The Matrix Churchill group of companies played a key role in Iraq's military industrialization procurement efforts in the 1980s. These companies made important contributions to Iraq's armaments manufacturing industries, ballistic missile efforts, and nuclear weapons program.

On October 23, 1987 TMG Engineering Ltd. acquired TI Machine Tools of Coventry, Britain (soon afterwards renamed Matrix Churchill Ltd.). Matrix Churchill was a leading British tool-maker, which in turn controlled several divisions and subsidiaries. TDG owned 89 percent of the shares of TMG Engineering. Four Matrix Churchill Directors, including the managing director of Matrix Churchill Ltd. Paul Henderson, controlled 11 percent of the shares under the name Echosabre. In early 1988, Admincheck, controlled by Anees Wadi and Roy Ricks, bought a small fraction of these shares. Iraq's procurement leader, Safa al Habobi was the chairman of TDG, TMG Engineering, and Matrix Churchill Ltd.

To the public and Western governments, Matrix Churchill presented TMG as a set of European and Middle Eastern investors who bought into Matrix Churchill's vision of restructuring its company, which had been having serious financial troubles. In fact, Matrix Churchill officials knew that Iraq secretly controlled the company and that Habobi headed a large-scale, secret procurement effort for Iraq's military industries.

TMG also bought Matrix Churchill Corporation in the United States which had been a distribution agent for Matrix Churchill in the United States, and Newcast Foundries Ltd. in Britain which made castings for Matrix Churchill. A chart shows the Matrix Churchill group in 1989 and its private owners.

TDG coordinated the activities of the group, particularly in terms of its sales to Iraq. After its purchase, Matrix Churchill group received a significant increase in business with Iraq.

The Iraqi members of the boards of directors of companies in the group were in firm control of the companies' day-to-day activities and sometimes authoritarian in their actions. Both Habobi and Fadel Jawad Khadhum, a board member of several of these companies, worked for Iraqi establishments and sometimes dictated to their British and U.S. employees Iraqi desires.

Because two of Matrix Churchill's senior officials provided information to British intelligence about Iraqi activities, the British government had considerable knowledge about Iraq's secret military procurement activities.¹ However, the British government decided to allow most of Matrix Churchill's sales to Iraq. As a result, a scandal erupted after the Persian Gulf War about the role of the British government in arming Iraq. This scandal reached a crisis when the government's case against Matrix Churchill officials collapsed in November 1992. The government prosecutors developed convincing evidence that Matrix Churchill officials had deliberately deceived export control officials about the true purpose of the items exported to Iraq. However, the case collapsed because the defense was able to show that the government had known the true purpose of the exports at the time and had encouraged the exports.²

Parliament demanded an investigation that was led by Sir Richard Scot. This investigation revealed considerable information about illegal British exports to Iraq in the 1980s and the failure of the British government to stop these exports despite knowing that the companies were lying about the end-use of their exports. Scot released a detailed report on the investigation in 1996, which includes considerable information about Matrix Churchill.³

This section draws upon information in the Scot report. In addition, it relies on documents seized in November 1990 from the offices of Matrix Churchill Corporation, the Ohio subsidiary of TMG, that had been obtained by the U.S. Congress after the Persian Gulf War for its own investigations. For information on how Iraq funded many of these purchases, see BNL.

Matrix Churchill Ltd.

After its acquisition by TMG, Matrix Churchill Ltd. concentrated on manufacturing high-technology computer numerically controlled (CNC) machine tools, particularly multi-axis "turning" centers for modern industrial requirements. It also focused on the production of customized turning centers. According to a then senior Matrix Churchill official: "Indeed, our flexibility in providing exactly what a customer needs is a major factor in the success of our turning centers."⁴

These machine tools are classic "dual-use" items, and in the 1980s, export controls on these items were weak. However, a customized machine would be specially prepared to make specific components. If these components had a significant military, missile, or nuclear purpose, the export would have been illegal without a license that specifically authorized such a use.

