HARDIE JAMES N V, F-1/A, 1999-02-08

HARDIE JAMES N V
F-1/A, 1999-02-08
CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 1999

REGISTRATION NO. 333-63649
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

JAMES HARDIE N.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
THE NETHERLANDS 3272 NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

WORLD TRADE CENTER

STRAWINSKYLAAN 749

1077 XX AMSTERDAM

THE NETHERLANDS

31 20 678 6061

(ADDRESS AND TELEPHONE NUMBER OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

PETER SHAFRON, ESQ., GENERAL COUNSEL
26300 LA ALAMEDA, SUITE 100
MISSION VIEJO, CALIFORNIA 92691
(949) 348-1800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

WITH COPIES TO:

<TABLE>
<S> <C>
MARK W. SHURTLEFF, ESQ. DEANNA L. KIRKPATRICK, ESQ.
GIBSON, DUNN & CRUTCHER LLP DAVIS POLK & WARDWELL
JAMBOREE CENTER, 4 PARK PLAZA 450 LEXINGTON AVENUE
IRVINE, CA 92614 NEW YORK, NY 10017
(949) 451-3800 (212) 450-4000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.

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<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent offering outside the United
States and Canada (the "International Prospectus"). The two prospectuses are
identical in all respects except for (i) the pages labeled as "Alternate Page
for International Prospectus" which will be included in the International
Prospectus to replace the corresponding pages in the U.S. Prospectus and (ii)
the exclusion of the "Notice to Ontario and Quebec Residents" section from the
International Prospectus. Final forms of each prospectus will be filed with the
Securities and Exchange Commission under Rule 424(b).

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS Subject to Completion, Dated February 8, 1999

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7,500,000 Shares

JH LOGO
JAMES HARDIE N.V.
Common Stock
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All of the 7,500,000 shares of common stock, nominal value NLG 0.02 per share
(the "Common Stock"), of James Hardie N.V. ("James Hardie") offered hereby are
being sold by a wholly owned indirect subsidiary (the "Selling Shareholder") of
James Hardie Industries Limited, a public company organized under the laws of
Australia and listed on the Australian Stock Exchange ("JHIL"), in concurrent
offerings in the United States and Canada and outside the United States and
Canada (collectively, the "Offerings"). Of such shares, 6,375,000 are initially
being offered in the United States and Canada by the U.S. Underwriters (the
"United States Offering") and 1,125,000 are initially being offered outside the
United States and Canada by the International Underwriters (the "International
Offering"). The per share price to the public and per share underwriting
discounts and commissions in each of the Offerings will be identical. See
"Underwriting." James Hardie will not receive any of the proceeds from the sale
of the shares offered hereby.

James Hardie is currently a wholly owned indirect subsidiary of JHIL. Following
consummation of the Offerings, JHIL will beneficially own approximately 85% of
the outstanding shares of Common Stock (or approximately 83% of the outstanding
shares of Common Stock if the U.S. Underwriters' over-allotment option is
exercised in full).

Prior to the Offerings, there has been no public market for the Common Stock. It
is currently anticipated that the initial public offering price per share will
be between $15.00 and $18.00. See "Underwriting" for the factors to be
considered in determining the initial public offering price. The shares of
Common Stock have been approved for listing (subject to official notice of
issuance) on the New York Stock Exchange (the "NYSE") under the symbol "JHX."

FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON STOCK
OFFERED HEREBY, SEE "RISK FACTORS" COMMENCING ON PAGE 11.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Underwriting Proceeds
Price to Discounts and to Selling
Public Commissions(1) Shareholder(2)
<S> <C> <C> <C>
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Per Share $ $ $
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Total(3) $ $ $
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</TABLE>

(1) James Hardie, the Selling Shareholder and JHIL have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting expenses of the Offerings payable by JHIL estimated to be
$1,825,000.

(3) The Selling Shareholder has granted the U.S. Underwriters a 30-day option to
purchase up to 1,125,000 additional shares of Common Stock on the same terms
per share solely to cover over-allotments, if any. If such option is
exercised in full, the total Price to Public will be $ , the total
Underwriting Discounts and Commissions will be $ and the total
Proceeds to the Selling Shareholder will be $ . See "Underwriting."

The shares of Common Stock are being offered by the Underwriters as set forth
under "Underwriting" herein. It is expected that delivery of the certificates
therefor will be made at the offices of Warburg Dillon Read LLC, New York, New
York, or through the facilities of The Depository Trust Company, on or about
, 1999.

WARBURG DILLON READ LLC

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH & CO.

The date of this Prospectus is , 1999.

<PAGE> 4

[GRAPHIC OF HOUSE]

James Hardie is the largest manufacturer of fiber cement building products and
systems in the United States, Australia and New Zealand.

[GRAPHIC OF HOUSE]

The Company believes that, in certain applications, its fiber cement products
and systems provide a combination of distinctive performance, design and cost
advantages when compared to the other fiber cement products and alternative
products and systems using solid wood, engineered wood, vinyl, brick, stucco and
gypsum wallboard.

[GRAPHIC OF HOUSE]

Applications include external siding roofing, internal linings, facades,
fencing, and floor and tile underlayments.

[LOGO] James Hardie N.V.

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE COMMON STOCK
AND THE IMPOSITION OF A PENALTY BID DURING AND AFTER THE OFFERINGS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

[LOGO] James Hardie N.V.

[GRAPHIC COLLAGE OF HOUSES AND THE COMPANY'S BUILDING PRODUCTS]
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial data, including
the Consolidated Financial Statements and the related notes thereto, included
elsewhere in this Prospectus. Prior to the Reorganization (as more fully
described below), James Hardie Industries Limited ("JHIL"), a company organized
under the laws of Australia and listed on the Australian Stock Exchange,
operated a number of businesses in the building products industry. In connection
with the Reorganization, JHIL transferred the "Transferred Businesses" (as
defined herein) to James Hardie N.V., a company incorporated under the laws of
The Netherlands ("James Hardie" and, collectively with all of its subsidiaries,
unless the context otherwise requires, the "Company"), and retained certain
assets and liabilities and the related income and expenses (the "Retained Assets
and Liabilities"). Unless the context otherwise requires, all historical
financial information for periods prior to the Reorganization discussed in this
Prospectus include the Retained Assets and Liabilities. Such information,
therefore, may not be indicative of the Company's future financial performance.
Financial information with respect to the Transferred Businesses is presented in
this Prospectus, together with certain other adjustments, in "Unaudited Pro
Forma Consolidated Financial Data." References in this Prospectus to the
Company's historical operations refer to the operations of the Transferred
Businesses. Unless the context otherwise requires, all references in this
Prospectus to JHIL shall refer to JHIL and its subsidiaries that were not
transferred to the Company (including the Selling Shareholder). Except as
otherwise indicated, all information in this Prospectus assumes that the U.S.
Underwriters' over-allotment option is not exercised. As used in this
Prospectus, the term "fiscal year" refers to the Company's fiscal year ended
March 31 of such year, the term "dollars" or "$" refers to U.S. dollars, the
term "AUD" refers to Australian dollars, the term "NZD" refers to New Zealand
dollars, the term "msf" refers to thousands of square feet and the term "mmsf"
refers to millions of square feet.

THE COMPANY

GENERAL

The Company is the largest manufacturer of fiber cement products and
systems for internal and external building construction applications in the
United States, Australia and New Zealand. Fiber cement is one of the fastest
growing segments of the U.S. building products industry. Total U.S. industry
shipments of fiber cement were estimated by the Company to be approximately 500
mmsf during fiscal year 1998, up 35% from approximately 370 mmsf in fiscal year
1997. The Company markets its fiber cement products and systems under various
"Hardi" brand names. The Company believes that, in certain applications, its
fiber cement products and systems provide a combination of distinctive
performance, design and cost advantages when compared to other fiber cement
products and alternative products and systems using solid wood, engineered wood,
vinyl, brick, stucco and gypsum wallboard. The Company estimates that fiber
cement could grow from approximately 7% of the U.S. external siding market in
1998 to 16% by 2002.

In addition, the Company is the fourth largest producer of gypsum wallboard
in the United States. The sale of fiber cement products and gypsum wallboard
accounted for 46.9% and 24.4%, respectively, of the Company's total net sales in
fiscal year 1998 and 47.9% and 30.2%, respectively, of the Company's total net
sales for the nine months ended December 31, 1998. In addition to its fiber
cement and gypsum wallboard businesses, the Company, through its building
systems division, is the Australian and New Zealand market leader in the
manufacture and sale of modular relocatable buildings in the mining resources
market and insulated panel products in the commercial market. The Company also
manufactures windows and window systems for residential and commercial
applications in Australia.

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<PAGE> 6

certain other building materials, fiber cement provides durability attributes
such as strong resistance to moisture, fire, impact and termites, requires
relatively little maintenance and can be used as a substrate to create a wide
variety of architectural effects with textured and colored finishes. During
fiscal year 1998, management believes, based on its analysis of competitors'
sales, that the Company sold approximately 83% of the fiber cement sold in the
United States, 84% of the fiber cement sold in Australia and 93% of the fiber
cement sold in New Zealand.

During fiscal year 1998, the Company's U.S. Fiber Cement business accounted
for $181.1 million of net sales, Gypsum accounted for $200.5 million of net
sales, Australia/New Zealand Fiber Cement accounted for $211.6 million of net
sales, Building Systems accounted for $147.9 million of net sales and Other
products (which includes windows and fiber cement operations in the Philippines)
accounted for $81.2 million of net sales. Operating profit from U.S. Fiber
Cement and Gypsum (the "U.S. Operations") as a percentage of total operating
profit before expenses in connection with the Sydney-based research and
development center and certain general corporate costs, which benefit all
segments, was 72.4% in fiscal year 1998 and 87.6% for the nine months ended
December 31, 1998. See "Selected Financial and Operating Data."

James Hardie's principal executive offices are located at World Trade
Center, Strawinskylaan 749, 1077 XX Amsterdam, The Netherlands, and its
telephone number is 31 20 678 6061. The Company's principal operational offices
are located at 26300 La Alameda, Suite 100, Mission Viejo, California 92691, and
its telephone number is (949) 348-1800.

BUSINESS STRATEGY

The Company's strategic objective is to increase shareholder value by
expanding its leadership position in the manufacturing and marketing of fiber
cement and capitalizing on this position to build related businesses in the
building and construction industries worldwide. The Company seeks to maintain
its competitive advantage in fiber cement through the continued development of
differentiated products and improved process technology. In the Company's gypsum
wallboard business, management believes the Company's cost position will enable
it to maintain high levels of capacity utilization through industry downturns.
Combined, these global strategies are intended to mitigate the Company's
susceptibility to construction cycles. The international nature of the Company's
business also reduces exposure to regional construction cycles. More
specifically, the Company's strategies include the following:

Increase Demand for Fiber Cement Products

The Company plans to increase demand for fiber cement products in the
United States, Australia, New Zealand and selected Asian markets through the
continued displacement of more traditional building materials. The Company is
investing significant effort into educating builders, contractors and consumers
with respect to the performance, design and cost advantages of new and existing
fiber cement products over competing products. In the United States, management
estimates that fiber cement comprised approximately 10% of the new residential
construction segment of the external siding market in fiscal year 1998 and
approximately 6% and 1%, respectively, of the manufactured housing and
repair/remodel segments. Research commissioned by the Company indicates that its
products are generally preferred by homeowners over alternative siding products,
once they have been made aware of the features of the Company's products. As a
result of this research, in 1998, the Company began a national and regional U.S.
marketing campaign to raise awareness of the Company's siding products among
consumers. In Australia, management estimates that approximately 80% of new
residential construction utilized masonry as the external siding material in
1997. The Company is marketing its products as a substitute for masonry and is
highlighting the cost, architectural and aesthetic advantages over brick.

Defend Current Position in Fiber Cement

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<PAGE> 7

plant in California has been expanded twice and three new plants have been
constructed in Florida, Texas and Washington, at an aggregate cost of
approximately $200 million over four years. Concurrently with increasing
capacity in the United States, the Company has been upgrading and consolidating
its capacity in Australia and New Zealand. In Australia, a three year, AUD 40
million upgrade program has been implemented that management believes will
result in reduced manufacturing costs primarily through increased automation. In
New Zealand, upgrading of the factory and warehouse facilities has resulted in
increased production capacity and lower costs. See "Business -- Manufacturing
Facilities."

Continue to Develop New and Differentiated Fiber Cement Products

The Company intends to continue to focus on developing new and
differentiated products specifically targeted for its primary geographic markets
by capitalizing on its research and development facilities in the United States
and Australia. In light of increasing competition, management believes product
differentiation is key to maintaining and enhancing the Company's position and
permitting value added pricing. The Company has various new products and systems
in development and commercialization, such as a new generation of low density
fiber cement products for external trim applications, launched in October 1998,
that contain significant elements of proprietary technology which the Company
believes will preclude easy duplication by competitors.

Expand into New Geographic Markets for Fiber Cement Products

The Company plans to continue to expand into new geographic markets for
fiber cement products. Sales of fiber cement outside the United States,
Australia and New Zealand accounted for approximately 5% of fiscal year 1998
fiber cement revenues and approximately 4% of fiber cement revenues for the nine
months ended December 31, 1998. The Company began exporting fiber cement
products into the Philippines in the early 1980s as a plywood replacement and
commenced construction in 1997 of a manufacturing facility in Cabuyao (near
Manila) to meet local demand for its products. This new facility was
commissioned in December 1998. In addition, the Company has been exporting
products to Taiwan, Thailand, Singapore, Japan, the Middle East, Korea and
Indonesia and is exploring, over the long term, the possibility of constructing
manufacturing facilities in some of these locations. The Company has also
conducted detailed assessments of market opportunities in certain other regions
around the world. The continued geographic expansion of the Company into
additional markets diversifies the Company's customer base and reduces its
exposure to seasonality and the cyclicality of the construction industry in any
one particular market.

Maintain a Strong Niche Position in the U.S. Gypsum Wallboard Industry

The Company plans to continue to maintain its strong niche position in the
U.S. gypsum wallboard industry by offering a full line of products in the large
regional markets in which it operates. The Company has low-cost facilities that
currently operate at high levels of capacity utilization. The Company intends to
maintain this focus while continuing to improve operating efficiencies.
Following the expansion of its Seattle, Washington and Las Vegas, Nevada
facilities, the Company has begun work on doubling the capacity of its gypsum
wallboard plant in Nashville, Arkansas, which is scheduled to be completed in
the second half of calendar year 1999. The Nashville plant, when completed, will
be one of the largest gypsum wallboard plants in the world with approximately
1.4 billion square feet of capacity per annum and will expand the Company's
share of U.S. industry capacity in the gypsum wallboard market from
approximately 7% to approximately 9% based on Company estimates. At that time,
the Company's wallboard plants will on average have the capacity to produce 2.6
times more gypsum wallboard than the current industry average on a per plant
basis. The Company believes that its competitive strengths leave it
comparatively well positioned throughout market cycles. The Company also plans
to continue to review opportunities to invest in strategically located assets
which strengthen its niche position in the U.S. gypsum industry and which
complement its international fiber cement business.

THE REORGANIZATION

5
<PAGE> 8

with the Sydney-based research and development center and certain general
corporate costs which benefit all segments), JHIL announced a plan of
reorganization and capital restructuring (the "Reorganization"). The
Reorganization, which (with the exception of the Offerings and the relocation of
certain senior executives and managers) was consummated in November 1998, is
intended to address the structural imbalance and resulting operational,
financial and commercial issues that previously existed as a result of the
predominance of JHIL's U.S. operations and the location of corporate management
and JHIL's shareholder base in Australia. The primary components of the
Reorganization are:

- The formation of James Hardie, a wholly owned indirect subsidiary of
JHIL, which was incorporated in The Netherlands in August 1998;

- The transfer to the Company, effective November 1, 1998, pursuant to
various contribution and purchase agreements (the "Purchase Agreements"),
of JHIL's fiber cement businesses, its U.S. gypsum wallboard business,
its Australian and New Zealand building systems business and its
Australian windows business (collectively, the "Transferred Businesses")
and the retention by JHIL and its non-transferring subsidiaries of the
Retained Assets and Liabilities;

- The issuance of the Notes and the arrangement of a new Bank Facility (as
such terms are defined herein) on November 4, 1998 by the Company (the
"Debt Financing");

- The relocation of certain senior executives and managers to the Company's
U.S. operational headquarters; and

- The sale by the Selling Shareholder, through the Offerings, of
approximately 15% of the outstanding shares of Common Stock of James
Hardie.

ACQUISITION OF THE TRANSFERRED BUSINESSES

The Company and JHIL entered into the Purchase Agreements pursuant to which
the Company acquired the Transferred Businesses from JHIL and its
non-transferring subsidiaries. The Transferred Businesses were acquired by James
Hardie in consideration of 100% of its outstanding Common Stock and $349.1
million, which was paid from the proceeds of the sale of the Notes and
borrowings under the term loan portion of the Bank Facility which is more fully
described below. The $349.1 million payment represented the settlement of
intercompany indebtedness of subsidiaries of JHIL acquired by the Company in
connection with the Reorganization. In addition to the Retained Assets and
Liabilities, JHIL and its non-transferring subsidiaries also retained existing
and potential liabilities in relation to the manufacture prior to 1987 of
products containing asbestos. As part of the Retained Assets and Liabilities,
JHIL and its non-transferring subsidiaries retained the ownership of the
manufacturing sites in Australia and New Zealand on which asbestos products were
manufactured. The Company will lease and continue to manufacture from these
sites. As part of the Purchase Agreements, JHIL and certain of its
non-transferring subsidiaries agreed to indemnify the Company for certain
liabilities in relation to the operation of the Transferred Businesses prior to
the Reorganization, including all asbestos-related liabilities and environmental
liabilities relating to these sites. See "Certain Relationships and Related
Transactions -- Purchase Agreements."

DEBT FINANCING

On November 4, 1998, a financing subsidiary of the Company incorporated
under the laws of The Netherlands (the "Finance Subsidiary") completed the sale
of certain debt securities and arranged a new bank credit facility for a wholly
owned Australian subsidiary of the Company. The Finance Subsidiary issued $225
million aggregate principal amount of senior unsecured notes with a mix of
maturities ranging from 6 to 15 years with a ten-year average maturity and a
maximum of $63 million maturing in any one year (the "Notes") to certain
identified U.S. institutional investors. In addition, the Finance Subsidiary
arranged a new unsecured bank credit facility (the "Bank Facility") which
consists of an Australian dollar denominated term loan of AUD 200 million
($124.1 million based on the exchange rate on November 4, 1998) with a term of
three years, which is currently fully drawn, and a U.S. dollar denominated
revolving credit facility of $77.5 million, which will principally be used by
the Company for working capital purposes and under which the Company had
borrowings of $25 million as of February 1, 1999. See "Management's Discussion
and

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Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." The amount borrowed under the revolving credit facility was
used to fund a working capital shortfall on the date such amount was borrowed.
The Notes and indebtedness incurred under the Bank Facility by the Company's
subsidiaries are unconditionally guaranteed by James Hardie on an unsecured
basis.

The Notes have a fixed interest rate. The term loan portion of the Bank
Facility has a floating interest rate equal to a fixed margin over the
Australian Bank Bill Rate. The revolving credit facility has a floating interest
rate equal to a fixed margin over LIBOR. The Debt Financing arrangements have
customary covenants including the maintenance of certain financial ratios and
limitations on payment of dividends and the incurrence of additional
indebtedness. The Notes and Bank Facility are subject to the same key covenants.

THE OFFERINGS

The Offerings were approved by the shareholders of JHIL at an extraordinary
general meeting of JHIL's shareholders held on October 16, 1998 in Sydney,
Australia ("Shareholder Approval"). JHIL has informed the Company that it
intends to consider a further selldown of its interest in the Company or a
distribution of its interest to JHIL shareholders within 12 to 24 months.
However, the timing and precise mechanisms of such a selldown or distribution
will depend on market conditions and other relevant considerations.

THE OFFERINGS

Common Stock being offered by
the Selling Shareholder in the
Offerings:

United States
Offering........................ 6,375,000 shares(1)

International
Offering........................ 1,125,000 shares

Total....... 7,500,000 shares(1)

Common Stock to be outstanding
after the Offerings............. 50,000,000 shares(2)

Use of Proceeds................. The Company will not receive any proceeds
from the sale of the shares of Common Stock
offered hereby.

NYSE symbol..................... JHX

Risk Factors.................... Investment in the Common Stock offered hereby
involves certain risks. Each prospective
investor should carefully consider all of the
matters described herein under "Risk
Factors."

- ---------------
(1) Assumes that the U.S. Underwriters' over-allotment option is not exercised.

(2) Excludes 5,000,000 shares of Common Stock reserved for issuance under the
Company's 1999 Equity Incentive Plan (the "Equity Incentive Plan"), under
which options to purchase up to a maximum of 2,000,000 shares are expected
to be granted upon consummation of the Offerings. See
"Management -- Compensation of Directors and Officers" and
"Management -- 1999 Equity Incentive Plan." Also excludes up to 30,000
restricted shares of Common Stock to be issued to members of the Supervisory
Board upon consummation of the Offerings and 110,000 shares of Common Stock
reserved for issuance under the Company's 1999 Independent Directors
Deferred Compensation Plan (the "Directors Deferred Compensation Plan"). See
"Management -- Compensation of Directors and Officers."

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<PAGE> 10

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table sets forth summary consolidated historical and pro forma
financial and operating data for the periods indicated and is qualified by
reference to, and should be read in conjunction with, the Consolidated Financial
Statements and the related notes thereto, the "Unaudited Pro Forma Consolidated
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained elsewhere herein. The historical financial
data presented below reflects historical data with respect to (a) the
Transferred Businesses and (b) until November 1, 1998, the Retained Assets and
Liabilities which were not transferred to the Company in the Reorganization. See
"The Reorganization." Consequently, such historical financial data is not
necessarily indicative of future results of the Company. The pro forma data
contained herein gives effect to certain transactions that are part of the
Reorganization. See "Unaudited Pro Forma Consolidated Financial Data."

<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31, NINE MONTHS ENDED DECEMBER 31,
------------------------------------------- ----------------------------------------
PRO FORMA(1) PRO FORMA(1)
1996 1997 1998 1998 1997 1998 1998
------- ------- -------- ------------ ----------- ----------- ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN MILLIONS, EXCEPT VOLUME AND PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------
CONSOLIDATED STATEMENT OF INCOME DATA:
Net sales
U.S. Fiber Cement(2)........... $ 100.7 $ 148.7 $ 181.1 $ 181.1 $ 134.2 $ 177.6 $ 177.6
Gypsum(3)...................... 77.0 103.8 200.5 200.5 149.3 190.9 190.9
Australia/New Zealand Fiber
Cement(4).................... 264.6 262.1 211.6 211.6 169.0 132.2 132.2
Building Systems(4)............ 118.2 133.8 147.9 147.9 111.9 81.3 81.3
Other(5)....................... 64.4 65.0 81.2 81.2 64.7 49.1 49.1
------- ------- -------- -------- -------- -------- --------
Total net sales.................... 624.9 713.4 822.3 822.3 629.1 631.1 631.1
Cost of goods sold................. (429.9) (508.7) (592.3) (595.5) (444.7) (448.0) (449.9)
------- ------- -------- -------- -------- -------- --------
Gross profit....................... 195.0 204.7 230.0 226.8 184.4 183.1 181.2
Selling, general and
administrative(6)................ (134.1) (150.3) (142.7) (142.7) (108.1) (108.7) (108.7)
Restructuring and other operating
expenses(7)...................... -- (38.8) (5.1) (5.1) (2.2) (1.2) (1.2)
------- ------- -------- -------- -------- -------- --------
Operating profit................... 60.9 15.6 82.2 79.0 74.1 73.2 71.3
Net interest expense(8)............ (32.9) (25.7) (20.6) (24.2) (17.4) (11.4) (18.1)
Equity income -- RCI(9)............ 7.9 9.2 6.2 -- 4.8 -- --
Other nonoperating expenses,
net(10)(11)...................... (15.0) (14.6) (12.1) (0.2) (10.5) (4.8) --
------- ------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations before income tax..... 20.9 (15.5) 55.7 54.6 51.0 57.0 53.2
Income tax (expense) benefit(8).... (2.8) 3.0 (25.0) (11.9) (19.2) (22.6) (12.9)
------- ------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations(12)................... $ 18.1 $ (12.5) $ 30.7 $ 42.7 $ 31.8 $ 34.4 $ 40.3
======= ======= ======== ======== ======== ======== ========
Pro forma earnings per share....... $ 0.86 $ 0.81
======== ========
CONSOLIDATED CASH FLOW INFORMATION:
Cash flows provided by (used in)
operating activities............. $ 80.2 $ 82.8 $ 109.1 -- $ 100.4 $ (16.7)(11) --
Cash flows provided by (used in)
investing activities............. (39.5) 118.4 (46.7) -- (48.7) (117.8) --
Cash flows provided by (used in)
financing activities............. (87.9) 14.6 (63.9) -- (67.6) (168.1) --
OTHER DATA:
Depreciation and
amortization(13)................. $ 28.0 $ 35.6 $ 38.5 $ 37.6 $ 28.0 $ 29.2 $ 28.7
Adjusted EBITDA(14)................ 88.9 86.0 120.7 116.6 102.1 102.4 100.0
Capital expenditures(13)........... 64.7 172.1 154.8 -- 118.3 87.4 --
Research and development(6)........ 12.1 15.0 18.0 -- 12.6 10.5 --
Volume(mmsf)(15)
U.S. Fiber Cement.............. 220.0 317.0 416.1 416.1 303.7 423.4 423.4
Gypsum......................... 680.3 862.3 1,554.5 1,554.5 1,153.2 1,409.4 1,409.4
Australia/New Zealand Fiber
Cement(4).................... 347.5 318.4 299.2 299.2 226.4 220.8 220.8
Average sales price per unit (per msf)
U.S. Fiber Cement.............. $ 458 $ 469 $ 435 $ 435 $ 442 $ 419 $ 419
Gypsum......................... 113 120 129 129 129 135 135
Australia/New Zealand Fiber
Cement(4).................... 684 744 643 643 670 544 544
- ----------------------------------
</TABLE>

8
<PAGE> 11

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
----------------------------------- ------------
1996 1997 1998 1998
----------- -------- -------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Net current assets............................ $ 393.2 $ 425.3 $ 354.8 $ 89.0(16)
Total assets.................................. 1,366.1 1,534.0 1,241.7 1,008.5
Long-term debt................................ 416.5 470.2 496.3 347.5
Long-term related party borrowings............ 202.8 202.8 -- --
Shareholders' equity.......................... 460.4 544.8 465.8 337.9(16)
</TABLE>

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

(1) Pro Forma 1998 for the Unaudited Pro Forma Consolidated Statement of Income
for the fiscal year ended March 31, 1998 and the nine months ended December
31, 1998 gives accounting effect to the following transactions: (i) the
transfer of the Transferred Businesses to the Company and the retention of
the Retained Assets and Liabilities by JHIL and its non-transferring
subsidiaries, including any related income and expenses, (ii) the
completion of the Debt Financing, and (iii) certain tax consequences of the
Reorganization. See "Unaudited Pro Forma Consolidated Financial Data." The
Unaudited Pro Forma Consolidated Statement of Income for the fiscal year
ended March 31, 1998 assumes that each of these transactions occurred on
April 1, 1997. The Unaudited Pro Forma Consolidated Statement of Income of
the nine months ended December 31, 1998 assumes that each of these
transactions occurred on April 1, 1998.

(2) In January 1996, the first production line at the Plant City, Florida fiber
cement plant was expanded and a second line was commissioned in March 1996.
During fiscal year 1997, a third production line was commissioned at Plant
City, Florida, a new fiber cement plant was constructed and the first line
commissioned in Cleburne, Texas, and the capacity of the Fontana,
California fiber cement plant was expanded. During fiscal year 1999, a new
fiber cement plant was commissioned in Tacoma, Washington.

(3) The capacity of the Las Vegas, Nevada gypsum plant was expanded in fiscal
year 1996. The Nashville, Arkansas gypsum plant was acquired in fiscal year
1997. The Las Vegas, Nevada gypsum plant and the Seattle, Washington gypsum
plant were further expanded in fiscal year 1998.

(4) Australia/New Zealand Fiber Cement includes all fiber cement produced or
sold worldwide, excluding the United States and the Philippines, and also
includes sales from building systems in New Zealand.

(5) Includes fiber cement sales in the Philippines and window sales in
Australia.

(6) Includes research and development expenses.

(7) Includes (i) for fiscal year 1997, asset write-downs, environmental costs
and employee termination costs of $17.8 million associated with the
restructuring and upgrade of the fiber cement business in Australia, and a
windows goodwill write-off of $21.0 million, (ii) for fiscal year 1998,
$5.1 million of employee termination costs associated with the
restructuring and upgrading of the fiber cement business in Australia, and
(iii) for the nine months ended December 31, 1998, $1.2 million of employee
termination costs associated with the restructuring and upgrading of the
fiber cement business in Australia.

(8) Interest and income tax expenses are the historical interest and income
taxes applicable to JHIL and its subsidiaries prior to the Reorganization.
As a result of the Reorganization, the interest and income tax expenses of
the Company will change. See "Unaudited Pro Forma Consolidated Financial
Data."

(9) Represents equity interest earned on the investment in RCI Corporation
which was sold in fiscal year 1998. See "Unaudited Pro Forma Consolidated
Financial Data."

(10) Consists primarily of losses of $17.9 million, $14.7 million and $12.2
million in fiscal years 1996, 1997 and 1998, respectively, incurred by JHIL
under a transaction entered into with Firmandale Investments Limited
("Firmandale"), which is part of the Retained Assets and Liabilities that
were not transferred to the Company in connection with the Reorganization.
For the nine months ended December 31, 1998, other nonoperating expenses is
comprised of costs associated with the Reorganization amounting to $8.4
million, the provision of $2.5 million against other investments and $6.1
million profit on the sale of one of the Company's portfolio investments.

(11) Includes a $57.3 million cash payment in connection with the settlement of
the Firmandale litigation.

(12) Constitutes net income (loss) before income (loss) from discontinued
operations and gains (losses) on the disposal of discontinued operations.

(13) Information for depreciation and amortization and capital expenditures is
for continuing businesses only.

9
<PAGE> 12

(14) Represents earnings from continuing operations before interest income,
interest expense, income taxes, other nonoperating expenses, net,
depreciation and amortization charges, and certain other property,
goodwill and equipment impairment charges as follows:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31, NINE MONTHS ENDED DECEMBER 31,
----------------------------------- --------------------------------
PRO FORMA PRO FORMA
1996 1997 1998 1998 1997 1998 1998
("ADJUSTED EBITDA") ----- ------ ------ --------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing
operations............. $18.1 $(12.5) $ 30.7 $ 42.7 $ 31.8 $ 34.4 $ 40.3
Income tax expense
(benefit).............. 2.8 (3.0) 25.0 11.9 19.2 22.6 12.9
Net interest expense..... 32.9 25.7 20.6 24.2 17.4 11.4 18.1
Equity income -- RCI..... (7.9) (9.2) (6.2) -- (4.8) -- --
Other nonoperating
expenses, net.......... 15.0 14.6 12.1 0.2 10.5 4.8 --
Depreciation and
amortization........... 28.0 35.6 38.5 37.6 28.0 29.2 28.7
Impairment of property... -- 2.4 -- -- -- -- --
Goodwill write-off....... -- 21.0 -- -- -- -- --
Obsolete equipment
write-down............. -- 11.4 -- -- -- -- --
----- ------ ------ ------ ------ ------ ------
Adjusted EBITDA.......... $88.9 $ 86.0 $120.7 $116.6 $102.1 $102.4 $100.0
===== ====== ====== ====== ====== ====== ======
</TABLE>

Adjusted EBITDA is not a measure of financial performance under U.S.
generally accepted accounting principles ("GAAP") and should not be
considered an alternative to, or more meaningful than, income from
operations, net income or cash flows as defined by GAAP or as a measure of
the Company's profitability or liquidity. All registrants do not calculate
Adjusted EBITDA in the same manner and, accordingly, Adjusted EBITDA may
not be comparable with other registrants. The Company has included
information concerning Adjusted EBITDA herein because it believes that
such data is commonly used by certain investors to evaluate the ability of
a company's earnings from its core business operations to satisfy its
debt, capital expenditure and working capital requirements. To permit
evaluation of this data on a consistent basis from period to period,
EBITDA has been adjusted for noncash charges such as goodwill and asset
impairment charges, as well as nonoperating income and expense items. See
the Consolidated Financial Statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for further
information to assist in identifying and evaluating trends in Adjusted
EBITDA.

(15) Fiber cement volume is measured in 5/16" standard feet and gypsum volume
is measured in surface feet.

(16) On February 5, 1999, the Company and JHIL entered into an agreement to
consolidate and set off certain intercompany payables and receivables as
described in Note 23 to the Consolidated Financial Statements. After the
consolidation and set off, the Company had a net receivable of $9.2
million which has been deducted from shareholders' equity as it is due
from the principal shareholder. The Company intends to effect a non-cash
settlement of this receivable prior to the closing of the Offerings. As a
result of the consolidation and set off, pro forma net current assets and
shareholders' equity at December 31, 1998 were $79.8 million and $328.7
million, respectively.

10
<PAGE> 13

RISK FACTORS

In addition to the other information set forth in this Prospectus,
prospective purchasers of the Common Stock offered hereby should carefully
consider the following factors before making an investment in the Common Stock.
This Prospectus contains forward-looking statements. These forward-looking
statements reflect the Company's views with respect to future events and
financial performance based on assumptions made by and information currently
available to management. Actual results could differ materially from those
projected in the forward-looking statements as a result of many factors,
including the risk factors set forth below. The words "believe," "expect,"
"intend," "estimate," "plan," "anticipate" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

COMPETITION AND PRICING

The markets for the Company's products are highly competitive. Competition
is based largely on price and, to a lesser extent, quality and service. The
Company's fiber cement products compete with other manufacturers' fiber cement
products as well as alternative products manufactured from natural and
engineered wood, vinyl, stucco, masonry and gypsum. Certain of the Company's
competitors may have greater financial and other resources than the Company and,
among other factors, may be less affected by reductions in margins resulting
from price competition. Fiber cement prices in the United States, Australia and
New Zealand have been declining for a number of years due to market entry by new
producers and competition from alternative products, among other reasons.
Because of the maturity of the Australian and New Zealand markets, the Company
believes that prices in those markets may continue to decline and that sales
volumes may not increase significantly or may decline. Historically, increased
sales volumes of the Company's U.S. fiber cement products and improved operating
efficiencies have more than offset the decrease in pricing for such products in
the United States. There can be no assurance, however, that there will not be
any future price decreases or that the Company will be able to offset such
decreases with increased volume or improved operating efficiencies. For example,
unanticipated technical problems could impair the Company's efforts to
commission new equipment aimed at improving operating efficiencies. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Year ended March 31, 1998 compared to Year ended March 31,
1997 -- Australia/New Zealand Fiber Cement Sales."

There is over-capacity in the overall siding market in the United States at
the current time. Some of the Company's competitors have lowered prices of their
fiber cement products to compete for sales and the Company is aware of three
competitors that are planning to, or are currently building or commissioning
fiber cement manufacturing facilities in the United States. The Company's
competitors can be expected to continue to expand their manufacturing
capacities, to improve the design and performance of their products and to
introduce new products with competitive price and performance characteristics.
Increased competition by existing or future competitors could accelerate the
decline of fiber cement prices, as well as require increased investment by the
Company in product development, productivity improvements and customer service
and support in order to compete in its markets.

In addition to being subject to pressure from competitors, prices are often
subject to material changes in response to relatively minor fluctuations in
supply and demand, general economic conditions, less favorable exchange rates
and other market conditions beyond the Company's control. Although gypsum
wallboard prices have increased in the past few years, such prices have
historically been subject to volatility, due primarily to over-capacity in
periods of lower demand. The U.S. gypsum wallboard market is concentrated with
the three largest producers accounting for approximately 75% of industry sales
and is subject to price volatility due to construction cycles and expanding
capacity in the industry. Several of the Company's competitors have announced
plans to add additional gypsum wallboard capacity over the next two years.
Although the Company's strategy is to mitigate declines in gypsum wallboard
prices through lowered costs and increased volumes, there can be no assurance
that future declines in the prices or demand for the products sold by the
Company as a result of competition, over-capacity or other factors will not have
a material adverse effect on the Company's business, results of operations and
financial condition.

11
<PAGE> 14

DEPENDENCE ON CONSTRUCTION MARKETS; SEASONALITY AND CYCLICALITY

Demand for the Company's products depends in large part on residential
construction markets and, to a lesser extent, on commercial construction
markets. The level of activity in residential construction markets depends on
new housing starts and residential remodeling projects, which are a function of
many factors not within the Company's control, including general economic
conditions, mortgage and other interest rates, inflation, unemployment,
demographic trends, gross domestic product growth and consumer confidence in
each of the countries and regions in which the Company operates. Historically,
in periods of economic decline, both new housing starts and residential
remodeling decline. The level of activity in the commercial construction market
depends largely on vacancy rates and general economic conditions. Because
residential and commercial construction markets are sensitive to cyclical
changes in the economy, downturns in the economy or lack of substantial
improvement in the economy of any of the Company's geographic markets could
negatively affect operating results. Because of these and other factors, there
may be substantial fluctuations in the Company's operating results and the
results for any prior period may not be indicative of results for any future
period.

The U.S. Operations are concentrated in various regional and local markets.
A large proportion of the Company's U.S. fiber cement products is sold in three
regions: the Southeast, the Southcentral and the Pacific Northwest. Gypsum
wallboard is also sold by the Company principally in regional markets, although
the Company has the ability to ship wallboard by rail throughout most of the
United States. Regional and local building products markets are highly cyclical,
experiencing peaks and valleys corresponding to regional and local construction
cycles. While the impact on the Company of regional or local downturns may be
mitigated to some degree by the geographic diversification of the Company,
profitability may be significantly affected by such construction cycles. In
addition, demand for building products is seasonal because construction activity
diminishes during the winter season.

In Australia, New Zealand and the Philippines, the Company's products are
sold nationally. Building product markets in these countries are also cyclical
and demand is seasonal because, in Australia and New Zealand, construction
activity diminishes during the summer period of December to February, and in the
Philippines, construction activity diminishes during the wet season from June to
September. The Company's other Asian markets are largely dependent on major
housing projects which in turn depend heavily on general economic conditions.

SUPPLY AND COST OF RAW MATERIALS

The Company's fiber cement and gypsum wallboard businesses may, from time
to time, experience fluctuating prices and supplies of raw materials.

Fiber Cement

Cellulose fiber, silica, cement and water are the principal raw materials
utilized in the production of fiber cement. While cellulose fiber has been
subject to fluctuating prices, all of the raw materials required in the
manufacture of the Company's fiber cement building products are available from a
number of sources and the Company has not experienced any shortages that have
materially affected its operations. There can be no assurance, however, that
price fluctuations or material delays will not occur in the future due to lack
of raw materials or suppliers. The Company's silica and cement supplier
relationships are typically non-exclusive and are generally terminable by either
party on short notice. The loss or deterioration of the Company's relationship
with a major supplier, an increase in demand by third parties for a particular
supplier's products or materials or delays in obtaining materials could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Gypsum

Gypsum rock and gypsum paperboard are the principal raw materials utilized
in the production of gypsum wallboard. The Company's gypsum wallboard
manufacturing facilities located in Nashville, Arkansas and Las Vegas, Nevada
have access to long term reserves of gypsum rock which is mined at or adjacent
to the
12
<PAGE> 15

sites where the plants are located. However, the current sole source of gypsum
rock for the Company's Seattle, Washington gypsum wallboard manufacturing
facility is a gypsum mine located in Santa Rosalia, Mexico. The mine and related
real and personal property are owned by Compania Minera Caopas S.A. de C.V. and
several of its affiliates (collectively, "Caopas"). Caopas is currently
operating under a form of Mexican bankruptcy protection. In addition, the
Company has not been able to verify the status of certain licenses or permits
issued by agencies of the Mexican government and necessary for the operation of
the mine. Therefore, there can be no assurance that shipments from the Caopas
mine will continue. Because the Company's Seattle facility is capable of only
storing approximately a 35-day supply of gypsum rock, any significant
interruption of the supply of gypsum rock would require the Company to shut down
operations at the Seattle facility until an alternative supply of gypsum rock
could be located. There are limited alternative supplies of gypsum rock
available to the northwestern part of the United States and there can be no
assurance that the Company would be able to obtain the necessary supply of
gypsum rock on reasonable terms. As a result, a cessation of shipments from the
Caopas mine and an inability to secure an alternative source of supply on
reasonable terms would have a material adverse effect on the Company's business,
results of operations and financial condition. See "Business -- Raw
Materials -- Gypsum."

The Company entered into a long term contract with Republic Group, Inc. and
its wholly owned subsidiary, Republic Paperboard Company (collectively,
"Republic"), to supply the Company with its requirements for paper at all three
of its gypsum wallboard manufacturing facilities. Republic is scheduled to begin
supplying the Company with paper from a new facility in Lawton, Oklahoma
beginning no later than March 2000. Construction of the Lawton plant began in
July 1998. There can be no assurance, however, that the Republic paper plant
will be completed on schedule or that the Company will be able to obtain
necessary paper supply on reasonable terms. The failure of the Company to obtain
necessary paper supply on reasonable terms would have a material adverse effect
on the Company's business, results of operations and financial condition.

CHANGE IN CONSUMER PREFERENCE

There can be no assurance that the recent growth in demand for the
Company's fiber cement products will be sustained. The continued development of
builder and consumer preference for the Company's fiber cement products over
competitive products will be critical to sustaining and expanding demand for the
Company's products. Therefore, the failure to maintain and increase builder and
consumer acceptance of the Company's fiber cement products would have a material
adverse effect on the Company's growth strategy as well as its business, results
of operations and financial condition.

RELIANCE ON DISTRIBUTORS OF FIBER CEMENT AND GYPSUM PRODUCTS

The distribution channels for the Company's fiber cement products are
concentrated, with the top two U.S. distributors and the top ten U.S.
distributors accounting for approximately 57% and 87%, respectively, of the
Company's total volume of U.S. shipments in fiscal year 1998 and the top ten
distributors in Australia and New Zealand accounting for approximately 55% of
the Company's total volume of Australian and New Zealand shipments in fiscal
year 1998. The distribution channels for the Company's gypsum wallboard products
are also concentrated, with the top twelve distributors accounting for
approximately 54% of the Company's total volume of shipments in fiscal year
1998. If the Company were to lose one or more of these distributors due to
aggressive competitive pricing or otherwise, there can be no assurance that the
Company would be able to replace such distributors. Therefore, the loss of one
or more distributors could have a material adverse effect on the Company's
business, results of operations and financial condition.

ENVIRONMENTAL, LEGAL AND OTHER MATTERS

The Company is subject to U.S. federal, state and local and foreign
environmental protection and health and safety laws and regulations governing,
among other matters, its operations and the use, handling, disposal and
remediation of hazardous substances currently or formerly used by the Company,
JHIL or any of its affiliates. Under certain environmental laws including but
not limited to the United States Comprehensive Environmental Response,
Compensation and Liability Act, the Resource Conservation and Recovery Act, the

13
<PAGE> 16

Occupational Safety and Health Act, the Clean Water Act, the Clean Air Act and
the Clean Air Amendments of 1990, the Safe Drinking Water Act, the Surface
Mining Control and Reclamation Act, the Toxic Substances Control Act, the
California Safe Drinking Water and Toxic Enforcement Act, and all relevant state
and foreign analogs for the above-referenced U.S. federal statutes, the Company
or its subsidiaries could be held jointly and severally responsible for the
remediation of any hazardous substance contamination at its or its predecessors'
past or present facilities and at third party waste disposal sites and could
also be held liable for any consequences arising out of human exposure to such
substances or other environmental damage. There can be no assurance that the
costs of complying with environmental and health and safety laws relating to its
operations, or the liabilities arising from past or future releases of, or
exposure to, hazardous substances or from product liability matters, will not
result in future expenditures by the Company that could have a material adverse
effect on the Company's business, results of operations and financial condition.
In addition, the Company may, from time to time, be involved in various legal
proceedings. See "Business -- Legal Proceedings."

DESIGN DEFECTS, WARRANTY CLAIMS AND PRODUCT LIABILITY

The Company's business is based on sales of certain manufactured products,
with an emphasis on fiber cement products. Although the Company has marketed and
sold fiber cement products since the early 1980s, such products have not been
manufactured, sold and used on a widespread, long-term basis compared to
traditional competing products such as solid wood, brick, stucco and gypsum
wallboard. As a result, there can be no assurance that fiber cement products
will perform in accordance with the Company's expectations or that there are no
serious design defects in such products. Because sales of fiber cement products
are expected to constitute a substantial portion of the Company's revenues, if
the Company's fiber cement technology fails to perform as expected or a product
is discovered to have design defects, such failure or defects and any resulting
publicity could have a material adverse effect on the Company's business,
results of operations and financial condition.

The Company offers varying warranties on its products, including a 50-year
limited warranty on certain of its fiber cement siding products in the United
States. Therefore, the existence of defects in any of the Company's products
could subject the Company to significant warranty claims. Although the Company
maintains reserves for such claims that it believes to be adequate, there can be
no assurance that warranty expense levels will not exceed the Company's
reserves. A large number of warranty claims resulting from unforeseen defects
and exceeding the Company's warranty reserves could have a material adverse
effect on the Company's business, results of operations and financial condition.

The actual or alleged existence of defects in any of the Company's products
could also subject the Company to significant product liability claims. Although
the Company has in place product liability insurance coverage that it believes
to be adequate and intends to maintain insurance coverage in the future, there
can be no assurance that such coverage will be sufficient to cover all future
product liability claims or that insurance coverage will be available at
reasonable rates in the future. Successful assertion against the Company of one
or more claims exceeding the Company's insurance coverage could have a material
adverse effect on the Company's business, results of operations and financial
condition.

RISKS OF INTERNATIONAL BUSINESS

The Company operates globally with approximately 54% of its net sales for
fiscal year 1998 and 42% of its net sales for the nine months ended December 31,
1998 originating from product sales outside of the United States. Because the
Company manufactures and sells its products internationally, its activities are
subject to certain political, economic and other uncertainties including, among
other factors, changing political and economic conditions, changing laws and
policies affecting trade, investment and taxation and the general hazards
associated with the assertion of sovereignty over certain areas in which the
Company conducts its business. Additionally, various jurisdictions have laws
limiting the right and ability of subsidiaries and joint ventures to pay
dividends and remit earnings to affiliated companies, unless specified
conditions are met.

14
<PAGE> 17

Although the Company seeks to take applicable laws, regulations and
conditions into account in structuring its business on a global basis, changes
in, or failure to comply with, the laws, regulations, policies or conditions of
any jurisdiction in which the Company conducts its business could result in,
among other consequences, the loss of the Company's assets in such jurisdiction,
the elimination of certain rights that are critical to the operation of the
Company's business in such jurisdiction, the imposition of additional taxes or
other costs or a decrease in revenues. Therefore, any change in laws,
regulations, policies or conditions of a jurisdiction could have a material
adverse effect on the Company's business, results of operations and financial
condition.

RECENT VOLATILITY IN ASIAN ECONOMIES AND FINANCIAL AND CURRENCY MARKETS

During fiscal year 1998 and for the nine months ended December 31, 1998,
approximately 3% and 2%, respectively, of the Company's revenue was generated
from product sales in Asia and the Company views continued expansion in Asia as
a potential opportunity for future growth. Continued volatility in the Asian
economies and financial and currency markets may have a material adverse effect
on the Company's expansion plans and an ongoing adverse impact on current
operations in this region. In the event of a prolonged economic crisis, the
construction industry in which the Company operates could be disproportionately
affected. As a result, the Company does not currently have any plans to
establish manufacturing facilities in Asia other than in the Philippines where a
plant was recently commissioned. The Company continues to evaluate opportunities
in the region, however, and remains of the view at this time that Asia offers
growth prospects for the Company's products in the long-term.

The recent economic volatility in Asia has also had a negative effect on
the Australian and New Zealand economies in general and the Company has begun to
recognize these effects on its operations. For example, until the Philippines
manufacturing facility was commissioned in December 1998, the Company was
supplying that market by exporting products manufactured in Australia and New
Zealand. For the nine months ended December 31, 1998, sales of fiber cement
products in the Philippines declined by 37% in local currency terms from the
same period in the previous year. This decline is due to the sharp contraction
of the Philippines building and construction market which is likely a result of
Asian economic conditions and a decline in average selling prices as a result of
increased competition. Continued contraction in this market will result in
potentially lower than expected capacity utilization for the new Philippines
manufacturing facility. In addition, there can be no assurance that exports to
other Asian markets will not continue to decline. Currency devaluation in Asian
countries has resulted and may continue to result in increased sales of lower
priced imports by certain of the Company's competitors in Australia and New
Zealand and decreased levels of exports by the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The Company's Building Systems business has also been negatively impacted
by the Asian economic crisis and lower prices for natural resources generally.
Activity in the Australian mining and resources industry, a market serviced by
the Building Systems business, has declined due to concerns about falling demand
from Asia for minerals and other natural resources and a general decrease in
commodity prices which has deterred investment in Australian mining and resource
projects. The continuation of limited activity in this industry could have a
material adverse effect on the results of operations and financial condition of
the Building Systems business.

FOREIGN EXCHANGE RISKS

As the Company's functional currency is the U.S. dollar, its non-U.S.
operations face the additional risks of fluctuating currency values and exchange
rates. Such operations may also face hard currency shortages and controls on
currency exchange. Approximately 54% and 42% of the Company's revenues in fiscal
year 1998 and for the nine months ended December 31, 1998, respectively, were
derived from sales outside the United States. Consequently, changes in the value
of foreign currencies (principally Australian dollars, New Zealand dollars and
Philippine pesos) could significantly affect the Company's business, results of
operations and financial condition. The Company generally attempts to mitigate
foreign exchange risk by (1) entering into contracts providing for payment in
U.S. dollars instead of the local currency where possible, (2) matching

15
<PAGE> 18

anticipated non-U.S. currency receipts with disbursements and (3) hedging
through forward exchange contracts. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview." There can be no
assurance that the Company will be successful in these mitigation strategies, or
that fluctuations in foreign currencies and other foreign exchange risks would
not have a material adverse effect on the Company's business, financial
condition and results of operations.

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the Common
Stock. There can be no assurance that an active public market for the Common
Stock will develop or, if such market develops, that it will continue. The
initial public offering price of the Common Stock will be determined through
negotiations among JHIL, the U.S. Managing Underwriter and the International
Managing Underwriter, and may not be indicative of the market price for the
Common Stock after consummation of the Offerings. The stock market in general
and the stock prices of new public companies in particular have experienced
extreme price fluctuations, sometimes without regard to the operating
performance of the particular companies. Factors such as quarterly variations in
actual or anticipated operating results, changes in or failure to meet earnings
estimates by analysts, market conditions in the industry, regulatory actions and
general political and economic conditions may have a significant effect on the
market price of the Common Stock. Following periods of volatility in the market
price of a company's securities, securities class action litigation has often
resulted. There can be no assurance that such litigation will not occur in the
future with respect to the Company. Such litigation could result in substantial
costs and a significant diversion of management's attention and resources, which
could have a material adverse effect on the Company's business, financial
condition and results of operations.

