those entitled to vote on the plan. See Century Glove, Inc. v. First Am. Bank of New York, 860 F.2d 94, 100 (3d Cir. 1988) (" ... 1125 seeks to guarantee a minimum amount of information to the creditor asked for its vote."); see also In re Phoenix Petroleum, Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. 2001). 15. The Court has broad discretion to determine whether the information
contained in a disclosure statement is "adequate." See Kirk v. Texaco, Inc., 82 B.R. 678, 682 (S.D.N.Y. 1988) ("The legislative history could hardly be more clear in granting broad discretion to bankruptcy judges under 1125(a) .. .");see also Oneida Motor Freight, Inc. v. United Jersey Bank et al., 848 F.2d 414, 417 (3rd Cir. 1988); Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F .2d 1142, 1157 (5th Cir. 1988) ("The determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court."). 16. The Court's determination should take account of the expertise and
resources, including outside advisors and relevant information already possessed or publicly available, of the hypothetical investor of each class of claims or interests in a debtor's chapter 11
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cases from which classes the postpetition acceptance or rejection of the plan is solicited. See In
re Zenith Elecs. Corp., 241 B.R. 92,99-100 (Bankr. D. Del. 1999).

17. The Disclosure Statement is extensive and comprehensive; it contains
descriptions and summaries of, among other things, (a) the Plan, (b) certain events preceding the commencement of these chapter 11 cases, (c) significant events during the chapter 11 cases, (d) the nature of known claims against the Debtors' estates, (e) the transactions to be implemented pursuant to the Plan; (f) risk factors affecting the Plan; (g) a discussion of estimated recoveries that creditors would receive in a chapter 7 liquidation; (h) financial information and valuations relevant to creditors' determinations of whether to accept or reject the Plan; and (i) federal tax consequences of the Plan. 18. In connection with the Plan process, the Disclosure Statement was
submitted to the Committee for its review and comment and the Disclosure Statement reflects certain comments received by the Committee. 19. For the reasons set forth herein, the Debtors submit that the Disclosure
Statement contains adequate information within the meaning of Bankruptcy Code section 1125 and should be approved.
C.
Fixing A Voting Record Date

20. Bankruptcy Rule 3017(d) provides that, for the purposes of soliciting
votes in connection with the confirmation of a Chapter 11 plan, "creditors and equity security holders shall include holders of stocks, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for cause, after notice and a hearing." Fed. R. Bankr. Proc. 3017(d). Bankruptcy Rule 3018(a) contains a similar provision regarding determination ofthe record date for voting purposes. 7
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21.
The Debtors request that the Court exercise its authority under Bankruptcy
Rules 3017(d) and 3018(a) to establish April8, 2010, the date ofthe Disclosure Statement Hearing, as the record date (the "Voting Record Date") for determining: (a) the creditors entitled to receive the Solicitation Package pursuant to the Solicitation Procedures; (b) the creditors entitled to vote to accept or reject the Plan; and (c) whether claims have been properly transferred to an assignee pursuant to Bankruptcy Rule 3001 (e) such that the assignee can vote as the holder of the assigned claim. D. Approval of Solicitation Procedures and Forms of Solicitation Documents and Notices 22. To conduct an effective solicitation of acceptances or rejections of the
Plan, consistent with the requirements of the Bankruptcy Code, the Bankruptcy Rules, and due process, the Debtors request that the Court approve the below-described solicitation, transmittal, balloting, tabulation and related activities to be undertaken by them and Omni Management Group, LLC ("Omni") in connection with the chapter 11 cases (collectively, the "Solicitation Procedures"). The Debtors believe the Solicitation Procedures are well-designed and specifically tailored to effectively solicit acceptances or rejections of the Plan. 23. To the extent that circumstances requiring a further modification or
amendment of the Solicitation Procedures arise, the Debtors hereby reserve the right to supplement or amend the Solicitation Procedures as appropriate to better facilitate the solicitation process. Duties of Voting Agent 24. Omni shall act as voting agent (the "Voting Agent") pursuant to this
Court's Order Authorizing The Debtors To Employ Omni Management Group, LLC As Claims, Balloting, Noticing And Administrative Agent Nunc Pro Tunc To The Petition Date (DI 32) (the
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"Omni Retention Order"). Pursuant to the provisions of the Omni Retention Order, Omni is authorized and directed to assist the Debtors in (i) distributing the Solicitation Packages, (ii) receiving, tabulating and reporting on Ballots (defined below) cast for or against the Plan by holders of claims against the Debtors, (iii) responding to inquiries from creditors, equity holders, and other parties-in-interest relating to the Plan, the Disclosure Statement, the Ballots, the Solicitation Procedures, and all other Solicitation Package (defined and described below) materials and matters related thereto, including, without limitation, the procedures and requirements for voting to accept or reject the Plan and for objecting to the Plan, (iv) soliciting votes on the Plan, and (v) if necessary, contacting creditors and equity holders regarding the Plan. Determination of Treatment of Certain Claims for Notice and Voting Purposes 25. The Plan does not provide for the substantive consolidation of the
Debtors' Estates. The Plan contemplates distributions to creditors of Electroglas, Inc., to be made only from the estate of Electroglas, Inc. and contemplates distributions to creditors of Electroglas International, Inc. to be made only from the estate of Electroglas International, Inc. Said another way, creditors may only be paid out of the estate in which they have a claim. Under the Plan, claims against and interests in the Debtors are divided into eight (8) Classes according to their relative priority and other criteria. Pursuant to this Motion, Debtors seek approval of the notice and voting regimen as proposed herein for creditors and interest holders in the respective classes.
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26.
The following summary chart sets forth the rights of each class of claims
or equity interests to vote, or not vote, on the Plan2 :

Summary of Status and Voting Rights Under the Plan Class I 2 3 4A 48 5 6 7 Designation Other Priority Claims Secured Noteholder Claims Deficiency Claims EG General Unsecured Claims Ell General Unsecured Claim Convenience Claims EG Equity Interests Ell Equity Interests Impairment Unimpaired Impaired 1m _paired Impaired Impaired Impaired Impaired Impaired Entitled to Vote Not Entitled to Vote (Deemed to Accept) Entitled to Vote (Impaired) Entitled to Vote (Impaired) Entitled to Vote (Impaired) Entitled to Vote (Impaired) Entitled to Vote (Impaired) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject)
Approval ofForm of Non-Voting Status Notice

27. Consistent with section 1126 ofthe Bankruptcy Code and Bankruptcy
Rule 3017(d) and in an effort to conserve the resources ofthe Debtors' estates, unless specifically requested, the Debtors propose that they not be required to send Solicitation Packages to those creditors and equity interest holders who are not entitled to vote on the Plan. 28. As reflected above and in the Plan, certain classes of claims and equity
interests under the Plan are not entitled to vote to accept or reject the Plan because such classes (a) are unimpaired within the meaning of section 1124 of the Bankruptcy Code and therefore are deemed to accept the Plan pursuant to section 1126(f) ofthe Bankruptcy Code (i.e., Class 1), 3 or
Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Plan or the Disclosure Statement. Section 1126(t) of the Bankruptcy Code provides: Notwithstanding any other provision of this section, a class that is not impaired under a plan, and each holder of a claim or interest of such class, are conclusively presumed to have accepted the plan, and solicitation of acceptances with respect to such class from the holders of claims or interest of such class is not required. II U.S.C. 1126(t).
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(b) are receiving no distribution under the Plan and therefore are deemed to reject the Plan pursuant to section 1126(g) ofthe Bankruptcy Code (i.e., Classes 6 and 7). 4 29. In lieu of Solicitation Packages, the Debtors will send such creditors and
equity holders, and creditors with unclassified claims in accordance with section 1123(a)(1) of the Bankruptcy Code, both a Confirmation Hearing Notice (defined below) and either: (i) Notice ofNon-Voting Status With Respect To Unimpaired Classes Deemed to Accept the Plan and Unclassified Classes, or (ii) Notice of Non-Voting Status With Respect To Impaired Classes Deemed To Reject the Plan, as applicable, each substantially in the form attached to the proposed Disclosure Statement Order as Exhibit "2" and Exhibit "3", respectively (collectively, the "Non-Voting Status Notices"). 30. The Non-Voting Status Notices provide: (i) notice ofthe approval ofthe
Disclosure Statement, (ii) notice of the filing ofthe Plan, (iii) information regarding the Confirmation Hearing (as defined below) and the deadline for objections to confirmation of the Plan, and (iv) directions for both filing objections to confirmation of the Plan and obtaining copies of the Plan and Disclosure Statement. The Debtors submit that such notices satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules.
Establishing the Voting Deadline
31.
Pursuant to Bankruptcy Rule 30 17(c), at the time of the approval of the
Disclosure Statement, or earlier, "the court shall fix a time within which the holders of claims
Section 1126(g) of the Bankruptcy Code provides: Notwithstanding any other provision of this section, a class is deemed not to have accepted a plan if such plan provides that the claims or interests of such class do not entitle the holders of such claims or interests to receive or retain any property under the plan on account of such claims or interests. 11 U.S.C. 1126(g).
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and interests may accept or reject the Plan." Fed. R. Bankr. P. 3017(c). The Debtors request that the Court establish 4:00p.m. (prevailing Eastern time), May 17, 2010, a date that is seven (7) days before the Confirmation Hearing, as the voting deadline ("Voting Deadline"). 5 The proposed Voting Deadline is thirty-two (32) days after the date Solicitation Packages will be distributed. The Plan Objection Deadline (as defined herein) is set for the same date. The Debtors request the right to extend the Voting Deadline, if necessary, without further order of this Court, to a date that is no later than five (5) days before the Confirmation Hearing; provided, however, the Debtors shall provide notice of such extension to voting creditors by filing a notice on the Court's docket.
Approval of the Form of Ballots

32. Bankruptcy Rule 3018(c) provides, in relevant part, as follows:
An acceptance or rejection shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or an authorized agent, and conform to the appropriate Official Form. Fed. R. Bankr. P. 3018(c). All votes must be cast by using the appropriate ballot (the "Ballot"). 6 The Debtors, in accordance with Bankruptcy Rule 30 18(c), will prepare the Ballots for the Classes entitled to vote to accept or reject the Plan. Creditors holding claims classified in Class 1 are deemed to have voted to accept the Plan.
The Plan Proponents are reserving the right to amend from time to time the terms of the Plan (subject to compliance with the requirements of section 1127 of the Bankruptcy Code and the terms of the Plan regarding modifications). The Bankruptcy Code requires the Plan Proponents to disseminate additional solicitation materials if the Plan Proponents make material changes to the Plan or if the Plan Proponents waive a material condition to Plan confirmation. In that event, the Voting Deadline will be extended or re-opened to the extent directed by the Court.
6
The defined term "Ballot" shall include all ancillary and related information and any amendments or supplements thereto necessary for completing the Ballot.
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33.
The Plan contemplates that five (5) impaired classes will be entitled to
vote on the Plan. The Debtors' estates are not being substantively consolidated. Creditors may be paid only out ofthe estate in which they have a Claim. To confirm the Plan, Holders of Claims classified in Classes 2, 3, 4A, 4B and 5 must vote to accept the Plan (the Plan Proponents may seek to confirm the Plan pursuant to Section 1129(b) of the Bankruptcy Code if one or more of these Classes does not vote to accept the Plan). 34. Accordingly, by this Motion, the Debtors seek approval of, and authority
to use, the Ballots, in substantially the form attached as Exhibits "4A"- "4G" to the Disclosure Statement Order. The respective Ballots are: Exhibit "4A" Ballot for Beneficial Owners of Class 2 Secured Noteholder Claims Exhibit "4B" Master Ballot for Class 2 Secured Noteholder Claims Exhibit "4C" Ballot for Beneficial Owners of Class 3 Deficiency Claims Exhibit "4D" Master Ballot for Class 3 Deficiency Claims Exhibit "4E" Ballot for Holders of Class 4A EG General Unsecured Claims Exhibit "4F" Ballot for Holders of Class 4B Ell General Unsecured Claims Exhibit "4G" Ballot for Holders of Class 5 Convenience Claims 35. The form ofthe Ballots complies with Bankruptcy Rule 3018(c) and is
based substantially on Official Form No. 14, as modified to address the particular needs ofthe Debtors' chapter 11 cases. 36. The Ballot may not be used for any purpose other than to vote to accept or
reject the applicable Plan. The Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim. At the time the Ballot is transmitted, claimants
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should not surrender certificates, instruments, or other documents representing or evidencing their Claims.
Approval of Solicitation Packages and Procedures for Distribution Thereof
37.
Bankruptcy Rule 3017(d) sets forth the materials that must be provided to
holders of claims and equity interests for purposes of soliciting their votes and providing adequate notice of a plan confirmation hearing. Upon approval of the Disclosure Statement, the Debtors propose that by April 15,2010, they, or the Voting Agent, will serve the holders of Class 2, 3, 4A, 4B, and 5 claims (as ofthe Voting Record Date) the following (collectively, the "Solicitation Package"): the Confirmation Hearing Notice; appropriate Ballots and a pre-addressed, postage pre-paid return envelope, together with voting instructions; the Disclosure Statement and the Plan; and the Disclosure Statement Order. The Debtors also intend to serve all of the documents in the Solicitation
38.
Package (except for Ballots), on (a) the US Trustee; (b) counsel to the Committee; and (c) the 2002 List (collectively, (a)-(c) are referred to herein as the "Core Group"). 39. The Debtors propose that the persons holding claims in Classes 2, 3, 4A,
4B, and 5 who filed timely proofs of claims that have not been objected to on or before the Voting Record Date, or whose claims are scheduled in the Debtors' Schedules, receive a Solicitation Package. So as to avoid duplication and reduce expenses, the Debtors propose that creditors who filed duplicate claims in any given class should receive only one Solicitation Package and one ballot for voting their claims with respect to that class. Solicitation Packages shall also be mailed to the following notice parties (collectively, the "Notice Parties"):
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Special Counsel to the Debtors Morrison Foerster LLP 1290 Avenue of the Americas New York, NY 10104-0050 Attn: James J. DeCristofaro, Esq.
Counsel to the Debtors Pepper Hamilton LLC Hercules Plaza- Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Attn: David B. Stratton, Esq. James C. Carignan, Esq. Counsel to the Committee Womble, Carlyle, Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Attn: Matthew P. Ward, Esq. Steven K. Kortanek, Esq.
Voting Agent Electroglas, Inc., et al. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne US Trustee Office ofthe United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Attn: Jane M. Leamy, Esq. 40.
The Debtors propose that no Solicitation Packages or other notices need
be transmitted to holders of claims listed on the Debtors' Schedules that have already been paid in full during these cases or that are authorized to be paid in full in the ordinary course of business pursuant to orders previously entered by the Bankruptcy Court.
Procedures for Transmittal of Solicitation Packages to Holders of Class 2 Claims and Class 3 Claims
41.
Class 2 comprises the secured claims ofthe Secured Noteholders and
Class 3 comprises the unsecured deficiency claims of the Secured Noteholders. Bankruptcy Rule 3017(e) provides, in part, as follows:
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At the [disclosure statement] hearing ... , the court shall consider the procedures for transmitting the documents and information required by subdivision (d) of this rule to beneficial holders of stock, bonds, debentures, notes, and other securities, determine the adequacy of the procedures, and enter any orders the court deems appropriate. 42. With respect to the holders of claims in Classes 2 and 3 who hold the
underlying note in "street name" - i.e., through a brokerage firm, commercial bank, dealer, trust company or other agent or nominee of record (each, a "Nominee"), the Debtors propose to send Ballots to such Nominees. The Debtors further request that Nominees be required to send the appropriate solicitation materials to their respective beneficial owners, in a manner customary in the securities industry, so as to maximize the likelihood that such beneficial owners receive the materials and be given an opportunity to vote in a timely fashion. Each Nominee will receive reasonably sufficient numbers of Solicitation Packages to distribute to the holders of claims for whom such Nominee acts. 43. Respecting voting, a Nominee may forward a Solicitation Package to each
beneficial owner of the underlying notes or other debt securities entitled to vote on the Plan (the "Voting Securities") and include a return envelope provided by and addressed to the Nominee so that such holders may return the completed beneficial owner ballot to the Nominee. The Nominee will then summarize the individual votes of its respective holders from their beneficial owner Ballots on the appropriate master ballot, in substantially the form of the master ballots (for class 2 and class 3, respectively) attached as Exhibits "4B" & "4D" (the "Master Ballot"), and then return the Master Ballot to the Voting Agent prior to the Voting Deadline. The Debtors further request that Nominees be required to keep mailing lists, proof of mailing and copies of the beneficial owner Ballots they receive for one (1) year after Voting Deadline.
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44.
The Debtors further request that if a Ballot has already been signed by a
Nominee, that Nominees be required to maintain a list that includes the name and address of all beneficial owners the Nominee mailed. The Debtors propose that Nominees be required to keep such mailing list for one (1) year after the Voting Deadline. 45. The Debtors submit that this procedure adequately addresses the complex
structure of the securities industry, enables the Debtors to transmit materials to the record owners and beneficial owners Secured Noteholders' claims, and affords such persons with a fair and reasonable opportunity to vote. Contents and Transmittal of Solicitation Packages to Holders of Contingent, Unliquidated, or Disputed Claims 46. Bankruptcy Rule 3003(c)(2) provides in relevant part that "[a]ny creditor
or equity security holder whose claim or interest is not scheduled or scheduled as disputed, contingent, or unliquidated ... who fails to [file a timely proof of claim] shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution." 47. For all persons and entities who filed a proof of claim prior to the
Solicitation Date reflecting a claim or portion of a claim that is unliquidated or contingent, the Debtors propose to distribute a Solicitation Package that contains, in lieu of a Ballot and the Confirmation Hearing Notice, a notice in substantially the form attached to the proposed Disclosure Statement Order as Exhibit "5" (the "Notice of Disputed Claim Status"). The Notice of Disputed Claim Status informs such person or entity that its claim has been identified as disputed, contingent, or unliquidated or that it is scheduled as zero or unknown in amount. The notice also informs such person or entity that absent having filed a Rule 3018(a) Motion in the manner and by the deadline described in paragraphs "48" through "52" below, it is precluded from submitting a vote with respect to such claim. Such persons and entities will be instructed in
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the notice to contact the Voting Agent to receive a ballot for any such claim if a Rule 3018(a) Motion is timely filed. Temporary Allowance of Claims for Voting Purposes 48. The Debtors believe that certain of their creditors have claims that are
contingent, unliquidated, or disputed and that under applicable Bankruptcy Rules, such creditors are not entitled to vote on the Plan. However, Bankruptcy Rule 3018(a) provides, in relevant part, that "[n]otwithstanding objection to a claim or interest, the court after notice and hearing may temporarily allow the claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan." 49. Pursuant section 105(a) of the Bankruptcy Code, the Debtors request that
the Bankruptcy Court fix May 1, 2010 (the "Rule 3018(a) Motion Deadline"), as the deadline for any creditor to file and serve a motion pursuant to Bankruptcy Rule 3018(a) (each a "Rule 30 18(a) Motion") seeking temporary allowance of a claim for voting purposes. The Debtors further request that the Bankruptcy Court direct that Rule 3018(a) Motions: (i) be made in writing, (ii) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, (iii) set forth the name of the party asserting the Rule 3018(a) Motion, (iv) state with particularity the legal and factual bases for the Rule 3018(a) Motion, (v) be filed with the Bankruptcy Court, together with proof of service, no later than the Rule 3018(a) Motion Deadline, and (vi) be served by personal service, overnight delivery, first class mail, or facsimile, so as to be received by the Core Group no later than the Rule 3018(a) Motion Deadline. 50. The Debtors further propose that any party timely filing and serving a
Rule 30 18(a) Motion be provided a ballot and be permitted to cast a provisional vote to accept or reject the Plan. The Debtors request that any issues raised by a Rule 3018(a) Motion that are not
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resolved between the parties be considered at the omnibus Hearing presently scheduled for May 18,2010 at 3:00p.m. (ET). 51. Requiring Rule 3018(a) Motions to be filed by the Rule 3018(a) Motion
Deadline will afford the Debtors sufficient time to consider, resolve, and, if necessary, contest the Rule 3018(a) Motions and will help to ensure that an accurate tabulation of ballots is completed by the Confirmation Hearing Date. 52. Nothing in these procedures is intended to affect the Debtors' right to
object to any proof of claim. The Debtors request that no holder of a claim as to which a separate objection, whether to the entire claim or a portion thereof, has been filed before April 15, 2010, be permitted to vote on the Plan and such claim shall not be counted in determining whether the requirements of section 1126(c) of the Bankruptcy Code have been met unless (i) such claim has been temporarily allowed for voting purposes pursuant to Bankruptcy Rule 30 18(a) and in accordance with the proposed Solicitation Procedures Order, (ii) on or before the Voting Deadline (defined below), the objection to such claim has been resolved in favor ofthe creditor asserting the claim, or (iii) such objection relates to a reclassification from one Debtor to another Debtor.
Approval of Voting and Tabulation Procedures