With a large number of orders from Iraq, Matrix Churchill grew rapidly. In 1989, its turnover for the previous 12 months was about 40 million pounds, and it had orders worth 44 million pounds, putting it on the verge of becoming Britain's largest machine tool maker.⁵ This reversal in fortunes was all the more remarkable, because the company had been on the verge of bankruptcy just a few years earlier.

Exports to Iraq therefore played a major role in Matrix Churchill's reversal of fortune. More than 10 million pounds of its 1989 turnover were from Iraq alone, according to company documents.

Although company pronouncements focused on its civilian sales, behind the scenes Habobi was using Matrix Churchill to acquire a wide range of machine tools, other equipment, and components for Iraq's military programs. Despite declarations on export license applications that the end use of items was civilian, initial exports approved in 1987 went to equip factories at the Nassr General Establishment in Taji for producing conventional weapons, such as artillery rocket shells. Subsequently, Matrix Churchill Ltd. exported a range of items to Iraq's armaments manufacturing programs and its ballistic missile and nuclear programs. The British intelligence official who was in charge of the main Matrix Churchill source, Mark Gutteridge, said in the Matrix Churchill court case that he viewed Matrix Churchill exports as military in nature. He added that "while machine tools sold to Iraq could be used for other purposes, accompanying computer software and cutting tools were specific to arms manufacture."⁶

Matrix Churchill built gas centrifuge components for Iraq in its workshops throughout 1989 and early 1990. Iraq provided design drawings for these sophisticated components, and Matrix Churchill made the components to required specifications. The order included 10-30 pieces each for over 30 separate centrifuge components, for a total exceeding 600 components. About 25 motor flanges were machined using aluminum forgings produced by Yugo Metal of Yugoslavia. Matrix Churchill also machined parts of the feed and extraction system, bearings, and magnet housings. Matrix Churchill was also involved in procuring ring magnets for Iraq's centrifuge program.⁷ Ring magnets are used in the top bearing of a gas centrifuge.)

Matrix Projects. In 1989, the company formed a new division, Matrix Projects, to deal with its increasing volume of orders from Iraq. In 1990, about 80 percent of this division's workload centered on Iraq.

The division was headquartered in Coventry. It also had an office in Krefeld, Germany and another in Baghdad.

Matrix Projects was able to provide Iraq with turnkey contracting, design consulting, engineering, and project support. A document describing Matrix Projects can be found here. Through this division, Iraq ordered a wide range of equipment and facilities. Many of the projects were civilian in nature, or innocuous even if built at a military site. Others were aimed at providing specially designed equipment to Iraq's military industries

Iraq's goal was to create an advanced industrialized base, from which it could build sophisticated weaponry. It could also use this base to diversify its economy. Thus, Iraq sought a wide variety of items.

A partial list of the legal and illegal contracts of Matrix Projects follows:

• Nassr Establishment for Mechanical Industries: A turnkey operation, valued at 81 million Deutsch Marks to provide a Hot Forging Die Workshop to produce dies for a range of manufacturing industries, including the automotive industry. Suspicion lingers that the facility would have also been involved in making forgings for centrifuge components. See SMB.

• Nassr Establishment for Mechanical Industries: A project where Iraq made CNC machines under license. Although ostensibly for export in the region, the true purpose was for Iraq's military industries to develop an indigenous capability in this area critical for its armaments, ballistic missile, and nuclear weapons programs. This project was in addition to Matrix Churchill exporting a large number of CNC machines to Iraq's military industries.

• Al Fao General Establishment: A project with the Chilean arms firm Industrias Cardeon to equip a large munitions plant built by Cardeon in Iraq (the Nahrawan plant). Matrix Churchill agreed to provide machining centers for various types of bomb and rocket fuses, although the declared use of the equipment on the export application was civilian industrial purposes. The licenses were granted in November 1989.⁸ In a May 1990 company document, Matrix Project wrote that this project was 80 percent complete.

• Nassr Establishment: The ABA Project, valued at 10 million pounds, involved the supply of machine tools, software, and fixtures. Matrix Churchill applied for an export license for this project in October 1988 and wrote that the equipment was for mechanical engineering and the production of metal components. The true purpose of the project was to supply specially designed equipment to make long range artillery rockets. Nonetheless, Matrix Churchill received the license, but it expired in February 1990 before the goods were supplied.⁹ The license was renewed in July 1990, but Iraq's invasion of Kuwait and the subsequent UN embargo prevented the machines from being exported.