CONTROL BY JHIL

The entire net proceeds of the Offerings will ultimately be received by
JHIL. See "Use of Proceeds." Following consummation of the Offerings, JHIL will
beneficially own approximately 85% of the outstanding shares of Common Stock (or
approximately 83% of the outstanding shares of Common Stock if the U.S.
Underwriters' over-allotment option is exercised in full). As a result, JHIL
will have the ability to nominate and elect all of the directors of the Company
(although JHIL currently intends to utilize its voting power such that at least
two of the members of each of the Company's Board of Directors and Supervisory
Board, as such terms are defined herein, are independent of the Company and
JHIL). In addition, JHIL will have the ability to determine the outcome of all
other matters submitted to a vote of the Company's shareholders (without the
consent of the Company's other shareholders), will have the ability to prevent a
change of control of the Company and could cause the Company to take other
actions that might be favorable to JHIL at the expense of minority shareholders
(subject to certain requirements of reasonableness and fairness which apply
under Dutch law). Control by JHIL may prevent or discourage certain types of
transactions involving an actual or potential change of control of the Company.

The relationship between the Company and JHIL may give rise to conflicts of
interest between the two companies with respect to, among other matters, the
issuance of additional shares of the Company's securities or the declaration and
payment of dividends by the Company. Conflicts of interest also may arise in
connection with certain current or future agreements or transactions between the
Company and JHIL or JHIL's affiliates. See "Certain Relationships and Related
Transactions." Although the Company intends that the terms of any future
agreements or transactions between the Company and JHIL or JHIL's affiliates
will be at least as favorable to the Company as could be obtained from third
parties, there can be no assurance that this will be the case. The Company
intends to adopt conflict of interest policies governing any such future
transactions that are material to the Company and are not in the ordinary course
of business. Under these policies, such transactions would require the review
and approval of a majority of the Company's directors independent of the Company
and JHIL.

Subsequent to the Offerings, Dr. Keith Barton, President, Chief Executive
Officer and Chairman of the Company's Board of Directors and the Managing Board,
will continue to serve as Managing Director of JHIL. In addition, Mr. Phillip
Morley, Chief Financial Officer and a member of the Company's Board of Directors

16
<PAGE> 19

and the Managing Board, will continue to serve as Chief Financial Officer of
JHIL. Several of the Company's other directors and executive officers will also
continue in their current capacities with JHIL. While JHIL will reimburse the
Company for the allocated portion of the salary and benefits of such officers
(except Dr. Barton who will be compensated directly by JHIL for his duties as a
director and officer of JHIL), these dual responsibilities may create or appear
to create potential conflicts of interest. Material matters that are the subject
of potential or actual conflicts of interest must be approved by a majority of
the Company's directors independent of the Company and JHIL. See
"Management -- Compensation of Directors and Officers."

In connection with the Offerings, the Company and JHIL are entering into an
agreement providing certain rights in favor of JHIL including (i) the right to
require the Company to register for public offering the Common Stock offered
hereby as well as all or a portion of the Common Stock held by JHIL following
consummation of the Offerings, and (ii) certain indemnification rights with
respect to the offering or sale of securities of the Company (including, without
limitation, liabilities under the federal securities laws in connection with the
Offerings). See "Certain Relationships and Related Transactions" and "The
Reorganization."

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offerings, JHIL will beneficially own 42,500,000
shares or approximately 85% (41,375,000 shares, or approximately 83%, if the
U.S. Underwriters exercise their over-allotment option in full) of the
outstanding shares of Common Stock of the Company. No prediction can be made as
to the effect, if any, that future sales of Common Stock, or the availability of
Common Stock for future sale, will have on the market price of the Common Stock
prevailing from time to time. Sales of substantial amounts of Common Stock or
the perception that sales may occur could adversely affect prevailing market
prices for the Common Stock. The Company and JHIL have agreed, subject to
certain limited exceptions, not to sell, offer or agree to sell, contract to
sell, grant any option to sell or otherwise dispose of, directly or indirectly,
any shares of Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock or any warrants or other rights to purchase Common
Stock (or any other securities of the Company that are substantially similar to
Common Stock) or permit the registration under the Securities Act of 1933, as
amended (the "Securities Act") of any shares of Common Stock for a period of 180
days after the date of this Prospectus, without the prior written consent of
Warburg Dillon Read LLC. The Company understands that any such consent will be
granted based on Warburg Dillon Read LLC's evaluation of the effect of such sale
on the market price of the Common Stock. Following such time period, the shares
of Common Stock owned by JHIL may be sold (i) in accordance with Rule 144
promulgated under the Securities Act, (ii) in private offerings or (iii) upon
registration under the Securities Act without regard to the volume limitations
and other restrictions of Rule 144. The Company and JHIL have entered into an
agreement that provides JHIL with certain rights to have the shares of Common
Stock owned by it after the Offerings registered by the Company under the
Securities Act in order to permit the public sale of such shares. See "Certain
Relationships and Related Transactions." Although the Board of Directors of JHIL
has informed the Company that it intends to consider a selldown of the shares of
Common Stock held by it after the Offerings or a distribution of such shares to
JHIL shareholders within 12 to 24 months, the timing and precise mechanisms of
such a selldown or distribution would depend on market conditions and other
relevant considerations. See "Shares Eligible for Future Sale." In addition,
JHIL is retaining certain liabilities including liabilities in connection with
the Reorganization. See "The Reorganization." In the event that JHIL is unable
to satisfy those liabilities with cash reserves or other resources (a situation
which JHIL has informed the Company that it does not currently expect), it is
possible that JHIL would be required to sell some or all of its remaining assets
which will consist primarily of the Common Stock. In addition, JHIL has pledged
certain of its shares of the Common Stock pursuant to an AUD 75 million loan
facility. In the event that such facility is drawn and JHIL defaults under the
terms of the facility, the bank will have the authority to sell such shares. See
"Shares Eligible for Future Sale." The sale of a substantial amount of the
Common Stock could have a material adverse effect on the price of the Common
Stock.

17
<PAGE> 20

DILUTION

The initial public offering price per share of Common Stock exceeds the net
tangible book value per share of Common Stock. Accordingly, purchasers of the
Common Stock offered hereby will incur immediate and substantial dilution. See
"Dilution."

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Articles of Association contain several provisions that could
have the effect of delaying or preventing a change of control of the Company in
a transaction not approved by the Company's Board of Directors. Accordingly,
shareholders of the Company could be prevented from realizing a premium on their
shares in a transaction not approved by the Company's Board of Directors. See
"Description of Capital Stock."

POTENTIAL DIFFICULTIES IN PROTECTING SHAREHOLDER RIGHTS AND ENFORCING CIVIL
LIABILITIES

The Company's corporate affairs are governed by its Articles of Association
and Dutch law. Under the Company's Articles of Association, adoption of the
Company's annual accounts by the shareholders discharges the directors from
liability in respect of the exercise of their duties during the fiscal year
concerned, unless an explicit reservation is made by the shareholders and
subject to certain exceptions provided under Dutch law including exceptions
relating to the liability of directors upon bankruptcy of a company and general
principles of reasonableness and fairness. Under Dutch law, this discharge does
not extend to matters not disclosed to shareholders. See "Description of Capital
Stock."

James Hardie is incorporated under the laws of The Netherlands and a
substantial portion of the assets of the Company are located outside the United
States. In addition, the Selling Shareholder, JHIL, certain of the directors and
executive officers of the Company and certain of the experts named herein are
residents of jurisdictions outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon such persons, or to enforce outside the United States judgments obtained
against such persons in U.S. courts, or to enforce in U.S. courts judgments
obtained against such persons in courts in jurisdictions outside the United
States, including actions predicated upon the civil liability provisions of the
U.S. securities laws. In addition, it may be difficult for investors to enforce,
in original actions brought in courts in jurisdictions located outside the
United States, rights predicated upon the U.S. securities laws. See "Enforcement
of Civil Liabilities."

The rights of shareholders and the responsibilities of directors under the
laws of The Netherlands are not as clearly established as under statutes or
judicial precedent in existence in certain U.S. jurisdictions. Therefore, the
public shareholders of the Company may have more difficulty in protecting their
interests in the face of actions by the management, directors or controlling
shareholders of the Company than they would as shareholders of a corporation
incorporated in the United States.

MATTERS RELATED TO COMPANIES INCORPORATED IN THE NETHERLANDS

As a Netherlands "naamloze vennootschap" ("N.V."), the Company will be
subject to certain requirements not generally applicable to corporations
organized in U.S. jurisdictions. Among other matters, the issuance of shares by
an N.V. must be approved by the shareholders, except to the extent the authority
to issue shares or to grant options to purchase shares has been delegated by the
shareholders to another corporate body. Prior to the consummation of the
Offerings, the Selling Shareholder and another subsidiary of JHIL will
irrevocably delegate to the Board of Directors, for a period of five years from
the date of such delegation, the authority to issue such additional authorized
but unissued shares of Common Stock and Preferred Stock (as defined herein) as
the Board of Directors shall determine.

In addition, the issuance of shares of Common Stock is generally subject to
pro rata shareholder preemptive rights, except to the extent that such
preemptive rights have been excluded or limited with respect to such issuance by
an action of the shareholders or by a corporate body empowered to do so by the
shareholders. Shareholders do not have preemptive rights with respect to shares
of Common Stock issued for

18
<PAGE> 21

consideration other than cash or shares of Common Stock issued to employees of
the Company or related companies. Prior to the consummation of the Offerings,
the Selling Shareholder and another subsidiary of JHIL will irrevocably delegate
to the Board of Directors, for a period of five years from the date of such
delegation, the authority to limit or exclude shareholder preemptive rights with
respect to any issuances of shares of Common Stock during such period.

Under the laws of The Netherlands, the delegations described above can only
be granted for a maximum period of five years and, thus, such delegations
(unless renewed) will expire approximately five years from the date of this
Prospectus. If renewals are not approved by the shareholders, then the
requirement to obtain shareholder approval prior to the future issuance of
shares and the existence of preemptive rights may adversely affect the Company's
ability to raise additional capital, complete future financings and offerings
and issue shares for acquisitions.

RISKS OF REORGANIZATION

As part of the Reorganization, several members of the Company's senior
management are relocating from Australia to the United States. This relocation
may be disruptive to the Company's business and operations and may result in,
either immediately or over time, the loss of certain employees who choose not to
work for a foreign-managed company. In addition, several of the Company's
executive officers, including Dr. Barton and Messrs. Morley, Cameron, Baxter,
Bridges and Shafron, will continue to be executive officers of JHIL. The Company
anticipates that such officers' duties to JHIL will occupy some portion of their
time. The dual responsibilities of the Company's executive officers may
interfere with their responsibilities to the Company and give rise to conflicts
of interest. Dr. Barton's employment agreements with the Company and JHIL each
expire on October 31, 1999 and Dr. Barton has informed the Company that it is
his current intention to retire at that time.

LABOR RELATIONS

Approximately one-half of the Company's employees in Australia and New
Zealand and a quarter of the Company's employees in the United States are
currently represented by labor unions. The Company's unionized employees are
covered by two collective bargaining agreements in the United States and a range
of federal and state-based agreements in Australia. The Company's two U.S.
collective bargaining agreements were renewed in 1996 and will expire in April
1999 and September 2000. The Company's Australian agreements will expire at
various times in 1999 and 2000. Renewal negotiations, among other issues
relating to the Company's labor agreements, could result in strikes or work
interruptions. Although the Company has not recently experienced any strikes or
work interruptions in the United States, it has, in the past three years,
experienced occasional strikes and work interruptions lasting from one to six
days in Australia. In the event the Company experiences a prolonged labor
dispute at any of its facilities, any strikes or work interruptions associated
with such dispute could have a material adverse effect on the Company's
business, results of operations and financial condition. See
"Business -- Employees."

TAX RISKS ON INTERCOMPANY INTEREST AND DIVIDEND PAYMENTS

Interest and dividend payments from the Company's U.S. operating subsidiary
will be subject to a 30% U.S. withholding tax unless the U.S.-Netherlands Income
Tax Treaty (the "US-NL Treaty") applies. The US-NL Treaty applies in any taxable
year only if, among other conditions of eligibility for benefits which the
Company expects to satisfy, the aggregate number of shares of the Common Stock
traded on the applicable stock exchange during the previous taxable year is at
least 6% of the average number of shares of Common Stock outstanding during that
taxable year. Although the Company expects to satisfy this test for the fiscal
year ending on March 31, 2000 and beyond and meet the other requirements for
eligibility, the number of shares of Common Stock that is traded is beyond the
direct control of the Company and therefore there can be no assurance in this
regard. In addition, the tax benefits arising from the intercompany debt
arrangements (which are estimated in the unaudited pro forma consolidated
statements of income) could be adversely affected in the future by changes in
the current tax laws, regulations and interpretations thereof in the United
States and The Netherlands, including changes that could have retroactive
effect. In this regard, the European

19
<PAGE> 22

Commission has indicated that it will be reviewing tax legislation of its member
countries, including The Netherlands, to determine whether any tax legislation
constitutes unpermitted government aid. In the event that the European
Commission were to determine that the Financial Risk Reserve Regime violates
European Union rules prohibiting government aid to companies or if the European
Commission were to determine that the Financial Risk Reserve Regime should be
amended or abolished in the future pursuant to attempts to eliminate unfair tax
competition within the European Union, then the tax benefits associated with the
existing intercompany debt arrangements could be materially and adversely
affected.

TAX RISK TO SHAREHOLDERS RESULTING FROM CHANGES IN THE COMPANY'S TAX
CLASSIFICATION OR IN APPLICABLE TAX LAW

Shareholders could be subject to adverse U.S. federal income tax
consequences if, contrary to the Company's current expectations, the Company
were to be classified as a "passive foreign investment company" or as a "foreign
personal holding company" for U.S. federal income tax purposes. See "Taxation --
United States Taxation -- Passive Foreign Investment Company Status" and
"-- Foreign Personal Holding Company Status." In addition, shareholders could be
adversely affected by changes in the current tax laws, regulations and
interpretations thereof in the United States and The Netherlands, including
changes that could have retroactive effect. See "Taxation."

20
<PAGE> 23

THE REORGANIZATION

JHIL commenced operations in Australia in 1888, was incorporated in 1920
and has been listed on the Australian Stock Exchange Limited since 1951. Over
the last three years, JHIL has significantly reshaped its business through a
series of divestitures of non-core businesses, the proceeds of which were used
in part to fund the expansion of its U.S. fiber cement and gypsum wallboard
businesses. As a result of the increasing significance of the U.S. Operations,
which comprised 72.4% of total operating profits in fiscal year 1998 and 87.6%
of total operating profits for the nine months ended December 31, 1998 (before
expenses in connection with the Sydney-based research and development center and
certain general corporate costs which benefit all segments), JHIL announced the
Reorganization. The Reorganization, which (with the exception of the Offerings
and the relocation of certain senior executives and managers) was consummated in
November 1998, is intended to address the structural imbalance and resulting
operational, financial and commercial issues that previously existed as a result
of the predominance of JHIL's U.S. operations and the location of corporate
management and JHIL's shareholder base in Australia. The primary components of
the Reorganization are:

- The formation of James Hardie, a wholly owned indirect subsidiary of
JHIL, which was incorporated in The Netherlands in August 1998;

- The transfer to the Company, effective November 1, 1998, pursuant to the
Purchase Agreements, of the Transferred Businesses (consisting of JHIL's
international fiber cement businesses, its U.S. gypsum wallboard
business, its Australian and New Zealand building systems business and
its Australian windows business) and the retention by JHIL and its
non-transferring subsidiaries of the Retained Assets and Liabilities;

- The Debt Financing (consisting of the issuance of the Notes and the
arrangement of a new Bank Facility) on November 4, 1998;

- The relocation of certain senior executives and managers to the Company's
U.S. operational headquarters; and

- The sale by the Selling Shareholder, through the Offerings, of
approximately 15% of the outstanding shares of Common Stock of James
Hardie.

ACQUISITION OF THE TRANSFERRED BUSINESSES

The Company and JHIL entered into the Purchase Agreements pursuant to which
the Company acquired the Transferred Businesses from JHIL and its
non-transferring subsidiaries. The Transferred Businesses were acquired by James
Hardie in consideration of 100% of its outstanding Common Stock and $349.1
million, which was paid from the proceeds of the sale of the Notes and
borrowings under the term loan that is part of the Debt Financing. The $349.1
million payment represented the settlement of intercompany indebtedness of
subsidiaries of JHIL acquired by the Company in connection with the
Reorganization. In addition to the Retained Assets and Liabilities, JHIL and its
non-transferring subsidiaries also retained existing and potential liabilities
in relation to the manufacture prior to 1987 of products containing asbestos. As
part of the Retained Assets and Liabilities, JHIL and its non-transferring
subsidiaries retained the ownership of the manufacturing sites in Australia and
New Zealand on which asbestos products were manufactured prior to 1987. The
Company will lease and continue to manufacture from these sites. As part of the
Purchase Agreements, JHIL and certain of its non-transferring subsidiaries
agreed to indemnify the Company for certain liabilities in relation to the
operation of the Transferred Businesses prior to the Reorganization, including
all asbestos-related liabilities and environmental liabilities relating to these
sites. See "Certain Relationships and Related Transactions -- Purchase
Agreements."

DEBT FINANCING

On November 4, 1998, the Finance Subsidiary (a financing subsidiary of the
Company incorporated under the laws of The Netherlands) completed the sale of
the Notes and arranged the new Bank Facility for a wholly owned Australian
subsidiary of the Company. The Finance Subsidiary issued the Notes, which
consist of $225 million aggregate principal amount of senior unsecured Notes
with a mix of maturities ranging from 6 to 15 years with a ten-year average
maturity and a maximum of $63 million maturing in any one year, to

21
<PAGE> 24

certain identified U.S. institutional investors. In addition, the Finance
Subsidiary arranged the Bank Facility, which consists of an Australian dollar
denominated term loan of AUD 200 million ($124.1 million based on the exchange
rate on November 4, 1998) with a term of three years, which is currently fully
drawn, and a U.S. dollar denominated revolving credit facility of $77.5 million,
which will principally be used by the Company for working capital purposes and
under which the Company had borrowings of $25 million as of February 1, 1999.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." The amount borrowed under the
revolving credit facility was used to fund a working capital shortfall on the
date such amount was borrowed. The Bank Facility is unsecured. The Notes and
indebtedness incurred under the Bank Facility by the Company's subsidiaries are
unconditionally guaranteed by James Hardie on an unsecured basis.

THE OFFERINGS

Shareholder Approval of the Offerings was obtained at an extraordinary
general meeting of JHIL's shareholders held on October 16, 1998, in Sydney,
Australia. JHIL has informed the Company that it intends to consider a further
selldown of its interest in the Company or a distribution of its interest to
JHIL shareholders within 12 to 24 months. However, the timing and precise
mechanisms of such a selldown or distribution will depend on market conditions
and other relevant considerations.

22
<PAGE> 25

USE OF PROCEEDS

The Company will not receive any of the net proceeds from the sale of
shares of Common Stock offered hereby, all of which will be received by the
Selling Shareholder. Such proceeds will be consolidated with JHIL's existing
cash deposits and other cash resulting from the Reorganization and will be used,
in part, to retire JHIL's retained indebtedness. To the extent that JHIL has
cash surplus to its ongoing requirements after the retirement of indebtedness,
such cash will be used to fund a return of capital to JHIL's shareholders.

DIVIDEND POLICY

The Company currently anticipates that most, if not all, of any future
earnings will be reinvested in its business for the foreseeable future. Any
determination to pay cash dividends in the future will be at the discretion of
the Board of Directors, subject to the Articles of Association, Dutch law, the
rights of the holders of preferred stock, if any, and contractual restrictions,
and after taking into account various factors, including the Company's financial
condition, results of operations, outstanding indebtedness, current and
anticipated cash needs, plans for expansion as well as commercial restrictions
and other factors.

James Hardie is a holding company that derives all of its cash flow from
its subsidiaries. Consequently, James Hardie's ability to pay dividends is also
dependent on the earnings of its subsidiaries and the receipt by James Hardie of
distributions or advances from such subsidiaries. The ability of certain
subsidiaries to make such payments to James Hardie may be subject to statutory
and other restrictions as well as withholding taxes. In addition the Bank
Facility limits, and any other future credit arrangements which the Company may
enter into may limit, the ability to pay dividends. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "The Reorganization."

James Hardie's Articles of Association provide that future cash dividends,
if any, will be declared in U.S. dollars, unless the Board of Directors
determines otherwise. See "Description of Capital Stock -- Dividends."

There are no legislative or other legal provisions currently enforced in
The Netherlands or arising under James Hardie's Articles of Association
restricting the payment of dividends to holders of the shares of Common Stock
not resident in The Netherlands, except for regulations in compliance with
United Nations and European Union sanctions. Insofar as the law of The
Netherlands is concerned, cash dividends paid in any currency may be transferred
from The Netherlands and converted into any other convertible currency.
Dividends payable by James Hardie are subject to a Dutch withholding tax at the
current rate of 25%. The withholding tax on dividends paid to holders of the
shares of Common Stock who are not residents of The Netherlands may be reduced
by virtue of an applicable income tax convention in effect between The
Netherlands and the country of residence of the recipient of dividends. See
"Taxation -- Netherlands Taxes."

If James Hardie declares dividends in its first fiscal year after the
Offerings in excess of its current earnings and profits for such year, the
excess of the dividends paid over such earnings and profits will be treated for
U.S. federal income tax purposes as a return of capital to the extent of the
shareholder's basis in the shares, and a capital gain to the extent of any
amount of such excess distributed to the shareholder in excess of such basis.

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<PAGE> 26

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1998. This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements and related notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------
ACTUAL PRO FORMA
----------- -----------
(UNAUDITED) (UNAUDITED)
(DOLLARS IN MILLIONS)
<S> <C> <C>
Cash and cash equivalents................................... $ 33.5 $ 33.5
======== =======
Short-term debt and current portion of long-term debt:
Short-term debt facility.................................. 25.0 25.0
Current portion of long-term debt......................... -- --
Payable to JHIL(1)........................................ 146.9 --
-------- -------
Total............................................. 171.9 25.0
======== =======
Long-term debt:
U.S. $ unsecured notes.................................... 225.0 225.0
AUD term loan facility.................................... 122.5 122.5
-------- -------
Total............................................. 347.5 347.5
-------- -------
Shareholder's equity:
Common stock, 150,000,000 shares authorized,
50,000,000 NLG 0.02 par value shares
issued and outstanding(2).............................. 0.6 0.6
Contributed surplus....................................... 448.8 448.8
Retained earnings......................................... 8.6 8.6
Accumulated other comprehensive (loss).................... (120.1) (120.1)
Receivable from JHIL...................................... -- (9.2)
-------- -------
Total shareholders' equity(1).......................... 337.9 328.7
-------- -------
Total capitalization.............................. $ 685.4 $ 676.2
======== =======
</TABLE>

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

(1) Reflects the pro forma adjustments for the consolidation and set-off of
receivables from JHIL and payables to JHIL that are described in Note 23 to
the Consolidated Financial Statements. After the consolidation and set-off,
the Company has a receivable from JHIL of $9.2 million. The Company intends
to effect a non-cash settlement of this receivable prior to the close of the
Offerings. Such settlement will have no impact on the total pro forma
shareholders' equity of $328.7 million.

(2) Excludes 5,000,000 shares of Common Stock reserved for issuance under the
Company's Equity Incentive Plan, under which options to purchase up to a
maximum of 2,000,000 shares are expected to be granted upon consummation of
the Offerings. See "Management -- Compensation of Directors and Officers"
and "Management -- 1999 Equity Incentive Plan." Also excludes up to 30,000
restricted shares of Common Stock to be issued to members of the Supervisory
Board upon consummation of the Offerings and 110,000 shares of Common Stock
reserved for issuance under the Company's Directors Deferred Compensation
Plan. See "Management -- Compensation of Directors and Officers."

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<PAGE> 27

DILUTION

The Company's unaudited pro forma net tangible book value of assets as of
December 31, 1998 was $285.6 million, or $5.71 per share of Common Stock. New
investors purchasing shares of Common Stock in the Offerings will experience
immediate dilution of $10.79 per share, which is equal to the difference between
the assumed initial public offering price of $16.50 (the mid-point of the range
set forth on the cover page of this Prospectus) and such pro forma net tangible
book value per share of Common Stock of $5.71.

The following table illustrates the calculation of the per share dilution
described above.

<TABLE>
<S> <C> <C>
Initial public offering price per share(1).................. $ 16.50
Pro forma net tangible book value per share............ $ 5.71
Increase per share attributable to new investors(2).... $ --
Pro forma net tangible book value per share after the
Offerings................................................. $ 5.71
-------
Dilution per share to new investors(3)...................... $ 10.79
=======
</TABLE>

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

(1) Before deduction of underwriting discounts and commissions and estimated
expenses of the Offerings.

(2) The Company will not receive any proceeds from the sale of the shares of
Common Stock in the Offerings.

(3) Excludes 5,000,000 shares of Common Stock reserved for issuance under the
Company's Equity Incentive Plan, under which options to purchase up to a
maximum of 2,000,000 shares are expected to be granted upon consummation of
the Offerings. See "Management -- Compensation of Directors and Officers"
and "Management -- 1999 Equity Incentive Plan." Also excludes up to 30,000
restricted shares of Common Stock to be issued to members of the Supervisory
Board upon consummation of the Offerings and 110,000 shares of Common Stock
reserved for issuance under the Company's Directors Deferred Compensation
Plan. See "Management -- Compensation of Directors and Officers."

25
<PAGE> 28

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated statements of income for the
year ended March 31, 1998 and the nine months ended December 31, 1998
(collectively, the "Pro Forma Statements") reflect adjustments to the audited
Consolidated Statement of Income and the unaudited Consolidated Statement of
Income, respectively, of the Company (which, prior to the Reorganization
effective November 1, 1998, included income and expenses arising from both the
assets and liabilities of the Transferred Businesses and the Retained Assets and
Liabilities) appearing elsewhere in this Prospectus to give accounting impact to
certain transactions that occurred in connection with the Reorganization. The
pro forma adjustments to each Pro Forma Statement are described in the
accompanying footnotes to the Pro Forma Statements. The pro forma adjustments
are based on available information and certain assumptions management believes
are reasonable.

The unaudited pro forma consolidated statement of income for the fiscal
year ended March 31, 1998 and the nine months ended December 31, 1998 give
accounting effect to the following transactions: (1) the transfer of the
Transferred Businesses to the Company and the retention of the Retained Assets
and Liabilities by JHIL, including any related income and expenses, (2) the
completion of the Debt Financing, and (3) certain tax consequences of the
Reorganization. The unaudited pro forma consolidated statement of income for the
fiscal year ended March 31, 1998 assumes that each of these transactions
occurred on April 1, 1997. The unaudited pro forma consolidated statement of
income of the nine months ended December 31, 1998 assumes that each of these
transactions occurred on April 1, 1998.

The contribution of the Transferred Businesses to the Company pursuant to
the Reorganization was recorded by the Company at the carry-over historical cost
basis because the Company and the Transferred Businesses were under the common
control of JHIL. The Company recorded the recapitalization of shareholders'
equity and, in addition, the financial adjustments required to eliminate the
Retained Assets and Liabilities were recorded as a deemed transfer to JHIL.

The Pro Forma Statements should be read in conjunction with the
Consolidated Financial Statements of the Company and the related notes thereto,
and other financial information pertaining to the Company included elsewhere in
this Prospectus.

The Pro Forma Statements are for informational purposes only and should not
be construed to be indicative of the Company's consolidated financial position
or results of operations had the transactions been consummated on the dates
assumed and do not project the Company's consolidated financial position or
results of operations for any future date or period.

26
<PAGE> 29

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31, 1998
-----------------------------------------------------------------------------
PRO FORMA ADJUSTMENTS PRO FORMA PRO FORMA PRO FORMA
--------------------- WITHOUT ADJUSTMENT WITH
THE JHIL DEBT INTERCOMPANY INTERCOMPANY INTERCOMPANY
COMPANY RETAINED FINANCING TAX BENEFIT TAX BENEFIT TAX BENEFIT
------- -------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net sales..................... $ 822.3 -- -- $ 822.3 -- $ 822.3
Cost of goods sold............ (592.3) $ (3.2)(1) -- (595.5) -- (595.5)
------- ------- -------
Gross profit.................. 230.0 226.8 226.8
Selling, general and
administrative expenses..... (142.7) -- -- (142.7) -- (142.7)(2)
Restructuring and other
operating expenses.......... (5.1) -- -- (5.1) -- (5.1)
------- ------- -------
Operating profit.............. 82.2 79.0 79.0
Interest expense.............. (37.6) 37.6(3) $(24.2)(4) (24.2) -- (24.2)
Interest expense -- related
parties..................... (11.3) 11.3(3) -- -- -- --
Interest income............... 28.3 (28.3)(5) -- -- -- --
Equity earnings -- RCI........ 6.2 (6.2)(6) -- -- -- --
Other nonoperating expenses,
net......................... (12.1) 11.9(7) -- (0.2) -- (0.2)
------- ------- -------
Income (loss) from continuing
operations before income
tax......................... 55.7 -- -- 54.6 -- 54.6
Income tax (expense)
benefit..................... (25.0) (7.0)(8) 5.0(9) (27.0) $15.1(10) (11.9)
------- ------- -------
Income from continuing
operations.................. $ 30.7 $ 27.6 $ 42.7
======= ======= =======
Pro forma earnings per
share....................... $ 0.56 $ 0.86
======= =======
</TABLE>

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

<TABLE>
<CAPTION>
$ MILLIONS
----------
<S> <C>
Depreciation on retained property........................... $ 0.9
Additional rental expense................................... (4.1)
-----
$(3.2)
=====
</TABLE>

The rental expense assumed by the Company for purposes of this pro forma
consolidated statement of income is based on the terms of the leases the
Company has entered into with JHIL.

(2) Selling, general and administrative expenses include the historical head
office expenses of JHIL. Management estimates that head office expenses
applicable to the Company will not vary significantly from the historical
level of head office expenses incurred by JHIL.

(3) Reflects the elimination of $37.6 million in interest expense relating to
debt facilities retained by JHIL and the elimination of $11.3 million in
interest expense to related parties which relates to RCI Corporation which
was sold in fiscal year 1998.

(4) Pursuant to the Debt Financing, the Finance Subsidiary issued $225 million
aggregate principal amount of Notes and arranged the Bank Facility
consisting of an Australian denominated term loan of AUD 200 million
($124.1 million based on the exchange rate on November 4, 1998), which was
fully drawn in connection with the Reorganization, and a U.S. dollar
denominated $77.5 million revolving credit facility, under which the
Company had borrowings of $25 million as of February 1, 1999. The Notes
were issued with a mix of maturities ranging from 6 to 15 years. The
blended interest rate on the Notes and the term loan is 6.5% resulting in
an interest expense of $22.7 million assuming outstanding indebtedness of
$349.1 million for the entire year ended March 31, 1998. The average
interest rate on the revolving credit facility is 5.8% resulting in an
interest expense of $1.5 million assuming outstanding indebtedness of $25
million for the entire year ended March 31, 1998. The total interest under
the Debt Financing for the purposes of the pro forma consolidated statement
of income is therefore $24.2 million. The

27
<PAGE> 30

$349.1 million payment represents the settlement of intercompany
indebtedness of subsidiaries of JHIL acquired by the Company in connection
with the Reorganization. The effect on unaudited pro forma income for the
year ended March 31, 1998 of each 1/8% change in the blended interest rate
on the Notes, the term loan and the revolving credit facility would be $0.5
million.

(5) Reflects the elimination of interest income earned on cash and cash
equivalents held by JHIL during fiscal year 1998 which have been retained
by JHIL.

(6) Reflects equity earnings of RCI Corporation which was sold in fiscal year
1998.

(7) Primarily reflects the elimination of a $12.2 million accrual for losses
relating to guarantees and other expenses associated with the settlement of
litigation relating to the 1987 Firmandale transaction. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Ongoing obligations associated with the Firmandale litigation were retained
by JHIL and were not transferred to or assumed by the Company. The
remaining $0.3 million reduction reflects the net expenses of previous
Australian tax franking credit structures utilized by JHIL and dividend
income, comprised of:

<TABLE>
<CAPTION>
$ MILLIONS
----------
<S> <C>
Tax franking credit......................................... $ 0.2
Dividends received.......................................... (0.5)
-----
$(0.3)
=====
</TABLE>

(8) Reflects the impact of additional taxes resulting from the following
adjustments referred to above, as follows:

<TABLE>
<CAPTION>
APPLICABLE
GROSS INCOME TAX
($ MILLIONS) ($ MILLIONS)
------------ ------------
<S> <C> <C>
Depreciation on retained property........................... $ 0.9 $ --
Rental expense.............................................. (4.1) 1.5
Interest expense............................................ 37.6 (14.0)
Interest income............................................. (28.3) 10.2
Tax franking credit......................................... 0.2 --
Dividends received.......................................... (0.5) --
Interest expense -- related parties......................... 11.3 (4.1)
Equity earnings of RCI Corporation.......................... (6.2) --
Firmandale expense.......................................... 12.2 (0.6)
------
$ (7.0)
======
</TABLE>

(9) Reflects that the term loan has been drawn down in Australia, the revolving
credit facility has been drawn down in The Netherlands and the Notes have
been issued in The Netherlands. The tax expense has been calculated as
follows:

<TABLE>
<CAPTION>
TAX
PRINCIPAL INTEREST DEDUCTION
($ MILLIONS) ($ MILLIONS) TAX RATE ($ MILLIONS)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Notes................................. $225.0 $16.2 15% $2.4
Term loan............................. 124.1 6.5 36% 2.4
Revolving credit facility............. 25.0 1.5 15% 0.2
----- ----
$24.2 $5.0
===== ====
</TABLE>

28
<PAGE> 31

(10) Reflects the deferred tax (expense) benefit of the intercompany debt
arrangements of $899.2 million established in connection with the
Reorganization, assuming the Finance Subsidiary advanced to the operating
subsidiaries in the United States, Australia and New Zealand, $778.4
million, $105.2 million and $15.6 million, respectively. The adjustment
has been calculated as follows adopting an interest rate of 6.9% on
intercompany debt:

<TABLE>
<CAPTION>
DEFERRED TAX
PRINCIPAL INTEREST TAX (EXPENSE) BENEFIT
($ MILLIONS) ($ MILLIONS) RATE ($ MILLIONS)
------------ ------------ ---- -----------------
<S> <C> <C> <C> <C>
Interest income
The Netherlands......................... $899.2 $61.8 15% $(9.3)
======
Interest expense
United States........................... 778.4 53.5 40% 21.4
Australia............................... 105.2 7.2 36% 2.6
New Zealand............................. 15.6 1.1 33% 0.4
------ -----
$899.2 $15.1
====== =====
</TABLE>

The tax impact of the Debt Financing represents certain tax benefits that
the Company expects to realize as a result of the new intercompany debt
financing between the Finance Subsidiary and the operating subsidiaries. In
calculating this amount, the following income tax rates have been assumed:

<TABLE>
<S> <C>
United States (anticipated federal and state taxes)......... 40%
Australia................................................... 36%
New Zealand................................................. 33%
The Netherlands (Financial Risk Reserve Regime)............. 15%
</TABLE>

This calculation assumes that current tax laws of all relevant
jurisdictions were in effect during fiscal year 1998, and that any tax
rulings which relevant companies have obtained in connection with the
Reorganization were also applicable and in effect during such year.

The calculation further assumes that interest payable by the U.S.
subsidiary to the Finance Subsidiary will be taxed in The Netherlands at an
effective rate of 15% pursuant to a ruling issued by the Dutch tax
authorities applicable until 2008 based on certain conditions, including
that all of the group's treasury activities are conducted exclusively from
The Netherlands.

The calculation also assumes that the intercompany debt was in place
throughout fiscal year 1998, and further assumes that (i) interest payments
were fully deductible by the U.S. subsidiary in that year, and (ii) that
such payments were not subject to U.S. withholding tax pursuant to the
US-NL Treaty.

Interest paid by the U.S. subsidiary to the Finance Subsidiary should be
currently deductible for U.S. tax purposes in any year provided that such
interest is actually paid in that year and provided that the U.S.
subsidiary has sufficient earnings to avoid limitations on the
deductibility of interest resulting from the application of the U.S.
"earnings stripping" rules. The Company does not anticipate that the U.S.
subsidiary will make interest payments with respect to the related party
debt during fiscal year 1999 or fiscal year 2000. Accordingly, no current
U.S. tax deduction will be available for such years, although the
associated tax benefit will be treated as realized currently for financial
accounting purposes as the Company expects to ultimately realize the tax
benefit from such years in the future.

Interest paid by the U.S. subsidiary to the Finance Subsidiary would likely
not be subject to the US-NL Treaty and would be subject to a 30% U.S.
withholding tax in any year unless, among other conditions of eligibility
for benefits, the aggregate number of shares of the Common Stock traded on
the applicable exchange during the previous taxable year is at least 6% of
the average number of shares outstanding during that previous taxable year,
in which case 0% withholding tax would apply under the US-NL Treaty. See
"Risk Factors -- Tax Risks on Intercompany Interest Payments."

Deductions in Australia and New Zealand for interest paid to the Finance
Subsidiary are subject to thin capitalization rules, which disallow
interest on related party loans in excess of a prescribed multiple of the
equity of the borrower. Withholding tax in Australia and New Zealand of 10%
on interest paid to the Finance Subsidiary will be available as a credit
against Dutch tax payable by the Finance Subsidiary, subject to certain
limitations.

The tax benefits arising from the intercompany debt arrangements could be
adversely affected in the future by changes in the current tax laws,
regulations and interpretations thereof applicable to the Company and its
subsidiaries, including changes that could have retroactive effect. In this
regard, the European Commission has recently indicated that it will be
reviewing tax legislation of its member countries, including The
Netherlands, to determine whether any tax legislation constitutes
unpermitted government aid in violation of European Union rules. See "Risk
Factors -- Tax Risks on Intercompany Interest and Dividend Payments."

29
<PAGE> 32

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

(IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998
-------------------------------------------------------------------------------
PRO FORMA ADJUSTMENTS PRO FORMA PRO FORMA
----------------------- WITHOUT PRO FORMA WITH
THE JHIL DEBT INTERCOMPANY INTERCOMPANY INTERCOMPANY
COMPANY RETAINED FINANCING TAX BENEFIT TAX BENEFIT TAX BENEFIT
------- -------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net sales................... $ 631.1 -- -- $ 631.1 -- $ 631.1
Cost of goods sold.......... (448.0) $ (1.9)(1) -- (449.9) -- (449.9)
------- -------
Gross profit................ 183.1 181.2 181.2
Selling, general and
administrative expenses... (108.7) -- -- (108.7) -- (108.7)(2)
Restructuring and other
operating expenses........ (1.2) -- -- (1.2) -- (1.2)
------- ------- -------
Operating profit............ 73.2 71.3 71.3
Interest expense............ (23.8) 19.8(3) $(14.1)(4) (18.1) -- (18.1)
Interest income............. 12.4 (12.4)(5) -- -- -- --
Other nonoperating expenses,
net....................... (4.8) 4.8(6) -- --
------- ------- -------
Income (loss) from
continuing operations
before income tax......... 57.0 -- -- 53.2 -- 53.2
Income tax (expense)
benefit................... (22.6) (2.0)(7) 2.9(8) (21.7) 8.8(9) (12.9)
------- ------- -------
Income from continuing
operations................ $ 34.4 $ 31.5 $ 40.3
======= ======= =======
Pro forma earnings per
share..................... $ 0.63 $ 0.81
======= =======
</TABLE>

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

(1) Reflects the difference between depreciation on buildings historically
incurred by JHIL on certain properties that it retained in the
Reorganization, and the rental expense that the Company will incur to lease
such properties from JHIL. The adjustment is for a seven month period as
the Consolidated Statement of Income for the nine months ended December 31,
1998 includes two months of operations under the new structure and is
comprised of:

<TABLE>
<CAPTION>
$ MILLIONS
----------
<S> <C>
Depreciation on retained property........................... $ 0.5
Additional rental expense................................... (2.4)
-----
$(1.9)
=====
</TABLE>

The rental expense assumed by the Company for purposes of this pro forma
consolidated statement of income is based on the terms of the leases the
Company has entered into with JHIL.

(3) Reflects the elimination of $19.8 million in interest expense relating to
debt facilities retained by JHIL.

(4) Pursuant to the Debt Financing, the Finance Subsidiary issued $225 million
of aggregate principal amount Notes and arranged the Bank Facility,
consisting of an Australian denominated term loan of AUD 200 million
($124.1 million based on the exchange rate on November 4, 1998), which was
fully drawn in connection with the Reorganization, and a U.S. dollar
denominated $77.5 million revolving credit facility, under which the
Company had borrowings of $25 million as of February 1, 1999. The Notes
were issued with a mix of maturities ranging from 6 to 15 years. The
blended interest rate on the Notes and the term loan is 6.5% resulting in
an interest expense of $17.0 million assuming outstanding indebtedness of
$349.1 million for the whole of the nine months ended December 31, 1998.
The average interest rate on the revolving credit facility is 5.8%
resulting in an interest expense of $1.1 million assuming outstanding
indebtedness of $25 million for the entire period ended December 31, 1998.
The total interest under the Debt Financing for the purposes of the pro
forma consolidated statement of income for the nine months ended December
31, 1998 is therefore $18.1 million. The adjustment is for a seven month
period as

30
<PAGE> 33

the Consolidated Statement of Income for the nine months ended December 31, 1998
includes two months of operations under the new structure. The effect on income
of each 1/8% change in the blended interest rate on the Notes and the term loan
for a nine month period would be $0.3 million.

(5) Reflects the elimination of interest income earned on cash and cash
equivalents held by JHIL during the period prior to the Reorganization
which were retained by JHIL.

(6) Reflects the elimination of other non-operating expenses, net, comprising
Reorganization costs, dividend and investment income and the writedown of
investments to net realizable value which are not expected to recur.

(7) Reflects the impact of additional taxes resulting from the following
adjustments referred to above, as follows:

(8) Reflects that the term loan has been drawn down in Australia, the revolving
credit facility has been drawn down in The Netherlands and the Notes have
been issued in The Netherlands. The tax expense has been calculated as
follows:

<TABLE>
<CAPTION>
TAX
PRINCIPAL INTEREST DEDUCTION
($ MILLIONS) ($ MILLIONS) TAX RATE ($ MILLIONS)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Notes................................. $225.0 $ 9.4 15% $1.4
Term loan............................. 124.1 3.8 36% 1.4
Revolving credit facility............. 25.0 0.9 15% 0.1
----- ----
$14.1 $2.9
===== ====
</TABLE>

(9) Reflects the deferred tax (expense) benefit of the intercompany debt
arrangements of $899.2 million created in connection with the
Reorganization, assuming the Finance Subsidiary advanced to the operating
subsidiaries in the United States, Australia and New Zealand, $778.4
million, $105.2 million and $15.6 million, respectively. The adjustment is
for a seven month period as the Consolidated Statement of Income for the
nine months ended December 31, 1998 includes two months of operations under
the new structure and has been calculated as follows adopting an interest
rate of 6.9% on intercompany debt:

<TABLE>
<CAPTION>
DEFERRED TAX
PRINCIPAL INTEREST TAX (EXPENSE) BENEFIT
($ MILLIONS) ($ MILLIONS) RATE ($ MILLIONS)
------------ ------------ ---- -----------------
<S> <C> <C> <C> <C>
Interest income
The Netherlands......................... $899.2 $36.0 15% $(5.4)
======
Interest expense
United States........................... 778.4 31.2 40% 12.5
Australia............................... 105.2 4.2 36% 1.5
New Zealand............................. 15.6 0.6 33% 0.2
------ -----
$899.2 $ 8.8
====== =====
</TABLE>

31
<PAGE> 34

This calculation assumes that current tax laws of all relevant jurisdictions
were in effect during the nine months ended December 31, 1998, and that any
tax rulings which relevant companies have obtained in connection with the
Reorganization were also applicable and in effect during such period.

The calculation further assumes that interest payable by the U.S. subsidiary
to the Finance Subsidiary will be taxed in The Netherlands at an effective
rate of 15% rate pursuant to a ruling issued by the Dutch tax authorities
applicable until 2008 based on certain conditions, including that all of the
group's treasury activities are conducted exclusively from The Netherlands.

The calculation also assumes that the intercompany debt was in place
throughout the nine months ended December 31, 1998, and further assumes that
(i) interest payments were fully deductible by the U.S. subsidiary in fiscal
year 1999, and (ii) that such payments were not subject to U.S. withholding
tax pursuant to the US-NL Treaty.

Interest paid by the U.S. subsidiary to the Finance Subsidiary should be
currently deductible for U.S. tax purposes in any year provided that such
interest is actually paid in that year and provided that the U.S. subsidiary
has sufficient earnings to avoid limitations on the deductibility of
interest resulting from the application of the U.S. "earnings stripping"
rules. The Company does not anticipate that the U.S. subsidiary will make
interest payments with respect to the related party debt during fiscal year
1999 or fiscal year 2000. Accordingly, no current U.S. tax deduction will be
available for such years, although the associated tax benefit will be
treated as realized currently for financial accounting purposes as the
Company expects to ultimately realize the tax benefit from such years in the
future.

Interest paid by the U.S. subsidiary to the Finance Subsidiary would likely
not be subject to the US-NL Treaty and would be subject to a 30% U.S.
withholding tax in any year unless, among other conditions of eligibility
for benefits, the aggregate number of shares of Common Stock traded on the
applicable stock exchange during the previous taxable year is at least 6% of
the average number of shares outstanding during that previous taxable year,
in which case, 0% withholding tax would apply under the US-NL Treaty. See
"Risk Factors -- Tax Risks on Intercompany Interest Payments."

Deductions in Australia and New Zealand for interest paid to the Finance
Subsidiary are subject to thin capitalization rules, which disallow interest
on related party loans in excess of a prescribed multiple of the equity of
the borrower. Withholding tax in Australia and New Zealand of 10% on
interest paid to the Finance Subsidiary will be available as a credit
against Dutch tax payable by the Finance Subsidiary, subject to certain
limitations.

32
<PAGE> 35

SELECTED FINANCIAL AND OPERATING DATA

The following table sets forth selected financial and operating data for
the periods indicated and is qualified by reference to, and should be read in
conjunction with, the Consolidated Financial Statements and the related notes
thereto, the "Unaudited Pro Forma Consolidated Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained elsewhere herein. The historical financial data presented below
reflects historical data with respect to (a) the Transferred Businesses and (b)
until November 1, 1998, the Retained Assets and Liabilities which were not
transferred to the Company in the Reorganization. See "The Reorganization."
Consequently, such historical financial data is not necessarily indicative of
future results of the Company.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED MARCH 31, DECEMBER 31,
-------------------------------------------------------- -------------------------
1994 1995 1996 1997 1998 1997 1998
----------- ----------- ------- ------- -------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN MILLIONS, EXCEPT VOLUME AND PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Net sales
U.S. Fiber Cement(1).................... $ 34.3 $ 47.5 $ 100.7 $ 148.7 $ 181.1 $ 134.2 $ 177.6
Gypsum(2)............................... 58.4 73.8 77.0 103.8 200.5 149.3 190.9
Australia/New Zealand Fiber Cement(3)... 205.5 270.4 264.6 262.1 211.6 169.0 132.2
Building Systems(3)..................... 60.3 104.2 118.2 133.8 147.9 111.9 81.3
Other(4)................................ 7.4 17.1 64.4 65.0 81.2 64.7 49.1
------- ------- ------- ------- -------- -------- --------
Total net sales........................... 365.9 513.0 624.9 713.4 822.3 629.1 631.1
Cost of goods sold........................ (242.4) (341.0) (429.9) (508.7) (592.3) (444.7) (448.0)
------- ------- ------- ------- -------- -------- --------
Gross profit.............................. 123.5 172.0 195.0 204.7 230.0 184.4 183.1
Selling, general and administrative(5).... (99.8) (97.7) (134.1) (150.3) (142.7) (108.1) (108.7)
Restructuring and other operating
expenses(6)............................. -- -- -- (38.8) (5.1) (2.2) (1.2)
------- ------- ------- ------- -------- -------- --------
Operating profit.......................... 23.7 74.3 60.9 15.6 82.2 74.1 73.2
Interest expense(7)....................... (22.7) (32.8) (48.7) (39.6) (37.6) (28.1) (23.8)
Interest expense - related parties(7)..... (13.2) (16.3) (17.3) (16.9) (11.3) (10.5) --
Interest income(7)........................ 10.5 20.7 33.1 30.8 28.3 21.2 12.4
Equity income - RCI(8).................... 6.8 11.3 7.9 9.2 6.2 4.8 --
Other nonoperating expenses, net(9)....... 0.2 (13.7) (15.0) (14.6) (12.1) (10.5) (4.8)
------- ------- ------- ------- -------- -------- --------
Income (loss) from continuing operations
before income tax....................... 5.3 43.5 20.9 (15.5) 55.7 51.0 57.0
Income tax (expense) benefit(7)........... 8.8 (4.4) (2.8) 3.0 (25.0) (19.2) (22.6)
------- ------- ------- ------- -------- -------- --------
Income (loss) from continuing
operations(10).......................... $ 14.1 $ 39.1 $ 18.1 $ (12.5) $ 30.7 $ 31.8 $ 34.4
======= ======= ======= ======= ======== ======== ========
Earnings per common share
Basic and diluted....................... $ 0.31 $ 0.85 $ 0.38 $ (0.26) $ 0.62 $ 0.64 $ 0.69
Weighted average number of common shares
outstanding (millions)
Basic and diluted....................... 45.1 46.2 47.5 48.2 49.5 49.5 50.0
CONSOLIDATED CASH FLOW INFORMATION:
Cash flows provided by (used in) operating
activities.............................. N/A N/A $ 80.2 $ 82.8 $ 109.1 $ 100.4 $ (16.7)(11)
Cash flows provided by (used in) investing
activities.............................. N/A N/A (39.5) 118.4 (46.7) (48.7) (117.8)
Cash flows provided by (used in) financing
activities.............................. N/A N/A (87.9) 14.6 (63.9) (67.6) (168.1)
OTHER DATA:
Depreciation and amortization(12)......... $ 13.5 $ 20.8 $ 28.0 $ 35.6 $ 38.5 $ 28.0 $ 29.2
Adjusted EBITDA(13)....................... 37.2 95.1 88.9 86.0 120.7 102.1 102.4
Capital expenditures(12).................. 71.4 47.1 64.7 172.1 154.8 118.3 87.4
Research and development(5)............... 7.9 11.4 12.1 15.0 18.0 12.6 10.5
Volume (mmsf)(14)
U.S. Fiber Cement....................... 68.7 96.5 220.0 317.0 416.1 303.7 423.4
Gypsum.................................. 603.2 642.0 680.3 862.3 1,554.5 1,153.2 1,409.4
Australia/New Zealand Fiber Cement(3)... 338.2 386.5 347.5 318.4 299.2 226.4 220.8
Average sales price per unit (per msf)
U.S. Fiber Cement....................... $ 499 $ 492 $ 458 $ 469 $ 435 $ 442 $ 419
Gypsum.................................. 97 115 113 120 129 129 135
Australia/New Zealand Fiber Cement(3)... 630 700 684 744 643 670 544
</TABLE>

33
<PAGE> 36

<TABLE>
<CAPTION>
MARCH 31,
----------------------------------- DECEMBER 31,
1996 1997 1998 1998
----------- -------- -------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Net current assets........................... $ 393.2 $ 425.3 $ 354.8 $89.0(15)
Total assets................................. 1,366.1 1,534.0 1,241.7 1,008.5
Long-term debt............................... 416.5 470.2 496.3 347.5
Long-term related party borrowings........... 202.8 202.8 -- --
Shareholders' equity......................... 460.4 544.8 465.8 337.9(15)
</TABLE>

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

(1) In January 1996, the first production line at the Plant City, Florida fiber
cement plant was expanded and a second line was commissioned in March 1996.
During fiscal year 1997, a third production line was commissioned at Plant
City, Florida, a new fiber cement plant was constructed and the first line
commissioned in Cleburne, Texas, and the capacity of the Fontana,
California fiber cement plant was expanded. During fiscal year 1999, a new
fiber cement plant was commissioned in Tacoma, Washington.