53. Section 1126(c) ofthe Bankruptcy Code provides:
A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected the plan. 11 U.S.C. 1126(c).
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54.
So as to avoid uncertainty, to provide guidance to the Debtors and the
Voting Agent, and to avoid the potential for inconsistent results, the Debtors respectfully request that the Court approve the following voting and tabulation procedures, in accordance with section 1126(c) ofthe Bankruptcy Code and Bankruptcy Rule 3018(a). 55. Votes Counted. The Debtors propose that any Ballot timely received,
properly executed, and containing sufficient information to permit the identification of the claimant and cast as either an acceptance or rejection of the Plan be counted as an acceptance or rejection, as the case may be, of the Plan. The Debtors request that the Bankruptcy Court order that each Nominee or beneficial owner with an Allowed Secured Noteholder Claim or an Allowed Deficiency Claim be deemed to have voted the full principal amount of its claim, notwithstanding anything to the contrary on the ballot. 56. Votes Not Counted. The Debtors propose that the following Ballots not
be counted or considered for any purpose in determining whether the Plan has been accepted or rejected: a. Any Ballot received after the Voting Deadline, even if postmarked prior to the Voting Deadline; Any Ballot that is illegible or contains insufficient information to permit the identification of the creditor; Any Ballot that indicates neither acceptance nor rejection or that indicates both acceptance and rejection of the Plan; Any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote to accept or reject the Plan; Any unsigned Ballot; Any form of Ballot other than the official form sent by the Voting Agent or a copy thereof; Any copy of a Ballot without an original signature
b.
c.
d.
e. f.
g.
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h.
Any Ballot cast for a proof of claim or a portion of a proof of claim that is disputed, unliquidated, or contingent; and Any Ballot that is sent by facsimile transmission or via electronic mail.
1.
57.
Changing Votes. Notwithstanding Bankruptcy Rule 3018(a), the Debtors
propose that whenever two or more Ballots (including Master Ballots) are cast voting the same Claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and, thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the latest Ballot, including under Bankruptcy Rule 3018(a) and, ifthe objection is sustained, to count the first Ballot for all purposes. This procedure of counting the last Ballot received is consistent with practice under various state and federal corporate and securities laws. Moreover, it will spare the Court and the Debtors the time and expense associated with responding to motions under Bankruptcy Rule 3018(a) attempting to show cause for changing votes. 58. No Division of Claims or Votes. The Debtors propose that the
Bankruptcy Court clarify that creditors may not divide their claims or interests, or the votes associated therewith (except as it may relate to the Master Ballots), and order that holders of claims or interests who vote must vote all of their claims or interests within a particular class either to accept or reject the Plan. The Debtors further propose that a ballot partially accepting and partially rejecting the Plan or otherwise voted inconsistently shall not be counted for any purposes. 59. Voting Report. The Debtors will file with the Court a voting report (the
"Voting Report") within five (5) business days after the Voting Deadline. The Voting Report shall, among other things, delineate every Ballot that does not conform to the Voting Instructions or that contains any form of irregularity (each an "Irregular Ballot") including, but not limited to, 21
#I 2066818 v6
those Ballots that are late or illegible, unidentifiable, lacking signatures or lacking necessary information, received via facsimile or electronic mail or damaged. None of the Debtors or any other person or Entity will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification. The Voting Report also shall indicate the Debtors' intentions with regard to such Irregular Ballots. Unless an objection to the Voting Report is filed in connection with confirmation of the Plan, the Voting Agent will not be required to attend the hearing on confirmation of the Plan. 60. Returned Solicitation Packages or Notices. The Debtors seek the Court's
approval for a departure from the Bankruptcy Rules as follows: (a) the Debtors shall be excused from giving notice or providing service of any kind upon any person or entity to whom the Debtors mailed a notice regarding the Disclosure Statement Hearing and received any of such notices returned by the United States Postal Service marked "undeliverable as addressed", "moved -left no forwarding address", or "forwarding order expired", or similar reason, unless the Debtors have been informed in writing or by electronic mail by such person or entity of that person's or entity's new address; and (b) the Debtors shall be excused from re-mailing such Solicitation Package, or other notices, as the case may be, to those entities whose addresses differ from the addresses in the claims register or the Debtors' records as of the Voting Record Date, except to the extent that a Solicitation Package is returned with a forwarding address listed. If a creditor has changed its mailing address after entry of the Disclosure Statement Order, the burden shall be on the creditor or party-in-interest to advise the Voting Agent and the Debtors of the new address.
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61.
The Debtors believe that the requested procedures and other relief
requested herein are cost-effective, provide adequate notice and an opportunity to be heard, and are in the best interests of the Debtors' estates, their creditors, and other parties-in-interest. Accordingly, the Debtors submit that they have shown good cause for the relief requested herein. 62. Copies and Review of Documents. Any party in interest wishing to obtain
a copy of the Disclosure Statement, the Plan, this Motion, or the proposed Disclosure Statement Order, or any attachments to the foregoing, may (i) request such copies at no cost to the requesting party by contacting the Voting Agent by writing to Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C., PMB 466, Encino, CA 91436, Attn: Brian Osborne, Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com, (ii) obtain such copies (x) for no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas, or (y) for a charge at the Court's website at http://www.deb.uscourts.gov.
E.
Establishing Notice and Objection Procedures in Respect of Confirmation of the Plan Confirmation Hearing
63. Bankruptcy Rule 3017(c) provides:
On or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan and may fix a date for the hearing on confirmation. Fed. R. Bankr. Proc. 3017(c). In accordance with Bankruptcy Rule 3017(c), the Debtors request that a hearing on confirmation of the Plan (the "Confirmation Hearing") be scheduled on May 24, 2010, approximately thirty-seven (37) days after the Solicitation Package is distributed to
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voting creditors/ which date may be continued from time to time by the Court or the Debtors without further notice other than adjournments announced in open court. The proposed timing for the Confirmation Hearing is in compliance with the Bankruptcy Code, and the Bankruptcy Rules and will enable the Debtors to pursue confirmation of the Plan in a timely fashion in order to ensure confirmation and consummation of the Plan within the timeframe contemplated by the Debtors. Approval of Confirmation Hearing Notice 64. The Solicitation Package includes the notice required by Bankruptcy
Rules 2002(b) and 2002(d) to all creditors and equity interest holders ofthe time set for filing objections to confirmation of a chapter 11 plan and the hearing to consider confirmation of such plan (the "Confirmation Hearing Notice"), substantially in the form attached as Exhibit "6" to the proposed Disclosure Statement Order. The Debtors request approval of the Confirmation Hearing Notice, which contains, among other things: (a) the Plan Objection Deadline; (b) the Confirmation Hearing date and time; (c) the Voting Deadline; and (d) the Voting Record Date. The Confirmation Hearing Notice will also instruct creditors and interested parties on how they may view and/or obtain copies of the Disclosure Statement, Plan, Disclosure Statement Order, and all other Solicitation Package materials (except Ballots). The Debtors respectfully request that the Court find that the Confirmation Hearing Notice complies with the requirements of Bankruptcy Rules 2002(b), 2002(c)(3), and 2002(d). 65. Furthermore, the Debtors propose to publish the Confirmation Hearing
Notice once in the USA Today (National Edition), not more than seven (7) days after entry of the Disclosure Statement Order. Bankruptcy Rule 2002(1) permits the Court to "order notice by
The Debtors intend to distribute the Solicitation Packages no later than five (5) business days after the Court enters the Disclosure Statement Order.
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publication if it finds that notice by mail is impracticable or that it is desirable to supplement notice." Fed. R. Bankr. P. 2002(1). The Debtors believe publication ofthe Confirmation Hearing Notice will provide sufficient notice of the Plan Objection Deadline, the Confirmation Hearing date and time, and other relevant voting and objection deadlines to persons who may not otherwise receive notice by mail. The Debtors submit that publication of the Confirmation Hearing Notice as set forth above is adequate and sufficient notice to such creditors, equity holders, and other parties-in-interest under the circumstances.
Establishing Procedures for Filing Objections to Confirmation of the Plan

66. Pursuant to Bankruptcy Rule 3020(b)(1), objections to confirmation of a
plan must be filed and served "within a time fixed by the court". Fed. R. Bankr. P. 3020(b)(1). Unless otherwise ordered by the Court, Bankruptcy Rule 2002(b) requires at least twenty-eight (28) days' notice by mail to all creditors of the plan objection deadline and confirmation hearing. 67. The Debtors request that the Bankruptcy Court set May 17, 2010, as the
Plan Objection Deadline. The Debtors request that the Bankruptcy Court consider only timely filed and served written objections to confirmation of the Plan, and that objections not timely filed and served in accordance with the provisions of the next paragraph be overruled. 68. The Confirmation Hearing Notice provides, and the Debtors request that
the Court direct, that objections to confirmation of the Plan must: a. b. be made in writing; comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure ofthe United States Bankruptcy Court for the District of Delaware; state the name and address of the objecting party and the amount and nature of the claim or interest of such party against or in the Debtors, their estates, or their property;
c.
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d.
state with particularity the legal and factual bases and nature of any objection to the Plan, including specific reference to the text ofthe Plan to which the objection is made and, if practicable, proposed modification to the Plan that would resolve such objection; and be filed, together with proof of service, with the Court and served by personal service, overnight delivery, first class mail or facsimile, so that they are RECEIVED by the parties identified in the Confirmation Hearing Notice, no later than 4:00p.m. (prevailing Eastern Time), on May 17, 2010 (the "Plan Objection Deadline").
e.
69.
The proposed timing for filing and service of any objections to
confirmation of the Plan will afford the Court, the Debtors, and other parties-in-interest sufficient time to consider the objections prior to the Confirmation Hearing. The Debtors request that the Court consider only timely filed and served written objections to confirmation of the Plan, and that objections not timely filed and served in accordance with the above provisions be overruled. 70. The Debtors request that they be allowed to file their reply to any
objections filed by the Plan Objection Deadline by no later than 12:00 p.m. (Prevailing Eastern Time), on May 20,2010.
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WHEREFORE, the Debtors respectfully request that the Court enter an order substantially in the form of the proposed Solicitation Procedures Order granting the relief requested herein and such other and further relief as is just and proper. Dated: March 19, 201 0 Wilmington, Delaware Respectfully submitted, PEPPERHA
Attorneys for the Debtors and Debtors-in-Possession
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) ) ) ) ) ) ) )

Objection Deadline: April I, 2010 at 4:00p.m. (ET) Hearing Date: April 8, 2010 at 9:30a.m. (ET)
NOTICE OF MOTION OF DEBTORS FOR ORDER (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO DEBTORS' CHAPTER 11 PLAN; (D) APPROVING FORM OF SOLICITATION PACKAGE AND NOTICES; AND (E) SCHEDULING CERTAIN DATES IN CONNECTION THEREWITH PLEASE TAKE NOTICE that, on March 19,2010, the above-captioned debtors and debtors-in-possession (the "Debtors") filed the Motion Of Debtors For Order (a) Approving Disclosure Statement; (b) Fixing Voting Record Date; (c) Approving Solicitation And Voting Procedures With Respect To Debtors' Chapter 11 Plan; (d) Approving Form Of Solicitation Package And Notices; And (e) Scheduling Certain Dates In Connection Therewith (the "Motion"). Objections and other responses (collectively, "Objections") to the Motion must be: (i) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before Aprill, 2010 at 4:00 p.m. (ET) (the "Objection Deadline"); and (ii) served so as to be actually received by the following entities no later than the Objection Deadline: Special Counsel to the Debtors Morrison Foerster LLP 1290 Avenue of the Americas New York, NY 10104-0050 Attn: James J. DeCristofaro, Esq. Counsel to the Debtors Pepper Hamilton LLC Hercules Plaza - Suite 51 00 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Attn: David B. Stratton, Esq. James C. Carignan, Esq.
#12339819 vi
Voting Agent Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne US Trustee Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Attn: Jane M. Leamy, Esq.
Counsel to the Committee Womble, Carlyle, Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Attn: Matthew P. Ward, Esq. Steven K. Kortanek, Esq.
A HEARING TO CONSIDER THE MOTION WILL BE HELD BEFORE THE HONORABLE PETER 1. WALSH, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801, ON APRIL 8, 2010 AT 9:30 A.M. (ET).
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IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.
Dated:
March 19,2010 Wilmington, Delaware Respectfully submitted, PEPPER HAMIL T ~LJ?
Wilmington, DE 19801-17 Telephone: (302) 777-6500 Facsimile: (302) 421-8390
Attorneys for the Debtors and Debtors-in-Possession
3
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EXHIBIT A
Disclosure Statement Order

)
)
)

