EURAMAX INTERNATIONAL PLC, 10-K405, 1998-03-13

EURAMAX INTERNATIONAL PLC
10-K405, 1998-03-13
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

<TABLE>
<S> <C>
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ending December 26, 1997

/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
</TABLE>

Commission File Number: 333-05978

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EURAMAX INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

ENGLAND AND WALES 98-0166997
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5335 TRIANGLE PKWY SUITE 550, 30092
NORCROSS, GEORGIA (Zip Code)
(address of principal executive
offices)

Registrant's telephone number, including area code: (770) 449-7066

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Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
None None

Securities registered pursuant to Section 12(g) of the Act:

None *

(Title of Class)

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*Certain notes issued by the Registrant are traded on the Luxembourg Stock
Exchange.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. /X/

As of March 12, 1998, Registrant has outstanding 1,000,000 Ordinary Shares
and 34,000,000 Preference Shares. All of these shares were owned by affiliates
of the Company.

Page 1 of 81 pages
Exhibit Index located on page 67

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NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT: Statements
contained in this Form 10-K that are not historical facts include forward
looking statements that are subject to the safe harbor rules created by the
Private Securities Litigation Reform Act of 1995. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-K which address activities, events or developments which Euramax
International plc and subsidiaries (the "Company" or "Euramax") expect or
anticipate will or may occur in the future, including statements regarding the
Company's competitive position, the risks of acquisition of businesses, changes
in business strategy or development plans, cyclical demand for the Company's
products, the availability and price of aluminum and other raw materials,
currency exchange rate fluctuations, the Company's ability to pass on price
increases, the impact of environmental laws and regulations, the availability of
financing, reliance on key management personnel, ability to manage growth, the
Company's expectations regarding the adequacy of current financing arrangements,
loss of customers, product demand and market growth, and other statements
regarding future plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results and developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties which could cause
actual results to differ significantly and materially from past results and from
the Company's expectations, including the risk factors discussed in this Form
10-K, Item 1, and Item 7, and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Form 10-K are qualified by these cautionary statements and there can be
no assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized that they will have the
expected consequences to or effects on the Company or its business or
operations. The Company assumes no obligation to update publicly any such
forward-looking statements, whether as a result of new information, future
events or otherwise.

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PART I

ITEM 1. BUSINESS

GENERAL

Euramax International plc is a leading international producer of aluminum
and steel products with facilities in the U.S., the U.K., The Netherlands and
France. Euramax's products include painted sheet and coil, siding, roofing,
raincarrying systems, windows, doors and various fabricated trim parts and
components. The Company is a leading supplier to several niche markets. The
Company believes that in 1997 it sold at least 58% and 70% of the aluminum
sidewalls used by recreational vehicle ("RV") manufacturers in the U.S. and
Europe, respectively. These estimates are based upon the Company's sales volume
of aluminum sidewalls used by RV manufacturers as a percentage of management's
estimate of total sales volume for such products. In the same year, the Company
sold aluminum and steel gutters and downspouts to more than 35 of the largest 50
home center companies in the U.S. The Company believes that in 1997 it sold at
least 85% of all metal Do-It-Yourself raincarrying products sold to U.S. home
centers. The Company also believes that it sold at least 55% of the steel siding
sold to producers of manufactured housing in the U.S. Net sales for 1997 in the
U.S. and Europe were $354.4 million and $202.6 million, respectively.

Euramax operates downstream of producers of aluminum coil, steel coil and
aluminum ingot. These producers supply the Company with aluminum coil, steel
coil and aluminum extrusions. The Company sold approximately 157 and 230 million
pounds of aluminum and steel, respectively, in 1997. To a lesser extent, the
Company also distributes and fabricates products manufactured from vinyl and
fiberglass. The Company's products are sold primarily to manufacturers of RV's
and manufactured housing, rural building contractors, distributors and home
centers.

Euramax is a national supplier in several of its key U.S. product lines and
the only national supplier with in-house coil coating capabilities to supply
steel siding to manufactured housing customers and aluminum sidewalls to RV
manufacturers. This gives the Company certain advantages over regional suppliers
who do not have in-house manufacturing capabilities or national distribution
networks. In addition, extensive in-house manufacturing capabilities coupled
with product offerings made from alternate raw materials enable Euramax to react
to changing customer preferences.

Euramax is a holding company formed by (i) ACP Holding Company ("ACP"), an
affiliate of Citicorp Venture Capital, Ltd. and (ii) CVC European Equity
Partners, L.P. ("CVCEEP") and CVC European Equity Partners (Jersey), L.P.,
(collectively with CVCEEP, "CVC Europe", and collectively with ACP, the
"Investor Group") to acquire certain portions of the fabricated products
operations of Alumax Inc. ("Alumax") pursuant to the Acquisition (defined
below). See "The Transactions." The Company's operations are conducted through
subsidiaries in the U.S. and Europe.

THE TRANSACTIONS

Pursuant to a purchase agreement (the "Acquisition Agreement") dated June
24, 1996 between the Company and Alumax, on September 25, 1996 (the "Closing
Date"), the Company purchased, through its wholly-owned subsidiaries, all of the
issued and outstanding capital stock of certain of Alumax's subsidiaries which
operated a portion of Alumax's fabricated products business (the "Acquisition").
The purchase price of approximately $252.4 million, including acquisition
expenses of $3.9 million and adjustments to give effect to certain items
including cash acquired and working capital, was allocated to the assets and
liabilities of the Company based upon their fair market value at the date of the
Acquisition under the purchase method of accounting.

In order to finance the purchase price, including the payment of deferred
financing fees which were approximately $9.9 million, the Company and certain of
its wholly-owned subsidiaries (i) incurred approximately $100.0 million of
indebtedness under a credit agreement providing for $40.0 million in term

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loans and a revolving credit facility of up to $85.0 million (the "Credit
Agreement"), (ii) issued $135.0 million of subordinated notes and (iii) issued
to the Investor Group, certain members of management of the Company (the
"Management Investors") and an affiliate of Banque Paribas (the agent under the
Credit Agreement), an aggregate of approximately $35.0 million in preference and
ordinary shares (the "Equity Contribution").

On July 17, 1997, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc. acquired all of the issued and outstanding capital stock of
Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc.
(collectively "Gentek" or "Fabral") (the "Fabral Acquisition") for approximately
$76.1 million. The purchase price was financed through additional borrowings
under the Credit Agreement which was amended to, among other items, increase
borrowings available for the Fabral Acquisition. At the Fabral Acquisition date,
Gentek was comprised principally of Fabral, a division of Gentek headquartered
in Lancaster, Pennsylvania. Fabral is a manufacturer and distributor of steel
and aluminum roofing and wall paneling products specifically for the
agricultural, commercial and industrial markets.

BUSINESS STRATEGY

The Company's strategy is to expand its leadership position as a producer of
aluminum and steel products and to further diversify the products, customers and
geographic regions in which it operates. To enhance the Company's operations and
profitability, the Company expects to continue to pursue a strategy of
identifying and acquiring businesses and assets that would enable it to offer
complementary products or expand geographic coverage. During 1997, the Company
completed two such acquisitions in the U.S., increasing revenues by
approximately $76 million. The Company believes that its strategy of expanding
market share, broadening the diversity of its businesses and continuing to
provide customers with superior products through responsive, efficient and cost
effective distribution systems will be an effective means of increasing
profitability, while preserving cash flow.

MARKET LEADERSHIP AND DIVERSITY OF BUSINESS

The Company's position as a leading international downstream producer of
aluminum and steel products has enabled it to benefit from diversification
across economic and product cycles among different geographic regions and
customer groups. This diversification has historically enabled Euramax to
maintain stable margins even though demand for certain products may be affected
by changes in general and regional economic conditions such as trends in
disposable income.

LEADERSHIP IN SEVERAL MARKETS: The Company's leadership in a variety of
niche markets has enabled it to maintain consistent operating results. For
example, the Company is a leading supplier of aluminum and steel sidewalls and
siding to U.S. RV and manufactured housing producers. The Company believes that
its 1997 sales of raincarrying systems represent a majority of such products
sold to U.S. home centers. Similar leading positions are enjoyed by the
Company's roll formed aluminum sheet and coil products sold to RV manufacturers
in the U.S. and Europe.

MANUFACTURING EXPERTISE AND DIVERSITY OF PRODUCTS: The Company's
technological expertise and its ability to fabricate from alternative materials
has allowed it to develop new products and applications and to respond to the
changing product requirements of its customers. Over time, Euramax has increased
its ability to offer products manufactured from steel, vinyl and fiberglass,
allowing it to meet regional material preferences, to provide substitute
products for end-users and to retain customers in the event of demand shifts
between raw materials.

GEOGRAPHIC DIVERSITY: The Company's sales span both the continental U.S.
and Europe, with each representing approximately 63.6% and 36.4% of 1997 net
sales, respectively. The Company has manufacturing or distribution facilities
strategically located in the U.K., The Netherlands, France and all regions of

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the continental U.S. The Company's geographic diversity of sales limits reliance
on any single regional economy in the U.S. or national economy in Europe.

CUSTOMER DIVERSITY. The Company is diversified by both size and type of
customer. Of the Company's more than 5,000 customers, no single customer
accounted for more than 5.9% of net sales in 1997. The top ten customers
accounted for approximately 24.1% of 1997 net sales and represented five
distinct end-use markets. These characteristics minimize the Company's reliance
on individual customers or end-use markets.

DISTRIBUTION CAPABILITY. The Company's manufacturing and distribution
network consists of 33 strategically located facilities, of which 28 are located
in all regions of the United States, and five are located in Europe. Euramax's
network of facilities allows the Company to offer more comprehensive service
than its regional competitors and to meet the increasing demands of its
customers for short delivery lead times.

MANUFACTURING PROCESSES

The Company's manufacturing processes employ a variety of equipment and
several types of facilities. Management believes that the Company's effective
deployment of equipment enables it to manufacture standard and custom products
efficiently and economically. The Company has the equipment necessary for
manufacturing substantially all of its products in-house and is able to avoid
most forms of outsourcing. This capability provides certain marketing and
pricing advantages, including the ability to control delivery time and to
develop new and customer specific products in an expeditious manner.

The Company's manufacturing process generally begins with painting aluminum
or steel coil through a process known as roll coating. Once coated, the aluminum
or steel is further fabricated through selected processes which include tension
leveling, embossing, slitting, rollforming, brake pressing, notching and
bending. These processes complete the appropriate steps to fabricate a finished
product.

The Company's coating and fabrication capabilities are described in more
detail as follows:

COATING (PAINTING): Roll coating is the process of applying a variety of
liquid coatings to bare aluminum or steel coil, providing a baked-on finish that
is both protective and decorative. Over 125 million pounds of aluminum and over
100 million pounds of steel are roll coated by the Company at its eight roll
coating operations annually. The Company has three such coating lines in the
U.S. and five in Europe. The Company's roll coating facility in Roermond, The
Netherlands is one of only three facilities in the world capable of coating coil
up to 100 inches in width. The Roermond line services a variety of expanding
markets in which wide coated aluminum is becoming increasingly important. Wide
coils provide customers with the opportunity to produce products more
economically by reducing labor costs and requiring fewer joints and seams in
their manufacturing processes.

The Company also employs powder coating on a line installed to paint
aluminum and steel sheets in the U.K. This line is one of only a few in the
world with the ability to paint customized and exotic finishes, allowing unique
design possibilities on aluminum and steel sheets. These finishes include
textures, patterns and decorative styling which have many different
applications. The Company also coats aluminum extrusions on its two European
powder spray coating lines, which are located in France and in the U.K.

Anodizing is an electrochemical process which alters an aluminum surface
through a controlled and accelerated oxidation process which, if desired, may
also color the material. Anodizing provides a high quality architectural finish
to aluminum extrusions which is demanded by certain customers. Anodizing is a
key manufacturing process offered by the Company at two of its European
facilities.

FABRICATION: After coating, much of the Company's coil is processed through
slitting operations which cut coils into more narrow widths. The cut coils may
then undergo a variety of downstream production processes which further
fabricate the aluminum and steel sheet to form the desired product.

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Fabrication equipment includes rollformers, punch and brake presses and
expanding machinery for a variety of applications.

The Company also utilizes specialized equipment to inject and laminate foam
to provide insulation and rigidity to metal panels. Production machinery also
includes equipment to bend, notch and cut aluminum and vinyl extrusions
required, together with glass, for the assembly of windows and doors.

In 1995, the Company introduced laminated fiberglass products for use in the
RV and transportation markets. The lamination process adheres fiberglass sheet
to a wood or other solid substrate that provides rigidity. In March 1997, the
Company acquired JTJ Laminating, Inc. to further enhance fiberglass lamination
capabilities and laminated product offerings (see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources").

PRODUCTS AND CUSTOMERS

The Company's products are sold to a diverse group of customers operating in
a variety of industries. The Company's sales and marketing effort is organized
on a decentralized basis to provide required services to its broad customer base
in multiple geographic areas (see Note 13 to the Consolidated Financial
Statements). Customers include:

- Original Equipment Manufacturers (OEMs), including RV and commercial panel

- Home Centers

- Manufactured Housing Producers

- Distributors

- Rural Contractors

- Home Improvement Contractors

- Industrial and Architectural Roofing Contractors

The table below lists the Company's key products, materials used, customers
and end-users, and sales regions:

<TABLE>
<CAPTION>
PRODUCTS MATERIALS CUSTOMERS AND END-USERS SALES REGIONS
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<S> <C> <C> <C>
Specialty Coated Coils (painted Aluminum, Steel OEMs, RV Manufacturers, Various Europe
aluminum and steel coils) Building Panel Manufacturers

Roofing & Siding Aluminum, Steel, OEMs, RV Manufacturers, Manufactured U.S., Europe
Vinyl, Fiberglass Housing, Rural Contractors,
Distributors, Home Improvement
Contractors

Raincarrying Systems (gutters, Aluminum, Steel, Home Centers, Manufactured Housing, U.S., Canada
downspouts) Vinyl Rural Contractors, Home Improvement
Contractors

Soffit (roof overhangs), Fascia Aluminum, Steel Home Centers, Manufactured Housing, U.S.
(trims), Flashing (roofing Rural Contractors, Home Improvement
valley material) Contractors

Entry Doors Aluminum, Steel, OEMs, RV Manufacturers, Distributors, Europe
Fiberglass Home Improvement Contractors (US
operation sold during 1997)

Windows Aluminum, Vinyl OEMs, RV Manufacturers, Home U.S., Europe
Improvement Contractors
</TABLE>

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ORIGINAL EQUIPMENT MANUFACTURERS ("OEMS") (49.6% OF 1997 AND 1996 NET SALES)

The Company supplies OEMs such as RV and commercial panel manufacturers. The
Company's principal OEM customers are described below.

RECREATIONAL VEHICLE MANUFACTURERS. The Company is a leading supplier of
various aluminum products to RV manufacturers in the U.S. and Europe. These
products primarily consist of painted aluminum sheet and fabricated painted
aluminum panels. The Company uses its decorative graphic coating lines to
produce aluminum panels with decorative detailing in a variety of colors. The
Company also supplies RV doors, windows and finished aluminum roofing panels. In
addition, the Company began supplying laminated aluminum and fiberglass panels
to RV manufacturers in 1995.

The Company believes its decorative coating capabilities in the U.S. and in
Europe provide a technological advantage not enjoyed by its competitors. These
capabilities enable the Company to paint a stripe or other decorative pattern
directly onto the aluminum sheet according to customer specifications.
Competitors do not have these abilities; instead, they offer a decorative tape
which must be applied to the aluminum sheet. The tape cannot be applied with the
tight tolerances achieved by the Company's painting process, and does not offer
the same graphics variety. In response to demand for laminated products in the
U.S. markets, the Company recently opened a lamination line which can laminate,
among other things, fiberglass and aluminum.

COMMERCIAL PANEL MANUFACTURERS: The Company sells painted aluminum coil to
customers who produce commercial building panels. These panels become part of a
total package of commercial building wall panels and facades. The Company also
produces a composite "sandwich" building panel comprised of two aluminum skins
with a polystyrene core, which insulates and abates noise. The panels are used
in both residential (e.g., room additions and patio enclosures) and commercial
applications (e.g., service stations and school buildings), as well as in the
construction of "cold rooms" used for the storage of perishable goods.

OTHER MANUFACTURERS: The Company also uses its decorative and coil coating
capabilities for products supplied to overhead door manufacturers and producers
of refrigerated transport containers. Door manufacturers produce the overhead
doors, adding the necessary hardware and accessory items to complete the
product. Transport container manufacturers represent a growing market for the
Company's products.

HOME CENTERS (15.4% AND 17.5% OF 1997 AND 1996 NET SALES, RESPECTIVELY)

The Company's home center customers supply the well-established
Do-It-Yourself ("DIY") market in the U.S., Canada, the United Kingdom and The
Netherlands. The Company sells building and construction products, such as
residential rain gutter systems, roof flashing products, soffits, fascias,
doors, screen door guards, shower, patio, steel roofing and siding, and
residential doors. These products, which are designed for ease of installation
by DIY consumers, are produced with aluminum, galvanized or painted steel, or
occasionally with vinyl depending on regional preferences. Home centers include
small hardware stores, large cooperative buying groups, lumberyards and major
home center retailers. The Company believes that it is the leading supplier of
DIY metal raincarrying systems in the U.S. Competitors are generally regional
and thus do not have the advantages of a nationwide service and distribution
network such as the Company's. In addition, the Company has invested in a
product bar coding system which can be used by the sophisticated inventory
scanning systems prevalent in home centers. The Company expects to exploit these
strengths to introduce additional DIY products that could be sold through this
distribution channel.

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MANUFACTURED HOUSING (9.9% AND 8.3% OF 1997 AND 1996 NET SALES, RESPECTIVELY)

The Company sells rollformed steel siding and trim parts to producers of
manufactured housing in the U.S. These products are used for exterior walls and
roofs. The Company is the only supplier of steel siding to the manufactured
housing industry that has metal coating capabilities. In addition to the raw
material cost benefit, the Company views itself as an innovator in the market
for colors and decorative coating. The Company can also meet the demands of the
industry's short lead time requirements and more easily supply national accounts
with its large network of facilities.

In addition to steel siding, the Company also fabricates and supplies a
variety of steel and aluminum trim components for manufactured home exteriors.
To a lesser degree, the Company also distributes vinyl siding to certain
customers in the manufactured housing industry.

DISTRIBUTORS (6.9% AND 11.1% OF 1997 AND 1996 NET SALES, RESPECTIVELY)

The Company sells to distributors (and stockists--the European equivalent of
distributors) which perform as service centers for the next tier of customers in
both the U.S. and Europe. A distributor will typically purchase coil which is
later broken down or fabricated prior to resale. Residential building products
sold through distributors include a wide range of metal roof flashing materials,
painted aluminum trim coil, rain gutter, fascia/soffit systems and drip edges.

RURAL CONTRACTORS (11.6% AND 10.2% OF 1997 AND 1996 NET SALES, RESPECTIVELY)

The Company supplies aluminum and steel roofing and siding products to rural
contractors for use in agricultural and rural buildings such as sheds and animal
confinement buildings. The Company sells its products to traditional rural
contractors, including building supply dealers, building and agricultural
cooperatives, and animal confinement integrators. Building suppliers and
agricultural cooperatives typically purchase smaller quantities of product at
multiple locations whereas contractors and integrators generally purchase large
volumes for delivery to one site. The Fabral Acquisition increased substantially
the Company's sales to rural contractors. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

HOME IMPROVEMENT CONTRACTORS (4.4% AND 3.3% OF 1997 AND 1996 NET SALES,
RESPECTIVELY)

The Company sells a variety of products to home improvement contractors, the
most significant of which are vinyl replacement windows. Other products sold to
home improvement contractors include awnings, lattice systems, metal roofing,
shower doors, patio and entrance doors, and insulated roofing panels. In the
U.S., the Company offers a full complement of vinyl replacement windows. In the
U.K., the Company produces patio, entrance, and shower doors, marketed primarily
to home improvement contractors. The Company is also one of the largest
suppliers of lattice and painted aluminum awnings to residential contractors in
the western U.S. In addition, the Company manufactures painted aluminum and
steel panels for residential roofing, which are distributed primarily in the
Pacific Northwest.

INDUSTRIAL AND ARCHITECTURAL (2.2% OF 1997 NET SALES)

The Company sells various products to the industrial metal panel industry
including standing seam panels, siding, soffits and fascias to the architectural
and industrial contractor markets. These products are produced with galvanized
steel, aluminum, copper and aluminum-zinc alloy steel.

RAW MATERIALS

The Company's products are principally manufactured from aluminum coils and
extrusions and steel coils. During 1997, approximately 157 million pounds of
aluminum products and approximately 230 million pounds of steel were sold. The
proportion sold in 1997 by value is $306.5 million of aluminum and $157.0

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million of steel. Steel weighs approximately three times as much as the same
volume of aluminum. In addition, the Company sold $93.5 million of products
manufactured from materials other than aluminum and steel in 1997.

All the Company's raw material inputs are sourced from external suppliers.
The Company purchases its steel and aluminum sheet requirements from several
foreign and domestic aluminum and steel mills. Management believes there is
sufficient supply in the marketplace to competitively source all of its
requirements without reliance on any particular supplier. The Company's large
volume of aluminum and steel purchases afford it competitive market pricing.

The steel coil used by the Company, light gauge galvanized steel sheet, has
a stable price history relative to aluminum and its price fluctuations have been
generally passed on to the Company's customers. Aluminum raw material cost
increases and decreases can temporarily affect the Company's margins. Supplier
price increases, of normal frequency and amount, can be passed on to customers
usually within two to four months. Conversely, as aluminum prices decline,
corresponding price reductions are typically passed on to customers within the
same time frame.

The Company continually scrutinizes aluminum costs and adjusts its
purchasing, inventory and sales programs accordingly. At certain times, the
Company adopts a strategy of locking in margins on long-term, higher volume
contracts by buying aluminum at a fixed price in an attempt to fix a margin on a
specific customer order. At times, high aluminum prices have led customers to
use alternative products, including steel, vinyl and fiberglass. The Company
believes that its ability to supply certain products manufactured from these
alternatives provides it with a competitive advantage over competitors who do
not offer these choices.

COMPETITION

Recent consolidation in the Company's industry has changed the nature of
competition in the U.S. Competition in the U.S. RV and manufactured housing
market comes primarily from one subsidiary of a large publicly held U.S.
building products company. Other competition in this market, and other U.S.
markets, comes largely from privately and publicly held companies that are
generally smaller than the Company. In Europe, competitors of the Company
include three to four integrated companies in the specialty coil-coating
business. Other smaller companies compete with the Company in the building and
construction, RV and transportation markets in Europe, both on a regional basis
and some on a pan-European basis.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

The Company's manufacturing facilities are subject to a range of federal,
state, local and foreign environmental and occupational health and safety laws,
including those which relate to air emissions, wastewater discharges, the
handling and disposal of solid and hazardous waste, and the remediation of
contamination associated with the current and historic use of hazardous
substances or materials (collectively, "Environmental Laws"). If a release of
hazardous substances or materials occurs on or from the Company's properties or
any offsite disposal location used by the Company, or if contamination from
prior activities is discovered at any of the Company's properties, the Company
may be held liable for the costs of remediation (including any response costs),
natural resource damages and associated transaction costs. While the amount of
such liability could be material, the Company devotes resources to ensuring that
its current operations are conducted in a manner intended to reduce such risks.