(2) The capacity of the Las Vegas, Nevada gypsum plant was expanded in fiscal
years 1995 and 1996. The Nashville, Arkansas gypsum plant was acquired in
fiscal year 1997. The Las Vegas, Nevada gypsum plant and the Seattle,
Washington gypsum plant were further expanded in fiscal year 1998.

(3) Australia/New Zealand Fiber Cement includes all fiber cement produced or
sold worldwide, excluding the United States and the Philippines, and also
includes sales from building systems in New Zealand.

(4) Includes fiber cement sales in the Philippines and window sales in
Australia.

(5) Includes research and development expenses.

(6) Includes (i) for fiscal year 1997, asset write-downs, environmental costs
and employee termination costs of $17.8 million associated with the
restructuring and upgrade of the fiber cement business in Australia, and a
windows goodwill write-off of $21.0 million, (ii) for fiscal year 1998,
$5.1 million of employee termination costs associated with the
restructuring and upgrading of the fiber cement business in Australia and
(iii) for the nine months ended December 31, 1998, $1.2 million of employee
termination costs associated with the restructuring and upgrading of the
fiber cement business in Australia.

(7) Interest and income tax expenses are the historical interest and income
taxes applicable to JHIL and its subsidiaries prior to the Reorganization.
As a result of the Reorganization, the interest and income tax expenses of
the Company will change. See "Unaudited Pro Forma Consolidated Financial
Data."

(8) Represents equity interest earned on the investment in RCI Corporation
which was sold in fiscal year 1998. See "Unaudited Pro Forma Consolidated
Financial Data."

(9) Consists primarily of losses of $17.9 million, $14.7 million and $12.2
million in fiscal years 1996, 1997 and 1998, respectively, incurred by JHIL
under a transaction entered into with Firmandale which is part of the
Retained Assets and Liabilities that were not transferred to the Company in
the Reorganization. For the nine months ended December 31, 1998, other
nonoperating expenses is comprised of costs associated with the
Reorganization amounting to $8.4 million, the provision of $2.5 million
against other investments and $6.1 million profit on the sale of one of the
Company's portfolio investments.

(10) Constitutes net income (loss) before income (loss) from discontinued
operations and gains (losses) on the disposal of discontinued operations.

(11) Includes a $57.3 million cash payment in connection with the settlement of
the Firmandale litigation.

(12) Information for depreciation and amortization and capital expenditures are
for continuing businesses only.

34
<PAGE> 37

(13) Represents earnings from continuing operations before interest income,
interest expense, income taxes, other nonoperating expenses, net,
depreciation and amortization charges, and certain other property and
goodwill impairment charges as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
FISCAL YEARS ENDED MARCH 31, DECEMBER 31,
------------------------------------------ ---------------
1994 1995 1996 1997 1998 1997 1998
ADJUSTED EBITDA ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations.... $ 14.1 $ 39.1 $ 18.1 $(12.5) $ 30.7 $ 31.8 $ 34.4
Income tax expense (benefit)......... (8.8) 4.4 2.8 (3.0) 25.0 19.2 22.6
Interest income...................... (10.5) (20.7) (33.1) (30.8) (28.3) (21.2) (12.4)
Interest expense..................... 22.7 32.8 48.7 39.6 37.6 28.1 23.8
Interest expense - related parties... 13.2 16.3 17.3 16.9 11.3 10.5 --
Equity income -- RCI................. (6.8) (11.3) (7.9) (9.2) (6.2) (4.8) --
Other nonoperating expenses, net..... (0.2) 13.7 15.0 14.6 12.1 10.5 4.8
Depreciation and amortization........ 13.5 20.8 28.0 35.6 38.5 28.0 29.2
Impairment of property............... -- -- -- 2.4 -- -- --
Goodwill write-off................... -- -- -- 21.0 -- -- --
Obsolete equipment write-down........ -- -- -- 11.4 -- -- --
------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA............. $ 37.2 $ 95.1 $ 88.9 $ 86.0 $120.7 $102.1 $102.4
====== ====== ====== ====== ====== ====== ======
</TABLE>

Adjusted EBITDA is not a measure of financial performance under GAAP and
should not be considered an alternative to, or more meaningful than, income
from operations, net income or cash flows as defined by GAAP or as a
measure of the Company's profitability or liquidity. All registrants do not
calculate Adjusted EBITDA in the same manner and, accordingly, Adjusted
EBITDA may not be comparable with other registrants. The Company has
included information concerning Adjusted EBITDA herein because it believes
that such data is commonly used by certain investors to evaluate the
ability of a company's earnings from its core business operations to
satisfy its debt, capital expenditure and working capital requirements. To
permit evaluation of this data on a consistent basis from period to period,
EBITDA has been adjusted for noncash charges such as goodwill and asset
impairment charges, as well as nonoperating income and expense items. See
the Consolidated Financial Statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for further
information to assist in identifying and evaluating trends in Adjusted
EBITDA.

(14) Fiber cement volume is measured in 5/16" standard feet and gypsum volume is
measured in surface feet.

(15) On February 5, 1999, the Company and JHIL entered into an agreement to
consolidate and set off certain intercompany payables and receivables as
described in Note 23 to the Consolidated Financial Statements. After the
consolidation and set off, the Company had a net receivable of $9.2 million
which has been deducted from shareholders' equity as it is due from the
principal shareholder. The Company intends to effect a non-cash settlement
of this receivable prior to the closing of the Offerings. As a result of
the consolidation and set off, pro forma net current assets and
shareholders' equity at December 31, 1998 were $79.8 million and $328.7
million, respectively.

35
<PAGE> 38

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used herein, the term the "Company" refers to the Transferred Businesses
and the Retained Assets and Liabilities for all periods prior to the
consummation of the Reorganization in November 1998 and refers only to the
Transferred Businesses for periods after October 31, 1998. The following
discussion of the financial condition and results of operations of the Company
should be read in conjunction with the audited Consolidated Financial Statements
of the Company and the related notes thereto and "Unaudited Pro Forma
Consolidated Financial Data" included elsewhere in this Prospectus.

OVERVIEW

The Company is the largest manufacturer of fiber cement products and
systems for internal and external building applications in the United States,
Australia and New Zealand and is the fourth largest manufacturer of gypsum
wallboard in the United States. The Company's operations are organized into the
following five segments: (1) U.S. Fiber Cement, which manufactures and sells
fiber cement products in the United States; (2) Gypsum, which manufactures and
sells gypsum wallboard products in the United States; (3) Australia/ New Zealand
Fiber Cement, which manufactures and sells fiber cement products in Australia,
New Zealand and Asian export markets (other than the Philippines) and building
systems in New Zealand; (4) Building Systems, which manufactures, sells, rents
and installs modular relocatable buildings in Australia, and also manufactures
and sells insulated panel systems in the Australian commercial market; and (5)
Other, which includes the Company's research and development center in Sydney,
Australia; the Company's Philippines fiber cement operations; and manufacture
and sales of windows and window systems in Australia. The term "U.S. Operations"
refers to the Company's U.S. Fiber Cement and Gypsum segments.

Sales are generally invoiced in the currency of the business unit making
the sale and are generally on 30 to 60 day credit terms. Sales are recognized
when goods have been dispatched to a customer following a sales order and the
associated risks of ownership have passed to the customer. Cost of sales
comprises manufacturing costs including raw materials and supplies, direct and
indirect labor costs, depreciation of production facilities, production
maintenance, property taxes, real property lease expense, insurance and warranty
costs. Selling, general and administrative expenses primarily consist of officer
and other employee compensation and related benefits, advertising and promotion
costs, depreciation of non-production fixed assets, warehouse expenses,
administrative and information systems costs, amortization of goodwill and
research and development expenses.

The Company's gross profit margin in each of its segments is primarily
impacted by pricing levels, sales volumes and operating efficiencies. Since the
start of fiscal year 1997, sales prices for fiber cement have been declining in
the United States and, to a greater degree, in the Australian and New Zealand
markets due to increasing competition. The overall siding market in the United
States is operating with over-capacity. The Company's strategy is to maintain a
competitive advantage through continued development of differentiated fiber
cement products and improved process technologies. Historically, increased sales
volumes of U.S. Fiber Cement and improved operating efficiencies have more than
offset the effect of decreases in prices of such products. No assurance can be
given, however, that the Company will be able to offset future price decreases
in the United States. Pricing declines in Australia/New Zealand Fiber Cement
have not historically been offset by increased sales volume due to competition
and the maturity of the market. Because of the maturity of the Australian and
New Zealand markets and other factors, the Company believes that both prices and
sales volume in those markets may continue to decline. See "Risk
Factors -- Competition and Pricing."

In recent years, gypsum prices and sales volume have increased, resulting
in a higher gross profit margin for the Company's Gypsum segment. Although
gypsum prices have increased overall for the periods presented, gypsum pricing
has historically been cyclical, and several of the Company's competitors have
announced plans to add additional capacity over the next two years. Thus, there
can be no assurance that prices will not decline. See "Risk
Factors -- Competition and Pricing." Management believes that any future gypsum
price decreases may be offset, at least in part, by increased volumes available
for sale as a result of the Company's increased capacity and cost advantages
compared to other gypsum manufacturers. No assurance

36
<PAGE> 39

can be given, however, that the Company will be able to offset any future price
decreases. In addition, the Company's gypsum paper supply agreement with
Republic is expected to substantially reduce the Company's gypsum paperboard
costs beginning in the latter part of fiscal year 2000.

The Company maintains significant operations in foreign countries and, as a
result, is exposed to changes in exchange rates which affect its financial
position, results of operations and cash flow. For the nine months ended
December 31, 1998, the following currencies comprised the Company's net sales,
cost of goods sold, expenses and liabilities:

<TABLE>
<CAPTION>
USD AUD NZD OTHER
--- --- --- -----
<S> <C> <C> <C> <C>
Net sales.............................................. 59% 35% 5% 1%
Cost of goods sold..................................... 59% 34% 5% 2%
Expenses............................................... 30% 58% 5% 7%
Liabilities (excluding borrowings)..................... 45% 48% 3% 4%
</TABLE>

Management anticipates that sales outside the United States will continue
to be significant. The Company's results of operations, cash flows and financial
position were significantly affected by the depreciation of the Australian
dollar against the U.S. dollar that occurred in fiscal year 1998 and in the nine
months ended December 31, 1998. On translation into U.S. dollars, the Company's
consolidated financial position at December 31, 1998 consequently reported a
translation loss of $46.1 million. Furthermore, the results of operations and
cash flows are impacted by the translation of foreign earnings into U.S.
dollars. Historically, the Company has hedged, from an Australian dollar
perspective, its net investment in its operations in the United States and in
New Zealand. Since the Reorganization, the Company has hedged its net investment
in its Australian operations against the U.S. dollar. See "Risk
Factors -- Foreign Exchange Risks" and Note 17 to the Notes to the Consolidated
Financial Statements. The principal exchange rate hedging instrument employed by
the Company is a standard market forward exchange contract. Under such
contracts, the Company is obligated to buy or sell a specified foreign currency
in exchange for a specified local currency. Any extension of these forward
exchange contracts is undertaken on a marked to market basis with the
appropriate cash settlement taking place at the time of the extension. The
Company does not trade any exchange rate hedging instruments but holds them
until maturity.

The recent economic volatility in Asia has had a negative effect on the
Australian and New Zealand economies in general and the Company has begun to
recognize these effects on its operations. For example, until the Philippines
manufacturing facility was commissioned in December 1998, the Company was
supplying that market by exporting products manufactured in Australia and New
Zealand. For the nine months ended December 31, 1998, sales of fiber cement
products in the Philippines declined by 37% in local currency terms from the
same period in the previous year. This decline is due to the sharp contraction
of the Philippines building and construction market which is likely a result of
Asian economic conditions. Continued contraction in this market will result in
potentially lower than projected capacity utilization for the new Philippines
manufacturing facility. The Company's Building Systems business has also been
negatively impacted by the Asian economic crisis and lower prices for natural
resources generally. Activity in the Australian mining and resources industry, a
market serviced by the Building Systems business, has declined due to concerns
about falling demand from Asia for minerals and other natural resources and a
general decrease in commodity prices which has deterred investment in Australian
mining and resource projects. See "Risk Factors -- Recent Volatility in Asian
Economies and Financial and Currency Markets."

In fiscal year 1997, the Company commenced a major restructuring and
upgrade project of its Australian fiber cement manufacturing facilities. This
project involves the closure of the fiber cement manufacturing facility in
Brooklyn, Australia and the upgrade and modernization of three of the four
Australian manufacturing plants. The upgrade program includes the automation of
product finishing processes and is aimed at reducing direct costs, increasing
production yields and improving product quality. Restructuring costs associated
with the program, including employee termination expenses and the write-down of
long lived assets, of $17.8 million and $5.1 million were incurred in fiscal
year 1997 and fiscal year 1998, respectively. Further employee termination costs
of approximately $4.1 million are expected to be incurred, of which $1.2 million
was incurred in the nine months ended December 31, 1998.

37
<PAGE> 40

Discontinued Operations

During fiscal years 1997 and 1998, JHIL divested a number of businesses
which were not related to the core Transferred Businesses, as set out below:

<TABLE>
<CAPTION>
FISCAL YEAR
BUSINESS DIVESTED DESCRIPTION
-------- ----------- -----------
<S> <C> <C>
Building Services........... 1997 Supplier of fire protection, security monitoring, building
automation and mechanical services to the commercial and
industrial building sector in Australia and New Zealand
Irrigation.................. 1997 Irrigation products businesses based in the United States,
Australia, New Zealand and Europe
Bathroom Products........... 1997 Vitreous china, tapware and hot water systems businesses
in Australia and New Zealand
Pipelines................... 1998 Plastic pipeline and fittings businesses in Australia, New
Zealand, Singapore and Malaysia
</TABLE>

In the preparation of the historical Consolidated Financial Statements and
the Pro Forma Statements, these businesses have been treated as discontinued
operations. The total cash proceeds from these divestitures were $371.4 million.

The Reorganization

James Hardie was formed in connection with the Reorganization that (with
the exception of the Offerings and the relocation of certain senior executives
and managers) was consummated in November 1998. The Reorganization is intended
to address the structural imbalance and resulting operational, financial and
commercial issues that existed as a result of the predominance (prior to the
Reorganization) of JHIL's U.S. operations and the location of corporate
management and JHIL's shareholder base in Australia. The divestiture program,
the growth in U.S. demand for the Company's fiber cement products and the
investment in additional fiber cement and gypsum manufacturing capacity in the
United States resulted in an increasing proportion of total net sales and
operating profit being generated from the United States. The U.S. Operations
increased from 28.4% of total net sales in fiscal year 1996 to 46.4% in fiscal
year 1998. Operating profit from U.S. Operations increased as a percentage of
total operating profit (before expenses in connection with the Sydney-based
research and development center and certain general corporate costs which
benefit all segments) from 26.1% in fiscal year 1996 to 72.4% in fiscal year
1998.

The primary components of the Reorganization include the formation of James
Hardie, the November 1998 transfer to the Company of the Transferred Businesses
(which include JHIL's fiber cement, gypsum, building systems and windows
businesses) and the retention by JHIL of the Retained Assets and Liabilities,
the Debt Financing, the relocation of certain senior executives and managers to
the Company's U.S. operational headquarters and the Offerings. See "The
Reorganization."

As noted above, an element of the Reorganization is the Debt Financing. At
March 31, 1998, JHIL was funded with a capital structure comprised of $531.6
million of debt and a cash balance of $286.2 million (net of the bank overdraft
and the Firmandale liability which was paid in April 1998). As a result of the
Reorganization, the Company established a more efficient capital structure, with
a minimal holding of cash reflecting working capital requirements and a lower
net effective interest rate. As a result, interest income will be reduced
significantly and interest expense will reflect the Debt Financing.

RESULTS OF OPERATIONS

In the fiscal years 1996 through 1998 and for the nine months ended
December 31, 1998, there was a significant increase in the net sales revenues
and profits generated from the Company's U.S. Operations. This increase is
primarily due to the growth in U.S. sales volume of the Company's fiber cement
products, principally siding; improvements in manufacturing efficiencies as a
result of $135 million of capital investment during the fiscal years 1996 to
1998; and the availability of additional gypsum capacity following the capital
investment of $85.6 million, primarily to expand plant capacity from 610 mmsf in
fiscal year 1995 to 1,980

38
<PAGE> 41

mmsf at the end of fiscal year 1998, and the acquisition of the Nashville,
Arkansas gypsum facility in February 1997. Concurrently, increasing competition
in both Australia and New Zealand within the Australia/New Zealand Fiber Cement
segment has caused the Company's volumes and margins for this segment to
decrease.

The following table sets forth selected financial and operating data for
the Company expressed in millions of dollars and as a percentage of net sales:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED MARCH 31, NINE MONTHS ENDED DECEMBER 31,
------------------------------------------------------ ------------------------------------
1996 1997 1998 1997 1998
---------------- ---------------- --------------- ---------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales
U.S. Fiber Cement...... $ 100.7 16.1% $ 148.7 20.8% $ 181.1 22.0% $ 134.2 21.3% $ 177.6 28.1%
Gypsum................. 77.0 12.3 103.8 14.6 200.5 24.4 149.3 23.7 190.9 30.2
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
U.S. Operations.... 177.7 28.4 252.5 35.4 381.6 46.4 283.5 45.0 368.5 58.3
Australia/New Zealand
Fiber Cement......... 264.6 42.3 262.1 36.7 211.6 25.7 169.0 26.9 132.2 20.9
Building Systems....... 118.2 18.9 133.8 18.8 147.9 18.0 111.9 17.8 81.3 12.9
Other.................. 64.4 10.4 65.0 9.1 81.2 9.9 64.7 10.3 49.1 7.9
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total net sales.......... 624.9 100.0 713.4 100.0 822.3 100.0 629.1 100.0 631.1 100.0
Cost of goods sold....... (429.9) (68.8) (508.7) (71.3) (592.3) (72.0) (444.7) (70.7) (448.0) (71.0)
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Gross profit............. 195.0 31.2 204.7 28.7 230.0 28.0 184.4 29.3 183.1 29.0
Selling, general and
administrative......... (134.1) (21.4) (150.3) (21.1) (142.7) (17.4) (108.1) (17.2) (108.7) (17.2)
Restructuring and other
expenses............... -- -- (38.8) (5.4) (5.1) (0.6) (2.2) (0.3) (1.2) (0.2)
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Operating profit......... 60.9 9.8 15.6 2.2 82.2 10.0 74.1 11.8 73.2 11.6
Interest expense......... (48.7) (7.8) (39.6) (5.6) (37.6) (4.6) (28.1) (4.5) (23.8) (3.8)
Interest
expense -- related
parties................ (17.3) (2.7) (16.9) (2.3) (11.3) (1.4) (10.5) (1.7) -- --
Interest income.......... 33.1 5.3 30.8 4.3 28.3 3.4 21.2 3.4 12.4 2.0
Equity income -- RCI..... 7.9 1.2 9.2 1.2 6.2 0.7 4.8 0.8 -- --
Other nonoperating
expenses, net.......... (15.0) (2.4) (14.6) (2.0) (12.1) (1.4) (10.5) (1.7) ( 4.8) (0.8)
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Income (loss) from
continuing operations
before income tax...... 20.9 3.4 (15.5) (2.2) 55.7 6.7 51.0 8.1 57.0 9.0
Income tax (expense)
benefit................ (2.8) (0.5) 3.0 0.4 (25.0) (3.0) (19.2) (3.0) (22.6) (3.6)
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Income (loss) from
continuing
operations............. $ 18.1 2.9% $ (12.5) (1.8)% $ 30.7 3.7% $ 31.8 5.1% $ 34.4 5.4%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>

NINE MONTHS ENDED DECEMBER 31, 1998 ("INTERIM PERIOD 1999") COMPARED TO

NINE MONTHS ENDED DECEMBER 31, 1997 ("INTERIM PERIOD 1998")

Total Net Sales. Total net sales increased by $2.0 million from $629.1
million in Interim Period 1998 to $631.1 million in Interim Period 1999. Net
sales from U.S. Operations increased by 30.0% with growth in volume in both U.S.
Fiber Cement and Gypsum, partially offset by a 5.2% decrease in fiber cement
prices. Offsetting the improved results from U.S. Operations was a 24.0%
decrease in net sales from non-U.S. Operations, of which 9.6% was attributable
to lower selling prices and the remainder to the effect of changed foreign
exchange rates.

U.S. Fiber Cement Sales. U.S. Fiber Cement sales increased by $43.4
million or 32.3% from $134.2 million in Interim Period 1998 to $177.6 million in
Interim Period 1999. The growth in sales was primarily due to a 39.4% increase
in volume from 303.7 mmsf in Interim Period 1998 to 423.4 mmsf in Interim Period
1999. This increase was primarily due to continued penetration by the Company's
fiber cement products against competing products, primarily wood-based siding.
The Tacoma, Washington plant, with 150 mmsf capacity, was commissioned during
May 1998 and began commercial production in June 1998. The

39
<PAGE> 42

increase in sales volume was partially offset by a 5.2% decrease in average
product selling price from $442 to $419 per msf which was a result of increased
competition and over-capacity in most segments of the siding industry.

Gypsum Sales. Gypsum sales increased $41.6 million or 27.9% from
$149.3 million in Interim Period 1998 to $190.9 million in Interim Period 1999.
The growth in sales was primarily due to a 22.2% increase in volume from 1,153.2
mmsf in Interim Period 1998 to 1,409.4 mmsf in Interim Period 1999, mainly
attributable to additional capacity at the Seattle, Washington and Las Vegas,
Nevada plants as a result of facility upgrades. Average sales prices were 4.7%
higher in Interim Period 1999, with sales price increases in the Southeast and
Southwest markets being partially offset by a price decrease in the Northwest.

Australia/New Zealand Fiber Cement Sales. Australia/New Zealand Fiber
Cement sales decreased $36.8 million or 21.8% from $169.0 million in Interim
Period 1998 to $132.2 million in Interim Period 1999. In local currency terms,
the decline was 7.0%. The decrease in sales was due primarily to a 2.5% decrease
in sales volume from 226.4 mmsf in Interim Period 1998 to 220.8 mmsf in Interim
Period 1999 and a 3.4% (in local currency terms) reduction in average net
selling prices caused by increased competition and industry over-capacity. In
Australia, the lower sales revenue was due primarily to lower sales volumes and
reduced average selling prices caused by increased competition and industry
over-capacity. In New Zealand, sales volumes and pricing were negatively
impacted by a reduction in residential construction activity and an average 5%
price reduction to counter increased import competition. Additionally, in
Australia, the fiber cement business experienced severe and continuing problems
commissioning new automated manufacturing equipment.

Building Systems Sales. Building Systems sales decreased by $30.6
million or 27.3% from $111.9 million in Interim Period 1998 to $81.3 million in
Interim Period 1999. In local currency terms, the decline was 13.5%. This
segment had a strong Interim Period 1998, particularly due to several large
contracts for projects in the mining sector. This level of activity did not
continue in the Interim Period 1999, primarily due to the postponement of a
number of mining projects in the wake of falling commodity prices and the Asian
financial crisis.

Other Sales. Sales by the Philippines operation and the windows
businesses decreased by $15.6 million or 24.1% from $64.7 million in Interim
Period 1998 to $49.1 million in Interim Period 1999. Sales by the Company's
Philippines operation (primarily using product imported from Australia until the
commencement of local manufacturing in December 1998) fell by 37.3% in local
currency terms to $4.5 million due to the significant decrease in housing
construction and repair activity related to the region's economic conditions and
a reduction in price by 10% in local currency terms to enable the Company's
products to remain competitive with plywood alternatives. Sales by the windows
operation decreased by $10.2 million or 19.0% from $53.6 million in Interim
Period 1998 to $43.4 million in Interim Period 1999. In local currency terms,
net sales decreased by 3.8% primarily due to a decrease in sales of wood windows
in the value-added market segments offset by an increase in sales volume of
aluminum and lower value wood windows.

Gross Profit. Gross profit decreased by $1.3 million or 0.7% from $184.4
million in Interim Period 1998 to $183.1 million in Interim Period 1999. The
Company's overall gross profit margin declined by 0.3 percentage points from
29.3% in Interim Period 1998 to 29.0% in Interim Period 1999. U.S. Fiber Cement
gross profit margin decreased by 3.6% with a 5.2% decline in selling prices and
increased costs, mainly in the second quarter and associated with the
commissioning of the Tacoma, Washington plant and the start up of additional
capacity at Plant City, Florida and Cleburne, Texas. Gypsum gross profit margins
increased by 2.7%, primarily due to an increase in average sales prices, offset
by an increase in gypsum rock prices for the Seattle, Washington plant and
start-up costs in commissioning the additional production capacity at the Las
Vegas, Nevada and Seattle, Washington plants. In addition, the Las Vegas and
Seattle plants yield lower margins than Nashville, Arkansas. The increased sales
volume for these plants reduced average gross margins. Australia/New Zealand
Fiber Cement gross profit margin decreased by 6.3%. This was due to
unanticipated and continuing commissioning costs associated with upgrading
Australian fiber cement manufacturing facilities, reduced average net selling
prices due to increased competition and a change in product mix. Building
Systems gross profit margin increased

40
<PAGE> 43

by 2.4% due to a higher proportion of rental revenue. Windows gross profit
margin improved by 2.3%, due to improved pricing, sales mix and production
efficiencies, offsetting increased aluminum and wood prices.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $0.6 million from $108.1 million in Interim
Period 1998 to $108.7 million in Interim Period 1999. Expressed as a percentage
ratio of net sales, the ratio remained constant at 17.2%.

Selling, general and administrative expenses include research and
development costs which amounted to $10.5 million in Interim Period 1999, a
reduction of $2.1 million compared to Interim Period 1998. This reduction was
due to fewer personnel being employed within the Sydney-based research and
development center and the effect of the weakening Australian dollar, partially
offset by an increase in spending at the Development Center in Fontana,
California to support the development and commercialization of Harditrim(TM),
the first product in the Company's new, proprietary low density product
platform.

Restructuring and Other Operating Expenses. Restructuring and other
operating expenses were $2.2 million and $1.2 million in Interim Period 1998 and
Interim Period 1999, respectively, resulting from employee terminations and
other restructuring costs associated with the Australian fiber cement
manufacturing restructuring and upgrade program.

Operating Profit. Operating profit decreased by $0.9 million from $74.1
million in Interim Period 1998 to $73.2 million in Interim Period 1999. As
described above, improvements in gross profits within the U.S. Operations and
reduced general corporate costs were offset by reduced revenues in the
Australian and New Zealand operations and the adverse effect of foreign exchange
rates.

Interest Expense and Interest Income. Interest expense decreased by $4.3
million from $28.1 million in Interim Period 1998 to $23.8 million in Interim
Period 1999 primarily as a result of decreased borrowing following the debt
refinancing and also as a result of interest rate reductions. Interest income
declined by $8.8 million from $21.2 million in Interim Period 1998 to $12.4
million in Interim Period 1999, primarily due to a reduction in the average
level of deposits following repayment of debt and the settlement of the
Firmandale matter. As part of the Reorganization, the Company revised the debt
funding structure and does not have a substantial cash balance.

Equity Income -- RCI. Equity income from RCI Corporation ceased following
the sale of the investment in RCI in fiscal year 1998. In Interim Period 1998
such equity income was $4.8 million.

Other Nonoperating Expenses, Net. Other nonoperating expenses, net were
$4.8 million in Interim Period 1999. This expense primarily represents costs
associated with the Reorganization, amounting to $8.4 million, the provision of
$2.5 million against other investments and the $6.1 million profit on the sale
of one of the Company's portfolio investments. Other nonoperating expenses, net
were $10.5 million in Interim Period 1998. This expense represents losses
incurred by JHIL under a transaction it entered into with Firmandale in 1987. In
March 1998, JHIL entered into a comprehensive settlement of all litigation
arising out of the Firmandale transaction. Any ongoing obligations associated
with the Firmandale transaction will remain with JHIL and will not be
transferred to or assumed by the Company as part of the Reorganization. See Note
12 to the Consolidated Financial Statements

Income Taxes. Income tax expense increased by $3.4 million from $19.2
million in Interim Period 1998 to $22.6 million in Interim Period 1999. The
Company's effective tax rate on income from continuing operations was 37.6% in
Interim Period 1998 compared to 39.6% in Interim Period 1999. The increase in
effective tax rate was primarily due to losses not tax-effected in the
Philippines and in relation to costs of the Reorganization.

YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1997

Total Net Sales. Total net sales increased by $108.9 million or 15.3% from
$713.4 million in fiscal year 1997 to $822.3 million in fiscal year 1998. The
growth in net sales was primarily attributable to increased volume in U.S. Fiber
Cement and Gypsum (which benefited from the first full-year of sales from the

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Nashville, Arkansas gypsum operation acquired in February 1997), partially
offset by decreases in fiber cement prices in the United States, Australia and
New Zealand.

U.S. Fiber Cement Sales. U.S. Fiber Cement sales increased by $32.4
million or 21.8% from $148.7 million in fiscal year 1997 to $181.1 million in
fiscal year 1998. The growth in sales was primarily due to a 31.2% increase in
volume from 317 mmsf in fiscal year 1997 to 416 mmsf in fiscal year 1998
resulting from continued penetration of the Company's fiber cement products in
the siding market and strong growth in volumes in the Southcentral region.
Volume was also positively impacted by an increase in production capacity from
480 mmsf to 770 mmsf due to the addition of 290 mmsf of capacity at the
Company's Cleburne, Texas plant in April 1997. The increase in sales volume was
partially offset by a 7.2% decrease in average selling price from $469 to $435
per msf which was a result of increased competition and over-capacity in the
overall siding industry.

Gypsum Sales. Gypsum sales increased $96.7 million or 93.1% from $103.8
million in fiscal year 1997 to $200.5 million in fiscal year 1998. The growth in
sales was primarily due to a 80.3% increase in volume to 1,555 mmsf mainly
resulting from the first full-year of contribution from the Nashville, Arkansas
plant which was acquired in February 1997. The increase in sales was also
positively affected by a 7.3% improvement in average sales prices over fiscal
year 1997. The expansion in the capacity of the Seattle, Washington plant from
260 mmsf to 620 mmsf was completed in the latter half of calendar 1997 and had
little impact on the fiscal year 1998 results.

Australia/New Zealand Fiber Cement Sales. Australia/New Zealand Fiber
Cement sales declined $50.5 million or 19.2% from $262.1 million in fiscal year
1997 to $211.6 million in fiscal year 1998. In local currency terms, the decline
was 11.3%. The decrease in sales was due primarily to a 6.0% decrease in sales
volume from 318 mmsf in fiscal year 1997 to 299 mmsf in fiscal year 1998. The
reduction in sales volume was a result of increased competition in Australia
and, to a lesser extent, increased volumes of lower-priced imports from Asia in
both Australia and New Zealand. Sales were further negatively impacted by
increased competition which necessitated price reductions in New Zealand.

Building Systems Sales. Building Systems sales increased by $14.1
million or 10.5% from $133.8 million in fiscal year 1997 to $147.9 million in
fiscal year 1998. In local currency terms, the rise was 21.5%. The increase in
sales in this segment was primarily due to increased sales in the mining sector,
including the addition of three major contracts for mining camp and village
accommodation in fiscal year 1998.

Other Sales. Sales by the Philippines operation and the windows
businesses increased by $16.2 million or 24.9% from $65.0 million in fiscal year
1997 to $81.2 million in fiscal year 1998. In local currency terms, the rise was
37.1%. The increase was primarily due to the commencement of sales by the
Company's Philippines operation as part of a pre-production marketing campaign
using product primarily imported from Australia. Sales by the windows operation
increased by $5.5 million or 8.9% from $61.4 million in fiscal year 1997 to
$66.9 million in fiscal year 1998. In local currency terms, the rise was 19.8%.

Gross Profit. Gross profit increased by $25.3 million or 12.4% from $204.7
million in fiscal year 1997 to $230.0 million in fiscal year 1998. The Company's
overall gross profit margin declined from 28.7% in fiscal year 1997 to 28.0% in
fiscal year 1998. Sales of fiber cement imported from the Company's Australian
and New Zealand manufacturing operations by the Company's Philippines operation
started during fiscal year 1998 as part of a marketing campaign in advance of
commencement of local production. These sales were made at a loss due to import
tariffs and shipping costs. These imports substantially decreased upon the
commencement of local manufacturing in the Philippines in December 1998. U.S.
Fiber Cement gross profit margin improved by 3.5 percentage points with a 7.2%
decline in selling prices more than offset by a decrease in pulp prices, an
improvement in manufacturing efficiencies, the absence of significant factory
start-up costs and an approximately 10.0% decline in freight costs due primarily
to the opening of the Cleburne, Texas plant. Gypsum gross profit margins
improved by 0.8 percentage points, primarily due to a 7.1% increase in sales
prices, offset in part by an increase in fixed cost of sales of $18 million,
primarily as a result of the inclusion of a full year of the Nashville operation
and a one-time cost of $0.9 million associated with the capacity expansion in
Las Vegas. Australia/New Zealand Fiber Cement gross profit margin increased by
1.6 percent-

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<PAGE> 45

age points in fiscal year 1998. Fiscal year 1997 was adversely affected by a
$7.8 million warranty provision established with respect to two specific
products that were sold until fiscal year 1991 only in Australia and New
Zealand. One of the products was modified to avoid recurrence of the problem and
the other product has been discontinued. During fiscal year 1997, the Company
initiated a restructuring and upgrade of its Australian fiber cement
manufacturing facilities, which is expected to result in total capital costs of
$28.0 million and total expenses of $17.5 million over fiscal years 1997, 1998
and 1999. The benefits of this program are expected to be realized during fiscal
year 2000 and subsequent years. Building Systems gross profit margin decreased
by 3.0 percentage points in fiscal year 1998, primarily due to the discounting
of sales prices to retain market share against increased competition. Windows
gross profit margin improved by 1.9 percentage points in fiscal year 1998.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by $7.6 million or 5.1% from $150.3 million in
fiscal year 1997 to $142.7 million in fiscal year 1998. Expressed as a
percentage ratio of net sales, the ratio improved by 3.7 percentage points from
21.1% in fiscal year 1997 to 17.4% in fiscal year 1998. The decrease was
primarily due to a $10.1 million decrease resulting from the restructuring of
Australia/New Zealand Fiber Cement and the closure of the Brooklyn, Australia
fiber cement operations. The decrease was partially offset by a $7.1 million
increase within U.S. Fiber Cement due to additional staffing to provide the
sales and marketing infrastructure necessary to maintain volume growth,
increased marketing expenditure on fiber cement products, restructuring costs
associated with the consolidation of the customer service, finance, information
services and administration departments of the U.S. businesses to one location
and the commencement of goodwill amortization on the Nashville, Arkansas
acquisition. In addition, the decrease in selling, general and administrative
expenses was partially offset by a $4.5 million increase due to the continued
build up of the Philippines operations.

Selling, general and administrative costs include research and development
costs which amounted to $18.0 million in fiscal year 1998, an increase of $3.0
million over fiscal year 1997, primarily due to the opening in April 1997 of the
Company's fiber cement Development Center in Fontana, California.

Restructuring and Other Operating Expenses. Restructuring and other
operating expenses were $5.1 million in fiscal year 1998 and $38.8 million in
fiscal year 1997. Asset write-offs, environmental costs, employee terminations
and other restructuring costs related to the Australian fiber cement
manufacturing restructuring and upgrade program amounted to $17.8 million in
fiscal year 1997 and $5.1 million in fiscal year 1998. As part of the
restructuring program, 97 employees were terminated, of which 86 were factory
employees and 11 were sales, marketing or administrative employees. In fiscal
year 1997, the Company incurred a $21.0 million write-off of all of the goodwill
related to the windows business as a result of continuing losses in that
business.

Operating Profit. Operating profit increased by $66.6 million from $15.6
million in fiscal year 1997 to $82.2 million in fiscal year 1998. As described
above, the fiscal year 1997 results were significantly impacted by non-recurring
charges related primarily to the Australian fiber cement manufacturing
rationalization and upgrade program and the windows goodwill write-off.
Excluding these non-recurring charges, the operating profit would have increased
by $32.9 million or 60.5% from $54.4 million in fiscal year 1997 to $87.3
million in fiscal year 1998. In addition, the fiscal year 1998 results benefited
from increased sales and gross profit margins in U.S. Fiber Cement and Gypsum
and reduced operating losses, excluding the goodwill write-off, in the windows
business of $5.0 million in fiscal year 1998 compared to losses of $7.8 million
in fiscal year 1997. This was offset in part by a reduction in revenues in
Australia/New Zealand Fiber Cement.

Equity Income -- RCI. Equity income from RCI Corporation decreased from
$9.2 million in fiscal year 1997 to $6.2 million in fiscal year 1998. The
Company disposed of its investment in RCI Corporation in October 1997.

Interest Expense and Interest Income. Interest expense decreased by $2.0
million from $39.6 million in fiscal year 1997 to $37.6 million in fiscal year
1998. The decrease was primarily due to reductions in U.S. dollar and New
Zealand borrowing costs, as well as increased benefits from U.S. dollar interest
rate swaps, partially offset by an increase in average borrowings over the year.
Interest income declined by $2.5 million from $30.8 million in fiscal year 1997
to $28.3 million in fiscal year 1998. The decrease was

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<PAGE> 46

primarily due to a decline in AUD interest rates and a decline in interest
income from currency swaps due to narrowing interest differentials, which was
offset by an increase in the level of average AUD deposits held. As part of the
Reorganization, the Company has established a new debt funding structure and
does not have a substantial cash balance.

Other Nonoperating Expenses, Net. Other nonoperating expenses, net were
$12.1 million in fiscal year 1998 and $14.6 million in fiscal year 1997. Of
these amounts, $12.2 million in fiscal year 1998 and $14.7 million in fiscal
year 1997 represent losses incurred by JHIL under a transaction it entered into
with Firmandale in 1987. In March 1998, JHIL entered into a comprehensive
settlement of all litigation arising out of the Firmandale transaction. Any
ongoing obligations associated with the Firmandale transaction will remain with
JHIL and were not transferred to or assumed by the Company as part of the
Reorganization. See Note 12 to the Consolidated Financial Statements.

Income Taxes. Income tax expense increased by $28.0 million from a $3.0
million benefit in fiscal year 1997 to a $25.0 million expense in fiscal year
1998. The Company's effective tax rate on income from continuing operations was
44.9% in fiscal year 1998 compared to 19.4% in fiscal year 1997. The increase in
the effective tax rate was primarily due to an increase in expenses not
deductible in fiscal year 1998, partially offset by an increase in rebates on
dividends received. The significant increase in both expenses not deductible and
rebates on dividends received resulted primarily from the disposal of the RCI
Corporation investment and increases in provisions for Firmandale which are not
deductible expenses.

YEAR ENDED MARCH 31, 1997 COMPARED TO YEAR ENDED MARCH 31, 1996

Total Net Sales. Total net sales increased by $88.5 million or 14.2% from
$624.9 million in fiscal year 1996 to $713.4 million in fiscal year 1997. The
growth in net sales was primarily attributable to increased volume in U.S. Fiber
Cement, following the addition of two new lines at the Company's Florida
facility. Net sales were also positively impacted by increased gypsum wallboard
capacity and an increase in the average selling price of gypsum wallboard.

U.S. Fiber Cement Sales. U.S. Fiber Cement sales increased by $48.0
million or 47.7% from $100.7 million in fiscal year 1996 to $148.7 million in
fiscal year 1997. The growth in revenue was primarily due to a 44.1% increase in
volume from 220 mmsf in fiscal year 1996 to 317 mmsf in fiscal year 1997
resulting from continued penetration into the siding market and the availability
of additional capacity from the addition of two new lines at the Company's Plant
City, Florida facility. During the peak building season, the Company's U.S.
fiber cement manufacturing facilities operated at full capacity and for several
months demand exceeded the Company's U.S. manufacturing capacity. The average
selling price was stable compared to fiscal year 1996 levels.

Gypsum Sales. Gypsum sales increased by $26.8 million or 34.8% from
$77.0 million in fiscal year 1996 to $103.8 million in fiscal year 1997. The
growth in sales was primarily due to a 26.8% increase in sales volume from 680
mmsf in fiscal year 1996 to 862 mmsf in fiscal year 1997, of which 113 mmsf was
due to the acquisition of the Nashville, Arkansas operation in February 1997.
The increase in sales volumes can also be attributed to the capacity expansion
in Las Vegas, Nevada completed in the latter part of 1996. The increase in sales
was also positively affected by a 5.5% improvement in average sales price over
fiscal year 1996.

Australia/New Zealand Fiber Cement Sales. Australia/New Zealand Fiber
Cement sales declined by $2.5 million or 1% from $264.6 million in fiscal year
1996 to $262.1 million in fiscal year 1997. In local currency terms, the decline
was 6.7%. Volumes declined by 8.6% from 348 mmsf in fiscal year 1996 to 318 mmsf
in fiscal year 1997, reflecting the decline in home building activity over the
period and the effect of increased competition in Australia. Results were also
impacted by declining prices and the strengthening of the Australian dollar.

Building Systems Sales. Building Systems sales increased by $15.6
million or 13.2% from $118.2 million in fiscal year 1996 to $133.8 million in
fiscal year 1997. In local currency terms, the rise was 6.7%. The increase in
sales was primarily due to stronger demand from the mining and resources sector
and also from the expansion of the modular buildings rental fleet.

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<PAGE> 47

Other Sales. Other sales were substantially unchanged and predominately
reflect the sales by the windows business, which were $61.4 million in fiscal
year 1997 and $58.5 million in fiscal year 1996.

Gross Profit. Gross profit increased by $9.7 million or 5.0% from $195.0
million in fiscal year 1996 to $204.7 million in fiscal year 1997. The Company's
overall gross profit margin declined from 31.2% in fiscal year 1996 to 28.7% in
fiscal year 1997. U.S. Fiber Cement gross profit margin declined by 1.5
percentage points primarily due to an increase of $10.2 million in fixed cost of
sales due to the commissioning of two additional lines at the Florida facility
and the construction of the Texas facility. Variable cost of sales was
consistent with fiscal year 1996. Gypsum profit margins improved by 8.5
percentage points primarily due to a 6.4% increase in average sales price.
Australia/New Zealand Fiber Cement gross margins in fiscal year 1997 declined
7.0 percentage points compared to fiscal year 1996, reflecting the effect of
increased competition and a non-recurring $7.8 million warranty provision.
Building Systems gross profit margin improved by 0.3 percentage points in fiscal
year 1997. Gross profit margin in the Other segment declined 2.8 percentage
points compared to 1996 reflecting the competitive pressures within the windows
operations and additional costs as a result of an acquisition.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $16.2 million or 12.1% from $134.1 million
in fiscal year 1996 to $150.3 million in fiscal year 1997. Expressed as a
percentage ratio of net sales, the ratio improved by 0.3 percentage points from
21.4% in fiscal year 1996 to 21.1% in fiscal year 1997. The increase in expenses
was primarily due to additional staffing within U.S. Fiber Cement to support
increased sales volumes and also the commencement of the Philippines operation.
The selling, general and administrative category includes research and
development costs which amounted to $15.0 million in fiscal year 1997, an
increase of $2.9 million over fiscal year 1996.

Restructuring and Other Operating Expenses. Restructuring and other
operating expenses amounted to $38.8 million in fiscal year 1997 (versus none in
fiscal year 1996) and had two components. The period costs of the restructuring
and upgrade of the Company's Australian fiber cement manufacturing facilities
and other restructuring costs related to Australia/New Zealand Fiber Cement
amounted to $17.8 million. Following the acquisition of Trend Windows in
December 1994, sales declined severely during fiscal year 1996 and 1997 as a
result of a slump in housing starts which was not foreseen at the time of
acquisition. In February and March 1997, a Board review of the windows business
plans for 1998 to 2000 and a full post-implementation review of the windows
acquisition revealed that the windows business would continue to incur future
operating losses due to changes in market and economic trends. These changes in
circumstances indicated that the recoverability of the carrying amount of the
windows business long-lived assets, including goodwill, should be assessed. JHIL
estimated the future cash flows (undiscounted and without interest charges)
expected to result from the use of the assets of the windows business and their
eventual disposition. As the sum of the expected future cash flows was less than
the carrying amount of the assets, JHIL had to recognize an impairment loss,
measured as the amount by which the carrying amount exceeds the fair value of
the assets. JHIL determined the fair value of the assets using the present value
of estimated expected future cashflows. The carrying amount exceeded the fair
value of the assets by $21.0 million. In instances where goodwill is identified
with assets that are subject to an impairment loss, Statement of Financial
Accounting Standards ("SFAS") No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" requires the
carrying amount of the identified goodwill to be eliminated before reducing the
carrying amount of impaired long-lived assets. Accordingly, JHIL wrote off $21.0
million in goodwill related to the windows business during fiscal year 1997.

During fiscal year 1997, JHIL adopted a plan to restructure and upgrade its
fiber cement plants in Australia due to changes in technology. The upgrade
included a complete replacement of existing machinery with new machinery
designed to handle new technological innovations in fiber cement. The existing
machinery and equipment could not be used with the new technology and did not
have any alternate uses. These changes in circumstances resulted in JHIL
recognizing an impairment loss of $11.4 million to reduce the carrying amount of
the assets to zero.

Operating Profit. Operating profit decreased by $45.3 million from $60.9
million in fiscal year 1996 to $15.6 million in fiscal year 1997. The decrease
was primarily due to the restructuring and other charges

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<PAGE> 48

discussed above and, to a lesser extent, the negative effect of competition in
the Australia/New Zealand Fiber Cement segment. In addition, increased losses in
the windows business, excluding the goodwill write-off, of $7.8 million in
fiscal year 1997 compared to $2.9 million in fiscal year 1996, which was due to
the costs associated with restructuring and modernizing the business,
contributed to the decrease in operating profit. This was offset in part by
growth in both the U.S. Fiber Cement and Gypsum operations. Excluding these
non-recurring charges, the operating profit would have decreased by $6.5 million
or 10.7% from $60.9 million in fiscal year 1996 to $54.4 million in fiscal year
1997.

Equity Income -- RCI. Equity income from RCI Corporation increased from
$7.9 million in fiscal year 1996 to $9.2 million in fiscal year 1997, reflecting
the increased profitability of RCI Corporation due to a decrease in interest
rates.

Interest Expense and Interest Income. Net interest expense declined $9.1
million or 18.7% from $48.7 million in fiscal year 1996 to $39.6 million in
fiscal year 1997 primarily due to a decline in average gross borrowings over the
year as a result of the use of a portion of the proceeds from the divestiture
program to reduce debt. The average interest rate on borrowings also declined
slightly over the period, mainly due to declines in AUD and U.S. dollar short
term borrowing rates. Interest income declined by $2.3 million or 6.9% from
$33.1 million in fiscal year 1996 to $30.8 million in fiscal year 1997. The
reduction in AUD deposit rates and, to a lesser extent, U.S. dollar deposit
rates, contributed to the decline, despite the average level of deposits
remaining fairly stable between fiscal years 1996 and 1997.

Other Nonoperating Expenses, Net. Other non-operating expenses, net were
$15.0 million in fiscal year 1996 and $14.6 million in fiscal year 1997. Losses
incurred by JHIL related to the Firmandale transaction were $17.9 million in
fiscal year 1996 and $14.7 million in fiscal year 1997. Any ongoing obligations
associated with the Firmandale transaction remain with JHIL as part of the
Retained Assets and Liabilities and were not transferred to or assumed by the
Company as part of the Reorganization. See Note 12 to the Consolidated Financial
Statements.

Income Taxes. Income tax expense decreased from an expense of $2.8 million
in fiscal year 1996 to a benefit of $3.0 million in fiscal year 1997. The
Company's effective tax rate on income from continuing operations was 13.4% in
fiscal year 1996 compared to 19.4% in fiscal year 1997. The increase in the
effective tax rate was primarily due to a reduction in the research and
development incentive in 1997. The 1996 effective tax rate was also adversely
impacted by a tax rate change in 1996.

DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEMS

The Company did not have any net income from discontinued operations in
Interim Period 1999. During fiscal year 1998, JHIL completed its divestment
program with the disposition of its pipelines business. This disposition
resulted in income from discontinued operations of $9.6 million in Interim
Period 1998 and $10.2 million in fiscal year 1998.

During fiscal year 1997, the Company completed a major part of the
divestment program, with the sale of the irrigation, building services and
bathroom products businesses. These dispositions resulted in a loss from
discontinued operations of $5.8 million in fiscal year 1996 and income of $103.3
million in fiscal year 1997.

The refinancing of the Company's debt as part of the Reorganization
resulted in an extraordinary loss on extinguishment of debt of $8.3 million
after tax in Interim Period 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically met its working capital needs and capital
expenditure requirements through a combination of cash flow from operations,
proceeds from the divestiture of businesses, credit facilities, proceeds from
the sale of property, plant and equipment and proceeds from the redemption of
investments. Seasonal fluctuations in working capital generally have not had a
significant impact on the Company's short-term or long-term liquidity.

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<PAGE> 49

The Company had cash and cash equivalents of $33.5 million as of December
31, 1998. As of such date, the Company also had credit facilities totaling
$428.2 million of which $375.7 million was outstanding. Of the total credit
facilities, $203.2 million was provided by banks and $225 million by purchasers
of the Notes. Of the outstanding debt, $25 million is due and payable in fiscal
year 1999 and $122.5 million of the term loan will be due and payable in fiscal
year 2002. The revolving portion of the Bank Facility can be repaid and redrawn
until maturity in 2001. The $225 million of the Notes are payable annually, in
varying tranches, from 2004 through 2013. All of the Company's outstanding debt
as of December 31, 1998 was unsecured.

As part of the Reorganization, all cash and cash equivalent balances were
retained by JHIL. JHIL established a new AUD 200 million debt facility secured
by the cash and cash equivalent balances, which was drawn and, together with the
debt facilities described above, used to retire all debt existing prior to the
Reorganization. This AUD 200 million facility terminates at the time of the
Offerings and is repayable by JHIL from the proceeds of the Offerings. In
addition, JHIL arranged an AUD 75 million facility with a two-year maturity.
This facility is secured by shares of the Common Stock indirectly owned by JHIL.
At any further selldown by JHIL of shares of the Common Stock after the
Offerings, this AUD 75 million facility will be proportionately reduced. In the
event that JHIL's ownership of shares of the Common Stock falls below 50%, this
facility will be terminated.

CASH FLOW

Cash inflow from operating activities was $100.4 million in Interim Period
1998 compared to an outflow of $16.7 million in Interim Period 1999. This
decrease of $117.1 million includes $57.3 million paid in settlement of the
Firmandale litigation. The remaining decrease of $59.8 million is principally
due to the inclusion within Interim Period 1998 of cash inflows on settlement of
accounts receivable that were retained on disposition of the pipelines business
in September 1997. Cash flow from operating activities was $109.1 million in
fiscal year 1998 and was $82.8 million in fiscal year 1997. This increase of
$26.3 million was primarily due to the increase in net income from continuing
operations.

Cash flow used in investing activities was $48.7 million in Interim Period
1998 compared to $117.8 million in Interim Period 1999. Capital expenditures
were $129.8 million in Interim Period 1998 and $111.7 million in Interim Period
1999. In Interim Period 1999, a refund of $10.5 million due to the purchaser's
overpayment at the closing of the sale of the Company's irrigation business was
paid out following mutual agreement on the closing accounts used at settlement.
Cash flow relating to investing activities used $46.7 million in fiscal year
1998 and provided $118.4 million in fiscal year 1997. Capital expenditures of
$147.7 million in fiscal year 1998 were partially offset by cash generated in
the amount of $61.4 million from the disposal of subsidiaries and businesses.
Outlays of $94.7 million for the acquisition of the Nashville, Arkansas facility
and $159.4 million on capital expenditures in fiscal year 1997 were offset by
cash generated in the amount of $375.7 million from the disposal of
subsidiaries, businesses and investments.