• State Enterprise for Mechanical Industries: To assist in the transfer of technology of diesel engine manufacturing for an agricultural application. The contract was valued at $23 million.

• State Enterprise for Automotive Industries: Assisting in the procurement of equipment for a project to manufacture Mercedes Benz trucks and buses in a facility shared with General Motors at Iskandariyah.

In 1990, Matrix Projects was negotiating for more than 20 other projects in Iraq, including a turnkey project to transfer technology for manufacturing electric welding machines. Iraq's invasion of Kuwait ended all these projects.

As mentioned earlier, the military nature of several of these projects was known to British intelligence because Gutteridge and Henderson were supplying design drawings and information about the Iraqi projects. Many of these licenses should never have been granted by the British government. They were approved for many reasons, including:

• A motivation to protect intelligence sources and learn more about Iraq's military industries;

• A fear of losing Iraqi business to other European countries and the resulting severe hardships on British companies;

• A view that British companies were supplying items to Iraq's armaments industry that would have been supplied by the Soviet Union;

• A lack of adequate appreciation of how far along were Iraq's weapons of mass destruction programs, particularly its nuclear weapons program;

• A lack of concern about the implications of the military use of these dual-use items; and

• Ineptitude on the part of the government licensing establishment.

After the start of the UN-mandated inspections in Iraq in 1991, inspectors found a large number of machine tools from Matrix Churchill Ltd. According to the former head of the International Atomic Energy Agency (IAEA) Action Team, inspectors had found 150 Matrix Churchill machine tools by the end of 1992, of which 50 were identified as part of Iraq's missile program. He added that they were still searching for another 100 Matrix Churchill machine tools.

Few, if any, of these machines were part of the Iraqi gas centrifuge program before the Gulf War. As part of the inspection effort, however, each machine tool located in Iraq was assessed as to its sophistication and usefulness in a reconstituted nuclear program, and assigned a label of "key," "useful," and "general purpose." In a list of machine tools at major Iraqi establishments inventoried by the inspectors, 15 Matrix Churchill machine tools were identified and assessed. Of these, 13 machines were assessed as "key" or "useful" for making centrifuge components. Six of these machines received the key rating, out of a total of about 40 key machines located at these major sites and included in this tally.¹⁰

Matrix Churchill Corporation

On the same day TMG purchased Matrix Churchill Ltd., it acquired Matrix Churchill Corporation (MCC) of the United States. Prior to its purchase by TMG, MCC was the North American service and selling arm for the UK-based TI Machine Tools, which after its purchase by TMG changed its name to Matrix Churchill Ltd.

The new Chairman and President of MCC was Habobi. Fadel was also on the board. Gordon Cooper was the Vice President and CEO.

TMG assigned MCC the task of overseeing the technical evaluation and selection of mechanical goods and equipment in North America. In early 1988, TMG expected to procure $150 million of goods through MCC for Iraq, according to internal MCC documents.

After TMG bought MCC, it added two new divisions. These new divisions transformed MCC into a procurement company for Iraq's military and civilian industries.

Procurement Department. The procurement department, which started in December 1987, specialized in the coordination of contracts for clients in Iraq with North American suppliers. MCC conducted the work on a commission basis. The size of the commission varied from 2 to 7 percent, depending on the value of the contract.

Saalim Michael Naman was in charge of this department. A professional engineer, he had been employed by the British firms Meed International Ltd. and TEG Ltd. as their procurement manager since 1985. His responsibilities there included identifying sources of equipment, analyzing and evaluating the quality and technical specifications of the equipment to be purchased, and negotiating with equipment manufacturers for acquisition. In late 1987, he was transferred to Matrix Churchill Ltd. to advise MCC on setting up a new procurement department. During this process, he was transferred to MCC.¹¹

According to internal MCC documents, the procurement department received inquiries from TDG, Iraqi establishments, or the Iraqi commercial attache in Washington D.C. MCC personnel identified companies that could provide the requested equipment in North America and selected a manufacturer. It also identified sources of technology for various projects that would be provided on a "turn-key" basis. Another function was to locate sources for raw material, steel plate, and piping for Iraqi customers.