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the Company and its subsidiaries taken as a whole. Pursuant to the terms of the
Acquisition Agreement, Alumax has agreed to correct and to bear substantially
all costs with respect to certain identified conditions of potential
noncompliance and liability under Environmental Laws, none of which costs is
currently believed to be material. Alumax's indemnification obligations under
the Acquisition Agreement are not subject to an aggregate dollar limitation with
respect to specifically identified environmental matters. However, with respect
to all other environmental matters, Alumax's obligations are limited to $125.0
million. See "Management's Discussion and Analysis of Financial Condition and
Results of Operation-- Environmental Matters."

EMPLOYEES

As of December 26, 1997, the Company employed 2,149 people of which 821 were
employed in Europe and 1,328 were employed in the United States. Of these 2,149
employees, 33% were salaried and 67% were hourly employees. Manufacturing
employees at six of the Company's manufacturing facilities are covered by
collective bargaining agreements. The Company and its subsidiaries are not party
to any pending labor proceedings and believe that employee relations are
satisfactory.

RISK FACTORS

SUBSTANTIAL LEVERAGE

The Company incurred significant debt in connection with the Acquisition and
the Fabral Acquisition. As of December 26, 1997, the Company had outstanding
indebtedness of $244.2 million, $40.4 million of Preference Shares (as defined)
and $3.5 million of ordinary shareholders' equity. For the year ended December
26, 1997, the Company's ratio of earnings to fixed charges was 1.70 to 1. The
Company's leveraged financial position poses substantial consequences to holders
of the subordinated notes, including the risks that: (i) a substantial portion
of the Company's cash flow from operations is dedicated to the payment of
interest on the subordinated notes and the payment of principal and interest
under the Credit Agreement and other indebtedness; (ii) the Company's leveraged
position may impede its ability to obtain financing in the future for working
capital, capital expenditures and general corporate purposes, including
acquisitions; and (iii) the Company's highly leveraged financial position may
make it more vulnerable to economic downturns and may limit its ability to
withstand competitive pressures. The Company believes that, based on its current
level of operations, it will have sufficient capital to carry on its business
and will be able to meet its scheduled debt service requirements. However, there
can be no assurance that the future cash flow of the Company will be sufficient
to meet the Company's obligations and commitments. In addition, the Credit
Agreement contemplates that all borrowings thereunder will become due prior to
2004. If the Company is unable to generate sufficient cash flow from operations
in the future to service its indebtedness and to meet its other commitments, the
Company will be required to adopt one or more alternatives, such as refinancing
or restructuring its indebtedness, selling material assets or operations or
seeking to raise additional debt or equity capital. There can be no assurance
that any of these actions could be effected on a timely basis or on satisfactory
terms or that these actions would enable the Company to continue to satisfy its
capital requirements. In addition, the terms of existing or future debt
agreements, including the Credit Agreement and related indenture, may prohibit
the Company from adopting any of these alternatives. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

CUSTOMERS IN CYCLICAL INDUSTRIES

Demand for most of the Company's products is cyclical in nature and subject
to changes in general economic conditions that affect market demand. Sales to
the building and construction markets are driven by trends in commercial and
residential construction, housing starts, residential repair and remodelings.
Transportation sales are also cyclical in nature and typically follow the trends
in the automotive, truck and

10
<PAGE>
recreational vehicle manufacturing industries. Historically, lower demand has
led to lower margins, lower production levels, or both.

DEPENDENCE ON ALUMINUM

The Company's primary raw material is aluminum coil. Because changes in
aluminum prices are generally passed through to the Company's customers,
increases or decreases in aluminum prices generally cause corresponding
increases and decreases in reported net sales, causing fluctuations in reported
revenues that are unrelated to the level of business activity. However, if the
Company is unable to pass through aluminum price changes to its customers in the
future, the Company could be materially adversely affected. Any major
dislocation in the supply and/or price of aluminum could have a material adverse
effect on the Company's business and financial condition. The Company is
therefore subject to the short-term commodity risk of carrying aluminum in its
inventory. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

SUBORDINATION OF NOTES; HOLDING COMPANY STRUCTURE

The subordinated notes and a related guarantee (the "Guarantee") given by
Amerimax Holdings, Inc., the U.S. holding company subsidiary of Euramax, are
contractually subordinated to all Senior Debt including all obligations under
the Credit Agreement. In the event of a circumstance in which the contractual
subordination provisions apply, holders of the subordinated notes will not be
entitled to receive, and will have an obligation to pay over to holders of
Senior Debt, any payments they may receive in respect of such notes, including
any payments received in respect of any Claims (as defined in the related
indenture). At December 26, 1997, the aggregate amount of consolidated
indebtedness and other liabilities which the notes are effectively subordinated
to is approximately $218.9 million, of which approximately $109.2 million is
outstanding under the Credit Agreement. The indebtedness under the Credit
Agreement will become due prior to the time the principal obligations under the
Notes become due. The issuers of the subordinated notes, which are the Company
and two of its subsidiaries, Euramax European Holdings plc and Euramax European
Holdings, B.V. (the "Issuer") and the guarantor, Amerimax Holdings, Inc. (the
"Guarantor"), are holding companies and do not have any independent operations.
Accordingly, the notes and the Guarantee are structurally subordinated to all
existing and future indebtedness of the subsidiaries of the Issuers and the
Guarantor, through which the Company's operations are conducted, including
obligations under the Credit Agreement. Subject to certain limitations, the
Indenture will permit the Issuers and their subsidiaries to incur additional
indebtedness. See "The Transactions." The holders of any indebtedness of the
Issuers' subsidiaries are entitled to payment of their indebtedness from the
assets of such subsidiaries prior to the holders of any general unsecured
obligations of the Issuers, including the Notes. In addition, substantially all
of the assets of the Company and its subsidiaries are or may in the future be
pledged to secure other indebtedness of the Company.

RESTRICTIONS IMPOSED BY THE CREDIT AGREEMENT AND THE INDENTURE

The Credit Agreement requires the Company to maintain specified financial
ratios and meet certain financial tests, among other obligations, including a
minimum interest coverage ratio, a minimum fixed charge coverage ratio, a
maximum leverage ratio, a minimum EBITDA requirement and maximum amounts of
capital expenditures. In addition, the Credit Agreement restricts, among other
things, the Issuers' ability to incur additional indebtedness and make
acquisitions. A failure to comply with the restrictions contained in the Credit
Agreement could lead to an event of default thereunder which could result in an
acceleration of such indebtedness. Such an acceleration would constitute an
event of default under the Indenture relating to the Notes. In addition, the
Indenture restricts, among other things, the Company's ability to incur
additional indebtedness, sell assets, make certain payments and dividends or
merge or consolidate. A failure to comply with the restrictions in the Indenture
could result in an event of default under the Indenture.

11
<PAGE>
ACQUISITION STRATEGY

The Company has engaged in and continues to engage in evaluations of and
discussions with potential acquisition candidates. Any such transaction(s) have
been and may be in the future financed by the incurring of additional
indebtedness which could be material. See "Risk Factors--Substantial Leverage."
Any such transaction(s) would be subject to negotiations of definitive
agreements, satisfactory financing arrangements (including compliance with the
limitations on issuance of indebtedness in the Indenture and in the Credit
Agreement) and applicable governmental approvals and consents. There can be no
assurance that any additional acquisitions will be completed or that such
acquired entities or assets will be successfully integrated into the Company's
operations, or will be able to operate profitably.

RISK OF CURRENCY EXCHANGE RATE FLUCTUATIONS AND INTERNATIONAL MANUFACTURING

In 1997, approximately 36% of the Company's net sales were made outside the
United States. The U.S. dollar value of the Company's sales varies with currency
exchange rate fluctuations. Changes in currency exchange rates could have an
adverse effect on the Company's results of operations and its ability to meet
interest and principal obligations on the Notes. International manufacturing and
sales are subject to risks including labor unrest, potentially high costs of
terminating labor contracts, restrictions on transfers of funds, export duties
and quotas, domestic and international customs and tariffs, unexpected changes
in regulatory environments, difficulty in obtaining distribution and support,
potentially adverse tax consequences and changes in effective tax rates. There
can be no assurance that any of the foregoing factors will not have a material
adverse effect on the Company's ability to increase or maintain its
international sales or on the Company's results of operations. See "Business."

IMPACT OF ENVIRONMENTAL REGULATION

The Company's U.S. and European facilities are subject to the requirements
of federal, state, local and foreign environmental and occupational health and
safety laws and regulations. There can be no assurance that Euramax is at all
times in compliance with all such requirements. Euramax has made and will
continue to make capital expenditures to comply with environmental requirements.
As is the case with manufacturers in general, if a release of hazardous
substances occurs on or from Euramax's properties or any offsite disposal
location used by Euramax, or if contamination from prior activities is
discovered at any of Euramax's properties, Euramax may be held liable for
cleanup costs, natural resource damages and associated transaction costs. The
amount of such liability could be material. Euramax has been named a party
potentially responsible for the costs of investigating and remediating nine
waste disposal sites, pursuant to the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1990. In addition, Euramax is
currently engaged in environmental remediation or has reason to believe that
remediation may be required at three properties currently operated by the
Company. See "Business-- Environmental, Health and Safety Matters" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Environmental Matters."

DEPENDENCE ON KEY PERSONNEL

The Company is dependent on the continued services of its senior management
team. Although the Company believes it could replace key employees in an orderly
fashion should the need arise, the loss of such key personnel could have a
material adverse effect on the Company. The Company does not maintain key-person
insurance for any of its officers, employees or directors. See
"Management--Directors and Key Officers."

COMPETITION

The markets in which the Company competes are highly competitive. In the
United States, competition comes from both large and small publicly held and
privately held companies. In Europe, competitors

12
<PAGE>
of the Company include three to four integrated companies in the specialty coil
coating business. Other smaller companies compete with the Company in the
building and construction, RV and transportation markets in Europe, both on a
regional basis and some on a pan-European basis. There can be no assurance that
the Company will be able to compete effectively in each of its markets in the
future. See "Business-- Competition."

CONTROLLING SHAREHOLDERS

The Investor Group owns 77.7% of the outstanding ordinary shares of the
Company and collectively controls the affairs and policies of the Company.
Circumstances may occur in which the interests of the Investor Group, as
shareholders of the Company, could be in conflict with the interests of the
holders of the Notes. In addition, the Investor Group may have an interest in
pursuing acquisitions, divestitures or other transactions that, in their
judgment, could enhance their equity investment, even though such transactions
might involve risks to the holders of the Notes. See "Security Ownership."

LIMITATIONS ON CHANGE OF CONTROL

In the event of a Change of Control, the Issuers will be required to make an
offer for cash to repurchase the Notes at 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the repurchase date. A
Change of Control will result in an event of default under the Credit Agreement
and may result in a default under other indebtedness of the Company that may be
incurred in the future. The Credit Agreement will prohibit the purchase of
outstanding Notes prior to repayment of the borrowings under the Credit
Agreement and any exercise by the holders of the Notes of their right to require
the Company to repurchase the Notes will cause an event of default under the
Credit Agreement. Finally, there can be no assurance that the Company will have
the financial resources necessary to repurchase the Notes upon a Change of
Control.

RISK OF FRAUDULENT TRANSFER

Amerimax, as Guarantor, has guaranteed the entire aggregate principal amount
of the subordinated notes. Amerimax has issued an intercompany note (the
"Intercompany Note") to the Company in the principal amount of approximately
$70.6 million. Under applicable provisions of the U.S. Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance laws, if
Amerimax, at the time it issued the Guarantee, (i) incurred such indebtedness
with intent to hinder, delay or defraud creditors, or (ii)(a) received less than
reasonably equivalent value or fair consideration for incurring such
indebtedness and (b)(1) was insolvent at the time of incurrence, (2) was
rendered insolvent by reason of such incurrence (and the application of the
proceeds thereof), (3) was engaged or was about to engage in a business or
transaction for which the assets remaining with the Company constituted
unreasonably small capital to carry on its businesses, or (4) intended to incur,
or believed that it would incur, debts beyond its ability to pay such debts as
they mature, then, in each case, a court of competent jurisdiction could void,
in whole or in part, the Notes, or, in the alternative, subordinate the
Guarantee to existing and future indebtedness of Amerimax. To the extent that
the Guarantee and/or the Intercompany Note were determined to be a fraudulent
conveyance or held unenforceable for any reason, the holders of the Notes would
cease to have a claim, or would have a limited claim, in respect to Amerimax. In
such event, the claims of the holders of the Notes would be subject to the prior
payment of all liabilities of Amerimax. The measure of insolvency for purposes
of the foregoing will vary depending upon the law applied in such case.
Generally, however, Amerimax would be considered insolvent if the sum of its
debts, including contingent liabilities, was greater than all of its assets at
fair valuation or if the present fair saleable value of its assets was less than
the amount that would be required to pay the probable liability on its existing
debts, including contingent liabilities, as they become absolute and matured.

Each of Euramax, Euramax U.K. and Euramax B.V. are severally liable for the
entire aggregate principal amount of the Notes. To the extent that insolvency,
bankruptcy or fraudulent transfer laws, or

13
<PAGE>
their equivalents, in the jurisdictions of incorporation of Euramax, Euramax
U.K. or Euramax B.V. have provisions similar to those described above and an
administrator or a court of competent jurisdiction were to make a finding of
insolvency or a similar holding, all or a portion of the claims with respect to
that Issuer in respect of the Notes could be avoided or subordinated to other
debts of such Issuer. In the event an administrator, a court, or other
equivalent person were to avoid or subordinate the Notes, holders of the Notes
would cease to have a claim in respect to such Issuer and would be solely
creditors of the remaining Issuers and the Guarantor.

Management believes that, for purposes of all such insolvency, bankruptcy
and fraudulent transfer or conveyance laws, the Notes and the Guarantee were
issued without the intent to hinder, delay or defraud creditors and for proper
purposes and in good faith and that the Issuers and the Guarantor, after the
issuance of the Notes and the Guarantee and the application of the proceeds
thereof, will be solvent, will have sufficient capital for carrying on their
respective business and will be able to pay their respective debts as they
mature. There can be no assurance, however, that a court passing on such
questions would agree with management's view.

14
<PAGE>
ITEM 2. PROPERTIES

The Company's principal business office and headquarters are located in
Corby, England, with executive offices located in Norcross (Atlanta), Georgia.
The principal facilities of the Company as of December 26, 1997 are listed
below:

<TABLE>
<CAPTION>
FACILITY FUNCTION SQUARE FEET
- ----------------------------------------------- ----------------------------------------------------- -----------
<S> <C> <C> <C>
U.S
Anaheim, CA Manufacturing (Leased) 15,000
Bedford Park, IL Manufacturing (Leased) 70,000
Bloomsburg, PA Manufacturing (Leased) 96,000
Bristol, IN Manufacturing (Owned) 110,115
Bristol, IN Office (Leased) 3,454
Cedar City, UT Manufacturing (Leased) 38,000
Dallas, TX Office (Leased) 12,230
Elkhart, IN Manufacturing (Leased) 60,000
Elkhart, IN Manufacturing (Leased) 65,000
Grand Prairie, TX Manufacturing (Leased) 45,281
Gridley, IL Manufacturing (Owned) 93,200
Idabel, OK Manufacturing (Owned) 37,440
Jackson, GA Manufacturing (Owned) 69,450
Lancaster, PA Manufacturing (Owned) 220,000
Lancaster, PA Office and Manufacturing (Owned) 126,083
Loveland, CO Manufacturing (Leased) 51,362
Mansfield, TX Manufacturing (Owned) 55,280
Marshfield, Wl Manufacturing (Owned) 28,200
McPherson, KS Manufacturing (Owned) 35,000
Mesa, AZ Manufacturing (Leased) 30,200
Moulton, AL Manufacturing (Owned) 39,152
Norcross, GA Executive Offices (Leased) 3,627
Rathdrum, ID Manufacturing (Leased) 26,190
Reidsville, NC Manufacturing (Leased) 62,575
Romoland, CA Manufacturing (Owned) 65,500
Sacramento, CA Manufacturing (Leased) 40,800
Stayton, OR Manufacturing (Leased) 35,733
Tifton, GA Manufacturing (Leased) 55,600
Tucker, GA Manufacturing (Leased) 35,000
West Sacramento, CA Manufacturing (Leased) 70,000
West Helena, AR Manufacturing (Owned) 230,000
EUROPE
Corby, England Office and Manufacturing (Owned) 171,000
Pudsey, England Manufacturing (Owned & Leased) 211,200
Andrezieux-Boutheon, France Manufacturing (Owned) 69,968
Montreuil-Bellay, France Manufacturing (Owned) 178,663
Roermond, The Netherlands Manufacturing (Owned) 208,216
</TABLE>

Management believes that the Company's facilities, taken as a whole, have
adequate productive capacity and sufficient manufacturing equipment to conduct
business at levels meeting current demand.

15
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are not currently parties to any pending
legal proceedings other than such proceedings incident to its business.
Management believes that such proceedings would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
consolidated financial position or results of operations of the Company and its
subsidiaries taken as a whole. See further information provided in Item 1.
"Business" and Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no items submitted for vote of Security Holders in the quarter
ended December 26, 1997.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Company has issued notes that were registered under the Securities Act
of 1933 in March, 1997. There is no established public trading market for any
class of common ("ordinary") or preferred ("preference") equity of the Company.
As of December 26, 1997 there are 20 holders of record of the Company's ordinary
shares.

In connection with the Transactions, the Company issued the equivalent of
34,000,000 shares of redeemable preference shares. The preference shares accrue
fixed, cumulative dividends of 14% per annum compounded quarterly. These
preference shares are more fully described in Note 6 to the Financial
Statements.

During 1997, no securities were issued by the Company.

ITEM 6. SELECTED HISTORICAL FINANCIAL DATA

Set forth below are selected historical financial data of the Company as of
the dates and for the periods presented. For purposes of this presentation, all
predecessor financial data represents such data for the Company when it was a
division of Alumax. The selected historical financial data as of and for each of
the three years in the period ended December 31, 1995, and the nine months ended
September 25, 1996, the three months ended December 27, 1996, and the year ended
December 26, 1997, were derived from the audited Financial Statements of the
Company. Due to required adjustments to record the Acquisition under the
purchase method of accounting, the consolidated financial and other data for the
period subsequent to the acquisition (the "Successor" periods) are not
comparable to such data for the periods prior to the acquisition (the
"Predecessor" periods). The combined results of operations for the year ended
December 27, 1996 represent the mathematical addition of the historical amounts
for the Predecessor period (January 1, 1996 through September 25, 1996) and the
Successor period (September 26, 1996 through December 27, 1996) and are not
indicative of the results that would actually have been obtained if the
Acquisition had occurred on December 31, 1995. The information contained in this
table should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Financial Statements
and accompanying notes thereto included herein.

16
<PAGE>

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
---------------------------------------------- ------------- COMBINED SUCCESSOR
NINE THREE ------------- -------------
MONTHS MONTHS YEAR YEAR
YEAR ENDED DECEMBER 31, ENDED ENDED ENDED ENDED
THOUSANDS OF U.S. ------------------------------- SEPTEMBER 25, DECEMBER 27, DECEMBER 27, DECEMBER 26,
DOLLARS 1993 1994 1995 1996 1996 1996 1997
--------- --------- --------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
DATA:
Net sales.............. $ 385,487 $ 446,572 $ 483,462 $ 363,308 $ 125,529 $ 488,837 $ 557,014(2)
--------- --------- --------- ------------- ------------- ------------- -------------
Costs and expenses:
Cost of goods
sold............. 316,841 366,717 399,989 300,185 104,055 404,240 454,180
Selling and
general.......... 35,336 42,424 41,351 33,286 10,950 44,236 49,239
Depreciation and
amortization..... 7,645 7,672 7,980 6,995 2,591 9,586 11,663
--------- --------- --------- ------------- ------------- ------------- -------------
359,822 416,813 449,320 340,466 117,596 458,062 515,082
--------- --------- --------- ------------- ------------- ------------- -------------
Earnings from
operations....... 25,665 29,759 34,142 22,842 7,933 30,775 41,932
Interest expense....... (1,950) (1,155) (4,089) (930) (6,235) (7,165) (24,082)
Interest income........ 800 900 1,100 308 48 356 544
Other income
(expense)............ (348) (285) (96) (298) (235) (533) 1,107
--------- --------- --------- ------------- ------------- ------------- -------------
Earnings before
income taxes..... 24,167 29,219 31,057 21,922 1,511 23,433 19,501
Provision for income
taxes................ 8,708 12,038 11,399 8,342 505 8,847 7,947
--------- --------- --------- ------------- ------------- ------------- -------------
Earnings before
extraordinary item... 15,459 17,181 19,658 13,580 1,006 14,586 11,554
Extraordinary item..... -- -- -- -- -- -- 1,758
--------- --------- --------- ------------- ------------- ------------- -------------
Net earnings....... 15,459 17,181 19,658 13,580 1,006 14,586 9,796
Dividends on redeemable
preference shares.... -- -- -- -- 1,191 1,191 5,191
--------- --------- --------- ------------- ------------- ------------- -------------
Net earnings (loss)
available for
ordinary
shareholders......... $ 15,459 $ 17,181 $ 19,658 $ 13,580 $ (185) $ 13,395 $ 4,605
--------- --------- --------- ------------- ------------- ------------- -------------
--------- --------- --------- ------------- ------------- ------------- -------------
OTHER DATA:
Capital expenditures... $ 7,700 $ 9,595 $ 17,429 $ 11,518 $ 682 $ 12,200 $ 7,184
Ratio of earnings to
fixed charges(1)..... 8.76x 13.04x 6.83x 12.63x 1.26x 3.78x 1.70x
BALANCE SHEET DATA (END
OF PERIOD)
Working capital........ $ 102,707 $ 126,659 $ 127,380 $ 120,940 $ 97,619 $ 97,619 $ 93,013
Total assets........... 196,541 236,771 236,649 335,766 327,293 327,293 397,750
Total long-term debt,
including current
maturities........... -- -- -- 235,000 211,740 211,740 244,216
Redeemable preference
shares............... -- -- -- 34,000 35,191 35,191 40,382
Total ordinary
shareholders'
equity............... 110,523 133,786 151,461 1,000 2,173 2,173 3,494
</TABLE>

- ------------------------------

(1) Earnings used in computing the ratio of earnings to fixed charges consist of
earnings before income taxes plus fixed charges. Fixed charges consist of
interest expense, including amortization of debt issuance costs and the
estimated interest component of rent expense.

(2) Net sales for the year ended December 26, 1997 were increased by
approximately $76 million from the Fabral and JTJ Laminating acquisitions.