Net cash used in financing activities was $67.6 million in Interim Period
1998 compared to $168.1 million in Interim Period 1999. This increase was
primarily due to the repayment of borrowings as part of the Reorganization. Net
cash flows from borrowing and related hedging activities amounted to a $47.3
million outflow in Interim Period 1998 and a $148.0 million outflow in Interim
Period 1999. Dividend payments of $28.1 million were made in Interim Period 1998
compared to $18.7 million in Interim Period 1999. Net cash used for financing
activities was $63.9 million in fiscal year 1998 as compared to $14.6 million of
net cash provided in fiscal year 1997. Dividend payments of $28.1 million were
made in fiscal year 1998 and $16.6 million in fiscal year 1997. Net cash flows
from borrowing and related hedging activities amounted to a $47.9 million
outflow in fiscal year 1998 and a $93.7 million inflow in fiscal year 1997. In
fiscal year 1997, a payment of $72.1 million was made to redeem shares held by a
minority interest.

While there can be no assurance, management believes that cash flow from
operations and funds from the proposed new credit facilities will be adequate to
meet the Company's cash flow requirements for the next eighteen months.

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CAPITAL EXPENDITURES

The Company's total capital expenditures for continuing operations for
fiscal years 1997 and 1998 amounted to $172.1 million and $154.8 million,
respectively, and for the nine months ended December 31, 1998 amounted to $87.4
million. The capital expenditures were primarily used to create additional low
cost, high volume manufacturing capacity to meet increased demand for the
Company's fiber cement and gypsum products and to increase the efficiencies of
existing capacity.

Significant capital expenditures in the nine months ended December 31, 1998
included continued construction of the Company's new fiber cement plants in
Tacoma, Washington which was completed in June 1998 and in the Philippines which
was completed in December 1998; the construction of facilities to produce fiber
cement trim products in Cleburne, Texas; and the expansion of the Nashville,
Arkansas gypsum facility.

Significant capital expenditures in fiscal year 1998 included the
construction of the Company's fourth U.S. fiber cement plant in Tacoma,
Washington; the construction of the Company's Philippines fiber cement plant;
the expansions of the Seattle and Las Vegas gypsum facilities; the major upgrade
of the Company's Australian fiber cement manufacturing facilities, which has now
been largely completed; and the expansion of the Company's rental fleet of
modular buildings.

During fiscal year 1997, the Company commissioned two new production lines
at Plant City, Florida to bring its annual capacity to 300 mmsf, making it one
of the largest fiber cement plants in the world; commissioned the first line at
its new fiber cement plant in Cleburne, Texas; and commenced an expansion at the
Seattle, Washington gypsum facility.

The Company currently anticipates that its capital expenditures will be
approximately $125 million in each of fiscal years 1999 and 2000, primarily
relating to expansion and maintenance capital expenditures for the fiber cement
business in the United States and the Philippines, the gypsum business and the
Building Systems Sydney Olympic Games project. Management expects to complete
the replacement of certain equipment in the Nashville, Arkansas plant in the
first and second quarters of fiscal year 2000 which will result in a one-time
non-cash charge of $6.3 million which reflects a write-off of the replaced
equipment. Capital expenditures have historically been funded from operating
activities and business divestitures.

INFLATION

The Company does not believe that inflation has had a significant impact on
the Company's results of operations for the periods presented.

SEASONALITY AND QUARTERLY VARIABILITY

Earnings are seasonal and follow activity levels in the building and
construction industry. In the United States, the quarters ending December and
March reflect reduced levels of building activity depending on weather
conditions. In Australia, the quarter ended March is usually affected by a
slowdown due to summer vacations. In addition, general industry patterns can be
affected by weather, economic conditions, industrial disputes and other factors.

YEAR 2000 PROBLEM

The term "Year 2000 Problem" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computer systems and other machinery as the Year
2000 is approached and reached. These problems generally arise from the fact
that most computer hardware and software have historically used only two digits
to identify the year in a date, which frequently results in the failure to
distinguish dates in the 2000s from dates in the 1900s. As with many other
companies, the Year 2000 Problem creates risks of disrupting the Company's
business.

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State of Readiness and Cost of the Year 2000 Problem

To assess the Year 2000 Problem, the Company has established a Year 2000
Steering Group charged with implementing the Company's comprehensive Year 2000
compliance program (the "Program"). The Program includes the following phases:
(a) identification; (b) risk assessment; (c) remediation; (d) testing; (e)
contingency planning; and (f) quality assurance. In addition, the Program
includes a business partner compliance program whereby the Company will seek to
determine whether its key suppliers, service providers and customers are
addressing Year 2000 Problems that might disrupt the Company's operations. The
total cost of the Program is estimated to be approximately $1.4 million
(excluding internal staffing costs).

Because the Company believes that its highest risk areas are its central
business systems which support the Company's accounting, sales, inventory and
manufacturing systems, implementation of the Program for these systems was
scheduled to be completed first. With respect to such central business systems,
the Company has either received vendor assurances that such systems are Year
2000 compliant or completed the identification, risk assessment and remediation
phases of the Program. Management expects that testing of these systems will be
completed by March 1999.

The Company is currently in the process of implementing the Program with
respect to its embedded hardware and factory equipment. With respect to such
equipment, the Company has already completed the identification and risk
assessment phases and is currently proceeding with its remediation phase.
Management expects that remediation of its embedded equipment will be completed
by June 1999. All of the Company's systems are expected to be Year 2000
compliant by December 1999.

The Company is implementing a business partner program to assess the
readiness of suppliers, customers and service providers. This program, which
commenced in April 1998 and continues throughout 1999, identifies all critical
partners and seeks responses in relation to their likely ability to maintain
operations as the Year 2000 is approached and reached. Based on its assessment
of the responses to date, management has no reason to believe that the Company's
operations will be put at material risk as a result of a Year 2000 failure in
any of its business partners' operations.

Risks Presented by the Year 2000 Problem

Based on the phases of the Program that have already been completed,
management does not believe that there are any critical systems that present a
material risk of not being Year 2000 compliant or for which a suitable
alternative cannot be implemented. As the Program proceeds into subsequent
phases, however, it is possible that the Company may identify systems that do
present a material risk of a Year 2000-related disruption. It is possible that
such a disruption could have a material adverse effect on the Company's
business, results of operations and financial condition. Furthermore, if a
business partner which provides goods or services that are critical to any of
the Company's businesses fails to appropriately address its Year 2000 Problem,
the resulting disruption could have a material adverse effect on the Company's
business, results of operations and financial condition.

Contingency Plans

The Program calls for the development of contingency plans for all systems
which have been identified as having an extreme or high risk impact on a
business function. The Company has identified certain systems for which Year
2000-specific contingency plans are required and intends to develop such
contingency plans by mid-1999.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements.

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BUSINESS

GENERAL

The Company pioneered the successful development of cellulose reinforced
fiber cement in the early 1980s with its proprietary product formulation and
process technology. The Company has continued to develop and enhance its fiber
cement technology, deriving significant cost and efficiency benefits and
establishing itself as a leader in this product category. The Company's fiber
cement products are utilized in various markets including new residential
construction, manufactured housing, repair and remodeling and a variety of
commercial and industrial applications. The Company manufactures numerous types
of fiber cement products with a variety of patterned profiles and surface
finishes for a range of applications including external siding, roofing,
internal linings, facades, fencing and floor and tile underlayments. In contrast
to some other building materials, fiber cement provides durability attributes
such as strong resistance to moisture, fire, impact and termites, requires
relatively little maintenance and can be used as a substrate to create a wide
variety of architectural effects with textured and colored finishes. During
fiscal year 1998, management believes, based on its analysis of competitors'
sales, that the Company sold approximately 83% of the fiber cement sold in the
United States, 84% of the fiber cement sold in Australia and 93% of the fiber
cement sold in New Zealand. Management estimates that the Company had
approximately 7% of the U.S. external siding market in fiscal year 1998.

In the United States, the Company is seeking to capitalize on its
leadership position in fiber cement by building related businesses such as
gypsum wallboard. The fiber cement and gypsum wallboard businesses have similar
end users and together form a large part of the internal and external building
envelope, particularly for residential construction. In the repair and remodel
segment, the Company is able to utilize common distribution channels for its
fiber cement and gypsum wallboard products. The Company has been able to apply
many of the continuous production and plant operating methods from the mature
and efficient gypsum wallboard industry to its fiber cement operations. This has
assisted the Company in its efforts to rapidly improve the speed and efficiency
of its fiber cement operations.

During fiscal year 1998, the Company's U.S. Fiber Cement business accounted
for $181.1 million of net sales, Gypsum accounted for $200.5 million of net
sales, Australia/New Zealand Fiber Cement accounted for $211.6 million of net
sales, Building Systems accounted for $147.9 million of net sales and Other
products (which includes windows and fiber cement operations in the Philippines)
accounted for $81.2 million of net sales. Operating profit from U.S. Operations
(U.S. Fiber Cement and Gypsum) as a percentage of total operating profit before
expenses in connection with the Sydney-based research and development center and

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certain general corporate costs, which benefit all segments, was 72.4% in fiscal
year 1998 and 87.6% for the nine months ended December 31, 1998. See "Selected
Financial and Operating Data."

COMPETITIVE STRENGTHS

The Company believes the following competitive strengths provide a strong
platform for growth:

International Leadership Position in Fiber Cement

The Company pioneered the successful development of cellulose reinforced
fiber cement in the early 1980s with its proprietary product formulation and
process technology. The Company's sales of fiber cement in the United States
have grown from $34.3 million in fiscal year 1994 to $181.1 million in fiscal
year 1998, displacing traditional building materials in the United States,
principally wood-based products. The Company has demonstrated a leadership
position in the fiber cement product category. Fiber cement competes in a range
of markets, typically on the basis of its durability, easy workability, cost and
aesthetic properties. In the United States, the Company estimates that it has
grown its share of the external siding market from less than 1% in 1993 to
approximately 7% in 1998. In Australia, during fiscal year 1998, the Company
sold approximately 80% of all of the external soffits, 8% of all of the external
cladding and 52% of all of the wet area internal linings used in residential
construction. Substantial research and development effort has been focused on
the introduction of new and improved fiber cement products and systems. For
example, the Company launched a new generation of low density fiber cement trim
products in October 1998. See "-- Technological Leader in Fiber Cement Products
and Process Innovation." As a result, management believes that the Company has
developed an international reputation for quality and innovation in fiber
cement.

Technological Leader in Fiber Cement Products and Process Innovation.

The Company has capitalized on its strong market positions to maintain
leadership in product research and development and process technology
enhancements. In fiscal year 1998, the Company invested approximately 4.6% of
fiber cement sales revenue ($18.0 million) in research and development. See
"-- Research and Development in Fiber Cement Technology." In previous years, the
Company's fiber cement research and development focus was aimed primarily at
enhancing process technology to improve operating efficiency while maintaining
quality. Management believes that efficiencies in the Company's processing
methods and proprietary formulations allow these products to be produced at a
lower cost relative to many of its fiber cement competitors. More recently, the
Company has focused its research efforts on developing new and differentiated
products and systems designed to deliver superior value for the Company's
customers. The Company believes that a focus on value creation for the customer
ensures that the development of differentiated products and systems is a
coordinated effort involving marketing, research and development and production
personnel. The recent launch of a new generation of low density fiber cement
trim products in the United States (Harditrim(TM)) is an example of the
Company's ability to develop and commercialize new, differentiated fiber cement
products. Harditrim(TM) utilizes proprietary technology developed by the Company
to create a less dense fiber cement product. Harditrim(TM) is the first product
to be commercialized that uses this "low density" technology and is a substitute
for thick wood and engineered wood. The Company is the only fiber cement
producer currently marketing this type of product. This low density technology
is expected to form the basis for further new and differentiated products in the
future.

Low Cost Supplier of Fiber Cement

The Company has built high volume, low cost fiber cement manufacturing
plants in the United States based on its proprietary designs and specifications.
These plants have incorporated the latest production and process knowledge
gained from earlier plants and continued research and development efforts.
Management believes that the location of the Company's plants in Texas,
California, Florida and Washington positions the Company near high growth
markets in the United States while minimizing transportation costs in connection
with product distribution and raw material sourcing. Due to these cost
efficiencies, combined with volume growth and production improvements,
management believes the Company is one of the lowest cost suppliers of fiber
cement in each of the markets it serves. Over the past four years, the Company
has adopted an

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aggressive capital investment strategy aimed at expanding capacity to meet
growing market demand. This has also enabled the Company to achieve increased
economies of scale and improve operating efficiencies.

Strong Competitive Niche Position in Gypsum Wallboard

The Company has developed a strong, low cost niche position in the gypsum
wallboard industry and is now the fourth largest producer in the United States
with approximately a 7% share of industry capacity based on Company estimates.
Management believes that the Company's manufacturing facilities in Arkansas
(after the completion of the current expansion project), Nevada and Washington
are among the lowest cost plants in their respective markets and service large
regional areas which in the aggregate accounted for approximately two-thirds of
total U.S. demand during the Company's fiscal year 1998. A $158 million
expansion program over the past three years has expanded the Company's capacity
by 368% and enhanced its competitive position, in large part, by reducing the
cost structure. During the last fiscal year, the Company has more than doubled
the capacity of its gypsum wallboard plant in Seattle and increased capacity at
the Las Vegas gypsum wallboard plant by 30%.

The Company serves as a low cost supplier in the Pacific Northwest through
its strong position in Washington where it is the larger of two U.S. producers.
United States Gypsum Company recently announced its intention to construct a new
gypsum wallboard manufacturing facility in Rainier, Oregon which is scheduled to
be operational in 2001. This market purchases about 75% of its gypsum wallboard
needs from producers in the region. The Company's Las Vegas plant is located
adjacent to one of the westernmost commercially viable natural gypsum rock
sources to the major Southwest markets, enabling the Company to be a low cost
supplier to these markets. The Nashville, Arkansas plant, which is currently
being expanded, is located on one of the easternmost commercially viable natural
gypsum rock sources in the Southeast region, enabling the Company to be a low
cost supplier to its primary markets in this region. The Company believes that
the combination of the location of its plants, low production costs and low
overhead base provides a significant competitive advantage.

BUSINESS STRATEGY

The Company's strategic objective is to increase shareholder value by
expanding its leadership position in the manufacturing and marketing of fiber
cement and capitalizing on this position to build related businesses in the
building and construction industries worldwide. The Company seeks to maintain
its competitive advantage in fiber cement through the continued development of
differentiated products and improved process technology. In the Company's gypsum
wallboard business, management believes that the Company's cost position will
enable it to maintain high levels of capacity utilization through industry
downturns. Combined, these global strategies are intended to mitigate the
Company's susceptibility to construction cycles. The international nature of the
Company's business also reduces exposure to regional construction cycles. More
specifically, the Company's strategies include the following:

Increase Demand for Fiber Cement Products

The Company plans to increase demand for fiber cement products in the
United States, Australia, New Zealand and selected Asian markets through the
continued displacement of more traditional building materials. The Company is
investing significant effort into educating builders, contractors and consumers
with respect to the performance, design and cost advantages of new and existing
fiber cement products over competing products. In the United States, management
estimates that fiber cement comprised approximately 10% of the new residential
construction segment of the external siding market in fiscal year 1998 and
approximately 6% and 1%, respectively, of the manufactured housing and
repair/remodel segments. Research commissioned by the Company indicates that its
products are generally preferred by homeowners over alternative siding products,
once they have been made aware of the features of the Company's products. As a
result of this research, in 1998 the Company began a national and regional U.S.
marketing campaign to raise awareness of the Company's siding products among
consumers. In Australia, management estimates that approximately 80% of new
residential construction utilized masonry as the external siding material in
1997.

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The Company is marketing its products as a substitute for masonry and is
highlighting the cost, architectural and aesthetic advantages over brick.

Defend Current Position in Fiber Cement

Competition in the fiber cement business continues to increase. Management
believes that the Company has superior products, a broad product range, a
leading position in fiber cement and low cost manufacturing facilities which
leave it well positioned to defend against this increasing competition. To
continue to protect its position, the Company intends to further expand its
product line by launching new products and applications for fiber cement.
Additionally, the Company seeks to maintain excess capacity in its fiber cement
manufacturing facilities to allow it the flexibility to meet surges in customer
demand and to minimize the business that may be lost through an inability to
supply its fiber cement products. Consequently, its first manufacturing plant in
California has been expanded twice and three new plants have been constructed in
Florida, Texas and Washington, at an aggregate cost of approximately $200
million over four years. Concurrently with increasing capacity in the United
States, the Company has been upgrading and consolidating its capacity in
Australia and New Zealand. In Australia, a three year, AUD 40 million upgrade
program has been implemented that management believes will result in reduced
manufacturing costs primarily through increased automation. In New Zealand,
upgrading of the factory and warehouse facilities has resulted in increased
production capacity and lower costs. See "-- Manufacturing Facilities."

Continue to Develop New and Differentiated Fiber Cement Products

Expand into New Geographic Markets for Fiber Cement Products

The Company plans to continue to expand into new geographic markets for
fiber cement products. Sales of fiber cement outside the United States,
Australia and New Zealand accounted for approximately 5% of fiscal year 1998
fiber cement revenues and approximately 4% of fiber cement revenues for the nine
months ended December 31, 1998. The Company began exporting fiber cement
products into the Philippines in the early 1980s as a plywood replacement and
commenced construction in 1997 of a manufacturing facility in Cabuyao (near
Manila) to meet local demand for its products. This new facility was
commissioned in December 1998. In addition, the Company has been exporting
products to Taiwan, Thailand, Singapore, Japan, the Middle East, Korea and
Indonesia and is exploring, over the long term, the possibility of constructing
manufacturing facilities in some of these locations. The Company has also
conducted detailed assessments of market opportunities in various other regions
around the world. The continued geographic expansion of the Company into
additional markets diversifies the Company's customer base and reduces its
exposure to seasonality and the cyclicality of the construction industry in any
one particular market.

Maintain a Strong Niche Position in the U.S. Gypsum Wallboard Industry

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share of U.S. industry capacity in the gypsum wallboard market from
approximately 7% to approximately 9% based on Company estimates. At that time,
the Company's wallboard plants will on average have the capacity to produce 2.6
times more gypsum wallboard than the current industry average on a per plant
basis. The Company believes that its competitive strengths leave it
comparatively well positioned throughout market cycles. The Company also plans
to continue to review opportunities to invest in strategically located assets
which strengthen its niche position in the U.S. gypsum wallboard industry and
which complement its international fiber cement business.

INDUSTRY OVERVIEW

U.S. Housing Industry and Fiber Cement

In the United States, fiber cement is principally used in the residential
building industry which fluctuates based on the level of new home construction
and the repair and remodeling of existing homes. The level of activity is
generally a function of interest rates, inflation, unemployment levels,
demographic trends, gross domestic product growth and consumer confidence.
Demand for building products is also affected by residential housing starts and
existing home sales, the age and size of the housing stock and overall home
improvement expenditures. According to the U.S. Census Bureau, domestic housing
starts increased from approximately 1.0 million in 1991 to approximately 1.5
million in 1994 and then remained relatively flat with little change through
1997. Also according to the U.S. Census Bureau, residential remodeling
expenditures increased from approximately $97 billion in 1991 to $115 billion in
1994 and then remained relatively flat through 1997.

Fiber cement is one of the fastest growing segments of the building
products industry. Total industry shipments of fiber cement were estimated by
the Company to be approximately 500 mmsf during fiscal year 1998, up 35% from
approximately 370 mmsf in fiscal year 1997. The future growth of fiber cement
products will not only depend on overall demand for building products but also
the rate of penetration of fiber cement products against competing materials
such as wood, engineered wood (hardboard and oriented strand board), vinyl and
masonry. Fiber cement competition is expected to increase with three new fiber
cement manufacturing facilities expected to be commissioned in the United States
over the next 24 months by existing or new competitors.

In the United States, the largest application for fiber cement products is
in the external siding industry. Continued strength in residential construction
combined with gains in the repair and remodel market have resulted in strong
demand for external siding products. The Company estimates that the external
siding market was 6,700 mmsf in fiscal year 1998. The Company estimates that
fiber cement could grow from approximately 7% of the U.S. external siding market
in 1998 to 16% by 2002. Siding is a component of every building and it usually
occupies more square footage than other building components, such as windows and
doors. Choice of siding material is based on installed cost, durability,
aesthetic appeal, strength, weather resistance, maintenance requirements and
cost, insulating properties and other features. Different regions of the United
States show a decided preference among siding materials according to economic
conditions, weather, materials availability and local taste. The principal
siding materials are solid wood, engineered wood, fiber cement, vinyl, masonry
and stucco. Vinyl has the largest share of the siding market and fiber cement
has been gaining market share at the expense of wood and engineered wood
products due to durability concerns and the consequent higher maintenance
requirements.

International Fiber Cement Industry

In Australia and New Zealand, fiber cement building products are used in
both the residential and commercial building industries with applications in
external cladding, internal walls, ceilings, floors, soffits and fences. The
residential building industry represents the principal market for fiber cement
products, with the level of activity in this industry a function of interest
rates, inflation, unemployment levels, demographic trends, gross domestic
product growth and consumer confidence. Demand for fiber cement building
products in Australia is also affected by the level of new housing starts and
renovation activity. New housing starts in Australia grew strongly from 124,100
in fiscal year 1991 to 181,400 in fiscal year 1995 and thereafter declined

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to a low of 125,000 in fiscal year 1997. In fiscal year 1998, housing starts
increased to 143,400. Renovation activity has increased steadily each year from
fiscal year 1992 to fiscal year 1997 for a total increase (in local currency)
over this period of 35.6%.

Fiber cement products have gained broader acceptance across a range of
product applications in Australia and New Zealand than in the United States
primarily due to their earlier introduction. Fiber cement was developed in
Australia by the Company as a replacement for asbestos cement in the early
1980s. Competition has intensified over the past three years in the Australian
market with two Australian competitors establishing manufacturing facilities and
one import competitor entering the market. Import competition has also
intensified in New Zealand resulting in price reductions. The Asian currency
crisis has reinforced this trend. See "Risk Factors -- Recent Volatility in
Asian Economies and Financial and Currency Markets."

The recent economic downturn and currency devaluations in Asia have
adversely impacted demand for building products in the sector and increased the
cost of imported products relative to Asian-based manufacturers. Management
believes, however, that fiber cement has strong growth potential in Asian
markets in the long-term as the benefits of framed construction over traditional
masonry construction are understood and accepted. In addition, the opportunity
to replace wood-based products such as plywood with the more durable fiber
cement is seen as attractive.

U.S. Gypsum Industry

In the United States, gypsum wallboard is principally used in the new
residential construction and repair and remodeling industries and, to a lesser
extent, in the non-residential construction industry. Historically, new housing
starts, particularly single-family starts, was the leading factor in the
consumption of gypsum wallboard. More recently, however, the repair and
remodeling market has become an increasingly large consumer of gypsum wallboard.
The Company believes that new residential construction and repair and remodeling
constituted approximately 45% and 35% of the gypsum wallboard market,
respectively, in 1997. The risks posed by the cyclical new residential
construction industry are somewhat mitigated by the increasing demand from the
less cyclical repair and remodeling market.

United States industry shipments of gypsum wallboard are estimated to have
increased from 20.6 billion square feet in 1987 to 27.0 billion square feet in
1998. In addition to the continued strength of the U.S. housing market, demand
for gypsum wallboard has been favorably impacted by a trend towards the
construction of larger single-family homes. According to the U.S. Census Bureau,
the median size of single-family homes in the United States has grown steadily
from approximately 1,755 square feet in 1987 to approximately 1,970 square feet
in 1997, representing an increase of approximately 12%.

Due to the commodity nature of the products, competition in the gypsum
wallboard industry is based principally on price and, to a lesser extent, on
product quality and customer service. Companies that manufacture locally can
offer more competitive pricing, benefiting from lower transportation cost. All
of the major gypsum wallboard producers, however, also sell to national
retailers and suppliers. Historically, the wallboard industry has been able to
sustain price increases when capacity utilization is above 90%. According to the
Gypsum Association, an industry trade group, total shipments of gypsum wallboard
in 1997 resulted in capacity utilization of over 95%, the fourth consecutive
year that capacity utilization has been above 90% and the fifth consecutive year
that wallboard prices have increased.

PRODUCTS

Fiber Cement

The Company offers the widest range of fiber cement products available in
the United States, Australia and New Zealand. Sales of fiber cement products
accounted for 46.9% and 47.9% of the Company's total net sales in fiscal year
1998 and for the nine months ended December 31, 1998, respectively. The
Company's total product offering is aimed at building and construction markets,
including new residential construction, manufactured housing, repair and
remodeling and a variety of commercial and industrial building applications. In
Australia, the Company's products were initially utilized for residential
applications. Over time, however,

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fiber cement has increasingly been used in nonresidential construction. In
fiscal year 1998, 12% of the Company's Australian fiber cement sales revenue was
derived from nonresidential construction. In the United States, the Company to
date has principally focused on the new residential construction market. As a
result, management believes that additional expansion opportunities exist in the
U.S. repair and remodel, manufactured housing and nonresidential construction
segments.

The Company offers a wide range of fiber cement products for both exterior
and interior applications, some of which have not yet been introduced into the
United States. In the United States and elsewhere, the Company's products are
typically sold as planks or flat sheets with a variety of patterned profiles and
finishes. Planks are used for external siding while flat sheets are used for
internal and external wall linings and floor underlay. Outside the United
States, the Company manufactures fiber cement products for use in these and
other applications such as building facades, lattice, fencing, decorative
columns and pipes.

Management believes that the Company's products provide distinctive
performance, design and cost advantages. The principal fiber cement attribute in
exterior applications is durability, particularly when compared to competing
wood and wood-based products, while offering comparable aesthetics. The
Company's fiber cement products exhibit superior resistance to the damaging
effects of moisture, fire, impact and termites. This has enabled the Company to
capitalize on the performance problems associated with certain competing
products. In particular, for external siding applications, wood and engineered
wood can have inferior durability performance to fiber cement products. A number
of engineered wood siding manufacturers have been subject to class action claims
due to the failure of their products, such as warping and rotting, and the
Company has enjoyed strong sales growth as a result of these competitive product
failures. Increasingly, the Company's siding products are specified by brand by
developers, architects and builders on new housing projects and are often
specified by the repair segment as a replacement for engineered wood product
siding. Vinyl siding products generally have better durability characteristics
than wood-based products, but typically cannot duplicate the superior aesthetics
of fiber cement and lack the characteristics necessary for effectively accepting
paint applications.

The Company's fiber cement products provide strength and the ability to
imprint simulated patterns which closely resemble patterns and profiles of
traditional materials such as wood and stucco. The surface properties provide a
superior paint-holding finish to wood and engineered wood products such that the
periods between necessary maintenance and repainting are longer. Compared to
masonry construction, the product is lightweight, physically flexible and can be
cut using readily available tools. This makes the product suitable for
lightweight construction across a range of architectural styles. The product is
especially well suited to timber or steel framed construction. The products have
a Class 1 fire rating in the United States which means they resist burning and
produce virtually no smoke when in contact with fire.

In ceramic tile underlayment applications, the Company's products provide
superior handling and installation characteristics compared to fiberglass mesh
cement boards. Compared to wood and wood-based products, the Company's products
provide the same advantages as apply to external applications. In addition, the
Company's fiber cement products provide reduced movement in response to exposure
to moisture than many alternative composition competing products, providing a
more consistent and durable substrate on which to install tiles. In internal
lining applications where exposure to moisture and impact damage are significant
concerns, the Company's products provide superior moisture resistance and impact
resistance to traditional gypsum wet area wallboard and other competing
products.

The Company emphasizes the performance attributes of its products and
continues to develop new products which, due to the materials used and the
process technology employed in their manufacture, may be difficult for
competitors to emulate. The Company believes that the proprietary nature of
these products, its ability to competitively source raw materials for these
products and the economies of scale which are derived from their manufacture
will reinforce the Company's leadership and low cost competitive position. See
"-- Research and Development in Fiber Cement Technology."

The Company expects to continue to expand and diversify its product range
in all markets where it operates, both as a domestic manufacturer and as an
exporter. As in the past, the Company believes this strategy will enable it to
access new markets for its products and to modify existing product lines to meet

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changing customer needs. For example, the launch of a new tile backer board in
fiscal year 1998 has enabled the Company to increase sales of products to home
center retailers which access the building trade and home repair markets.
Additionally, in the past year the Company launched new "beaded lap" and
"shingle" style fiber cement siding products in the United States to capitalize
on demand for these styles of siding among home builders and homeowners. In
Australia and New Zealand, new products released over the past two years include
a premium line of milled lap siding products called Primeline(TM) and an
internal lining product with improved performance features called New
Villaboard.(TM) The October 1998 U.S. launch of Harditrim,(TM) a new generation
of low density fiber cement trim products for residential construction, further
extends the Company's product range and enhances its reputation as the leader in
fiber cement innovation. The addition of Harditrim(TM) enables the Company to
offer a fiber cement system for residential construction which allows builders
to completely replace wood and engineered wood products with fiber cement in
most exterior applications. In Asia, a new system called Hardiwall(TM) has been
introduced targeting masonry construction in commercial high rise internal wall
applications. During fiscal year 2000, the Company plans to release a new range
of facade systems in Australia and Asia aimed at the commercial market.

Gypsum

Sales of gypsum wallboard products accounted for 24.4% and 30.2% of the
Company's total net sales in fiscal year 1998 and for the nine months ended
December 31, 1998, respectively. The Company produces a wide range of gypsum
wallboard products which are used as interior wall linings in residential,
commercial and specialized (moisture and fire resistant) applications at
competitive prices. These products provide aesthetic as well as sound and fire
retardant features. The majority of these products are sold under the
Hardirock,(TM) Hardikote(TM) and Hardiwall(TM) brand names. In addition, the
Company makes a wide range of gypsum plaster products for construction and
industrial applications together with specialty ground gypsum for agricultural
markets.

Building Systems

Sales of building systems products, which include modular relocatable
buildings and insulated panel products, accounted for 20.4% and 14.9% of the
Company's total net sales in fiscal year 1998 and for the nine months ended
December 31, 1998, respectively, (including sales of building systems products
in New Zealand, which are included in the Australia/New Zealand Fiber Cement
segment for accounting purposes). The Company is the Australian market leader in
the manufacture, sale and lease of modular relocatable buildings. The Company
manufactures buildings for sale as well as for its rental fleet which is the
largest in Australia at more than 7,800 units. The Company's modular buildings
are aimed at end users in the mining and resources, building and construction,
commercial and industrial and institutional buildings markets. For example,
modular buildings are used as remote mining camp accommodations, as extensions
to public buildings, as portable offices on construction sites and as temporary
classrooms. The Company has been selected to provide approximately 1,300
temporary buildings as accommodations for the athletes' village as well as 575
buildings for the media village at the Sydney Olympic Games in the year 2000.
The Company is also the Australian market leader and only national manufacturer
of insulated panel products. These products have enhanced thermal insulation
properties and are typically used in commercial buildings as architectural
features which aid in energy efficiency as well as in cool storage applications
for industries requiring climate controlled facilities such as food processing
and distribution.

Windows

Sales of window products accounted for 8.3% and 7.0% of the Company's total
net sales in fiscal 1998 and for the nine months ended December 31, 1998,
respectively. The Company manufactures wooden, aluminum and louvre windows as
well as conservatory style window systems for residential and commercial
applications in Australia where the Company believes it is the second largest
producer of windows. The Company is currently developing new wooden and aluminum
windows with the aim of increasing its market share of the low volume, higher
price segments of this highly fragmented industry. A new aluminum window is
currently undergoing test marketing in Canberra, Australia. If successful, a
staged national launch will follow in 1999. Market research and early test
market indicators have been very positive. The Company also aims to increase

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margins on the higher volume commodity segment by decreasing costs through
increased automation. The Company is currently installing automated component
manufacturing equipment at its Sydney facility to reduce costs.

MANUFACTURING FACILITIES

Fiber Cement

United States. Over the past four years, the Company has adopted an
aggressive facility investment strategy in order to build excess production
capacity in an effort to ensure that it will be able to meet any increased
demand for its products and to improve operating efficiencies. Consequently, its
first manufacturing plant in California has been expanded twice and new plants
have been constructed in each of Florida, Texas and Washington, at an aggregate
total cost of approximately $200 million over four years. Management estimates
that the Company now has four of the largest and lowest cost fiber cement
manufacturing plants in the United States, which collectively accounted for
approximately 81% of the total U.S. fiber cement manufacturing capacity as of
December 1998. Management also estimates, however, that upon completion of
construction of competitors' plants, the Company's current fiber cement
manufacturing capacity could be reduced to approximately 69% of the total U.S.
fiber cement capacity. The Company is currently the only fiber cement
manufacturer in the United States with multiple manufacturing plants and
management believes its plants have significantly larger average capacity
(approximately 2.6 times more) than those of its competitors. Management also
believes that the location of the Company's plants in California, Texas, Florida
and Washington positions the Company near high growth markets in the United
States while minimizing transportation costs in connection with product
distribution and raw material sourcing.

Australia and New Zealand. In Australia, three of the Company's four
manufacturing plants have been upgraded and modernized in the past year as part
of an AUD 40 million capital improvement program. This program, which includes
the automation of product finishing processes at all three upgraded plants, is
aimed at reducing direct costs, increasing production yields and improving
product quality. In New Zealand, the Company's fiber cement production line has
been upgraded at a cost of NZD 4 million in the past two years to increase
output and to enable the closure of a second smaller and less efficient line.

Plants and Process. The Company manufactures fiber cement in the United
States, Australia, New Zealand and the Philippines. The location of each of the
Company's fiber cement plants and the annual production capacity for such plants
are set forth below:

<TABLE>
<CAPTION>
LOCATION ANNUAL PRODUCTION CAPACITY(1)
-------- -----------------------------
<S> <C>
UNITED STATES
Fontana, California............................... 180 million square feet
Plant City, Florida............................... 300 million square feet
Cleburne, Texas................................... 290 million square feet
Tacoma, Washington................................ 150 million square feet
AUSTRALIA
Sydney, New South Wales(2)........................ 190 million square feet
Brisbane, Queensland (Carole Park)(2)(3).......... 180 million square feet
Brisbane, Queensland (Meeandah)(2)(3)............. 38.5 million tons(4)
Perth, Western Australia(2)....................... 160 million square feet
NEW ZEALAND
Auckland(2)....................................... 90 million square feet
THE PHILIPPINES
Cabuyao........................................... 120 million square feet
</TABLE>

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

(1) Annual production capacity is based on management's historical experience
with the Company's production process and is calculated assuming a 24 hour
day continuous operation producing 5/16" thickness siding at a target
operating speed. Plants outside the United States produce a range of thinner
products which negatively affect their outputs. Actual production is
affected by factors such as product mix, plant availability and production
speeds and is usually less than annual production capacity.

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(2) The land on which each of these facilities are located is leased on a
long-term basis from JHIL. See "Certain Relationships and Related
Transactions."

(3) There are two manufacturing plants in Brisbane. Carole Park produces only
flat sheets and Meeandah produces only pipes and columns.

(4) Pipe and column capacity is measured in tons rather than square feet.

While the same basic process is used to manufacture fiber cement at each
facility, plants are designed to produce the appropriate mix of products to meet
each market's specific needs.

All of the Company's manufacturing facilities, except for the Brisbane pipe
and column plant, have been either newly constructed or substantially modernized
and upgraded in the past four years. The facilities were constructed so that
they can be efficiently expanded in response to consumer demand by either
increasing production capacity utilization and enhancing the economies of scale
or by adding additional lines to existing facilities. For the quarter ended
December 31, 1998, capacity utilization for the Company's fiber cement plants by
country was approximately as follows:

<TABLE>
<CAPTION>
COUNTRY UTILIZATION OF CAPACITY(1)
------- --------------------------
<S> <C>
United States................................... 74%
Australia....................................... 72%
New Zealand..................................... 49%
</TABLE>

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

(1) Capacity utilization is based on management estimates as no industry
standard exists for the calculation of fiber cement manufacturing facility
capacities. The capacity utilization of the Company's fiber cement plant in
the Philippines is not shown because that plant was only recently
commissioned in December 1998.

The capital cost per unit of production for new plants has significantly
declined since the Company opened its first U.S. plant in Fontana, California in
1989. This improvement is largely attributable to its utilization of proprietary
technology. Management believes that this capital cost per unit of capacity is
substantially lower than that of many competitive plants and is one factor in
improving the Company's cost position. In addition, the Company can now build
and commission new manufacturing plants significantly faster than when it built
its first production line in the United States. Management believes that the
speed and cost at which the Company can erect new plants relative to its
competitors enable the Company to respond rapidly to emerging regional demand
for fiber cement and to gain the advantage accorded to the first local producer
in a market.

Gypsum

The Company has three gypsum wallboard manufacturing facilities in the
United States. The location of each of these facilities and their annual
production capacity is set forth below:

<TABLE>
<CAPTION>
LOCATION ANNUAL PRODUCTION CAPACITY(1)
-------- -----------------------------
<S> <C>
Seattle, Washington......................... 620 million square feet
Las Vegas, Nevada........................... 650 million square feet
Nashville, Arkansas......................... 710 million square feet
</TABLE>

- ---------------
(1) Annual production capacity is calculated assuming the manufacture of 1/2"
wallboard and Gypsum Association methodologies.

For the quarter ended December 31, 1998, the average capacity utilization
for the Company's gypsum wallboard manufacturing facilities was approximately
95%. Capacity at the Seattle plant was increased 125% in fiscal year 1998 at a
cost of $28.4 million. This project involved the construction of a second
production line and an upgrade and modernization of the first line. In addition,
the Company recently announced a $3 million upgrade project at the Seattle plant
intended to increase total plant capacity to approximately 700 million square
feet. This upgrade is scheduled to be completed in the Spring of 1999. At its
Las Vegas plant, the Company recently expanded capacity by approximately 30% at
a cost of $8 million. The Nashville plant, which was acquired in January 1997,
is currently undergoing a major refurbishment and upgrade at a cost of

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<PAGE> 62

$58 million. This project, which is targeted for completion in the second half
of calendar year 1999, will almost double the annual production capacity of the
plant to approximately 1.4 billion square feet making it one of the largest
gypsum wallboard plants in the world and expanding the Company's share of
current U.S. industry capacity to approximately 9% based on Company estimates.
At that time, the Company expects that each of its wallboard plants will have on
average 2.6 times more production capacity than the current industry average.

Each of the Company's gypsum manufacturing facilities has favorable
characteristics related to its location that confer significant competitive
advantages as described below:

Seattle. The Company has a strong position in the Pacific Northwest where
it is currently the larger of only two U.S. producers in the region. Producers
within the region currently meet about 75% of the region's demand for gypsum
wallboard. The balance of the demand is satisfied by shipments into the region
from competing plants located near natural gypsum rock sources significant
distances from the Pacific Northwest and from Canada. The Company believes that
the combination of its location, low production costs and low overhead costs
provides an important competitive advantage. United States Gypsum Company
recently announced its intention to construct a new gypsum wallboard
manufacturing facility in Rainier, Oregon which it anticipates will produce 700
mmsf of wallboard per annum. United States Gypsum Company announced that the
plant will be operational in 2001 and will cost approximately $120 million to
build. Management believes that this high cost of construction is due in large
part to the need to build a plant with deep water access. There is no local
source of natural gypsum rock and raw materials are generally imported from
Baja, Mexico. Once the United States Gypsum Company plant is commissioned, local
production capacity will exceed demand. This would likely lead to some market
disruptions as product currently shipped into the region from competing plants
located near natural gypsum is displaced, and some local production is offered
for sale outside the region.

Las Vegas. The Company's Las Vegas plant is located adjacent to one of the
westernmost commercially viable natural gypsum rock sources in the United States
and supplies the major Southwest markets such as the Los Angeles basin, Phoenix
and San Diego in addition to Las Vegas itself. The combination of low cost
gypsum rock, proximity to large markets and a modern high speed plant enables
the Las Vegas facility to be a high quality and low cost supplier into its
primary markets.

Nashville. The Nashville, Arkansas plant is located on one of the
easternmost commercially viable natural gypsum rock sources in the United States
and supplies the Southeast region. The plant is also located on an efficient
rail system that enables low cost distribution into its primary markets. The
facility is expected to reduce its per unit cost significantly once the current
expansion project is completed in 1999, enabling it to be one of the lowest cost
suppliers into its primary markets.

Building Systems

The Company manufactures modular buildings at five facilities in Australia
located in the cities of Townsville, Brisbane, Melbourne, Adelaide and Perth and
at one facility in New Zealand. Insulated panel products are manufactured at six
facilities in Australia located in the cities of Brisbane, Sydney, Melbourne,
Launceston, Adelaide and Perth and at two facilities in New Zealand.

Windows

The Company manufactures windows at eight facilities in Australia.
Manufacturing is labor intensive and manufacturing practices have changed little
in the past 20 years. The Company's strategy is to automate certain processes
and consolidate manufacturing at fewer sites, thereby reducing manufacturing
costs and overhead. The Company is installing automated component manufacturing
equipment at its Sydney facility. The Company is also seeking to develop new
products targeted to the lower volume, higher value segments of the industry.
The Company leases four of its facilities and owns the remaining four
facilities.

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SALES, MARKETING AND DISTRIBUTION

Fiber Cement

The Company's principal markets for its fiber cement products are the
United States, Australia and New Zealand. In addition, the Company sells fiber
cement products in the Philippines, Taiwan, Thailand, Singapore, Japan, the
Middle East, Korea and Indonesia. The Company's "Hardi" brand name, customer
education in comparative product advantages, differentiated product range and
customer service, including technical advice and assistance, provide the basis
for the Company's marketing strategy. The Company offers its customers support
through a large specialized fiber cement sales force and customer service
infrastructure in the United States, Australia, New Zealand and the Philippines.
The customer service infrastructure includes inbound customer service support
coordinated nationally in each country, and is complemented by outbound
telemarketing capability. Within each regional market, the Company provides
sales and marketing support to building products dealers and lumber yards and
also provides support directly to the customers of these distribution channels,
principally home builders and building contractors.

In the U.S. new construction segment, there is a two-step distribution
process: the products are sold first to distributors, then to lumber yards. This
restricts the number of direct customers significantly such that, in fiscal
1998, the Company's two and ten largest U.S. customers accounted for 57% and 87%
of its U.S. fiber cement sales, respectively. The Company believes that its
leadership position has enabled it to establish distribution arrangements with a
superior selection of two-step distributors. Repair and remodel sales are
typically sold through the large home center retailers. In Australia and New
Zealand, products are generally sold directly to hardware stores and lumber
yards rather than through the two-step distribution process used in the United
States. In the Philippines, a network of thousands of small to medium size
dealers sell to consumers and builders while the Company sells product directly
to real estate developers. Physical distribution is primarily road transport in
each country with significant use of rail only in the United States.

The Company maintains dedicated regional sales management teams in the
major sales territories. The sales teams (including telemarketing staff) consist
of approximately 82 people in the United States, 127 people in Australia, 45
people in New Zealand and 54 people in the Philippines. Relationships with
national and other major accounts are maintained by national sales and national
account managers together with the regional sales managers and sales
representatives. The Company's sales force includes skilled tradespeople who
provide on-site technical advice and assistance. In certain cases, sales forces
manage specific product categories. For example, in the United States there are
separate sales forces for siding products, interior products and roofing
products. The interior products sales force provides in-store merchandising
support for home center retailers.

The Company also utilizes trade and consumer advertising and public
relations campaigns to generate demand for its products. These campaigns usually
explain the differentiating attributes of the Company's fiber cement products
and the suitability of its fiber cement products and systems for specific
applications. For example, a recent campaign in Australia highlighted the cost,
aesthetic and durability advantages of fiber cement as cladding for second story
house additions. In the United States, a consumer marketing campaign was
launched in 1998 which emphasizes the durability attributes of the Company's
products in climatic regions where competing products have suffered durability
problems and high failure rates.

Despite the fact that distributors are the direct customers of the Company,
the Company also aims to increase primary demand for its products by marketing
its products directly to homeowners, architects and builders. This "pull
through" strategy, in turn, assists the Company in expanding sales for its
distribution network as distributors benefit from the increasing demand for the
Company's products. The Company also encourages architects and builders to
specify and install the Company's products based on the quality and
craftsmanship of its products.

Geographic expansion of the Company's fiber cement business has occurred in
markets where framed construction is prevalent for residential applications or
where there are opportunities to change building practices from masonry to
framed construction as in parts of Asia. Expansion is also possible where there
are direct substitution opportunities irrespective of the methods of
construction. The Company's recent entry into

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the Philippines is an example of the ability to substitute fiber cement for an
alternative product (in this case plywood). With the exception of the Company's
current major markets, Japan and certain rural areas in Asia and Eastern Europe,
most markets in the world principally utilize masonry construction for external
walls in residential construction. Accordingly, further geographic expansion
depends on the ability of the Company to provide alternative solutions. The
Company has launched a "framed masonry" concept, using fiber cement as facing on
either side of a steel or timber frame, in an effort to penetrate new markets
currently dominated by masonry. Despite the economic volatility in Asia,
management believes that this region remains an important long-term growth
market outside the United States.

The launch of products in the Philippines has been accompanied by
strategies to address the particular needs of local customers and the building
trade as fiber cement products are relatively new to this market and until
recently were not widely used. For example, the Company has established a
carpenter training and accreditation program whereby Filipino carpenters
unfamiliar with the Company's products are taught installation techniques. To
date, approximately 16,000 carpenters have attended training nights and
approximately 6,000 of them have been accredited under this program.
Additionally, the Company has a team of "Hardie Buddies" who work as in-store
merchandisers to help establish the products in retail outlets and explain their
attributes to customers, and "Hardie On-Site-Trainers" who visit building sites
to provide advice and technical assistance to building site workers.

Products manufactured in Australia and New Zealand are exported to a number
of markets in Asia and the Middle East by ship. A regional sales management team
based in Sydney is responsible for coordinating export sales into Asia and the
Middle East. This team is supported by sales offices and sales agents in seven
countries.

Gypsum

Management believes the Company's manufacturing facilities are located such
that they can cost effectively access approximately two-thirds of the current
U.S. market for gypsum wallboard. Physical distribution is by rail and road
transport. Direct customers are principally wallboard distributors. These
distributors focus on supplying all the products and accessories required by
wallboard contractors primarily in higher volume work such as new residential
and commercial construction. For the repair and remodel segment, the Company
also supplies home center retailers. The Company has its own gypsum field sales
force of approximately 20 people that operates on a regional basis, supporting
the needs of customers surrounding the plants. Sales regions (Pacific Northwest,
Southwest and Southeast) each have a regional sales team led by a regional sales
manager located in the territory. The three plants provide product into the same
distinct territories as are serviced by the regional sales teams.

Building Systems

The Company's Building Systems division has a designated sales force of
approximately 120 people and utilizes its own distribution and selling network
to bring its modular relocatable buildings to market. It sells and leases these
products directly to end users such as mining companies and construction
contractors. Buildings are transported by road. The division's insulated panels
and systems are sold to industrial and commercial customers by its own direct
sales force. Architectural systems, including Hardipanel
Compressed(TM) fiber cement, are marketed to architects and specifiers. Physical
distribution of fiber cement panel products is carried out by the fiber cement
business.

Windows

Sales of the Company's window products are managed through a regional sales
management structure with sales staff seeking specification from builders and
then quoting on specific projects. This dedicated sales staff currently consists
of 129 people. The Company is in the process of training sales staff to sell
higher value windows and is using targeted brochure and magazine advertising
directed at consumers to promote the sale of higher value windows. This is a
directed strategy for the Australian industry where the quality of windows have
been a low priority with consumers and the average value of windows per home is
low compared to the United

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States and Europe. The Australian residential building industry does not
incorporate on a significant basis standardized sizing for windows and therefore
essentially all manufacturing is done for specific orders. Windows are
transported by road direct to building sites.

RESEARCH AND DEVELOPMENT IN FIBER CEMENT TECHNOLOGY

The Company pioneered the successful development of cellulose reinforced
fiber cement and during the 1980s progressively introduced its proprietary
product formulation and process technology. The Company has capitalized on its
strong market positions to maintain leadership in product research and
development and process technology enhancements. The Company's product
differentiation strategy, and its quest to maintain its position as one of the
low cost manufacturers of fiber cement, are supported by a significant
investment in research and development. In fiscal year 1998, the Company
invested $18.0 million or approximately 4.6% of fiber cement sales revenue
(approximately 2.2% of total net sales) in research and development. For fiscal
years 1997 and 1996, the Company invested $15.0 million and $12.1 million,
respectively, in research and development, representing 2.1% and 1.9% of total
net sales. Over the past five years, expenditure on research and development has
increased from $7.9 million to $18.0 million. Management believes that the
Company now has one of the largest and most advanced fiber cement research and
development capabilities in the world. In previous years, the Company's fiber
cement research and development focus was aimed primarily at enhancing the
process technology to improve operating efficiency while maintaining quality.
More recently, the Company has focused its research efforts on developing new
and differentiated products for the Company's key markets.

The Company's research and development activities are coordinated from a
Research and Development Unit in Sydney, Australia which employs approximately
107 full-time personnel. The specific objectives of this research and
development team are to develop (1) new and enhanced products with
differentiated attributes; (2) process technology improvements leading to
increased operational efficiency; (3) improved capital efficiency and speed of
plant construction; and (4) improved raw material cost savings. A new product
testing facility was built in Sydney in 1997 at a cost of $3 million. The
Company also opened a new research and development center in Fontana, California
in 1997 which was built at a cost of $2 million. This facility employs
approximately 25 people who work with the Sydney-based research and development
team to develop new products for the U.S. market.

COMPETITION

Fiber Cement

The fiber cement business is highly competitive. In the United States there
are currently two other manufacturers, F.C.P., Inc. in Pennsylvania, and ABT
Building Products Corporation in North Carolina, which principally supply
markets in the Eastern, Southeastern and South Central regions. ABT Building
Products Corporation has announced that it has sold its North Carolina facility
to CertainTeed Corporation, a member of the Saint-Gobain Group. Mexalit, S.A., a
member of the Saint-Gobain Group, exports some fiber cement into the United
States from a plant in Mexico. In addition, three competitors have announced
intentions to build manufacturing facilities in the United States. Re-Con
Building Products Inc. and Temple-Inland Forest Products Corporation have formed
a joint venture to build a facility in Texas and have announced that the joint
venture has commenced commercial production. CertainTeed Corporation has
announced plans to build a facility in Oregon and F.C.P., Inc. has announced its
intention to build a second manufacturing facility in South Carolina.

Some U.S. competitors have lowered prices of their fiber cement siding
products in order to compete for market share. See "Risk Factors -- Competition
and Pricing." The Company has responded by reducing its prices but has sustained
a premium between its selling prices and those of its competitors. To date,
these price reductions have been offset by cost savings arising from continuing
improvements in operating efficiencies and lower raw material costs.
Distribution costs have also continued to decline as the Company's network of
four plants has been completed.

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In Australia, there are currently two other manufacturers of fiber cement.
CSR Limited, with a single manufacturing plant in Sydney, principally services
the eastern states markets of Queensland, New South Wales and Victoria. A
smaller competitor, BGC (Australia) Pty Ltd. in Western Australia, ships product
Australia-wide and also into New Zealand. In addition, Hume Cemboard Berhad,
based in Malaysia, ships product into Australia. The Company faces increasing
price pressure in Australia because of competition. In New Zealand, the Company
is currently the only domestic manufacturer. Competition is provided principally
by product imported from Eternit in China, CSR and BGC in Australia, and also
from Hume Cemboard Berhad in Malaysia. All importers are supplying directly to
builders rather than using the conventional merchant channel. There are
currently no competitive manufacturing facilities in the Philippines, although
an asbestos cement producer is competing for the plywood replacement market.