Re: D.I. No. [
)
)
) ) -----------------------------------
ORDER (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING THE VOTING RECORD DATE; (C) APPROVING SOLICITATION AND VOTING PROCEDURES WITH RESPECT TO DEBTORS' CHAPTER 11 PLAN; (D) APPROVING FORM OF SOLICITATION PACKAGE AND NOTICES; AND (E) SCHEDULING CERTAIN DATES IN CONNECTION THEREWITH
Upon the motion (the "Motion"i of the above-captioned debtors and debtors-inpossession (collectively, the "Debtors") seeking entry of an order (a) approving the proposed
Disclosure Statement with respect to Debtors' Plan of Liquidation Under Chapter II Of The Bankruptcy Code (as may be amended or supplemented from time to time and including all
exhibits and supplements thereto, the "Disclosure Statement"), in connection with the Debtors' proposed Debtors' Plan of Liquidation Under Chapter II Of The Bankruptcy Code (as may be amended or supplemented from time to time and including all exhibits and supplements thereto, the "Plan"), (b) fixing a voting record date pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for determining, among other things, the creditors entitled to receive ballots and materials necessary for voting on the Plan, as specified in Bankruptcy Rule 3017(d), (c) approving solicitation and voting procedures with respect to the Plan, (d) approving the form of the solicitation package and the notices to be distributed with
The Debtors are Electroglas, Inc. and Electroglas International, Inc. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Motion.
respect thereto and (e) scheduling certain dates, including the following: (i) scheduling a hearing to confirm the Plan; (ii) establishing deadlines for filing objections, if any, to the Plan and respective replies thereto; and (iii) establishing the voting deadline to accept or reject the Plan; and the Court having conducted the Disclosure Statement Hearing on April 8, 201 0; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and this being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. 1408 and 1409; and due, adequate, and sufficient notice of the Motion, the time fixed for filing objections and the Disclosure Statement Hearing having been given in accordance with Bankruptcy Rules 2002 and 3017; and it appearing that no other notice need be given; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors, their creditors, and all parties-in-interest; and after due deliberation thereon; and good, adequate and sufficient cause being shown to justify the immediate entry of this Order; and good and sufficient cause appearing therefor, it is hereby: ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is GRANTED in all respects. The Debtors are authorized and empowered to take all actions necessary to
effectuate the relief granted pursuant to this Order in accordance with the Motion. 3. The Disclosure Statement, attached hereto as Attachment A, complies
with section 1125 of the Bankruptcy Code and is hereby approved as containing adequate information, as defined by section 1125(a) ofthe Bankruptcy Code. 4. Any objections to approval of the Disclosure Statement which were not
withdrawn at or prior to the Disclosure Statement Hearing are hereby overruled.
5.
The Voting Record Date shall be April 8, 2010, for determining: (a) the
creditors and interest holders (including "holders of stocks, bonds, debentures, notes and other securities") entitled to receive the Solicitation Package pursuant to the Solicitation Procedures; (b) the creditors and interest holders entitled to vote to accept or reject the Plan; and (c) whether claims or interests have been properly transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that the assignee can vote as the holder of the claim or equity interest. 6. Holders of contingent, unliquidated and/or disputed claims (collectively,
"Disputed Claims"), shall not be entitled to submit a vote with respect to such Disputed Claims, unless the holder of such Disputed Claim submits a timely Rule 3018 Motion and such motion is resolved in the holder's favor either consensually or by Court order. For the avoidance of doubt, any claim that is the subject of a claims objection filed on or before April 15, 2010 shall be considered a Disputed Claim for purposes of voting on the Plan.
7.
The Confirmation Hearing shall commence on [
],
prevailing Eastern time, which date may be continued from time to time by the Court or the Debtors without further notice other than adjournments announced in open court. 8. Any objections to the Plan (the "Plan Objections") must be filed by the ], prevailing Eastern time, and must: be made in writing; comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure ofthe United States Bankruptcy Court for the District of Delaware; state the name and address of the objecting party and the amount and nature of the claim or interest of such party against or in the Debtors, their estates, or their property; state with particularity the legal and factual bases and nature of any objection to the Plan, including specific reference to the text of the
Plan Objection Deadline, [ a. b.
c.
d.
Plan to which the objection is made and, if practicable, proposed modification to the Plan that would resolve such objection; and e. be filed, together with proof of service, with the Court and served by personal service, overnight delivery, first class mail or facsimile, so that they are RECEIVED by the Plan Objection Deadline by the following Notice Parties:
Special Counsel to the Debtors Morrison Foerster LLP 1290 Avenue ofthe Americas New York, NY 10104-0050 Attn: James J. DeCristofaro, Esq.
Counsel to the Debtors Pepper Hamilton LLC Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Attn: David B. Stratton, Esq. James C. Carignan, Esq. Counsel to the Committee Womble, Carlyle, Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Attn: Matthew P. Ward, Esq. Steven K. Kortanek, Esq.
Voting Agent Electroglas, Inc., et al. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne US Trustee Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Attn: Jane M. Leamy, Esq. 9. time) (a date that is [ Plan Objections.
The Debtors, no later than [
] (prevailing Eastern
] days prior to the Confirmation Hearing) shall file their reply to any
10.
The Voting Deadline shall be [
] (prevailing
Eastern time); provided, however, the Debtors may extend the Voting Deadline, if necessary, without further order of this Court, to a date that is no later than [ ] Business days before
the Confirmation Hearing; provided, however, the Debtors shall provide notice of such extension to voting creditors by filing a notice on the Court's docket. 11. The Solicitation Procedures outlined in the Motion are hereby approved;
provided however, that the Debtors have reserved, subject to Court approval, the right to further amend or supplement the Solicitation Procedures to better facilitate the solicitation process. 12. The procedures for distribution of the Solicitation Package set forth in the
Motion satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules. 13. The forms ofthe Non-Voting Status Notices, substantially in the forms
attached hereto as Exhibit "2" and Exhibit "3", are hereby approved. 14. The forms of Ballots and voting instructions, substantially in the form
attached hereto as Exhibits "4A" through "4G", are hereby approved. 15. The form ofNotice ofDisputed Claim Status, substantially in the form
attached hereto as Exhibit "5" is hereby approved. 16. The form of the Confirmation Hearing Notice, substantially in the form
attached hereto as Exhibit "6", complies with the requirements of Bankruptcy Rules 2002(b), 2002(c)(3), and 2002(d), and is hereby approved. 17. All votes to accept or reject the Plan must be cast by using one of the
approved forms of Ballots. 18. All Ballots must be properly executed, completed and delivered by (a) first
class mail, in the return envelope provided with each Ballot; (b) overnight courier; or
(c) personal delivery, so that the Ballots are actually received, in any case, by the Voting Agent, no later than the Voting Deadline at the following addresses: Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne 19. The Debtors shall be excused from giving notice or providing service of
any kind upon any person or entity to whom the Debtors mailed a notice regarding the Disclosure Statement Hearing and received any of such notices returned by the United States Postal Service marked "undeliverable as addressed", "moved -left no forwarding address", or "forwarding order expired", or similar reason, unless the Debtors have been informed in writing by such person or entity of that person's or entity's new address; and the Debtors shall be excused from re-mailing such Solicitation Package, or other notices, as the case may be, to those entities whose addresses differ from the addresses in the claims register or the Debtors' records as of the Voting Record Date, except to the extent that a Solicitation Package is returned with a forwarding address listed. If a creditor has changed its mailing address after entry of this Disclosure Statement Order, the burden shall be on the creditor or party-in-interest to advise the Voting Agent and the Debtors of the new address. 20. The terms ofthis Order shall be binding upon the Debtors, all creditors of
the Debtors, and any trustees appointed in these proceedings or any trustees appointed in any subsequent proceedings under chapter 7 or chapter 11 of the Bankruptcy Code relating to the Debtors, and all other parties-in-interest. 21. All time periods set forth in this Order shall be calculated in accordance
with Fed. R. Bankr. P. 9006(a).
22.
This Court shall retain jurisdiction to hear and determine all matters
arising from the implementation of this Order. 23. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be
immediately effective and enforceable upon its entry. Dated: _ _ _ _ _ ,2010 Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
EXHIBIT 1 Disclosure Statement Notice
) ) ) ) ) ) ) )

Objection Deadline: April I, 2010 at 4:00p.m. (ET) Hearing Date: April 8, 2010 at 9:30a.m. (ET)
NOTICE OF (I) FILING OF DISCLOSURE STATEMENT AND DEADLINE AND PROCEDURES FOR FILING OBJECTIONS THERETO AND (II) HEARING ON DISCLOSURE STATEMENT TO: ALL CREDITORS, EQUITY SECURITY HOLDERS, AND OTHER PARTIES-IN-INTEREST:
PLEASE TAKE NOTICE that on March 4, 2010, the above-captioned debtors and debtors-in-possession (the "Debtors") filed the Disclosure Statement With Respect to Debtors' Plan of Liquidation Under Chapter II Of The Bankruptcy Code (the "Disclosure Statement") and the proposed Debtors' Plan of Liquidation Under Chapter II Of The Bankruptcy Code attached thereto as Appendix A (as may be amended, the "Plan"). PLEASE TAKE FURTHER NOTICE that the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") established deadlines and procedures with respect to the Plan and Disclosure Statement as follows:
1. Disclosure Statement Hearing Date. The Bankruptcy Court has fixed AprilS, 2010 at 9:30a.m. (prevailing Eastern time), or as soon thereafter as counsel can be heard, as the date and time for the hearing (the "Disclosure Statement Hearing") on the adequacy of the Disclosure Statement before the Honorable Peter J. Walsh, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Sixth Floor, Wilmington, Delaware 19801. The Disclosure Statement Hearing may be continued from time to time without further notice other than the advisement of the adjourned date(s) at the Disclosure Statement Hearing or any continued hearing.
2. Objections to Disclosure Statement. The deadline for filing and serving objections to the Disclosure Statement is Apri11, 2010 at 4:00p.m. (prevailing Eastern time). To be considered, objections, if any, to the Disclosure Statement must: (a) be made in writing; (b) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware;
(c) state the name and address ofthe objecting party and the amount and nature ofthe claim(s) or interest(s) of such party against or in the Debtors, their estates, or their property; (d) state with particularity the legal and factual bases and nature of any objection to the Disclosure Statement, including specific reference to the text ofthe Disclosure Statement to which the objection is made and, if practicable, proposed modifications to the Disclosure Statement that would resolve such objection; and (e) be filed, together with proof of service, with the Court and served by personal service, overnight delivery, first class mail or facsimile, so that they are RECEIVED no later than Aprill, 2010, at 4:00p.m. (prevailing Eastern time) by the following parties (the "Notice Parties"): (i) counsel to the Debtors, Pepper Hamilton LLP, Hercules Plaza- Suite 5100, 1313 Market Street, P.O. Box 1709, Wilmington, DE 19899-1709 (Attn: David B. Stratton and James C. Carignan); (ii) Counsel to the Official Committee of Unsecured Creditors, Womble, Carlyle, Sandridge & Rice, PLLC, 222 Delaware A venue, Suite 1501, Wilmington, DE 19801 (Attn: Matthew P. Ward); (iii) the Office of the United States Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801 (Attn: Jane M. Leamy); (iv) Special Counsel to the Debtors, Morrison & Foerster LLP, 1290 Avenue ofthe Americas, New York, NY 10104-0050 (Attn: James J. DeCristofaro); and (v) the Debtors' Voting Agent, Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Suite C, PMB 466, Encino, CA 91436 (Attn: Brian Osborne). Objections not timely filed and served in the manner set forth above shall not be considered and shall be overruled. 3. Information and Documents. Any party-in-interest wishing to obtain a copy of the Disclosure Statement, the Plan, the order approving the Disclosure Statement (when available), or any exhibits or appendices to such pleadings, may request such copies at the Debtors' expense by contacting the Debtors' Voting Agent, Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Suite C, PMB 466, Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. Any party-ininterest wishing to review any of the pleadings listed above may arrange to review such documents at the offices of the undersigned counsel to the Debtors. The documents are also available electronically (i) without charge at the Voting Agent's website, at http://www.omnimgt.com/sblite/electroglas; and (ii) for a fee on the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb. uscourts.gov. 4. This notice is not a solicitation of votes to accept or reject the Plan. Votes on the Plan may not be solicited until the proposed Disclosure Statement is approved by an order of the Bankruptcy Court.
Dated: March 4, 2010 Wilmington, Delaware
Respectfully submitted, PEPPER HAMIL TON LLP By: /s/ James C. Carignan David B. Stratton (Del. Bar ID 960) James C. Carignan (Del. Bar ID 4230) Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Attorneys for the Debtors and Debtors in Possession
EXHIBIT 2 Notice of Non-Voting Status to Unimpaired or Unclassified Claims

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) ) ) )
______________________________)
NOTICE OF NON-VOTING STATUS WITH RESPECT TO UNIMPAIRED CLASSES DEEMED TO ACCEPT THE PLAN AND UNCLASSIFIED CLAIMS PLEASE TAKE NOTICE that on [ ], the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered that certain Order (A) Approving Disclosure Statement (the "Disclosure Statement") with Respect to Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (as may be amended, modified or supplemented, the "Plan")/ (B) Fixing the Voting Record Date, (C) Approving Solicitation and Voting Procedures With Respect to Debtors' Chapter 11 Plan, (D) Approving Form of Solicitation Package and Notices, and (E) Scheduling Certain Dates in Connection Therewith (the "Disclosure Statement Order"). In the Disclosure Statement Order, among other things, the Court approved the Disclosure Statement with respect to the Plan, as containing adequate information, as required under section 1125(a) of chapter 11 oftitle 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), and authorized the Debtors to solicit acceptances of the Plan. THE PLAN, DISCLOSURE STATEMENT, DISCLOSURE STATEMENT ORDER, AND ALL OTHER MATERIALS IN THE DEBTORS' SOLICITATION PACKAGE (OTHER THAN BALLOTS) MAY BE OBTAINED AT THE DEBTORS' EXPENSE BY CONTACTING THE VOTING AGENT BY WRITING TO ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., SUITE C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, EMAIL: BOSBORNE@OMNIMGT.COM. ANY PARTY-IN-INTEREST WISHING TO REVIEW ANY OF THE PLEADINGS LISTED ABOVE MAY ARRANGE TO REVIEW SUCH DOCUMENTS AT THE OFFICES OF THE UNDERSIGNED COUNSEL TO THE DEBTORS. THE DOCUMENTS ARE ALSO AVAILABLE ELECTRONICALLY (I) WITHOUT CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE ON THE ELECTRONIC DOCKET MAINTAINED BY THE
The Debtors are Electroglas, Inc. and Electroglas International, Inc. Capitalized terms used but not defined herein shall have the meanings ascribed in the Plan or the Disclosure Statement, as applicable.
CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP://WWW.DEB.USCOURTS.GOV.
YOU ARE RECEIVING THIS NOTICE BECAUSE UNDER THE TERMS OF THE PLAN, EITHER: (A) YOUR CLAIM(S) AGAINST THE DEBTORS ARE UNIMPAIRED AND, THEREFORE, IN ACCORDANCE WITH SECTION 1126(f) OF THE BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE ACCEPTED THE PLAN AND (II) NOT ENTITLED TO VOTE ON THE PLAN; OR (B) YOUR CLAIMS ARE UNCLASSIFIED PURSUANT TO SECTION 1123(a)(l) OF THE BANKRUPTCY CODE AND THEREFORE YOU ARE NOT ENTITLED TO VOTE ON THE PLAN. ACCORDINGLY, THIS NOTICE AND THE "NOTICE OF (A) HEARING TO CONFIRM THE PLAN OF LIQUIDATION, (B) OBJECTION AND VOTING DEADLINES, (C) SOLICITATION AND VOTING PROCEDURES, AND (D) CERTAIN OTHER INFORMATION" ARE BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. ALTHOUGH YOU ARE NOT ENTITLED TO VOTE ON THE PLAN WITH RESPECT TO YOUR UNIMPAIRED CLAIM(S), YOU ARE A PARTY-IN-INTEREST IN THE DEBTORS' CHAPTER 11 CASES.
IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR INTEREST(S), YOU SHOULD CONTACT THE DEBTORS' VOTING AGENT AT THE ADDRESS, EMAIL ADDRESS OR TELEPHONE NUMBER SET FORTH ABOVE.
Dated: ],2010 Wilmington, Delaware Respectfully submitted, PEPPER HAMIL TON LLP By: --------------------David B. Stratton (Del. Bar ID 960) James C. Carignan (Del. Bar ID 4230) Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390
Attorneys for the Debtors and Debtors in Possession
EXHIBIT 3 Notice of Non-Voting Status to Impaired Classes Deemed to Reject the Plan

)
)
)
Chapter 11 Case No. 09-12416 (P JW) (Jointly Administered)
)
)
)
)
________________________________)
NOTICE OF NON-VOTING STATUS WITH RESPECT TO IMPAIRED CLASSES DEEMED TO REJECT THE PLAN PLEASE TAKE NOTICE that on [ ], the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered that certain Order (A) Approving Disclosure Statement (the "Disclosure Statement") with Respect to Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (as may be amended, modified or supplemented, the "Plan"), 2 (B) Fixing the Voting Record Date, (C) Approving Solicitation and Voting Procedures With Respect to Debtors' Chapter 11 Plan, (D) Approving Form of Solicitation Package and Notices, and (E) Scheduling Certain Dates in Connection Therewith (the "Disclosure Statement Order"). In the Disclosure Statement Order, among other things, the Court approved the Disclosure Statement with respect to the Plan, as containing adequate information, as required under section 1125(a) of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), and authorized the Debtors to solicit acceptances of the Plan. THE PLAN, DISCLOSURE STATEMENT, DISCLOSURE STATEMENT ORDER, AND ALL OTHER MATERIALS IN THE DEBTORS' SOLICITATION PACKAGE (OTHER THAN BALLOTS) MAY BE OBTAINED AT THE DEBTORS' EXPENSE BY CONTACTING THE VOTING AGENT BY WRITING TO ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., SUITE C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. ANY PARTY-IN-INTEREST WISHING TO REVIEW ANY OF THE PLEADINGS LISTED ABOVE MAY ARRANGE TO REVIEW SUCH DOCUMENTS AT THE OFFICES OF THE UNDERSIGNED COUNSEL TO THE DEBTORS. THE DOCUMENTS ARE ALSO AVAILABLE ELECTRONICALLY (I) FOR NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY
THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP://WWW.DEB. USCOURTS.GOV.
YOU ARE RECEIVING THIS NOTICE BECAUSE UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR CLAIM(S) AGAINST, OR INTEREST(S) IN, THE DEBTORS AND, THEREFORE, IN ACCORDANCE WITH SECTION 1126(g) OF THE UNITED STATES BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE REJECTED THE PLAN AND (II) NOT ENTITLED TO VOTE ON THE PLAN. ACCORDINGLY, THIS NOTICE AND THE "NOTICE OF (A) HEARING TO CONFIRM THE PLAN OF LIQUIDATION, (B) OBJECTION AND VOTING DEADLINES, (C) SOLICITATION AND VOTING PROCEDURES. AND (D) CERTAIN OTHER INFORMATION" ARE BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. ALTHOUGH YOU ARE NOT ENTITLED TO VOTE ON THE PLAN WITH RESPECT TO YOUR IMPAIRED CLAIM(S), YOU MAY BE A PARTY-IN-INTEREST IN THE DEBTORS' CHAPTER 11 CASES. IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR INTEREST(S), YOU SHOULD CONTACT THE DEBTORS' VOTING AGENT AT THE ADDRESS, EMAIL ADDRESS OR TELEPHONE NUMBER SET FORTH ABOVE.
Dated:
[ Wilmington, Delaware
Respectfully submitted, PEPPER HAMIL TON LLP By: --------------------David B. Stratton (Del. Bar ID 960) James C. Carignan (Del. Bar ID 4230) Hercules Plaza - Suite 51 00 1313 Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390
Attorneys for the Debtors and Debtors in Possession
EXHIBIT 4A Ballot for Beneficial Owners of Class 2 Secured Noteholder Claims
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Exhibit 4A NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BENEFICIAL OWNER BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
) Chapter 11
)
)
Case No. 09-12416 (PJW)
) (Jointly Administered)
) )
ELECTROGLAS, INC. BENEFICIAL OWNER BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 2- Secured Noteholder Claims) Record Date for Voting: [ ], 2010 Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This ballot (as to each, a "Beneficial Owner Ballot") is being sent to beneficial owners of those certain 6.25% fixed-rate, subordinated, convertible secured notes due 2027, payable semiannually in June and December, placed by EG by indenture dated March 26, 2007 (the "Notes") on account of such beneficial owners' claims arising under or as a result of such Notes (the "Secured Noteholder Claims"). Holders of Secured Noteholder Claims are afforded the opportunity to vote on the Plan, which may be confirmed by the Bankruptcy Court and thereby made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims voting on the Plan. The Plan may be confirmed even if the Plan is not confirmed with respect to the other Debtors. To have
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your vote count, you must complete and return this Beneficial Owner Ballot. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote. IMPORTANT
YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. YOUR CLAIM HAS BEEN PLACED IN CLASS 2 UNDER THE PLAN. IF YOU DO NOT HAVE A DISCLOSURE STATEMENT, YOU MAY OBTAIN A COPY BY CONTACTING OMNI MANAGEMENT GROUP, LLC, (THE "VOTING AGENT"), IN WRITING AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. YOU MAY ALSO OBTAIN AN ELECTRONIC COPY OF THE DISCLOSURE STATEMENT (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT (I) HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE BANKRUPTCY COURT AT HTTP://WWW.DEB.USCOURTS.GOV. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. COMPLETE, SIGN, AND DATE THIS BALLOT, AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY THE VOTING AGENT BY 4:00 P.M., (PREVAILING EASTERN ] (THE "VOTING DEADLINE"). BALLOTS CAST TIME), ON [ BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. YOUR VOTE MUST BE SUBMITTED SO THAT IT IS RECEIVED BY THE VOTING DEADLINE. IF THE BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN.
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Item 1.
Principal Amount of Notes Voted. The undersigned certifies that as ofthe [ ], 2010 voting record date, the undersigned was either the beneficial owner (the "Beneficial Owner"), or the nominee of the Beneficial Owner (the "Nominee"), of Notes in the following aggregate unpaid principal amount (insert amount in the box below). If your Notes are held by a Nominee on your behalf and you do not know the amount, please contact your Nominee immediately.
$
Item 2.
Vote. The Beneficial Owner of the Notes identified in Item 1 votes as follows (check one box only- if you do not check a box your vote will not be counted).
] to Accept the Plan. ] to Reject the Plan.
Item 3.
Identify All Other Notes Voted. By returning this Beneficial Owner Ballot, the Beneficial Owner of the Notes identified in Item 1 certifies that (a) this Beneficial Owner Ballot is the only Beneficial Owner Ballot submitted for the Notes owned by such Beneficial Owner, except for the Notes identified in the following table, and (b) all Beneficial Owner Ballots for Notes submitted by the Beneficial Owner indicate the same vote to accept or reject the Plan that the Beneficial Owner has indicated in Item 2 of this Beneficial Owner Ballot (please use additional sheets of paper if necessary): COMPLETE THIS SECTION ONLY IF YOU HAVE VOTED BALLOTS OTHER THAN THIS BENEFICIAL OWNER BALLOT
Name ofHolder !. __________ 2. _ _ _ _ _ ___ 3. _ _ _ _ _ ___ Item 4.
Account Number (If Applicable)
Principal Amount
$________________
$_________________
$_________________
Authorization. By returning this Beneficial Owner Ballot, the Beneficial Owner ofthe Notes identified in Item 1 above:
(a) authorizes and instructs its Nominee (i) to furnish the voting information and the amount ofNotes that its Nominee holds on its behalf in a master ballot (a "Master Ballot") transmitted to the Debtors or their agent, and (ii) to retain this Beneficial Owner Ballot and related information in its records for not less than one year after the Voting Deadline; (b) certifies that it (i) has full power and authority to vote to accept or reject the Plan with respect to the Notes identified in Item 1, (ii) was the ], 2010, and Beneficial Owner of the Notes described in Item 1 on [
Insert your name if the Senior Secured Notes are held by you in record name or, if held in street name, insert name of broker or bank (or its agent).
(iii) has received a copy of the Disclosure Statement and Plan (including the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement and Plan; and (c) agrees to provide proof of its authority to vote this Beneficial Owner Ballot if required or requested by the Nominee, its agent, the Voting Agent, the Debtors, or the Bankruptcy Court. By signing this Beneficial Owner Ballot, the undersigned hereby certifies that it is the Beneficial Owner of the Notes to which this Beneficial Owner Ballot pertains. Name:
--------------------------------------------------------(Print or Type)
Social Security or Federal Tax I.D. No.:--------------------------(Optional) Signature: --------------------------------------------------By: ___________________________________ (If Appropriate) Title: ____________________________________________________ (If Appropriate) Street Address: ______________________________________________ City, State, Zip Code: ____________________________________________ Telephone Number: (_ _) ________________________________________ Date Completed: ---------------------------------------------No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan.
YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY THE VOTING AGENT, BY 4:00 P.M. (PREVAILING EASTERN TIME) ON [ ], 2010, OR YOUR VOTE WILL NOT BE COUNTED. IF THE ENCLOSED ENVELOPE IS ADDRESSED TO YOUR NOMINEE, MAKE SURE YOUR NOMINEE RECEIVES YOUR BENEFICIAL OWNER BALLOT IN TIME TO SUBMIT A MASTER BALLOT ON YOUR BEHALF BEFORE THE VOTING DEADLINE.
INSTRUCTIONS FOR COMPLETING THIS BENEFICIAL OWNER BALLOT