By 1990, MCC had received over 180 inquiries for items and facilitated a wide range of orders for TDG or Iraq. Some of the major ones were:

• Centrifugal Casting Machine Co.-A project with Badr General Establishment for a facility for centrifugally cast ductile pipe. The contract was signed in July 1988 and had a value of $26.3 million. These types of pipes are made out of cast iron, but are less brittle than the ones typically used in sewers. Documents from the supplier found at MCC state that the purpose of the piping was to transport water and gas. As a result of financing disputes, however, no shipments were made to Iraq.

• XYZ Options Inc.-A project with Badr General Establishment for a tungsten carbide cutting tool factory with a contract value of $13.8 million. The contract was signed in April 1988 and included equipment and training. XYZ obtained the equipment from about 25 U.S. vendors and a smaller number of foreign sources.¹² Tungsten carbide tool bits are inserted into a cutting tool to cut aluminum and steel.

• Bridgeport Brass (Servass)-A project with Al Shaheed factory, Anbar-Falluja, with a contract value of $40.6 million. The contract was to provide equipment to convert scrap military brass shell casings into commercial grade brass and improve production volume of the factory that was producing brass slabs and sheets.¹³ The contract may also have allowed the facility to produce commercial-grade copper. The order was from the Saad General Establishment (renamed Al Fao General Establishment), which was under MIMI and the control Hussein Kamel. In a trip report by Bridgeport officials to the Shaheed factory in April 1988, they expressed surprise at the sophistication of the existing facility. Expecting a shell manufacturing facility, the officials saw a very new state-of-art facility able to do a range of metal casting and milling operations. In September 1989, Servaas send a proposal to MCC to add an electrolytic copper wire, melting, casting, and rolling facility at Al Shaheed factory. A natural question is whether this proposed facility would have been used to make copper conductors for the EMIS project at Ash Sharqat.¹⁴

• Pro-Eco-A project with the Ministry of Industry (State Engineering Company for Industrial Design and Construction) regarding a facility with a coil painting line. The approximate value of the contract which was signed was $13.8 million. The declared purpose was to paint steel coils used in appliances and other equipment. The facility was also capable of coating aluminum. The types of coatings were epoxys, acrylics, plastisols, polyesters, vinyls, and aldyds.

• Special steel sheet: A project to acquire hundreds of tonnes of special 715 steel for Nassr General Establishment of Mechnical Industries. Several orders occurred, and the MCC documents show that 715 steel was shipped to Iraq in late 1989. One March 12, 1990 letter from MCC's representative in Baghdad to Nassr is addressed to Project 144 and is a quotation from MCC for 287 tonnes of 715 steel at a price of $500,000. Project 144 involved modifications to SCUD missiles to increase their range and the production of the modifications, called the Al Hussein and Al Abbas intermediate range ballistic missile. (The letter is for the attention of D. M. Fawzi, the commercial manager.)

MCC officials followed up on the contracts daily by contacting TDG and the US companies. In some of these efforts, Al Arabi Trading Company acted as a sales representative and received a sales commission. One set of undated handwritten meeting notes says the "purpose of the Al Arabi contract is to transfer profits out of MCC to avoid tax." Someone at the meeting mentioned that in 1988 MCC could make $240,000 profit. Transfer of that balance to Al Arabi could reduce profit. The participants also said that other offshore companies could also be used for this purpose. Perhaps related to this discussion, in May 1988, MCC and Al Arabi agreed to pay a sales commission to Al Arabi for business from Iraq. Click here to see a letter stating this agreement.

MCC and Al Arabi also signed a contract in June 1989 in which both companies agreed to perform services for Bridgeport Brass (Servaas) (see above). In exchange for the services, MCC and Al Arabi agreed that Al Arabi would receive 80 percent of the $2 million in payments MCC was to receive from Bridgeport for the project.