The Company also competes against manufacturers of exterior products such
as natural and engineered wood, vinyl, brick, stucco and masonry and interior
products based on cement, gypsum and fiberglass. These competitors include ABT
Building Products Corporation, CertainTeed Corporation, Georgia-Pacific
Corporation, Jannock Limited, Louisiana-Pacific Corporation, Masonite Building
System, Owens Corning, Temple-Inland Forest Products Corporation and United
States Gypsum Company in the United States. Boral Limited, CSR Limited and
Pioneer International Limited compete in brick and gypsum wallboard in
Australia. In New Zealand, Carter Holt Harvey Limited and Fletcher Challenge
Building Products produce competing products.

Gypsum

The U.S. gypsum wallboard industry is highly competitive and concentrated
with the three largest producers accounting for approximately 75% of industry
sales. Gypsum wallboard is a commodity product for which sales closely track
building and construction activity and the level of gross domestic product.
Competition is based principally on price. Prices, in turn, are affected by
transportation costs. As a result, profitability is principally determined by
operational efficiency and the strategic location of plants.

The Company is currently the fourth largest producer in the United States
with approximately a 7% share of industry capacity based on Company estimates.
The Company's major competitors are United States Gypsum Company, National
Gypsum Company and Georgia-Pacific Corporation and several smaller, regional
competitors. Upon completion of the expansion of the Nashville, Arkansas plant,
management estimates the Company will have approximately 9% of total U.S.
current industry capacity.

The Company believes it has a differentiated position from its competitors
in the gypsum industry. Management believes that the Company's manufacturing
facilities in Las Vegas, Nevada and Seattle, Washington are, and Nashville,
Arkansas will be, among the lowest cost plants in their respective markets and
such plants service large regional areas which accounted for approximately
two-thirds of total U.S. demand in 1998. At the same time, the Company's low
cost and relatively small market share enable it to run its plants at high
levels of utilization on a regular basis.

Building Systems

Modular Relocatable Buildings. The Company services two principal markets
in Australia: the mining and resources market and the nonresidential market. The
competition in the mining and resources market sector is regional with Western
Portables Pty Limited being the major competitor in Western Australia and ATCO
Structures Pty Ltd. being the major competitor in Queensland. The nonresidential
sector has two types of competitors: companies that lease buildings and
companies that manufacture buildings. There are two other national participants
in Australia in this segment, Wreckair (a division of Brambles Industries Ltd.)
and Coates Hire Operations Pty. Limited. There are also a number of smaller
regional competitors which operate in this sector.

Insulated Panels. The Company established this industry in Australia and is
the only national manufacturer. With the exception of the Company, the supply of
insulated panels in Australia and New Zealand is highly fragmented. Management
believes that the Company maintains a competitive advantage through the
introduction of new differentiated products and the maintenance of a national
distribution and manufacturing capability in Australia. In addition, the Company
has successfully developed a number of

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architectural products which are used in facade and roofing applications for
which no comparable competitive product currently exists.

Windows

The Australian residential window and door industry is highly fragmented
with more than 1,500 manufacturers. The three major manufacturers (Boral
Limited, Stegbar and the Company) have a combined market share of approximately
45%. The Company has a market share of approximately 12% of the windows sector.

RAW MATERIALS

Fiber Cement

The principal raw materials used in the manufacture of fiber cement are
cellulose fiber (wood-based pulp), silica (sand), portland cement and water.

Cellulose Fiber. Reliable access to specialized, consistent quality, low
cost pulp is critical to the production of fiber cement building materials.
Cellulose fiber is sourced from New Zealand and the United States and is
processed to the Company's specifications. It is subsequently further processed
using the Company's proprietary technology to provide the reinforcing material
in the cement matrix of fiber cement. The Company has developed a high level of
internal expertise in the production and use of wood-based pulps. This expertise
is shared with pulp producers, which have access to appropriate raw wood stocks,
in order to design superior reinforcing pulps. The resulting pulp designs are
typically proprietary and are the subject of confidentiality agreements between
the pulp producers and the Company. During fiscal year 1998, the Company
developed pulp supply alternatives in the United States which reduced the cost
of fiber cement production.

Silica. High purity silica is sourced locally by the various production
plants. In the majority of locations, the Company uses silica sand as its silica
source. In certain other locations, however, the Company processes quartz rock
and beneficates silica sand to ensure the quality and consistency of this key
raw material. In its Fontana, California and Tacoma, Washington plants, the
Company operates quartz mines as cost effective sources of sand are not
available.

Cement. Cement is acquired in bulk from local suppliers and is supplied on
a just in time basis to the Company's manufacturing facilities.

Water. The Company uses local water supplies and processes any waste water
to comply with environmental requirements.

Gypsum

The principal raw materials used in the production of gypsum wallboard are
gypsum rock and gypsum paperboard. The Nashville, Arkansas and Las Vegas, Nevada
facilities have access to Company owned and leased, long-term reserves of gypsum
rock which is mined at or adjacent to the plants. Based on current estimates,
the Nashville and Las Vegas mines have approximately 30 and 20 years of reserves
remaining, respectively. Gypsum rock for the Seattle plant is sourced from the
Caopas mine in Mexico and is shipped directly to the plant which has a deep
water unloading facility. See "Risk Factors -- Supply and Cost of Raw
Materials -- Gypsum." Based on current estimates, the Caopas mine has over 30
years of reserves remaining. The supply contract with Oxbow Carbon & Minerals,
Inc., the distributor for the Caopas mine, will expire on December 31, 2006. The
contract provides that the parties may mutually agree to extend the term for
another 10 years beyond 2006.

The other principal raw material requirement for gypsum wallboard is gypsum
paperboard. The Company currently has supply arrangements for paperboard with
three U.S.-based suppliers and one Canadian-based supplier. The Company signed a
10-year agreement with Republic to supply the majority of its paper needs from a
new gypsum paperboard mill that Republic is building in Oklahoma. The mill is
due to be completed in the second half of calendar year 1999 and is expected to
begin supplying the Company in 2000. Under the terms of the agreement with
Republic, the Company's gypsum paperboard costs will decline substantially from
current levels.

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Building Systems

The principal materials used in the manufacture of modular relocatable
buildings and insulated panel products are fiber cement, steel coil,
polystyrene, timber and plywood. Other inputs for the modular relocatable
buildings are finished products such as windows, plumbing and electrical
fittings. Fiber cement and windows are provided by the Company, and polystyrene
block is manufactured by the building systems division (in New Zealand) or
sourced externally in Australia. Other raw materials are readily available from
a number of competing suppliers.

Windows

The principal raw materials used in the manufacture of windows are wood
(cedar, meranti and pine), glass and aluminum. Cedar is sourced from Canada with
the price of this material determined by world supply and demand for cedar.
Meranti is sourced from Asia and pine is sourced from Australia. Glass is
sourced from Australia but competitive imports are available. Aluminum is
sourced as extrusions from Australia and China with the price determined by
world aluminum prices. Hardware, such as locks and hinges, is sourced from
Australian and New Zealand suppliers.

BACKLOG

In general, the Company does not produce against a backlog of firm orders.
Production is geared primarily to the level of incoming orders and to
projections of future demand. Inventories are maintained primarily to meet
delivery requirements of customers. The exceptions to this are modular
relocatable buildings, where the Company enters into contracts which require
stock to be built up and delivered according to a prearranged schedule, and
windows, which are produced against firm orders. At December 31, 1998 the
backlog for modular relocatable buildings was $16.6 million and amounted to
$10.6 million, $28.2 million and $15.6 million at March 31, 1996, 1997 and 1998,
respectively.

EMPLOYEES

As of December 31, 1998, the Company had approximately 4,597 full time
employees worldwide of whom 1,414 were employed in North America, 2,706 in
Australia, 288 in New Zealand and 186 in Asia. Of the total number of employees,
480 are administrative employees, 586 are in sales, 3,283 are in manufacturing,
74 are in marketing and 174 are in research and development. Approximately half
of the Company's employees are covered by labor agreements. The Company has two
collective bargaining agreements covering employees in the United States, one of
which expires in April 1999 and the other of which expires in September 2000.
All of the non-management workforce in Australia is unionized and is represented
by a large number of different unions. The Company has established processes in
place for improving productivity, negotiating wage and benefit reviews and
handling employee grievances. The Company has not experienced any strikes or
work interruptions in the United States during the last three years. The Company
has, however, experienced nine strikes over the past three years affecting the
Company's Australian operations, lasting from one to six days. The Company
believes that it maintains generally favorable relations with its employees.

ENVIRONMENTAL REGULATION

The Company's operations and properties are subject to extensive U.S.
federal, state and local and foreign environmental protection and health and
safety laws, regulations and ordinances which, among other matters, govern
activities and operations that may have adverse environmental effects, such as
discharges to air, soil and water, and establish standards for the handling of
hazardous and toxic substances and the handling and disposal of solid and
hazardous wastes ("Environmental Laws"). These Environmental Laws include, in
the United States, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act, the Clean Air Act and
the Clean Air Amendments of 1990, the Occupational Safety and Health Act, the
Emergency Planning and Community Right to Know Act, the Clean Water Act, the
Surface Mining Control and Reclamation Act, the Toxic Substances Control Act and
analogous state and foreign statutes. Pursuant to certain Environmental Laws, a
current or previous owner or operator of real property may be liable for the
costs of removal or remediation of environmental contamination on, under or in
such property. In addition, persons who arrange, or are deemed to have arranged,
for the disposal or treatment of hazardous substances may also be liable for the
costs of removal or remediation of environmental contamination at the disposal
or treatment site, regardless of whether the affected site is owned

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or operated by such person. Environmental Laws often impose liability whether or
not the owner, operator or arranger knew of, or was responsible for, the
presence of such environmental contamination. Also, third parties may make
claims against owners or operators of properties for personal injuries and
property damage associated with releases of hazardous or toxic substances
pursuant to Environmental Laws as well as common law tort theories, including
strict liability. Environmental compliance costs in the future will depend on
regulatory developments that cannot be predicted. The Company does not currently
anticipate that any required expenditures or modifications will have a material
adverse effect on its business, financial condition or results of operations.

The Company's Seattle facility is listed on the Washington State Priority
List because groundwater underlying the facility is impacted with metals
emanating from an offsite source. The Company does not believe it is liable for,
and has not been requested to conduct, any investigation or remediation relating
to the metals in the groundwater. The Company believes that potential liability,
if any, will not have a material adverse effect on the Company's business,
results of operations or financial condition.

LEGAL PROCEEDINGS

The Company is involved from time to time in various legal proceedings and
administrative actions incident to the normal conduct of its business. Although
it is impossible to predict the outcome of any pending legal proceeding,
management believes that such proceedings and actions should not, individually
or in the aggregate, have a material adverse effect on its business, financial
condition or results of operations. The Reorganization was structured so that no
existing or potential liabilities in relation to the manufacture by JHIL and its
non-transferring subsidiaries of products containing asbestos prior to 1987 were
assumed by the Company and the Company is indemnified by JHIL with respect to
any such liabilities. In connection with the Reorganization, JHIL and certain of
its non-transferring subsidiaries indemnified the Company for all
asbestos-related liabilities, including liabilities related to the manufacturing
sites in Australia and New Zealand which were retained by JHIL and are being
leased to the Company. While it is impossible to predict the incidence or
outcome of future litigation, the Company believes that it is unlikely that
significant personal injury suits for damages for asbestos exposure will be
filed against the Company, or if filed, would have a material adverse effect on
the Company's business, results of operations or financial condition. The
Company's belief is based in part on the advice of its Australian legal
advisers, Allen Allen & Hemsley, that there is no equivalent under Australian
law of the U.S. legal doctrine of "successor liability." Under U.S. Law, this
doctrine provides that an acquirer of the assets of a business carried on by a
corporation (as distinct from the acquirer of shares in that corporation) can,
in certain circumstances, be held responsible for liabilities arising from the
conduct of that business prior to the acquisition, notwithstanding the absence
of any contractual arrangement between the acquirer and the selling corporation
pursuant to which the acquirer agreed to assume such liabilities. Allen Allen &
Hemsley advised the Company that the general position under Australian law is
that, in the absence of a contractual agreement to transfer specified
liabilities of a business, such liabilities remain with the corporation which
previously carried on the business and are not passed on to the acquirer of the
assets. Specifically, in the case of the Company, based on the information
provided to Allen Allen & Hemsley, the transfer to the Company from JHIL and
certain non-transferring subsidiaries of business assets comprising plant and
equipment and inventory pursuant to the Reorganization should not, in the
opinion of Allen Allen & Hemsley, give rise to the assumption by the Company or
its subsidiaries of any asbestos-related liabilities (tortious or otherwise)
which may have been incurred during the period prior to the transfer of the
assets when the business was being carried on by JHIL and its non-transferring
subsidiaries.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Upon the consummation of the Offerings, the members of the Company's Board
of Directors, Supervisory Board and Managing Board and its executive officers
will be:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
SUPERVISORY BOARD
Alan McGregor................... 61 Member of the Board of Directors and Chairman of the
Supervisory Board
Peter Willcox................... 53 Member of the Board of Directors and the Supervisory Board
Michael Gillfillan*............. 49 Member of the Board of Directors and the Supervisory Board
Martin Koffel*.................. 58 Member of the Board of Directors and the Supervisory Board
Roger Siboni*................... 44 Member of the Board of Directors and the Supervisory Board
MANAGING BOARD
Keith Barton.................... 58 President, Chief Executive Officer and Chairman of the
Board of Directors and the Managing Board
Phillip Morley.................. 51 Chief Financial Officer and Member of the Board of
Directors and the Managing Board
Donald Cameron.................. 62 Treasurer and Member of the Managing Board
OTHER EXECUTIVE OFFICERS
Peter Macdonald................. 46 Chief Operating Officer
Louis Gries..................... 45 Executive Vice President -- Building Products, USA
Robert Rugg..................... 41 Executive Vice President -- Gypsum
Ken Boundy...................... 46 Executive Vice President -- International
John Moller..................... 40 Executive Vice President -- Building Systems
Robert Middendorp............... 45 Executive Vice President -- Building Products,
Australia/New Zealand
Noel Thompson................... 55 Senior Vice President -- Research and Development
Greg Baxter..................... 38 Senior Vice President -- Corporate Affairs
Brad Bridges.................... 39 Senior Vice President -- Planning, Human Resources and
Organizational Development
Peter Shafron................... 37 General Counsel and Secretary
</TABLE>

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

* Messrs. Gillfillan, Koffel and Siboni are expected to be added to the
Company's Board of Directors and Supervisory Board upon consummation of the
Offerings.

Alan McGregor, AO, Member of the Board of Directors and Chairman of the
Supervisory Board. Mr. McGregor will be a member of the Company's Board of
Directors and Chairman of the Supervisory Board. Mr. McGregor joined the Board
of Directors of JHIL as a non-executive director in March 1989 and has been
JHIL's Chairman of the Board since December 1995, a position he will continue to
hold after the Offerings. He is also Chairman of FH Faulding & Co. Ltd.,
Australian Wool Testing Authority Ltd. and Burns Philp & Company Ltd., and a
board or committee member of the University of Adelaide, Winston Churchill
Memorial Trust of Australia and The Center for Independent Studies Ltd. Mr.
McGregor received an M.A. in Economics and Law from Cambridge University in the
United Kingdom and a Bachelor of Laws from the University of Adelaide,
Australia.

Peter Willcox, Member of the Board of Directors and the Supervisory
Board. Mr. Willcox will be a member of the Company's Board of Directors and
Supervisory Board. Mr. Willcox joined the Board of Directors of JHIL as a
non-executive director in May 1992, a position he will continue to hold after
the Offerings. He is also deputy chairman and chairman elect of Lend Lease
Corporation Ltd. and a director of Energy Developments Ltd., FH Faulding & Co.
Ltd., and Schroders Australia Holdings Ltd. Mr. Willcox was previously Chief
Executive Officer of BHP Petroleum and a director of BHP Limited. Mr. Willcox
received a B.A. and M.A. in Natural Sciences and Physics from Cambridge
University, United Kingdom.

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Keith Barton, President, Chief Executive Officer and Chairman of the Board
of Directors and the Managing Board. Dr. Barton is the Company's President and
Chief Executive Officer and will be Chairman of the Board of Directors and the
Managing Board. Dr. Barton has been JHIL's Managing Director since his
appointment in April 1993, a position he continues to hold. He is also the
Chairman of a number of the Company's subsidiaries, a director of Colonial Ltd.,
a councillor of the Royal Blind Society of New South Wales, Australia and a
member of the Business Council of Australia. Prior to joining JHIL, Dr. Barton
was an Executive Director of CSR Ltd. and managed CSR Ltd.'s construction
materials, chemical, timber and U.S. businesses between 1981 and 1993. Dr.
Barton received a Bachelor of Science (Chemical Engineering) and a Doctor of
Philosophy from the University of New South Wales, Australia.

Phillip Morley, Chief Financial Officer and Member of the Board of
Directors and the Managing Board. Mr. Morley is the Company's Chief Financial
Officer and a Member of the Board of Directors and the Managing Board. Mr.
Morley joined JHIL as Chief Accountant in October 1984 and served as Financial
Controller from 1988 until 1995 and Executive General Manager -- James Hardie
Building Services from 1995 until 1997. He was appointed JHIL's Chief Financial
Officer in 1997, a position he continues to hold. He is also Chairman of James
Hardie Securiplan Nominees Pty. Ltd. Prior to joining JHIL, Mr. Morley held
senior positions in finance and management at Swift & Co. Ltd., Pfizer
Corporation and Farley & Lewers Ltd. Mr. Morley received a Bachelor of Economics
in Economics and Accounting and an M.B.A. from the University of Sydney,
Australia.

Donald Cameron, Treasurer and Member of the Managing Board. Mr. Cameron is
the Company's Treasurer and a Member of the Managing Board. Mr. Cameron joined
JHIL as General Manager, Finance -- James Hardie Pipelines in August 1991 and
served as Company Secretary and Chief Accountant from April 1994 to October
1997. In October 1997 he was appointed JHIL's Company Secretary and Treasurer.
Mr. Cameron continues to hold his position as Treasurer of JHIL but no longer
serves as Company Secretary of JHIL. Prior to joining JHIL, Mr. Cameron held a
number of senior commercial and financial positions with Southcorp Ltd. and
Rheem Australia Ltd. Mr. Cameron received a Bachelor of Economics from the
University of Adelaide, Australia.

Peter Macdonald, Chief Operating Officer. Mr. Macdonald is the Company's
Chief Operating Officer. Mr. Macdonald joined JHIL as General Manager -- James
Hardie Building Boards Australia in August 1993 and was appointed President of
James Hardie Inc. in October 1994. He was appointed Chief Operating Officer in
September 1998. Prior to joining JHIL, Mr. Macdonald held senior management
positions at Tyco Laboratories and Metal Manufactures Ltd. where he was Group
General Manager of MM Cables. Mr. Macdonald received a Bachelor of Commerce and
Administration from Victoria University, New Zealand and an M.B.A. from
Pepperdine University. Mr. Macdonald no longer holds a position at JHIL.

Louis Gries, Executive Vice President -- Building Products, USA. Mr. Gries
is the Company's Executive Vice President -- Building Products, USA. Mr. Gries
joined JHIL as Manager of the Fontana plant for James Hardie Building Products
in February 1991 and was appointed General Manager -- James Hardie Building
Products (Fiber Cement) in January 1992 before being appointed President of
James Hardie Building Products (Fiber Cement) in December 1993. Prior to joining
JHIL, Mr. Gries held senior management positions with United States Gypsum
Company. Mr. Gries received a B.S. in Mathematics from the University of
Illinois and an M.B.A. from California State University, Long Beach. Mr. Gries
no longer holds a position at JHIL.

Robert Rugg, Executive Vice President -- Gypsum. Mr. Rugg is the Company's
Executive Vice President -- Gypsum. Mr. Rugg joined JHIL as President of James
Hardie Gypsum in April 1998. Prior to joining JHIL, Mr. Rugg held a number of
senior positions with United States Gypsum Company, including General
Manager -- Industrial Gypsum and Director of Business Development -- Gypsum Wood
Fiber. Mr. Rugg received a B.S. in Finance from the University of Illinois and
an M.B.A. from St. Mary's College. Mr. Rugg no longer holds a position at JHIL.

Ken Boundy, Executive Vice President -- International. Mr. Boundy is the
Company's Executive Vice President -- International. Mr. Boundy joined JHIL as
Executive General Manager -- International in December 1994. Prior to joining
JHIL, Mr. Boundy was Chief Executive Officer of Goodman Fielder Asia

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Holdings Ltd. from 1993 until 1994, Group Corporate Development Manager for
Goodman Fielder Ltd. from 1991 until 1993 and Marketing Director for Mildara
Wines, Ltd. from 1986 until 1991. Mr. Boundy received a Bachelor and Master of
Agricultural Science from Melbourne University, Australia and an M.B.A. from
Deakin University, Australia. Mr. Boundy no longer holds a position at JHIL.

John Moller, Executive Vice President -- Building Systems. Mr. Moller is
the Company's Executive Vice President -- Building Systems. Mr. Moller joined
JHIL in April 1992 as General Manager of Building Automation, which manufactured
security systems. He was General Manager -- James Hardie Building Services from
September 1995 until it was sold in January 1997 and was appointed Executive
General Manager -- James Hardie Building Systems in January 1997. Prior to
joining JHIL, Mr. Moller held a variety of positions at Honeywell -- Australia.
Mr. Moller has a Bachelor of Engineering from the University of Adelaide,
Australia and a Graduate Diploma in Marketing from Macquarie University,
Australia. Mr. Moller no longer holds a position at JHIL.

Robert Middendorp, Executive Vice President -- Building Products,
Australia/New Zealand. Mr. Middendorp is the Company's Executive Vice
President -- Building Products, Australia/New Zealand. Mr. Middendorp joined
JHIL as General Manager, Business Development -- James Hardie Building Services
in August 1991 and served as General Manager, Planning of JHIL before being
appointed Executive General Manager -- James Hardie Building Products in April
1996. Prior to joining JHIL, Mr. Middendorp was a management consultant and held
senior commercial management positions with Repco Ltd., FH Faulding & Co. Ltd.,
Pirelli Ericsson Cables Ltd. and ACI Ltd. Mr. Middendorp received a Bachelor of
Economics in Accounting from the University of Adelaide, Australia. Mr.
Middendorp no longer holds a position at JHIL.

Noel Thompson, Senior Vice President -- Research and Development. Mr.
Thompson is the Company's Senior Vice President -- Research and Development. Mr.
Thompson joined JHIL as head of product development for James Hardie Building
Products in September 1993 and was appointed General Manager -- Research and
Development in January 1996. Prior to joining JHIL, Mr. Thompson held various
positions in research and development and manufacturing at BHP Steel. He has
also held various positions at the University of New South Wales, the Australian
Atomic Energy Commission and the University of Sydney. Mr. Thompson received a
B.S. in Physics from the University of Sydney, Australia and an M.S. in Nuclear
Science and Engineering from the University of Birmingham, United Kingdom. Mr.
Thompson no longer holds a position at JHIL.

Greg Baxter, Senior Vice President -- Corporate Affairs. Mr. Baxter is the
Company's Senior Vice President -- Corporate Affairs. Mr. Baxter joined JHIL as
General Manager -- Corporate Affairs in November 1996, a position he continues
to hold. Prior to joining JHIL, Mr. Baxter was a partner principal of Balstrup
Baxter Corporate Communication from 1993 until 1996 and was General
Manager -- Corporate Affairs for Goodman Fielder Ltd. from 1990 until 1993.

Brad Bridges, Senior Vice President -- Planning, Human Resources and
Organizational Development. Mr. Bridges is the Company's Senior Vice
President -- Planning, Human Resources and Organizational Development. Mr.
Bridges joined JHIL as Manager, Logistics -- James Hardie Pipelines (New
Zealand) in May 1989. He served as Manager, Divisional Planning &
Logistics -- James Hardie Pipelines from 1992 until May 1996 and General
Manager, Planning of JHIL from May 1996 until September 1997. He was appointed
JHIL's General Manager -- Human Resources, Organizational Development and
Planning in September 1997, a position he continues to hold. He is also a
director of James Hardie Securiplan Nominees Pty. Ltd. Mr. Bridges received a
Bachelor of Technology in Industrial Technology from Massey University, New
Zealand.

Peter Shafron, General Counsel and Secretary. Mr. Shafron is the Company's
General Counsel and Secretary. Mr. Shafron joined JHIL as Legal Officer in
August 1993 and served as Senior Company Solicitor from June 1995 before being
appointed JHIL's General Counsel in March 1997, a position he continues to hold.
Mr. Shafron was appointed Company Secretary of JHIL in October 1998 and is also
a director of James Hardie Finance Ltd., a subsidiary of JHIL. Prior to joining
JHIL, Mr. Shafron was an associate with the Australian law firm of Allen Allen &
Hemsley. Mr. Shafron received a B.A. from the Australian National University and
a Bachelor of Laws and a Master of Laws from the University of Sydney,
Australia.

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Upon consummation of the Offerings, the Company expects the following
persons will be added to the Company's Board of Directors and the Supervisory
Board:

Michael Gillfillan. Mr. Gillfillan was Vice Chairman and Chief Credit
Officer of Wells Fargo Bank, N.A., from 1996 to 1998 and from 1992 to 1994. He
has also served as Vice Chairman, Commercial and Corporate Banking Groups of
Wells Fargo Bank, N.A., from 1994 to 1996.

Martin Koffel. Mr. Koffel is currently Chairman of the Board of Directors,
Chief Executive Officer and President of URS Corporation, an engineering
services company, positions he has held since 1989.

Roger Siboni. Mr. Siboni is currently President and Chief Executive Officer
of Epiphany, Inc., a provider of web-based enterprise relationship management
services, positions he has held since August 1998. Prior to that, he served as
Deputy Chairman and Chief Operating Officer of KPMG Peat Marwick LLP from
October 1996 to July 1998. Mr. Siboni also served as a national managing partner
of the information, communication and entertainment practice of KPMG Peat
Marwick LLP and a member of the firm's management committee from 1993 to 1996.

MANAGEMENT STRUCTURE

Upon consummation of the Offerings, the Company will have a multi-tiered
board structure. This structure will consist of a board of managing directors
(the "Managing Board"), a board of supervisory directors (the "Supervisory
Board"), and a board of directors (the "Board of Directors"). The Managing
Board, which will consist of a small number of executive officers of the
Company, is responsible for the day-to-day operations of the Company. The
Supervisory Board, which will consist exclusively of persons who are not
officers or employees of the Company, is responsible for advising and
supervising the Managing Board, taking into account the general interest of the
Company. The Board of Directors will consist of all of the members of the
Supervisory Board, the Chairman of the Managing Board and such members of the
Managing Board as the Chairman of the Managing Board shall determine (provided
that the number of Managing Directors on the Board of Directors at any given
time cannot exceed the number of Supervisory Directors then on the Board of
Directors). The Board of Directors oversees the general course of affairs of the
Company and its business. Pursuant to the Company's Articles of Association, the
Board of Directors may from time to time adopt written policies governing the
internal organization of the Managing Board, including directions to the
Managing Board concerning general financial, economic, personnel and social
policies of the Company. In addition, the Board of Directors may from time to
time specify by resolution certain actions of the Managing Board that require
the approval of the Board of Directors. The general meeting of shareholders of
the Company may also from time to time specify by written resolution certain
decisions of the Managing Board that require the approval of the general meeting
of shareholders of the Company.

Members of the Managing and Supervisory Boards are elected by the
shareholders of the Company. Commencing at such time as JHIL shall cease to own,
directly or indirectly, a majority of the outstanding shares of capital stock,
the Board of Directors will have the power to make "binding nominations" for the
election of members of the Managing Board and the Supervisory Board. The general
meeting of shareholders of the Company may resolve by a resolution passed with a
two-thirds majority of the votes cast at the meeting, provided that such
majority also represents more than half of the outstanding Common Stock, to
overrule any such binding nominations. See "Description of Capital Stock."
Members of the Managing Board and the Supervisory Board are elected for a
one-year term.

Each director holds office until the expiration of such director's term of
office or such director's resignation, retirement or removal. Supervisory
directors must retire no later than the day of the annual meeting of
shareholders held in the year in which such director reaches the age of 72. The
general meeting of shareholders may suspend or dismiss directors by a resolution
passed by two-thirds of the votes cast at the meeting, provided that such
majority also represents more than half of the issued share capital. If,
however, the Board of Directors has proposed such suspension or dismissal, such
a resolution may be adopted with a simple majority of the votes cast at the
meeting. In addition, the Supervisory Board may suspend members of the Managing
Board. Executive officers, other than members of the Managing Board, are
appointed by the

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Managing Board (with the approval of the Board of Directors), and serve at the
pleasure of the Managing Board.

Upon consummation of the Offerings, the Company's Articles of Association
will provide that the Managing Board shall consist of one or more persons and
that the Supervisory Board shall consist of two or more persons. The Board of
Directors shall therefore consist of three or more persons. The Articles of
Association will not provide for a maximum number of persons to sit on such
Boards and thus (subject to the foregoing minimums) the exact number of members
of the Managing Board and the exact number of members of the Supervisory Board
will be set by the Board of Directors, while the exact number of members of the
Board of Directors will depend on the number of supervisory directors then in
office as well as the number of managing directors who are designated by the
Chairman of the Managing Board to sit on the Board of Directors provided that,
as noted above, the number of managing directors that are on the Board of
Directors cannot exceed the number of supervisory directors on the Board of
Directors. Upon the consummation of the Offerings, the Managing Board, the
Supervisory Board and the Board of Directors will consist of three, five and
seven persons, respectively.

References in this Prospectus to directors shall, unless the context
indicates otherwise, refer to those persons who are members of one or more of
the Board of Directors, the Managing Board or the Supervisory Board.

The Board of Directors, the Managing Board and the Supervisory Board shall
each select a Chairman from their respective members. Under the laws of The
Netherlands, members of the Managing Board may not serve on the Supervisory
Board (but may serve on the Board of Directors).

The powers of the Board of Directors, the Managing Board and the
Supervisory Board can only be exercised by duly adopted resolutions. Resolutions
of any of the Board of Directors, the Managing Board and the Supervisory Board
may be adopted by a majority of the members of such board who are present or
represented at a duly constituted meeting at which a majority of the members of
such board is present or represented, provided however, that the due adoption of
resolutions by the Board of Directors requires that at least one of the
supervisory directors votes in favor of such resolution. In case of a deadlock
at a meeting of the Board of Directors, the Chairman of the Supervisory Board
shall decide. Each of the boards may adopt resolutions by unanimous written
consent. Pursuant to the Articles of Association, the Board of Directors has the
authority, by a resolution adopted unanimously by all members of the Board of
Directors, to terminate the existence of the Board of Directors, in which case
all of the authorities of the Board of Directors shall be vested in the
Supervisory Board.

The Chief Executive Officer of the Company acting individually or two
managing directors acting jointly have the power to bind the Company, provided
that such persons have been duly authorized to do so by the Managing Board. No
other individuals will have the power to bind the Company unless such person has
been duly authorized to do so by the Managing Board (subject to the approval of
the Board of Directors) or such person has been granted a power of attorney to
do so.

BOARD COMMITTEES

Audit Committee

Promptly following the consummation of the Offerings, the Board of
Directors will create an Audit Committee which will consist of at least two
independent directors. The Audit Committee will be charged with reviewing and
assessing the adequacy of accounting polices, internal and external reporting
procedures, and the internal auditing and risk management control systems, and
meeting with the Company's independent accountants.

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Compensation Committee

Promptly following the consummation of the Offerings, the Board of
Directors will create a Compensation Committee which will consist of at least
two independent directors. The Compensation Committee will advise the Board of
Directors on the compensation of directors and executive officers.

COMPENSATION OF DIRECTORS AND OFFICERS

Commencing with the Offerings, in addition to reimbursement for
out-of-pocket expenses, all non-employee members of the Board (who also comprise
the Supervisory Board) other than Messrs. McGregor and Willcox, will receive
$25,000 per year as compensation for services on the Board of Directors and the
Supervisory Board, plus $1,500 for attendance at each Board of Directors or
Supervisory Board meeting in the United States ($4,500 per meeting outside the
United States), $1,000 for participation in each meeting by conference call and
$1,500 for attendance at each committee meeting (reduced to $1,000 if such
committee meeting is held on the same day as a meeting of the Board of Directors
or the Supervisory Board). In addition, each committee chairman will receive
$5,000 per year as compensation for services as committee chairman.

In addition, the members of the Supervisory Board on the date of the
initial public offering will each be entitled to receive 6,000 shares of
restricted stock, of which 1,500 shares will become unrestricted on each
anniversary of such grant. Pursuant to the Equity Incentive Plan, the members of
the Supervisory Board, other than Messrs. McGregor and Willcox, are also
entitled to receive options to purchase up to 6,000 shares of Common Stock at
the initial offering price. Fifty percent of such options will vest immediately
and the remaining 50% of such options will vest prior to the annual
shareholders' meeting in 2000. In addition, pursuant to the Equity Incentive
Plan, non-employee directors are entitled to annual grants of options to
purchase up to 6,000 shares of Common Stock at fair market value on the date of
grant immediately following each annual meeting of the shareholders. So long as
such person continues to be a director of the Company, such annual grants will
vest at the earlier of the one-year anniversary of such grant or on the date of
the annual meeting of the shareholders the following year. Each non-employee
director who joins the Board of Directors after the initial public offering will
receive a grant of options to purchase 6,000 shares of Common Stock at fair
market value on the date of issuance upon joining the Board. Fifty percent of
such options will vest immediately upon grant, and the remaining 50% of such
options will vest on the date of the next annual meeting of the shareholders
following election so long as such person continues to serve as a director.

Prior to the consummation of the Offerings, the Managing Board will approve
the Directors Deferred Compensation Plan. An aggregate of 110,000 shares of
Common Stock will be reserved for issuance under the Directors Deferred
Compensation Plan. Pursuant to the plan, non-employee directors may defer
payment of their annual compensation and meeting fees. Such deferred amounts
will be held in an account as stock units and will accumulate dividends which
will be converted to stock units and held in the same account. Upon ceasing to
serve as a director of the Company, a director participating in the plan will
receive shares of stock equivalent to the number of stock units held in his
account.

Each of the members of the Managing Board has an employment agreement with
the Company pursuant to which each is compensated for his services as a managing
director. See " -- Employment Agreements."

Dr. Barton and Messrs. Morley, Cameron, Baxter, Bridges and Shafron are
also officers of JHIL. JHIL has entered into employment agreements with each of
these officers. Except for Dr. Barton's agreement, JHIL has assigned the
benefits of these employment agreements to the Company, subject to additional
expatriate provisions commencing upon the agreed date of relocation for each
individual officer. The Company directly pays all of the salary and benefits for
such officers. Under this arrangement, the Company has entered into a
reimbursement agreement (the "Reimbursement Agreement") with JHIL pursuant to
which JHIL reimburses the Company for the amount of time spent by officers of
the Company performing work for JHIL and its subsidiaries. See "Certain
Relationships and Related Transactions." Dr. Barton, however, is paid directly
by the Company and JHIL for the performance of his duties for the Company and
JHIL, respectively. The Company also has employment agreements directly with
Messrs. Morley, Cameron, Macdonald, Gries and

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Rugg, and has been assigned agreements from JHIL for Messrs. Boundy, Moller,
Middendorp and Thompson. See "-- Employment Agreements."

The Company sponsors a defined contribution plan, the James Hardie Inc.
Retirement and Profit Sharing Plan, for its employees in the United States and a
defined benefit pension plan, the Hardiplan Superannuation Plan, for its
employees in Australia. The U.S. defined contribution plan is a tax-qualified
retirement and savings plan (the "401(k) Plan") covering all employees subject
to certain eligibility requirements. Participating employees may elect to reduce
their current compensation by up to 14% of their salary or the statutorily
prescribed annual contribution limits and have the amount of such reduction
contributed to the 401(k) Plan. In addition, the Company matches employee
contributions dollar for dollar up to a maximum of the first 6% of an employee's
salary. The Hardiplan Superannuation Plan is funded based on statutory
requirements in Australia and is based primarily on the participants' eligible
compensation and years of credited service.

The Company also will maintain an Economic Profit Incentive Plan and the
Equity Incentive Plan. See "-- Economic Profit Incentive Plan and 1999 Equity
Incentive Plan." The Company will convert shares of shadow stock previously
issued by JHIL under its U.S. and Australian shadow plans into options to
purchase shares of stock in the Company pursuant to the Equity Incentive Plan.
The conversion will occur at the consummation of the Offerings and will be based
on the initial public offering price of the Common Stock adjusted for any gains
or losses on the shadow shares in JHIL at the time of conversion. The vesting
period for the options, which ranged from three to five years from the time of
grant under the shadow plans, will continue for each corresponding option
granted in the conversion as if the option were issued on the date of the shadow
stock issuance, except that the options will have graduated vesting rather than
cliff vesting. The Company also intends to give additional options to certain
participants at the initial public offering price upon the consummation of the
Offerings. The Company intends to issue a maximum amount of 2,000,000 option
shares, in the aggregate, in connection with the conversions from the JHIL
shadow plans and the additional grants.

The Company did not pay any compensation to its directors or its officers
in fiscal year 1998 because it was not incorporated at that time.

The aggregate amount of compensation paid by JHIL in fiscal year 1998
(including base salaries and bonuses paid under JHIL's Economic Profit Incentive
Plan (as described herein)) to the above-listed members of the Board of
Directors, the Supervisory Board and the Managing Board of the Company and to
the executive officers of the Company as a group (15 persons), in their
capacities as members of the Board of Directors and/or corporate officers of
JHIL, was approximately $2.8 million. In addition, each of these directors and
officers (except Messrs. Gries and Rugg), in their capacities as members of the
Board of Directors and/or corporate officers of JHIL, participated in JHIL's
Hardiplan Superannuation Plan, a defined benefit plan. JHIL, however, did not
make any payments to the trustee-managed superannuation fund on behalf of the
directors and officers in fiscal year 1998. While JHIL ordinarily would have
been required to make payments to the superannuation fund, the fund had a
surplus in fiscal year 1998 and, pursuant to the rules of that fund, a portion
of that surplus was allocated to the accounts of each of the directors and
officers in lieu of a payment by JHIL. Had the superannuation fund not been in
surplus in fiscal year 1998, JHIL would have been required to make contributions
of approximately $410,000 on behalf of such directors and officers. Messrs.
Gries and Rugg participated in the James Hardie Inc. Retirement and Profit
Sharing Plan, a defined contribution plan, in fiscal year 1998. In that year,
JHIL contributed $10,000 to this plan on behalf of Mr. Gries and $3,133 to this
plan on behalf of Mr. Rugg.

EMPLOYMENT AGREEMENTS

The following descriptions of the employment agreements between the Company
and each of Dr. Barton and Messrs. Morley, Cameron, Macdonald, Gries, Rugg,
Boundy, Moller, Middendorp, Thompson, Baxter, Bridges and Shafron (each an
"Employment Agreement") are intended only as a summary. Copies of Dr. Barton's
and Mr. Macdonald's Employment Agreements have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part. Prior to the
Reorganization, certain of the Employment

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Agreements were with JHIL, but were assigned to the Company, subject to
additional expatriate provisions for the officers relocating to the United
States, which are included in the description below.

Dr. Barton will serve as President, Chief Executive Officer and Chairman of
the Board of Directors and the Managing Board of the Company pursuant to the
terms of two employment agreements with the Company which continue in effect
until October 31, 1999. Under the terms of the employment agreement for his
duties as Chairman of the Board of Directors and the Managing Board, Dr. Barton
receives a salary of AUD 80,000 and is eligible to receive a bonus targeted at
100% of his annual salary upon the accomplishment of certain mutually agreed
upon objectives. Under the terms of the employment agreement for his duties as
President and Chief Executive Officer of the Company, Dr. Barton receives an
annual salary of $371,855 and is eligible to receive a bonus targeted at 100% of
his annual salary upon the accomplishment of certain mutually agreed upon
objectives. In addition, under the terms of such employment agreement, Dr.
Barton is eligible to receive options and other awards under the Company's
Equity Incentive Plan. Dr. Barton also has an employment agreement with JHIL for
services provided to JHIL. See "Certain Relationships and Related
Transactions -- Members of Boards and Executive Officers of the Company and
JHIL."

Mr. Macdonald has an employment agreement with the Company pursuant to
which he serves as Chief Operating Officer of the Company. The agreement expires
on October 31, 1999, but may continue in effect thereafter for one-year
extension terms until proper notice of its termination is given by either party
thereto. Under the terms of the employment agreement, Mr. Macdonald receives an
annual salary of $350,000 and is eligible to receive a bonus targeted at 30% of
his annual salary under the Company's Economic Profit Incentive Plan. His salary
will be reviewed on an annual basis. In addition, under the terms of the
employment agreement, Mr. Macdonald is eligible to receive options and other
rewards under the Company's Equity Incentive Plan and certain additional
benefits. If the Company terminates Mr. Macdonald without cause or Mr. Macdonald
resigns for good reason, he is entitled to the equivalent of two-years' base
compensation plus an amount equal to two times his average bonus paid in the
preceding three years.

Messrs. Morley, Baxter, Bridges and Shafron also have employment agreements
with the Company that include expatriate packages and were assigned by JHIL.
These employment agreements provide for an annual base salary of $208,000,
$198,500, $198,500 and $170,500, respectively. Salaries will be reviewed
annually in July of each year. Messrs. Morley, Baxter, Bridges and Shafron are
each entitled to receive a bonus under the Company's Economic Profit Incentive
Plan and are eligible to receive options and other awards under the Company's
Equity Incentive Plan. Messrs. Morley, Baxter, Bridges and Shafron also will
receive relocation and other benefits. Each of these employment agreements
continues in effect for three years from the date of each officer's relocation
to the United States. These employment agreements are terminable by the Company
with twelve-months' written notice in the first year of the agreements,
nine-months' written notice in the first half of the second year of the
agreements, six-months' written notice in the second half of the second year of
the agreements and three-months' written notice in the third year of the
agreements. The Company may pay a terminated officer's salary for the
notification period in lieu of notification. Each officer may terminate his
agreement with three-months' written notice. In addition, Mr. Morley has a
separate employment agreement with the Company for his duties as a member of the
Managing Board of the Company. Pursuant to such agreement, Mr. Morley receives
an annual base salary of $50,000 and is eligible to receive a bonus targeted at
25% of his annual salary upon the accomplishment of certain mutually agreed upon
objectives.

Mr. Cameron has an employment agreement with the Company pursuant to which
he serves as Treasurer and Managing Director of the Company. Under the terms of
the employment agreement, Mr. Cameron receives an annual base salary of NLG
273,287 reviewed annually in July of each year. Mr. Cameron is entitled to
receive a bonus targeted at 20% of his annual salary upon the accomplishment of
certain mutually agreed upon objectives under the Company's Economic Profit
Incentive Plan and is eligible to receive options and other awards under the
Company's Equity Incentive Plan. Mr. Cameron will also receive relocation and
other benefits. The agreement continues in effect for three years from the date
of Mr. Cameron's relocation to The Netherlands. The Company may terminate the
agreement with six-months' written notice, and Mr. Cameron may terminate the
agreement with three-months' written notice. In addition, Mr. Cameron has a
separate employment agreement with the Company that includes an expatriate
package which was assigned from JHIL. The terms and provisions of the agreement
assigned from JHIL remain dormant during the

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course of the other agreement described herein except for certain provisions
relating to Mr. Cameron's continued employment with the Company and
participation in certain benefit programs.

Mr. Gries has an employment agreement with the Company pursuant to which he
serves as Executive Vice President -- Building Products, USA. Under the terms of
the employment agreement, Mr. Gries receives an annual salary of $235,000 and is
eligible to receive a bonus targeted at 25% of his annual salary under the
Company's Economic Profit Incentive Plan. His salary will be reviewed on an
annual basis. In addition, under the terms of the employment agreement, Mr.
Gries is eligible to receive options and other awards under the Company's Equity
Incentive Plan and certain additional benefits. If the Company terminates Mr.
Gries without cause or Mr. Gries resigns for good reason, he is entitled to the
equivalent of two-years' base compensation plus an amount equal to two times his
average bonus paid in the preceding three years.

Mr. Rugg has an employment agreement with a U.S. subsidiary of the Company
pursuant to which he serves as Executive Vice President -- Gypsum which began in
April 1998, prior to the transfer of such subsidiary to the Company pursuant to
the Reorganization. Under the terms of the employment agreement, Mr. Rugg
receives an annual salary of $210,000, reviewed annually, with a bonus under the
Company's Economic Profit Incentive Plan. In addition, Mr. Rugg is eligible to
receive options and other awards under the Company's Equity Incentive Plan. Mr.
Rugg also received certain benefits for joining the subsidiary, including a
payment for foregone options to purchase shares of stock of his previous
employer and a grant of shadow stock in JHIL. The agreement continues in effect
until Mr. Rugg's termination or separation from the Company's subsidiary. If the
Company's subsidiary terminates him without cause or Mr. Rugg resigns for good
reason, he is entitled to the equivalent of between twelve and twenty-four
months' base compensation plus an amount equal to his average bonus paid in the
preceding three years.

Messrs. Boundy, Moller, Middendorp and Thompson have employment agreements
with the Company which were assigned by JHIL pursuant to which each will receive
an annual base salary of AUD 295,050, AUD 209,350, AUD 264,000 and AUD 200,000,
respectively. Salaries will be reviewed annually in July of each year. Messrs.
Boundy, Moller, Middendorp and Thompson are each entitled to receive a bonus
under the Company's Economic Profit Incentive Plan and are eligible to receive
options and other awards under the Company's Equity Incentive Plan. Each of
Messrs. Boundy, Moller, Middendorp and Thompson may terminate his respective
agreement upon three-months' written notice to the Company. The Company may
terminate the agreements for cause (with one-months' notice or pay), for
incapacity (with three-months' notice or pay) or at any time (with six-months'
notice or pay, except for Mr. Boundy's agreement which provides for
twelve-months' notice or pay). The agreements will remain in force until
terminated in accordance with the provisions set forth therein.

ECONOMIC PROFIT INCENTIVE PLAN

JHIL maintains an Economic Profit Incentive Plan pursuant to which it
provides incentive compensation to certain of its directors and officers.
Following the consummation of the Offerings, the Company intends to adopt a
similar plan. Under the Company's Economic Profit Incentive Plan, designated
directors and officers will be entitled to receive bonus payments upon the
accomplishment of certain economic profit target levels of the Company and
certain other mutually agreed upon personal objectives. The Company's Economic
Profit Incentive Plan is a variable pay plan which links the Company's economic
profit to bonus payments to certain key individuals. The target bonus is paid to
the participant at the end of the year if the economic profit target is met. If
the economic profit target is exceeded, one-third of the excess bonus is paid to
the participant at the end of the year; the remaining two-thirds is then
deposited with a notional bank and can be reduced in future years if the
economic profit target is not met. This arrangement distinguishes between
sustained performance and one-time performance and encourages participants to
maintain a long-term view.

1999 EQUITY INCENTIVE PLAN

Under the Company's Equity Incentive Plan, designated directors, officers,
employees, consultants and advisers of the Company will be eligible to receive
awards in the form of stock options, performance awards,

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restricted stock grants, stock appreciation rights, dividend equivalent rights,
phantom stock or other stock-based benefits. The Equity Incentive Plan is
intended to promote the long-term financial interests of the Company by
encouraging its management and other persons to acquire an ownership position in
the Company, to align their interests with those of the Company's shareholders
and to encourage and reward their performance. The Equity Incentive Plan, which
will be approved by the Managing Board, will be effective prior to the
consummation of the Offerings.

An aggregate of 5,000,000 shares of Common Stock will be reserved for
issuance under the Equity Incentive Plan, provided that such number (and any
awards granted) will be subject to adjustment in the event of a stock split,
stock dividend or other change in the Common Stock or the capital structure or a
restructuring of the Company. No individual may be granted options or awards in
respect of more than 250,000 shares as performance-based compensation in any
calendar year.

The Equity Incentive Plan will be administered by the Board of Directors or
the Compensation Committee. Subject to the provisions of the Equity Incentive
Plan, the Board of Directors or the Compensation Committee will be authorized to
determine who may participate in the Equity Incentive Plan, the number and types
of awards made to each participant and the terms, conditions and limitations
applicable to each award. In addition, the Board of Directors or the
Compensation Committee will have the exclusive power to interpret the Equity
Incentive Plan and to adopt such rules and regulations as it may deem necessary
or appropriate for purposes of administering the Equity Incentive Plan. Subject
to certain limitations, the Board of Directors will be authorized to amend,
modify or terminate the Equity Incentive Plan to meet any changes in legal
requirements or for any other purpose permitted by law.

The purchase or exercise price of any award granted under the Equity
Incentive Plan may be paid in cash or other consideration at the discretion of
the Board of Directors or the Compensation Committee. The Board of Directors or
the Compensation Committee, in its discretion, may allow cashless exercises of
awards or may provide Company assistance to purchase such options.

Stock Options. Under the Equity Incentive Plan, the Board of Directors or
the Compensation Committee is authorized to grant options to purchase shares of
Common Stock, including options qualifying as "incentive stock options" ("ISOs")
under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), and options that do not so qualify ("NSOs") to eligible persons as
additional compensation for their services to the Company. Options shall be
exercisable over such periods as may be determined by the Board of Directors or
the Compensation Committee, but no stock option may be exercised after ten years
from the date of grant. Options may be exercisable in installments and upon such
other terms as determined by the Board of Directors or the Compensation
Committee. Options will be evidenced by notices of option grants sent by the
Board of Directors or the Compensation Committee. No option may be transferable
other than by will or by the laws of descent and distribution or pursuant to
certain domestic relations orders. The purchase price of shares of Common Stock
subject to an ISO shall not be less than 100% of the Fair Market Value (as
defined in the Equity Incentive Plan) of such shares of Common Stock on the date
of grant (or 110% in the case of an ISO granted to an individual holding more
than 10% of the Company's capital stock).

Performance Awards. The Board of Directors or the Compensation Committee,
in its discretion, may grant performance awards to an eligible person contingent
on the attainment of criteria specified by the Board of Directors or the
Compensation Committee. Performance awards will be paid in the form of cash,
shares of Common Stock or a combination of both. The Board of Directors or the
Compensation Committee will determine the total number of performance shares
subject to an award, the terms and the time at which the performance shares will
be issued.

Restricted Stock Awards. Under the Equity Incentive Plan, the Board of
Directors or the Compensation Committee may grant restricted shares of Common
Stock, which are subject to forfeiture under such conditions and for such
periods of time as the Board of Directors or the Compensation Committee may
determine. Shares of such restricted stock may not be sold, transferred,
assigned, pledged or otherwise encumbered so long as such shares remain
restricted. The Board of Directors or the Compensation Committee

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shall determine the conditions or restrictions of any restricted stock awards,
which may include restrictions on requirements of continued employment,
individual performance or the Company's financial performance.

Stock Appreciation Rights. Under the Equity Incentive Plan, the Board of
Directors or the Compensation Committee also may grant stock appreciation rights
either in tandem with an option or alone. Stock appreciation rights granted in
tandem with a stock option may be granted at the same time as the stock option
or at a later time. A stock appreciation right shall entitle the participant to
receive from the Company an amount payable in cash, in shares of Common Stock or
in a combination of cash and Common Stock, equal to the positive difference
between the fair market value of a share of Common Stock on the date of exercise
and the grant price, or such lesser amount as the Board of Directors or the
Compensation Committee may determine.

Dividend Equivalent Rights. Dividend equivalent rights, defined as a right
to receive all or some portion of the cash dividends that are or would be
payable with respect to shares of Common Stock, may be awarded in tandem with
stock options, stock appreciation rights or other awards under the Equity
Incentive Plan. The Board of Directors or the Compensation Committee will
determine the terms and conditions of these rights. The rights may be paid in
cash, shares of Common Stock or other awards.