HOW TO VOTE: 1. Debtors are soliciting the votes of holders of Class 2 - Secured Noteholder Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. These documents are also available for viewing electronically (i) for no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee on the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. 2. All capitalized terms used in this Beneficial Owner Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. 3. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. 4. You must provide all of the information requested by this Beneficial Owner Ballot. Failure to do so may result in the disqualification of your vote. 5. To have your vote count, you must complete, sign and return this Beneficial Owner Ballot to the address set forth in the enclosed pre-addressed postage-paid envelope provided. Unsigned Beneficial Owner Ballots will not be counted. The Voting Agent will not accept Beneficial Owner Ballots cast by facsimile or electronic transmission. The Voting ], 2010. The Master Ballot Deadline is 4:00p.m. (Prevailing Eastern Time) on [ cast on your behalf must be received by the Voting Agent, Omni Management Group, LLC, by the Voting Deadline. If the enclosed envelope is addressed to your Nominee, make sure your Nominee receives your Beneficial Owner Ballot in sufficient time to submit it to the Voting Agent before the Voting Deadline. 6. To complete this Beneficial Owner Ballot properly, take the following steps: a. Make sure that the information required by Item 1 has been inserted. If you do not know the aggregate unpaid principal amount of the Notes that you hold, contact your Nominee. Cast your vote either to accept or to reject the Plan by checking the proper box in Item 2 for the Notes held by you. Provide the information required by Item 3, if applicable to you.
b.
c.
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d. e. f.
Read Item 4 carefully. Sign and date your Beneficial Owner Ballot. If you believe that you have received the wrong ballot, please contact the Voting Agent, Omni Management Group, LLC at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com, immediately. If you are completing this Beneficial Owner Ballot on behalf of another person or entity, indicate your relationship with such person or entity and the capacity in which you are signing. Provide your name and mailing address (i) if different from the printed address that appears on this Beneficial Owner Ballot, or (ii) if no preprinted address appears on this Beneficial Owner Ballot. Return your Beneficial Owner Ballot using the enclosed return envelope.
g.
h.
1.
2
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7. This Beneficial Owner Ballot shall not constitute and shall not be deemed to constitute (i) a proof of claim or (ii) an equity interest or an assertion of a claim or equity interest. 8. This Beneficial Owner Ballot is not a letter of transmittal and consent and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, creditors should not surrender certificates or instruments representing or evidencing their claims, and neither the Debtors nor the Voting Agent will accept delivery of such certificates or instruments surrendered together with this Beneficial Owner Ballot. 9. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Beneficial Owner Ballots are cast by an individual voting the same Notes prior to the Voting Deadline, the Beneficial Owner Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Beneficial Owner Ballots, without prejudice to the Debtors' right to object to the validity of the latest Beneficial Owner Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, ifthe objection is sustained, to count the first Beneficial Owner Ballot for all purposes. Any Ballot that indicates neither acceptance nor rejection of the Plan will not be counted. 10. The following Beneficial Owner Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Beneficial Owner Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Beneficial Owner Ballot that is not expressly voted for acceptance or rejection of the Plan; (iv) any Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Ballot. 11. Beneficial Owners may not split their vote on the Plan with respect to their Notes. If you are submitting a vote with respect to any Senior Secured Notes that you beneficially own, you must vote all of your Senior Secured Notes in the same way (i.e., all "accept" or all "reject"). 12. Any Master Ballot that is executed, returned and indicates either an acceptance or rejection of the Plan but in which the information pertaining to the Notes being voted has been misstated or is not stated by the Nominee will be deemed to constitute a vote of the total amount of the Notes held of record or held through a Nominee by the Beneficial Owner and which could validly have been voted. 13. An authorized signatory of an eligible Beneficial Owner may execute this Beneficial Owner Ballot, but must provide the name and address of the Beneficial Owner on this Beneficial Owner Ballot and may be required to submit evidence to the Bankruptcy Court demonstrating such signatory's authorization to vote on behalf of the Beneficial Owner. Authorized signatories voting on behalf of more than one Beneficial Owner must complete a separate Beneficial Owner Ballot for each Beneficial Owner. 14. If you are both a Beneficial Owner of Notes and the registered or record holder of such Notes, but also the registered or record holder of Notes held by another party, then you need
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complete this Beneficial Owner Ballot on behalf of yourself and a Master Ballot on behalf of yourself and the other parties for which you are the registered or record holder. In such instance, you should mail such Master Ballot along with the Beneficial Owner Ballots completed by yourself and the other parties for which you are a registered or record holder to the Voting Agent. You may receive multiple mailings containing Beneficial Owner Ballots, 15. especially if you own your Notes through more than one Nominee. You should vote each Beneficial Owner Ballot that you receive for all of the Notes that you beneficially own. 16. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Beneficial Owner Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Beneficial Owner Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Beneficial Owner Ballots, nor will any of them incur any liability for failure to provide such notification.
IF YOU BELIEVE THAT YOU HAVE RECEIVED THE WRONG BALLOT OR IF YOU HAVE ANY QUESTIONS REGARDING THIS BENEFICIAL OWNER BALLOT YOU MAY CALL THE DEBTORS' VOTING AGENT, OMNI MANAGEMENT GROUP, LLC, AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA 91436 (ATTN: BRIAN OSBORNE), BLVD., STE. C, PMB 466 ENCINO, CA TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM.
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EXHIBIT4B Master Ballot for Class 2 Secured Noteholder Claims
Exhibit 4B
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS MASTER BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
) Chapter 11
)
) Case No. 09-12416 (PJW)

)
) )
ELECTROGLAS, INC. MASTER BALLOT FOR ACCEPTING OR REJECTING DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 2- Secured Noteholder Claims) Record Date for Voting: [ ], 2010
Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee ofUnsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This master ballot (as to each, a "Master Ballot") is being sent to brokers, proxy intermediaries or other nominees ofbeneficial owners (the "Beneficial Owner(s)") of those certain 6.25% fixed-rate, subordinated, convertible secured notes due 2027, payable semiannually in June and December, placed by EG by indenture dated March 26, 2007 (the "Notes") on account of such beneficial owners' claims arising under or as a result of such Notes (the "Secured Noteholder Claims"). Holders of Secured Noteholder Claims are afforded the opportunity to vote on the Plan, which may be confirmed by the Bankruptcy Court and thereby
made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims voting on the Plan. The Plan may be confirmed even if the Plan is not confirmed with respect to the other Debtors. To have the votes of Beneficial Owners count, you must complete and return this Master Ballot. You are required to deliver a beneficial owner ballot (as to each, a "Beneficial Owner Ballot") to each Beneficial Owner for whom you hold Notes, and take any action required to enable each such Beneficial Owner to timely vote its Notes to accept or reject the Plan. With regard to any Beneficial Owner Ballots returned to you, you must (1) execute the Master Ballot so as to reflect the voting instructions given to you in such Beneficial Owner Ballots and (2) forward such Master Ballot to the Voting Agent (as defined herein). If you are both the registered or record holder and Beneficial Owner of any Notes and you wish to vote such Notes, you may return either a Beneficial Owner Ballot or a Master Ballot. To the extent that you are both a Beneficial Owner and record holder for other Secured Noteholders, then you must return both a Beneficial Owner Ballot and a Master Ballot. IMPORTANT
YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU COMPLETE THIS MASTER BALLOT. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS MASTER BALLOT. PLEASE COMPLETE, SIGN, AND DATE THIS MASTER BALLOT AND RETURN IT SO THAT IT IS ACTUALLY RECEIVED BY 4:00P.M., (PREVAILING EASTERN TIME), ON [ ], 2010 (THE "VOTING DEADLINE") BY THE VOTING AGENT, OMNI MANAGEMENT GROUP, LLC (THE "VOTING AGENT"). IF THE MASTER BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, THE VOTES CONTAINED IN THE MASTER BALLOT WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN. MASTER BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. PLEASE NOTE THAT EACH BENEFICIAL OWNER MUST VOTE ALL OF ITS NOTES EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT VOTES. FOR PURPOSES OF COMPUTING THE MASTER BALLOT VOTE, EACH VOTING BENEFICIAL OWNER SHOULD BE DEEMED TO HAVE VOTED THE FULL AMOUNT OF ITS HOLDINGS OF NOTES ACCORDING TO YOUR RECORDS. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT ITS VOTE OR HAS VOTED ITS BALLOTS INCONSISTENTLY, PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. DO NOT RETURN ANY NOTES WITH THIS BALLOT. THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN.
Item 5.
Certification of Authority to Vote. The undersigned certifies that as of the [_ _], 2010 voting record date, the undersigned (please check the applicable box):
Is a broker, bank, or other nominee for the Beneficial Owners of the aggregate unpaid principal amount ofNotes listed in Item 2 below, and is the registered holder of such Notes, or Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a broker, bank, or other nominee that is the registered holder of the aggregate principal amount ofNotes listed in Item 2 below, or Has been granted a proxy (an original of which is attached hereto) from a broker, bank, or other nominee, or a Beneficial Owner, that is the registered holder of the aggregate principal amount ofNotes listed in Item 2 below,
and, accordingly, has full power and authority to vote to accept or reject the Plan on behalf of the Beneficial Owners of the Notes described in Item 2 below. Item 6.
Class 2 Claims (Notes) Vote. The undersigned transmits the following votes of Beneficial Owners in respect of their Notes, and certifies that the following Beneficial Owners of Notes, as identified by their respective customer account numbers set forth below, are Beneficial Owners of such Notes as of the [ ], 2010 voting record date and have delivered to the undersigned, as Nominee, Beneficial Owner Ballots casting such votes. Indicate in the appropriate column the aggregate principal amount voted for each account, or attach such information to this Master Ballot in the form of the following table. Please note, each Beneficial Owner must vote all its Class 2 claims (Notes) either to accept or reject the Plan, and may not split such vote.
Principal Amount ofNotes Voted to ACCEPT the Plan $ $ $ $ $ $ $ $ $ $ Principal Amount ofNotes Voted to REJECT the Plan
Your Customer Account Number for Each Beneficial Owner of Notes 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. TOTALS
OR OR OR OR OR OR OR OR OR OR
$
$ $ $ $ $ $ $ $ $ $ $
--
Item 7.
Certification as to Transcription of Information From Item 3 as to Other Notes Voted by Beneficial Owners. The undersigned certifies that it has transcribed in the following table the information, if any, provided by Beneficial Owners in Item 3 of the Beneficial Owner Ballots, identifying any other Notes for which such Beneficial Owners have submitted other Beneficial Owner Ballots:
Your Customer Account Number for Each Beneficial Owner Who Completed Item 3 of the Beneficial Owner Ballot
TRANSCRIBE FROM ITEM 3 OF BENEFICIAL OWNER BALLOTS: Account Number Name of Principal Amount of Holder Notes Voted (Transcribe from Item 3 of Beneficial Owner Ballots) (Transcribe from Item 3 of Beneficial Owner Ballots) (Transcribe from Item 3 of Beneficial Owner Ballots)
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Item 8.
Certification. By signing this Master Ballot, the undersigned certifies that (a) each Beneficial Owner ofNotes listed in Item 2, above, has been provided with a copy of the Disclosure Statement and the other applicable solicitation materials, and acknowledges that the solicitation of votes is subject to all the terms and conditions set forth in the Disclosure Statement, (b) this Master Ballot is an accurate compilation ofthe information included in the completed and executed Beneficial Owner Ballots received from the Beneficial Owners, (c) it is the record holder (or holds a written proxy to vote on behalf of such record holder) of the Notes included in this Master Ballot and/or has full power and authority to vote on account of such Notes to accept or reject the Plan, (d) it has received a duly completed and executed Beneficial Owner Ballot, and (e) it will retain in its files for disclosure to the bankruptcy court, if ordered, all ballots submitted to it, as copies thereof, for not less than one year after the Voting Deadline.
Name of Broker, Bank, or Other Nominee: (Print or Type) Name of Proxy Holder or Agent for Broker, Bank, or Other Nominee (if applicable): (Print or Type) Social Security or Federal Tax I.D. N o . : - - - - - - - - - - - - - - - - (If Applicable) Signature:-------------------------By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ (If Appropriate) Title:---------------------------(If Appropriate) Street A d d r e s s : - - - - - - - - - - - - - - - - - - - - - - - - - City, State, Zip C o d e : - - - - - - - - - - - - - - - - - - - - - - Telephone N u m b e r : - - - - - - - - - - - - - - - - - - - - - - Date C o m p l e t e d : - - - - - - - - - - - - - - - - - - - - - - - - No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan.
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, BEFORE 4:00 P.M. (PREVAILING EASTERN TIME) ON [ ], 2010 OR THE VOTES TRANSMITTED HEREBY MAY NOT BE COUNTED.
INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT 1. Debtors are soliciting the votes of holders of Class 2 - Secured Noteholder Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. These materials may also be viewed electronically (i) for free at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee at the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. 2. The Master Ballot is to be used by brokers, proxy intermediaries or other nominees of Beneficial Owners ofNotes. The Master Ballot must summarize those votes cast by Beneficial Owners to accept or to reject the Plan. 3. All capitalized terms used in this Beneficial Owner Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. 4. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. 5. You must provide all of the information requested by this Master Ballot. Failure to do so may result in the disqualification of the votes contained in this Master Ballot. 6. To have the Beneficial Owner votes count, you must complete, sign and return this Master Ballot to the address set forth in the enclosed pre-addressed postage-paid envelope provided. Unsigned Master Ballots will not be counted. The Voting Agent will not accept Master Ballots cast by facsimile or electronic transmission. The Voting Deadline is 4:00p.m. (Prevailing Eastern Time) on [__j, 2010. This Master Ballot must be received by the Voting Agent by the Voting Deadline. 7. If you are both a Beneficial Owner ofNotes and the registered or record holder of such Notes, but not the registered or record holder of Notes held by any other party, then you need only complete the Beneficial Owner Ballot, and not the Master Ballot, in order to vote your Notes. In such instance, you should send your Beneficial Owner Ballot directly to the Voting Agent. If you are both a Beneficial Owner of Notes and the registered or record holder of such Notes, and also the registered or record holder of Notes held by another party, then you need to complete the Beneficial Owner Ballot on behalf of yourself and the Master Ballot on behalf of yourself and the other parties for which you are the registered or record holder. In such instance, you should mail such Master Ballot along with the Beneficial Owner Ballots completed by yourself and the other parties for which you are a registered or record holder to the Voting Agent.
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8. If you are transmitting the votes of any Beneficial Owners of Notes other than for yourself, you may deliver the Beneficial Owner Ballot to the Beneficial Owner, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary actions to enable such Beneficial Owner to (i) complete and execute such Beneficial Owner Ballot voting to accept or reject the Plan, and (ii) return the complete, executed Beneficial Owner Ballot to you in sufficient time to enable you to complete the Master Ballot and deliver it to the Voting Agent before the Voting Deadline. 9. With respect to all Beneficial Owner Ballots returned to you, you must properly complete the Master Ballot, as follows: a. b. Check the appropriate box in Item 1 on this Master Ballot. Indicate the votes to accept or reject the Plan in Item 2 of this Master Ballot, as transmitted to you by the Beneficial Owners ofNotes. To identify such Beneficial Owners without disclosing their names, please use the customer account number assigned by you to each such Beneficial Owner, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each Beneficial Owner and the assigned number). Any Beneficial Owner Ballot or Master Ballot that is signed, dated and timely received, but does not indicate acceptance or rejection of the Plan, will not be counted for purposes of voting on the Plan. IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTE ALL ITS NOTES EITHER TO ACCEPT OR REJECT THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. Please note that Item 3 of this Master Ballot requests that you transcribe the information provided by each Beneficial Owner from Item 3 of each completed Beneficial Owner Ballot relating to other Notes voted. Review the certification in Item 4 of the Master Ballot. Sign and date the Master Ballot, and provide the remaining information requested. If additional space is required to respond to any item on the Master Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Ballot to which you are responding. Contact the Voting Agent if you need any additional information. Return the completed, executed Master Ballot so that it is actually received by the Voting Agent on or before the Voting Deadline. For each completed, executed Beneficial Owner Ballot returned to you by a Beneficial Owner, either forward such Beneficial Owner Ballot (along
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c.
d. e.
f.
g. h.
with your Master Ballot) to the Voting Agent or retain such Beneficial Owner Ballot in your files for not less than one year after the Voting Deadline.
10. This Master Ballot shall not constitute and shall not be deemed to constitute (i) a proof of claim or (ii) an equity interest or an assertion of a claim or equity interest.
11. This Master Ballot is not a letter transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, creditors should not surrender certificates or instruments representing or evidencing their claims, and neither the Debtors nor the Voting Agent will accept delivery of such certificates or instruments surrendered together with this Master Ballot. 12. Multiple Master Ballots may be completed and delivered to the Voting Agent. Votes reflected by multiple Master Ballots will be counted except to the extent that the votes thereon are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the latest Master Ballot(s) received prior to the Voting Deadline will, to the extent of such inconsistency, supersede and revoke any prior Master Ballot. If more than one Master Ballot is submitted and the later Master Ballot(s) supplements rather than supersedes earlier Master Ballot(s), please mark the subsequent Master Ballot(s) with the words "Additional Vote" or such other language as you customarily use to indicate an additional vote that is not meant to revoke an earlier vote. 13. The following Master Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Master Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Master Ballot that is not expressly voted for acceptance or rejection ofthe Plan; (iv) any Master Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Master Ballot. 14. Please note that each Beneficial Owner must vote all Notes either to accept or to reject the Plan. For purposes of computing the Master Ballot vote, each voting Beneficial Owner should be deemed to have voted the full amount of its holdings of Notes according to your records. A Beneficial Owner may not split its vote within a class. A Beneficial Owner Ballot (or multiple individual ballots) received from a Beneficial Owner that neither indicates an acceptance or rejection of the Plan will be not be counted. A Beneficial Owner Ballot (or multiple individual ballots) received from a Beneficial Owner that indicates both an acceptance and rejection of the Plan will be not be counted. 15. To avoid double counting, (i) votes cast by a Beneficial Owner will be applied against the positions held by such Nominee with respect to the Notes and (ii) that votes submitted by a Nominee on a Master Ballot not be counted in excess of the position maintained by the respective Nominee on the Voting Record Date in the Notes. 16. Any Master Ballot that is executed, returned and indicates either an acceptance or rejection of the Plan but in which the information pertaining to the Notes being voted has been misstated or is not stated by the Nominee will be deemed to constitute a vote of the total amount
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of the Notes held of record or held through a Nominee by the Beneficial Owner and which could validly have been voted. 17. No fees or commissions or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. We will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the Beneficial Owner Ballots and other enclosed materials to the Beneficial Owners ofNotes held by you as a nominee or in a fiduciary capacity. 18. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Beneficial Owner Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Beneficial Owner Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Beneficial Owner Ballots, nor will any of them incur any liability for failure to provide such notification.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE VOTING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BENEFICIAL OWNER BALLOT, DISCLOSURE STATEMENT OR OTHER RELATED MATERIALS PLEASE CONTACT THE VOTING AGENT, OMNI MANAGEMENT GROUP, LLC, AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. ELECTRONIC COPIES OF THE DISCLOSURE STATEMENT AND RELATED MATERIALS ARE AVAILABLE (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP:/IWWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE AT THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP:/IWWW.DEB.USCOURTS.GOV.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS
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EXHIBIT4C Ballot for Beneficial Owners of Class 3 Deficiency Claims
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Exhibit [
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BENEFICIAL OWNER BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
) Chapter 11
)
)
Case No. 09-12416 (PJW)
) ) ELECTROGLAS, INC.
BENEFICIAL OWNER BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 3- Deficiency Claims) Record Date for Voting: [ ], 2010
Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This ballot (as to each, a "Beneficial Owner Ballot") is being sent to beneficial owners of those certain 6.25% fixed-rate, subordinated, convertible secured notes due 2027, payable semiannually in June and December, placed by EG by indenture dated March 26, 2007 (the "Notes") on account of such beneficial owners' unsecured claims arising under or as a result of such Notes (the "Deficiency Claims"). Holders of Deficiency Claims are afforded the opportunity to vote on the Plan, which may be confirmed by the Bankruptcy Court and thereby made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims voting on the Plan. The Plan may be confirmed even if the Plan is not confirmed with respect to the other Debtors. To have your vote count, you must
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complete and return this Beneficial Owner Ballot. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote. IMPORTANT
YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. YOUR CLAIM HAS BEEN PLACED IN CLASS 3 UNDER THE PLAN. IF YOU DO NOT HAVE A DISCLOSURE STATEMENT, YOU MAY OBTAIN A COPY BY CONTACTING OMNI MANAGEMENT GROUP, LLC, (THE "VOTING AGENT"), IN WRITING AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. YOU MAY ALSO OBTAIN AN ELECTRONIC COPY OF THE DISCLOSURE STATEMENT (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT (I) HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE BANKRUPTCY COURT AT HTTP://WWW.DEB.USCOURTS.GOV. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. COMPLETE, SIGN, AND DATE THIS BALLOT, AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY THE VOTING AGENT BY 4:00P.M., (PREVAILING EASTERN ] (THE "VOTING DEADLINE"). PLEASE NOTE TIME), ON [ THAT IF YOU VOTE TO REJECT THE PLAN. YOU SHALL RECEIVE NO PLAN DISTRIBUTION OF ANY KIND OR NATURE ON ACCOUNT OF YOUR ALLOWED DEFICIENCY CLAIM. BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. YOUR VOTE MUST BE SUBMITTED SO THAT IT IS RECEIVED BY THE VOTING DEADLINE. IF THE BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN.
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Item 1.
Principal Amount of Notes Voted. The undersigned certifies that as ofthe [ ], 2010 voting record date, the undersigned was either the beneficial owner (the "Beneficial Owner"), or the nominee of the Beneficial Owner (the "Nominee"), of Notes in the following aggregate unpaid principal amount (insert amount in the box below). If your Notes are held by a Nominee on your behalf and you do not know the amount, please contact your Nominee immediately.
$
Item 2.
Vote. The Beneficial Owner ofthe Notes identified in Item 1 votes as follows (check one box only- if you do not check a box your vote will not be counted).
] to Accept the Plan. ] to Reject the Plan.
Item 3.
Identify All Other Notes Voted. By returning this Beneficial Owner Ballot, the Beneficial Owner of the Notes identified in Item 1 certifies that (a) this Beneficial Owner Ballot is the only Beneficial Owner Ballot submitted for the Notes owned by such Beneficial Owner, except for the Notes identified in the following table, and (b) all Beneficial Owner Ballots for Notes submitted by the Beneficial Owner indicate the same vote to accept or reject the Plan that the Beneficial Owner has indicated in Item 2 of this Beneficial Owner Ballot (please use additional sheets of paper if necessary): COMPLETE THIS SECTION ONLY IF YOU HAVE VOTED BALLOTS OTHER THAN THIS BENEFICIAL OWNER BALLOT
Name ofHolder 1 1. ____________ 2. _____________ 3 -----------Item 4.
Account Number (If Applicable)
Principal Amount $_________________ $_________________ $________________
Authorization. By returning this Beneficial Owner Ballot, the Beneficial Owner ofthe Notes identified in Item 1 above:
(a) authorizes and instructs its Nominee (i) to furnish the voting information and the amount of Notes that its Nominee holds on its behalf in a master ballot (a "Master Ballot") transmitted to the Debtors or their agent, and (ii) to retain this Beneficial Owner Ballot and related information in its records for not less than one year after the Voting Deadline; (b) certifies that it (i) has full power and authority to vote to accept or reject the Plan with respect to the Notes identified in Item 1, (ii) was the Beneficial Owner ofthe Notes described in Item 1 on [ ], 2010, and
Insert your name if the Senior Secured Notes are held by you in record name or, if held in street name, insert name of broker or bank (or its agent).
(iii) has received a copy of the Disclosure Statement and Plan (including the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement and Plan; and (c) agrees to provide proof of its authority to vote this Beneficial Owner Ballot if required or requested by the Nominee, its agent, the Voting Agent, the Debtors, or the Bankruptcy Court. By signing this Beneficial Owner Ballot, the undersigned hereby certifies that it is the Beneficial Owner of the Notes to which this Beneficial Owner Ballot pertains. Name: _________________________________________________________ (Print or Type) Social Security or Federal Tax I.D. No.:--------------------------------(Optional) Signature: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (If Appropriate) Title:
----------------------------------------------------(If Appropriate)
Street Address:
--------------------------------------------------
City, State, Zip Code: ------------------------------------------Telephone Number: (_ _) ---------------------------------------Date Completed: ----------------------------------------------No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY THE VOTING AGENT, BY 4:00P.M. (PREVAILING EASTERN TIME) ON [ ], 2010, OR YOUR VOTE WILL NOT BE COUNTED. IF THE ENCLOSED ENVELOPE IS ADDRESSED TO YOUR NOMINEE, MAKE SURE YOUR NOMINEE RECEIVES YOUR BENEFICIAL OWNER BALLOT IN TIME TO SUBMIT A MASTER BALLOT ON YOUR BEHALF BEFORE THE VOTING DEADLINE.
INSTRUCTIONS FOR COMPLETING THIS BENEFICIAL OWNER BALLOT