17
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Historical Financial Data" and the Financial Statements of the Company and the
accompanying notes thereto included elsewhere herein. Certain risk factors,
among others, should be considered carefully in evaluating the Company and its
business. These risk factors include the following: (i) Substantial Leverage,
(ii) Customers in Cyclical Industries, (iii) Dependence on Aluminum, (iv)
Subordination of Notes, (v) Restrictions imposed by the Credit Agreement and
Indenture, (vi) Acquisition Strategy, (vii) Risk of Currency Exchange Rate
Fluctuations and International Manufacturing, (viii) Impact of Environmental
Regulation, (ix) Dependence on Key Personnel, (x) Competition, (xi) Controlling
Shareholders, (xii) Limitations on Change of Control, and (xiii) Risk of
Fraudulent Transfer (see "Business--Risk Factors").

GENERAL

The Company is a leading international downstream producer of aluminum and
steel products with facilities in the U.S., the U.K., The Netherlands and
France. Euramax's products are produced primarily from light gauge aluminum and
steel coil and include painted sheet and coil, siding, roofing, raincarrying
systems, windows, doors and various trim parts and components. The Company's
products are sold primarily to manufacturers of RV's and manufactured housing,
rural building contractors, distributors and home centers. See "Business." The
Company was formed in 1996 by the Investor Group to acquire certain portions of
Alumax's fabricated products operations pursuant to the Acquisition.

Approximately 55% of the Company's 1997 net sales were derived from sales of
aluminum products. Unlike other raw materials used by the Company, the cost of
aluminum is subject to a high degree of volatility caused by the relationship of
world aluminum supply to world aluminum demand. Historically, prices at which
the Company sells aluminum products tend to fluctuate with corresponding changes
in the prices paid to suppliers for aluminum raw materials. Supplier price
increases of normal amount and frequency can generally be passed to customers
within two to four months. Accordingly, the Company's reported net sales of
aluminum products may fluctuate with little or no change in the volume of
aluminum shipments.

STRATEGY

The Company's strategy is to expand its leadership position as a producer of
aluminum and steel products and to further broaden its current diversity of
products, customers and geographic regions in which it operates. Since the
Company's formation in 1996, Management has pursued a strategy of enhancing the
Company's operations and profitability and positioning the Company for future
growth. Under this strategy, during 1997, the Company sold two businesses which
were not material to operations and which did not serve Management's business
strategy. The Company expects to continue to pursue a strategy of identifying
and acquiring businesses and assets that would enable it to offer complementary
products or expand geographic coverage. During 1997, the Company completed two
such acquisitions in the U.S., increasing annual revenues by approximately $76.4
million.

While the Company's strategy includes identifying and acquiring businesses
and assets that would enable it to offer complementary products or expand
geographic coverage, there can be no assurance that additional acquisitions will
be completed or that, if completed, such acquisitions would improve the overall
profitability of the Company (see "Business--Risk Factors--Acquisition
Strategy"). Additionally, there can be no assurance that the Company will
experience similar general economic conditions or raw material price stability
that contributed to improvements in operating results for the year ended
December 26, 1997.

Historically, the Company has not engaged in hedging activities intended to
manage risks relating to movements in market prices of steel and aluminum raw
materials. However, in connection with the Company's risk-management strategy,
the Company has entered into currency swaps with major banking institutions to
reduce the impact of exchange rate fluctuations with respect to debt payments
made in foreign currency denominations (see Note 2 to Consolidated Financial
Statements).

18
<PAGE>
See Note 1 to the Consolidated Financial Statements included elsewhere
herein for a description of the basis of presentation of financial information
and the Company's relationship with Alumax, its former parent. Alumax operated
in a decentralized manner; therefore, many corporate functions were performed
directly by the Company. However, Alumax provided the Company with certain
administrative services, including but not limited to tax compliance, treasury
services, human resource administration, legal services, and investor relations.
The financial statements included elsewhere herein, and other financial
information set forth herein, have been presented on a combined basis for
periods prior to the Acquisition (the "Predecessor periods"), giving effect to,
among other items, corporate expenses which anticipated requirements as a
stand-alone company.

For purposes of the discussion below, the results of operations for the year
ended December 27, 1996 represent the mathematical addition of the historical
amounts for the Predecessor period (January 1, 1996 through September 25, 1996)
and the Successor period (September 26, 1996 through December 27, 1996) and are
not indicative of the results that would actually have been obtained if the
Acquisition had occurred on December 31, 1995.

Net earnings for the year ended December 26, 1997 totaled $9.8 million as
compared to net earnings of $14.6 million and $19.7 million for the years ended
December 27, 1996 and December 31, 1995, respectively. The 1997 results reflect
significant growth in operating earnings due to raw material price stability,
increases in shipments of specialty coated coil in Europe, the Fabral
Acquisition, the JTJ Laminating acquisition, and favorable general economic
conditions in both the U.S. and Europe. Improvements in operating earnings were
offset by increased interest expense from debt incurred in connection with the
Acquisition and from the debt incurred for the Fabral Acquisition.

RESULTS OF OPERATIONS

The following table sets forth the Company's Statement of Earnings Data
expressed as a percentage of net sales:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 27, DECEMBER 26,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales............................... 100.0% 100.0% 100.0%
Costs and expenses:
Cost of goods sold.................... 82.7 82.7 81.5
Selling and general................... 8.5 9.0 8.8
Depreciation and amortization......... 1.7 2.0 2.1
----- ----- -----
Earnings from operations................ 7.1 6.3 7.6
Interest expense, net................... 0.7 1.4 4.2
Other (income) expense, net............. -- 0.1 (0.2)
----- ----- -----
Earnings before income taxes and
extraordinary item.................. 6.4 4.8 3.6
Provision for income taxes.............. 2.3 1.8 1.4
----- ----- -----
Earnings before extraordinary item.... 4.1 3.0 2.2
----- ----- -----
Extraordinary item--loss on debt
refinancing, net of income tax benefit
of $1,088.............................. -- -- .3
----- ----- -----
Net earnings............................ 4.1% 3.0% 1.9%
----- ----- -----
----- ----- -----
</TABLE>

19
<PAGE>
YEAR ENDED DECEMBER 26, 1997 COMPARED TO THE YEAR ENDED DECEMBER 27, 1996.

NET SALES. Net sales increased 13.9% to $557.0 million for the year ended
December 26, 1997, from $488.8 million for the year ended December 27, 1996.
Approximately $59.4 million of this increase is attributable to net sales of
Fabral which was acquired by the Company on July 17, 1997 (see Notes to
Consolidated Financial Statements). Increases in aluminum shipments to OEM
markets in Europe, raincarrying systems in North America, and an increase in
steel shipments to producers of manufactured homes combined to increase net
sales in 1997 by approximately $32.4 million. In addition, net sales increased
approximately $17.0 million for sales attributable to JTJ Laminating, Inc.,
acquired by the Company on March 28, 1997 (see Liquidity and Capital Resources).
Net sales also increased approximately $4.2 million due to the strengthening of
the British Pound Sterling compared to the U.S. Dollar. The increases were
partially offset by (i) weakening of the Dutch Guilder and French Franc compared
to the U.S. Dollar, which reduced net sales approximately $11.5 million and $3.8
million, respectively, (ii) $21.7 million decline in net sales attributable to
divested subsidiaries (see Liquidity and Capital Resources), (iii) lower
aluminum selling prices precipitated by an approximate 10% reduction in market
prices for bare aluminum sheet and (iv) other individually insignificant
occurrences. Net sales in the U.S. increased 17.7% to $354.4 million for the
year ended December 26, 1997, from $301.0 million for the year ended December
27, 1996. Net sales in Europe increased 7.9% to $202.6 million for the year
ended December 26, 1997, from $187.8 million for the year ended December 27,
1996.

COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales,
decreased 1.2% for the year ended December 26, 1997, from 82.7% in 1996 to 81.5%
in 1997. This decrease is primarily attributable to (i) lower raw material
prices, (ii) sales of a greater percentage of higher margin aluminum products,
particularly in Europe, and (iii) an overall improvement in gross margin
attributable to higher sales volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses as a percentage of net sales decreased by 0.2% for the
year ended December 26, 1997, from 9.0% in 1996 to 8.8% in 1997. This decrease
is primarily attributable to the Fabral Acquisition which increased net sales
approximately $59.4 million for the year ended December 26, 1997, and which had
lower selling and general expenses, as a percentage of net sales, than the
Company prior to the acquisition.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization, as a
percentage of net sales, increased 0.1% for the year ended December 26, 1997,
from 2.0% in 1996 to 2.1% in 1997. This increase was primarily attributable to
depreciation and amortization arising from the Transaction and from the Fabral
Acquisition.

EARNINGS FROM OPERATIONS. For reasons stated above, earnings from
operations in the U.S. increased 58.0% from $12.2 million for the year ended
December 27, 1996 to $19.2 million for the year ended December 26, 1997.
Earnings from operations in Europe increased 22.0% from $18.6 million for the
year ended December 27, 1996, to $22.7 million for the year ended December 26,
1997.

INTEREST EXPENSE, NET. Net interest expense for the year ended December 26,
1997, increased substantially to $23.5 million from a level of $6.8 million for
the year ended December 27, 1996. This increase was due primarily to a full
year's interest as a result of acquisition borrowings.

OTHER EXPENSES, NET. The Company enters into currency swaps with major
banking institutions to reduce the impact of exchange rate fluctuations with
respect to debt payments made in foreign currency denominations. Currency swaps
involve exchanges of interest payments and principal amounts at maturity in
differing currencies. Other expenses for the year ended December 26, 1997,
included net transaction gains of approximately $631 and $382 on foreign
exchange movements in the UK and the Netherlands, respectively. Remaining income
(expense) was not significant for the years ended December 26, 1997 and December
27, 1996.

20
<PAGE>
PROVISION FOR INCOME TAXES. The effective rate for the provision for income
taxes increased from 37.8% to 40.7% for the years ended December 27, 1996, and
December 26, 1997, respectively. This increase was due to higher earnings
attributable to the U.S. operations and non-deductible amortization resulting
from the Fabral acquisition. Earnings in the U.S. are subjected to slightly
higher income tax rates than in the European countries and are also subject to
state income taxes.

EXTRAORDINARY ITEM. The results for the year ended December 26, 1997,
included a loss of $1.8 million, net of taxes of $1.1 million, for the write-off
of deferred financing costs in connection with the amendment and restatement of
the Company's Credit Agreement to, among other items, provide available
borrowings for the Fabral acquisition (see Extraordinary Item in Notes to
Consolidated Financial Statements).

YEAR ENDED DECEMBER 27, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

NET SALES. Net sales increased 1.1% to $488.8 million for the year ended
December 27, 1996 from $483.5 million for the year ended December 31, 1995. This
increase is primarily attributable to (i) an increase of approximately $13.3
million in net sales in the U.S. due to increased demand in the manufactured
housing and home center markets and (ii) an increase in sales to the vehicular
sector in Europe of approximately $4.2 million, partially offset by (iii) a
decrease in demand in the U.K. industrial market of approximately $7.8 million,
(iv) a weakening of the Company's key foreign currencies totaling approximately
$4.9 million (particularly the Dutch Guilder) compared to the U.S. Dollar and
(v) approximately $500,000 of other individually insignificant occurrences. Net
sales in the U.S. increased 4.6% to $301.1 million in 1996 from $287.8 million
in 1995. Net sales in Europe decreased 4.0% to $187.8 million in the year ended
December 27, 1996 from $195.7 million in the year ended December 31, 1995.

COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales, of
82.7% for the year ended December 27, 1996 approximated the 1995 cost of goods
sold of 82.7%. The average cost of aluminum in 1996 was 18.6% lower than in
1995. Cost of goods sold for 1996 remained virtually unchanged from 1995. After
consideration of non-recurring charges, cost of goods sold decreased from 82.7%
to 82.1%. This decrease is attributable to non-recurring charges in 1995 which
included $1.9 million paid to the parent company for the difference between
intergroup transfer prices and prices paid locally, $900,000 to out-source
painting costs while upgrading painting facilities and approximately $400,000 in
plant closing costs.

SELLING AND GENERAL. Selling and general expenses, as a percentage of net
sales, increased to 9.0% in the year ended December 27, 1996 from 8.5% in 1995.
This increase is attributable to increases of approximately $750,000 in
advertising and commissions in 1996, increases in corporate charges during 1996
of $567,000, additional information system expenses incurred in 1996 of
$388,000, reversal of provision for doubtful accounts during 1995 of $264,000,
and other individually insignificant occurrences of approximately $916,000.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased by
20.1% in the year ended December 27, 1996 as compared to 1995. This increase of
$1.6 million was due to (i) the Company's investment in a roll coating facility
placed in service in the U.S. in 1996 and (ii) the increased amortization of
goodwill and revalued assets in 1996 resulting from purchase accounting
adjustments.

EARNINGS FROM OPERATIONS. For reasons stated above, earnings from
operations in the U.S. increased 3.6% to $11.6 million in 1996 from $11.2
million in 1995. Earnings from operations in Europe decreased 16.2% to $19.2
million in the year ended December 27, 1996 from $22.9 million in the same
period in 1995.

INTEREST EXPENSE, NET. Net interest expense in the year ended December 27,
1996 increased substantially to $6.8 million from a 1995 level of $3.0 million.
This increase was due primarily to interest as a result of the Acquisition debt
incurred. Net interest expense in 1995 consisted primarily of interest charged
by Alumax for certain specific intercompany borrowings.

21
<PAGE>
OTHER EXPENSES, NET. Other expense was not significant in either 1996 or
1995.

PROVISION FOR INCOME TAXES. The effective rate of the provision for income
taxes for the full year 1996 increased to 37.7% from 36.7% in 1995. The increase
is due primarily to a higher portion of earnings taxed in the U.S. in 1996
compared to 1995. For the full year 1996, 37.8% of earnings from operations were
attributable to the U.S. operations, excluding corporate costs, compared to only
32.8% in 1995. In contrast, earnings in Europe comprised 62.2% in the full year
1996, a decrease from the 67.2% which was reported for the full year 1995, again
excluding any costs at the corporate level. Earnings in the U.S. are subject to
higher income tax rates than in Europe and are also subject to state income
taxes.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY. The Company's primary liquidity needs arise from debt service on
indebtedness incurred in connection with the Acquisition, other acquisitions,
and the funding of capital expenditures. As of December 26, 1997, the Company
had outstanding indebtedness for borrowed money of $244.2 million, $40.4 million
of Preference Shares and ordinary shareholders' equity of $3.5 million. Included
in such indebtedness was approximately $109.2 million under the Credit
Agreement, consisting of $63.8 million under the Term Loans and $45.4 million
under the Revolving Credit Facility. The undrawn amount of the Revolving Credit
Facility at December 26, 1997 was approximately $54.6 million, which was
available for working capital and general corporate purposes, subject to
borrowing base limitations. As of December 26, 1997, this amount was fully
available. The Company's leveraged financial position requires that a
substantial portion of the Company's cash flow from operations be used to pay
interest on the Notes, principal and interest under the Credit Agreement and
other indebtedness. Further, the Company's leveraged position may impede its
ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes. In addition, the Company's
leveraged position may make it more vulnerable to economic downturns and may
limit its ability to withstand competitive pressures. The Company believes that
cash generated from operations and, subject to borrowing base limitations,
borrowings under the Credit Agreement will be adequate to meet its needs for the
foreseeable future, although no assurance to that effect can be given.

Principal and interest payments under the Credit Agreement and interest
payments on the Notes represent significant liquidity requirements for the
Company. With respect to the $63.8 million of Term Loans, the Company must make
scheduled principal payments totaling $3.9 million in 1998, $7.8 million in
1999, $4.7 million in 2000, $7.0 million in 2001, $12.5 million in 2002, $15.9
million in 2003, and $12.0 million in 2004. The Term Loans and the Revolving
Credit Facility will bear interest at floating rates.

The Company's primary source of liquidity is funds generated from
operations, which is supplemented by borrowings under the Credit Agreement.
Operations provided cash of $28.8 million in the year ended December 26, 1997,
compared to $48.6 million in the year ended December 27, 1996. Lower cash flow
due to the interest expense on the acquisition debt was more than offset by
working capital reductions, net of the effects of the Fabral acquisition.

On March 28, 1997, the Company's wholly owned subsidiary, Amerimax Building
Products, Inc., purchased all of the issued and outstanding capital stock of JTJ
Laminating, Inc. ("JTJ") for approximately $2.1 million, along with assumption
of outstanding indebtedness of $1.3 million. At the closing date, approximately
$2.4 million was paid in cash, of which $1.3 million was to extinguish
outstanding indebtedness of JTJ. The remaining purchase price of $1.0 million
will be paid in various installments over the next ten years.

On June 2, 1997, the Company sold the assets, along with certain accounts
payable, related to its Johnson Door Products, Inc. subsidiary for approximately
$9.1 million in cash. On June 27, 1997, the Company sold all of the issued and
outstanding capital stock of Amerimax Specialty Products, Inc. for approximately
$4.2 million, of which $3.7 million was in cash and $500,000 in a subordinated
promissory

22
<PAGE>
note payable in 60 monthly installments of principal and accrued interest, such
interest accruing on the unpaid balance at an annual rate of 9.25%.

On July 17, 1997, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc., acquired all of the issued and outstanding capital stock of
Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc.
(collectively "Gentek" or "Fabral") pursuant to a purchase agreement (the
"Fabral Purchase Agreement"). On July 17, 1997, Gentek was comprised principally
of Fabral, a division of Gentek headquartered in Lancaster, Pennsylvania. The
purchase price, including approximately $2.5 million in acquisition related fees
and expenses, was approximately $76.1 million in cash. The Fabral Acquisition
was financed through borrowings of $38.0 million of senior secured revolving
loans and $40.0 million of senior secured term loans. Such borrowings were
available under the Credit Agreement which was amended and restated to increase
the Revolving Credit Facility from $85.0 million to $100.0 million and to
provide additional term loans of $40.0 million.

For the above acquisitions, the purchase price was allocated to the assets
and liabilities of the acquired companies based upon their estimated fair market
value at the acquisition date under the purchase method of accounting.

CAPITAL EXPENDITURES. The Company's capital expenditures were $7.2 million
and $12.2 million in the years ended December 26, 1997 and December 27, 1996,
respectively. Capital expenditures in 1997 include approximately $2.0 million
for improvements to paintlines in Corby, England and Roermond, The Netherlands.
Capital expenditures in 1996 include approximately $1.9 million for the
construction of a fabrication plant in Helena, Arkansas. The balance of capital
expenditures in both periods primarily relates to purchases and upgrades of
fabricating equipment, transportation and material moving equipment, and
information systems.

WORKING CAPITAL MANAGEMENT. Working capital was $93.0 million as of
December 26, 1997 compared to $97.6 million as of December 27, 1996. The Company
believes that current levels of working capital represent a liquid source of
funds available for future cash needs. The Company believes that further
reductions in accounts receivable and inventory can be achieved upon completion
of current information systems projects being undertaken in some of the
Company's subsidiaries. The Company believes these systems will offer distinct
advantages in monitoring credit, open receivables and inventory levels, while
enabling centralized ordering and inventory management. However, there can be no
assurance that such reductions will be achieved.

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the application year in certain computer
programs. Any of the Company's computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

Management is in the process of evaluating the effect of the Year 2000 Issue
on the Company. Based on preliminary findings, the total cost of addressing the
Year 2000 Issue is not expected to have a material effect on the Company's
business, financial condition or results of operations. However, Management is
in the process of completing its assessment of the potential impact of the Year
2000 Issue on the Company and the potential exposure of the Company to related
problems of its customers and suppliers. There can be no assurance that such
exposures or the costs of remediating any problems associated therewith will not
materially affect the Company's future business, financial condition or results
of operations.

23
<PAGE>
INFLATION AND FOREIGN CURRENCY TRANSLATION

In recent years, inflation has not had a significant effect on the Company's
results of operations or financial condition. The assets and liabilities of the
Company's non-U.S. subsidiaries are translated into U.S. dollars at current
exchange rates and revenues and expenses are translated at average exchange
rates. Currency translations on export sales could be adversely affected in the
future by the relationship of the U.S. Dollar with foreign currencies.

EUROPEAN CURRENCY

The 1992 treaty on European Union provides that, on or before January 1,
1999, and subject to the fulfillment of certain conditions, a new single
European currency, to be named the "Euro," will become a currency in its own
right, replacing some of the currencies of the fifteen member states of the
European Union.

The Company has begun coordinating the preparations for the Euro,
particularly with respect to the Company's European subsidiaries. Preparations
include the completion of an analysis to determine the cost of conversion, the
economic impact on the Company, and a time schedule for the introduction of the
Euro as a house currency for the appropriate subsidiaries. Preparation will also
include coordination with customers, suppliers and financial institutions to
ensure a smooth transition. The company expects to be able to transact business
in the Euro beginning on January 1, 1999.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, COMPREHENSIVE INCOME:
FINANCIAL STATEMENT PRESENTATION. SFAS 130 provides standards for reporting and
display of comprehensive income and its components (revenues, expenses, gains
and losses) in a full set of general-purpose financial statements. This standard
is effective for the Company's fiscal year beginning January 1, 1998. This
standard requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with same prominence as other financial
statements. Reclassifications of financial statements for earlier periods
presented for comparative purposes is required. Management is currently
reviewing the provisions of SFAS 130 and does not believe that the Company's
financial statements will be materially impacted by the adoption.

In 1997, the FASB issued SFAS No. 131, SEGMENT DISCLOSURES AND RELATED
INFORMATION. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that these enterprises report selected information about
operating segments in interim financial reports issued to shareholders. It also
presents standards for related disclosures about products and services,
geographic areas, and major customers. This standard is effective beginning with
the Company's 1998 annual financial statements, and prior period disclosures are
required to be restated. This standard requires that a public business
enterprise report financial and descriptive information about its reportable
operating segments. Management is currently reviewing the provisions of SFAS
131.

In February, 1998, the FASB issued SFAS No. 132, EMPLOYERS' DISCLOSURE ABOUT
PENSIONS AND OTHER POST RETIREMENT BENEFITS. SFAS No. 132 standardized the
disclosure requirements for pensions and other post retirement benefits to the
extent practicable. This standard is effective beginning with the Company's 1998
annual financial statements, and prior period disclosures are required to be
restated. Management is currently reviewing the provisions of SFAS 132 and does
not believe that the Company's financial statements will be materially impacted
by the adoption.

24
<PAGE>
ENVIRONMENTAL MATTERS

The Company's U.S. and European manufacturing facilities are subject to a
range of federal, state, local and foreign environmental laws and regulations
("Environmental Laws"), including those relating to air emissions, wastewater
discharges, the handling and disposal of solid and hazardous waste, and the
remediation of contamination associated with the current and historic use of
hazardous substances or materials. If a release of hazardous substances or
materials occurs on or from the Company's properties or any offsite disposal
location used by the Company, or if contamination from prior activities is
discovered at any of the Company's properties, the Company may be held liable
for the costs of remediation including response costs, natural resource damage
and associated transaction costs. While the amount of such liability could be
material, the Company devotes resources to ensuring that its operations are
conducted in a manner intended to reduce such risks.