Phantom Stock. Under the Equity Incentive Plan, the Board of Directors or
the Compensation Committee may grant awards of phantom stock to eligible
persons. Phantom stock is a cash payment measured by the fair market value of a
specified number of shares on a certain date, or measured by the excess of fair
market value over a specified minimum. Phantom stock awards may include the
dividends granted for such number of specified shares.

Other Stock-Based Benefits. The Board of Directors or the Compensation
Committee may award other stock-based benefits, including stock payments, stock
bonuses and stock sales.

Effect of Change in Control. The Equity Incentive Plan provides for the
automatic acceleration of certain benefits in the event of a "Change in Control"
of the Company. A Change in Control will be deemed to have occurred if either
(1) any person or group acquires beneficial ownership equivalent to 30% of the
voting securities of the Company, (2) individuals who are directors as of the
closing of the Offerings, or individuals who became directors after being
approved by a majority of such individuals (or, in the case of directors
nominated by a person, entity or group with 20% of the voting power of the
Company, by two-thirds of such individuals) cease to constitute at least a
majority of the members of the Board of Directors, or (3) there occurs the
consummation of certain mergers, the sale of substantially all of the assets of
the Company or a complete liquidation or dissolution of the Company.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Association provide that the Company is
authorized to indemnify its directors, officers and agents against all
liabilities resulting from (1) any action, suit or proceeding (other than an
action by or in the right of the Company), provided that such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful or out of his mandate, and (2) any action or proceeding by or in the
right of the Company to procure a judgment in its favor provided that such
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
will be made if such person is adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty to the Company, unless a court
determines that such person is fairly and reasonably entitled to
indemnification. Such indemnification will only be made upon a determination by
the Board of Directors or, if the Board of Directors so resolves, by independent
legal counsel or by a general meeting of shareholders that indemnification is
proper under the circumstances because such person has satisfied the applicable
standard of conduct.

The Company is entering into indemnity agreements with the directors and
certain officers of the Company which provide indemnification to the greatest
extent permitted by law. The Company has also purchased insurance policies under
which such individuals are insured against liabilities resulting from their

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conduct when acting in their capacities on behalf of the Company. In addition,
Article 37 of the Articles of Association provides that the adoption by the
general meeting of shareholders of the annual accounts will fully discharge the
directors from liability in respect of the exercise of their duties during the
financial year concerned, unless a proviso is made by the general meeting of
shareholders and without prejudice to certain provisions of the Dutch Civil
Code. Under Dutch law, this discharge is not absolute and would not be effective
as to any matters not disclosed to the Company's shareholders and is subject to
general principles of reasonableness and fairness.

JHIL AND THE SELLING SHAREHOLDER

JHIL beneficially owns (through the Selling Shareholder and another
indirect wholly owned subsidiary of JHIL) 50,000,000 shares of the Company's
Common Stock representing 100% of the issued and outstanding Common Stock prior
to the Offerings. After giving effect to the sale of shares of Common Stock to
be sold in the Offerings by the Selling Shareholder, JHIL will beneficially own
approximately 85% of the outstanding shares of the Company's Common Stock. If
the U.S. Underwriters' over-allotment option is exercised in full, JHIL will
beneficially own 41,375,000 shares of Common Stock, representing approximately
83% of the outstanding shares of Common Stock.

JHIL is a public company organized under the laws of Australia and listed
on the Australian Stock Exchange. JHIL's address is Level 9, 65 York Street,
Sydney NSW 2000, Australia. JHIL's Australian Company Number is 000 009 263.

The Selling Shareholder, RCI Netherlands Holdings B.V., is a company
incorporated under the laws of The Netherlands and is a wholly owned indirect
subsidiary of JHIL. The address of the Selling Shareholder is World Trade
Center, Strawinskylaan 749, 1077 XX Amsterdam, The Netherlands, and its
corporate seat is in Amsterdam, The Netherlands.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONTROL OF THE COMPANY

Upon completion of the Offerings, JHIL will beneficially own approximately
85% of the outstanding shares of Common Stock (or approximately 83% of the
outstanding shares of Common Stock if the U.S. Underwriters' over-allotment
option is exercised in full). JHIL intends to cause three independent persons to
be added to the Board of Directors and the Supervisory Board of the Company upon
consummation of the Offerings. JHIL currently intends to utilize its voting
power to elect at least two members independent of the Company and JHIL to the
Board of Directors and the Supervisory Board for so long as it is the majority
shareholder of the Company. The Articles of Association of the Company, however,
do not restrict JHIL's power as the majority shareholder of the Company to
nominate and elect its representatives as directors of the Company. As a result,
for at least so long as JHIL remains the majority shareholder of the Company,
JHIL will be in a position to exercise effective control over the Company.

The Company intends to adopt conflict of interest policies that would
require the approval of a majority of the independent directors for any related
party transactions that are material to the Company and outside of the ordinary
course of business, including any future dealings with JHIL.

REGISTRATION RIGHTS AGREEMENT

The Company and JHIL will enter into a registration rights agreement (the
"Registration Rights Agreement") which provides that, from time to time and at
the request of JHIL, its direct or indirect wholly owned subsidiaries, or their
respective transferees, successors or assigns owning at least 2% of the
outstanding shares of the Common Stock (the "Holders"), the Company will use its
best efforts to effect registration under the applicable U.S. federal and state
securities laws of shares of the Common Stock beneficially owned by the Holders
for sale in accordance with certain specified methods described in the
Registration Rights Agreement, and will take such other action necessary or
appropriate to permit the sale thereof in the United

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States (as well as any other jurisdiction if the Company has previously taken
action to permit the sale of its securities therein), subject to certain
limitations specified in the Registration Rights Agreement. The Holders will
also have the right to include shares of the Common Stock held by it in certain
other registrations of shares of Common Stock initiated by the Company. The
selling Holders will bear the registration expenses incurred in connection with
the Offerings and each selling Holder will bear its pro rata share of such
expenses in connection with any future registrations under the Registration
Rights Agreement. Such registration rights are subject to a "lock-up" agreement
whereby the Selling Shareholder has agreed not to sell any shares of Common
Stock without the prior consent of Warburg Dillon Read LLC for a period of 180
days from the date of this Prospectus. See "Underwriting." The Company has also
agreed to indemnify the Holders against certain liabilities in connection with
any registration effected pursuant to the Registration Rights Agreement,
including liabilities under the Securities Act.

PURCHASE AGREEMENTS

In connection with the Reorganization, the Company entered into the
Purchase Agreements and acquired the Transferred Businesses from JHIL. See "The
Reorganization." The Purchase Agreements contain indemnity provisions which
provide that, for a period of seven years after the Reorganization, JHIL and any
relevant non-transferring subsidiary will indemnify the Company for certain
matters in relation to the operation of the Transferred Businesses prior to the
Reorganization as expressly described in the Purchase Agreements (this indemnity
does not include claims that, in the aggregate, amount to less than $50,000). In
addition, JHIL and the relevant non-transferring subsidiary have agreed to
provide unlimited indemnification to the Company for (i) all claims related to
asbestos liability; (ii) all environmental-related claims arising from the
condition of the real properties prior to the Reorganization or the conduct of
the relevant businesses prior to the Reorganization (excluding claims arising
from deliberate actions taken by the Company with the intention of triggering an
environmental claim); (iii) taxes incurred by any subsidiary being transferred
to the Company which relate to periods prior to the Reorganization; and (iv) all
claims in relation to defective products and services manufactured or supplied
by JHIL or the relevant subsidiary prior to the Reorganization (excluding claims
below a specified threshold) for each of the transferring businesses, which in
the aggregate amounts to approximately $2.4 million.

REIMBURSEMENT AGREEMENT

Several of the officers of the Company are also officers of JHIL or may
provide services to JHIL from time to time. The Company pays all of the salaries
and benefits of all of these officers, other than Dr. Barton. Pursuant to the
provisions of the Reimbursement Agreement, the Company tracks the time such
officers spend in performing services for JHIL and JHIL reimburses the Company
for the allocated portion of the salary and benefits of such officers. Dr.
Barton, however, is paid directly by the Company and JHIL for the time spent by
Dr. Barton in performing his duties for the Company and JHIL, respectively.
Certain other officers or employees of JHIL may from time to time provide
services to the Company. JHIL will be similarly reimbursed by the Company for
these services. In addition the Company and JHIL are each reimbursed for any
services or facilities provided for the benefit of the other entity. Expense
reimbursements are made quarterly.

LEASE AGREEMENTS

The Company has entered into lease agreements with subsidiaries of JHIL
whereby the Company leases, on a long-term basis, an office building in
Australia and fiber cement manufacturing facilities in Australia and New
Zealand. Obligations under such leases amount to an aggregate of approximately
$4.1 million per year. All of the leases expire on October 31, 2008 with the
exception of two leases that expire on October 31, 2000. All of the leases
contain renewal options and provisions adjusting lease payments based on changes
in various market factors as reflected in changes in the consumer price index.

After December 31, 1998, the Company and JHIL agreed to consolidate and
set-off certain intercompany debt that was in existence at the date of the
Reorganization. On a pro forma basis at December 31, 1998, total capitalization
would have been $328.7 million after a deduction of the net receivable of $9.2
million from

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shareholders' equity. The Company intends to effect a non-cash settlement of
this receivable prior to the close of the Offerings, which will have no impact
on the total shareholders' equity.

MEMBERS OF BOARDS AND EXECUTIVE OFFICERS OF THE COMPANY AND JHIL

Dr. Barton, who is President, Chief Executive Officer and Chairman of the
Board of Directors and the Managing Board of the Company, is also the Managing
Director and a member of the Board of Directors of JHIL. Mr. Morley, who is the
Chief Financial Officer and a member of the Board of Directors and the Managing
Board of the Company, is also the Chief Financial Officer of JHIL. In addition,
Mr. McGregor and Mr. Willcox, both of whom are members of the Board of Directors
and the Supervisory Board of the Company, are also the Chairman and a member of
the Board of Directors of JHIL, respectively. Dr. Barton has an employment
agreement with JHIL for services provided to JHIL. See "Management -- Directors
and Executive Officers of the Company." From time to time, these interlocking
directorships may give rise to conflicts of interests. Several of the Company's
other executive officers will also continue to be executive officers of JHIL,
which may give rise to additional conflicts of interest. The Company intends to
implement policies designed to identify any conflicts of interest that may arise
in the future, and to avoid or minimize possible adverse consequences of any
such conflicts. See "Risk Factors -- Control by JHIL."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offerings, the Company will have 50,000,000 shares
of Common Stock issued and outstanding. The 7,500,000 shares of Common Stock
(8,625,000 shares if the U.S. Underwriters' over-allotment option is exercised
in full) offered hereby will be freely transferable and tradable in the United
States without restrictions under the Securities Act, except for any shares
purchased by an affiliate of the Company (as that term is defined below), which
will be subject to the resale limitations of the Securities Act ("Rule 144").
None of the outstanding shares of Common Stock that will be beneficially owned
by JHIL after the Offerings have been registered under the Securities Act and,
as a result, such shares may not be sold in the United States in the absence of
an effective registration statement under the Securities Act other than in
accordance with Rule 144 or another exemption from registration. Upon completion
of the Offerings, JHIL will have certain rights to register its shares of Common
Stock under the Securities Act. JHIL will bear its pro rata share of
registration expenses incurred in connection with any future offerings. See
"Certain Relationships and Related Transactions -- Registration Rights
Agreement." JHIL has no agreement with the Company not to sell or distribute
such shares and, except for restrictions in the Underwriting Agreement set forth
below, there can be no assurance concerning the period of time during which JHIL
will maintain its beneficial ownership of shares of Common Stock. Although JHIL
has made no decision on its future intentions regarding a further selldown of
its shares of Common Stock held by it after the Offerings or a distribution of
such shares to the JHIL shareholders, it has informed the Company that it
intends to consider such a selldown or distribution in 12 to 24 months. Pursuant
to the Underwriting Agreement, JHIL has agreed, subject to certain exceptions,
not to sell or otherwise dispose of, directly or indirectly, any shares of
Common Stock or any security convertible into or exchangeable or exercisable for
shares of Common Stock for a period of 180 days after the date of this
Prospectus without the prior written consent of Warburg Dillon Read LLC on
behalf of the Underwriters.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, a person (or persons whose shares of the Company
are required to be aggregated) who has been deemed to have owned shares of an
issuer for at least one year, including an affiliate, is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of 1% of the then outstanding number of shares of such class or the
average weekly reported volume of trading in such shares on all national
securities exchanges during the four calendar weeks preceding the filing with
the Commission of the required notice of sale. Pursuant to Rule 144, certain
shares of the Common Stock that are beneficially owned by JHIL may be sold in
the United States commencing as early as October 1999. A person (or persons
whose shares of the Company are required to be aggregated) who is not deemed an
affiliate of an issuer at the time of the sale and for at least three months
prior to the sale is entitled to sell such shares under Rule 144 without regard
to the volume limitations described above, provided that at least two years have
elapsed since such shares were

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purchased from either the issuer or an affiliate of the issuer. As defined in
Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such issuer.

Prior to the Offerings, there has been no market for the Common Stock.
Although the Company can make no predictions as to the effect, if any, that
sales of shares of Common Stock or the possibility of future sales of shares by
JHIL or its shareholders or by persons who exercise awards under the Equity
Incentive Plan would have on the market price of the shares of Common Stock
prevailing from time to time, sales of substantial amounts of the shares of
Common Stock in the public market, including any future public offering of such
stock, could have an adverse affect on the market price of the shares of Common
Stock.

JHIL has established an AUD 75 million loan facility which was drawn to AUD
30 million as at February 1, 1999. Drawdowns under this facility are to be
secured by shares of Common Stock held by JHIL. The number of shares pledged as
security for the drawdowns are calculated such that the value of the shares
pledged is three times the value of the drawn amount of the facility. In the
event that the facility is drawn and JHIL defaults under the terms of the
facility, the lenders will have the authority to sell the Common Stock.

DESCRIPTION OF CAPITAL STOCK

James Hardie was incorporated under the laws of The Netherlands by notarial
deed dated August 11, 1998. Certain provisions of the Articles of Association of
James Hardie, as such Articles of Association will be amended and restated prior
to the consummation of the Offerings (a copy of which, together with an English
translation, has been included as an exhibit to the Registration Statement of
which this Prospectus forms a part), and certain provisions of Dutch law, are
summarized below. Such summary does not purport to be complete and is qualified
in its entirety by reference to the Articles of Association and Dutch law.

SHARE CAPITAL

Upon consummation of the Offerings, the authorized share capital of the
Company will amount to NLG 3,000,000, consisting of 150,000,000 shares of Common
Stock, with a nominal value of NLG 0.02 per share, and 150,000,000 shares of
preferred stock ("Preferred Stock"), with a nominal value of NLG 0.02 per share.

Common Stock

Upon consummation of the Offerings, 50,000,000 shares of Common Stock will
be issued and outstanding. Shares of Common Stock will only be issued in
registered form. All of the shares of Common stock offered hereby will initially
be represented by a single global certificate held through DTC and registered in
the name of Cede & Co., the nominee of DTC. American Stock Transfer & Trust
Company will maintain the New York Registry and act as transfer agent and
registrar for the shares (the "Transfer Agent and Registrar"). Beneficial
interests in the shares represented by the global certificate will be
represented, and transfers of such beneficial interests will be effected,
through accounts of financial institutions acting on behalf of beneficial owners
as direct and indirect participants in DTC.

Preferred Stock

Upon the consummation of the Offerings, no shares of Preferred Stock will
be outstanding. The Board of Directors (or, upon the expiration of the
delegation of authority described below and any extensions thereof, the general
meeting of shareholders) will have the power to issue shares of Preferred Stock,
in one or more series and from time to time, although it has no current plans to
do so. If such shares are issued, the holders thereof will be entitled to
receive, when and as declared by the Board of Directors, dividends prior to the
payment of any dividends to the holders of Common Stock. Dividends on any given
series of Preferred Stock shall be calculated as a percentage (the "Preferred
Dividend Rate") of the nominal value of the shares of such series plus the
amount of share premium paid to the Company upon the issuance of shares of such
series. The Preferred Dividend Rate shall be the "prime rate" on corporate loans
in the United States as quoted in the Wall Street Journal (on such date, not
more than sixty days prior to the first issuance of the relevant series, as

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the Board of Directors may determine), as increased or decreased by such amount,
not to exceed four percentage points, as the Board of Directors may determine at
the time of the first issuance of shares of such series. In addition, holders of
Preferred Stock will be entitled to a liquidation preference, payable in the
event of any liquidation, dissolution or winding up of the Company, before any
distribution is made to the holders of Common Stock. The liquidation preference
for any given series of Preferred Stock shall be equal to the nominal value of
the shares of such series plus the amount of share premium paid to the Company
upon the issuance of shares of such series, together with any accrued but unpaid
dividends. Holders of Preferred Stock will have the right to one vote for each
share of Preferred Stock held on every matter submitted to a vote of the
shareholders and such holders will also vote as a class on certain matters.
Shares of Preferred Stock may be issued for a subscription price equal to their
nominal value and, if so designated by the Board of Directors (or, if
applicable, the general meeting of shareholders), only 25% of the nominal value
of the shares of Preferred Stock needs to be paid up at the time of issuance.
Shares of Preferred Stock will only be issued in registered form evidenced by
certificates. Issuances of Preferred Stock may adversely affect, among other
matters, the voting, dividend and liquidation rights of holders of Common Stock.
The issuance of Preferred Stock may also have the effect of delaying, deferring
or preventing a change in control of the Company.

DIVIDENDS

Pursuant to the Articles of Association and Dutch law, the declaration of
dividends, if any, will be at the discretion of the Board of Directors (subject
to the dividend rights of holders of Preferred Stock, if any). The Board of
Directors may resolve that James Hardie make distributions out of James Hardie's
annual profit, general share premium account and out of any other reserves that
are available for shareholder distributions under Dutch law. James Hardie may
make stock dividends as well as cash dividends. The Board of Directors may also
resolve that James Hardie pay interim dividends. James Hardie may not pay
dividends, including interim dividends, if the payment would reduce
shareholders' equity to an amount less than the sum of James Hardie's share
capital account, plus certain reserves that are required to be maintained by
Dutch law or the Articles of Association. Rights to cash dividends and
distributions that have not been collected within five years and two days after
the date on which they became due and payable revert to James Hardie.

All calculations to determine the amounts available for dividends will be
based on James Hardie's statutory accounts which will, as a holding company, be
different from its consolidated accounts. Because James Hardie is a holding
company and has no operations of its own, James Hardie is dependent on dividends
or other advances from its subsidiaries to fund any cash dividends. See
"Dividend Policy."

James Hardie's Articles of Association provide that future dividends, if
any, will be declared and paid in U.S. dollars, unless the Board of Directors
determines otherwise. Cash dividends payable to holders of shares will be paid
to the Transfer Agent and Registrar (which will, if necessary, convert such
dividends into dollars) for disbursement to the holders of the shares.

SHAREHOLDERS MEETINGS AND VOTING RIGHTS

Each shareholder has the right to attend general meetings of shareholders,
either in person or by proxy, to address shareholder meetings and to exercise
voting rights, subject to the provisions of the Articles of Association. A
meeting of shareholders will be held in The Netherlands at least annually,
within six months after the close of each fiscal year and in either Amsterdam,
Haarlemmermeer (Schiphol Airport), The Hague or Rotterdam. Additional meetings
of shareholders may be held as often as the Board of Directors, the Managing
Board or the Supervisory Board deems necessary or upon the call of holders of
shares of Common Stock or other persons entitled to attend such meetings jointly
representing at least 10% of the total outstanding share capital.

The Company will give notice of each meeting of shareholders by mail. Such
notice will be given no later than the fifteenth day prior to the day of the
meeting and will include or be accompanied by an agenda identifying the business
to be considered at the meeting. The Company currently is exempt from the proxy
rules under the Exchange Act. Holders of shares of Common Stock directly or
indirectly held through DTC will be provided notice of general meetings of
shareholders and other communications with shareholders by

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DTC in accordance with its customary procedures. DTC may grant proxies or
otherwise authorize DTC participants (or persons holding beneficial interests in
the shares of Common Stock through such DTC participants) to exercise any rights
of a shareholder. Under its usual procedures, DTC will mail an omnibus proxy to
the Company assigning Cede & Co.'s consenting or voting rights to those DTC
participants to whose accounts the shares of Common Stock are credited on a
record date as soon as possible after such record date. In order for holders of
shares of Common Stock held directly or indirectly through DTC to attend general
meetings of shareholders in person, such holders need not withdraw such shares
of Common Stock from DTC but must follow such rules and procedures as may be
established by the Transfer Agent and Registrar.

Each share of Common Stock (and each share of Preferred Stock, if any)
entitles the holder thereof to one vote on each matter to be voted upon by the
holders of the Common Stock. Commencing at such time as JHIL ceases to own,
directly, or indirectly, a majority of the outstanding capital stock of the
Company, the Board of Directors will have the power to make binding nominations
for the election of members of the Supervisory Board and the Managing Board. If
the Board of Directors exercises this power, it must nominate at least two
persons for each position to be filled, and the person receiving the greater
number of votes will be elected. The general meeting of shareholders may resolve
by a resolution passed with a two-thirds majority of the votes cast at the
meeting (provided that shareholders representing at least half of the issued
share capital are present) to overrule any such binding nominations. Members of
the Supervisory Board and members of the Managing Board will be elected to serve
one-year terms.

Unless otherwise required by the Articles of Association or Dutch law,
resolutions of the general meeting of shareholders will be validly adopted by a
majority of the votes cast at a meeting at which at least a majority of the
outstanding share capital is present or represented except that, pursuant to the
Articles of Association, there is no quorum requirement for the valid adoption
of resolutions proposed or approved by the Board of Directors. Except where
expressly otherwise stated in this Prospectus, all references here and elsewhere
in this Prospectus to actions by the shareholders are references to actions
taken by way of such a resolution at a meeting of shareholders.

ADOPTION OF ANNUAL ACCOUNTS AND DISCHARGE OF MANAGEMENT

Each year, the Managing Board must prepare annual accounts within five
months after the end of the Company's fiscal year (unless the shareholders have
approved an extension of this period for up to six additional months due to
certain special circumstances recognized as such under Dutch law) and submit
such accounts to the shareholders for adoption. The annual accounts, including
the management report, will be prepared in English (unless the shareholders
approve a resolution to the contrary) and according to U.S. GAAP.

Adoption of the Company's annual accounts by the shareholders discharges
the directors for liability towards the Company in respect of the exercise of
their duties during the financial year covered by the accounts, unless an
explicit reservation is made by the shareholders and subject to certain
exceptions under Dutch law, including exceptions relating to the liability of
the directors upon bankruptcy of a company and to general principles of
reasonableness and fairness. Under Dutch law, this discharge does not extend to
matters not disclosed to shareholders.

LIQUIDATION RIGHTS

In the event of the dissolution and liquidation of the Company, holders of
shares of Common Stock are entitled to receive all of the assets of the Company
available for distribution after payment of all liabilities and liquidation
expenses pro rata based on the number of shares of Common Stock held by such
holders, subject to the prior liquidation rights of the holders of Preferred
Stock then outstanding, if any. As a holding company, James Hardie's sole
material assets are the capital stock of its subsidiaries. Therefore, in the
event of a dissolution or liquidation, James Hardie will either distribute the
capital stock of its subsidiaries or sell such stock and distribute the net
proceeds thereof, after satisfying its liabilities.

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ISSUE OF SHARES; PREEMPTIVE RIGHTS

Unless limited or eliminated by the shareholders or the Board of Directors
as described below, holders of shares of Common Stock have a pro rata preemptive
right to subscribe for any newly issued shares of Common Stock, except for
shares of Common Stock issued for consideration other than cash, shares of
Common Stock issued to employees of James Hardie or a group company (as
determined under Dutch law) and shares of Common Stock issued to persons upon
exercise of previously acquired rights to subscribe for such shares.

The shareholders, upon proposal by the Board of Directors, have the power
to cause the Company to issue additional shares of Common Stock as well as
shares of Preferred Stock (and to grant options), in each case on the terms and
conditions proposed by the Board of Directors. Shortly before the consummation
of the Offerings, the Selling Shareholder and another subsidiary of JHIL will
delegate to the Board of Directors, for a period of five years (the maximum
permitted by Dutch law), authority to issue additional shares of Common Stock
and shares of Preferred Stock (and to grant options) from time to time and the
authority to limit or eliminate preemptive rights with respect to issuances of
Common Stock. It is anticipated that the Board of Directors will eliminate
preemptive rights with respect to any and all issuances of shares of Common
Stock during such period.

REPURCHASE OF SHARES

The Company may acquire shares of Common Stock, subject to certain
provisions of Dutch law and of the Company's Articles of Association, if and
insofar as (1) shareholders' equity, less the amount to be paid for the shares
of Common Stock acquired, is not less than the sum of the nominal value of the
Company's issued share capital, plus any reserves required to be maintained by
Dutch law or the Articles of Association, and (2) the Company and its
subsidiaries would thereafter not hold, or hold as pledgee, shares of Common
Stock with an aggregate par value exceeding one-tenth of the Company's issued
share capital (all calculated in accordance with accounting principles generally
accepted in The Netherlands). Common Stock repurchases may be effected by the
Board of Directors only if the shareholders have authorized the Board of
Directors to effect such repurchases. Shortly before the consummation of the
Offerings, the Selling Shareholder will grant such authority to the Board of
Directors for a period of 18 months (the maximum permitted by Dutch law).

REDUCTION OF SHARE CAPITAL

Upon proposal by the Board of Directors, the shareholders may reduce the
issued share capital by cancellation of shares of Common Stock held by James
Hardie or by reducing the par value of shares of Common Stock, subject to
certain statutory provisions. A resolution to reduce the issued share capital
requires the approval of at least a majority of the votes cast or, if less than
half of the issued share capital is represented at the meeting, the approval of
at least two-thirds of the votes cast. In addition, James Hardie is required to
file such resolution of the shareholders with the trade register of the Chamber
of Commerce and Industry in the district in which James Hardie has its place of
business (the "Filing") and publish the Filing in a national daily newspaper.
During a two-month period following the publication of the Filing, creditors of
James Hardie may oppose such reduction of share capital.

AMENDMENT OF ARTICLES OF ASSOCIATION

The Articles of Association may be amended by resolution of the
shareholders upon proposal by the Board of Directors.

DISCLOSURE OF HOLDINGS

Under the Dutch Act on disclosure of holdings in listed companies 1996 (Wet
melding zeggenschap in ter beurze genoteerde vennootschappen 1996) (the
"Disclosure Act"), if shares of Common Stock are admitted to official quotation
or listing on the Amsterdam Stock Exchange or on any other such stock exchange
in the European Economic Area, holders and certain beneficial owners of an
interest in the voting rights and/or the
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capital of James Hardie must promptly notify James Hardie and the Securities
Board of The Netherlands (Stichting Toezicht Effectenverkeer) if their voting
rights or capital interest in James Hardie reaches, exceeds or falls below the
rate of 5% - 10%, 10% - 25%, 25% - 50%, 50% - 66 2/3% or over 66 2/3%. Failure
to comply constitutes a criminal offense and could result in criminal as well as
civil sanctions, including suspension of voting rights. At this time, James
Hardie does not intend to list on any such exchange.

LIMITATIONS ON RIGHT TO HOLD OR VOTE SHARES OF COMMON STOCK

Article 10 of the Company's Articles of Association provides that, unless
approved by the Board of Directors (and subject to certain other exceptions),
any person or group (a "Large Shareholder") who acquires beneficial ownership of
more than 20% of the outstanding shares of Common Stock must sell or otherwise
transfer the portion of the shares exceeding such threshold (the "Excess
Shares") within 30 days of the date on which such person is notified by the
Company. If the Large Shareholder does not sell or otherwise transfer the Excess
Shares within 30 days after notice from the Company, the Company may redeem the
Excess Shares or sell, on behalf of the Large Shareholder, the Excess Shares to
one or more third parties, at a price per share equal to the lower of (a) the
average of the closing sale prices for the shares of Common Stock on the NYSE
for the 20 trading days immediately preceding the notice described above from
the Company or (b) the closing sale price on the trading day immediately
preceding such sale. Once the Company has provided the notice described above,
the Large Shareholder may not vote, or receive dividends with respect to, any
Excess Shares. For purposes of Article 10, a person shall not be considered to
beneficially own a share of the Common Stock solely as a result of an agreement,
arrangement or understanding to vote such share if such agreement, arrangement
or understanding arises solely from a revocable proxy given in response to a
public proxy solicitation made pursuant to, and in compliance with, all
applicable laws. Neither JHIL, the Selling Shareholder, nor any entity
controlled thereby will be considered a Large Shareholder. This article may have
the effect of delaying or preventing a change in control of the Company.

There are currently no limitations imposed by Dutch law or the Company's
Articles of Association on the rights of persons who are not residents of The
Netherlands to hold or vote shares of Common Stock, solely as a result of such
non-resident status.

SHARE CERTIFICATES AND TRANSFER

The shares of Common Stock will be in registered form only and will be
registered in a register kept by or on behalf of the Company by the Transfer
Agent and Registrar, evidenced by certificates.

The shares of Common Stock have been approved for listing (subject to
official notice of issuance) on the NYSE.

The transfer of shares of Common Stock requires a written instrument
intended for such purpose and, except when James Hardie itself is a party to
such legal act, the written acknowledgment of the transfer by James Hardie or
service of the instrument of transfer (or a certified copy or extract thereof)
on James Hardie. In order to facilitate such transfer, James Hardie will provide
the Transfer Agent and Registrar with powers of attorney to enable execution and
acknowledgment of the appropriate documents to comply with Dutch law.
Certificates representing shares of Common Stock are transferred by delivery
thereof to the Transfer Agent and Registrar on behalf of James Hardie and will
be acknowledged by the Transfer Agent and Registrar on behalf of James Hardie by
endorsement on the certificate itself or by the issuance of a new share
certificate.

The CUSIP number for the Common Stock is N47235 10 1.

TAXATION

GENERAL

The following general discussion of the material tax consequences of an
investment in the shares of Common Stock is based on the current law applicable
in The Netherlands and the United States as in effect

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on the date of this Prospectus and is subject to changes therein, including
changes that could have retroactive effect. This discussion does not purport to
describe all tax consequences that may be relevant to a purchaser of Common
Stock. The statements set forth below, to the extent they constitute matters of
U.S. law, summaries of U.S. legal matters or U.S. legal conclusions, are the
opinion of Gibson, Dunn & Crutcher LLP, U.S. tax counsel to the Company, and to
the extent they constitute matters of Dutch tax law, summaries of Dutch tax
matters or Dutch taxation conclusions, are the opinion of PricewaterhouseCoopers
N.V., Dutch tax counsel to the Company. Gibson, Dunn & Crutcher LLP, U.S. tax
counsel to the Company, has not opined as to whether the Company is or will
become either a "foreign personal holding company" or a "passive foreign
investment company" for U.S. tax purposes because such determinations are
inherently factual in nature. Except as specifically provided for herein, this
discussion does not consider the effect of any foreign, state, local or other
tax laws that may be applicable to a purchaser of Common Stock.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE TAX
CONSEQUENCES OF AN INVESTMENT IN SHARES IN LIGHT OF THEIR PARTICULAR
CIRCUMSTANCES, INCLUDING THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.

UNITED STATES TAXATION

The following discussion contains a description of the material U.S.
federal income tax consequences generally applicable to an investment in the
shares of Common Stock ("Shares") by the following persons who invest in Shares
pursuant to the Offerings, and who hold such Shares as capital assets ("U.S.
Shareholders"): (1) citizens or residents of the United States (as defined for
U.S. federal income tax purposes), (2) corporations, partnerships or other
entities created or organized in or under the laws of the United States or any
political subdivision thereof, (3) estates the income of which is subject to
U.S. federal income taxation regardless of its source, and (4) trusts if (A) a
court in the United States is able to exercise primary supervision over the
administration of the trust and (B) one or more U.S. persons have the authority
to control all of the substantial decisions of the trust. This summary does not
purport to be a comprehensive description of all the tax considerations that may
be relevant to a U.S. Shareholder's decision to acquire Shares. In particular,
this summary does not address (a) the tax treatment of special classes of U.S.
Shareholders, such as financial institutions, life insurance companies,
tax-exempt organizations, shareholders whose functional currency is not the U.S.
dollar or dealers in securities, (b) the tax treatment of U.S. Shareholders who
own (directly or indirectly by attribution through certain related parties) 10%
or more of the voting stock of the Company, (c) the application of other U.S.
federal taxes such as U.S. federal estate tax, and (d) the application of any
aspect of state, local and non-U.S. tax laws.

Taxation of Distributions

The gross amount of any distribution by the Company (including any Dutch
taxes withheld therefrom) with respect to Shares generally will be included in
the gross income of a U.S. Shareholder as dividend income to the extent paid out
of current or accumulated earnings and profits of the Company, as determined
under U.S. federal income tax principles ("earnings and profits"). To the extent
that the amount of any distribution is not paid out of earnings and profits of
the Company, such amount will first be treated as a tax-free return of capital
to the extent of the U.S. Shareholder's adjusted tax basis in the Shares and, to
the extent that such amount exceeds the U.S. Shareholder's adjusted tax basis in
the Shares, such excess will be taxed as capital gain. See discussion of
"Capital Gains Rates" below. Distributions treated as dividends generally will
be treated as income from sources outside the United States and generally will
be foreign source "passive" income (or, in the case of certain U.S.
Shareholders, foreign source "financial services income") for purposes of the
foreign tax credit provisions. See discussion of "Credit of Foreign Taxes
Withheld" below. U.S. Shareholders will not be entitled to the dividends
received deduction with respect to any distributions by the Company treated as
dividends.

The amount of any distribution in Dutch guilders (or another foreign
currency) will generally equal the fair market value in U.S. dollars of the
Dutch guilders (or other foreign currency) on the date of receipt. A U.S.
Shareholder will have a basis for U.S. federal income tax purposes in the Dutch
guilders (or other foreign currency) distributed equal to their U.S. dollar
value on the date of receipt. Any gain or loss recognized upon
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the subsequent disposition of the Dutch guilders (or other foreign currency)
will generally be U.S. source ordinary income or loss, but individual U.S.
Shareholders may be entitled to nonrecognition of any gain realized on the
disposition of the Dutch guilders (or other foreign currency) to the extent such
gain does not exceed $200 and the realization transaction constitutes a
"personal transaction" for purposes of the U.S. Internal Revenue Code of 1986,
as amended (the "Code"). The amount of any distribution of property other than
money will be equal to its fair market value on the date of distribution.

Credit of Foreign Taxes Withheld

Subject to certain conditions and limitations (including pursuit of refunds
to the extent available), the foreign tax legally owed and withheld or paid with
respect to dividends on Shares generally will be eligible for credit against a
U.S. Shareholder's federal income tax liability. Alternatively, a U.S.
Shareholder may claim a deduction for such amount of withheld foreign taxes, but
only for a year for which such U.S. Shareholder elects to do so with respect to
all foreign income taxes. The rules relating to the determination of the foreign
tax credit are complex, and U.S. Shareholders should consult their tax advisors
to determine whether and to what extent a foreign tax credit would be available.

Under certain specific circumstances, and subject to certain limitations
and conditions, the Company may be permitted to retain a portion of Dutch
withholding taxes that are withheld from dividend distributions to its
shareholders, rather than paying such amounts to The Netherlands Tax
Administration. This will result from the application of a Netherlands tax
credit which may not exceed 3% of the dividend distribution, and which will be
available to the extent that the dividend distribution relates to dividends
received by the Company from qualifying non-Netherlands subsidiaries, with
respect to which at least 5% withholding tax has been withheld. It is unclear
whether U.S. Shareholders will be eligible for a foreign tax credit for the
retained portion of Dutch withholding taxes. If the U.S. Shareholders are
ineligible for a foreign tax credit with respect to this amount, they may be
entitled to claim a deduction for such amount for U.S. federal income tax
purposes. The Company does not anticipate that a significant portion of
dividends will be subject to the above-described rules.

Sale or Other Disposition of Shares

Gain or loss, if any, recognized by a U.S. Shareholder on the sale or other
disposition of Shares will be subject to U.S. federal income taxation as capital
gain or loss in an amount equal to the difference between the U.S. Shareholder's
adjusted tax basis in such Shares and the amount realized on the sale or other
disposition. Lower marginal tax rates may apply to individual U.S. Shareholders
in the case of capital gains, depending on the holding period of Shares sold by
such U.S. Shareholders. See discussion of "Capital Gains Rates" below. For U.S.
federal income tax purposes, capital losses not offset by capital gain are
subject to limitations on deductibility. Gain or loss realized by a U.S.
Shareholder on the sale or other disposition of Shares generally will be treated
as income from sources within the United States for purposes of the foreign tax
credit provisions, unless the gain is attributable to an office or fixed place
of business maintained by the U.S. Shareholder outside the United States, and
certain other conditions are met.

Capital Gains Rates

For individual U.S. Shareholders, the difference between the tax rates
applicable to capital gain and ordinary income may be significant. The highest
marginal income tax rate (disregarding the effect of limitations on deductions)
applicable to ordinary income by an individual U.S. Shareholder is 39.6%. Any
net capital gain recognized by an individual U.S. Shareholder generally will be
taxed at a maximum rate of 20% with respect to capital gain attributable to the
sale or exchange of assets held for more than one year. Gain attributable to the
sale or exchange of capital assets held for one year or less is short-term
capital gain, which is taxable as ordinary income.

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Passive Foreign Investment Company Status

Special U.S. federal income tax rules apply to U.S. Shareholders owning
capital stock of a "passive foreign investment company" (a "PFIC"). A foreign
corporation will be considered a PFIC for any taxable year in which 75% or more
of its gross income is passive income or in which 50% or more of the average
value of its assets are considered "passive assets" (generally assets that
generate passive income or assets held for the production of passive income).
For these purposes, passive income generally does not include interest,
dividends or royalties received from related parties. The Company believes that
it currently is not a PFIC for U.S. federal income tax purposes and does not
anticipate that it will become a PFIC in the future.

If the Company were classified as a PFIC, a U.S. Shareholder generally
would be subject to increased tax liability (possibly including an interest
charge) upon the sale or other disposition of Shares or upon receipt of "excess
distributions," unless such U.S. Shareholder elects (1) to be taxed currently on
its pro rata portion of the Company's income, whether or not such income was
distributed in the form of dividends or otherwise, or (2) to mark its Shares to
market by accounting for any difference between such Shares' fair market value
and adjusted basis at the end of the taxable year by either an inclusion in
income or a deduction from income.

Foreign Personal Holding Company Status

A foreign corporation will be classified as a "foreign personal holding
company" (an "FPHC") if (i) at any time during the corporation's taxable year,
five or fewer individuals, who are U.S. citizens or residents, directly or
indirectly own more than 50% of the corporation's capital stock (by either
voting power or value) (the "Shareholder Test") and (ii) the corporation
receives at least 60% of its gross income (reduced to at least 50% after the
initial year of qualification under certain circumstances), as adjusted, for the
taxable year from certain passive sources (the "Income Test"). Although the
Company believes that it will meet the Income Test because most of its income
will likely be derived from dividends paid by its subsidiaries, the Company
believes that the Shareholder Test was not met prior to the Offerings and will
not be met immediately after the Offerings. Therefore, the Company believes that
it currently is not an FPHC for U.S. federal income tax purposes.

If the Company were classified as an FPHC, U.S. Shareholders (including
certain indirect holders) would be required to include in income, as a dividend,
their pro rata share of the Company's undistributed taxable income, as
specifically adjusted, if they were holders on the last day of the Company's
taxable year (or, if earlier, the last day on which the Company satisfies the
Shareholder Test), but such pro rata share would increase their basis in shares
of Common Stock by a corresponding amount. In addition, if the Company became an
FPHC, U.S. persons who acquire Shares from decedents would not receive a
"stepped-up" basis in such Shares. Instead, such a holder would have a tax basis
equal to the lower of fair market value or the decedent's basis.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends paid
in respect of Shares to non-corporate U.S. Shareholders or the proceeds received
on the sale, exchange or redemption of Shares by non-corporate U.S.
Shareholders, and such amounts may be subject to a 31% U.S. backup withholding
tax. Backup withholding tax will not apply, however, to a U.S. Shareholder who
(1) is a corporation or comes within certain exempt categories and, when
required, demonstrates this fact, or (2) furnishes a correct taxpayer
identification number or certificate of foreign status and makes certain other
required certifications as provided by the backup withholding rules. Generally,
a U.S. Shareholder will provide such certifications on Form W-9 (Request for
Taxpayer Identification Number and Certification). A U.S. Shareholder who does
not furnish the Company with his or her correct taxpayer identification number
may also be subject to penalties imposed by the U.S. Internal Revenue Service
(the "IRS"). Backup withholding is not an additional tax and may be claimed as a
credit against the U.S. federal income tax liability of a U.S. Shareholder,
provided that the required information is furnished to the IRS.

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NETHERLANDS TAXATION

The statements below represent a broad analysis of the current Netherlands
tax laws and are limited to tax implications for a holder of shares of Common
Stock who is not a citizen or resident or deemed resident of The Netherlands.
The description is not to be read as extending by implication to matters not
specifically referred to herein. Any prospective investor is strongly urged to
consult such investor's own tax advisor, as individual circumstances may affect
the general tax consequences described in this summary.

Withholding Tax

Dividends distributed by the Company generally are subject to a withholding
tax imposed by The Netherlands at a rate of 25%. The term "dividends" for this
purpose includes, but is not limited to:

(1) distributions in cash or in kind, constructive distributions, and
repayments of additional paid-in capital not recognized as such for
Netherlands dividend withholding tax purposes;

(2) liquidation proceeds, proceeds of redemption of shares of Common
Stock or, generally, consideration for the repurchase of shares of Common
Stock by the Company in excess of the average paid-in capital recognized
for Netherlands dividend withholding tax purposes;

(3) the par value of shares of Common Stock issued to a holder of
shares of Common Stock or an increase of the par value of shares of Common
Stock, as the case may be, to the extent that no contribution to capital,
recognized for Netherlands dividend withholding tax purposes, was made or
will be made; and

(4) partial repayment of paid-in capital, recognized for Netherlands
dividend withholding tax purposes, if and to the extent that there are net
profits, within the meaning of the Dividend Withholding Tax Act, unless the
general meeting of shareholders of the Company has previously resolved to
make such repayment and provided that the par value of the shares of Common
Stock concerned has been reduced by a corresponding amount by changing the
Articles of Association of the Company.

As a result of contributions in shares to the paid-in capital of the
Company made prior to the initial public offering, a portion of such paid-in
capital may not be recognized for Dutch dividend withholding tax purposes. If a
holder of shares of Common Stock is resident in a country with which The
Netherlands has concluded a convention to avoid double taxation that is in
effect, such holder may, depending on the terms of such double taxation
convention, be eligible for a full or partial exemption from, or refund of,
Netherlands dividend withholding tax. Arguably, repayment of paid-in capital in
the manner described in the second part of the sentence in (4) above, may be
subject to dividend withholding tax to the extent that dividends have been
received from qualifying non-Netherlands subsidiaries out of profits generated
after the contribution in shares.

Under the US-NL Treaty, dividends paid by the Company to a resident of the
United States (other than an exempt organization or exempt pension organization)
are generally eligible for a reduction of the 25% Netherlands withholding tax to
15%, or in the case of certain U.S. corporate shareholders owning at least 10%
of the voting power of the Company, 5%, unless the shares of Common Stock held
by such resident are attributable to a business or part of a business that is,
in whole or in part, carried on through a permanent establishment or a permanent
representative in The Netherlands. The US-NL Treaty provides for a complete
exemption for dividends received by exempt pension organizations and exempt
organizations, as defined therein. A holder of shares of Common Stock other than
an individual will not be eligible for the benefits of the US-NL Treaty if such
holder of shares of Common Stock does not satisfy one or more of the tests set
forth in the limitation on benefits provisions of Article 26 of the US-NL
Treaty.

A holder of shares of Common Stock (other than an exempt organization or
exempt pension organization) generally may claim the benefits of a reduced
withholding tax rate pursuant to the US-NL Treaty by submitting a duly signed
Form 1B 92 USA, which form includes a banker's affidavit stating that the shares
of Common Stock are in the bank's custody in the name of the applicant, or that
the shares of Common Stock have been shown to the bank as being the property of
the applicant. If the Form IB 92 USA is submitted prior to the dividend payment
date and all relevant conditions are fulfilled, the Company can apply

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the reduced withholding tax rate to the dividend payment. A holder of shares of
Common Stock unable to claim withholding tax relief in this manner can obtain a
refund of excess tax withheld by filing a Form IB 92 USA and describing the
circumstances that prevented claiming withholding tax relief at source.

Holders of shares of Common Stock through DTC will initially receive
dividends subject to a withholding tax rate of 25%. An additional amount equal
to 10% of the dividend will be paid to such holders upon receipt by the dividend
disbursing agent of notification that such holders are eligible for the reduced
rate under the US-NL Treaty.

Qualifying U.S. exempt organizations must seek a full refund of the tax
withheld by using Form IB 95 USA, which form also includes a banker's affidavit.
An exempt pension organization can obtain a full exemption of the dividend
withholding tax at source upon payment of the dividends, provided a duly signed
Form IB 92 USA is filed in advance of the payment, which form also includes a
banker's affidavit, and all relevant conditions are fulfilled.

Taxes on Income and Capital Gains

A holder of shares of Common Stock will not be subject to any Netherlands
taxes on income or capital gains in respect of dividends distributed by the
Company or in respect of capital gains realized on the disposition of shares of
Common Stock (other than the dividend withholding tax described above), provided
that:

(1) such holder is neither resident nor deemed to be resident in The
Netherlands;

(2) such holder does not have a business or an interest in a business
that is, in whole or in part, carried on through a permanent establishment
or a permanent representative in The Netherlands and to which business or
part of a business, as the case may be, the shares of Common Stock are
attributable; and

(3) the shares of Common Stock owned by such holder do not form part
of a substantial interest or a deemed substantial interest, as defined, in
the share capital of the Company or, if such shares of Common Stock do form
part of such an interest, they form part of the assets of a business.

Shares of Common Stock will generally not form part of a substantial
interest if the holder of such shares of Common Stock, alone or together with
his spouse, certain other relatives and/or certain persons sharing his
household, does not own, directly or indirectly, or is entitled to certain other
rights over, shares of Common Stock representing 5% or more of the total issued
and outstanding capital or the issued and outstanding capital of shares of
Common Stock of the Company. A deemed substantial interest generally exists if
(part of) a substantial interest has been disposed of or is deemed to have been
disposed of without recognition of gain.

A holder of shares of Common Stock, who meets the conditions set forth in
this section under (i) and (ii), but who has a substantial interest or a deemed
substantial interest, which does not form part of the assets of a business, is
generally subject to Netherlands income tax in respect of dividends distributed
by the Company or capital gains realized on the disposition of shares of Common
Stock, at a rate of up to 25%, if such holder is an individual, or at a rate of
35%, if such holder is not an individual. Such holder is generally entitled to a
credit for Netherlands dividend withholding tax withheld against Netherlands
income tax, if any.

If such holder is resident of a country with which The Netherlands has
concluded a convention to avoid double taxation, such holder may, depending on
the terms of such double taxation convention, be eligible for an exemption from
Netherlands income tax on capital gains realized upon the disposition or deemed
disposition of shares of Common Stock, or to a full or partial exemption from
Netherlands income tax on dividends distributed by the Company.

Under the US-NL Treaty, capital gains realized by such holder upon the
disposition of shares of Common Stock, provided such holder is a resident, as
defined, of the United States, are, with certain exceptions, generally exempt
from Netherlands tax on income and capital gains.

Under the US-NL Treaty, dividends received from the Company by such holder
who is a resident of the United States (other than an exempt organization or an
exempt pension organization) are generally eligible

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for a reduction of The Netherlands income tax liability to 15%. The US-NL Treaty
provides for a complete exemption of Netherlands income tax for dividends
received by exempt pension organizations and exempt organizations, as defined.

As indicated above, a holder of shares of Common Stock, other than an
individual, will not be eligible for the benefits of the US-NL Treaty if such
holder of shares of Common Stock does not satisfy one or more of the tests set
forth in the limitation on benefits provisions of Article 26 of the US-NL
Treaty.

Net Wealth Tax

A holder of shares of Common Stock will not be subject to Netherlands net
wealth tax in respect of the shares of Common Stock, provided that such holder
is not an individual or, if the holder is an individual, provided that the
conditions set forth under paragraphs (1) and (2) of the section "Taxes on
Income and Capital Gains" above are met.

Gift, Estate and Inheritance Taxes

No gift, estate or inheritance taxes will arise in The Netherlands with
respect to an acquisition of shares of Common Stock by way of a gift by, or on
the death of, a holder of shares of Common Stock who is neither resident nor
deemed to be resident in The Netherlands, unless:

(1) such holder has at the time of the gift or had at the time of the
holder's death, a business or an interest in a business that is or was, in
whole or in part, carried on through a permanent establishment or a
permanent representative in The Netherlands and to which business or part
of a business, as the case may be, the shares of Common Stock are or were
attributable; or

(2) in the case of a gift of shares of Common Stock made by a holder
at a time when such holder was not a resident or deemed to be resident in
The Netherlands, such holder dies within 180 days after the date of the
gift, while being resident or deemed to be resident in The Netherlands.

For purposes of Netherlands gift and inheritance tax, an individual who
holds Netherlands nationality will be deemed to be resident in The Netherlands
if he has been resident in The Netherlands at any time during the 10 years
preceding the date of the gift or his death.

For purposes of Netherlands gift tax, an individual not holding Netherlands
nationality will be deemed to be resident in The Netherlands if he has been
resident in The Netherlands at any time during the 12 months preceding the date
of the gift.

Capital Duty Payable by the Company

Netherlands capital duty will be payable by the Company at the rate of 1%
of any contribution (including cash, in kind and/or deemed capital
contributions) made in respect of the shares of Common Stock, including a 1%
capital duty payable in The Netherlands on the proceeds received by the Company
in any future issuance of shares. Specific exemptions from capital duty were
applicable with respect to the contributions to the capital of the Company
(excluding certain minimum cash contributions) made prior to the Offerings.

Other Taxes and Duties

No Netherlands registration tax, transfer tax, stamp duty or any other
similar documentary tax or duty will be payable by investors in the Company in
respect of or in connection with the subscription issue, placement, allotment or
delivery of the shares of Common Stock.

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UNDERWRITING

The names of the U.S. Underwriters for the United States Offering and the
aggregate number of shares of Common Stock that each has severally agreed to
purchase from the Selling Shareholder, subject to the terms and conditions
specified in the Underwriting Agreement, are as follows:

<TABLE>
<CAPTION>
U.S. UNDERWRITERS NUMBER OF SHARES
----------------- ----------------
<S> <C>
Warburg Dillon Read LLC.....................................
Credit Suisse First Boston Corporation......................
Merrill Lynch Pierce, Fenner & Smith
Incorporated...................................
---------
Total............................................. 6,375,000
=========
</TABLE>

The U.S. Managing Underwriter is Warburg Dillon Read LLC.

The names of the International Underwriters for the International Offering
and the aggregate number of shares of Common Stock that each has severally
agreed to purchase from the Selling Shareholder, subject to the terms and
conditions specified in the Underwriting Agreement, are as follows:

<TABLE>
<CAPTION>
INTERNATIONAL UNDERWRITERS NUMBER OF SHARES
-------------------------- ----------------
<S> <C>
UBS AG, acting through its division Warburg Dillon Read.....
Credit Suisse First Boston (Europe) Limited.................
Merrill Lynch International.................................
---------
Total............................................. 1,125,000
=========
</TABLE>

The International Managing Underwriter is UBS AG, acting through its
division Warburg Dillon Read.