HOW TO VOTE: 1. Debtors are soliciting the votes of holders of Class 3 - Deficiency Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. These documents are also available for viewing electronically (i) for no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee on the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. 2. All capitalized terms used in this Beneficial Owner Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. 3. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, ifit is accepted by the holders oftwo-thirds"(2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. 4. You must provide all of the information requested by this Beneficial Owner Ballot. Failure to do so may result in the disqualification of your vote. 5. To have your vote count, you must complete, sign and return this Beneficial Owner Ballot to the address set forth in the enclosed pre-addressed postage-paid envelope provided. Unsigned Beneficial Owner Ballots will not be counted. The Voting Agent will not accept Beneficial Owner Ballots cast by facsimile or electronic transmission. The Voting Deadline is 4:00p.m. (Prevailing Eastern Time) on [ ], 2010. The Master Ballot cast on your behalf must be received by the Voting Agent, Omni Management Group, LLC, by the Voting Deadline. Ifthe enclosed envelope is addressed to your Nominee, make sure your Nominee receives your Beneficial Owner Ballot in sufficient time to submit it to the Voting Agent before the Voting Deadline. 6. To complete this Beneficial Owner Ballot properly, take the following steps: a. Make sure that the information required by Item 1 has been inserted. If you do not know the aggregate unpaid principal amount of the Notes that you hold, contact your Nominee. Cast your vote either to accept or to reject the Plan by checking the proper box in Item 2 for the Notes held by you. Provide the information required by Item 3, if applicable to you.
b.
c.
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d. e. f.
Read Item 4 carefully. Sign and date your Beneficial Owner Ballot. If you believe that you have received the wrong ballot, please contact the Voting Agent, Omni Management Group, LLC at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com, immediately. If you are completing this Beneficial Owner Ballot on behalf of another person or entity, indicate your relationship with such person or entity and the capacity in which you are signing. Provide your name and mailing address (i) if different from the printed address that appears on this Beneficial Owner Ballot, or (ii) if no preprinted address appears on this Beneficial Owner Ballot. Return your Beneficial Owner Ballot using the enclosed return envelope.
g.
h.
1.
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7. This Beneficial Owner Ballot shall not constitute and shall not be deemed to constitute (i) a proof of claim or (ii) an equity interest or an assertion of a claim or equity interest. 8. This Beneficial Owner Ballot is not a letter of transmittal and consent and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, creditors should not surrender certificates or instruments representing or evidencing their claims, and neither the Debtors nor the Voting Agent will accept delivery of such certificates or instruments surrendered together with this Beneficial Owner Ballot. 9. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Beneficial Owner Ballots are cast by an individual voting the same Notes prior to the Voting Deadline, the Beneficial Owner Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Beneficial Owner Ballots, without prejudice to the Debtors' right to object to the validity of the latest Beneficial Owner Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, if the objection is sustained, to count the first Beneficial Owner Ballot for all purposes. Any Ballot that indicates neither acceptance nor rejection of the Plan will not be counted. 10. The following Beneficial Owner Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Beneficial Owner Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Beneficial Owner Ballot that is not expressly voted for acceptance or rejection of the Plan; (iv) any Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Ballot. 11. Beneficial Owners may not split their vote on the Plan with respect to their Notes. If you are submitting a vote with respect to any Notes that you beneficially own, you must vote all of your Notes in the same way (i.e., all "accept" or all "reject"). 12. Any Master Ballot that is executed, returned and indicates either an acceptance or rejection of the Plan but in which the information pertaining to the Notes being voted has been misstated or is not stated by the Nominee will be deemed to constitute a vote of the total amount ofthe Notes held of record or held through a Nominee by the Beneficial Owner and which could validly have been voted. 13. An authorized signatory of an eligible Beneficial Owner may execute this Beneficial Owner Ballot, but must provide the name and address of the Beneficial Owner on this Beneficial Owner Ballot and may be required to submit evidence to the Bankruptcy Court demonstrating such signatory's authorization to vote on behalf of the Beneficial Owner. Authorized signatories voting on behalf of more than one Beneficial Owner must complete a separate Beneficial Owner Ballot for each Beneficial Owner. 14. If you are both a Beneficial Owner ofNotes and the registered or record holder of such Notes, but also the registered or record holder ofNotes held by another party, then you need
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complete this Beneficial Owner Ballot on behalf of yourself and a Master Ballot on behalf of yourself and the other parties for which you are the registered or record holder. In such instance, you should mail such Master Ballot along with the Beneficial Owner Ballots completed by yourself and the other parties for which you are a registered or record holder to the Voting Agent. 15. You may receive multiple mailings containing Beneficial Owner Ballots, especially if you own your Notes through more than one Nominee. You should vote each Beneficial Owner Ballot that you receive for all of the Notes that you beneficially own. 16. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Beneficial Owner Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Beneficial Owner Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Beneficial Owner Ballots, nor will any of them incur any liability for failure to provide such notification.
IF YOU BELIEVE THAT YOU HAVE RECEIVED THE WRONG BALLOT OR IF YOU HAVE ANY QUESTIONS REGARDING THIS BENEFICIAL OWNER BALLOT YOU MAY CALL THE DEBTORS' VOTING AGENT, OMNI MANAGEMENT GROUP, LLC, AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466 ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM.
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EXHIBIT 4D Master Ballot for Class 3 Deficiency Claims
Exhibit 4D
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS MASTER BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
) Chapter 11
)
) Case No. 09-12416 (PJW)