Project Management. The project management department, headed by Abdul Qaddumi, was established to manage the "Glass Fiber Project," a contract with Nassr General Establishment worth $14.75 million to build a glass fiber facility. Later, Iraq changed the purchaser to the Technical Corps for Special Projects (TECHCORP).

The Glass Project contract was signed in the fall of 1988 after several months of negotiations. MCC subcontracted with Glass Inc. International to provide the architectural, civil, and process design for the fiber glass facility. Glass Inc. owned the technology and provided it to Iraq under license for one million dollars. Although TECHCORP managed construction at the site, MCC was responsible to supervise the construction and, toward that end, established a branch office in Baghdad. Al Fao, Iraq's military engineering construction company, was also involved in the project.

The declared purpose of the facility was non-military, but suspicions remain that the true purpose was related to making ballistic missiles. Fiberglass threads can be wound in layers to make missile bodies. In addition, TECHCORP was known as a front for Iraq's ballistic missile program.

Another factor that caused suspicion was that Iraq also sought carbon fiber, another material used in ballistic missile components. During the negotiations of the glass fiber contract, Nassr told MCC it wanted carbon fiber. When MCC approached Glass Inc. officials about this request, they said that Glass Inc. no longer employed people with that type of know-how. Albert Lewis, then President of Glass Inc., told MCC officials that he was "tracking the people down to see where they have gone in order to get something moving." This effort was evidently unsuccessful.

Export License. Lewis insisted that MCC apply for a U.S. export license before Glass Inc. would supply computer control system software and related drawings and possibly related equipment. He wrote to MCC officials in February 1990 reminding them that the export of certain computers or software without an approved export license would be a criminal offense.

After submitting the application, MCC received a response in early March 1990 that the Office of Export License in the Commerce Department would deny the license application for IBM personal computers for Iraq, because of a general policy not to export such computers to Iraq.

In mid-May, MCC learned that the Defense Department and Commerce Department's Offices of Export Enforcement and Technology and Policy Analysis recommended rejecting MCC license. The Office of Export License was also leaning toward denial, according to a MCC official. He added that this denial is not based on the computer but on the technology of making "E" glass fiber, which was the process being sold to TECHCORP.

In a striking reversal two weeks later and after extensive pressure from MCC and the Iraqi government, the Office of Export License decided that the computer and the E-glass technology did not require a validated license and as such could be shipped to Iraq. The Commerce Department did insist on receiving a "Letter of Assurance" from TECHCORP that neither the E-glass technical data nor the products are intended to be shipped to certain specified countries, including the Soviet Union, Eastern European countries, North Korea, and Libya.

This reversal is all the more remarkable in light of a State Department warning to nine countries in February 1990 that Iraq, and in particular the Nassr Establishment, was trying to obtain carbon fiber and glass fiber related technology for possible use in its ballistic missile and uranium enrichment programs. The memo states that the U.S. government had learned of Nassr's efforts to obtain a glass fiber production plant and warned that Nassr had procured commodities on behalf of Iraq's nuclear and missile programs. The United States urged the suppliers to review carefully license applications for the export of "dual-use" commodities and technologies to Iraq, including carbon and glass fiber technologies. The memo continues that a number of companies in the United States manufacture such items, and these companies were told, that because of U.S. policy, licenses for the export to Iraq of these particular items would not be granted. The memo closes by urging these governments to take similar steps to ensure that Iraq is not successful in its efforts to obtain these items, which could contribute to the development of Iraq's nuclear and missile programs.

The reason for the Commerce granting the license could be that it did not know about the State Department's action or realize that the original contract had been with Nasssr. Alternatively, E-glass typically has specifications that fell below the glass fiber targeted in the State Department memo, causing the Commerce Department to allow the export despite the risk that the plant could be upgraded or otherwise used for a non-civilian purpose.