Based upon an environmental review conducted by outside consultants in
connection with the Acquisition and assuming compliance by Alumax with its
indemnification obligations under the Acquisition Agreement, the Company
believes that it is currently in compliance with, and not subject to liability
under, Environmental Laws except where such noncompliance or liability would not
reasonably be expected to have a material adverse effect on the consolidated
financial position or results of operations of the Company and its subsidiaries
taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax has
agreed to correct and to bear substantially all costs with respect to certain
identified conditions of potential noncompliance and liability under
Environmental Laws, none of which costs is currently believed to be material.
Alumax's indemnification obligations under the Acquisition Agreement are not
subject to an aggregate dollar limitation with respect to specifically
identified environmental matters. However, with respect to all other
environmental matters, Alumax's obligations are limited to $125.0 million.

Liability with respect to hazardous substance or material releases in the
U.S. arises principally under the federal Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended "CERCLA" and similar state
laws, which impose strict, and under certain circumstances, retroactive, joint
and several liability upon statutorily defined classes of potentially
responsible parties ("PRP's"). The Company has been identified as a PRP at nine
National Priorities List ("NPL") sites under CERCLA, although two of these nine
sites may relate to disposal by divisions of Alumax that have never been and are
not now part of the Company. Pursuant to the terms of the Acquisition Agreement,
Alumax has agreed to indemnify the Company for all of the costs associated with
each of these nine NPL sites. In addition, Alumax has agreed to indemnify the
Company for all of the costs associated with eleven additional sites listed on
state hazardous site cleanup lists, with respect to which the Company has not
received any notice of potential responsibility.

The Company is currently engaged in environmental remediation or has reason
to believe that remediation may be required at three properties currently
operated by the Company. The Company's Mesa, Arizona facility is currently
listed on the CERCLA list of sites under review by U.S. Environmental Protection
Agency for inclusion on the NPL. In addition, the Mesa facility is located
within a state-designated groundwater contamination area and the Company may
consequently be identified as a PRP with respect to such contamination. Although
the Company believes that it is unlikely that its Mesa facility itself will be
designated as an independent NPL site, there can be no assurance that the costs
associated with further investigation and any cleanup at the site and the
Company's share of cleanup costs for the regional groundwater contamination
cleanup will not be material. Alumax has agreed to indemnify the Company for all
costs of required remediation including any required response costs at the Mesa
facility that may be incurred by the Company in excess of $500,000 (when
aggregated with all other environmental claims).

At the Company's Montreuil-Bellay, France facility, the Company has been
discharging wastewater potentially containing solvents to the ground at the
site. In addition, a spill from the facility's anodizing line

25
<PAGE>
may have resulted in contamination of soil and groundwater. Because no
subsurface investigation has been conducted at the site, there can be no
assurance that the costs associated with each of these issues will not be
material. As with the Mesa, Arizona facility, however, Alumax has agreed to
indemnify the Company for any costs of required remediation including any
required response costs with respect to each of these issues that may be
incurred by the Company in excess of $500,000 (when aggregated with all other
environmental claims).

At the Company's Corby, England facility, the Company has undertaken a
remediation of chromium-contaminated groundwater onsite, which remediation may
continue for a number of years. Although some upgrades to the groundwater
treatment system may be required within the next year to complete the
remediation, the costs associated with such an upgrade and with the completion
of remediation at the site are not expected to be material. Alumax Inc. has
agreed to indemnify the Company for all of the costs of required remediation at
this site in excess of $500,000 (when aggregated with all other environmental
claims).

The Company has made and will continue to make capital expenditures to
comply with Environmental Laws. The Company spent approximately $506,300 and
$983,100 in 1997 and 1996, respectively, on environmental capital projects.
These expenditures were primarily related to environmental controls associated
with a paint line upgrade in Lancaster, Pennsylvania and a new coil coating
facility in Helena, Arkansas. The Company estimates that its environmental
capital expenditures will be approximately $500,000 in 1998.

Certain risk factors, among others, should be considered carefully in
evaluating the Company and its business. For additional detail, please refer to
"Business--Risk Factors" contained in Part I, Item 1 of this Form 10-K. Also,
see the note preceding Part I of "Business" for additional information regarding
the Private Securities Litigation Reform Act.

26
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Euramax International plc

We have audited the accompanying consolidated balance sheets of Euramax
International plc and Subsidiaries (the "Company") as of December 27, 1996 and
December 26, 1997, and the related consolidated statements of earnings and cash
flows for the year ended December 31, 1995, the nine months ended September 25,
1996, the three months ended December 27, 1996, and the year ended December 26,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Euramax International plc and Subsidiaries as of December 27, 1996, and December
26, 1997, and the results of their operations and cash flows for the year ended
December 31, 1995, the nine months ended September 25, 1996, the three months
ended December 27, 1996, and the year ended December 26, 1997, in conformity
with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Atlanta, Georgia
February 27, 1998

27
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
------------------------------ -----------------------------
FOR THE YEAR FOR THE NINE FOR THE THREE FOR THE YEAR
ENDED MONTHS ENDED MONTHS ENDED ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
1995 1996 1996 1997
------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
THOUSANDS OF U.S. DOLLARS
Net sales........................................ $ 483,462 $ 363,308 $ 125,529 $ 557,014
Cost and expenses:
Cost of goods sold............................. 399,989 300,185 104,055 454,180
Selling and general............................ 41,351 33,286 10,950 49,239
Depreciation and amortization.................. 7,980 6,995 2,591 11,663
------------- --------------- -------------- -------------
Earnings from operations..................... 34,142 22,842 7,933 41,932
Interest expense, net............................ (2,989) (622) (6,187) (23,538)
Other income (expense), net...................... (96) (298) (235) 1,107
------------- --------------- -------------- -------------
Earnings before income taxes and
extraordinary item......................... 31,057 21,922 1,511 19,501
Provision for income taxes....................... 11,399 8,342 505 7,947
------------- --------------- -------------- -------------
Earnings before extraordinary item........... 19,658 13,580 1,006 11,554
Extraordinary item--loss on debt refinancing, net
of income tax benefit of $1,088................. -- -- -- 1,758
------------- --------------- -------------- -------------
Net earnings............................... 19,658 13,580 1,006 9,796
Dividends on redeemable preference shares........ -- -- (1,191) (5,191)
------------- --------------- -------------- -------------
Net earnings (loss) available for ordinary
shareholders............................... $ 19,658 $ 13,580 $ (185) $ 4,605
------------- --------------- -------------- -------------
------------- --------------- -------------- -------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

28
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
THOUSANDS OF U.S. DOLLARS DECEMBER 27, 1996 DECEMBER 26, 1997
ASSETS ----------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................ $ 12,516 $ 12,914
Accounts receivable, less allowance for doubtful accounts
(1996--$3,404; 1997--$3,494)........................................... 60,767 78,085
Inventories.............................................................. 87,235 87,461
Deferred income taxes.................................................... 1,483 611
Other current assets..................................................... 1,350 1,703
-------- --------
Total current assets................................................... 163,351 180,774
Property, plant and equipment, net......................................... 107,338 113,187
Goodwill, net of accumulated amortization (1996--$328; 1997--$2,416)....... 40,926 76,910
Deferred income taxes...................................................... -- 11,004
Other assets............................................................... 15,678 15,875
-------- --------
$ 327,293 $ 397,750
-------- --------
-------- --------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdrafts.......................................................... $ -- $ 11,470
Accounts payable......................................................... 38,221 42,575
Accrued expenses......................................................... 19,298 22,366
Accrued interest payable................................................. 4,696 5,035
Income taxes payable..................................................... 1,517 1,417
Deferred income taxes payable............................................ -- 974
Current maturities of long-term debt..................................... 2,000 3,924
-------- --------
Total current liabilities.............................................. 65,732 87,761
Long-term debt, less current maturities.................................... 209,740 240,292
Other liabilities.......................................................... 4,722 8,266
Deferred income taxes...................................................... 9,735 17,555
-------- --------
Total liabilities...................................................... 289,929 353,874
-------- --------
Commitments and contingencies
Redeemable preference shares:
Preference shares--14% cumulative preferred, no par value; 33,925,000
shares authorized, issued and outstanding, plus cumulative dividends of
$1,188 in 1996 and $6,368 in 1997...................................... 35,113 40,293
Sterling preference shares--14% cumulative preferred, no par value;
50,000 shares, at 1 British Pound Sterling, authorized, issued and
outstanding, plus cumulative dividends of $3 in 1996 and $14 in 1997... 78 89
-------- --------
Total redeemable preference shares..................................... 35,191 40,382
-------- --------
Ordinary shareholders' equity:
Ordinary shares--no par value; 911,520 shares authorized, issued and
outstanding............................................................ 912 912
Non-voting shares--no par value; 88,420 shares authorized, issued and
outstanding............................................................ 88 88
Sterling ordinary shares--no par value; 50,000 shares, at 1 British Pound
Sterling, authorized; no shares issued and outstanding................. -- --
Retained earnings........................................................ (185) 4,420
Minimum pension liability................................................ -- (535)
Foreign currency translation adjustment.................................. 1,358 (1,391)
-------- --------
Total ordinary shareholders' equity.................................... 2,173 3,494
-------- --------
$ 327,293 $ 397,750
-------- --------
-------- --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

29
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

<TABLE>
<CAPTION>
COMMON
STOCK AND MINIMUM
THOUSANDS OF U.S. DOLLARS PAID-IN RETAINED PENSION TRANSLATION
PREDECESSOR CAPITAL EARNINGS LIABILITY ADJUSTMENT TOTAL
- ----------------------------------------------------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994........................... $ 41,450 $ 96,794 $ -- $ (4,458) $ 133,786

Net earnings for 1995.............................. -- 19,658 -- -- 19,658
Dividends declared/paid............................ -- (4,037) -- -- (4,037)
Foreign currency adjustment........................ -- -- -- 2,054 2,054
----------- ---------- ----- ----------- ----------
Balance, December 31, 1995........................... 41,450 112,415 -- (2,404) 151,461

Net earnings for the nine months ended
September 25, 1996............................... -- 13,580 -- -- 13,580
Foreign currency adjustment........................ -- -- -- 3,142 3,142
----------- ---------- ----- ----------- ----------
Balance, September 25, 1996.......................... $ 41,450 $ 125,995 $ -- $ 738 $ 168,183
----------- ---------- ----- ----------- ----------
----------- ---------- ----- ----------- ----------

SUCCESSOR
- -----------------------------------------------------
Balance, September 25, 1996 (reflects the new
basis of shares in connection with the
acquisition)....................................... $ 1,000 $ -- $ -- $ -- $ 1,000

Net earnings for the three months ended
December 27, 1996................................ -- 1,006 -- -- 1,006
Dividends accrued on redeemable
preference shares................................ -- (1,191) -- -- (1,191)
Foreign currency adjustment........................ -- -- -- 1,358 1,358
----------- ---------- ----- ----------- ----------
Balance, December 27, 1996........................... 1,000 (185) -- 1,358 2,173

Net earnings for 1997.............................. -- 9,796 -- -- 9,796
Dividends accrued on redeemable
preference shares................................ -- (5,191) -- -- (5,191)
Minimum pension liability.......................... -- -- (535) -- (535)
Foreign currency adjustment........................ -- -- -- (2,749) (2,749)
----------- ---------- ----- ----------- ----------
Balance, December 26, 1997........................... $ 1,000 $ 4,420 $ (535) $ (1,391) $ 3,494
----------- ---------- ----- ----------- ----------
----------- ---------- ----- ----------- ----------
</TABLE>

The accompany notes are an integral part of these consolidated financial
statements.

30
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
--------------------------- ---------------------------
PREDECESSOR SUCCESSOR
--------------------------- ---------------------------
FOR THE YEAR FOR THE NINE FOR THE THREE FOR THE YEAR
ENDED MONTHS ENDED MONTHS ENDED ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
THOUSANDS OF U.S. DOLLARS 1995 1996 1996 1997
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings........................................ $ 19,658 $ 13,580 $ 1,006 $ 9,796
Reconciliation of net earnings to net cash provided
by operating activities:
Depreciation and amortization..................... 7,980 6,995 2,591 11,663
Provision for doubtful accounts................... 388 827 221 1,858
(Gain) loss on sales of assets.................... 147 (168) (7) (2)
Deferred income taxes............................. (526) (339) (761) (1,190)
Loss on debt extinguishment....................... -- -- -- 2,846
Changes in operating assets and liabilities:
Accounts receivable............................. (2,019) (9,176) 11,962 (5,809)
Inventories..................................... (9,197) 4,438 7,001 14,097
Other current assets............................ 930 193 (130) 148
Accounts payable and other current liabilities.. (17,728) 5,852 4,427 (3,779)
Income taxes payable............................ 6,074 (1,788) 1,378 4,220
Net change in other noncurrent assets and
liabilities................................... 258 (173) 689 (5,071)
------------ ------------- ------------- ------------
Net cash provided by operating activities......... 5,965 20,241 28,377 28,777
------------ ------------- ------------- ------------

Cash flows from investing activities:
Purchase of Fabricated Products..................... -- -- (251,213) --
Adjustment of purchase price of Fabricated
Products.......................................... -- -- -- 3,487
Proceeds from sale of assets........................ 177 233 92 289
Proceeds from dispositions of businesses............ -- -- -- 12,764
Purchases of businesses............................. -- -- -- (78,473)
Capital expenditures................................ (17,429) (11,518) (682) (7,184)
------------ ------------- ------------- ------------
Net cash used in investing activities............. (17,252) (11,285) (251,803) (69,117)
------------ ------------- ------------- ------------

Cash flows from financing activities:
Cash overdraft...................................... -- -- -- 11,470
Repayment of debt................................... -- -- (25,164) (39,291)
Proceeds from long-term debt........................ -- -- 235,000 73,333
Proceeds from issuance of preference shares......... -- -- 34,000 --
Proceeds from issuance of ordinary shares........... -- -- 1,000 --
Deferred financing fees............................. -- -- (9,930) (1,268)
Other............................................... -- -- (1,555) --
Dividends paid...................................... (4,037) -- -- --
Net change in due to former parent.................. (7,486) (20,973) -- --
------------ ------------- ------------- ------------
Net cash provided by (used in) financing
activities...................................... (11,523) (20,973) 233,351 44,244
------------ ------------- ------------- ------------
Effect of exchange rate changes on cash............... 278 (677) 2,698 (3,506)
------------ ------------- ------------- ------------
Net increase (decrease) in cash and equivalents....... (22,532) (12,694) 12,623 398
Cash and equivalents at beginning of period........... 35,119 12,587 (107) 12,516
------------ ------------- ------------- ------------
Cash and equivalents at end of period................. $ 12,587 $ (107) $ 12,516 $ 12,914
------------ ------------- ------------- ------------
------------ ------------- ------------- ------------
</TABLE>

31
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
------------------------------ ------------------------------
PREDECESSOR SUCCESSOR
------------------------------ ------------------------------
FOR THE YEAR FOR THE NINE FOR THE THREE FOR THE YEAR
ENDED MONTHS ENDED MONTHS ENDED ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
THOUSANDS OF U.S. DOLLARS 1995 1996 1996 1997
------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Noncash financing and investing activities:
Dividends accrued on redeemable preference shares... $ -- $ -- $ 1,191 $ 5,191
Purchase of business financed in part with a note
payable to seller................................. $ -- $ -- $ -- $ 800
Sale of business financed in part with a note
receivable from purchaser......................... $ -- $ -- $ -- $ 500

Supplemental cash flow information:
Income taxes paid, net.............................. $ 2,274 $ 2,871 $ 3 $ 3,165
Interest paid $ -- $ -- $ -- $ 22,306
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

32
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

1. ORGANIZATION, ACQUISITIONS AND DIVESTITURES:

Euramax International plc, a corporation formed under the laws of England
and Wales ("Euramax" or the "Company"), is the parent holding company of four
first tier holding companies: Amerimax Holdings, Inc., a Delaware corporation
("Amerimax"); Euramax European Holdings plc, a corporation formed under the laws
of England and Wales ("Euramax U.K."); Euramax European Holdings, B.V., a
corporation formed under the laws of The Netherlands ("Euramax B.V."); and
Euramax European Holdings, S.A., a corporation formed under the laws of France
("Euramax S.A."). The Company is a holding company organized by an investor
group to acquire certain portions of the fabricated products operations of
Alumax Inc. ("Alumax").

Pursuant to a purchase agreement between the Company and Alumax, on
September 25, 1996, the Company purchased, through its wholly-owned
subsidiaries, all of the issued and outstanding capital stock of the following
Alumax subsidiaries which formerly operated certain portions of Alumax's
fabricated products operations (the "Acquisition"): (i) Amerimax Fabricated
Products, Inc. and its wholly owned subsidiaries, Amerimax Specialty Product,
Inc., Amerimax Building Products, Inc., Amerimax Coated Products, Inc., Johnson
Door Products, Inc., and Amerimax Home Products, Inc.; (ii) Euramax Holdings
Limited and its wholly owned subsidiaries, Ellbee Limited and Euramax Coated
Products Limited; (iii) Euramax Europe B.V. and its wholly owned subsidiary,
Euramax Coated Products B.V.; and (iv) Euramax Industries S.A. and its wholly
owned subsidiary Euramax Coated Products S.A. For purposes of identification and
description, the acquired business is referred to as "Fabricated Products" or
the "Predecessor" for the periods prior to the Acquisition, "Euramax" or the
"Successor" for the period subsequent to the Acquisition, and the "Company" for
both periods. The financial statements of the Predecessor include the combined
accounts of the entities referred to as Fabricated Products. Such Predecessor
financial statements have been prepared as if the Company's businesses had
operated as an independent stand-alone entity for all periods presented. Certain
obligations were originally recorded by Alumax on behalf of the Company such as
post-retirement and post-employment benefit obligations, income taxes, legal and
other corporate expenses. These obligations have been allocated to the Company's
financial statements using several factors including revenues or number of
employees or other reasonable methods. Corporate expenses of Alumax have been
allocated to the Company on a basis management believes is reasonable and
represents the expenses as if the Company were a stand alone operation. See Note
12 for a description of transactions with Alumax. The financial statements of
the Successor include the consolidated accounts of the entities referred to as
Euramax. All significant intercompany accounts and transactions have been
eliminated.

The purchase price for the Acquisition of approximately $252.4 million,
including acquisition expenses of approximately $3.9 million and adjustments to
give effect to certain items including cash acquired and working capital, was
allocated to the assets and liabilities of the Company based upon their fair
market value at the date of the Acquisition under the purchase method of
accounting. Such purchase price reflects adjustments to record the results of a
special audit to determine the change in the Fabricated Products working capital
(as defined) from December 31, 1995 through September 25, 1996, and is not
materially different than the amount initially recorded. Additionally, the
allocation of the purchase price was, in certain instances, based on preliminary
information and has been adjusted to reflect final asset and liability
valuations. Such final valuations were not materially different than amounts
initially recorded.

The financing for the Acquisition was provided by: (a) $35.0 million of
preference and ordinary share capital; (b) $135.0 million of Senior Subordinated
Notes (the "Offering"); and (c) $100.0 million under a Credit Agreement
aggregating $125.0 million.

33
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

The following unaudited pro forma data presents the results of operations
for the twelve months ended December 27, 1996, as though the Acquisition and the
Offering had been completed January 1, 1996, and assume that there are no other
changes in the operations of the Company. Such pro forma information includes
adjustments to interest expense; changes in depreciation of property, plant and
equipment and amortization of goodwill relating to the allocation of the
purchase price; and the income tax effect related to these items. The pro forma
results are not necessarily indicative of the financial results that might have
occurred had the Acquisition and the Offering actually taken place on the above-
mentioned dates, or of the future results of operations:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 27, 1996
-----------------
<S> <C>
Net sales.................................................................. $ 488,837
Earnings before income taxes............................................... 6,435
Net earnings............................................................... 3,877
</TABLE>

On July 17, 1997, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc., pursuant to the previously reported agreement (the "Fabral
Purchase Agreement"), acquired all of the issued and outstanding capital stock
of Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc.
(collectively "Gentek" or "Fabral") (the "Fabral Acquisition"). At the Fabral
Acquisition date, Gentek was comprised principally of Fabral, a division of
Gentek headquartered in Lancaster, Pennsylvania.

Fabral is a manufacturer and distributor of steel and aluminum roofing and
wall paneling products specifically for the agricultural, commercial and
industrial markets. The following unaudited pro forma data present the results
of operations for the years ended December 26, 1997 and December 27, 1996,
respectively, as though the Fabral Acquisition had been completed on the first
day of the fiscal year, and assume that there are no other changes in the
operations of the Company. Such pro forma information includes adjustments to
interest expense; changes in amortization of goodwill relating to the allocation
of the purchase price; and the income tax effect related to these items. The pro
forma results are not necessarily indicative of the financial results that might
have occurred had the Fabral Transaction actually taken place on the first day
of the fiscal year, or of the future results of operations.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 27, DECEMBER 26,
1996 1997
------------ ------------
<S> <C> <C>
Net sales........................................................ $ 596,023 $ 611,828
Earnings before extraordinary item............................... 4,148 11,639
Net earnings..................................................... 4,148 9,881
</TABLE>

The purchase price, including estimated adjustments for changes in net
tangible assets required by the Fabral Purchase Agreement and approximately $2.5
million in acquisition related fees and expenses, was approximately $76.1
million in cash. The purchase price has been allocated to the assets and
liabilities of Fabral based upon their estimated fair market value at the
acquisition date under the purchase method of accounting.

The Fabral Acquisition was financed through borrowings ("Additional
Borrowings") of approximately $38.0 million of senior secured revolving loans
and $40.0 million of senior secured term loans. Such borrowings were available
under the Credit Agreement which was amended and restated to increase the
Revolving Credit Facility from $85.0 million to $100.0 million and to provide
additional term loans of $40.0 million (see Note 5).

34
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

Certain Financial Statements and Exhibits for the Fabral Acquisition can be
found in the Company's
Current Report on Form 8-K, filed August 1, 1997 and Form 8-K/A, filed September
26, 1997.

The pro forma effects of the three above noted transactions were not
material to the Company's results of operations.

The operations of Euramax are conducted through various indirect operating
subsidiaries of Amerimax, Euramax U.K., Euramax B.V. and Euramax S.A. Euramax is
a leading international downstream producer of aluminum and steel products with
facilities in the U.S., the U.K., The Netherlands and France. Euramax's products
include painted sheet and coil, siding, roofing, raincarrying systems, windows,
doors and various fabricated trim parts and components. The Company's products
are sold primarily to manufacturers of recreational vehicles and manufactured
housing, rural building contractors, distributors and home centers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Company include the accounts of
the Company and all its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

FISCAL YEAR

In 1996, the Company began operating on a 52/53 week fiscal year ending on
the last Friday in December. Previously, the Company operated on a calendar
year.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that may affect the reported amounts of certain assets and
liabilities and disclosure of contingencies at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

35
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
CASH AND EQUIVALENTS

The Company considers all highly liquid investments with an initial maturity
of three months or less to be cash equivalents. Certain cash book overdrafts of
the Company have been netted with positive cash book balances held with the same
banking institutions.