)
) (Jointly Administered) )
)
ELECTROGLAS, INC. MASTER BALLOT FOR ACCEPTING OR REJECTING DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
(Class 3- Deficiency Claims) Record Date for Voting: [ , 2010
Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This master ballot (as to each, a "Master Ballot") is being sent to brokers, proxy intermediaries or other nominees of beneficial owners (the "Beneficial Owner(s)") of those certain 6.25% fixed-rate, subordinated, convertible secured notes due 2027, payable semiannually in June and December, placed by EG by indenture dated March 26, 2007 (the "Notes") on account of such beneficial owners' unsecured claims arising under or as a result of such Notes (the "Deficiency Claims"). Holders of Deficiency Claims are afforded the opportunity to vote on the Plan, which may be confirmed by the Bankruptcy Court and thereby made binding on you
where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half ( 112) in number of claims voting on the Plan. The Plan may be confirmed even if the Plan is not confirmed with respect to the other Debtors. To have the votes of Beneficial Owners count, you must complete and return this Master Ballot. You are required to deliver a beneficial owner ballot (as to each, a "Beneficial Owner Ballot") to each Beneficial Owner for whom you hold Notes, and take any action required to enable each such Beneficial Owner to timely vote its Notes to accept or reject the Plan. With regard to any Beneficial Owner Ballots returned to you, you must ( 1) execute the Master Ballot so as to reflect the voting instructions given to you in such Beneficial Owner Ballots and (2) forward such Master Ballot to the Voting Agent (as defined herein). If you are both the registered or record holder and Beneficial Owner of any Notes and you wish to vote such Notes, you may return either a Beneficial Owner Ballot or a Master Ballot. To the extent that you are both a Beneficial Owner and record holder for other holders ofNotes, then you must return both a Beneficial Owner Ballot and a Master Ballot.
IMPORTANT
YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU COMPLETE THIS MASTER BALLOT. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS MASTER BALLOT. PLEASE COMPLETE, SIGN, AND DATE THIS MASTER BALLOT AND RETURN IT SO THAT IT IS ACTUALLY RECEIVED BY 4:00P.M., ], 2010 (THE "VOTING (PREVAILING EASTERN TIME), ON [ DEADLINE") BY THE VOTING AGENT, OMNI MANAGEMENT GROUP, LLC (THE "VOTING AGENT"). YOU SHOULD ADVISE EACH BENEFICIAL OWNER THAT ANY BENEFICIAL OWNER THAT VOTES TO REJECT THE PLAN SHALL RECEIVE NO PLAN DISTRIBUTION OF ANY KIND OR NATURE ON ACCOUNT OF ITS ALLOWED DEFICIENCY CLAIM. IF THE MASTER BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, THE VOTES CONTAINED IN THE MASTER BALLOT WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN. MASTER BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. PLEASE NOTE THAT EACH BENEFICIAL OWNER MUST VOTE ALL OF ITS NOTES EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT VOTES. FOR PURPOSES OF COMPUTING THE MASTER BALLOT VOTE, EACH VOTING BENEFICIAL OWNER SHOULD BE DEEMED TO HAVE VOTED THE FULL AMOUNT OF ITS HOLDINGS OF NOTES ACCORDING TO YOUR RECORDS. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT ITS VOTE OR HAS VOTED ITS BALLOTS INCONSISTENTLY, PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. DO NOT RETURN ANY NOTES WITH THIS BALLOT. THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN.
Item 1.
Certification of Authority to Vote. The undersigned certifies that as ofthe [_], 2010 voting record date, the undersigned (please check the applicable box):
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Is a broker, bank, or other nominee for the Beneficial Owners of the aggregate unpaid principal amount of Notes listed in Item 2 below, and is the registered holder of such Notes, or Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a broker, bank, or other nominee that is the registered holder of the aggregate principal amount of Notes listed in Item 2 below, or Has been granted a proxy (an original of which is attached hereto) from a broker, bank, or other nominee, or a Beneficial Owner, that is the registered holder ofthe aggregate principal amount ofNotes listed in Item 2 below,
and, accordingly, has full power and authority to vote to accept or reject the Plan on behalf of the Beneficial Owners of the Notes described in Item 2 below. Item 2.
Class 2 Claims (Notes) Vote. The undersigned transmits the following votes of Beneficial Owners in respect of their Notes, and certifies that the following Beneficial Owners of Notes, as identified by their respective customer account numbers set forth below, are Beneficial Owners of such Notes as of the [ ], 201 0 voting record date and have delivered to the undersigned, as Nominee, Beneficial Owner Ballots casting such votes. Indicate in the appropriate column the aggregate principal amount voted for each account, or attach such information to this Master Ballot in the form of the following table. Please note, each Beneficial Owner must vote all its Class 3 Deficiency Claims (Notes) either to accept or reject the Plan, and may not split such vote.
Principal Amount ofNotes Voted to ACCEPT the Plan $ $ $ $ $ $ $ $ $ $ Principal Amount of Notes Voted to REJECT the Plan
Your Customer Account Number for Each Beneficial Owner of Notes
1.
2. 3.
4. 5.
6. 7. 8. 9. 10. TOTALS
OR OR OR OR OR OR OR OR OR OR
$
$ $ $ $ $ $ $ $ $ $ $
Item 3.
Certification as to Transcription of Information From Item 3 as to Other Notes Voted by Beneficial Owners. The undersigned certifies that it has transcribed in the following table the information, if any, provided by Beneficial Owners in Item 3 of the Beneficial Owner Ballots, identifying any other Notes for which such Beneficial Owners have submitted other Beneficial Owner Ballots:
Your Customer Account Number for Each Beneficial Owner Who Completed Item 3 of the Beneficial Owner Ballot
TRANSCRIBE FROM ITEM 3 OF BENEFICIAL OWNER BALLOTS: Account Number Principal Amount of Name of Holder Notes Voted (Transcribe from Item 3 of Beneficial Owner Ballots) (Transcribe from Item 3 of Beneficial Owner Ballots) (Transcribe from Item 3 of Beneficial Owner Ballots)
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2.
3. 4. 5. 6. 7. 8. 9. 10.
Item 4.
Certification. By signing this Master Ballot, the undersigned certifies that (a) each Beneficial Owner ofNotes listed in Item 2, above, has been provided with a copy of the Disclosure Statement and the other applicable solicitation materials, and acknowledges that the solicitation of votes is subject to all the terms and conditions set forth in the Disclosure Statement, (b) this Master Ballot is an accurate compilation of the information included in the completed and executed Beneficial Owner Ballots received from the Beneficial Owners, (c) it is the record holder (or holds a written proxy to vote on behalf of such record holder) of the Notes included in this Master Ballot and/or has full power and authority to vote on account of such Notes to accept or reject the Plan, (d) it has received a duly completed and executed Beneficial Owner Ballot, and (e) it will retain in its files for disclosure to the bankruptcy court, if ordered, all ballots submitted to it, as copies thereof, for not less than one year after the Voting Deadline.
Name of Broker, Bank, or Other Nominee: (Print or Type) Name of Proxy Holder or Agent for Broker, Bank, or Other Nominee (if applicable): (Print or Type) Social Security or Federal Tax I.D. N o . : - - - - - - - - - - - - - - - - (If Applicable) Signature:--------------------------By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ___ (If Appropriate) Title:----------------------------(If Appropriate) Street A d d r e s s : - - - - - - - - - - - - - - - - - - - - - - - - - City, State, Zip C o d e : - - - - - - - - - - - - - - - - - - - - - - Telephone N u m b e r : - - - - - - - - - - - - - - - - - - - - - - - Date C o m p l e t e d : - - - - - - - - - - - - - - - - - - - - - - - - No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan.
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, BEFORE ], 2010 OR THE VOTES 4:00P.M. (PREVAILING EASTERN TIME) ON [ TRANSMITTED HEREBY MAY NOT BE COUNTED.
INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT 1. Debtors are soliciting the votes of holders of Class 3 - Deficiency Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. These materials may also be viewed electronically (i) for free at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee at the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. 2. The Master Ballot is to be used by brokers, proxy intermediaries or other nominees of Beneficial Owners ofNotes. The Master Ballot must summarize those votes cast by Beneficial Owners to accept or to reject the Plan. 3. All capitalized terms used in this Beneficial Owner Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. 4. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. 5. You must provide all ofthe information requested by this Master Ballot. Failure to do so may result in the disqualification of the votes contained in this Master Ballot. 6. To have the Beneficial Owner votes count, you must complete, sign and return this Master Ballot to the address set forth in the enclosed pre-addressed postage-paid envelope provided. Unsigned Master Ballots will not be counted. The Voting Agent will not accept Master Ballots cast by facsimile or electronic transmission. The Voting Deadline is 4:00p.m. (Prevailing Eastern Time) on[_], 2010. This Master Ballot must be received by the Voting Agent by the Voting Deadline. 7. If you are both a Beneficial Owner ofNotes and the registered or record holder of such Notes, but not the registered or record holder of Notes held by any other party, then you need only complete the Beneficial Owner Ballot, and not the Master Ballot, in order to vote your Notes. In such instance, you should send your Beneficial Owner Ballot directly to the Voting Agent. If you are both a Beneficial Owner of Notes and the registered or record holder of such Notes, and also the registered or record holder of Notes held by another party, then you need to complete the Beneficial Owner Ballot on behalf of yourself and the Master Ballot on behalf of yourself and the other parties for which you are the registered or record holder. In such instance, you should mail such Master Ballot along with the Beneficial Owner Ballots completed by yourself and the other parties for which you are a registered or record holder to the Voting Agent.
8. If you are transmitting the votes of any Beneficial Owners of Notes other than for yourself, you may deliver the Beneficial Owner Ballot to the Beneficial Owner, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary actions to enable such Beneficial Owner to (i) complete and execute such Beneficial Owner Ballot voting to accept or reject the Plan, and (ii) return the complete, executed Beneficial Owner Ballot to you in sufficient time to enable you to complete the Master Ballot and deliver it to the Voting Agent before the Voting Deadline. 9. With respect to all Beneficial Owner Ballots returned to you, you must properly complete the Master Ballot, as follows: a. b. Check the appropriate box in Item 1 on this Master Ballot. Indicate the votes to accept or reject the Plan in Item 2 of this Master Ballot, as transmitted to you by the Beneficial Owners of Notes. To identify such Beneficial Owners without disclosing their names, please use the customer account number assigned by you to each such Beneficial Owner, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each Beneficial Owner and the assigned number). Any Beneficial Owner Ballot or Master Ballot that is signed, dated and timely received, but does not indicate acceptance or rejection of the Plan, will not be counted for purposes of voting on the Plan. IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTE ALL ITS NOTES EITHER TO ACCEPT OR REJECT THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. Please note that Item 3 of this Master Ballot requests that you transcribe the information provided by each Beneficial Owner from Item 3 of each completed Beneficial Owner Ballot relating to other Notes voted. Review the certification in Item 4 of the Master Ballot. Sign and date the Master Ballot, and provide the remaining information requested. If additional space is required to respond to any item on the Master Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Ballot to which you are responding. Contact the Voting Agent if you need any additional information. Return the completed, executed Master Ballot so that it is actually received by the Voting Agent on or before the Voting Deadline. For each completed, executed Beneficial Owner Ballot returned to you by a Beneficial Owner, either forward such Beneficial Owner Ballot (along
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d. e.
f.
g. h.
with your Master Ballot) to the Voting Agent or retain such Beneficial Owner Ballot in your files for not less than one year after the Voting Deadline.
10. This Master Ballot shall not constitute and shall not be deemed to constitute (i) a proof of claim or (ii) an equity interest or an assertion of a claim or equity interest.
11. This Master Ballot is not a letter transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, creditors should not surrender certificates or instruments representing or evidencing their claims, and neither the Debtors nor the Voting Agent will accept delivery of such certificates or instruments surrendered together with this Master Ballot. 12. Multiple Master Ballots may be completed and delivered to the Voting Agent. Votes reflected by multiple Master Ballots will be counted except to the extent that the votes thereon are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the latest Master Ballot(s) received prior to the Voting Deadline will, to the extent of such inconsistency, supersede and revoke any prior Master Ballot. If more than one Master Ballot is submitted and the later Master Ballot(s) supplements rather than supersedes earlier Master Ballot(s), please mark the subsequent Master Ballot(s) with the words "Additional Vote" or such other language as you customarily use to indicate an additional vote that is not meant to revoke an earlier vote. 13. The following Master Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Master Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Master Ballot that is not expressly voted for acceptance or rejection of the Plan; (iv) any Master Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Master Ballot. 14. Please note that each Beneficial Owner must vote all Notes either to accept or to reject the Plan. For purposes of computing the Master Ballot vote, each voting Beneficial Owner should be deemed to have voted the full amount of its holdings ofNotes according to your records. A Beneficial Owner may not split its vote within a class. A Beneficial Owner Ballot (or multiple individual ballots) received from a Beneficial Owner that neither indicates an acceptance or rejection ofthe Plan will be not be counted. A Beneficial Owner Ballot (or multiple individual ballots) received from a Beneficial Owner that indicates both an acceptance and rejection of the Plan will be not be counted. 15. To avoid double counting, (i) votes cast by a Beneficial Owner will be applied against the positions held by such Nominee with respect to the Notes and (ii) that votes submitted by a Nominee on a Master Ballot not be counted in excess of the position maintained by the respective Nominee on the Voting Record Date in the Notes. 16. Any Master Ballot that is executed, returned and indicates either an acceptance or rejection ofthe Plan but in which the information pertaining to the Notes being voted has been misstated or is not stated by the Nominee will be deemed to constitute a vote of the total amount
ofthe Notes held of record or held through a Nominee by the Beneficial Owner and which could validly have been voted. 17. No fees or commissions or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. We will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the Beneficial Owner Ballots and other enclosed materials to the Beneficial Owners of Notes held by you as a nominee or in a fiduciary capacity. 18. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Beneficial Owner Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Beneficial Owner Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Beneficial Owner Ballots, nor will any of them incur any liability for failure to provide such notification.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE VOTING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BENEFICIAL OWNER BALLOT, DISCLOSURE STATEMENT OR OTHER RELATED MATERIALS PLEASE CONTACT THE VOTING AGENT, OMNI MANAGEMENT GROUP, LLC, AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE}, TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. ELECTRONIC COPIES OF THE DISCLOSURE STATEMENT AND RELATED MATERIALS ARE AVAILABLE (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP:/IWWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE AT THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP:/IWWW.DEB.USCOURTS.GOV.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS
EXHIBIT 4E Ballot for Holders of Class 4A EG General Unsecured Claims
Exhibit 4E NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
) Chapter 11
)
) Case No. 09-12416 (PJW)

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ELECTROGLAS, INC. BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 4A- EG General Unsecured Claims) Record Date for Voting: [ ], 2010 Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This ballot (as to each, a "Ballot") is being sent to holders of Class 4A EG General Unsecured Claims for their use in voting to accept or reject the Plan. The Plan is described in, and annexed to, the Disclosure Statement which accompanies this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims in each class of claims voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan accords fair and equitable treatment to the class or classes
rejecting it and otherwise satisfies the requirements of 11 U.S.C. 1129(b). To have your vote count, you must complete and return this Ballot in accordance with the instructions below. IMPORTANT YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. YOUR CLAIM HAS BEEN PLACED IN CLASS 4A UNDER THE PLAN. IF YOU DO NOT HAVE A DISCLOSURE STATEMENT, YOU MAY OBTAIN A COPY BY CONTACTING OMNI MANAGEMENT GROUP, LLC (THE "VOTING AGENT"), AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. YOU MAY ALSO OBTAIN AN ELECTRONIC COPY OF THE DISCLOSURE STATEMENT (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP://WWW.DEB.USCOURTS.GOV. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. COMPLETE, SIGN, AND DATE THIS BALLOT, AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY THE VOTING AGENT BY 4:00P.M., (PREVAILING EASTERN TIME), ON [ ] (THE "VOTING DEADLINE"). PLEASE NOTE THAT IF YOU VOTE TO REJECT THE PLAN. YOU SHALL RECEIVE NO PLAN DISTRIBUTION OF ANY KIND OR NATURE ON ACCOUNT OF YOUR ALLOWED EG GENERAL UNSECURED CLAIM. BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. YOUR VOTE MUST BE SUBMITTED SO THAT IT IS RECEIVED BY THE VOTING DEADLINE. IF THE BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN.
Item 1.
Vote on Plan. (Please check one.) The undersigned, the holder of a Class 4A Claim against EG in the unpaid amount of$ _ __
0
0
ACCEPTS (votes FOR) the Plan. REJECTS (votes AGAINST) the Plan.
PRIOR TO AND AFTER THE EFFECTIVE DATE OF THE PLAN, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE BASIS FOR OBJECTING TO CLAIMS, THE DEBTORS AND THE PLAN ADMINISTRATOR (AS DEFINED IN THE PLAN) HAVE THE POWER AND AUTHORITY TO OBJECT TO ANY AND ALL CLASS 4A CLAIMS.
Item 2.
Disclosures and Certifications.

DISCLOSURES
2.1 A Holder of Class 4A Claim is required to cast the same vote on every Ballot completed by such person or entity with respect to such Class 4A Claim; 2.2 Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, if the objection is sustained, to count the first Ballot for all purposes; 2.3 (i) The Debtors have made available to all creditors entitled to vote on the Plan or their authorized agents the Plan and Disclosure Statement and all accompanying solicitation materials, and (ii) the Plan and Disclosure Statement and all accompanying solicitation materials are the only materials that creditors are entitled to rely on with respect to the Plan; and 2.4 All authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, and legal representatives ofthe undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.
CERTIFICATIONS
Upon execution ofthis Ballot, the Holder ofthe Class 4A Claim identified in Item 1 above certifies that: (a) As ofthe Voting Record Date, [ ], either (i) such person or entity is the Holder of the Class 4A Claim in the aggregate amount indicated in Item 1 or (ii) such person or entity is an authorized signatory for the person or entity which is the Holder of the Class 4A Claim in the aggregate amount indicated in Item 1; (b) Such person or entity (or in the case of an authorized signatory, the Holder) is eligible to be treated as the Holder of such Class 4A Claim in Item 1 for the purposes of voting on the Plan; and (c) Such person or entity (or in the case of an authorized signatory, the Holder) has reviewed and understands the disclosures in the section titled "Disclosures" immediately above. Name:
----------------------------------------------------------(Print or Type)
Social Security or Federal Tax J.D. No.:----------------------------------(Optional) Signature: ------------------------------------------------------By: _________________________________________________________ (If Appropriate) Title: -----------------------------------------------------------(If Appropriate) Street Address: ----------------------------------------------------City, State, Zip Code: --------------------------------------------Telephone Number: (_ _) -----------------------------------------Date Completed: ---------------------------------------------------No fees, commissions, or other remuneration will be payable to any person for soliciting votes on the Plan.
PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE RECEIVED, AT THE ADDRESSES LISTED BELOW BY 4:00 P.M. (PREVAILING EASTERN TIME) ON OR BEFORE [ ], OR YOUR VOTE WILL NOT BE COUNTED. Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste. C PMB 466 Encino, CA 91436 Attn: Brian Osborne PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED BY THIS BALLOT.
VOTING INSTRUCTIONS
1. Debtors are soliciting the votes of holders of Class 4A Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent in writing at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 9068300, E-mail: bosborne@omnimgt.com. In addition, these materials can be viewed electronically (i) at no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee at the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. All capitalized terms used in this Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. To ensure that your vote is counted, you must complete and return this Ballot as follows: (a) indicate your decision either to accept or reject the Plan in the boxes provided in Item 1 of the Ballot, and (b) review the Disclosures and Certifications in Item 2 and sign and return the Ballot in the enclosed pre-addressed, postage pre-paid envelope so that it is ACTUALLY RECEIVED by the Voting Agent by the Voting Deadline, [ ] at 4:00p.m. (Prevailing Eastern Time). If a Ballot is received after the Voting Deadline, it will not be counted. The method of delivery of a Ballot to the Voting Agent is at the election and risk of each entity. Except as otherwise provided herein, such delivery will be deemed made only when the original executed Ballot is ACTUALLY RECEIVED by the Voting Agent. Sufficient time should be allowed to assure timely delivery. Delivery of a Ballot by facsimile transmission, e-mail or any other electronic means will not be valid. This Ballot should not be sent to the Debtors, any of their agents (other than the Voting Agent) or the Debtors' financial or legal advisors. You must vote all of your Claims within a particular Plan class either to accept or reject the Plan and may not split your vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the
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latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, ifthe objection is sustained, to count the first Ballot for all purposes. 8. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of claim or equity interest or an assertion or admission of a claim or equity interest. The following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Ballot cast for a claim scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (iv) any Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Ballot. Please be sure to sign and date your Ballot. If you are signing the Ballot as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Voting Agent, the Debtors, or the Bankruptcy Court, must submit proper evidence satisfactory to the requesting party to so act on behalf of the Holder of the Claim. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached, to the Ballot. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. If you have any questions regarding the Ballot, please contact the Voting Agent immediately. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan.
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PLEASE DELIVER YOUR BALLOT PROMPTLY.