In any case, the Commerce Department did not appear to know that TECHCORP was part of Iraq's military industry. TECHCORP communicated with MCC and the U.S. Commerce Department using stationary, listing its address as a post office box at the Ministry of Industry Building on Al Nidhal Street. However, another letter from TECHCORP to its superiors in the Military Industrialization Corps stamped "secret and immediate" and found in the files of MCC shows that TECHCORP was a part of a well-known military organization, Ministry of Industry and Military Industrialization.

This was not the only incident in which MCC tried to hide the existence of the military companies with which it was working. In July 1989, upon the instructions of Habobi, personnel in MCC's Baghdad office decided not to submit a sheaf of bills from military companies to MCC headquarters in Ohio. There was concern by Habobi and Baghdad staff that if the bills were translated by MCC's U.S. accountants, they would cause "a few problems" and "could be misconstrued" by the U.S. tax authorities. Instead, Habobi instructed that an "overleaf" should be prepared listing the amounts stated on the individual bills for the accountants. On his next visit, Qaddumi was told to personally collect the overleaf and the individual bills.

When the glass project was terminated by Iraq's invasion of Kuwait, Glass Inc. had not received a significant amount of the money it was owed. When Iraq's assets were frozen, Glass Inc. could not be paid.

Demise of MCC After the United Nations imposed an embargo on Iraq after its invasion of Kuwait, MCC quickly experienced serious financial problems. By mid-September 1990, Gordon Cooper recommended to TMG that MCC seek protection from its creditors under Chapter 11 Bankruptcy. TMG rejected his recommendation, ordering MCC to reduce costs and not spend money without the approval of TMG. Later that fall, the U.S. government closed MCC's doors and seized its records.

Taking stock of MCC's Activities MCC engaged in procuring a wide range of commodities for Iraq establishments. Most items appear to have a civilian purpose, although many helped MIMI create its indigenous armaments manufacturing complex. Some sales, such as the Glass Project and special steel plates, appear designed to benefit Iraq's ballistic missile program, in particular project 144. No sale appears directly linked to Iraq's nuclear weapons program, except perhaps the Servaas proposal to build a copper wire factory.

U.S. prosecutors decided that they could not prove MCC violated U.S. export laws. As a result, no MCC employees were ever prosecuted.

Notes

¹Eugene Robinson, "Spy Says British Knew of Iraqi Arms Plans," Washington Post. October 31, 1992.
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²Sir Richard Scot, Report of the Inquiry into the Export of Defense Equipment and Dual-Use Goods to Iraq and Related Prosecutions, House of Commons, February 15, 1996, G18.1-12.
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³Sir Richard Scot, Report of the Inquiry into the Export of Defense Equipment and Dual-Use Goods to Iraq and Related Prosecutions, House of Commons, February 15, 1996.
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⁴"Turning Matrix into a World Force," Machinery and Production Engineering, October 20, 1989.
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⁵"Turning Matrix into a World Force," Machinery and Production Engineering, October 20, 1989.
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⁶"Spy Says British," op. cit.
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⁷Scot Report, op. cit., D6.94, p. 605.
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⁸Scot Report, op. cit. D6.170, p. 643.
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⁹Scot Report, op. cit., G6.9, p. 1200.
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¹⁰In this June 15, 1192 tally of the 11th and 12th inspection missions, a total of 600 machine tools were located and assessed at sites identified as part of the former nuclear weapons program. A total of about 80 machine tools were determined to be in the categories key or useful. Another 25 were possibly in the key category. Although less capable machine tools can be used to make nuclear weapons, this tally shows the sophistication of the Matrix Churchill machine tools.
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¹¹On a November 23, 1983 letter to TransOhio Bank in Ohio supporting a personal loan application for Naman, Gordon Cooper, Vice President of MCC said that Naman's family in Iraq was an "important shareholder in our firm."
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¹²John Hogan, "BNL Task Force-Final Report," Report to the Attorney General, October 21, 1994.
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¹³The Al Shaheed factory had 60,000-70,000 tonnes of scrap cartridge cases and 10,000-15,000 tonnes of scrap wire cable.
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¹⁴According to Iraqi EMIS officials, Iraq imported oxygen free, high conductivity copper from Finland, but they said that they could have made due with less pure copper.
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