(PRNewswire) Fansteel Inc., North Chicago, Ill., and its subsidiary Phoenix Aerospace Corp. executed a definitive agreement for the sale to an investment group of the Company's California Drop Forge and Hydro Carbide divisions, as well as certain other assets located in the Company's Lexington, Ky. and Plantsville, Conn. facilities and substantially all of the assets of Phoenix Aerospace. The contemplated sale is subject to a number of conditions, including the buyer's satisfactory conclusion of its due diligence and the approval of the United States District Court for the District of Delaware, the court responsible for overseeing the Company's Chapter 11 case, of bidding procedures for an auction process, the designation of the buyer as the stalking horse (with customary break-up fee protections), and the ultimate sale. Pursuant to the reorganization plan and related disclosure statement filed with the Bankruptcy Court on July 24, 2003, which are also subject to Bankruptcy Court approval, a portion of the cash proceeds from the sale will be placed in escrow to fund the cash portion of distributions to general unsecured creditors under the Plan.