INVENTORIES

Inventories are stated at the lower of cost or market, with cost determined
under the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost. Depreciation and
amortization of property, plant and equipment is computed principally on the
straight-line method over the estimated useful lives of the assets ranging from
5 to 10 years for equipment and 25 years for buildings. Gains or losses related
to the disposition of property, plant and equipment are charged to other income
or expense when incurred.

GOODWILL

The Company used the purchase method to account for the Fabricated Products
and Fabral acquisitions (See Note 1). Goodwill is amortized on a straight-line
basis over 30 years. The Company periodically reviews the amortization period to
determine if events and circumstances warrant revised estimates of the useful
lives. Also, at each balance sheet date, management assesses whether there has
been a permanent impairment in the value of goodwill by comparing anticipated
undiscounted future cash flows from operating activities with the carrying value
of goodwill. The factors considered by management in the assessment include
operating results, trends and prospects, as well as the effects of obsolescence,
demand, competition and other economic factors.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

In connection with the Company's risk-management strategy, the Company
enters into currency swaps with major banking institutions to reduce the impact
of exchange rate fluctuations with respect to debt payments made in foreign
currency denominations. Currency swaps involve exchanges of interest payments in
differing currencies, but provide for the exchange of principal amounts at
maturity. The fair value of the currency swaps is derived from valuation models
based upon recognized financial principals and estimates about relevant future
market conditions (see Note 5). Amounts of interest to be paid or received are
included in interest expense on an accrual basis, as they effectively limit the
interest payment exposure of the Company's debt commitments. The amounts
exchanged are based upon the notional amounts of the currency swaps, as well as
on the other terms of the currency swaps, which relate to interest payments and
exchange rates. Cash flows from the currency swaps are recognized in the
statement of cash flows in the same category as that of the hedged item.

The Company would be exposed to credit-related losses in the event of
nonperformance by the counterparties that issued the currency swaps. The Company
does not expect that counterparties to the currency swaps will fail to meet
their obligations, given their high credit ratings. The Company generally

36
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
does not give or receive collateral on currency swaps due to its own credit
rating and that of its counterparties.

Deferral (hedge) accounting is applied only if the derivative reduces the
risk of the underlying hedged item and is designated at inception as a hedge
with respect to the hedged item. Additionally, changes in the fair value of the
derivative are expected to be inversely correlated to the changes in the fair
value of the hedged item. Derivatives are measured for effectiveness both at
inception and on an ongoing basis. If a derivative instrument ceases to meet the
criteria for deferral or settlement accounting, any subsequent gains and losses
are currently recognized in income. Should a swap be terminated while the
underlying debt remains outstanding, the gain or loss is adjusted to the basis
of the underlying debt and amortized over its remaining life. The currency swaps
have been designated as hedges, and are closely monitored to ensure that
correlation with the underlying hedged items exists to such a degree that they
substantially offset.

The fair value of the Company's long-term debt is estimated based on the
current rates offered to the Company for debt of similar terms except for the
11.25% Senior Subordinated Notes, which are measured at the quoted market rate
(see Note 5).

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The fair value of these financial instruments approximates book
value at December 26, 1997. The Company places its cash and cash equivalents
with high credit quality institutions. At times, such investments may be in
excess of the Federal Deposit Insurance Corporation insurance limit; however,
the Company believes that its credit risk exposure is not significant due to the
high credit quality of the institutions. The Company routinely assesses the
financial strength of its customers. Also, due to the large number of customers
and the widely dispersed geographic areas in which the Company's businesses
operate, the Company believes that its trade accounts receivable credit risk
exposure is not significant.

REVENUE RECOGNITION

The Company recognizes revenue when title passes to the customer.

TRANSLATION OF FOREIGN CURRENCIES

Assets and liabilities of subsidiaries are translated at the rate of
exchange in effect on the balance sheet date; income and expenses are translated
at the weighted average rates of exchange prevailing during the year. Foreign
currency gains and losses resulting from transactions are included in results of
operations. The foreign currency transaction gains (losses) recorded in selling
and general expenses for 1995 were $275.3, $74.2 for the nine months ended
September 25, 1996, $159.0 for the three months ended December 27, 1996, and
$(14.5) for the year ended December 26, 1997.

RECENT ACCOUNTING PRONOUNCEMENTS

37
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
for the Company's fiscal year beginning January 1, 1998. This standard requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with same prominence as other financial statements. Reclassifications
of financial statements for earlier periods presented for comparative purposes
is required. Management is currently reviewing the provisions of SFAS 130 and
does not believe that the Company's financial statements will be materially
impacted by the adoption.

RECLASSIFICATIONS

Certain reclassifications have been made to prior years' financial
statements to conform with the 1997 presentation.

3. INVENTORIES:

Inventories were comprised of:

<TABLE>
<CAPTION>
DECEMBER 27, 1996 DECEMBER 26, 1997
----------------- -----------------
<S> <C> <C>
Raw materials.......................................... $ 59,429 $ 63,768
Work in process........................................ 12,769 12,029
Finished products...................................... 15,037 11,664
------- -------
$ 87,235 $ 87,461
------- -------
------- -------
</TABLE>

38
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

4. PROPERTY, PLANT AND EQUIPMENT:

Components of property, plant and equipment were as follows:

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 26,
1996 1997
------------ ------------
<S> <C> <C>
Land and improvements............................................ $ 8,170 $ 6,369
Buildings........................................................ 29,873 36,714
Machinery and equipment.......................................... 69,042 85,393
------------ ------------
107,085 128,476
Less accumulated depreciation.................................... (2,167) (15,475)
------------ ------------
104,918 113,001
Construction in progress......................................... 2,420 186
------------ ------------
$ 107,338 $ 113,187
------------ ------------
------------ ------------
</TABLE>

5. LONG-TERM OBLIGATIONS:

Long-term obligations consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 26,
1996 1997
------------ ------------
<S> <C> <C>
Credit Agreement:
Revolving Credit Facility...................................... $ 36,378 $ 45,401
Term Loans..................................................... 40,362 63,815
11.25% Senior Subordinated Notes due 2006........................ 135,000 135,000
------------ ------------
211,740 244,216
Less: current portion............................................ (2,000) (3,924)
------------ ------------
$ 209,740 $ 240,292
------------ ------------
------------ ------------
</TABLE>

The Company has outstanding borrowings under a credit agreement (the "Credit
Agreement") consisting of term loans (the "Term Loans") and a revolving credit
facility (the "Revolving Credit Facility"), a portion of which is available for
letters of credit and swing loans. The Term Loans consist of five facilities in
the aggregate amount of $63.8 million. Two of the facilities, which aggregate to
$11.2 million, consist of a Dutch Guilder facility and a Pound Sterling
facility. The third facility is a U.S. Dollar facility in the amount of $13.4
million (the "Tranche B Facility"). The fourth facility is a U.S. Dollar
facility in the amount of $19.3 million (the "Tranche A Facility"). The fifth
facility is a U.S. Dollar facility in the amount of $19.9 million (the "Tranche
C Facility"). Loans under the Revolving Credit Facility are made, at the
election of the Company, in U.S. Dollars, Dutch Guilders and/or Pounds Sterling.
All loans under the Term Loans and the Revolving Credit Facility are repaid in
the currency in which the loan is made.

Outstanding loans under the Revolving Credit Facility and the Term Loans,
except the Tranche B Facility, must be repaid by June 2002; provided, however,
that subject to the consent of the lender under the Revolving Credit Facility,
the Company will have the option to extend the final maturity date on the
Revolving Credit Facility to June 2004. Outstanding loans under the Tranche C
Facility must be repaid by September 2003. Outstanding loans under the Tranche B
Facility must be repaid by June 2004.

Through December 26, 1997, at the option of the Company, the interest rate
applicable to the loans under the Credit Agreement was based upon a Base Rate or
a Eurocurrency Rate (both as defined), plus

39
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

5. LONG-TERM OBLIGATIONS: (CONTINUED)
margins as follows: (a) Base Rate plus 1.75% in the case of the Revolving Credit
Facility and all U.S. Dollar denominated Term Loans except the Tranche B
Facility, or 2.25% in the case of the Tranche B Facility; or (b) Eurocurrency
Rate for one, three or six months, plus 2.75% in the case of the Revolving
Credit Facility and all Term Loans except the Tranche B Facility, or 3.25% in
the case of the Tranche B Facility. At December 26, 1997, the interest rate on
the Revolving Credit Facility was 8.761%, the interest rate on the Tranche B
Facility was 9.0625%, and the interest rate on the other term loan facilities
was 8.589%.

In November, 1997, the Credit Agreement was amended to provide for variable
rate margins, determined quarterly, based upon the Company's ratio of operating
cash flow (EBITDA) to total debt. For periods after December 26, 1997, the
maximum and minimum base rate margins are 1.75% and 1.00%, respectively. The
maximum and minimum Eurocurrency rate margins are 2.75% and 1.25%, respectively.

As of December 26, 1997, an undrawn amount of $54.6 million remained under
the Revolving Credit Facility and was fully available. Debt decreased $1.6
million due to fluctuations in the foreign exchange rates since December 27,
1996.

The Credit Agreement contains certain covenants and restrictions on actions
by the Company and its subsidiaries. In addition, the Credit Agreement requires
the Company to meet certain financial tests, including minimum fixed charge
coverage ratio, minimum interest coverage ratio, maximum leverage ratio, minimum
EBITDA (earnings before income taxes plus net interest expense and depreciation
and amortization) requirements and maximum amounts of capital expenditures. As
of December 26, 1997, the Company is in compliance with these covenants and
restrictions.

On September 25, 1996, the Company issued $135.0 million in 11.25% Senior
Subordinated Notes due 2006 pursuant to a private offering. On March 10, 1997,
the Company issued new 11.25% Senior Subordinated Notes due 2006 pursuant to an
exchange offer whereby holders of the original notes received new notes which
have been registered under the Securities Act of 1933, as amended, but are
otherwise identical to the original notes. The original notes and the new notes
are herein referred to as "the Notes". The Notes mature on October 1, 2003 and
bear interest at the rate of 11.25% per annum from September 25, 1996 payable
semiannually in arrears on April 1 and October 1 of each year, commencing on
April 1, 1997. The Notes may be redeemed at the option of the Company, in whole
or in part, at any time on or after October 1, 2001, under the conditions and at
the redemption price as specified in the note indenture dated as of September
25, 1996, under which the Notes were issued. The Notes are unsecured obligations
subordinated to all existing and future unsubordinated borrowings of the
Company, including all of the obligations under the Credit Agreement, and will
be effectively subordinated to all obligations of any subsidiaries of the
Company.

Future maturities of long-term obligations as of December 26, 1997 are as
follows:

<TABLE>
<S> <C>
1998.............................................................. $ 3,924
1999.............................................................. 7,832
2000.............................................................. 4,699
2001.............................................................. 7,031
2002.............................................................. 12,527
Thereafter........................................................ 208,203
---------
$ 244,216
---------
---------
</TABLE>

40
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

5. LONG-TERM OBLIGATIONS: (CONTINUED)
The Notes are guaranteed on a senior subordinated basis by Amerimax, and the
borrowings under the Credit Agreement are guaranteed by the Company and all of
its subsidiaries, other than Euramax S.A. and its subsidiaries. Substantially
all assets of the Company are pledged as collateral against the borrowings under
the Credit Agreement.

In connection with the Notes, on December 27, 1996, the Company entered into
two currency swap agreements with a major banking institution. The agreements
provide for exchanges of interest payments in Dutch Guilders and Pound Sterling
for U.S. Dollars on April 1, and October 1 of each year commencing April 1,
1997, and provide for exchanges of principal amounts at maturity on October 1,
2003. The currency swaps effectively convert the interest rate on $75.0 million
of the Notes from 11.25% payable in U.S. Dollars to 10.36% payable in Dutch
Guilders and 12.72% payable in Pound Sterling. Under the agreements, the Company
is required to exchange 85.1 million Dutch Guilders for $50 million and 16.0
million Pounds Sterling for $25.0 million at maturity. At December 26, 1997, the
fair value of the currency swap agreement was $7.7 million.

The fair value of the Company's long-term debt is estimated based on the
current rates offered to the Company for debt of similar terms and maturities
except for the 11.25% Senior Subordinated Notes due 2006 which are measured at
the quoted market rate. The fair value of the Company's 11.25% Senior
Subordinated Notes due 2006 was $145.1 million at December 26, 1997. All other
long-term debt approximates the carrying value at December 26, 1997.

6. REDEEMABLE PREFERENCE SHARES:

In connection with the Acquisition described in Note 1, the Company issued
the equivalent of 34,000,000 shares of redeemable preference shares as follows:
33,925,000 preference shares with a stated value of $1 per share, and 50,000
sterling preference shares with a stated value of 1 British Pound Sterling per
share. The preference shares accrue fixed, cumulative dividends of 14% per annum
compounded quarterly on March 31, June 30, September 30, and December 31 in each
year, beginning on December 31, 1996, and are paid as declared by the Company's
Board of Directors. The Company is prohibited from paying dividends on ordinary
shares unless all required preferred dividends have been paid.

In the event of liquidation, dissolution, winding-up or otherwise, the
assets of the Company available for distribution among the shareholders shall be
applied first to pay the preference shareholders before payment to the holders
of any other class of shares.

With the consent of 66.67% of the preference shareholders, the Company may,
at any time, redeem all or multiples in the aggregate amount of $500,000 of the
preference shares. Subject to certain provisions of the Credit Agreement, the
holders of 66.67% of the preference shares are entitled to require redemption of
some or all of the preference shares if any of the following events occur: i)
the preference dividend due is not paid in full on a due date, whether or not
the Company has enough profits available for distribution to pay it; or ii) when
preference shares are due for redemption, the Company does not pay all the
redemption money then payable to the preference shareholders, whether or not the
Company has enough profits available for distribution or other requisite funds
to pay the redemption money. Also subject to certain provisions of the Credit
Agreement, the holders of 66.67% of the preference shares are entitled to
require redemption of all of the preference shares in the event of the
following: i) the sale of 66.67% or more of the ordinary shares; or ii) the
listing of the Company's shares on an internationally recognized stock exchange.
On any redemption date, the Company shall pay to the preference shareholders the

41
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

6. REDEEMABLE PREFERENCE SHARES: (CONTINUED)
nominal amounts and premiums paid on the shares and a sum equal to any accrued
and/or unpaid preference dividends. To the extent that any preference shares
remain outstanding, the Company shall redeem the preference shares on December
31, 2007. Sterling preference shares may not be redeemed as doing so would put
the Company in breach of the Company's Act of 1985.

7. NON-VOTING ORDINARY SHARES:

Holders of a majority of the outstanding non-voting ordinary shares held by
certain investors, as described in the Company's Articles of Association, shall
be entitled at any time to convert any or all of their non-voting ordinary
shares into the same number of ordinary shares of an equivalent value.

Historical earnings per share have not been presented because they would not
be meaningful. For predecessor periods, the common stock of the Company, as
presented in common stock and paid-in capital, consists of the common stock of
the combined predecessor entities.

42
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

8. INCOME TAXES:

For Predecessor periods, the Company did not have a formal tax sharing
agreement with Alumax and Alumax paid the allocable share of U.S. Federal and
state taxes on behalf of the Company. U.S. current and deferred Federal and
state taxes were classified within due to former parent. The non-U.S. entities
calculated their income taxes on a stand-alone basis and the related amounts
were included in taxes payable and deferred income taxes. For such periods, the
income tax provision (benefit) was based on amounts the Company would have paid
on a combined basis as if separate returns were filed. The provisions for income
taxes are comprised of the following:

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
--------------------------- ----------------------------
NINE MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
1995 1996 1996 1997
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Current:
U.S. Federal.................... $ 2,400 $ 2,944 $ 503 $ --
Non-U.S......................... 8,347 4,833 669 4,683
State........................... 801 1,148 94 --
------------ ------ ------ ------
11,548 8,925 1,266 4,683
------------ ------ ------ ------
Deferred:
U.S. Federal.................... 309 (254) (739) 2,520
Non-U.S......................... (523) (272) 63 443
State........................... 65 (57) (85) 301
------------ ------ ------ ------
(149) (583) (761) 3,264
------------ ------ ------ ------
$ 11,399 $ 8,342 $ 505 $ 7,947
------------ ------ ------ ------
------------ ------ ------ ------
</TABLE>

The results for the year ended December 26, 1997, included a loss of $1.8
million, net of taxes of $1.1 million, for the write-off of deferred financing
costs in connection with the amendment and restatement of the Company's Credit
Agreement to, among other items, provide available borrowings for the Fabral
acquisition (see Extraordinary Item in Notes to Consolidated Financial
Statements).

The U.S. and non-U.S. components of earnings before income taxes and
extraordinary item are as follows:

43
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

8. INCOME TAXES: (CONTINUED)
Reconciliation of the differences between income taxes computed at U.S.
Federal statutory tax rates and the Company's income tax provision follows:

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
--------------------------- ------------------------------
NINE MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
1995 1996 1996 1997
------------ ------------- --------------- -------------
<S> <C> <C> <C> <C>
Tax at U.S. Federal statutory rate.......... $ 10,870 $ 7,673 $ 529 $ 6,826
State income taxes, net of U.S. Federal
income tax benefit......................... 569 669 (24) 302
Non-U.S. taxes, net......................... 17 -- -- 117
Permanent differences (goodwill
amortization, depreciation on asset
step-up)................................... -- -- -- 1,028
Other, net.................................. (57) -- -- (326)
------------ ------ ----- ------
$ 11,399 $ 8,342 $ 505 $ 7,947
------------ ------ ----- ------
------------ ------ ----- ------
</TABLE>

At December 27, 1996 and December 26, 1997, deferred income taxes are
separately stated in the balance sheet. The combined tax-effected temporary
differences are as follows:

<TABLE>
<CAPTION>
ASSET (LIABILITY)
--------------------------
DECEMBER 27, DECEMBER 26,
1996 1997
------------ ------------
<S> <C> <C>
Accrued expenses........................................................... $ 1,677 $ (614)
Allowances for doubtful accounts........................................... 675 --
Book versus tax basis of inventory......................................... (869) 13
Other...................................................................... -- 238
------------ ------------
Current, net............................................................. 1,483 (363)
------------ ------------
Book versus tax basis of depreciable assets................................ (9,906) (17,715)
Net operating losses....................................................... -- 12,055
Other...................................................................... 171 (891)
------------ ------------
Noncurrent, net.......................................................... (9,735) (6,551)
------------ ------------
Total, net............................................................... $ (8,252) $ (6,914)
------------ ------------
------------ ------------
</TABLE>

The earnings of non-United Kingdom subsidiaries are considered to be
permanently invested. Any tax amounts owed as a result of the recovery of
taxable temporary differences attributable to such investments would not be
material. Amerimax Holdings, Inc. has a U.S. operating tax loss carryforward of
$927 which is available to offset future taxable income and taxes. This tax
carryforward expires in 2011. In addition, Fabral has U.S. operating tax loss
carryforwards of approximately $30 million which are available to offset future
taxable income and taxes. The tax carryforward benefits begin to expire in 2010.
Internal Revenue Service code section 382 imposes an annual limitation of
approximately $4 million for the Fabral net operating loss and can only be
offset with Fabral taxable income. The Company believes that this limitation
will not effect the ability to utilize the net operating losses prior to
expiration.

44
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

9. EMPLOYEE RETIREMENT PLANS:

U.S. PLANS:

DEFINED BENEFIT:

Prior to the Acquisition, substantially all U.S. employees of the Company
were covered by defined benefit pension plans administered by Alumax. The costs
of these plans were allocated to the Company based on base salary expenses and
were generally non-contributory. The Company's allocated share of the projected
benefit obligation of the plans at December 31, 1995 was $18,372. The Company
was charged $1,236 and $1,009 by Alumax in 1995, and Predecessor 1996,
respectively, for its allocated share of net periodic pension costs of these
Plans. As a result of the Acquisition, all obligations for benefits under the
plans as of the Acquisition date were retained by Alumax.

Subsequent to the Acquisition, the Company established a new
non-contributory defined benefit pension plan covering substantially all U.S.
hourly employees. The new plan contains terms and provisions similar to the
predecessor plans. As of December 27, 1996, the Company's obligations under the
new plan were not significant. Net periodic pension cost for the hourly plan for
the year ended December 26, 1997, include the following components:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 26,
1997
---------------
<S> <C>
Service cost-benefits earned during the period.................................. $ 237
Interest cost on projected benefit obligations.................................. 5
Net amortization and deferral................................................... 4
Pension expense due to divestitures............................................. 84
-----
Net periodic pension cost..................................................... $ 330
-----
-----
</TABLE>

The following table sets forth the funded status of the U.S. hourly plan and
amounts recognized in the Company's balance sheet as of December 26, 1997, for
its pension plan.

<TABLE>
<CAPTION>
DECEMBER 26,
1997
-------------
<S> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation..................................................... $ 58
-----
-----
Accumulated benefit obligation................................................ $ (315)
-----
-----
Projected benefit obligation.................................................. $ (315)
Plan net assets at fair value................................................... 1
-----
Plan net assets less than projected benefit obligation.......................... (314)
Unrecognized net loss........................................................... 62
Unrecognized prior service cost................................................. 45
Unrecognized transition amounts................................................. --
-----
Accrued pension cost before recognition of minimum liability adjustment......... (207)
Minimum liability adjustment.................................................... (107)
-----
Accrued pension cost............................................................ $ (314)
-----
-----
</TABLE>

45
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

9. EMPLOYEE RETIREMENT PLANS: (CONTINUED)
Key economic assumptions used in the above calculations for the U.S. plan
were as follows:

<TABLE>
<CAPTION>
1997
---------
<S> <C>
Settlement discount rate.............................................................. 7.0%
Rate of compensation increases........................................................ N/A
Expected long-term rate of return..................................................... 8.0%
</TABLE>

DEFINED CONTRIBUTION:

Prior to the Acquisition, the majority of the U.S. employees of the Company
were eligible to participate in a defined contribution retirement plan sponsored
by Alumax. The plan allowed the employees to contribute a percentage of their
pre-tax and/or after-tax income in accordance with specified guidelines. Alumax
matched a certain percentage of employee contributions up to certain limits. The
Company's expense related to the plan was $413.5 and $310.5 for 1995 and
Predecessor 1996, respectively.

Subsequent to the Acquisition, the Company established two new defined
contribution retirement and savings plans, which also allow the employees to
contribute a percentage of their pretax and/or after-tax income in accordance
with specified guidelines. As before, the Company matches a certain percentage
of employee contributions up to certain limits. Further, the plan provides for
discretionary contributions by the Company based on years of service and age.
The Company's expense related to the new plan was not significant in 1996. The
Company's expense for the year ended December 26, 1997 was approximately $1,064.