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The per share price to the public and the per
share underwriting discounts and commissions for the Offerings will be
identical. The closing of the United States Offering is a condition to the
closing of the International Offering, and vice versa.

If any shares of Common Stock offered are purchased by the Underwriters,
all such shares will be so purchased. The Underwriting Agreement contains
certain provisions whereby if any U.S. Underwriter or International Underwriter
defaults in its obligation to purchase the shares to be purchased by it and if
the aggregate obligations of the U.S. Underwriters or International Underwriters
so defaulting do not exceed 10% of the shares offered in the United States
Offering or the International Offering, respectively, the remaining U.S.
Underwriters, or some of them, or the remaining International Underwriters, or
some of them, as the case may be, must assume such obligations.

The shares of Common Stock offered hereby are being initially offered
severally by the Underwriters for sale at the price set forth on the cover page
hereof, or at such price less a concession not in excess of $ per share on
sales to certain dealers. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to certain other dealers.
The shares offered hereby will be delivered when, as and if accepted by the
Underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the Offerings without notice. The Underwriters reserve the right
to reject any order for the purchase of the shares of Common Stock offered
hereby. After the initial public offering of the shares of Common Stock, the
public offering price, the concession and the reallowance may be changed by the
U.S. Managing Underwriter or the International Managing Underwriter.

Pursuant to the Agreement Between the U.S. Underwriters and International
Underwriters (the "Agreement Between Underwriters"), each U.S. Underwriter has
represented and agreed that, with certain exceptions, (1) it is not purchasing
any U.S. Shares (as defined below) for the account of anyone other than a United
States or Canadian Person (as defined below) and (2) it has not offered or sold,
and will not offer or

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sell, directly or indirectly, any U.S. Shares or distribute any prospectus
relating to the U.S. Shares outside the United States or Canada or to anyone
other than a United States or Canadian Person. Pursuant to the Agreement Between
Underwriters, each International Underwriter has represented and agreed that,
with certain exceptions, (1) it is not purchasing any International Shares (as
defined below) for the account of any United States or Canadian Person and (2)
it has not offered or sold, and will not offer or sell, directly or indirectly,
any International Shares or distribute any prospectus relating to the
International Shares within the United States or Canada or to any United States
or Canadian Person. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement Between
Underwriters. As used herein "United States or Canadian Person" means any
national or resident of the United States or Canada, or any corporation,
pension, profit-sharing or other trust or other entity organized under the laws
of the United States or Canada or of any political subdivision thereof (other
than a branch located outside the United States and Canada of any United States
or Canadian Person) and includes any United States or Canadian branch of a
person who is otherwise not a United States or Canadian Person. All shares of
Common Stock to be purchased by the U.S. Underwriters and the International
Underwriters are referred to herein as the "U.S. Shares" and the "International
Shares," respectively.

Pursuant to the Agreement Between Underwriters, sales may be made between
the U.S. Underwriters and the International Underwriters of such number of
shares of Common Stock as may be mutually agreed. As a result, shares of Common
Stock originally purchased pursuant to the U.S. Underwriting Agreement may be
sold outside the United States and Canada, and shares of Common Stock originally
purchased pursuant to the International Underwriting Agreement may be sold in
the United States or Canada. The price of any shares so sold will, unless
otherwise agreed, be the price to the public, less an amount not greater than
the selling concession.

Pursuant to the Agreement Between Underwriters, each U.S. Underwriter has
represented that it has not offered or sold, and has agreed not to offer or
sell, any shares of Common Stock, directly or indirectly, in Canada in
contravention of the securities laws of Canada or any province or territory
thereof and has represented that any offer of Common Stock in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus in
the province or territory of Canada in which such offer is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
shares of Common Stock a notice stating in substance that, by purchasing such
Common Stock, such dealer represents and agrees that it has not offered or sold,
and will not offer or sell, directly or indirectly, any of such Common Stock in
Canada or to, or for the benefit of, any resident of Canada in contravention of
the securities laws of Canada or any province or territory thereof and that any
offer of Common Stock in Canada will be made only pursuant to an exemption from
the requirement to file a prospectus in the province of Canada in which such
offer is made, and that such dealer will deliver to any other dealer to whom it
sells any of such Common Stock a notice to the foregoing effect.

Pursuant to the Agreement Between Underwriters, each International
Underwriter has represented and agreed that: (1) it has not offered or sold and
during the period of six months from the date hereof will not offer or sell any
shares of Common Stock to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations of 1995 (the "Regulations"); (2) it has
complied and will comply with all applicable provisions of the Financial
Services Act of 1986 and the Regulations with respect to anything done by it in
relation to the shares of Common Stock in, from or otherwise involving the
United Kingdom; and (3) it has only issued or passed on and will only issue or
pass on to any person in the United Kingdom any document received by it in
connection with the offer of the shares of Common Stock if that person is of a
kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.

In any jurisdiction this Prospectus is for distribution only to persons to
whom it may lawfully be issued and only in accordance with the laws and
regulations of such jurisdiction. The distribution of this Prospectus

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and the offer and the sale of the Common Stock offered hereby may be restricted
by law in certain jurisdictions. Persons who receive this Prospectus must inform
themselves about and observe such restrictions.

In Belgium, this Prospectus is being distributed only to banks, subscribers
and other persons, distribution to whom will not contravene any relevant laws or
restrictions regarding the public offering of securities.

Neither this Prospectus, which has not been approved by, nor registered nor
filed with the Commission des Operations de Bourse, nor any other offering
material relating to the shares of Common Stock may be used in connection with
any offer for subscription or sale of the shares of Common Stock to the public
in France or be distributed to the public in France other than to a limited
number of institutional investors (excluding investment trusts or funds) acting
for their own account. Persons into whose possession this material comes must
inform themselves about and observe any such restrictions. This material does
not constitute and may not be used for or in connection with either an offer to
any person to whom it is unlawful to make such an offer or a solicitation by
anyone not authorized so to act.

The Selling Shareholder has granted to the U.S. Underwriters an option,
which may be exercised within 30 days after the date of this Prospectus, to
purchase up to an additional 1,125,000 shares of Common Stock to cover
over-allotments, if any, on the same terms per share. To the extent the U.S.
Underwriters exercise this option, each of the U.S. Underwriters will be
obligated, subject to certain conditions, to purchase the number of additional
shares of Common Stock proportionate to such U.S. Underwriter's initial
commitment.

The Company, the Selling Shareholder and JHIL have agreed, subject to
certain limited exceptions, that they will not sell, offer or agree to sell,
contract to sell, grant any option to sell or otherwise dispose of, directly or
indirectly, any shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock or warrants or other rights to
purchase Common Stock or any other securities of the Company that are
substantially similar to Common Stock or permit the registration under the
Securities Act of any shares of Common Stock for a period of 180 days after the
date of this Prospectus without the prior written consent of Warburg Dillon Read
LLC.

The Company, the Selling Shareholder and JHIL have agreed in the
Underwriting Agreement to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.

Warburg Dillon Read LLC and its affiliates have rendered certain financial
advisory and investment banking services to JHIL and its affiliates, including
in connection with the Reorganization, for which they have received customary
fees.

The U.S. Managing Underwriter and the International Managing Underwriter
have advised the Company and the Selling Shareholder that they do not expect
sales to discretionary accounts by the Underwriters to exceed 5% of the total
number of shares sold in the Offerings.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to 375,000 of the shares of Common Stock
offered hereby for employees, officers and business associates of the Company.
The number of shares of Common Stock available for sale to the general public
will be reduced to the extent such persons purchase such reserved shares. Any
reserved shares that are not so purchased will be offered by the Underwriters to
the general public on the same basis as the other shares offered thereby.

In connection with the Offerings, the U.S. Managing Underwriter and the
International Managing Underwriter, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions or
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Over-allotment involves syndicate
sales in excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of shares of Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the U.S. and the International Managing
Underwriters to reclaim a selling concession from a syndicate member when shares
of Common Stock

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<PAGE> 98

originally sold by such syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Such stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the
shares of Common Stock to be higher than it would otherwise be in the absence of
such transactions. These transactions may be effected on the NYSE or otherwise
and, if commenced, may be discontinued at any time.

Prior to the Offerings, there has been no public market for the shares of
Common Stock. Consequently, the offering price will be determined by
negotiations among the Selling Shareholder, the U.S. Managing Underwriter and
the International Managing Underwriter. Among the principal factors considered
in such negotiations will be the prevailing market and general economic
conditions, the price-to-earnings ratios of other publicly traded companies, the
revenues and earnings of the Company in recent periods, the current financial
position of the Company, estimates of the business potential of the Company and
the present state of the Company's development. Additionally, consideration will
be given to the general state of the securities market, the market conditions
for new issues of securities and the demand for securities of comparable
companies at the time the Offerings are made.

The shares of Common Stock have been approved for listing (subject to
official notice of issuance) on the NYSE. In connection with the listing of the
Common Stock on the NYSE, the Underwriters will undertake to sell round lots of
100 shares or more to a minimum of 2,000 beneficial holders.

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LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Shareholder by De Brauw Blackstone
Westbroek N.V. Advice with respect to Dutch tax matters has been provided by
PricewaterhouseCoopers N.V., Dutch tax advisors to the Company. Certain legal
matters in connection with the Offerings will be passed upon for the Company by
Gibson, Dunn & Crutcher LLP and for the Underwriters by Davis Polk & Wardwell.
Gibson, Dunn & Crutcher LLP and Davis Polk & Wardwell will rely on the opinions
of De Brauw Blackstone Westbroek N.V. with respect to all matters of Dutch law
and PricewaterhouseCoopers N.V. with respect to Dutch tax law matters.

EXPERTS

The consolidated balance sheets as of March 31, 1997 and 1998, and the
consolidated statements of income, cash flows and changes in shareholders'
equity for each of the three years in the period ended March 31, 1998, included
in this Prospectus have been included herein in reliance on the report of
PricewaterhouseCoopers, Australia, independent accountants, given on the
authority of that firm as experts in accounting and auditing.

AVAILABLE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form F-1
filed by the Company with the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and in
such instance reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified by such reference.

As a result of the United States Offering, the Company will become subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), applicable to "foreign private issuers," and in accordance
therewith will file reports, including annual reports, and other information
with the Commission. Such reports and other information may be obtained, upon
written request, from the Transfer Agent and Registrar at its principal office
located at 40 Wall Street, New York, New York 10005. Such reports and other
information may also be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024 Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the Commission located at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. In addition, reports and other information concerning the
Company may be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005. As a foreign private issuer, the Company
is exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements and annual reports to shareholders and the
short-swing profit recovery provisions set forth in Section 16 of the Exchange
Act. The Company intends to furnish its shareholders with annual reports
containing consolidated financial statements examined by an independent
accounting firm and with quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information.

97
<PAGE> 100

ENFORCEMENT OF CIVIL LIABILITIES

The Company is incorporated under the laws of The Netherlands with its
corporate seat in Amsterdam, The Netherlands. Certain of the Company's
directors, executive officers and subsidiaries, and certain of the experts named
herein, are residents of jurisdictions outside the United States and significant
assets of the Company and of such persons are located outside the United States.
As a result, it may be difficult for investors to effect service of process
within the United States upon the Company or such other persons, or to enforce
outside the United States judgments obtained against such persons in the U.S.
courts, or to enforce in U.S. courts judgments obtained against such persons in
courts in jurisdictions outside the United States, in each case, in any action,
including actions predicated upon the civil liability provisions of U.S.
securities laws.

The Company has been advised by its Dutch counsel, De Brauw Blackstone
Westbroek N.V., that the United States and The Netherlands do not currently have
a treaty providing for reciprocal recognition and enforcement of judgments
(other than arbitration awards) in civil and commercial matters. In the view of
such counsel, a final judgment for the payment of money rendered by any federal
or state court in the United States based on civil liability, whether or not
predicated solely upon the federal securities laws of the United States, would
not be directly enforceable in The Netherlands. However, if the party in whose
favor such final judgment is rendered brings a new suit in a court of competent
jurisdiction in The Netherlands, such party may submit in the course of such
proceedings the final judgment that has been rendered in the United States. If a
Netherlands court finds that the jurisdiction of the federal or state court in
the United States has been based on grounds that are internationally acceptable
and that proper legal procedures have been observed, the court in The
Netherlands would, in principle, give binding effect to the final judgment that
has been rendered in the United States unless such judgment contravenes
Netherlands' public policy. In addition, there is doubt as to whether a court in
The Netherlands would render a judgment in an original action predicated solely
upon the federal securities laws of the United States. Further, it may be
difficult for investors to enforce, in original actions brought in courts in
jurisdictions located outside the United States, rights predicated upon the U.S.
securities laws. See "Risk Factors -- Potential Difficulties in Protecting
Shareholder Rights and in Enforcing Civil Liabilities."

98
<PAGE> 101

NOTICE TO ONTARIO AND QUEBEC RESIDENTS

RESALE RESTRICTIONS

The distribution of the shares of Common Stock in Ontario or Quebec is
being made only on a private placement basis exempt from the requirement that
the Company and the Selling Shareholder prepare and file a prospectus with the
securities regulatory authorities in Ontario or Quebec. Accordingly, any resale
of the shares of Common Stock in Ontario or Quebec must be made in accordance
with Ontario or Quebec securities laws which may require resales to be made in
accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Ontario or Quebec securities regulatory
authority. PURCHASERS ARE ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF
THE SHARES OF COMMON STOCK IN ONTARIO OR QUEBEC.

REPRESENTATIONS OF PURCHASERS

Each purchaser of shares of Common Stock in Ontario or Quebec who receives
a purchase confirmation will be deemed to represent to the Company, the Selling
Shareholder and the dealer from whom such purchase confirmation is received that
(1) such purchaser is entitled under applicable Ontario or Quebec securities
laws to purchase such shares of Common Stock without the benefit of a prospectus
qualified under such securities laws, (2) where required by law, that such
purchaser is purchasing as principal and not as agent, (3) such purchaser has
reviewed the text above under "Resale Restrictions," (4) such purchaser is
basing its investment decision solely on the basis of this document and not on
any other information concerning the Company or this Offering and (5) such
purchaser shall, where required, execute all private placement reports as and
when required under Ontario and Quebec securities laws, as appropriate.

RIGHTS OF ACTION

The Company is organized under the laws of The Netherlands. The securities
being offered are those of a foreign issuer and Ontario purchasers will not
receive the contractual right of action prescribed by section 32 of the
Regulation under the Securities Act (Ontario). As a result, Ontario purchasers
must rely on other remedies that may be available, including common law rights
of action for damages or rescission or rights of action under the civil
liability provisions of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the Company's directors and officers as well as the experts named
herein and the Selling Shareholder may be located outside of Canada and, as a
result, it may not be possible for Ontario purchasers to effect service of
process within Canada upon the Company, the Selling Shareholder or such persons.
All or a substantial portion of the assets of the Company, the Selling
Shareholder and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the Company, the Selling
Shareholder or such persons in Canada or to enforce a judgment obtained in
Canadian courts against the Company, the Selling Shareholder or persons outside
of Canada.

RESPONSIBILITY

Except as otherwise expressly required by applicable law, no
representation, warranty, or undertaking (express or implied) is made and no
responsibilities or liabilities of any kind or nature whatsoever are accepted by
any underwriter or any dealer as to the accuracy or completeness of the
information contained herein or any other information provided by the Company in
connection with the Offering of Common Stock.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Ontario and Quebec purchasers of shares of Common Stock should consult
their own legal and tax advisors with respect to tax consequences of an
investment in the shares of Common Stock in their particular circumstances and
with respect to the eligibility of the shares for investment by the purchasers
under relevant provincial or Canadian legislation.

99
<PAGE> 102

INDEX TO FINANCIAL STATEMENTS

JAMES HARDIE N.V. AND SUBSIDIARIES:
Report of Independent Accountants......................... F-2
Consolidated Balance Sheets as of March 31, 1997 and 1998
and as of December 31, 1998 (Unaudited)................ F-3
Consolidated Statements of Income for the Years Ended
March 31, 1996, 1997 and 1998 and the Nine Months Ended
December 31, 1997 and 1998 (Unaudited)................. F-4
Consolidated Statements of Cash Flows for the Years Ended
March 31, 1996, 1997 and 1998 and the Nine Months Ended
December 31, 1997 and 1998 (Unaudited)................. F-5
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended March 31, 1996, 1997 and 1998 and
the Nine Months Ended December 31, 1997 and 1998
(Unaudited)............................................ F-6
Notes to Consolidated Financial Statements................ F-8
Supplementary Data: Quarterly Financial Data
(Unaudited)............................................ F-43
</TABLE>

FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Schedule II Valuation and Qualifying Accounts:
See Note 3, Accounts Receivable, to the Consolidated
Financial Statements................................... F-13
See Note 13, Income Taxes, to the Consolidated Financial
Statements............................................. F-25
</TABLE>

F-1
<PAGE> 103

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of

James Hardie N.V. and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and cash flows and changes in shareholders'
equity present fairly, in all material respects, the financial position of James
Hardie N.V. and Subsidiaries at March 31, 1997 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended March 31, 1998, in conformity with generally accepted accounting
principles in the United States. These financial statements are the
responsibility of management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with Australian Auditing Standards which have been
applied on a basis consistent with generally accepted auditing standards in the
United States, and which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers

Sydney, Australia
May 12, 1998

F-2
<PAGE> 104

JAMES HARDIE N.V. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(MILLIONS OF U.S. DOLLARS)

ASSETS

<TABLE>
<CAPTION>
MARCH 31,
-------------------- DECEMBER 31,
1997 1998 1998
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 338.6 $ 350.0 $ 33.5
Accounts and notes receivable, net of allowance for
doubtful accounts of $4.8 million
and $5.4 million as of March 31, 1997 and 1998,
respectively and $4.3 million
as of December 31, 1998................................. 169.3 125.3 98.0
Inventories............................................... 84.3 63.7 72.1
Prepaid expenses and other current assets................. 6.8 13.5 21.9
Deferred tax assets....................................... 12.6 53.3 0.8
Net current assets -- discontinued operations............. 47.7 -- --
Related party receivables -- JHIL......................... -- -- 160.6
-------- -------- --------
Total current assets................................ 659.3 605.8 386.9
Cash on deposit............................................. 49.0 -- --
Long-term receivables....................................... 5.4 11.0 12.2
Investments................................................. 31.0 14.6 3.1
Equity investments.......................................... 179.2 -- --
Property, plant and equipment, net.......................... 400.5 479.0 489.2
Intangibles, net............................................ 38.0 36.4 35.2
Mineral reserves............................................ 25.4 24.7 26.7
Prepaid pension cost........................................ 8.0 12.2 10.4
Deferred tax assets......................................... 62.6 58.0 44.8
Net non-current assets -- discontinued operations........... 75.6 -- --
-------- -------- --------
Total assets........................................ $1,534.0 $1,241.7 $1,008.5
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 97.2 $ 112.4 $ 75.9
Bank overdraft............................................ 5.3 2.1 3.2
Short term debt facility.................................. 18.4 35.3 25.0
Current portion of party borrowings....................... 70.3 -- --
Accrued compensation...................................... 13.8 12.0 12.1
Accrued product warranties................................ 16.9 11.4 3.4
Firmandale liability...................................... -- 61.7 --
Deferred tax liability.................................... 1.3 -- 22.9
Related party payables -- JHIL............................ -- -- 146.9
Other liabilities......................................... 10.8 16.1 8.5
-------- -------- --------
Total current liabilities........................... 234.0 251.0 297.9
Long term debt.............................................. 470.2 496.3 347.5
Related party borrowings.................................... 202.8 -- --
Firmandale liability........................................ 55.6 -- --
Deferred tax liability...................................... -- 13.7 14.8
Other liabilities........................................... 19.6 14.9 10.4
-------- -------- --------
Total liabilities................................... 982.2 775.9 670.6
-------- -------- --------
Minority interest........................................... 7.0 -- --
-------- -------- --------
Commitments and contingencies (Note 11)
Shareholders' equity:
Capital................................................... 533.1 551.7 --
Common stock, 150,000,000 shares authorized, 50,000,000
shares, NLG 0.02 par value shares issued and outstanding
at December 31, 1998.................................... -- -- 0.6
Contributed surplus....................................... -- -- 448.8
Retained earnings......................................... -- -- 8.6
Executive and employee loans.............................. (4.1) (10.6) --
Accumulated other comprehensive income (loss)............. 15.8 (75.3) (120.1)
-------- -------- --------
Total shareholders' equity.......................... 544.8 465.8 337.9
-------- -------- --------
Total liabilities and shareholders' equity.......... $1,534.0 $1,241.7 $1,008.5
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 105

JAMES HARDIE N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED MARCH 31, ENDED DECEMBER 31,
--------------------------- -------------------
1996 1997 1998 1997 1998
------- ------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales.................................... $ 624.9 $ 713.4 $ 822.3 $ 629.1 $ 631.1
Cost of goods sold........................... (429.9) (508.7) (592.3) (444.7) (448.0)
------- ------- ------- ------- -------
Gross profit............................ 195.0 204.7 230.0 184.4 183.1
Selling, general and administrative
expenses................................... (134.1) (150.3) (142.7) (108.1) (108.7)
Restructuring and other operating expenses
(Note 12).................................. -- (38.8) (5.1) (2.2) (1.2)
------- ------- ------- ------- -------
Operating profit........................ 60.9 15.6 82.2 74.1 73.2
Interest expense............................. (48.7) (39.6) (37.6) (28.1) (23.8)
Interest expense -- related parties.......... (17.3) (16.9) (11.3) (10.5) --
Interest income.............................. 33.1 30.8 28.3 21.2 12.4
Equity income -- RCI Corporation............. 7.9 9.2 6.2 4.8 --
Other nonoperating expenses, net (Note 12)... (15.0) (14.6) (12.1) (10.5) (4.8)
------- ------- ------- ------- -------
Income (loss) from continuing operations
before income tax (expense) benefit... 20.9 (15.5) 55.7 51.0 57.0
Income tax (expense) benefit................. (2.8) 3.0 (25.0) (19.2) (22.6)
------- ------- ------- ------- -------
Income (loss) from continuing
operations............................ 18.1 (12.5) 30.7 31.8 34.4
------- ------- ------- ------- -------
Discontinued operations:
Income (loss) from discontinued operations,
net of income tax (expense) benefit of $9.8
million, $(0.6) million and $(2.1) million
for the years ended March 31, 1996, 1997
and 1998, respectively and net of income
tax (expense) benefit of $(2.7) million for
the nine months ended December 31, 1997.... (5.8) (18.1) 4.2 4.7 --
Gain on disposal, net of income tax (expense)
benefit of $(5.7) million and $9.7 million
for the years ended March 31, 1997 and
1998, respectively and net of income tax
(expense) benefit of $9.8 million for the
nine months ended December 31, 1997........ -- 121.4 6.0 4.9 --
------- ------- ------- ------- -------
Income (loss) from discontinued
operations............................ (5.8) 103.3 10.2 9.6 --
------- ------- ------- ------- -------
Extraordinary loss of $(11.8) million
net of income tax benefit of $3.5
million for early extinguishment of
debt.................................. -- -- -- -- (8.3)
------- ------- ------- ------- -------
Net income.............................. $ 12.3 $ 90.8 $ 40.9 $ 41.4 $ 26.1
======= ======= ======= ======= =======
Earnings per share -- basic and diluted (Note
2):
Income (loss) from continuing operations... $ 0.38 $ (0.26) $ 0.62 $ 0.64 $ 0.69
Income (loss) from discontinued
operations.............................. $ (0.12) $ 2.14 $ 0.21 $ 0.19 $ --
Extraordinary loss......................... -- -- -- -- $ (0.17)
Net income per share....................... $ 0.26 $ 1.88 $ 0.83 $ 0.83 $ 0.52
</TABLE>

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

F-4
<PAGE> 106

JAMES HARDIE N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(MILLIONS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED MARCH 31, ENDED DECEMBER 31,
----------------------------- --------------------
1996 1997 1998 1997 1998
------- ------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 12.3 $ 90.8 $ 40.9 $ 41.4 $ 26.1
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on disposal of subsidiaries and businesses........... -- (121.4) (6.0) (4.9) --
Goodwill impairment (Note 8 and Note 12).................. -- 31.8 -- -- --
Depreciation and amortization............................. 53.5 59.7 43.8 31.9 29.2
Obsolete equipment writedown.............................. -- 11.4 -- -- --
Equity income from RCI Corporation........................ (7.9) (9.2) (6.2) (6.2) --
Firmandale provisions..................................... 14.8 11.4 9.0 4.3 (57.3)
Deferred income taxes..................................... (26.8) (25.7) 6.4 6.5 27.7
Prepaid pension cost...................................... 4.3 7.6 9.7 9.2 2.0
Other..................................................... 11.4 14.8 6.3 (3.3) (9.0)
Changes in operating assets and liabilities:
Accounts receivable, prepaids and other current assets.... (7.8) (22.2) 41.0 52.5 (15.3)
Inventories............................................... 30.7 (14.6) 4.0 (3.6) (8.1)
Accounts payable and accrued liabilities.................. 3.2 44.1 (31.1) (23.5) 9.0
Other provisions.......................................... (7.5) 4.3 (8.7) (3.9) (21.0)
------- ------- ------- -------- --------
Net cash provided by operating activities............... 80.2 82.8 109.1 100.4 (16.7)
------- ------- ------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment............... (100.5) (159.4) (147.7) (129.8) (111.7)
Proceeds from sale of property, plant, and equipment...... 19.8 37.0 14.0 6.3 4.1
Payments for subsidiaries and businesses, net of cash
acquired................................................ (3.1) (103.4) -- -- --
Disposal of subsidiaries and businesses, net of cash
invested................................................ 5.9 310.0 61.4 61.4 (10.5)
Purchases of investments and negotiable securities........ (0.8) (25.4) (41.2) (40.6) (7.9)
Proceeds from sale and maturity of investments............ 36.0 65.8 65.3 52.5 7.2
Loans to other entities................................... (0.7) (4.8) (0.2) (0.2) --
Loans repaid by other entities............................ 4.0 2.9 1.7 1.7 1.0
Payments for intangibles.................................. (0.1) (4.3) -- -- --
------- ------- ------- -------- --------
Net cash provided by (used in) investing activities....... $ (39.5) $ 118.4 $ (46.7) $ (48.7) $ (117.8)
------- ------- ------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.................................. $ 664.1 $ 821.1 $ 402.2 $ 316.2 551.7
Repayments of borrowings.................................. (705.9) (727.4) (450.1) (363.5) (699.7)
Proceeds from issuance of capital......................... 0.7 -- 7.0 4.5 --
Proceeds from outside equity interests.................... -- 6.3 14.6 10.9 --
Payments to outside equity interests (Note 6)............. -- (72.1) -- --
Dividends paid............................................ (36.9) (16.6) (28.1) (28.1) (18.7)
Contribution (dividend) with respect to excluded
businesses.............................................. (9.9) 3.3 (9.5) (7.6) --
Cash transferred with Retained Assets and Liabilities..... -- -- -- -- (1.4)
------- ------- ------- -------- --------
Net cash provided by (used in) financing activities..... (87.9) 14.6 (63.9) (67.6) (168.1)
------- ------- ------- -------- --------
Effects of exchange rate changes on cash.................... 1.8 1.7 (40.0) (36.9) (13.9)
------- ------- ------- -------- --------
Net increase (decrease) in cash and cash equivalents........ (45.4) 217.5 (41.5) (52.8) (316.5)
Cash and cash equivalents at beginning of year.............. 219.4 174.0 391.5 391.5 350.0
------- ------- ------- -------- --------
Cash and cash equivalents at end of year.................... $ 174.0 $ 391.5 $ 350.0 $ 338.7 $ 33.5
======= ======= ======= ======== ========
COMPONENTS OF CASH AND CASH EQUIVALENTS:
Cash at bank and on hand -- continuing operations......... $ (0.6) $ 58.5 $ 29.3 $ 24.1 $ 12.5
Cash at bank and on hand -- discontinued operations....... 11.4 3.9 -- -- --
Negotiable securities..................................... 9.6 4.6 -- -- --
Deposits.................................................. 153.6 324.5 320.7 314.6 21.0
------- ------- ------- -------- --------
Cash and cash equivalents at end of year.................... $ 174.0 $ 391.5 $ 350.0 $ 338.7 $ 33.5
======= ======= ======= ======== ========
Cash and cash equivalents at year end comprise:
Current assets -- cash and cash equivalents................. 142.1 338.6 350.0 338.7 33.5
Cash on deposit............................................. 20.5 49.0 -- -- --
Discontinued operations..................................... 11.4 3.9 -- -- --
------- ------- ------- -------- --------
174.0 391.5 350.0 338.7 33.5
======= ======= ======= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES:
Cash paid during the year for interest...................... $ 60.9 $ 42.4 $ 30.9 $ 26.4 $ 35.9
Cash paid during the year for income taxes.................. $ 22.7 $ 29.2 $ 12.3 $ 12.3 $ 9.7
</TABLE>

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

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

F-5
<PAGE> 107

JAMES HARDIE N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(MILLIONS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
EXECUTIVE
CUMULATIVE AND
UNREALIZED TRANSLATION EMPLOYEE
CAPITAL GAIN (LOSS) ADJUSTMENT LOANS TOTAL
------- ----------- ----------- --------- ------
<S> <C> <C> <C> <C> <C>
Balance as of March 31, 1995.................... $481.4 $ 1.4 $(14.7) $ (4.7) $463.4
Net income...................................... 12.3 12.3
Dividends paid.................................. (36.9) (36.9)
Deemed dividend with respect to excluded
businesses.................................... (9.9) (9.9)
Issuance of capital............................. 5.1 (4.4) 0.7
Stock compensation.............................. 0.7 0.7
Translation adjustment.......................... 28.7 28.7
Executive and employee loans.................... 2.1 2.1
Unrealized loss on available-for-sale
securities.................................... (0.7) (0.7)
------ ----- ------ ------ ------
Balance as of March 31, 1996.................... 452.7 0.7 14.0 (7.0) 460.4
Net income...................................... 90.8 90.8
Dividends paid.................................. (16.6) (16.6)
Deemed contribution with respect to excluded
businesses.................................... 3.3 3.3
Stock compensation.............................. 2.9 2.9
Translation adjustment.......................... 1.6 1.6
Executive and employee loans.................... 2.9 2.9
Unrealized loss on available-for-sale
securities.................................... (0.5) (0.5)
------ ----- ------ ------ ------
Balance as of March 31, 1997.................... 533.1 0.2 15.6 (4.1) 544.8
Net income...................................... 40.9 40.9
Dividends paid.................................. (28.1) (28.1)
Deemed dividend with respect to excluded
businesses.................................... (9.5) (9.5)
Issuance of capital............................. 14.8 (7.8) 7.0
Stock compensation.............................. 0.5 0.5
Translation adjustment.......................... (89.6) (89.6)
Executive and employee loans.................... 1.3 1.3
Unrealized loss on available-for-sale
securities.................................... (1.5) (1.5)
------ ----- ------ ------ ------
Balance as of March 31, 1998.................... $551.7 $(1.3) $(74.0) $(10.6) $465.8
====== ===== ====== ====== ======
</TABLE>

(continued
on next page)

F-6
<PAGE> 108

JAMES HARDIE N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (CONTINUED)

(UNAUDITED)

(MILLIONS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
EXECUTIVE
PAR VALUE CUMULATIVE AND
NLG 0.02 CONTRIBUTED RETAINED UNREALIZED TRANSLATION EMPLOYEE
CAPITAL PER SHARE SURPLUS EARNINGS GAIN (LOSS) ADJUSTMENT LOANS TOTAL
------- --------- ----------- -------- ----------- ----------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance as of March 31, 1998..... $551.7 $(1.3) $ (74.0) $(10.6) $465.8
Net income....................... 17.5 17.5
Dividends paid................... (18.7) (18.7)
Issuance of capital.............. -- --
Stock compensation............... 0.2 0.2
Translation adjustment........... (45.9) (45.9)
Executive and employee loans..... 0.4 0.4
Unrealized gain (loss) on
available-for-sale
securities..................... (0.6) (0.6)
Transfers to (from) JHIL......... (101.3) 1.9 10.2 (89.2)
------ ------ ------ ------ ----- ------- ------ ------
Balance as of November 1, 1998... 449.4 -- -- -- -- (119.9) -- 329.5
Recapitalization................. (449.4) 0.6 448.8 --
Net income....................... 8.6 8.6
Translation adjustment........... (0.2) (0.2)
------ ------ ------ ------ ----- ------- ------ ------
Balance as of December 31,
1998........................... $ -- $ 0.6 $448.8 $ 8.6 $ -- $(120.1) $ -- $337.9
====== ====== ====== ====== ===== ======= ====== ======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE> 109

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BACKGROUND AND BASIS OF PRESENTATION

BACKGROUND

On July 2, 1998, James Hardie Industries Limited ("JHIL") announced a plan
of reorganization and capital restructuring (the "Reorganization"). James Hardie
N.V. (and together with its subsidiaries, the "Company" or "James Hardie") was
incorporated in August 1998, all of the common stock of which was owned by
indirect subsidiaries of JHIL. On October 16, 1998, the Reorganization was
approved by JHIL's shareholders. Effective as of November 1, 1998, JHIL
contributed its fiber cement businesses, its U.S. gypsum wallboard business, its
Australian and New Zealand building systems businesses and its Australian
windows business (collectively, the "Transferred Businesses") to the Company. In
connection with the Reorganization, JHIL and its non-transferring subsidiaries
retained certain unrelated assets and liabilities (the "Retained Assets and
Liabilities").

BASIS OF PRESENTATION

For the periods prior to November 1, 1998, the effective date of the
Reorganization, the Company's consolidated financial statements retroactively
reflect the results of operations, cash flows, changes in equity and financial
position of the Retained Assets and Liabilities in addition to the Transferred
Businesses. Such consolidated financial statements exclude the results of
operations, cash flows and financial position of an amusement park, a healthcare
organization and certain asbestos-related costs and liabilities related to
businesses abandoned by JHIL in 1987 because of their dissimilar and unrelated
nature to the Transferred Businesses. Commencing with the effective date of the
Reorganization, the Company's unaudited interim consolidated financial
statements reflect the results of operations, cash flows, changes in equity and
financial position of the Company and its consolidated subsidiaries on a
stand-alone basis and therefore also exclude the Retained Assets and
Liabilities.

The contribution of the Transferred Businesses to the Company pursuant to
the Reorganization was recorded by the Company at the carry-over historical cost
basis because the Company and the Transferred Businesses were under the common
control of JHIL. On the effective date of the Reorganization, the Company
recorded the recapitalization of shareholders' equity and, in addition, the
financial adjustments required to eliminate the Retained Assets and Liabilities
were recorded as a deemed transfer to JHIL.

Interest expense, income tax expense and selling, general and
administrative expenses included in the consolidated financial statements
reflect the historical expenses associated with borrowings of JHIL, the previous
Australian and international tax structure, the compensation costs associated
with JHIL's stock purchase and option arrangements and the costs of JHIL's head
office functions located in Sydney, Australia. All such costs incurred by JHIL
are included in these consolidated financial statements. The borrowings have
been repaid and new indebtedness has been incurred. The Company has
substantially restructured its international tax arrangements, plans to make
awards under new stock compensation plans and has established new operational
headquarters in the United States. Accordingly, the historical consolidated
balance sheets, statements of income, cash flows and changes in equity presented
herein are not necessarily indicative of the results of operations and financial
condition of the Company had the Reorganization been consummated prior to such
periods. Assuming that the Reorganization occurred at the start of the relevant
period, unaudited pro forma net sales, income from continuing operations and
earnings per share would have been $822.3 million, $42.7 million and $0.86 and
$631.1 million, $40.3 million and $0.81 for the year ended March 31, 1998 and
the nine months ended December 31, 1998, respectively. These pro forma results
do not purport to be indicative of what would have occurred had the
Reorganization been consummated as of such dates or of the Company's future
results or earnings per share.

F-8
<PAGE> 110

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED INTERIM FINANCIAL INFORMATION

The information furnished in the consolidated financial statements for the
nine month periods ended December 31, 1998 and 1997, respectively, the quarter
ended March 31, 1998, and for the quarters ended June 30, September 30 and
December 31, 1998 and 1997, respectively, is unaudited but includes all
adjustments which, in the opinion of management is necessary for a fair
presentation of results, cash flows and financial position of the respective
interim periods. Such adjustments are of a normal recurring nature, except for
the adjustments related to the Reorganization described above. Interim financial
statements are by necessity somewhat tentative; judgements are used to estimate
interim amounts for items that are normally determinable only on an annual
basis.

2. SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The Company manufactures and sells fiber cement building products for
internal and external building construction applications primarily in the United
States, Australia, New Zealand and the Philippines. In addition, the Company
produces gypsum wallboard products in the United States. It also manufactures
modular relocatable buildings, insulated steel panel products and windows in
Australia and New Zealand.

ACCOUNTING PRINCIPLES

The consolidated financial statements are prepared in accordance with
United States generally accepted accounting principles ("U.S. GAAP"). The U.S.
dollar is used as the reporting currency. All subsidiaries are consolidated and
all significant intercompany transactions and balances are eliminated.

USE OF ESTIMATES

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

FOREIGN CURRENCY TRANSLATION

All assets and liabilities are translated into U.S. dollars at current
exchange rates while revenues and expenses are translated at average exchange
rates in effect for the period. The effects of foreign currency translation
adjustments are included directly in a separate component of equity. Prior to
the Reorganization financial instruments were used to hedge, from an Australian
dollar perspective, the amount of its net investment in foreign operations.
After the Reorganization, the Company uses financial instruments to hedge, from
a U.S. dollar perspective, the amount of its net investment in foreign
operations. Gains and losses, net of taxes, arising on such hedges are
recognized in the cumulative translation adjustment account in equity. Gains and
losses arising from foreign currency transactions are recognized in income
currently.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include amounts on deposit in banks and cash
invested temporarily in various highly liquid financial instruments with
maturities of three months or less when acquired. Cash and cash equivalents
include a deposit designated, but not legally restricted, for legal settlement
of the Firmandale litigation (see Note 12) in the amount of $49.0 million and
$61.7 million at March 31, 1997 and 1998, respectively. There are no deposits
designated for Firmandale at December 31, 1998. Effective with the

F-9
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JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reorganization, Firmandale forms part of the Retained Assets and Liabilities of
JHIL and therefore the Company has no exposure to Firmandale.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is generally
determined under the first-in, first-out method, except that the cost of raw
materials and supplies is determined using actual or average costs. Cost
includes the costs of materials, labor and applied factory overhead.

INVESTMENTS

Management determines the proper classifications of investments at the time
of purchase and re-evaluates such designations at each balance sheet date. All
marketable securities were designated as available for sale securities.
Accordingly, these securities are stated at fair value, with unrealized gains
and losses charged to a separate component of equity, net of taxes. Realized
gains and losses on sales of investments are recognized in income currently.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Property, plant and
equipment of businesses acquired are recorded at their fair market value at the
date of the acquisition. Depreciation of property, plant and equipment is
computed using the straight-line method over the following estimated useful
lives:

<TABLE>
<CAPTION>
YEARS
---------
<S> <C>
Buildings................................................... 40
Building improvements....................................... 5 to 10
Modular relocatable building lease fleet.................... 10
Machinery and equipment..................................... 5 to 20
Computer equipment.......................................... 3 to 4
Office furniture and equipment.............................. 3 to 10
</TABLE>

The cost of additions and improvements is capitalized, while maintenance
and repair costs are expensed as incurred. Interest is capitalized in connection
with the construction of major facilities. The capitalized interest is recorded
as part of the asset to which it relates and is amortized over the asset's
estimated useful life. Retirements, sales and disposals of assets are recorded
by removing the cost and accumulated depreciation amounts with any resulting
gain or loss reflected in income.

INTANGIBLES

Intangibles consist primarily of goodwill, which represents cost in excess
of the fair value of the identifiable net assets of businesses acquired.
Goodwill is amortized using the straight-line method over the period such
additional value is expected to be realized, typically twenty to twenty-five
years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates its long-lived assets, including goodwill, for
financial impairment in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" and will continue to evaluate them
as events or changes in circumstances indicate that the carrying amount of such
assets may not be fully recoverable. The Company evaluates the recoverability of
long-lived assets by measuring the carrying amount of the assets against the
estimated undiscounted future cashflows associated with them. At the time such

F-10
<PAGE> 112

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

evaluations indicate that the future undiscounted cashflows of certain
long-lived assets are not sufficient to recover the carrying value of such
assets, the assets are adjusted to their fair values.

ENVIRONMENTAL

Environmental remediation expenditures that relate to current operations
are expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are expensed. Liabilities are recorded
when environmental assessments and/or remedial efforts are probable and the
costs can be reasonably estimated. Estimated liabilities are not discounted to
present value. Generally, the timing of these accruals coincides with completion
of a feasibility study or the Company's commitment to a formal plan of action.

MINERAL RESERVES

The Company records acquired gypsum and silica mineral proven and probable
ore reserves at their fair market value at the date of acquisition. Depletion
expense is recorded based on the estimated rate per ton multiplied by the number
of tons extracted during the period. The rate per ton may be periodically
revised by management based on changes in the estimated tons available to be
extracted which, in turn, is based on third party studies of proven and probable
reserves. The estimated costs of reclamation associated with mining activities
are accrued during production and are included in determining the cost of
production.

REVENUE RECOGNITION

Sales revenue is recognized when products are shipped or as services are
rendered. Construction contract revenues are recognized using the
percentage-of-completion method based on the costs incurred relative to total
estimated costs. Provisions for anticipated losses on construction contracts are
recognized in income currently. Rental income from the modular relocatable
building lease fleet is recognized on a monthly basis in accordance with the
terms of the operating leases. Sales revenue is presented net of sales returns
and allowances.

ACCRUED WARRANTY

An accrual for estimated future warranty costs is recorded based on the
historical relationship of warranty costs to sales.

FINANCIAL INSTRUMENTS

Interest rate swaps and forward exchange contracts are used to manage
market risks and reduce exposure resulting from fluctuations in interest rates
and foreign currency exchange rates. Where such contracts are designated as, and
effective as, a hedge, gains and losses arising on such contracts are deferred
and recognized on a basis consistent with corresponding losses and gains on the
underlying hedged item.

Financial instruments, which potentially subject the Company to significant
concentrations of credit risk, consist principally of cash investments, trade
accounts receivable, forward exchange contracts and interest rate swaps.

The Company maintains cash and cash equivalents, investments and certain
other financial instruments with various major financial institutions. The
Company performs periodic evaluations of the relative credit standing of these
financial institutions and, where appropriate, places limits on the amount of
credit exposure with any one institution.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the large number of customers and their geographical dispersion.
Credit is extended based on an evaluation of each customer's

F-11
<PAGE> 113

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

financial condition and, generally, collateral is not required. The Company has
historically not incurred significant credit losses.

STOCK-BASED COMPENSATION

The Company accounts for stock option grants and other equity incentive
awards in accordance with Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations. Under
APB No. 25, compensation expense is recorded when the current market price of
the underlying stock exceeds the exercise price on the date of grant. Under the
JHIL Employee and Executive Share Purchase Plans, loans were provided to
employees to buy shares in JHIL.

EARNINGS PER SHARE

In 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
128, "Earnings Per Share." SFAS No. 128 requires disclosure of Basic and Diluted
Earnings Per Share ("EPS"). Basic EPS is calculated using income divided by the
weighted average of common shares outstanding during the year. Diluted EPS is
similar to Basic EPS except that the weighted average of common shares
outstanding is increased to include the number of additional common shares that
would have been outstanding if the dilutive potential common shares, such as
options, had been issued. The Company has adopted SFAS No. 128. EPS has been
presented for all periods on a basis that retroactively reflects, as is
described in Note 1, the formation of the Company and the Reorganization. The
weighted number of shares of the Company for the three years in the period ended
March 31, 1998 and for each of the nine month periods ended December 31, 1997
and 1998, was 47.5 million, 48.2 million, 49.5 million, 49.5 million, and 50.0
million, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1997, the FASB issued SFAS No. 130, "Reporting on Comprehensive Income."
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components. This standard is effective for the fiscal year ending
March 31, 1999. Comprehensive income consists of "net income" and "other
comprehensive income" items that are recognized directly in equity such as
foreign currency translation adjustments and the net unrealized gain (loss) on
available-for-sale securities. The Statement also requires the accumulated
balance of other comprehensive income to be disclosed separately from retained
earnings and capital in the balance sheet. In the first quarter ended June 30,
1998, the Company adopted the interim disclosure provisions of SFAS No. 130 (see
Note 19) and will adopt the additional requirements at March 31, 1999. This
Statement relates to the disclosure and presentation of financial information
and will have no impact on results of operations or financial position.

In 1998, the FASB also issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes a new model for
accounting for derivatives and hedging activities and supersedes and amends a
number of existing standards. The effective date of this standard is for the
fiscal year ending March 31, 2001. All derivatives are required to be recognized
in the statement of financial position as either assets or liabilities and
measured at fair value. The effects of SFAS No. 133 on the Company's results
will depend on the nature, amount and fair values of its open hedging and hedged
positions when SFAS No. 133 is adopted, which is expected to be April 1, 1999.
Furthermore, the Company's financial and hedge exposures have changed
significantly due to the Reorganization. Accordingly, the Company has not yet
determined the effects SFAS No. 133 will have on either its financial position
or results of operations.

In 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on
capitalization of the costs incurred for computer software developed or obtained
for internal use. It also provides guidance for determining whether computer
software is for internal use and for the accounting of the proceeds of computer
software originally developed or obtained for internal

F-12
<PAGE> 114

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

use and then subsequently sold to the public. SOP 98-1 is effective for the
fiscal year ending March 31, 2000. Management believes the effect of adopting
SOP 98-1 will not have a material impact on the accompanying consolidated
financial statements.

In 1998, the AICPA also issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities." SOP 98-5 requires that costs of start-up activities,
including organization costs, be expensed as incurred. Start-up activities are
broadly defined and include one-time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory, conducting business with a new class of customer or beneficiary,
initiating a new process in an existing facility, commencing some new operation,
and organizing a new entity. SOP 98-5 is effective for the fiscal year ending
March 31, 2000, with initial application reported as the cumulative effect of a
change in accounting principle. As the Company's policy is to expense all
start-up costs as incurred, management believes adoption of SOP 98-5 will not
have a material impact on the accompanying consolidated financial statements.

3. ACCOUNTS RECEIVABLE

The collectibility of accounts receivable, consisting mainly of trade
receivables, is reviewed on an ongoing basis and an allowance for doubtful
accounts is provided for known and estimated bad debts. The changes in the
allowance for doubtful accounts are as follows (in millions):

<TABLE>
<CAPTION>
MARCH 31,
----------------------- DECEMBER 31,
1996 1997 1998 1998
----- ----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Balance at beginning of period........... $ 4.8 $ 5.1 $ 4.8 $ 5.4
Charged to expense....................... 2.2 0.6 2.3 0.7
Costs and deductions..................... (2.2) (0.5) (2.3) (0.1)
Foreign currency movements............... 0.3 (0.4) 0.6 (0.1)
Transfers to JHIL upon Reorganization.... -- -- -- (1.6)
----- ----- ----- -----
Balance at end of period................. $ 5.1 $ 4.8 $ 5.4 $ 4.3
===== ===== ===== =====
</TABLE>

4. INVENTORIES

Inventories consist of the following components (in millions):

<TABLE>
<CAPTION>
MARCH 31,
-------------- DECEMBER 31,
1997 1998 1998
----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials and supplies....................... $31.4 $30.0 $33.3
Work-in-process.................................. 8.5 7.0 7.4
Contracts in progress less advance billings...... 4.6 3.3 0.5
Finished goods................................... 39.8 23.4 30.9
----- ----- -----
Total inventory........................ $84.3 $63.7 $72.1
===== ===== =====
</TABLE>

Work-in-process includes amounts related to construction contracts. The net
amount of construction work-in-process of $4.6 million, $3.3 million and $0.5
million was determined after deducting payments and progress billings of $33.4
million and $56.6 million as of March 31, 1997 and 1998, respectively, and $49.7
million as of December 31, 1998.

F-13
<PAGE> 115

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. INVESTMENTS

Investments consist of the following components (in millions):

<TABLE>
<CAPTION>
MARCH 31,
-------------- DECEMBER 31,
1997 1998 1998
----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C>
Available-for-sale securities:
Marketable securities at cost.................. $ 3.3 $ 5.6 $ --
Gross unrealized gains (losses)................ 0.2 (1.3) --
----- ----- -----
Marketable securities at fair value............ 3.5 4.3 --
Other investments at cost approximating fair
value.......................................... 27.5 10.3 3.1
----- ----- -----
Total investments...................... $31.0 $14.6 $ 3.1
===== ===== =====
</TABLE>

6. EQUITY INVESTMENTS

Included in equity investments at March 31, 1997 is $178.0 million related
to the net assets of RCI Corporation and $1.2 million related to other equity
investments. The net assets of RCI Corporation represented a 39.6% voting
interest in the issued share capital of RCI Corporation. The Company also had
borrowings of $273.1 million from subsidiaries of RCI Corporation. After
purchasing additional shares in RCI Corporation for $38.5 million, receiving
dividends of $54.0 million and a return of capital of $5.8 million, paying break
fees of $22.2 million, accruing additional equity income of $6.2 million, and
other costs of $0.3 million, the Company's carrying amount on the date of
disposal was $184.8 million. During 1998, the Company disposed of its investment
in RCI Corporation to a subsidiary of RCI Corporation for a total consideration
of $185.4 million, of which $7.4 million was received in cash and $178.0 million
through the exercise of a legal right of set-off between the resulting
receivable from the RCI Corporation subsidiary and the Company's borrowings. An
additional $95.0 million of borrowings was repaid during 1998.

During 1996, 1997 and 1998, the Company earned equity income on its
investment in RCI Corporation of $7.9 million, $9.2 million and $6.2 million,
respectively, and incurred interest expense of $17.3 million, $16.9 million and
$11.3 million, respectively, on its borrowings from RCI Corporation. A gain on
disposal of $0.6 million was recognized within equity income in 1998 as a result
of disposing of the investment and repaying the borrowings.

At March 31, 1997, RCI Corporation had total assets of $452.1 million,
shareholders' equity of $451.5 million, and the quoted market price of the
Company's investment was $184.4 million. In March 1997, the minority interest
held by RCI Corporation in redeemable common stock of a subsidiary of JHIL was
redeemed for $72.1 million. This amount has been disclosed in the consolidated
statement of cash flows as a payment to minority interests. At the same time,
the Company borrowed $72.1 million from RCI Corporation.

F-14
<PAGE> 116

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The consolidated results of operations of RCI Corporation are summarized as
follows (in millions):

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR
ENDED MARCH 31,
--------------------
1996 1997
-------- --------
<S> <C> <C>
Investment income........................................... 9.8 9.1
Loan interest -- JHIL....................................... 17.3 16.9
Bank deposit interest....................................... 0.8 0.4
----- -----
27.9 26.4
Expenses.................................................... (2.8) (2.6)
----- -----
Net income before taxation.................................. 25.1 23.8
Taxation.................................................... -- --
----- -----
Net income after taxation................................... 25.1 23.8
Dividends to preference shareholders........................ (14.0) (13.0)
----- -----
Net income after claims of preference shareholders.......... 11.1 10.8
===== =====
</TABLE>

The summarized balance sheet information of RCI Corporation is as follows
(in millions):

<TABLE>
<CAPTION>
MARCH 31,
1997
---------
<S> <C>
Assets:
Cash and cash equivalents................................. $ 7.7
Investments............................................... 170.3
Other current assets...................................... 1.0
------
Total current assets.............................. 179.0
------
Loans receivable -- JHIL.................................. 273.1
------
Total assets................................................ $452.1
======
Liabilities:
Accounts payable.......................................... 0.6
------
Total current liabilities......................... 0.6
------
Total equity................................................ 451.5
------
Total liabilities and equity................................ $452.1
======
</TABLE>

The Company disposed of its equity investment in RCI Corporation during
October 1997.