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THESE VOTING INSTRUCTIONS, PLEASE CONTACT THE VOTING AGENT.
EXHIBIT 4F Ballot for Holders of Class 4B Ell General Unsecured Claims
Exhibit 4F
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
)
In re: ELECTROGLAS INTERNATIONAL, INC., Debtor.
) Chapter 11
)
) Case No. 09-12417 (PJW)

)
) )
ELECTROGLAS INTERNATIONAL, INC. BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 4B- Ell General Unsecured Claims) Record Date for Voting: [ , 2010
Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This ballot (as to each, a "Ballot") is being sent to holders of Class 4B Ell General Unsecured Claims for their use in voting to accept or reject the Plan. The Plan is described in, and annexed to, the Disclosure Statement which accompanies this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (112) in number of claims in each class of claims voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan accords fair and equitable treatment to the class or classes rejecting it and otherwise satisfies the requirements of 11 U.S.C. 1129(b). To have your vote count, you must complete and return this Ballot in accordance with the instructions below.
IMPORTANT
YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. YOUR CLAIM HAS BEEN PLACED IN CLASS 4B UNDER THE PLAN. IF YOU DO NOT HAVE A DISCLOSURE STATEMENT, YOU MAY OBTAIN A COPY BY CONTACTING OMNI MANAGEMENT GROUP, LLC, (THE "VOTING AGENT"), AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. YOU MAY ALSO OBTAIN AN ELECTRONIC COPY OF THE DISCLOSURE STATEMENT (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP://WWW.DEB.USCOURTS.GOV. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. COMPLETE, SIGN, AND DATE THIS BALLOT, AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY THE VOTING AGENT BY 4:00 P.M., (PREVAILING EASTERN TIME), ON [ ] (THE "VOTING DEADLINE"). PLEASE NOTE THAT IF YOU VOTE TO REJECT THE PLAN. YOU SHALL RECEIVE NO PLAN DISTRIBUTION OFF ANY KIND OR NATURE ON ACCOUNT OF YOUR ALLOWED Ell GENERAL UNSECURED CLAIM. BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. YOUR VOTE MUST BE SUBMITTED SO THAT IT IS RECEIVED BY THE VOTING DEADLINE. IF THE BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN.
Item 1.
Vote on Plan. (Please check one.) The undersigned, the holder of a Class 4B Claim against Ell in the unpaid amount of$ _ __
PRIOR TO AND AFTER THE EFFECTIVE DATE OF THE PLAN, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE BASIS FOR OBJECTING TO CLAIMS, THE DEBTORS AND THE PLAN ADMINISTRATOR (AS DEFINED IN THE PLAN) HAVE THE POWER AND AUTHORITY TO OBJECT TO ANY AND ALL CLASS 4B CLAIMS. Item 2. Disclosures and Certifications. DISCLOSURES 2.1 A Holder of Class 4B Claim is required to cast the same vote on every Ballot completed by such person or entity with respect to such Class 4B Claim; 2.2 Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 30 18(a) and, if the objection is sustained, to count the first Ballot for all purposes; 2.3 (i) The Debtors have made available to all creditors entitled to vote on the Plan or their authorized agents the Plan and Disclosure Statement and all accompanying solicitation materials, and (ii) the Plan and Disclosure Statement and all accompanying solicitation materials are the only materials that creditors are entitled to rely on with respect to the Plan; and 2.4 All authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. CERTIFICATIONS Upon execution of this Ballot, the Holder ofthe Class 4B Claim identified in Item 1 above certifies that:
(a) As ofthe Voting Record Date, [ ], either (i) such person or entity is the Holder of the Class 4B Claim in the aggregate amount indicated in Item 1 or (ii) such person or entity is an authorized signatory for the person or entity which is the Holder of the Class 4B Claim in the aggregate amount indicated in Item 1; (b) Such person or entity (or in the case of an authorized signatory, the Holder) is eligible to be treated as the Holder of such Class 4B Claim in Item 1 for the purposes of voting on the Plan; and Such person or entity (or in the case of an authorized signatory, the (c) Holder) has reviewed and understands the disclosures in the section titled "Disclosures" immediately above. Name: ___________________________________________________________ (Print or Type) Social Security or Federal Tax I.D. No.:----------------------------------(Optional) Signature: ------------------------------------------------------By: ___________________________________________________________
(If Appropriate) Title: ----------------------------------------------------------(If Appropriate) Street Address: ----------------------------------------------------City, State, Zip Code:--------------------------------------------Telephone Number: (_ _) ----------------------------------------Date Completed: ---------------------------------------------------No fees, commissions, or other remuneration will be payable to any person for soliciting votes on the Plan.
PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE RECEIVED, AT THE ADDRESSES LISTED BELOW BY 4:00 P.M. (PREVAILING EASTERN TIME) ON OR BEFORE [ ], OR YOUR VOTE WILL NOT BE COUNTED. Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste. C PMB466 Encino, CA 91436 Attn: Brian Osborne PLEASE MAKE SURE YOU HAVE PROVIDED
ALL INFORMATION REQUESTED BY THIS BALLOT.
VOTING INSTRUCTIONS
1.
Debtors are soliciting the votes of holders of Class 4B Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent in writing at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 9068300, E-mail: bosborne@omnimgt.com. In addition, these materials are available for viewing electronically (i) at no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee by accessing the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. All capitalized terms used in this Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (112) in number of claims in each impaired class voting on the Plan. To ensure that your vote is counted, you must complete and return this Ballot as follows: (a) indicate your decision either to accept or reject the Plan in the boxes provided in Item 1 of the Ballot, and (b) review the Disclosures and Certifications in Item 2 and sign and return the Ballot in the enclosed pre-addressed, postage pre-paid envelope so that it is ACTUALLY RECEIVED by the Voting Agent by the Voting Deadline, [ ] at 4:00p.m. (Prevailing Eastern Time). If a Ballot is received after the Voting Deadline, it will not be counted. The method of delivery of a Ballot to the Voting Agent is at the election and risk of each entity. Except as otherwise provided herein, such delivery will be deemed made only when the original executed Ballot is ACTUALLY RECEIVED by the Voting Agent. Sufficient time should be allowed to assure timely delivery. Delivery of a Ballot by facsimile transmission, e-mail or any other electronic means will not be valid. This Ballot should not be sent to the Debtors, any of their agents (other than the Voting Agent) or the Debtors' financial or legal advisors. You must vote all of your Claims within a particular Plan class either to accept or reject the Plan and may not split your vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the
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latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, ifthe objection is sustained, to count the first Ballot for all purposes. 8. 9. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of claim or equity interest or an assertion or admission of a claim or equity interest. The following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Ballot cast for a claim scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (iv) any Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Ballot. Please be sure to sign and date your Ballot. If you are signing the Ballot as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Voting Agent, the Debtors, or the Bankruptcy Court, must submit proper evidence satisfactory to the requesting party to so act on behalf of the Holder of the Claim. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached, to the Ballot. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. If you have any questions regarding the Ballot, please contact the Voting Agent immediately. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan. PLEASE DELIVER YOUR BALLOT PROMPTLY. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THESE VOTING INSTRUCTIONS, PLEASE CONTACT THE VOTING AGENT.
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EXHIBIT4G Ballot for Holders of Class 5 Convenience Claims
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Exhibit 4G NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) ) Chapter 11
)
In re: ELECTROGLAS, INC., et al. 1 Debtors.
) Case No. 09-12416 (PJW)

)
) )
ELECTROGLAS, INC. BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (Class 5- Convenience Claims) Record Date for Voting: [ ], 2010 Electroglas, Inc. ("EG") and Electroglas International, Inc. ("Ell") as debtors and debtors in possession in the above-captioned case (collectively, the "Debtors") and the Official Committee of Unsecured Creditors (the "Committee"), have filed the Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (the "Plan"). The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has approved the Disclosure Statement With Respect to the Plan (the "Disclosure Statement"), which provides information to assist you in whether to accept or reject the Plan. Bankruptcy Court approval of the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. This ballot (as to each, a "Ballot") is being sent to holders of Class 5 Convenience Claims for their use in voting to accept or reject the Plan. The Plan is described in, and annexed to, the Disclosure Statement which accompanies this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you where the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of claims in each class of claims voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan accords fair and equitable treatment to the class or classes rejecting it and otherwise
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satisfies the requirements of 11 U.S.C. 1129(b). To have your vote count, you must complete and return this Ballot in accordance with the instructions below. IMPORTANT YOU SHOULD REVIEW THE DISCLOSURE STATEMENT AND THE PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. YOUR CLAIM HAS BEEN PLACED IN CLASS 5 UNDER THE PLAN. IF YOU DO NOT HAVE A DISCLOSURE STATEMENT, YOU MAY OBTAIN A COPY BY CONTACTING OMNI MANAGEMENT GROUP, LLC, (THE "VOTING AGENT"), AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. YOU MAY ALSO OBTAIN AN ELECTRONIC COPY OF THE DISCLOSURE STATEMENT (I) AT NO CHARGE AT THE VOTING AGENT'S WEBSITE AT HTTP://WWW.OMNIMGT.COM/SBLITE/ELECTROGLAS AND (II) FOR A FEE BY ACCESSING THE ELECTRONIC DOCKET BEING MAINTAINED BY THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE AT HTTP://WWW.DEB.USCOURTS.GOV. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS BALLOT. COMPLETE, SIGN, AND DATE THIS BALLOT, AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY THE VOTING AGENT BY 4:00 P.M., (PREVAILING EASTERN TIME), ON [ ] (THE "VOTING DEADLINE"). BALLOTS CAST BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE COUNTED. YOUR VOTE MUST BE SUBMITTED SO THAT IT IS RECEIVED BY THE VOTING DEADLINE. IF THE BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN.
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Item 1.
Vote on Plan. (Please check one.) The undersigned, the holder of a Class 5 Claim in the unpaid amount of$ _ __
0 0
PRIOR TO AND AFTER THE EFFECTIVE DATE OF THE PLAN, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE BASIS FOR OBJECTING TO CLAIMS, THE DEBTORS AND THE PLAN ADMINISTRATOR (AS DEFINED IN THE PLAN) HAVE THE POWER AND AUTHORITY TO OBJECT TO ANY AND ALL CLASS 5 CLAIMS.
Item 2.
Disclosures and Certifications.

DISCLOSURES
2.1 A Holder of Class 5 Claim is required to cast the same vote on every Ballot completed by such person or entity with respect to such Class 5 Claim; 2.2 Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis permitted by law, including under Bankruptcy Rule 3018(a) and, ifthe objection is sustained, to count the first Ballot for all purposes; 2.3 (i) The Debtors have made available to all creditors entitled to vote on the Plan or their authorized agents the Plan and Disclosure Statement and all accompanying solicitation materials, and (ii) the Plan and Disclosure Statement and all accompanying solicitation materials are the only materials that creditors are entitled to rely on with respect to the Plan; and 2.4 All authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.
CERTIFICATIONS
Upon execution of this Ballot, the Holder of the Class 5 Claim identified in Item 1 above certifies that:
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(a) As of the Voting Record Date, [ ], either (i) such person or entity is the Holder of the Class 5 Claim in the aggregate amount indicated in Item 1 or (ii) such person or entity is an authorized signatory for the person or entity which is the Holder of the Class 5 Claim in the aggregate amount indicated in Item 1; (b) Such person or entity (or in the case of an authorized signatory, the Holder) is eligible to be treated as the Holder of such Class 5 Claim in Item 1 for the purposes of voting on the Plan; and Such person or entity (or in the case of an authorized signatory, the (c) Holder) has reviewed and understands the disclosures in the section titled "Disclosures" immediately above. Name:
-------------------------------------------------------------(Print or Type)
Social Security or Federal Tax I.D. No.: ----------------------------------(Optional) Signature: ___________________________________________________________ By: _________________________________________________________ (If Appropriate) Title: ------------------------------------------------(If Appropriate) Street Address: ------------------------------------------------------City, State, Zip C o d e : - - - - - - - - - - - - - - - - - - - - - - - - Telephone Number: (___) - - - - - - - - - - - - - - - - - - - - - - Date Completed: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - No fees, commissions, or other remuneration will be payable to any person for soliciting votes on the Plan.
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PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE RECEIVED, AT THE ADDRESSES LISTED BELOW BY 4:00P.M. (PREVAILING EASTERN TIME) ON OR BEFORE [ ], OR YOUR VOTE WILL NOT BE COUNTED. Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste. C PMB 466 Encino, CA 91436 Attn: Brian Osborne PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED BY THIS BALLOT.
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VOTING INSTRUCTIONS
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Debtors are soliciting the votes of holders of Class 5 Claims described in the Disclosure Statement and Plan. The Disclosure Statement, Plan, Disclosure Statement Order, and certain other materials contained in the Debtors' solicitation materials are included in the packet you are receiving with this Ballot. These materials, and all other solicitation materials, are also available for viewing by contacting the Debtors' Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Ste. C, PMB 466 Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300, E-mail: bosborne@omnimgt.com. These materials may also be viewed electronically (i) at no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee at the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov. All capitalized terms used in this Ballot or in these instructions but not otherwise defined herein shall have the meaning ascribed to them in the Disclosure Statement or the Plan, as the case may be. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on all holders, if it is accepted by the holders of two-thirds (2/3) in amount and more than onehalf (1/2) in number of claims in each impaired class voting on the Plan. To ensure that your vote is counted, you must complete and return this Ballot as follows: (a) indicate your decision either to accept or reject the Plan in the boxes provided in Item 1 of the Ballot, and (b) review the Disclosures and Certifications in Item 2 and sign and return the Ballot in the enclosed pre-addressed, postage pre-paid envelope so that it is ACTUALLY RECEIVED by the Voting Agent by the Voting Deadline, [ ] at 4:00p.m. (Prevailing Eastern Time). If a Ballot is received after the Voting Deadline, it will not be counted. The method of delivery of a Ballot to the Voting Agent is at the election and risk of each entity. Except as otherwise provided herein, such delivery will be deemed made only when the original executed Ballot is ACTUALLY RECEIVED by the Voting Agent. Sufficient time should be allowed to assure timely delivery. Delivery of a Ballot by facsimile transmission, e-mail or any other electronic means will not be valid. This Ballot should not be sent to the Debtors, any of their agents (other than the Voting Agent) or the Debtors' financial or legal advisors. You must vote all of your Claims within a particular Plan class either to accept or reject the Plan and may not split your vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots are cast voting the same claim prior to the Voting Deadline, the Ballot dated latest, but received prior to the Voting Deadline, will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots, without prejudice to the Debtors' right to object to the validity of the latest Ballot, if otherwise in compliance with the provisions set forth herein, on any basis
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permitted by law, including under Bankruptcy Rule 3018(a) and, if the objection is sustained, to count the first Ballot for all purposes. 8. 9. 10. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of claim or equity interest or an assertion or admission of a claim or equity interest. The following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot that is illegible or contains insufficient information to permit the identification of the creditor; (ii) any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote on the Plan; (iii) any Ballot cast for a claim scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (iv) any Ballot sent to the Voting Agent by facsimile or other electronic means; and (v) any unsigned Ballot. Please be sure to sign and date your Ballot. If you are signing the Ballot as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Voting Agent, the Debtors, or the Bankruptcy Court, must submit proper evidence satisfactory to the requesting party to so act on behalf of the Holder of the Claim. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached, to the Ballot. Unless otherwise directed by the Bankruptcy Court, delivery of a defective or irregular Ballot will not be deemed to have been made until such defect or irregularity has been cured or waived by the Debtors. Any waiver by the Debtors of defects or irregularities in any Ballot will be detailed in the Voting Report filed with the Bankruptcy Court by the Voting Agent. Neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. If you have any questions regarding the Ballot, please contact the Voting Agent immediate! y. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan.
PLEASE DELIVER YOUR BALLOT PROMPTLY.
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IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THESE VOTING INSTRUCTIONS, PLEASE CONTACT THE VOTING AGENT.
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EXHIBIT 5 Notice of Disputed Claim Status

) ) ) ) ) ) )
________________________________)
NOTICE OF DISPUTED CLAIM STATUS
On [ ] , the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered that certain Order (A) Approving Disclosure Statement (the "Disclosure Statement") with Respect to Debtors' Plan of Liquidation Under Chapter 11 Of The Bankruptcy Code (as may be amended, modified or supplemented, the "Plan"), 2 (B) Fixing the Voting Record Date, (C) Approving Solicitation and Voting Procedures With Respect to Debtors' Chapter 11 Plan, (D) Approving Form of Solicitation Package and Notices, and (E) Scheduling Certain Dates in Connection Therewith (the "Disclosure Statement Order"). In the Disclosure Statement Order, among other things, the Bankruptcy Court approved the Disclosure Statement with respect to the Plan, as containing adequate information, as required under section 1125(a) of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), and authorized the Debtors to solicit acceptances ofthe Plan.
UNDER THE BANKRUPTCY CODE, ONLY HOLDERS OF ALLOWED CLAIMS OR INTERESTS MAY VOTE TO ACCEPT OR REJECT A CHAPTER 11 PLAN. YOUR CLAIM(S) OR INTEREST(S) HAVE BEEN IDENTIFIED AS UNLIQUIDATED, CONTINGENT OR DISPUTED, OR SCHEDULED AS ZERO OR IN AN UNKNOWN AMOUNT. IF YOU WISH TO DISPUTE THIS CLASSIFICATION AND SEEK TEMPORARY ALLOWANCE OF YOUR CLAIM FOR VOTING PURPOSES, YOU MUST FILE WITH THE BANKRUPTCY COURT AND SERVE A MOTION PURSUANT TO BANKRUPTCY RULE 3018(A) (EACH A "RULE 3018(A) MOTION") SEEKING TEMPORARY ALLOWANCE OF A CLAIM FOR VOTING PURPOSES. A RULE 3018 MOTION MUST BE FILED BY [ ] AT 4:00 PM (PREVAILING EASTERN TIME) (THE "RULE 3018(A) MOTION DEADLINE"). RULE 3018(A) MOTIONS MUST: (I) BE MADE IN WRITING, (II) COMPLY WITH THE BANKRUPTCY CODE, THE BANKRUPTCY RULES, AND THE LOCAL RULES OF PRACTICE AND PROCEDURE FOR THE UNITED STATES
BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, (III) SET FORTH THE NAME OF THE PARTY ASSERTING THE RULE 3018(A) MOTION, (IV) STATE WITH PARTICULARITY THE LEGAL AND FACTUAL BASES FOR THE RULE 3018(A) MOTION, (V) BE FILED WITH THE BANKRUPTCY COURT, TOGETHER WITH PROOF OF SERVICE, NO LATER THAN THE RULE 3018(A) MOTION DEADLINE, AND (VI) BE SERVED BY PERSONAL SERVICE, OVERNIGHT DELIVERY, FIRST CLASS MAIL, OR FACSIMILE, SO AS TO BE RECEIVED BY THE NOTICE PARTIES (AS DEFINED BELOW) NO LATER THAN THE RULE 3018(A) MOTION DEADLINE. ANY PARTY TIMELY FILING AND SERVING A RULE 3018(A) MOTION WILL BE PROVIDED A BALLOT AND BE PERMITTED TO CAST A PROVISIONAL VOTE TO ACCEPT OR REJECT THE PLAN. ANY ISSUES RAISED BY A RULE 3018(A) MOTION THAT ARE NOT RESOLVED BETWEEN THE PARTIES WILL BE CONSIDERED AT CONFIRMATION HEARING. THE PROCEDURES FOR FILING A RULE 3018 MOTION, INCLUDING THE RULE 3018(A) MOTION DEADLINE ARE ESTABLISHED BY THE DISCLOSURE STATEMENT ORDER. IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR INTEREST(S), YOU SHOULD CONTACT THE VOTING AGENT AT ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, EMAIL: BOSBORNE@OMNIMGT.COM. HEARING TO CONFIRM THE PLAN. The Bankruptcy Court has fixed [ 1 (prevailing Eastern time) (the "Confirmation Hearing Date"), or as soon thereafter as counsel may be heard, as the date and time for the hearing to consider confirmation of the Plan (the "Confirmation Hearing"). The Confirmation Hearing will be before the Honorable Peter J. Walsh, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Sixth Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or in the agenda for such hearing, and the Plan may be further modified, if necessary, pursuant to 11 U.S.C. 1127 prior to, during, or as a result of the Confirmation Hearing, without further notice to parties-ininterest. PLAN OBJECTION DEADLINE. The Bankruptcy Court has fixed [ ] at [ ] (prevailing Eastern time) (the "Plan Objection Deadline") as the deadline for filing and serving objections to confirmation of the Plan. To be considered, objections, if any, to the Plan must: (a) be made in writing; (b) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; (c) state the name and address ofthe objecting party and the amount and nature ofthe claim or interest of such party against or in the Debtors, their estates, or their property; (d) state with particularity the legal and factual bases and nature of any objection to the Plan, including specific reference to the text ofthe Plan to which the objection is made and, if practicable, proposed modifications to the Plan that would resolve such objection; and (e) be filed, together
with proof of service, with the Bankruptcy Court and served by personal service, overnight delivery, first class mail or facsimile, so that they are RECEIVED no later than the Plan Objection Deadline by the following parties (the "Notice Parties"): Special Counsel to the Debtors Morrison Foerster LLP 1290 Avenue of the Americas New York, NY 10104-0050 Attn: James J. DeCristofaro, Esq. Counsel to the Debtors Pepper Hamilton LLC Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Attn: David B. Stratton, Esq. James C. Carignan, Esq. Counsel to the Committee Womble, Carlyle, Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Attn: Matthew P. Ward, Esq. Steven K. Kortanek, Esq.
Voting Agent Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne US Trustee Office ofthe United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Attn: Jane M. Leamy, Esq.
VOTING RECORD DATE.
_ __.], 2010 is the record date (the "Voting Record Date") for purposes of determining which parties are entitled to vote on the Plan. VOTING DEADLINE. _ __.], 2010 at 4:00p.m. (prevailing Eastern time) is the voting deadline (the "Voting Deadline"). All Ballots must be received by the Voting Agent by the Voting Deadline. Voting Instructions will be sent with the ballots.
COPIES OF SOLICITATION PACKAGE MATERIALS, INCLUDING DISCLOSURE STATEMENT AND PLAN.