INTERNATIONAL PLANS:

In addition to the above, the employees of Euramax Coated Products Limited
and Ellbee Limited participate in a single employer pension plan (the "U.K.
Plan"). Net periodic pension cost for the U.K. Plan includes the following
components:

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
----------------------------- ------------------------------
NINE MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
1995 1996 1996 1997
------------ --------------- --------------- -------------
<S> <C> <C> <C> <C>
Service cost-benefits earned
during the period................ $ 527 $ 407 $ 144 $ 671
Interest cost on projected benefit
obligations...................... 642 511 205 794
Actual return on assets........... (1,248) (462) (48) (847)
Net amortization and deferral..... 798 (10) (144) (42)
Pension expense for early
retirement package............... -- -- -- 173
------------ ----- ----- -----
Net periodic pension cost..... $ 719 $ 446 $ 157 $ 749
------------ ----- ----- -----
------------ ----- ----- -----
</TABLE>

46
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

9. EMPLOYEE RETIREMENT PLANS: (CONTINUED)
The following table sets forth the funded status of the U.K. Plan and
amounts recognized in the Company's balance sheets for its pension plans:

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 26,
1996 1997
------------ ------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation...................................... $ 8,414 $ 10,762
------------ ------------
------------ ------------
Accumulated benefit obligation................................. $ 9,033 $ 11,524
------------ ------------
------------ ------------
Projected benefit obligation................................... $ 9,894 $ 12,354
Plan net assets at fair value.................................... 8,977 10,462
------------ ------------
Plan net assets less than projected benefit obligation........... (917) (1,892)
Unrecognized net loss............................................ 215 1,257
Unrecognized prior service cost.................................. -- --
Unrecognized transition amounts.................................. -- --
------------ ------------
Accrued pension cost before recognition of minimum liability
adjustment...................................................... (702) (635)
Minimum liability adjustment..................................... -- (428)
------------ ------------
Accrued pension cost............................................. $ (702) $ (1,063)
------------ ------------
------------ ------------
</TABLE>

U.K. Plan assets consist of approximately 78 percent equities, 11 percent
fixed income and 11 percent cash and cash equivalents at December 26, 1997.

Key economic assumptions used in the above calculations for the foreign plan
were as follows:

<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Settlement discount rate......................................... 8.5% 8.25% 7.25%
Rate of compensation increases................................... 6.5% 5.75% 4.75%
Expected long-term rate of return................................ 9.0% 8.25% 9.75%
</TABLE>

10. PREDECESSOR POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS:

Prior to the Acquisition, the Company participated in a plan for certain
health care and life insurance benefits for retired employees administered by
Alumax. Under the plan, a majority of the Company's domestic employees were
eligible for such benefits if they were to reach normal or, in certain cases,
early retirement age while working for the Company. Costs related to this
unfunded plan charged by Alumax were $100.0 for the year ended December 31,
1995. Also prior to the Acquisition, the Company provided specified
postemployment benefits to certain former or inactive employees. Substantially
all domestic employees were eligible to receive these benefits, which were
either self-insured or provided through insurance carriers. All obligations for
benefits under such plans were retained by Alumax after the Acquisition and the
Company no longer provides postretirement or postemployment benefits.

47
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

11. COMMITMENTS AND CONTINGENCIES:

Minimum commitments under long-term noncancelable operating leases,
principally for operating and office facilities, totaled $18,409 at December 26,
1997. Lease commitments for future periods are as follows:

<TABLE>
<S> <C>
1998........................................................ $ 4,465
1999........................................................ 3,708
2000........................................................ 2,594
2001........................................................ 2,164
2002........................................................ 1,580
Thereafter.................................................. 3,898
</TABLE>

Rent expense amounted to $4,684 for the year ended December 26, 1997, $1,097
for the three months ended December 27, 1996, $2,894 for the nine months ended
September 25, 1996, and $3,760 for the year ended December 31, 1995.

The Company has entered into several noncancelable long-term contracts for
the purchase of aluminum at market values. The aluminum contracts expire in
various years through 1999. Contracted amounts of aluminum are less than the
Company's anticipated requirements.

The Company has been named as a defendant in lawsuits or as a potentially
responsible party in state and Federal administrative and judicial proceedings
seeking contribution for costs associated with the investigation, analysis,
correction and remediation of environmental conditions at various hazardous
waste disposal sites. The Company continues to monitor these actions and
proceedings and to vigorously defend both its own interests as well as the
interests of its affiliates. The Company's ultimate liability in connection with
present and future environmental claims will depend on many factors, including
its volumetric share of the waste at a given site, the remedial action required,
the total cost of remediation, and the financial viability and participation of
the other entities that also sent waste to the site. Once it becomes probable
that the Company will incur costs in connection with remediation of a site and
such costs can be reasonably estimated, the Company establishes or adjusts its
reserve for its projected share of these costs. Based upon current law and
information known to the Company concerning the size of the sites known to it,
anticipated costs, their years of operations and the number of other potentially
responsible parties, Management believes that it has adequate reserves for the
Company's potential share of the estimated aggregate liability for the costs of
remedial actions and related costs and expenses. In addition, the Company
establishes reserves for remedial measures required from time to time at its own
facilities. Management believes that the reasonably probable outcomes of these
matters will not materially exceed established reserves and will not have a
material impact on the future financial position, net earnings or cash flows of
the Company. The Company's reserves, expenditures and expenses for all
environmental exposures were not significant for any of the dates or periods
presented.

In connection with the Acquisition referred to in Note 1, the Company was
indemnified by Alumax for substantially all of its costs, if any, related to
environmental matters for occurrences arising prior to the closing date of the
Acquisition during the period of time it was owned directly or indirectly by
Alumax.

48
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

11. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Such indemnification includes costs that may ultimately be incurred to
contribute to the remediation of certain specified existing National Priorities
List (NPL) sites for which the Company had been named a potentially responsible
party under the federal Comprehensive Environmental Response, Compensation, and
Liability Information System (CERCLA) as of the closing date of the Acquisition,
as well as certain potential costs for sites listed on state hazardous cleanup
lists. With respect to all other environmental matters, Alumax's obligations are
limited to $125.0 million. However, notwithstanding the indemnity, the Company
does not believe that it has any significant probable liability for
environmental claims. Further, the Company believes it to be unlikely that the
Company would be required to bear environmental costs in excess of its pro rata
share of such costs as a potentially responsible party under CERCLA.

12. TRANSACTIONS WITH FORMER PARENT:

For the predecessor period, the Company participated in Alumax's centralized
cash management system. Under this system, cash received from the Company's
operations was transferred to Alumax's centralized cash accounts and cash
disbursements were funded from the centralized cash accounts.

Transactions between the Company and Alumax were generally at the market
value of the products and services involved. Such transactions consisted
primarily of purchases of raw materials, which totaled $27,569.7 and $1,450.1
for the years ended December 31, 1995 and the nine month predecessor period
ended September 25, 1996, respectively.

49
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

13. OPERATIONS AND GEOGRAPHIC DATA:

The Company operates 37 plants and service centers throughout the United
States. Products produced and marketed by these operations include rain carrying
systems, roofing and roofing accessories, siding, vinyl windows and numerous
recreational vehicle components. The Company serves the recreational vehicle,
manufactured housing, home center, home improvement, residential construction,
agricultural and utility building markets in the United States.

The Company also operates a group of five companies in Western Europe which
focuses on coil coating and fabricating aluminum and steel. Other products
include steel and aluminum entry doors, recreational vehicle components,
composite panels, vehicle components such as seat rails and sunroof frames, and
windows for modular construction. These European companies, which serve the
recreational vehicle, home center, home improvement, residential construction,
and various original equipment manufacturer markets, operate two plants in the
United Kingdom, two in France and one in the Netherlands.

<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
--------------------------- ---------------------------
NINE MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 25, DECEMBER 27, DECEMBER 26,
1995 1996 1996 1997
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Geographic data:
Net sales:
United States..................................... $ 287,772 $ 225,536 $ 75,539 $ 354,451
Europe and other international.................... 195,690 137,772 49,990 202,563
------------ ------------- ------------- ------------
$ 483,462 $ 363,308 $ 125,529 $ 557,014
------------ ------------- ------------- ------------
------------ ------------- ------------- ------------
Earnings from operations:
United States..................................... $ 11,195 $ 10,015 $ 2,170 $ 19,249
Europe and other international.................... 22,947 12,827 5,763 22,683
------------ ------------- ------------- ------------
$ 34,142 $ 22,842 $ 7,933 $ 41,932
------------ ------------- ------------- ------------
------------ ------------- ------------- ------------
Identifiable assets:
United States..................................... $ 192,935 $ 204,064
Europe and other international.................... 134,358 193,686
------------- ------------
$ 327,293 $ 397,750
------------- ------------
------------- ------------
</TABLE>

50
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS:

As described in Note 1, on September 25, 1996, Euramax purchased the Company
from Alumax Inc. As further described in Note 5, the Acquisition was financed,
in part, through Senior Subordinated Notes due 2006 (the "Notes"). The Notes are
primary obligations of Euramax (the "Parent"). The United Kingdom and
Netherlands holding company subsidiaries of Euramax are co-obligors under the
Notes (the "Co-obligors"). The United States holding company subsidiary of
Euramax has provided a full and unconditional guarantee of the Notes (the
"Guarantor"). The following supplemental condensed combining financial
statements for the periods prior to the Acquisition, (the "Predecessor" periods)
reflect the combined results of operations and cash flows of the entities that
are the Parent, the Co-obligors and the Guarantor (collectively, the
"Anticipated Parent, Co-obligors and Guarantor"), and such combined information
of the non-guarantor entities, consisting principally of the operating companies
acquired (collectively, the "Non-guarantor Subsidiaries"). The following
supplemental condensed combining financial statements as of December 26, 1997,
December 27, 1996, and for the three month period then ended, and for the year
ended December 26, 1997 (the "Successor" periods) reflect the financial
position, results of operations, and cash flows of each of the Parent, the
Co-Obligors and Guarantor entities, and such combined information of the
Non-Guarantor Subsidiaries. The Co-obligors and the Guarantor are wholly-owned
subsidiaries of Euramax and are each jointly, severally, fully, and
unconditionally liable under the Notes. Separate complete financial statements
of each Co-obligor and of the Guarantor are not presented because management has
determined that they are not material to investors. For periods prior to the
Acquisition, there were no significant intercompany balances or transactions
between the Anticipated Parent, Co-obligors and Guarantor entities combined and
the Non-guarantor Subsidiaries.

<TABLE>
<CAPTION>
PREDECESSOR
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
---------------------------------------------
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
----------------- -------------- ----------
<S> <C> <C> <C>
Net sales..................................... $ -- $ 483,462 $ 483,462

Cost and expenses:
Cost of goods sold.......................... -- 399,989 399,989
Selling and general......................... -- 41,351 41,351
Depreciation and amortization............... -- 7,980 7,980
----- -------------- ----------
Earnings from operations.................. -- 34,142 34,142

Interest income (expense), net................ -- (2,989) (2,989)
Other expense, net............................ -- (96) (96)
----- -------------- ----------
Earnings before income taxes.............. -- 31,057 31,057

Provision for income taxes.................... -- 11,399 11,399
----- -------------- ----------
Net earnings.................................. $ -- $ 19,658 $ 19,658
----- -------------- ----------
----- -------------- ----------
</TABLE>

Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.

51
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
PREDECESSOR
---------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 25, 1996
---------------------------------------------
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
----------------- -------------- ----------
<S> <C> <C> <C>
Net sales..................................... $ -- $ 363,308 $ 363,308

Cost and expenses:
Cost of goods sold.......................... -- 300,185 300,185
Selling and general......................... -- 33,286 33,286
Depreciation and amortization............... -- 6,995 6,995
----- -------------- ----------
Earnings from operations.................. -- 22,842 22,842

Interest income (expense), net................ -- (622) (622)
Other expense, net............................ -- (298) (298)
----- -------------- ----------
Earnings before income taxes.............. -- 21,922 21,922

Provision for income taxes.................... -- 8,342 8,342
----- -------------- ----------
Net earnings.................................. $ -- $ 13,580 $ 13,580
----- -------------- ----------
----- -------------- ----------
</TABLE>

Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.

52
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
-------------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------------
EURAMAX AMERIMAX EURAMAX EURAMAX
INTERNATIONAL HOLDINGS, EUROPEAN EUROPEAN NON-
PLC INC. HOLDINGS PLC HOLDINGS, B.V GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTAL
------------- ----------- ------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales................. $ -- $ -- $ -- $ -- $125,529 $ -- $125,529
Cost and Expenses:
Cost of goods sold...... -- -- -- -- 104,055 -- 104,055
Selling and general..... 80 -- -- -- 10,870 -- 10,950
Depreciation and
amortization.......... -- -- -- -- 2,591 -- 2,591
------------- ----------- ----- ------ ------------ ------------ ------------
Earnings from
operations............ (80) -- -- -- 8,013 -- 7,933

Equity in earnings of
subsidiaries............. 1,058 1,543 958 1,448 -- (5,007) --
Interest expense, net..... -- (3,361) (726) (938) (1,162) -- (6,187)
Other expense, net........ -- -- -- -- (235) -- (235)
------------- ----------- ----- ------ ------------ ------------ ------------
Earnings before income
taxes................. 978 (1,818) 232 510 6,616 (5,007) 1,511

Provision for income
taxes.................... (28) (1,215) (254) (328) 2,330 -- 505
------------- ----------- ----- ------ ------------ ------------ ------------
Net earnings.............. 1,006 (603) 486 838 4,286 (5,007) 1,006
Dividends on redeemable
preference shares........ (1,191) -- -- -- -- -- (1,191)
------------- ----------- ----- ------ ------------ ------------ ------------
Net earnings available for
ordinary shareholders.... $ (185) $ (603) $ 486 $ 838 $ 4,286 $(5,007) $ (185)
------------- ----------- ----- ------ ------------ ------------ ------------
------------- ----------- ----- ------ ------------ ------------ ------------
</TABLE>

53
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
SUCCESSOR FOR THE YEAR ENDED DECEMBER 26, 1997
---------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------------
EURAMAX AMERIMAX EURAMAX EURAMAX
INTERNATIONAL HOLDINGS, EUROPEAN EUROPEAN NON-
PLC INC. HOLDINGS PLC HOLDINGS, B.V GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTAL
------------- ------------- ------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales.................... $ -- $ -- $ -- $ -- $ 557,014 $ -- $ 557,014
Cost and Expenses:
Cost of goods sold......... -- -- -- -- 454,180 -- 454,180
Selling and general........ -- -- -- -- 49,239 -- 49,239
Depreciation and
amortization............. -- -- -- -- 11,663 -- 11,663
------------- ------------- ------ ------------- ----------- ------------ ------------
Earnings from operations... -- -- -- -- 41,932 -- 41,932

Equity in earnings (losses)
of subsidiaries............. 9,796 7,416 (959) 7,974 -- (24,227) --
Interest income (expense),
net......................... -- (7,266) 52 1,366 (17,690) -- (23,538)
Other income (expense),
net......................... -- -- 1,951 (5,020) 4,176 -- 1,107
------------- ------------- ------ ------------- ----------- ------------ ------------
Earnings before income
taxes and extraordinary
item..................... 9,796 150 1,044 4,320 28,418 (24,227) 19,501

Provision for income taxes... -- (2,834) (249) (1,200) 12,230 -- 7,947
------------- ------------- ------ ------------- ----------- ------------ ------------
Earnings before extraordinary
item........................ 9,796 2,984 1,293 5,520 16,188 (24,227) 11,554
Extraordinary item--loss on
debt refinancing, net of
income tax benefit of
$1,088...................... -- -- -- -- 1,758 -- 1,758
------------- ------------- ------ ------------- ----------- ------------ ------------
Net earnings................. 9,796 2,984 1,293 5,520 14,430 (24,227) 9,796
Dividends on redeemable
preference shares........... (5,191) -- -- -- -- -- (5,191)
------------- ------------- ------ ------------- ----------- ------------ ------------
Net earnings available for
ordinary shareholders....... $ 4,605 $ 2,984 $ 1,293 $ 5,520 $ 14,430 $ (24,227) $ 4,605
------------- ------------- ------ ------------- ----------- ------------ ------------
------------- ------------- ------ ------------- ----------- ------------ ------------
</TABLE>

54
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
SUCCESSOR AS OF DECEMBER 27, 1996
-------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
--------------------------------------------------------
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS, NON-
PLC INC. HOLDINGS PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------- ----------- ------------- ------------- ----------- ------------ ------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents...... $ 124 $ -- $ -- $ -- $ 12,392 $ -- $ 12,516
Accounts receivable, net....... -- -- -- -- 60,767 -- 60,767
Inventories.................... -- -- -- -- 87,235 -- 87,235
Deferred income taxes.......... -- -- -- -- 1,483 -- 1,483
Other current assets........... -- -- -- -- 1,350 -- 1,350
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total current assets......... 124 -- -- -- 163,227 -- 163,351
------------- ----------- ------------- ------------- ----------- ------------ ------------
Property, plant and equipment,
net............................. -- -- -- -- 107,338 -- 107,338
Amounts due from
parent/affiliates............... 74,765 -- -- 3,358 14,630 (92,753) --
Goodwill......................... -- -- -- -- 40,926 -- 40,926
Investment in consolidated
subsidiaries.................... 37,416 142,743 33,205 37,026 -- (250,390) --
Other assets..................... 7,561 3,476 853 1,102 2,686 -- 15,678
------------- ----------- ------------- ------------- ----------- ------------ ------------
$ 119,866 $ 146,219 $ 34,058 $ 41,486 $ 328,807 $ (343,143) $ 327,293
------------- ----------- ------------- ------------- ----------- ------------ ------------
------------- ----------- ------------- ------------- ----------- ------------ ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............... $ -- $ -- $ -- $ -- $ 38,221 $ -- $ 38,221
Accrued expenses............... -- -- -- -- 19,298 -- 19,298
Accrued interest payable....... 2,330 500 695 898 273 -- 4,696
Income taxes payable........... (28) (1,210) (254) (328) 3,337 -- 1,517
Current maturities of long-term
debt......................... -- -- -- -- 2,000 -- 2,000
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total current liabilities.... 2,302 (710) 441 570 63,129 -- 65,732
Long-term debt, less current
maturities...................... 80,200 25,000 23,900 30,900 49,740 -- 209,740
Amounts due to
parent/affiliates............... -- 105,532 884 -- (13,661) (92,755) --
Other liabilities................ -- -- -- -- 4,722 -- 4,722
Deferred income taxes............ -- -- -- -- 9,735 -- 9,735
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total liabilities............ 82,502 129,822 25,225 31,470 113,665 (92,755) 289,929
------------- ----------- ------------- ------------- ----------- ------------ ------------
Redeemable preference shares..... 35,191 -- -- -- -- -- 35,191
------------- ----------- ------------- ------------- ----------- ------------ ------------
Ordinary shareholders' equity:
Ordinary shares................ 1,000 -- 78 23 75 (176) 1,000
Paid-in capital................ -- 17,000 6,922 9,077 209,425 (242,424) --
Retained earnings (deficit).... (185) (603) 486 838 4,284 (5,005) (185)
Cumulative foreign translation
adjustment................... 1,358 -- 1,347 78 1,358 (2,783) 1,358
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total ordinary shareholders'
equity..................... 2,173 16,397 8,833 10,016 215,142 (250,388) 2,173
------------- ----------- ------------- ------------- ----------- ------------ ------------
$ 119,866 $ 146,219 $ 34,058 $ 41,486 $ 328,807 $ (343,143) $ 327,293
------------- ----------- ------------- ------------- ----------- ------------ ------------
------------- ----------- ------------- ------------- ----------- ------------ ------------
</TABLE>

55
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
SUCCESSOR AS OF DECEMBER 26, 1997
-------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
--------------------------------------------------------
EURAMAX
EURAMAX AMERIMAX EURAMAX EUROPEAN
INTERNATIONAL HOLDINGS, EUROPEAN HOLDINGS, NON-
PLC INC. HOLDINGS PLC B.V. GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTALS
------------- ----------- ------------- ------------- ----------- ------------ ------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents...... $ -- $ -- $ -- $ -- $ 12,914 $ -- $ 12,914
Accounts receivable, net....... -- -- -- -- 78,085 -- 78,085
Inventories.................... -- -- -- -- 87,461 -- 87,461
Deferred income taxes.......... -- -- -- -- 611 -- 611
Other current assets........... -- -- -- -- 1,703 -- 1,703
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total current assets......... -- -- -- -- 180,774 -- 180,774
Property, plant and equipment,
net............................. -- -- -- -- 113,187 -- 113,187
Amounts due from
parent/affiliates............... 70,492 69,139 40,002 42,591 -- (222,224) --
Goodwill......................... -- -- -- -- 76,910 -- 76,910
Investment in consolidated
subsidiaries.................... 43,929 25,857 (213) 13,516 -- (83,089) --
Deferred income tax asset........ -- 448 -- 2,138 8,418 -- 11,004
Other assets..................... 2,070 -- 856 934 12,015 -- 15,875
------------- ----------- ------------- ------------- ----------- ------------ ------------
$ 116,491 $ 95,444 $ 40,645 $ 59,179 $ 391,304 $ (305,313) $ 397,750
------------- ----------- ------------- ------------- ----------- ------------ ------------
------------- ----------- ------------- ------------- ----------- ------------ ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft................. $ -- $ -- $ -- $ -- $ 11,470 $ -- $ 11,470
Accounts payable............... -- -- -- -- 42,575 -- 42,575
Accrued expenses............... -- -- -- -- 22,366 -- 22,366
Accrued interest payable....... -- 1,986 917 743 1,389 -- 5,035
Income taxes payable........... 2,010 (3,595) (507) 7,626 (4,117) -- 1,417
Deferred income taxes
payable...................... -- -- -- -- 974 -- 974
Current maturities of long- term
debt......................... -- -- -- -- 3,924 -- 3,924
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total current liabilities.... 2,010 (1,609) 410 8,369 78,581 -- 87,761
Long-term debt, less current
maturities...................... 70,605 -- 27,179 37,216 105,292 -- 240,292
Amounts due to
parent/affiliates............... -- 77,779 3,954 -- 140,491 (222,224) --
Other liabilities................ -- -- -- -- 8,266 -- 8,266
Deferred income taxes............ -- -- -- -- 17,555 -- 17,555
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total liabilities............ 72,615 76,170 31,543 45,585 350,185 (222,224) 353,874
------------- ----------- ------------- ------------- ----------- ------------ ------------
Redeemable preference shares..... 40,382 -- -- -- -- -- 40,382
------------- ----------- ------------- ------------- ----------- ------------ ------------
Ordinary shareholders' equity:
Ordinary shares................ 1,000 -- 78 23 4,970 (5,071) 1,000
Paid-in capital................ -- 17,000 6,922 9,077 89,458 (122,457) --
Retained earnings (deficit).... 4,420 2,381 1,779 6,358 18,714 (29,232) 4,420
Dividends declared............. -- -- -- -- (70,600) 70,600 --
Minimum pension liability...... (535) (107) (428) -- (535) 1,070 (535)
Cumulative foreign translation
adjustment................... (1,391) -- 751 (1,864) (888) 2,001 (1,391)
------------- ----------- ------------- ------------- ----------- ------------ ------------
Total ordinary shareholders'
equity..................... 3,494 19,274 9,102 13,594 41,119 (83,089) 3,494
------------- ----------- ------------- ------------- ----------- ------------ ------------
$ 116,491 $ 95,444 $ 40,645 $ 59,179 $ 391,304 $ (305,313) $ 397,750
------------- ----------- ------------- ------------- ----------- ------------ ------------
------------- ----------- ------------- ------------- ----------- ------------ ------------
</TABLE>

56
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
PREDECESSOR
-------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
-------------------------------------------
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
--------------- -------------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings........................................................ $ -- $ 19,658 $ 19,658
Reconciliation of net earnings to net cash provided by operating
activities:
Depreciation and amortization..................................... -- 7,980 7,980
Provision for doubtful accounts................................... -- 388 388
Gain on sales of assets........................................... -- 147 147
Deferred income taxes............................................. -- (526) (526)
Changes in operating assets and liabilities....................... -- (21,682) (21,682)
----- -------------- ----------
Net cash provided by operating activities....................... -- 5,965 5,965
----- -------------- ----------
Cash flows from investing activities:
Proceeds from sales of assets..................................... -- 177 177
Capital expenditures.............................................. -- (17,429) (17,429)
----- -------------- ----------
Net cash used in investing activities........................... -- (17,252) (17,252)
----- -------------- ----------
Cash flows from financing activities:
Net change in due to former parent................................ -- (7,486) (7,486)
Dividends paid.................................................... -- (4,037) (4,037)
----- -------------- ----------
Net cash used in financing activities........................... -- (11,523) (11,523)
----- -------------- ----------
Effect of exchange rate changes on cash............................... -- 278 278
----- -------------- ----------
Net increase in cash and equivalents.................................. -- (22,532) (22,532)
Cash and equivalents at beginning of year............................. -- 35,119 35,119
----- -------------- ----------
Cash and equivalents at end of year................................... $ -- $ 12,587 $ 12,587
----- -------------- ----------
----- -------------- ----------
</TABLE>

Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.

57
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
PREDECESSOR
-------------------------------------------
FOR THE YEAR ENDED SEPTEMBER 25, 1996
-------------------------------------------
ANTICIPATED
PARENT,
CO-OBLIGORS NON-GUARANTOR COMBINED
AND GUARANTOR SUBSIDIARIES TOTALS
--------------- -------------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings........................................................ $ -- $ 13,580 $ 13,580
Reconciliation of net earnings to net cash provided by operating
activities:
Depreciation and amortization..................................... -- 6,995 6,995
Provision for doubtful accounts................................... -- 827 827
Gain on sales of assets........................................... -- (168) (168)
Deferred income taxes............................................. -- (339) (339)
Changes in operating assets and liabilities....................... -- (654) (654)
----- -------------- ----------
Net cash provided by operating activities....................... -- 20,241 20,241
----- -------------- ----------
Cash flows from investing activities:
Proceeds from sales of assets..................................... -- 233 233
Capital expenditures.............................................. -- (11,518) (11,518)
----- -------------- ----------
Net cash used in investing activities........................... -- (11,285) (11,285)
----- -------------- ----------
Cash flows from financing activities:
Net change in due to former parent................................ -- (20,973) (20,973)
----- -------------- ----------
Net cash used in financing activities........................... -- (20,973) (20,973)
----- -------------- ----------
Effect of exchange rate changes on cash............................... -- (677) (677)
----- -------------- ----------
Net decrease in cash and equivalents.................................. -- (12,694) (12,694)
Cash and equivalents at beginning of year............................. -- 12,587 12,587
----- -------------- ----------
Cash and equivalents at end of year................................... $ -- $ (107) $ (107)
----- -------------- ----------
----- -------------- ----------
</TABLE>

Note: Separate columns for the Anticipated Parent, the Co-obligors and the
Guarantor are not presented as there were no amounts for such entities for the
periods shown.

58
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
--------------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------------
EURAMAX AMERIMAX EURAMAX EURAMAX
INTERNATIONAL HOLDINGS, EUROPEAN EUROPEAN
PLC INC. HOLDINGS PLC HOLDINGS, B.V NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTAL
------------- ----------- ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings........... $ 1,006 $ (603) $ 486 $ 838 $ 4,286 $ (5,007) $ 1,006
Reconciliation of net
earnings to net cash
provided by (used in)
operating activities:
Depreciation and
amortization....... -- -- -- -- 2,591 -- 2,591
Provision for
doubtful
accounts........... -- -- -- -- 221 -- 221
Gain on sales of
assets............. -- -- -- -- (7) -- (7)
Deferred income
taxes.............. -- -- -- -- (761) -- (761)
Equity in earnings of
subsidiaries....... (1,058) (1,543) (958) (1,448) -- 5,007 --
Changes in operating
assets and
liabilities........ (1,216) 2,266 717 927 22,633 -- 25,327
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash provided
by (used in)
operating
activities....... (1,268) 120 245 317 28,963 -- 28,377
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash flows from investing
activities:
Purchase of Fabricated
Products............. (35,000) (141,200) (30,900) (35,500) (41,713) 33,100 (251,213)
Proceeds from sale of
assets............... -- -- -- -- 92 -- 92
Capital expenditures... -- -- -- -- (682) -- (682)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash used in
investing
activities....... (35,000) (141,200) (30,900) (35,500) (42,303) 33,100 (251,803)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash flows from financing
activities:
Proceeds from long-term
debt................. 80,200 44,000 23,900 30,900 56,000 -- 235,000
Proceeds from issuance
of preference
shares............... 34,000 -- -- -- -- -- 34,000
Proceeds from issuance
of ordinary shares... 1,000 17,000 7,000 9,100 -- (33,100) 1,000
Deferred financing
fees................. (2,935) (3,659) (875) (1,131) (1,330) -- (9,930)
Repayment of debt...... -- (19,000) -- -- (6,164) -- (25,164)
Other.................. -- -- -- -- (1,555) -- (1,555)
Due to/from parent or
affiliate............ (75,873) 102,739 630 (3,686) (23,810) -- --
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash provided
by financing
activities....... 36,392 141,080 30,655 35,183 23,141 (33,100) 233,351
------------- ----------- ------------ ------------- ------------- ------------ ------------
Effect of exchange rate
changes on cash...... -- -- -- -- 2,698 -- 2,698
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net increase in cash
and equivalents...... 124 -- -- -- 12,499 -- 12,623
Cash and equivalents at
beginning of
period............... -- -- -- -- (107) -- (107)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash and equivalents at
end of period........... $ 124 $ -- $ -- $ -- $ 12,392 $ -- $ 12,516
------------- ----------- ------------ ------------- ------------- ------------ ------------
------------- ----------- ------------ ------------- ------------- ------------ ------------
Noncash investing and
financing activities:
Dividends accrued on
preference shares....... $ 1,191 $ -- $ -- $ -- $ -- $ -- $ 1,191
Supplemental cash flow
information:
Foreign income taxes
paid, net............ $ -- $ -- $ -- $ -- $ 3 $ -- $ 3
</TABLE>

59
<PAGE>
EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

14. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS: (CONTINUED)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
SUCCESSOR FOR THE YEAR ENDED DECEMBER 26, 1997
--------------------------------------------------------------------------------------------------------
CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
----------------------------------------------------------
EURAMAX AMERIMAX EURAMAX EURAMAX
INTERNATIONAL HOLDINGS, EUROPEAN EUROPEAN
PLC INC. HOLDINGS PLC HOLDINGS, B.V NON-GUARANTOR CONSOLIDATED
(PARENT) (GUARANTOR) (CO-OBLIGOR) (CO-OBLIGOR) SUBSIDIARIES ELIMINATIONS TOTAL
------------- ----------- ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net earnings........... $ 9,796 $ 2,984 $ 1,293 $ 5,520 $ 14,430 $(24,227) $ 9,796
Reconciliation of net
earnings to cash
provided by (used in)
operating activities:
Depreciation and
amortization....... -- -- -- -- 11,663 -- 11,663
Provision for
doubtful
accounts........... -- -- -- -- 1,858 -- 1,858
(Gain) loss on sales
of assets.......... -- -- -- -- (2) -- (2)
Deferred income
taxes.............. -- (448) -- (2,138) 1,396 -- (1,190)
Loss on debt
extinguishment..... -- -- -- -- 2,846 -- 2,846
Equity in (earnings)
losses of
subsidiaries....... (9,796) (7,416) 959 (7,974) -- 24,227 --
Changes in operating
assets and
liabilities........ (1,806) 2,576 171 8,115 (5,250) -- 3,806
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash provided
by (used in)
operating
activities....... (1,806) (2,304) 2,423 3,523 26,941 -- 28,777
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash flows from investing
activities:
Adjustment of purchase
of Fabricated
Products............. 3,487 -- -- -- -- -- 3,487
Proceeds from sale of
assets............... -- -- -- -- 289 -- 289
Proceeds from
disposition of
businesses........... -- -- -- -- 12,764 -- 12,764
Purchases of
businesses........... -- -- -- -- (78,473) -- (78,473)
Capital expenditures... -- -- -- -- (7,184) -- (7,184)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash provided
by (used in)
investing
activities....... 3,487 -- -- -- (72,604) -- (69,117)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash flows from financing
activities:
Cash overdraft......... -- -- -- -- 11,470 -- 11,470
Repayment of debt...... -- (25,000) -- -- (14,291) -- (39,291)
Proceeds from long-term
debt................. -- -- -- -- 73,333 -- 73,333
Deferred financing
fees................. -- -- -- -- (1,268) -- (1,268)
Due to/from parent or
affiliate............ (1,809) 27,304 (4,100) (2,415) (18,980) -- --
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net cash provided
by (used in)
financing
activities....... (1,809) 2,304 (4,100) (2,415) 50,264 -- 44,244
------------- ----------- ------------ ------------- ------------- ------------ ------------
Effect of exchange rate
changes on cash...... 4 -- 1,677 (1,108) (4,079) -- (3,506)
------------- ----------- ------------ ------------- ------------- ------------ ------------
Net increase in cash
and equivalents...... (124) -- -- -- 522 -- 398
Cash and equivalents at
beginning of
period............... 124 -- -- -- 12,392 -- 12,516
------------- ----------- ------------ ------------- ------------- ------------ ------------
Cash and equivalents at
end of period........ $ -- $ -- $ -- $ -- $ 12,914 $ -- $ 12,914
------------- ----------- ------------ ------------- ------------- ------------ ------------
------------- ----------- ------------ ------------- ------------- ------------ ------------
Noncash financing and
investing activities:
Dividends accrued on
preference shares.... $ 5,191 $ -- $ -- $ -- $ -- $ -- $ 5,191
Purchase of business
financed in part with
a note payable to
seller............... $ -- $ -- $ -- $ -- $ 800 $ -- $ 800
Sale of business
financed in part with
a note receivable
from purchaser....... $ -- $ -- $ -- $ -- $ 500 $ -- $ 500
Supplemental cash flow
information:
Income taxes paid,
net.................. $ -- $ -- $ -- $ -- $ 3,165 $ -- $ 3,165
Interest paid.......... $ -- $ -- $ -- $ -- $ 22,306 $ -- $ 22,306
</TABLE>

60
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND KEY MANAGEMENT

The following sets forth certain information with respect to the persons who
are members of the Board of Directors and key officers of the Company and its
subsidiaries.

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- -------------------------------------------------------------------
<S> <C> <C>
J. David Smith......................... 48 Chief Executive Officer, President and Director
Frank T. Geist......................... 52 Executive Vice President
R. Scott Vansant....................... 36 Vice President, Finance and Administration, Secretary
Mitchell B. Lewis...................... 35 Group Vice President--Amerimax Building Products, Inc. and Fabral,
Inc.
Neil E. Bashore........................ 48 President, General Manager--Amerimax Home Products, Inc.
Jo Cuypers............................. 57 Managing Director--Euramax Coated Products B.V.
Roger A. Walters....................... 56 Managing Director--Euramax Coated Products Limited
David C. Pugh.......................... 48 Managing Director--Ellbee Ltd.
Gerard D. Papazian..................... 44 President, General Manager--Fabral, Inc.
Joseph M. Silvestri.................... 36 Director
Richard M. Cashin...................... 44 Director
William Ty Comfort..................... 31 Director
Rolly van Rappard...................... 36 Director
Paul E. Drack.......................... 70 Director
Stuart M. Wallis....................... 52 Director, Non-executive Chairman
</TABLE>

J. DAVID SMITH has been President of AFP, Amerimax Fabricated Products,
since 1990 and was appointed a Vice President of Alumax in 1994. Mr. Smith
became a director of the Company in September 1996. Mr. Smith's career in the
fabricated products industry spans twenty-five years, starting with various
operational responsibilities with Howmet Aluminum Corp. ("Howmet Aluminum"). In
1983, Mr. Smith joined Alumax as General Manager of the Building Specialties
Division and became President of Alumax Home and Specialty Products Group in
1988.

FRANK T. GEIST has been Group Vice President of AFP since 1993. Prior to
1993, Mr. Geist served as Vice President, General Manager of Amerimax Home
Products, Inc. Mr. Geist's career in the fabricated products industry began
twenty-five years ago with various operational responsibilities with Howmet
Aluminum.

R. SCOTT VANSANT joined Alumax in 1991. From 1995 to 1996, Mr. Vansant
served as Director of Internal Audit for Alumax. Mr. Vansant also served in
various operational positions with Alumax Building Products, Inc., including
serving as Controller of the division from 1993 to 1995. Prior to 1991, Mr.
Vansant worked as a Certified Public Accountant for Ernst & Young L.L.P.

MITCHELL B. LEWIS has been Group Vice President of Amerimax Building
Products, Inc. and Fabral, Inc. since 1997. Prior to being appointed Group Vice
President, he was General Manager of Amerimax Building Products, Inc. from 1993
to 1996 and Assistant General Manager of Amerimax Building Products, Inc. from
1991 to 1993. Prior to 1991, Mr. Lewis served as corporate counsel with Alumax.
Prior to joining Alumax, Mr. Lewis practiced law, specializing in mergers and
acquisitions.

61
<PAGE>
NEIL E. BASHORE was General Manager of Amerimax Home Products, Inc. from
1993 to 1996, at which time he became President and General Manager. From 1981
to 1993, Mr. Bashore served as Manufacturing Manager of Amerimax Home Products,
Inc. and has served in other management positions with the Company since 1975.

JO CUYPERS has been Managing Director of Euramax Coated Products B.V. since
1979. From 1970 to 1979, Mr. Cuypers served in various management positions with
Euramax Coated Products B.V. Prior to joining Euramax Coated Products B.V., Mr.
Cuypers held several positions with other companies in related industries, thus
bringing his total experience to nearly forty years.

ROGER A. WALTERS has been Managing Director of Euramax Coated Products Ltd.
since 1983. Prior to 1983, Mr. Walters held various technical and managerial
positions with Alcan, Inc. Mr. Walters has served on various trade associations
and is currently the Chairman of the Statistics Group for the European Coil
Coaters Association.

DAVID C. PUGH has been Managing Director of Euramax Ellbee Ltd. since 1996.
Prior to the Acquisition, Mr. Pugh held several positions with Alumax, including
Sales Director and Production Director of Euramax Ellbee Ltd.

GERARD D. PAPAZIAN has been President of Fabral, Inc. since November 1991.
Prior to that he was a Vice President-Sales and Marketing for Alcan Building
Products in Canada and a member of the Executive Management team for six years.

JOSEPH M. SILVESTRI has been a director of the Company since its inception.
Mr. Silvestri has been employed by Citicorp Venture Capital, Ltd. since 1990 and
has been a Vice President since 1995. Mr. Silvestri is a director of
International Media Group, Polyfibron Technologies, Frozen Specialties, Glenoit
Mills and Triumph Group.

RICHARD M. CASHIN became a director of the Company upon consummation of the
Transactions. Mr. Cashin has been employed by Citicorp Venture Capital, Ltd.
since 1980 and has been a Managing Director since 1991. Mr. Cashin is a director
of Levitz Furniture Incorporated, Lifestyle Furnishings International, and Titan
Wheel International Inc.

WILLIAM TY COMFORT became a director of the Company upon consummation of the
Transactions. Mr. Comfort has been employed by CVC Capital Partners, Ltd. since
1995. Mr. Comfort is currently an Assistant Director.

ROLLY VAN RAPPARD became a director of the Company upon consummation of the
Transactions. Mr. van Rappard has been employed by CVC Capital Partners B.V.
since 1988 and has been a Managing Director since 1993. Mr. van Rappard is
currently a director of, among other companies, Saybolt International B.V.,
Docdata B.V. and Hoogenbosch Retail Group B.V.

PAUL E. DRACK became a director of the Company in December 1996. Mr. Drack
retired from AMAX Inc. in December 1993 after serving as President and Chief
Operating Officer from 1991. From 1985 to 1991, Mr. Drack was employed in
various positions with Alumax Inc. serving as President and Chief Executive
Officer from 1986.

STUART M. WALLIS became a Director of the Company in February, 1997. Mr.
Wallis served as Chief Executive for Fisons plc from 1994 to 1995. From 1989 to
1995, Mr. Wallis served as Chief Executive in Europe for Bowater plc.

62
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation earned by
Company's executive officers
who earned $100,000 or more during the years ended December 26, 1997, and
December 27, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ---------------------------------------------------------------- --------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
J. David Smith, Chief Executive Officer, President and
Director...................................................... 1997 $ 234,913 $ 171,581 $ 6,463
1996 174,855 93,840 6,696

Frank T. Geist, Executive Vice President........................ 1997 177,017 106,836 7,000
1996 137,436 65,563 5,756

Mitchell B. Lewis, Group Vice President......................... 1997 146,636 75,999 4,881

R. Scott Vansant, Vice President, Finance and Administration.... 1997 126,502 74,462 3,979
</TABLE>

- ------------------------

(1) Other compensation consists of the Company's matching contributions to
401(k) plans, as well as the contributions made by the Company to the
defined contribution plan.

The Company has not granted any options or stock appreciation rights. The
Company has no long-term incentive plans.

RETIREMENT PLANS

See Note 9 to the Financial Statements for a description of the Company's
retirement plans. Additionally, the Company has adopted an unfunded supplemental
executive retirement plan (the "SERP") for Mr. Smith and Mr. Geist which is
designed to supplement benefits payable under other plans of the Company. The
annual benefit, payable in the form of a life annuity, is $110,000 for Mr. Smith
and $45,000 for Mr. Geist upon retirement at age 65. Annual benefits payable
under the SERP are reduced for participants retiring before age 65. A
participant's benefits under the SERP are not vested until the earlier of the
date the executive attains age 55, dies, becomes totally and permanently
disabled, or the occurrence of a change-in-control. If the employment of Mr.
Smith or Mr. Geist with the Company terminates, for any reason, before his
benefits have vested, Messrs. Smith and Geist will not be entitled to any
benefits under the SERP.

COMPENSATION OF DIRECTORS

Directors who are not executive officers of the Company are entitled to an
annual fee of $15,000. Directors are reimbursed for out-of-pocket expenses
incurred in connection with attending meetings.

EMPLOYMENT AGREEMENTS

Mr. Smith is party to an employment agreement with the Company which expires
on September 25, 1998. The agreement provides for a minimum annual salary of
$250,000 and bonuses based on the achievement of certain operating income and
return on asset targets established by the Board of Directors of the Company in
consultation with Mr. Smith. Subject to certain exceptions, in the event Mr.
Smith is terminated by the Company (other than for cause), Mr. Smith will be
entitled to receive his annual salary for a period of twenty-four months
following the date of such termination.

63
<PAGE>
Mr. Geist is party to an employment agreement with the Company which expires
on September 25, 1998. The agreement provides for a minimum annual salary of
$182,000 and bonuses based on the achievement of certain operating income and
return on asset targets established by the Board of Directors of the Company in
consultation with Mr. Geist. Subject to certain exceptions, in the event Mr.
Geist is terminated by the Company (other than for cause), Mr. Geist will be
entitled to receive his annual salary for a period of twenty-four months
following the date of such termination.

Each of the Employment Agreements also require the Company to maintain
benefits for Mr. Smith and Geist equal to: (i) basic and supplemental life
insurance in total equal to 4 1/2 times base pay, (ii) accidental death and
dismemberment insurance equal to 4 1/2 times base pay, and (iii) long-term
disability insurance equal to 2/3 base pay plus target bonus.

MANAGEMENT EQUITY PARTICIPATION

In connection with the Acquisition, in order to provide financial incentives
for certain of its employees, the Company provided for certain rights with
respect to the Ordinary Shares and the Preference Shares purchased by the
Management Investors. On the Closing Date, the Management Investors purchased an
aggregate of approximately $1 million of Ordinary Shares and Preference Shares.
The Ordinary Shares and Preference Shares of the Management Investors are
subject to certain call provisions exercisable by the Company and/or the
Investor Group in the event of the termination of a Management Investor's
employment with the Company and its subsidiaries.

DESCRIPTION OF PREFERENCE SHARES

As part of the Transactions, the Company issued 34,000,000 Preference Shares
for a purchase price of $34.0 million (the "Liquidation Value") to the Investor
Group, the Management Investors and an affiliate of Paribas. Dividends accrue on
the Preference Shares at a rate of 14% per annum and accumulate and compound on
a quarterly basis. Upon the Closing Date, the Company had outstanding 1,000,000
Ordinary Shares and 34,000,000 Preference Shares. The Preference Shares rank
prior to the Ordinary Shares upon liquidation and in respect of dividends and
redemption. The vote of 66 2/3% of the holders of the Preference Shares, voting
as a separate class, is required to (i) cause the Company to direct its
subsidiaries to make distributions to the Company sufficient to enable the
Company to pay dividends on the Preference Shares and (ii) cause the redemption
of the Preference Shares upon the occurrence of certain events. Except as
described in the foregoing and as otherwise required by law, the Preference
Shares are not entitled to vote. The Preference Shares are subject to mandatory
redemption on December 31, 2007. Upon redemption, a holder of Preference Shares
is entitled to receive for each Preference Share redeemed its per share
Liquidation Value plus accrued and unpaid dividends.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information regarding the beneficial
ownership of the Ordinary Shares and the Preference Shares as of May 1, 1997 by
(i) each person who is known to the Company to be the beneficial owner of more
than 5% of either class, (ii) each director, (iii) each named executive officer
of the Company, and (iv) all executive officers and directors of the Company as
a group. Except as set forth

64
<PAGE>
below, the stockholders listed below have sole voting and investment power with
respect to all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER ORDINARY SHARES ORDINARY SHARES PREFERENCE SHARES PREFERENCE SHARES
- ---------------------------------------- --------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
ACP (1) 391,080 39.1% 14,813,920 43.6%
6099 Riverside Drive, Suite 201
Dublin, Ohio 43017

CVC Europe 386,280 38.6% 14,778,720 43.5%
P.O. Box 87
18 Grenville Street
St. Helier, Jersey
JE4 8PX, Channel Islands

Banque Paribas 85,840 8.6% 3,284,160 9.7%
787 7th Avenue
New York, NY 10019

J. David Smith 22,800 2.3% 167,200 *
5731 Mt. Repose Lane
Norcross, GA 30092

Frank T. Geist 14,400 1.4% 105,600 *
6005 State Bridge Rd., #517
Duluth GA 30136

R. Scott Vansant 7,200 * 52,800 *
150 Brightmore Way
Alpharetta, GA 30005

Mitchell B. Lewis 16,800 1.7% 123,200 *
4112 BlackPool
Plano, TX 75093

Joseph M. Silvestri (2) 0 * 0 *

Richard M. Cashin (2) 0 * 0 *

William Ty Comfort 0 * 0 *

Rolly van Rappard (2) 0 * 0 *

Paul E. Drack 1,600 * 48,400 *

Stuart M. Wallis 20,000 2.0% 230,000 *

Executive Officers and Directors as a 117,600 11.8% 982,400 2.9%
Group (15 persons)
</TABLE>

- ------------------------

* Less than 1%

(1) ACP is an affiliate of Citicorp Venture Capital, Ltd.