The Plan, Disclosure Statement, Disclosure Statement Order, and all other materials in the Debtors' Solicitation Package (other than Ballots) may be obtained at the Debtors' expense by contacting the Voting Agent at ELECTROGLAS, INC., C/0 OMNI MANAGEMENT GROUP, LLC, 16161 VENTURA BLVD., STE. C, PMB 466, ENCINO, CA 91436 (ATTN: BRIAN OSBORNE), TELEPHONE: (818) 906-8300, E-MAIL: BOSBORNE@OMNIMGT.COM. Any party-in-interest wishing to review any of the pleadings listed above may arrange to review such documents (i) for no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee by accessing the electronic docket being maintained by the Clerk of the United States Bankruptcy Court for the District of Delaware, at http://www.deb.uscourts.gov.
Dated:
],2010 Wilmington, Delaware
Respectfully submitted, PEPPER HAMIL TON LLP By: --------------------David B. Stratton (Del. Bar ID 960) James C. Carignan (Del. Bar ID 4230) Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Attorneys for the Debtors and Debtors in Possession
EXHIBIT 6 Confirmation Hearing Notice

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_____________________________)
NOTICE OF (A) HEARING TO CONFIRM PLAN OF REORGANIZATION, (B) OBJECTION AND VOTING DEADLINES, (C) SOLICITATION AND VOTING PROCEDURES, AND (D) CERTAIN OTHER INFORMATION DISCLOSURE STATEMENT AND SOLICITATION PROCEDURES APPROVED.
On [ ], the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered that certain Order (A) Approving Disclosure Statement (the "Disclosure Statement") with Respect to Debtors' Plan of Liquidation Under Chapter 11 OfThe Bankruptcy Code (as may be amended, modified or supplemented, the "Plan"), 2 (B) Fixing the Voting Record Date, (C) Approving Solicitation and Voting Procedures With Respect to Debtors' Chapter 11 Plan, (D) Approving Form of Solicitation Package and Notices, and (E) Scheduling Certain Dates in Connection Therewith (the "Disclosure Statement Order"). In the Disclosure Statement Order, among other things, the Bankruptcy Court approved the Disclosure Statement with respect to the Plan, as containing adequate information, as required under section 1125(a) of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), and authorized the Debtors to solicit acceptances ofthe Plan.
HEARING TO CONFIRM THE PLAN.

The Bankruptcy Court has fixed [ at [ (prevailing Eastern time) (the "Confirmation Hearing Date"), or as soon thereafter as counsel may be heard, as the date and time for the hearing to consider confirmation of the Plan (the "Confirmation Hearing"). The Confirmation Hearing will be before the Honorable Peter J. Walsh, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Sixth Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or in the agenda for such hearing, and the Plan may be further modified, if necessary, pursuant to 11 U.S.C. 1127
prior to, during, or as a result of the Confirmation Hearing, without further notice to parties-ininterest.
PLAN OBJECTION DEADLINE.
The Bankruptcy Court has fixed [ at [ ] (prevailing Eastern time) (the "Plan Objection Deadline") as the deadline for filing and serving objections to confirmation of the Plan. To be considered, objections, if any, to the Plan must: (a) be made in writing; (b) comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; (c) state the name and address ofthe objecting party and the amount and nature ofthe claim(s) or interest(s) of such party against or in the Debtors, their estates, or their property; (d) state with particularity the legal and factual bases and nature of any objection to the Plan, including specific reference to the text of the Plan to which the objection is made and, if practicable, proposed modifications to the Plan that would resolve such objection; and (e) be filed, together with proof of service, with the Bankruptcy Court and served by personal service, overnight delivery, first class mail or facsimile, so that they are RECEIVED no later than the Plan Objection Deadline by the following parties (the "Notice Parties"): Special Counsel to the Debtors Morrison Foerster LLP 1290 Avenue ofthe Americas New York, NY 10104-0050 Attn: James J. DeCristofaro, Esq. Counsel to the Debtors Pepper Hamilton LLC Hercules Plaza- Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Attn: David B. Stratton, Esq. James C. Carignan, Esq. Counsel to the Committee Womble, Carlyle, Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Attn: Matthew P. Ward, Esq. Steven K. Kortanek, Esq.
Voting Agent Electroglas, Inc. c/o Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 466 Encino, CA 91436 Attn: Brian Osborne US Trustee Office ofthe United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware 19801 Attn: Jane M. Leamy, Esq.
VOTING RECORD DATE. [_ _ ], 2010 is the record date (the "Voting Record Date") for purposes of determining which parties are entitled to vote on the Plan. VOTING DEADLINE. [_ _], 2010 at 4:00p.m. (prevailing Eastern time) is the voting deadline (the "Voting Deadline"). All Ballots must be received by the Voting Agent by the Voting Deadline. Voting Instructions will be sent with the ballots. EXCULPATORY, INJUNCTIVE AND RELEASE PROVISIONS. The following are summaries of the exculpatory injunctive and release provisions that the Debtors will be seeking under the Plan: Except as otherwise expressly provided in the Plan, the Confirmation Order or a separate order of the Bankruptcy Court, all Entities who have held, hold or may hold Claims against the Debtors and/or their estates, are permanently enjoined, from and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtors on account of any such Claim, (c) creating, perfecting or enforcing any Lien or encumbrance of any kind against the Debtors or against the property of the Debtors, (d) asserting any right of setoff or subrogation of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors, and (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any claims and Causes of Action which are extinguished, dismissed or released pursuant to the Plan. Such injunction shall extend to successors of the Debtors and their property and interests in property. Neither the Debtors, the Committee, nor any of their respective members, officers, directors, employees, advisors, professionals or agents shall have or incur any liability to any holder of a Claim or Equity Interest for any act or omission in connection with, related to, or arising out of, the Chapter 11 Cases, the negotiations regarding or concerning the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, except for a breach of fiduciary duty, willful misconduct or gross negligence, and, in all respects, the Debtors, the Committee, and each of their respective members, officers, directors, employees, advisors, professionals and agents shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. For the avoidance of doubt, nothing herein shall limit or affect any liability that the foregoing Persons may have with respect to acts or omissions arising or occurring prior to the Commencement Date.
Subject to the preservation of setoff and recoupment rights as set forth in section 10.5 of the Plan, upon the Effective Date, any and all claims and causes of action against (i) the Debtors and their successors, assigns, agents, employees, officers, directors, partners, affiliates, subsidiaries, parents, holding companies, and attorneys and other professionals; (ii) the Noteholders and Indenture Trustee and their successors, assigns, agents, employees, officers, directors, partners, affiliates, subsidiaries, parents, holding companies, and attorneys and other professionals and (iii) the bankruptcy estates shall be deemed to have been released. Notwithstanding the foregoing, nothing herein shall operate to release obligations under the Plan and the contracts, instruments, and I or any other agreements or documents assumed, passed through or delivered in connection with such Plan. The releases provided herein shall not apply to former EG board member Peter Schleider. COPIES OF SOLICITATION PACKAGE MATERIALS, INCLUDING DISCLOSURE STATEMENT AND PLAN.
The Plan, Disclosure Statement, Disclosure Statement Order, and all other materials in the Debtors' Solicitation Package (other than Ballots) may be obtained at the Debtors' expense by contacting the Voting Agent at Electroglas, Inc., c/o Omni Management Group, LLC, 16161 Ventura Blvd., Suite C, PMB 466, Encino, CA 91436 (Attn: Brian Osborne), Telephone: (818) 906-8300; or (ii) the undersigned counsel to the Debtors. The documents are also available electronically (i) at no charge at the Voting Agent's website at http://www.omnimgt.com/sblite/electroglas and (ii) for a fee by accessing the electronic docket being maintained by the Clerk of Court for the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov.
Dated: Wilmington, Delaware
Respectfully submitted, PEPPER HAMIL TON LLP By: --------------------David B. Stratton (Del. Bar ID 960) James C. Carignan (Del. Bar ID 4230) Hercules Plaza - Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-83 90 Attorneys for the Debtors and Debtors in Possession
CERTIFICATE OF SERVICE
I, James C. Carignan, hereby certify that, on March 19,2010, I caused to be served the Motion Of Debtors For Order (a) Approving Disclosure Statement; (b) Fixing Voting Record Date; (c) Approving Solicitation And Voting Procedures With Respect To Debtors' Chapter 11 Plan; (d) Approving Form Of Solicitation Package And Notices; And (e) Scheduling Certain Dates In Connection Therewith, upon the entities identified on the attached service list via regular, first-class mail. Dated: March 19, 2010 Wilmington, DE
#12339911 vi
G. Larry Engel, Esq. Vincent J. Novak, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105
James J. DeCristofaro, Esq. Samantha Martin, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104
Jane M. Leamy, Esq. Office of the United States Trustee 844 King Street Room 2207, Lockbox 35 Wilmington, DE 19801
Christopher R. Donoho, III, Esq. Omeca Nedd, Esq. Robin Keller, Esq. Lovells LLP 590 Madison Avenue Suite B New York, NY 10022
Mark E. Felger, Esq. Cozen O'Connor 1201 N. Market Street Suite 1400 Wilmington, DE 19801
Elizabeth Weller, Esq. Linebarger Goggan Blair & Sampson, LLP 2323 Bryan Street Suite 1600 Dallas, TX 75201
Securities & Exchange Commission 15th & Pennsylvania Ave., N.W. Washington, DC 20020
Alistar Bambach Securities & Exchange Commission New York Regional Office Bankruptcy Division 3 World Financial Center Suite 400 New York, NY 10281-1022
Nathan Fuchs Securities & Exchange Commission 233 Broadway New York, NY 10279
Michael Berman Securities & Exchange Commission 15th & Pennsylvania Avenue, N.W. Washington, DC 20020
District Director of Insolvency Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201
Internal Revenue Service Centralized Insolvency Operation 11601 Roosevelt Boulevard Mail Drop N781 Philadelphia, PA 10154
Ellen Slights, Esq. U.S. Attorney's Office 1007 North Orange Street Suite 700 Wilmington, DE 19899-2046
Eric H. Holder, Jr., Esq. United States Attorney General 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0001
Joseph R. Biden, III, Esq. Department of Justice Carvel State Building 820 N. French Street Wilmington, DE 19801
Secretary of State Division of Corporations Franchise Tax PO Box 7040 Dover, DE 19903
Secretary of Treasury State of Delaware P.O. Box 7040 Dover, DE 19903
Steven K. Kortanek, Esq. Matthew P. Ward, Esq. Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue Suite 1501 Wilmington, DE 19801
Lawrence M. Schwab, Esq. Patrick M. Costello, Esq. Bialson, Bergen & Schwab 2600 El Camino Real Suite 300 Palo Alto, CA 94306
James S. Yoder, Esq. 824 North Market Street White and Williams Suite 902 P.O. Box 709 Wilmington, DE 19899-0709
Attn: President, Secretary, Manager, or Counsel Cic Lyonaise 8 Rue de La Republique 69001 Lyon, France
Attn: President, Secretary, Manager, or Counsel Commerica Bank Attn: Legal Department M/C 4855 333 West Santa Clara San Jose, CA 95113
Attn: President, Secretary, Manager, or Counsel Commerica Bank Attn: Legal Department 226 Airport Parkway San Jose, CA 95110
Attn: President, Secretary, Manager, or Counsel County of Santa Clara 70 W. Hedding Street, East San Jose, CA 95110
Vincent J. Roldan, Esq. DLA Piper US LLP 1251 Avenue of the Americas New York, NY 10020
Craig Tighe, Esq. DLA Piper US LLP 2000 University Avenue East Palo Alto, CA 94303-2214
Attn: President, Secretary, Manager, or Counsel FormFactor 7005 South Front Road Livermore, CA 94551
Eric M. Sutty, Esq. Fox Rothschild LLP Citizens Bank Center 919 North Market Street, Suite 1300 Wilmington, DE 19899
Giselle Pozark NaviSite, Inc. 400 Minuteman Road Andover, MA 1810
Nick Pasco Peninsula Master Fund, Ltd. 235 Pine Street Suite 1600 San Francisco, CA 94104
Paul Bridger Oren Eisner Tracy Fu Quintessence Fund LP QVT Financial LP 1177 Avenue of the Americas 9th Floor New York, NY 10036
Santa Clara County Tax Attn: President, Secretary, Manager, or Counsel 70 W. Hedding Street, East San Jose, CA 95110
John F. Storz, Esq. Hugh M. McDonald, Esq. Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, NY, NY 10020-1089
The Bank of New York Trust as Trustee for the Bondholders 700 S. Flowers Street Los Angeles, CA 90017
Edward P. Zujkowski, Esq. Emmet, Marvin & Martin, LLP 120 Broadway 32nd Floor New York, NY 10271
Robert J. Dehney, Esq. Andrew R. Remming, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street 18th Floor Wilmington, DE 19899-1347
Craig Martin, Esq. Sturart Brown, Esq. Edwards Angell Palmer & Dodge 919 North Market Street 15th Floor Wilmington, DE 19801
William J. Wellford Workout Account Manager Tygris Vendor Finance (Formerly US Express Leasing) 10 Waterview Blvd. Parsippany, NJ 07054
L.Jason Cornell, Esq. Fox Rothschild LLP Citizens Bank Center 919 North Market Street, Suite 1300 Wilmington, DE 19801
Charles J. Filardi, Jr. Filardi Law Offices LLC 65 Trumbull Street Second Floor New Haven, CT 06510

Disclosure Statement With Respect To Debtors' Plan of Liquidation Under Chapter 11 of The Bankruptcy Code (As May Be Amended or Supplemented From Time To Time and Including All

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Disclosure Statement With Respect To Debtors' Plan of Liquidation Under Chapter 11 of The Bankruptcy Code (As May Be Amended or Supplemented From Time To Time and Including All

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

The Debtors are Electroglas, Inc. and Electroglas International, Inc.

Prior to the sale of their assets, the Debtors supplied semiconductor

2010 (see D.I. No. 455).

Section 1125(b) of the Bankruptcy Code prohibits the postpetition

re Zenith Elecs. Corp., 241 B.R. 92,99-100 (Bankr. D. Del. 1999).

Fixing A Voting Record Date

or equity interests to vote, or not vote, on the Plan2 :

Approval ofForm of Non-Voting Status Notice

Pursuant to Bankruptcy Rule 30 17(c), at the time of the approval of the

Approval of the Form of Ballots

The Debtors propose that no Solicitation Packages or other notices need

Class 2 comprises the secured claims ofthe Secured Noteholders and

Approval of Voting and Tabulation Procedures

So as to avoid uncertainty, to provide guidance to the Debtors and the

Changing Votes. Notwithstanding Bankruptcy Rule 3018(a), the Debtors

Establishing Procedures for Filing Objections to Confirmation of the Plan

The proposed timing for filing and service of any objections to

Attorneys for the Debtors and Debtors-in-Possession

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

The Debtors are Electroglas, Inc. and Electroglas International, Inc.

March 19,2010 Wilmington, Delaware Respectfully submitted, PEPPER HAMIL T ~LJ?

Wilmington, DE 19801-17 Telephone: (302) 777-6500 Facsimile: (302) 421-8390

Attorneys for the Debtors and Debtors-in-Possession

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

withdrawn at or prior to the Disclosure Statement Hearing are hereby overruled.

The Confirmation Hearing shall commence on [

Plan Objection Deadline, [ a. b.

The Debtors, no later than [

The Voting Deadline shall be [

with Fed. R. Bankr. P. 9006(a).

EXHIBIT 1 Disclosure Statement Notice

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

Dated: March 4, 2010 Wilmington, Delaware

EXHIBIT 2 Notice of Non-Voting Status to Unimpaired or Unclassified Claims

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (PJW) (Jointly Administered)

Attorneys for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-12416 (P JW) (Jointly Administered)

Attorneys for the Debtors and Debtors in Possession

EXHIBIT 4A Ballot for Beneficial Owners of Class 2 Secured Noteholder Claims

In re: ELECTROGLAS, INC., et al., 1 Debtors.

Case No. 09-12416 (PJW)

The Debtors are Electroglas, Inc. and Electroglas International, Inc.

Name ofHolder !. __________ 2. _ _ _ _ _ ___ 3. _ _ _ _ _ ___ Item 4.

Account Number (If Applicable)

INSTRUCTIONS FOR COMPLETING THIS BENEFICIAL OWNER BALLOT

EXHIBIT4B Master Ballot for Class 2 Secured Noteholder Claims

In re: ELECTROGLAS, INC., et al., 1 Debtors.

) Case No. 09-12416 (PJW)

EXHIBIT4C Ballot for Beneficial Owners of Class 3 Deficiency Claims

Name ofHolder 1 1. 2. _ 3 -----------Item 4.

Principal Amount $_________ $_ $________