(2) Does not include 396,000 ordinary shares and 14,904,000 Preference Shares
held by CVC Europe. Messrs. Silvestri, Cashin and van Rappard are officers
of affiliates of CVC Europe.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHAREHOLDERS AGREEMENT AND ARTICLES OF ASSOCIATION

On the Closing Date, the Company, the Investor Group, the Management
Investors and an affiliate of Paribas entered into a shareholders agreement (the
"Shareholders Agreement") which contains certain

65
<PAGE>
agreements among such parties with respect to the equity interests and corporate
governance of the Company. The Board of Directors of the Company is comprised of
seven members. ACP and CVC Europe each have the right to appoint two directors.
J. David Smith is to be re-appointed a director for as long as he is Chief
Executive Officer of the Company. Pursuant to the Shareholders Agreement and the
Articles of Association of the Company, the disposition of Ordinary Shares and
Preference Shares is restricted.

The Shareholders Agreement and the Articles of Association also contain
certain participation rights, approval rights and rights of first refusal
exercisable by ACP and CVC Europe in the event of certain sales or proposed
sales of equity interests by the other.

REGISTRATION RIGHTS AGREEMENT

On the Closing Date of the Acquistion, September 25, 1996, the Company
entered into a registration rights agreement (the "Registration Agreement") with
certain of the Company's existing shareholders. Pursuant to the terms of the
Registration Agreement, such shareholders have the right to require the Company,
at the Company's sole cost and expense and subject to certain limitations, to
register under the Securities Act or list on any internationally recognized
stock exchange all or part of the Ordinary Shares held by such shareholders (the
"Registrable Securities"). All such shareholders will be entitled to participate
in all registrations by the Company or other shareholders, subject to certain
limitations. In connection with all such registrations, the Company has agreed
to indemnify all holders of Registrable Securities against certain liabilities,
including liabilities under the Securities Act and other applicable state or
foreign securities laws. Registrations pursuant to the Registration Agreement
will be made, if applicable, on the appropriate registration form and may be
underwritten registrations.

66
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) The following consolidated financial statements of Euramax International
plc and its subsidiaries are included in Part II, Item 8.

Report of Independent Accountants

Consolidated Balance Sheets at December 26, 1997 and December 27, 1996

Consolidated Statements of Earnings for the year ended December 26, 1997,
the three months ended December 27, 1996 (successor periods), the nine
months ended September 25, 1996, and the year ended December 31, 1995
(predecessor periods).

Consolidated Statements of Changes in Equity for the year ended December
26, 1997, the three months ended December 27, 1996 (successor periods), the
nine months ended September 25, 1996, and the year ended December 31, 1995
(predecessor periods).

Consolidated Statements of Cash Flows for the year ended December 26, 1997,
the three months ended December 27, 1996 (successor periods), the nine
months ended September 25, 1996, and the year ended December 31, 1995
(predecessor periods).

Notes to consolidated financial statements

(a)(2) Financial Statement Schedule

Report of Independent Accountants

Schedule II--Valuation Account

(b) The Company filed no reports on Form 8-K during the three months ended
December 26, 1997.

<TABLE>
<C> <S>
2.1 Purchase Agreement dated as of April 28, 1997, among the Company and
Genstar Capital Corporation ("GCC"), Ontario Teachers' Pension Plan
Board and the Management Stockholders of Gentek Holdings, Inc.
("Holdings") as sellers GCC as sellers' representative; Holdings and
Gentek Building Products, Inc. ("GBPI"). (Incorporated by reference to
Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
3.1* Articles of Association of Euramax International plc
3.2* Memorandum and Articles of Association of Euramax European Holdings plc
3.3* Articles of Association of Euramax International B.V.
3.4* Articles of Incorporation of Amerimax Holdings, Inc.
3.5* Bylaws of Amerimax Holdings, Inc.
4.3* Indenture, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European
Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as
Trustee.
4.4* Deposit Agreement, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European
Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary
4.5* Registration Rights Agreement, dated as of September 25, 1996, by and
among Euramax International plc, Euramax European Holdings plc, Euramax
European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan
Securities Inc. and Goldman Sachs & Co.
</TABLE>

67
<PAGE>
<TABLE>
<C> <S>
4.6* Purchase Agreement dated as of September 18, 1996, by and among Euramax
International Ltd., Euramax European Holdings Ltd., Euramax European
Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan Securities Inc.
and Goldman Sachs & Co.
10.1* Purchase Agreement, dated as of June 24, 1996, by and between Euramax
International Ltd. and Alumax Inc.
10.2* Executive Employment Agreement, dated as of September 25, 1996, by and
between J. David Smith and Euramax International plc
10.3* Executive Employment Agreement, dated as of September 25, 1996, by and
between Frank T. Geist and Euramax International plc
10.5* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Holdings, Inc. in favor of Banque Paribas, as agent
10.6* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Fabricated Products, Inc. in favor of Banque Paribas, as agent
10.7* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Home Products, Inc. in favor of Banque Paribas, as agent
10.8* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Building Products, Inc. in favor of Banque Paribas, as agent
10.9* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Coated Products, Inc. in favor of Banque Paribas, as agent
10.10* Domestic Security Agreement, dated as of September 25, 1996, by Johnson
Door Products, Inc. in favor of Banque Paribas, as agent
10.11* Domestic Security Agreement, dated as of September 25, 1996, by Amerimax
Specialty Products, Inc. in favor of Banque Paribas, as agent
10.12* Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of
Amerimax Home Products, Inc., Amerimax Specialty Products, Inc.,
Amerimax Building Products, Inc., Amerimax Coated Products and Johnson
Door Products, Inc. in favor of the Guarantied Parties referred to
therein
10.13* U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax
Holdings, Inc. in favor of the Guaranteed Parties referred to therein
10.14* U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by
Amerimax Holdings, Inc., to Banque Paribas, as Agent
10.15* U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax
Fabricated Products, Inc. in favor of the Guarantied Parties referred to
therein
10.16* U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by
Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent
10.17* Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax
International plc in favor of Banque Paribas, as Agent
10.18* Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax
International plc to Banque Paribas, as Agent
10.19* Building Products Pledge Agreement, dated as of September 25, 1996, by
Amerimax Building Products, Inc. to Banque Paribas, as Agent
10.20* Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax
European Holdings B.V. in favor of the Guarantied Parties referred to
therein
10.21* Dutch Company Guaranty, dated as of September 25, 1996, by Euramax
Netherlands B.V., in favor of the Guarantied Parties referred to therein
10.22* Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax
Europe B.V., in favor of the Guarantied Parties referred to therein
10.23* Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax
Coated Products B.V., in favor of the Guarantied Parties referred to
therein
</TABLE>

68
<PAGE>
<TABLE>
<C> <S>
10.24 Amended and Restated Credit Agreement, dated as of July 16, 1997, by and
among Amerimax Fabricated Products, Euramax Holdings Limited, Euramax
Europe B.V, Euramax Netherlands B.V., as Borrowers; Euramax
International plc, Amerimax Holdings, Inc., Euramax European Holdings
plc, Euramax European Holdings B.V., Euramax Europe Limited and certain
of their operating subsidiaries, as other Loan Parties; Banque Paribas,
as Agent, as a Lender and as the Issuer; and the other lenders named
therein. (Incorporated by Reference to Exhibit 10.1 of the Registrant's
Form 10-Q for the quarter ended June 28, 1997).
10.25 Amendment to Credit Agreement, dated as of December 18, 1997, by and among
Amerimax Fabricated Products, Euramax Holdings Limited, Euramax Europe
B.V., Euramax Netherlands B.V., as Borrowers; Euramax International plc,
Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European
Holdings B.V., Euramax Europe Limited and certain of their operating
subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a
Lender and as the Issuer; and the other lenders named therein.
21.1 Subsidiaries of Euramax International plc
27 Financial Data Schedule
</TABLE>

- ------------------------

* Incorporated by reference to the Exhibit with the same number in the
Registrant's Registration Statement on Form S-4 (333-05978) which became
effective on February 7, 1997

69
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Euramax International plc has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S> <C> <C>
Euramax International plc

By: /s/ J. DAVID SMITH
-----------------------------------------
J. David Smith
CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>

Dated: March 12, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Euramax
International plc and in the capacities and on the dated indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

By: /s/ J. DAVID SMITH
- ------------------------------ Chief Executive Officer, March 12, 1998
J. David Smith President and Director

V.P. Finance and
By: /s/ R. SCOTT VANSANT Administration and
- ------------------------------ Secretary (Principal March 12, 1998
R. Scott Vansant Financial and Accounting
Officer)

By: /s/ RICHARD M. CASHIN
- ------------------------------ Director March 12, 1998
Richard M. Cashin

By: /s/ JOSEPH M. SILVESTRI
- ------------------------------ Director March 12, 1998
Joseph M. Silvestri

By: /s/ WILLIAM TY COMFORT
- ------------------------------ Director March 12, 1998
William Ty Comfort

By: /s/ ROLLY VAN RAPPARD
- ------------------------------ Director March 12, 1998
Rolly Van Rappard

By: /s/ PAUL E. DRACK
- ------------------------------ Director March 12, 1998
Paul E. Drack

By: /s/ STUART M. WALLIS
- ------------------------------ Director March 12, 1998
Stuart M. Wallis

70
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Euramax International plc

In connection with our audit of the consolidated financial statements of
Euramax International plc and Subsidiaries as of December 27, 1996 and December
26, 1997, and the related consolidated statements of earnings and cash flows for
the year ended December 31, 1995, the nine months ended September 25, 1996, the
three months ended December 27, 1996, and the year ended December 26, 1997,
which financial statements are included in the Form 10-K, we have also audited
the financial statement schedule listed in Item 14(a)(2) herein.

In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information required to be included therein.

COOPERS & LYBRAND L.L.P.

Atlanta Georgia
February 27, 1998

71
<PAGE>
EURAMAX INTERNATIONAL PLC
VALUATION AND QUALIFYING ACCOUNTS
THOUSANDS OF U.S. DOLLARS

<TABLE>
<CAPTION>
CHARGED TO
CHARGED TO OTHER
BALANCE AT COSTS AND ACCOUNTS- DEDUCTIONS-
DESCRIPTION CLASSIFICATION BEGINNING EXPENSES DESCRIBE(1) DESCRIBE(2) BALANCE AT END
- ----------------------------------------- ------------ ---------- ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 26, 1997
Allowance for doubtful accounts A/R, net ($3,404) ($1,489) $94 $1,305 ($3,494)

FOR THE 3 MONTHS ENDED DECEMBER 27, 1996
Allowance for doubtful accounts A/R, net ($3,062) ($221) ($143) $22 ($3,404)

FOR THE 9 MONTHS ENDED SEPTEMBER 25, 1996
Allowance for doubtful accounts A/R, net ($2,582) ($827) ($44) $391 ($3,062)
</TABLE>

Note:

(1) Changes due to foreign currency translation adjustment.

(2) Write-off of bad debts, net of recoveries. Also included in this amount are
adjustments for divestitures and the acquisition of Fabral in 1997.

72
<PAGE>

EXHIBIT 10.25

AMENDMENT (this "Amendment"), dated as of December 18, 1997 (this
"Amendment") among Euramax International plc, a company existing under the
laws of England and Wales ("Euramax"), the other Loan Parties referred to
below, the Lenders and Issuer referred to below and Banque Paribas, as agent
for said Lenders and Issuer (in such capacity, the "Agent"), to the Amended
and Restated Credit Agreement, dated as of July 16, 1997 (said Agreement, as
the same may be amended, supplemented or otherwise modified from time to
time, being the "Credit Agreement", and the terms defined therein being used
herein as therein defined), among Euramax, the other Loan Parties party
thereto, the financial institutions party thereto (the "Lenders"), the Issuer
party thereto (the "Issuer") and the Agent.

W I T N E S E T H :

WHEREAS, the Loan Parties have requested that the Lenders, the Issuer
and the Agent agree to amend the Credit Agreement to provide for a reduction
in the interest payable on the Loans and fees payable in respect of Letters
of Credit, in each case based upon a ratio of Indebtedness to EBITDA, all as
more fully set forth below; and

WHEREAS, the Lenders, the Issuer and the Agent are willing to agree to
such amendments as set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

73
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Section 1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement
is, subject to the satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended as follows:

1.1. AMENDMENTS TO SECTION 1.1. (a) Section 1.1 thereof is amended
by adding thereto, in appropriate alphabetical order, the following new
defined terms:

"`LEVEL I RATE PERIOD' means, with respect to any Loan, each period (a)
commencing on the last day of any Fiscal Quarter (i) as at the end of which
the Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such
day exceeds 5.00 to 1.00, as reflected in a Ratio Notice with respect to such
four Fiscal Quarters, or (ii) with respect to which four Fiscal Quarters
period no Ratio Notice shall have been timely delivered, and (b) ending on
the last day of the next succeeding Fiscal Quarter."

"`LEVEL II RATE PERIOD' means, with respect to any Loan, each period
commencing on the last day of a Fiscal Quarter as at the end of which the
Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day
does not exceed 5.00 to 1.00 but is in excess of 4.50 to 1.00, as reflected
in a Ratio Notice with respect to such four Fiscal Quarters, and ending on
the last day of the next succeeding Fiscal Quarter."

"`LEVEL III RATE PERIOD' means, with respect to any Loan, each period
commencing on the last day of a Fiscal Quarter as at the end of which the
Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day
does not exceed 4.50 to 1.00 but is in excess of 4.00 to 1.00, as reflected
in a Ratio Notice with respect to such four Fiscal Quarters, and ending on
the last day of the next succeeding Fiscal Quarter."

"`LEVEL IV RATE PERIOD' means, with respect to any Loan, each period
commencing on the last day of a Fiscal Quarter as at the end of which the
Ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day
does not exceed 4.00 to 1.00 but is in excess of 3.50 to 1.00, as reflected
in a Ratio Notice with respect to such four Fiscal Quarters, and ending on
the last day of the next succeeding Fiscal Quarter."

"`LEVEL V RATE PERIOD' means, with respect to any Loan, each period
commencing on the last day of a Fiscal Quarter as at the end of which the
ratio of Total Debt to EBITDA for the four Fiscal Quarters ended on such day
is equal to or less than 3.50 to 1.00, as reflected in a Ratio Notice with
respect to such four Fiscal Quarters, and ending on the last day of the next
succeeding Fiscal Quarter."

"`RATIO NOTICE' means a written notice, delivered by Euramax to the
Agent, the Issuer and each Lender within 45 days after the last day of any
Fiscal Quarter, pursuant to which the Chief Financial Officer of Euramax
shall have certified the Ratio of Total Debt to EBITDA for the period
consisting of the four consecutive Fiscal Quarters ended on such last day."

"`RATIO OF TOTAL DEBT TO EBITDA' means the ratio of (a) the sum of (i)
Senior Indebtedness of Euramax and its Subsidiaries PLUS (ii) any amounts
outstanding under the Senior Subordinated Notes issued by Euramax and its
Subsidiaries to (b) EBITDA of Euramax and its Subsidiaries."

(b) Section 1.1 thereof is further amended by deleting the definitions
therein of "APPLICABLE BASE RATE MARGIN" and "APPLICABLE EUROCURRENCY RATE
MARGIN" and substituting therefor, respectively, the following definitions:

"`APPLICABLE BASE RATE MARGIN' means:

(a) in the case of all Loans other than the U.S. Dollar Term B Loans
and the U.S. Dollar Term C Loans, (i) 1.25% at all times during each Level I
Rate Period, (ii) 1.00% at all times during each Level II Rate Period, (iii)
0.75% at all times during each Level III Rate Period, (iv) 0.50% at all times
during each Level IV Rate Period and

<PAGE>

(v) 0.25% at all times during each Level V Rate Period; and

(b) in the case of the U.S. Dollar Term B Loans and the U.S. Dollar
Term C Loans, (i) 1.75% at all times during each Level I Rate Period, (ii)
1.50% at all times during each Level II Rate Period, (iii) 1.25% at all times
during each Level III Rate Period and (iv) 1.00% at all times during each
Level IV Rate Period and each Level V Rate Period."

"`APPLICABLE EUROCURRENCY RATE MARGIN' means:

(a) in the case of all Loans other than the U.S. Dollar Term B Loans
and the U.S. Dollar Term C Loans, (i) 2.25% at all times during each Level I
Rate Period, (ii) 2.00% at all times during each Level II Rate Period and
(iii) 1.75% at all times during each Level III Rate Period, (iv) 1.50% at all
times during each Level IV Rate Period and (v) 1.25% at all times during each
Level V Rate Period; and

(b) in the case of the U.S. Dollar Term B Loans and the U.S. Dollar
Term C Loans, (i) 2.75% at all times during each Level I Rate Period, (ii)
2.50% at all times during each Level II Rate Period, (iii) 2.25% at all times
during each Level III Rate Period, and (iv) 2.00% at all times during each
Level IV Rate Period and each Level V Rate Period."

(c) Section 1.1 thereof is further amended by deleting the number "10"
in subsection (e) of the proviso of the definition of "INTEREST PERIOD"
therein and substituting therefor the number "12".

1.2. AMENDMENTS TO SECTION 2.19(m). Section 2.19(m) thereof is
amended by deleting from clause (ii) thereof the words "a fee equal to 2.75%
per annum of" and substituting therefor the words "an annual fee equal to the
Applicable Eurocurrency Rate Margin then in effect for the Loans other than
the U.S. Dollar Term B Loans and the U.S. Dollar Term C Loans multiplied by".

Section 2. EFFECTIVENESS. This Amendment shall become effective as of
the date first set forth above if and only if the Agent shall have executed a
counterpart hereof and shall have received counterparts hereof executed by
each Lender, the Issuer and each Loan Party.

Section 3. REPRESENTATIONS AND WARRANTIES. Each of the Loan Parties
represents and warrants as to itself and each of its Subsidiaries as follows:

(a) The execution, delivery and performance of this Amendment has been
duly authorized by all necessary corporate action, and this Amendment and the
Credit Agreement as amended hereby, and the transactions contemplated hereby
and thereby, do not and will not (i) require any consent or approval of the
stockholders of any Loan Party or any of its Subsidiaries or any third party,
other than any consents or approvals that have already been obtained and
which remain in full force and effect, (ii) violate any Requirement of Law,
(iii) result in a breach of or constitute a default under any Contractual
Obligation to which any Loan Party or any of its Subsidiaries is a party or
by which any of them or their respective properties may be bound or affected,
or (iv) result in, or require, the creation or imposition of any Lien of any
nature upon or with respect to any of the properties now owned or hereafter
acquired by any Loan Party or any of its Subsidiaries (other than pursuant to
the Loan Documents).

(b) All authorizations, consents, approvals of, licenses of, or
filings or registrations with, any court or Governmental Authority, required
in connection with the execution, delivery and performance by each Loan Party
of this Amendment and of the Credit Agreement as amended hereby, and the
consummation by each Loan Party of the transactions contemplated hereby and
thereby, have been obtained, given, filed or taken and are in full force and
effect.

<PAGE>

(c) This Amendment has been duly executed and delivered by each Loan
Party, and this Amendment and the Credit Agreement as amended hereby each
constitute the legal, valid and binding obligations of the Loan Parties,
enforceable against the Loan Parties in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or law).

(d) There shall exist no judgment, order, injunction or other
restraint prohibiting or imposing materially adverse conditions upon the
execution, delivery and performance of this Amendment or the Credit Agreement
as amended hereby, or upon the consummation of the transactions contemplated
hereby or thereby.

(e) None of the transactions contemplated by this Amendment or the
Credit Agreement as amended hereby will have or could have a Material Adverse
Effect, and the execution, delivery and performance of this Amendment will
not and could not adversely affect the Liens of any Collateral Document.

(f) No provision of any Related Document or any other Contractual
Obligation of any Loan Party would prohibit, restrict or impose any
conditions on this Amendment or the Credit Agreement as amended hereby, and
no consent under any Related Document or other Contractual Obligation is
required for the execution, delivery or performance of this Amendment or the
Credit Agreement as amended hereby.

(g) Each of the representations and warranties contained in each Loan
Document are true and correct on and as of the date hereof and on and as of
the Effective Date, in each case after giving effect to the amendments and
waivers contemplated hereby, and no Default or Event of Default has occurred
or is continuing.

Section 4. COSTS AND EXPENSES. Euramax and U.S. Operating Co. jointly
and severally agree, and each other Loan Party agrees to the extent allocable
to it, to pay (a) all costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including the
reasonable fees and out-of-pocket expenses of counsel for the Agent with
respect thereto, and (b) all costs and expenses otherwise required to be paid
under Section 10.4 of the Credit Agreement.

Section 5. MISCELLANEOUS.

(a) Upon the effectiveness of this Amendment each reference in the
Credit Agreement to "this Agreement," "hereunder," "herein," or words of like
import, and each reference in any Loan Document to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended or waived hereby, the Credit
Agreement shall remain in full force and effect and each is hereby ratified
and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power, or remedy of the Lenders, the Issuer or the Agent under any Loan
Document, nor constitute a waiver of any provision of any Loan Document.

(d) This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered, shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.

(e) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

(f) EACH OF THE LOAN PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH,
THIS AMENDMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, ANY LENDER, THE ISSUER
OR ANY LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS,
THE ISSUER AND THE AGENT ENTERING INTO THIS AMENDMENT.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

EURAMAX INTERNATIONAL PLC

By:____________________________
Title:

EURAMAX EUROPEAN HOLDINGS PLC
By:____________________________
Title:

EURAMAX EUROPEAN HOLDINGS, B.V.
By:____________________________
Title:

EURAMAX EUROPE LIMITED
By:____________________________
Title:

EURAMAX NETHERLANDS B.V.
By:____________________________
Title:

EURAMAX HOLDINGS LIMITED
By:____________________________
Title:

EURAMAX EUROPE B.V.
By:____________________________
Title:

ELLBEE LIMITED
By:____________________________
Title:

EURAMAX COATED PRODUCTS LIMITED
By:____________________________
Title:

<PAGE>

EURAMAX COATED PRODUCTS B.V.
By:________________________________
Title:

AMERIMAX HOLDINGS, INC.
AMERIMAX FABRICATED PRODUCTS, INC.
AMERIMAX BUILDING PRODUCTS, INC.
AMERIMAX COATED PRODUCTS, INC.
AMERIMAX RICHMOND COMPANY
AMERIMAX HOME PRODUCTS, INC.
AMERIMAX LAMINATED PRODUCTS, INC.