F-15
<PAGE> 117

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following components (in
millions):

<TABLE>
<CAPTION>
MARCH 31,
------------------ DECEMBER 31,
1997 1998 1998
------- ------- ------------
(UNAUDITED)
<S> <C> <C> <C>
Property, plant and equipment, at cost:
Land....................................... $ 27.7 $ 24.5 $ 16.0
Buildings and improvements................. 96.0 115.7 81.0
Modular relocatable building lease fleet... 48.1 55.2 57.2
Machinery and equipment.................... 393.4 433.8 465.0
------- ------- -------
565.2 629.2 619.2
Less accumulated depreciation................ (164.7) (150.2) (130.0)
------- ------- -------
Property, plant and equipment, net........... $ 400.5 $ 479.0 $ 489.2
======= ======= =======
</TABLE>

Interest related to the construction of major facilities is capitalized and
included in the cost of the asset to which it relates. Interest capitalized was
$0.5 million, $2.5 million and $2.1 million for the years ended March 31, 1996,
1997 and 1998, respectively, and $2.9 million for the nine months ended December
31, 1998. Depreciation expense for continuing operations was $26.9 million,
$34.2 million and $36.5 million for the years ended March 31, 1996, 1997 and
1998, respectively, and $26.8 million and $28.1 million for the nine months
ended December 31, 1997 and 1998, respectively.

8. INTANGIBLE ASSETS

Intangible assets consist of the following components (in millions):

<TABLE>
<CAPTION>
MARCH 31,
-------------- DECEMBER 31,
1997 1998 1998
----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C>
Intangible assets:
Goodwill....................................... $38.1 $38.1 $38.1
Trademarks, patents and other intangibles...... 0.9 0.3 0.3
----- ----- -----
39.0 38.4 38.4
Less accumulated amortization.................... (1.0) (2.0) (3.2)
----- ----- -----
Intangibles, net................................. $38.0 $36.4 $35.2
===== ===== =====
</TABLE>

Amortization expense related to goodwill and other intangibles was $1.1
million, $1.4 million, and $2.0 million for the years ended March 31, 1996, 1997
and 1998, respectively, and $1.2 million and $1.1 million for the nine months
ended December 31, 1997 and 1998, respectively.

In 1997, there was a write-off of goodwill of $21.0 million in the Windows
business in accordance with the Company's impairment of long-lived assets
policy. An additional amount of $10.8 million was also written off in 1997 with
respect to goodwill of a discontinued business.

9. RETIREMENT PLANS

The Company has adopted SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132 standardizes
disclosure requirements and requires additional information regarding changes in
benefit obligations and the fair value of plan assets. SFAS No. 132 does not
change the existing measurement or recognition provisions of SFAS No. 87,
"Employers' Accounting for Pensions," and SFAS No. 88 "Employers' Accounting for
Settlements and Curtailments of Defined Benefit

F-16
<PAGE> 118
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Pension Plans and for Termination Benefits." Prior years' information has been
restated to conform with the requirements of this standard.

The Company sponsors a defined contribution plan for employees in its U.S.
operations and a defined benefit plan for its Australian employees. The defined
contribution plan covers all U.S. employees meeting certain eligibility
requirements and provides for contributions of up to 6% of their salary. The
Company's expense for the defined contribution plan totalled $1.1 million, $1.2
million, and $1.3 million in 1996, 1997 and 1998, respectively. The expense
totalled $1.2 million for the nine months ended December 31, 1998.

The components of net periodic pension cost for the Australian defined
benefit pension plan are as follows (in millions):

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED MARCH 31, ENDED
------------------------- DECEMBER 31,
1996 1997 1998 1998
----- ------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Service cost................................. $ 8.6 $ 11.1 $ 6.7 $ 3.9
Interest cost................................ 9.4 10.2 7.1 2.9
Expected return on plan assets............... (11.1) (12.1) (7.5) (5.2)
Amortization of unrecognized transition
asset...................................... (2.6) (2.3) (1.5) (0.9)
Amortization of prior service cost........... -- -- -- --
Recognized net actuarial (gain) loss......... -- 0.1 (1.0) 0.2
----- ------ ------ ------
Net periodic pension cost.................... $ 4.3 $ 7.0 $ 3.8 $ 0.9
===== ====== ====== ======
</TABLE>

Net income was also affected by settlement and curtailment items as
follows: The Pipelines, Bathroom Products, Building Services and Irrigation
businesses were sold during 1997 and 1998, resulting in settlement gains of $3.9
million and $9.8 million, respectively. The cost of providing for termination
benefits related to the ordinary course of business was $0.9 million and $0.8
million in 1997 and 1998, respectively. These terminations resulted in
curtailment gains of $0.3 million and $0.5 million in 1997 and 1998,
respectively.

Assumptions used in developing the projected benefit obligation as of March
31 and December 31 for the Australian defined benefit plan were as follows:

<TABLE>
<CAPTION>
MARCH 31,
-------------------- DECEMBER 31,
1996 1997 1998 1998
---- ---- ---- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Discount rate...................................... 9.0% 8.0% 6.0% 5.25%
Rate of increase in compensation................... 5.0% 4.5% 4.5% 4.0%
Expected return on plan assets..................... 9.0% 9.0% 9.0% 8.5%
</TABLE>

Plan assets consist primarily of investments in marketable securities. Net
unrecognized gains and losses are amortized over the average remaining service
period of active employees. A market related value of assets is used to
determine pension costs using a five year average of stocks held for investment
purposes. The discount rate is based on the yield on 10 year high quality
investment securities. The decline in the discount rate from 1996 to 1998 is a
direct result of the decline in the yields of the high quality investment
securities over the same period.

F-17
<PAGE> 119

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The actuarial changes in the benefit obligation, changes in plan assets,
and the funded status of the Australian defined benefit plan are as follows (in
millions):

<TABLE>
<CAPTION>
MARCH 31,
---------------- DECEMBER 31,
1997 1998 1998
------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C>
CHANGES IN BENEFIT OBLIGATION:
Benefit obligation -- beginning balance.............. $106.7 $ 94.4 $ 67.4
Service cost......................................... 11.1 6.7 3.9
Interest cost........................................ 10.2 7.1 2.9
Plan participants' contributions..................... 3.3 2.4 1.1
Plan amendments...................................... -- -- 0.5
Actuarial (gain) loss................................ (5.5) 11.2 3.7
Divestitures......................................... (15.9) (25.5) --
Curtailment (gain) loss.............................. (0.3) (0.5) --
Special termination benefits......................... 0.9 0.8 --
Benefits paid........................................ (16.9) (15.5) (7.7)
Foreign currency translation difference.............. 0.8 (13.7) (5.3)
------ ------ ------
Benefit obligation -- ending balance................. $ 94.4 $ 67.4 $ 66.5
====== ====== ======
CHANGES IN PLAN ASSETS:
Fair value of plan assets -- beginning balance....... $142.9 $135.3 $108.3
Actual return on plan assets......................... 20.9 32.0 --
Divestitures......................................... (15.9) (25.5) --
Employer contributions............................... -- -- --
Plan participants' contributions..................... 3.3 2.4 1.1
Benefits paid........................................ (16.9) (15.5) (7.7)
Foreign currency translation difference.............. 1.0 (20.5) (8.4)
------ ------ ------
Fair value of plan assets -- ending balance.......... $135.3 $108.2 $ 93.3
====== ====== ======
FUNDED STATUS........................................ $ 40.9 $ 40.8 $ 26.8
Unamortized prior service cost....................... -- -- 0.4
Unrecognized actuarial (gain) loss................... (16.9) (20.4) (10.2)
Unrecognized prior service cost...................... (16.0) (8.2) (6.6)
------ ------ ------
Prepaid (accrued) pension cost....................... $ 8.0 $ 12.2 $ 10.4
====== ====== ======
</TABLE>

10. SHORT AND LONG TERM DEBT AND RELATED PARTY BORROWINGS

Following the Reorganization, long term debt consists of the following (in
millions):

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
U.S.$ unsecured notes, 7.09% average rate................. $225.0
AUD term loan facility, 5.24% average rate................ 122.5
------
347.5
Less current maturities..................................... (0.0)
------
Total long term debt........................................ $347.5
======
</TABLE>

F-18
<PAGE> 120

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The US$ unsecured notes form part of a seven tranche private placement
facility. Repayments are due in seven installments that commence on November 5,
2004 and end on November 5, 2013. The tranches bear fixed interest rates of
6.86%, 6.92%, 6.99%, 7.05%, 7.12%, 7.24% and 7.42%, respectively.

The AUD term loan can be repaid and redrawn until maturity in 2001.
Interest is recalculated quarterly based on the Reuters Bank Bill Swap Yield
("BBSY") bid rate +0.30%. The rate as at December 31, 1998 was 5.24%.

At December 31, 1998, the scheduled maturities of long term debt for the
next five years were as follows (in millions):

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
1999.................................................... --
2000.................................................... --
2001.................................................... 122.5
2002.................................................... --
2003.................................................... --
2004 and thereafter..................................... 225.0
</TABLE>

The Company had the following short-term revolving credit facility
available at December 31, 1998 (in millions):

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
(UNAUDITED)
<S> <C>
U.S.$ revolving credit facility............................. $77.5
=====
</TABLE>

At December 31, 1998 the Company had drawn down $25 million of this
revolving credit facility. The weighted average interest rate on outstanding
short-term borrowings was 5.86% at December 31, 1998.

At December 31, 1998, management believes it was in compliance with all
restrictive covenants contained in the unsecured notes, term loan and the
revolving credit facilities. Under the most restrictive of these covenants, the
Company is required to:

- maintain a ratio of Consolidated Funded Debt to Consolidated Funded
Capitalization of less than 60% (this reduces to 55% after March 31,
1999).

- maintain the aggregate amount of Secured Debt to Consolidated Net Worth
at less than 20%.

- maintain Consolidated Net Worth at greater than $250 million until March
31, 1999, $275 million until March 31, 2000, $300 million until March 31,
2001 and $320 million thereafter.

- ensure that earnings before interest and taxes is not less than twice Net
Interest Charges in any year ending March 31 for the revolving credit
facility.

F-19
<PAGE> 121

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Prior to the Reorganization, long term debt at March 31, 1997 and 1998
consisted of the following (in millions):

<TABLE>
<CAPTION>
MARCH 31,
---------------- DECEMBER 31,
1997 1998 1998
------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C>
U.S.$ noncollateralized notes, 6.67% average rate,
payable to 2007................................... $158.0 $158.0 $ --
U.S.$ revolving credit facility, 5.935% average
rate.............................................. 245.5 300.0 --
NZD promissory note, 9.295% average rate............. 70.3 64.7 --
NZD convertible notes, 7.5% interest rate, payable in
2001.............................................. 14.8 8.9 --
------ ------ ------
488.6 531.6 --
Less current maturities................................ (18.4) (35.3) --
------ ------ ------
Total long term debt................................... $470.2 $496.3 $ --
====== ====== ======
</TABLE>

Related party borrowings at March 31, 1997 and 1998 consisted of the
following (in millions):

<TABLE>
<CAPTION>
MARCH 31,
----------------
1997 1998
------ ------
<S> <C> <C>
U.S.$ fixed rate 9.70% loan due March 29, 2012 ........... $100.0 $ --
U.S.$ LIBOR plus 1.25% loan due March 29, 2012............ 93.0 --
U.S.$ revolving credit loan due March 29, 1998 extendable
to March 29, 2012...................................... 9.8 --
U.S.$ extendable LIBOR plus 0.15% term loans due September
15, 1997............................................... 70.3 --
------ ------
273.1 --
Less current maturities..................................... (70.3) --
------ ------
Total long term related party borrowings.................... $202.8 $ --
====== ======
</TABLE>

The noncollateralized U.S. $ notes were part of a two tranche private
placement facility. The tranches bore fixed rates of interest of 9.23% and
9.44%, respectively, but were swapped for floating rates which match the cash
flows of the notes exactly at LIBOR + 0.96%. At March 31, 1997 and 1998, the
swap rates were 6.67%.

The U.S. $ revolving credit facility could be repaid and redrawn until
maturity at various dates in 2000 and 2001. Interest was recalculated quarterly
based on LIBOR + 0.175% to 0.35% and the rates at March 31, 1997 were 5.76% to
6.03%. The rates at March 31, 1998 were 5.83% to 6.04%.

The NZD promissory note was repayable within 90 days, but the Company
entered into refinancing agreements that permitted it to replace the notes with
two credit note facilities for the same principal and which expired in 1999 and
2000. The Company intended to refinance $41.6 million with facilities that
expired in April 2000. Accordingly, of the $64.7 million NZD promissory note,
$23.1 million was classified as current. At March 31, 1997, the rates were 7.47%
to 7.71% and at March 31, 1998, interest rates were 8.72% to 9.87%.

The related party borrowings with RCI Corporation (see Note 6) were settled
in fiscal year 1998.

At March 31, 1998 the scheduled maturities of debt for the next five years
were as follows: $35.3 million in 1999; $53.5 million in 2000; $311.9 million in
2001; $20.6 million in 2002; $12.0 million in 2003; and $98.3 million in total
thereafter.

The weighted average interest rate on outstanding short-term borrowings was
8.8%, 7.3% and 8.2% for 1996, 1997 and 1998, respectively.

F-20
<PAGE> 122

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company had the following credit facilities available at March 31, 1998
which had not been drawn down (in millions):

<TABLE>
<CAPTION>
MARCH 31,
1998
---------
<S> <C>
AUD promissory note standby................................. $66.5
NZD revolving credit facility............................... 60.1
U.S.$ revolving credit facility............................. 55.0
</TABLE>

11. COMMITMENTS AND CONTINGENCIES

YEAR 2000

The Company has established a Year 2000 compliance program. All of the
Company's computer systems are expected to be compliant or replaced by a
compliant solution by mid-1999. In the United States and the Philippines, the
Company believes that its exposure is relatively small due to the more recent
acquisition of its central systems. The Company is also exposed to Year 2000
failures in key suppliers and in its customer base. There can be no assurance
that problems will not arise as a result of Year 2000 issues with the Company's
systems or those of its key suppliers and its customer base.

ENVIRONMENTAL

The operations of the Company, like those of other companies engaged in
similar businesses, are subject to various federal, state and local laws and
regulations on air and water quality, waste handling and disposal. The Company's
policy is to accrue for environmental costs when it is determined that it is
probable that an obligation exists and the amount can be reasonably estimated.
In the opinion of management, based on information presently known, the ultimate
liability for such matters should not have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows,
but could exceed the cleanup costs of $2.0 million accrued.

LEGAL

OPERATING LEASES

As the lessee, the Company principally enters into property and equipment
leases. The following are future minimum lease payments for non-cancellable
operating leases having a remaining term in excess of one year at March 31, 1998
and December 31, 1998 (in millions):

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1998
--------- ------------
(UNAUDITED)
<S> <C> <C>
1999........................................... $ 8.0 $ 1.9
2000........................................... 6.8 7.0
2001........................................... 5.6 5.6
2002........................................... 5.1 4.9
2003........................................... 0.8 4.9
Remainder...................................... 4.6 27.5
----- -----
Total.......................................... $30.9 $51.8
===== =====
</TABLE>

F-21
<PAGE> 123
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Rental expense amounted to $12.9 million, $15.1 million and $9.7 million in
the years ended March 31, 1996, 1997 and 1998, respectively and $6.8 million and
$7.1 million in the nine months ended December 31, 1997 and 1998.

MODULAR RELOCATABLE BUILDING LEASE FLEET INCOME

Future guaranteed hire rental income under operating leases in which the
Company is the lessor is $3.5 million, of which $3.1 million becomes due in
fiscal year 1999.

CAPITAL COMMITMENTS

Commitments for the acquisition of plant and equipment contracted for but
not recognized as liabilities (in millions):

<TABLE>
<CAPTION>
MARCH 31,
-------------- DECEMBER 31,
1997 1998 1998
----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C>
Payable within one year.................................. $37.1 $63.1 $24.1
Payable later than one year, not later than two years.... -- 27.1 --
----- ----- -----
$37.1 $90.2 $24.1
===== ===== =====
</TABLE>

OTHER COMMITMENTS

On May 14, 1998, the U.S. Gypsum business entered into a paperboard supply
agreement which commences on or before October 1, 2000 and runs for ten years
from commencement date (as defined in the agreement) or until October 1, 2010,
whichever is later. Under the agreement the selling price is computed by a
formula whereby an initial base price is adjusted for changes in the cost of
certain key grades of paper stock and other factors as detailed in the
agreement. The percentage of the recycled paperboard requirements of the U.S.
Gypsum business to be supplied under the agreement is as follows:

<TABLE>
<CAPTION>
LAS VEGAS,
NEVADA AND
ARKANSAS SEATTLE
% %
--------- ----------
<S> <C> <C>
From commencement to September 30, 2000..................... 7 --
From October 1, 2000 to December 31, 2000................... 7 95%
(plus or
minus 5%)
From January 1, 2001 to termination......................... 95% 95%
(plus or (plus or
minus 5%) minus 5%)
</TABLE>

No paperboard was supplied under this agreement in the nine months ended
December 31, 1998.

12. RESTRUCTURING AND OTHER OPERATING EXPENSES AND OTHER NONOPERATING EXPENSES,
NET

The Company incurred restructuring and other operating expenses of $38.8
million and $5.1 million for the years ended March 31, 1997 and 1998,
respectively. For fiscal year 1997, the Company incurred asset write-downs and
employee termination costs of $15.4 million associated with the restructuring
and upgrade of the fiber cement business in Australia, a Windows goodwill
write-off of $21.0 million and environmental costs of $2.4 million. Employee
termination costs of $5.1 million, $2.2 million and $1.2 million for year ended
March 31, 1998 and nine months ended December 31, 1997 and 1998, respectively,
associated with the restructuring and upgrade of the fiber cement business in
Australia, were incurred.

F-22
<PAGE> 124

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other operating expenses consist of the following amounts
(in millions):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED MARCH 31, DECEMBER 31,
----------------------- --------------
1996 1997 1998 1997 1998
---- ------ ----- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Obsolete equipment write-down.............. $ -- $(11.4) $ -- $ -- $ --
Impairment charge -- Largs Bay and Brooklyn
property writedowns...................... -- (2.4) -- -- --
Goodwill write-off -- Windows.............. -- (21.0) -- -- --
Environmental costs........................ -- (2.4) -- -- --
Employee termination costs................. -- (1.6) (5.1) (2.2) (1.2)
---- ------ ----- ----- -----
$ -- $(38.8) $(5.1) $(2.2) $(1.2)
==== ====== ===== ===== =====
</TABLE>

Following the acquisition of Trend Windows in December 1994, sales declined
severely during fiscal year 1996 and 1997 as a result of a slump in housing
starts which was not foreseen at the time of acquisition. In February and March
1997, a Board review of the Windows Business Plan for 1998 to 2000 and a full
post-implementation review of the Windows acquisition revealed that Windows
would continue to incur future operating losses due to changes in market and
economic trends. These changes in circumstances indicated that the
recoverability of the carrying amount of Window's long-lived assets, including
goodwill, should be assessed. The Company estimated the future cash flows
(undiscounted and without interest charges) expected to result from the use of
the assets of the Window's business and their eventual disposition. As the sum
of the expected future cash flows was less than the carrying amount of the
assets, the Company had to recognize an impairment loss, measured as the amount
by which the carrying amount exceeds the fair value of the assets. The Company
determined the fair value of the assets using the present value of estimated
expected future cash flows. The carrying amount exceeded the fair value of the
assets by $21.0 million. In instances where goodwill is identified with assets
that are subject to an impairment loss, SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
requires the carrying amount of the identified goodwill to be eliminated before
reducing the carrying amount of impaired long-lived assets. Accordingly, the
Company wrote-off $21.0 million in goodwill related to the Windows business
during fiscal year 1997.

During fiscal year 1997, the Company adopted a plan to restructure and
upgrade the fiber cement business in Australia due to a change in technology.
The upgrade included a complete replacement of existing machinery with new
machinery designed to handle the new technological innovations in fiber cement.
The existing machinery and equipment could not be used with the new technology
and did not have any alternate uses. These changes in circumstances resulted in
these assets being scrapped and the Company recognized an impairment loss of
$11.4 million to reduce the carrying amount of the assets to zero.

The writedowns related to Brooklyn and Largs Bay were in connection with
properties that have been abandoned and are held for disposal. Such assets have
been written down to their fair value.

F-23
<PAGE> 125
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Other nonoperating expenses, net consist of the following amounts (in
millions):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED MARCH 31, DECEMBER 31,
-------------------------- ---------------
1996 1997 1998 1997 1998
------ ------ ------ ------ -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Dividend and investment income......... $ 4.4 $ 1.6 $ 0.1 $ -- $ 6.1
Firmandale provisions and expenses..... (17.9) (14.7) (12.2) (10.5) --
Reorganization expenses................ -- -- -- -- (8.4)
Write-down of investments to net
realizable value..................... -- -- -- -- (2.5)
Other expenses, net.................... (1.5) (1.5) -- -- --
------ ------ ------ ------ -----
$(15.0) $(14.6) $(12.1) $(10.5) $(4.8)
====== ====== ====== ====== =====
</TABLE>

On March 12, 1998, JHIL entered into a comprehensive settlement of all
litigation arising out of a dispute between American Endeavour Fund ("AEF") and
London Pacific Group Limited. JHIL was joined to the litigation as a result of a
transaction it entered into in 1987 with Firmandale Investments Limited
("Firmandale"). All litigation between the parties has been discontinued, with
each party bearing its own costs and each party has released each other party
from any future claims arising out of or connected with the dispute or the
litigation. Certain indemnities given by JHIL to the directors of AEF and
Firmandale for liabilities they may incur in those capacities will continue.
Because of the releases contained in the settlement agreement, the Directors of
JHIL consider that these indemnities do not expose JHIL to any further
liability. As part of the settlement arrangements, Yelrom International Pty
Limited ("Yelrom"), a wholly-owned subsidiary of JHIL, made a partial offer in
March 1998 to acquire 10,976,512 AEF shares for $20.3 million, representing
approximately 20% of AEF's issued share capital, at $1.85 each. The underlying
net asset value of AEF is estimated to be $0.853 per share, or $9.4 million. In
April 1998, JHIL made a payment of $51.8 million to settle its liabilities under
its guarantee of the financial obligations of Firmandale, and assumed control of
the 75% of AEF owned by Firmandale. As part of the settlement arrangements, AEF
was placed into voluntary liquidation with its assets to be distributed between
AEF's shareholders in a way which will permit Yelrom to recover up to $4.0
million of its acquisition costs. The Firmandale provision of $61.7 million at
March 31, 1998 covers the $51.8 million guarantee payment, the anticipated loss
arising from the Yelrom offer and all related legal and professional costs. No
insurance recoveries have been assumed or included in estimating this accrual.
In the opinion of management, any further adjustments to this provision will not
be material to the financial position, results of operations or cash flows of
JHIL.

Effective with the Reorganization, Firmandale forms part of the Retained
Assets and Liabilities of JHIL and therefore the Company has no exposure to
Firmandale.

F-24
<PAGE> 126

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. INCOME TAXES

The income tax (expense) benefit includes income taxes currently payable
and those deferred because of temporary differences between the financial
statement and tax bases of assets and liabilities. The income tax expense
(benefit) for income from continuing operations consists of the following (in
millions):

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED MARCH 31, ENDED
-------------------------- DECEMBER 31,
1996 1997 1998 1998
------ ------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income (loss) from continuing operations
before income tax (expense) benefit:
Domestic(1)............................ $(14.3) $(16.9) $(17.4) $ 8.3
Foreign................................ 35.2 1.4 73.1 48.7
------ ------ ------ ------
$ 20.9 $(15.5) $ 55.7 $ 57.0
====== ====== ====== ======
Income tax (expense) benefit:
Current
Domestic(1)............................ $ -- $ -- $ -- $ (1.7)
Foreign................................ (19.8) (29.0) (11.0) 8.1
------ ------ ------ ------
(19.8) (29.0) (11.0) 6.4
------ ------ ------ ------
Deferred
Domestic(1)............................ 19.5 35.3 (4.5) 0.7
Foreign................................ (2.5) (3.3) (9.5) (29.7)
------ ------ ------ ------
17.0 32.0 (14.0) (29.0)
------ ------ ------ ------
Income tax (expense) benefit................ $ (2.8) $ 3.0 $(25.0) $(22.6)
====== ====== ====== ======
</TABLE>

Income tax (expense) benefit for discontinued operations consists of the
following (in millions):

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED MARCH 31, ENDED
---------------------- DECEMBER 31,
1996 1997 1998 1998
---- ----- ----- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income tax (expense) benefit on discontinued
operations:
Current
Domestic(1)................................ $ -- $ -- $ -- $ --
Foreign.................................... -- -- -- --
---- ----- ----- ------
-- -- -- --
---- ----- ----- ------
Deferred
Domestic(1)................................ 9.8 (0.6) (2.1) --
Foreign.................................... -- -- -- --
---- ----- ----- ------
9.8 (0.6) (2.1) --
---- ----- ----- ------
Income tax (expense) benefit on disposal of
discontinued operations....................... -- (5.7) 9.7 --
---- ----- ----- ------
Total income tax (expense) benefit for
discontinued operations....................... $9.8 $(6.3) $ 7.6 $ --
==== ===== ===== ======
</TABLE>

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

(1) Domestic for periods up to November 1, 1998 represents Australia and
thereafter The Netherlands.

F-25
<PAGE> 127
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The statutory rates were 35% in the U.S., 36% for Australia, 15% for The
Netherlands, 35% for the Philippines and 33% for New Zealand during the three
years. The provision for income taxes is reconciled to the tax at the statutory
rate as follows (in millions):

NINE MONTHS
YEARS ENDED MARCH 31, ENDED
--------------------------- DECEMBER 31,
1996 1997 1998 1998
----- ------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
CONTINUING OPERATIONS

Income tax (expense) benefit computed at
the statutory tax rates.................. $(6.9) $ 4.6 $(21.2) $(20.2)
Depreciation and amortization not
allowable................................ (0.8) (0.6) 0.1 0.1
Expenses not deductible.................... (3.1) (4.0) (26.8) (3.4)
Rebates on dividends received.............. 2.8 0.2 21.4 --
Non-assessable income...................... 3.6 0.1 -- 3.7
Research and development incentive......... 7.2 1.3 2.4 0.4
Losses not available for carryforward...... -- (0.4) (1.7) (2.8)
Core technology cost base.................. -- 45.3 -- --
Other items................................ (7.0) 0.5 5.7 (0.4)
Movement in valuation allowance............ 1.4 (44.0) (4.9) --
----- ------ ------ ------
Income tax (expense) benefit............... $(2.8) $ 3.0 $(25.0) $(22.6)
----- ------ ------ ------
Effective tax rate......................... 13.4% 19.4% 44.9% 39.6%
===== ====== ====== ======
</TABLE>

NINE MONTHS
YEARS ENDED MARCH 31, ENDED
--------------------------- DECEMBER 31,
1996 1997 1998 1998
----- ------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
DISCONTINUED OPERATIONS

Income tax (expense) benefit computed at
the statutory tax rates.................. $ 5.5 $ 6.6 $ (2.1) $ --
Depreciation and amortization not
allowable................................ (0.5) (0.6) 0.3 --
Expenses not deductible.................... (0.4) (0.7) -- --
Adjustment of prior year taxes............. 0.6 (5.0) -- --
Other items................................ 2.9 0.3 (0.3) --
Movement in valuation allowance............ 1.7 (1.2) -- --
----- ------ ------ ------
Income tax (expense) benefit............... $ 9.8 $ (0.6) $ (2.1) $ --
===== ====== ====== ======
Effective tax rate......................... 62.8% (3.4)% 33.3% --%
===== ====== ====== ======
</TABLE>

F-26
<PAGE> 128
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
MARCH 31,
---------------- DECEMBER 31,
1997 1998 1998
------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Deferred tax assets:
Core technology...................................... $ 45.3 $ 38.3 $ 35.3
Provisions and accruals.............................. 18.7 34.9 16.1
Income in advance.................................... 27.8 32.3 --
Net operating loss carryforwards..................... 30.9 27.3 24.5
Foreign currency movements........................... -- 9.8 0.3
Capital loss carryforwards........................... 1.9 6.5 --
Income in advance.................................... 5.4 6.4 --
Provisions........................................... 26.1 6.2 --
AMT credit carryforwards............................. -- 5.8 4.6
Customer lists....................................... 4.4 4.3 4.3
Plant and equipment.................................. -- 1.4 --
Other................................................ 2.7 5.2 --
------ ------ ------
163.2 178.4 85.1
Valuation allowance.................................. (48.4) (46.0) (36.5)
------ ------ ------
$114.8 $132.4 $ 48.6
------ ------ ------
Deferred tax liabilities:
Plant and equipment.................................. $(10.6) $(20.2) $(24.5)
Prepaid pension cost................................. (6.3) (4.4) (3.4)
Provisions........................................... -- (4.3) (4.3)
Currency swaps....................................... (3.2) (2.8) --
Leveraged investments................................ (6.6) (2.4) --
Prepayments.......................................... (2.6) (0.7) (0.3)
Foreign currency movements........................... (9.7) -- --
Prepayments.......................................... (1.3) -- --
Income receivable.................................... (0.6) -- (3.5)
Other................................................ -- -- (4.7)
------ ------ ------
(40.9) (34.8) (40.7)
------ ------ ------
Total deferred taxes, net.............................. $ 73.9 $ 97.6 $ 7.9
====== ====== ======
</TABLE>

The Company establishes valuation allowances in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes." Deferred tax assets
are reduced by a valuation allowance if it is more likely than not that some
portion or all of the deferred tax asset will not be realized. The valuation
allowance has primarily been established against the temporary difference
relating to core technology, arising from a change in legislation effective
January 20, 1997 and that may only be realized on sale of the core technology at
an amount that exceeds its tax basis. A valuation allowance has therefore been
established against this asset and against other capital losses in existence on
the basis that there is doubt about the ability of the Company to generate
capital gains sufficient to offset the losses. During 1998, the net increase in
the valuation allowance was $4.6 million which resulted from increased capital
losses in the year. For the nine months ended December 31, 1998, the unaudited
change in valuation allowance resulted from transfer of the underlying net
deferred tax asset to JHIL as part of the restructure.

At March 31, 1998 the cumulative undistributed earnings of non-Australian
subsidiaries were approximately $108.0 million. The unaudited undistributed
earnings of non-Dutch subsidiaries were approximately $142 million at December
31, 1998. Since it is the Company's intention to indefinitely reinvest these
earnings,

F-27
<PAGE> 129

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

no taxes have been provided. The amount of foreign withholding taxes that would
be payable upon remittance of those earnings is approximately $21 million at
March 31, 1998 and $9.4 million at December 31, 1998.

At March 31, 1998, the Company had net operating loss carryforwards of
approximately $76.0 million, which could be carried forward indefinitely. After
the Reorganization, net operating loss carryforwards at December 31, 1998 were
reduced to $68.0 million. There were no foreign tax credit entitlements at March
31, 1998 or at December 31, 1998 which have not been reflected as deductible
foreign taxes for financial and tax reporting purposes.

The changes in the valuation allowance are as follows (in millions):

<TABLE>
<CAPTION>
MARCH 31,
------------------------- DECEMBER 31,
1996 1997 1998 1998
----- ------ ------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Balance at beginning of period......... $(6.1) $ (3.1) $(48.4) $(46.0)
Charged to expense..................... 3.1 (45.2) (4.9) --
Costs and deductions................... -- -- -- --
Foreign currency movements............. (0.1) (0.1) 7.3 3.0
Transfers to JHIL-Reorganization....... -- -- -- 6.5
----- ------ ------ ------
Balance at end of period............... $(3.1) $(48.4) $(46.0) $(36.5)
===== ====== ====== ======
</TABLE>

14. DISCONTINUED OPERATIONS

PIPELINES

On September 5, 1997, the Board of Directors approved a plan to sell the
pipelines businesses. This divestment was consummated on September 26, 1997. A
loss of $10.2 million represented the deficiency of the proceeds of sale of
$56.0 million over the net book value of the assets transferred of $71.4 million
and retirement plan settlement gains of $5.2 million. The sale resulted in an
income tax benefit of $5.0 million. The proceeds of sale consisted of cash of
$61.0 million less selling costs of $2.5 million and repayment of payables of
$2.5 million.

BATHROOM PRODUCTS

On November 7, 1996, the Board of Directors approved a plan to sell the
bathroom products businesses. This divestment of the Australian operations was
consummated on March 21, 1997. A profit of $4.7 million represented the excess
of the proceeds of sale of $46.0 million over the net book value of the assets
transferred of $41.3 million. Retirement plan settlement gains of $4.6 million
were recognized in 1998 with respect to the sale. The sale resulted in an income
tax benefit of $1.6 million in 1997 with the income tax expense relating to
retirement plan settlement gains recognized in 1998 amounting to $1.7 million.
An additional gain on disposal of $0.1 million, net of an income tax expense of
$0.5 million was recognized in 1998 relating to this sale. The proceeds of sale
consisted of cash of $49.3 million less sales costs of $3.3 million.

In addition, on May 7, 1997, the sale of the New Zealand operations of
bathroom products was consummated. Proceeds from sale amounted to $5.4 million
representing the book value of the assets transferred. No profit or loss was
recognized on the sale.

BUILDING SERVICES

On November 7, 1996, the Board of Directors approved a plan to sell the
building services businesses. The divestment was consummated on November 19,
1996. A gain of $96.5 million represented the excess of the proceeds of sale of
$158.9 million over the net book value of the assets transferred of $65.6
million and includes retirement plan settlement gains of $3.2 million. The sale
resulted in an income tax benefit of

F-28
<PAGE> 130

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

$1 million. An additional gain on disposal of $0.6 million was recognized in
1998 relating to this sale after an income tax benefit of $0.9 million. The
proceeds of sale consisted of cash of $174.7 million less selling costs of $15.8
million.

In addition, on September 13, 1995 the Board of Directors approved a plan
to sell the security business of Building Services. On December 4, 1995 the
divestment was consummated. Proceeds from sale amounted to $5.9 million and the
book value of assets transferred was $5.9 million. There was no income tax
associated with the sale.

IRRIGATION

On May 8, 1996, the Board of Directors approved a plan to sell the
irrigation businesses. This divestment was consummated on September 20, 1996. A
gain of $26.1 million represented the excess of the proceeds of sale of $105.1
million over the net book value of the assets transferred of $79.7 million and
includes retirement plan settlement gains of $0.7 million. The sale resulted in
an income tax expense of $8.4 million. An additional gain on disposal of $7.7
million was recognized in 1998 relating to this sale after an income tax benefit
of $6.0 million. The proceeds of sale consisted of cash of $114.4 million less
selling costs of $5.4 million and other holding fee costs of $3.9 million.

F-29
<PAGE> 131

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The results of operations of discontinued businesses are as follows (in
millions):

<TABLE>
<CAPTION>
MARCH 31,
------------------------- DECEMBER 31,
1996 1997 1998 1997
------ ------ ----- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
PIPELINES
Net sales.................................. $180.1 $185.0 $96.1 $96.1
Income (loss) before income tax............ 4.6 (12.7) 6.3 7.4
Income tax (expense) benefit............... 0.6 -- (2.1) (2.7)
------ ------ ----- -----
Net income (loss).......................... 5.2 (12.7) 4.2 4.7
------ ------ ----- -----
BATHROOM PRODUCTS
Net sales.................................. 79.7 78.4 -- --
Income (loss) before income tax............ (8.7) (3.2) -- --
Income tax (expense) benefit............... 3.5 0.6 -- --
------ ------ ----- -----
Net income (loss).......................... (5.2) (2.6) -- --
------ ------ ----- -----
BUILDING SERVICES
Net sales.................................. 247.7 194.2 -- --
Income (loss) before income tax............ (15.2) 4.1 -- --
Income tax (expense) benefit............... 7.6 (2.1) -- --
------ ------ ----- -----
Net income (loss).......................... (7.6) 2.0 -- --
------ ------ ----- -----
IRRIGATION
Net sales.................................. 137.7 84.0 -- --
Income (loss) before income tax............ 3.7 (5.7) -- --
Income tax (expense) benefit............... (1.9) 0.9 -- --
------ ------ ----- -----
Net income (loss).......................... 1.8 (4.8) -- --
------ ------ ----- -----
TOTAL
Net sales.................................. 645.2 541.6 96.1 96.1
Income (loss) before income tax............ (15.6) (17.5) 6.3 7.4
Income tax (expense) benefit............... 9.8 (0.6) (2.1) (2.7)
------ ------ ----- -----
Net income (loss).......................... (5.8) (18.1) 4.2 4.7
------ ------ ----- -----
Gain (loss) on disposal, net of income tax... -- 121.4 6.0 4.9
------ ------ ----- -----
Income (loss) from discontinued operations... $ (5.8) $103.3 $10.2 $ 9.6
====== ====== ===== =====
</TABLE>

F-30
<PAGE> 132
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of net assets of discontinued operations at March 31, 1997
at net realizable value are as follows (in millions):

<TABLE>
<CAPTION>
1997
------
<S> <C>
NET CURRENT ASSETS
Cash...................................................... $ 3.9
Accounts and notes receivable -- net...................... 57.2
Inventories............................................... 28.5
Accounts payable and accrued liabilities.................. (29.2)
Other current liabilities................................. (12.7)
------
Total net current assets.................................... 47.7
------
NET NON-CURRENT ASSETS
Property, plant and equipment -- net...................... 66.4
Deferred tax assets....................................... 8.3
Other assets.............................................. 0.9
------
Total net non-current assets................................ 75.6
------
Total net assets............................................ $123.3
======
</TABLE>

15. STOCK-BASED COMPENSATION

DR. R.K. BARTON PLAN

Dr. R.K. Barton was granted 2,500,000 options by JHIL on September 8, 1993
under the R.K. Barton Share Option Plan. Each option conferred the right to
subscribe for one ordinary JHIL share at a price of AUD 2.42 per share, provided
that the market price exceeded AUD 3.63 on the date of exercise. On June 16,
1997, R.K. Barton exercised all of his 2,500,000 options. This Plan was
accounted for as a variable plan under APB No. 25 and, accordingly, compensation
expense of $2.5 million was recognized in 1997.

SHADOW STOCK PLANS

The U.S. Shadow Stock Plan provides an incentive to certain key employees
in the United States based on any growth in the JHIL share price over time as if
such employees were the owners of that number of JHIL's common stock as are
equal to the number of shares of Shadow Stock issued to employees. The vesting
period of Shadow Stock is five years. The total number of shares outstanding at
March 31, 1996, 1997 and 1998 was 365,000 shares, 783,500 shares and 1,540,500
shares, respectively.

In December 1998, a Shadow Stock Plan for non U.S. based employees was
instituted under similar terms to the U.S. Shadow Stock Plan except that the
vesting period in the shares is three years. In December 1998, 3,003,000 shares
were issued under the Non U.S. Shadow Stock Plan and remained outstanding at
December 31, 1998.

The Plans have been accounted for as variable plans under APB No. 25 and,
accordingly, compensation expense of $0.1 million, $0.2 million and $0.6 million
was recognized in 1996, 1997 and 1998, respectively.

EXECUTIVE SHARE PURCHASE PLAN

Prior to July 1998, JHIL had an Executive Share Purchase Plan. Under the
terms of the Plan, eligible executives had purchased JHIL shares at their market
price when issued. Executives funded purchases of JHIL shares with interest-free
loans provided by JHIL and collateralized by the shares. In such cases, the
amount of indebtedness was reduced by any amounts payable by JHIL in respect of
such shares, including

F-31
<PAGE> 133

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

dividends. Loans are generally payable within two years after termination of an
executive's employment. Based on JHIL's experience, substantially all of such
loans are being repaid over time. Accordingly, fixed plan accounting has been
applied under APB No. 25, except that dividends declared on the shares are
recognized as compensation expense. Compensation expense was $0.7 million, $0.4
million and $0.5 million for 1996, 1997 and 1998, respectively. The unaudited
compensation expense for the nine months ended December 31, 1997 and 1998 was
$0.5 million and $0.2 million, respectively. Shares issued to executives during
1996, 1997 and 1998 totalled 2,826,000, 10,000 and 2,502,000, respectively. The
average issue price per share was $1.72, $2.85 and $2.95 in 1996, 1997 and 1998,
respectively.

16. ACQUISITIONS

On February 1, 1997, the Company purchased Boral Gypsum, Inc. ("Boral"), a
gypsum mining and wallboard manufacturing operation in Nashville, Arkansas. The
acquisition has been accounted for as a purchase for financial reporting
purposes. The purchase price was comprised of $94.7 million in cash and the
assumption of $4.2 million in liabilities. The estimated fair values of assets
acquired are summarized as follows (in millions):

<TABLE>
<S> <C>
Trade receivables........................................... $11.3
Inventories................................................. 2.1
Prepaid expenses............................................ 0.1
Property, plant and equipment............................... 27.3
Mineral reserves............................................ 20.8
Goodwill.................................................... 37.3
-----
Total............................................. $98.9
=====
</TABLE>

The operating results for Boral have been included with those of the
Company from February 1, 1997. Sales for the period from February 1, 1997 to
March 31, 1997 were $14.5 million.

The following summarized unaudited pro forma financial information for the
fiscal years ended March 31 assumes the acquisition had occurred on April 1 of
each year (in millions):

<TABLE>
<CAPTION>
PRO FORMA
----------------
1996 1997
------ ------
<S> <C> <C>
Pro forma net sales........................................ $705.6 $786.3
====== ======
Pro forma operating profit................................. $ 77.4 $ 32.3
====== ======
</TABLE>

These amounts include the actual results of the Boral operation for fiscal
year 1996 and for the first ten months of fiscal year 1997. These amounts are
based on certain assumptions and estimates and do not reflect any benefits that
might be achieved by the acquisition. The pro forma results do not necessarily
represent results which would have occurred if the acquisition had taken place
on the basis assumed above, nor are they indicative of the results of future
combined operations.

17. FINANCIAL INSTRUMENTS

The Company enters into foreign currency forward exchange contracts and
interest rate swaps to manage its market risk due to fluctuations in foreign
exchange rates and interest rates.

INTEREST RATES

Bank overdrafts and loans bore an average variable interest rate of 6.54%
and 6.50% as of March 31, 1997 and 1998, respectively. These liabilities exposed
the Company to the risk of rising interest rates increasing

F-32
<PAGE> 134

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

interest expense. The Company's policy was generally to use interest rate swaps
and purchased options to hedge these exposures. A swap or other instrument is
designated as a hedge if it is expected to be effective as a hedge. Both the
swap and the underlying position were monitored to ensure hedge effectiveness
was maintained over time. At March 31, 1998, these instruments covered
approximately 57% of the Company's net liabilities (liabilities of $524.8
million less assets of $350.0 million) that were exposed to variable interest
rates.

Simultaneously with the issuance of the $158.0 million non-collateralized
fixed rate notes, the Company entered into an interest rate swap. This
effectively converted the fixed rate notes, issued between 9.23% and 9.44%, to
variable rates (6.67% at March 31, 1998).

The interest rate swaps the Company entered into were plain vanilla
contracts to receive variable swap interest at variable rates and to pay swap
interest at fixed interest rates for a specified period and at specified rates.
Variable rates were primarily determined by reference to the 90 day LIBOR rate.
Net swap interest paid or received was accrued as an adjustment to interest
expense.

The following table summarizes the notional values and related terms of
interest rate swaps at March 31, 1998. Notional amounts (shown in millions)
provide an indication of the extent to which the Company was involved in such
agreements, but did not represent its exposure to market risk.

<TABLE>
<CAPTION>
MARCH 31, 1998
------------------------------------------------------------------
WEIGHTED AVERAGE RATE
-------------------------------
NOTIONAL VALUE MATURITY DATES RECEIVE PAY
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Interest rate swaps:
Pay variable........... $158.0 1999 - 2007 9.23% to 9.44% 6.67 at LIBOR
+ 0.96%
Pay fixed.............. $100.0 2001 90-day LIBOR 5.90 to 5.96%
</TABLE>

Following the Reorganization, bank overdrafts and loans bore an average
interest rate of 5.86% as at December 31, 1998. At December 31, 1998,
approximately 60% of the Company's interest cost is fixed (the proportion of
interest payable on the U.S.$ unsecured notes). At December 31, 1998, no
interest rate hedging instruments had been entered into in relation to the
remaining floating interest cost.

FOREIGN CURRENCY

As a multinational corporation, the Company maintains significant
operations in foreign countries. As a result of these activities, the Company is
exposed to changes in exchange rates which affect its results of operations and
cash flows. Historically, the Company managed its Australian dollar exposure to
changes in foreign currency exchange rates through its normal operating and
financing activities, as well as through the use of financial instruments. The
major areas considered for hedging include foreign currency denominated sale and
purchase commitments, receivables and payables, intercompany loans, net
investments and dividends relating to foreign operations. Where they are
effective as hedges, both on-balance sheet financial instruments and forward
exchange contracts may be designated as hedges in net investments in foreign
operations, in which case the after-tax gains or losses arising on the hedge are
included in the cumulative translation adjustment account in equity. The
principal investments are in operations located in Australia, New Zealand and
the United States.

Generally, the only instruments the Company uses are foreign exchange
contracts. At March 31, 1997 the Company had contracts to buy Australian dollars
and sell U.S. dollars of $501.5 million at average exchange rates of U.S.$0.7398
buys AUD 1, and contracts to buy U.S. dollars and sell Australian dollars of
$143.5 million at average exchange rates of U.S.$0.7833 buys AUD 1, maturing
within one year, that resulted in a net short U.S. dollar hedge position of
$358.0 million hedging its net investment in the U.S. operations. At

F-33
<PAGE> 135

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

March 31, 1998, the Company had contracts to buy Australian dollars and sell
U.S. dollars of $192.6 million at average exchange rates of U.S.$0.6943 buys AUD
1 and contracts to buy U.S. dollars and sell Australian dollars of $242.0
million at average exchange rates of U.S.$0.6690 buys AUD 1, maturing within two
years, that resulted in a net long U.S. dollar hedge position of $49.4 million
hedging its negative net investment in the U.S. operations. The change in the
net investment resulted from returns of capital and other distributions from the
U.S. and other U.S. dollar denominated subsidiaries.

At March 31, 1997 and 1998, the Company had contracts to buy New Zealand
dollars and sell Australian dollars of $150.8 million and $68.6 million, at
average exchange rates of AUD 1 buys NZD 1.1205 and NZD 1.1618, respectively,
and maturing within one year. This hedge relates to the New Zealand operations
net NZD liability position.

After the Reorganization, at December 31, 1998, the Company had contracts
to sell Australian dollars and to buy U.S. dollars of $165.6 million, at an
average exchange rate of U.S. $0.6238 buys AUD $1. These hedges relate to
Australian dollar denominated related party loans and hedges of the net
investment in foreign operations. At December 31, 1998, the Company had
contracts to sell New Zealand dollars and buy U.S. dollars of $15.2 million, at
an exchange rate of U.S. $0.5233 buys NZD $1. This hedge relates to New Zealand
dollar denominated related party loans.

The Company also purchases raw materials and fixed assets and sells some
finished product for amounts denominated in foreign currencies. In order to
protect against exchange rate movements, the Company may enter into forward
exchange contracts timed to mature when settlement of the underlying
transactions is due to occur. Any unrealized gains and losses on the contracts,
together with the cost of the contracts, are deferred and will be recognized in
the measurement of the underlying transaction. At March 31, 1997 and 1998 and
December 31, 1998, there were no material contracts outstanding.

CREDIT RISK

The credit risk on financial assets of the Company which have been
recognized on the balance sheet, other than equity investments, is generally the
carrying amount, net of any provisions for doubtful accounts.

Investments in government bonds which have been purchased at a discount to
face value are carried on the balance sheet at an amount less than the amount
realizable at maturity. The total credit risk exposure of the Company could also
be considered to include the difference between the carrying amount and the
realizable amount.

For off-balance sheet financial instruments, which are deliverable,
including derivatives, credit risk also arises from the potential failure of
counterparties to meet their obligations under the respective contracts at
maturity.

The Company is exposed to losses on forward exchange contracts in the event
that counterparties fail to deliver the contracted amount. In accordance with
the terms of its master netting agreement with each counterparty, at March 31,
the credit exposure to the Company is calculated as the net fair value of all
contracts outstanding with that counterparty. At March 31, 1997, 1998 and
December 31, 1998, total credit exposure arising from forward exchange contracts
was $388.4 million, $194.8 million and $0.2 million, respectively.

The counterparties are prime financial institutions. The Company controls
risk through the use of credit ratings and reviews. At March 31, 1998 and
December 31, 1998, the Company had no significant concentration of credit risk
with any single counterparty or group of counterparties.

F-34
<PAGE> 136

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FAIR VALUES

The carrying values of cash and cash equivalents, marketable securities,
accounts receivable, short-term borrowings and accounts payable are a reasonable
estimate of their fair value due to the short-term nature of these instruments.
The following table summarizes the estimated fair value of the Company's
remaining financial instruments (in millions):

<TABLE>
<CAPTION>
MARCH 31,
-------------------------------------
1997 1998 DECEMBER 31, 1998
----------------- ----------------- -----------------
CARRYING FAIR CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE VALUE VALUE
-------- ------ -------- ------ -------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Long-term debt
Floating...................... $310.2 $318.5 $341.6 $357.0 $122.5 $122.5
Fixed......................... 160.0 160.0 154.7 154.7 225.0 228.4
------ ------ ------ ------ ------ ------
Total................. $470.2 $478.5 $496.3 $511.7 $347.5 $350.9
====== ====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
MARCH 31,
--------------------------- DECEMBER 31,
1997 1998 1998
----------- ----------- ------------
FAIR VALUE FAIR VALUE FAIR VALUE
GAIN (LOSS) GAIN (LOSS) GAIN (LOSS)
----------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C>
Derivatives
Currency forwards.................. $27.5 $(9.1) $ 2.8
Interest rate swaps
Pay variable.................... $10.3 $16.3 --
Receive variable................ -- -- --
Options............................ -- -- --
</TABLE>

Fair values of long-term debt were determined by reference to the March 31,
1997 and 1998 and December 31, 1998 market values for comparably rated debt
instruments and without any adjustment for the effect of hedges. Fair values of
forward contracts and swaps are based on dealer quotes at the respective
reporting dates.

18. OPERATING SEGMENT INFORMATION AND CONCENTRATIONS OF RISK

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which requires the reporting of certain
financial information by operating segment and geographical area. The Company
has reported its operating segment information in the format that the operating
segment information will be available to and evaluated by the Board of
Directors. U.S. Fiber Cement manufactures and sells fiber cement products in the
United States. Gypsum manufactures and sells gypsum wallboard products in the
United States. Australia/New Zealand Fiber Cement manufactures and sells fiber
cement products in Australia, New Zealand and Asian export markets other than
the Philippines. Building Systems manufactures, leases and installs modular
relocatable buildings, and also manufactures and sells insulated panel systems
in Australia. Other includes the Research and Development center in Sydney,
Australia, the Philippines fiber cement operations and the manufacturing and
selling operations of Windows in Australia. The Company's reportable operating
segments are strategic operating units that are managed separately due to their
different products and geographical location.

F-35
<PAGE> 137

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OPERATING SEGMENTS

The Company's operating segments and geographical information are as
follows (in millions):

<TABLE>
<CAPTION>
NET SALES TO
CUSTOMERS(1)
----------------
NET SALES TO CUSTOMERS(1) DECEMBER 31,
-------------------------- ----------------
1996 1997 1998 1997 1998
------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
U.S. Fiber Cement..................... $100.7 $148.7 $181.1 $134.2 $177.6
Gypsum................................ 77.0 103.8 200.5 149.3 190.9
Australia/New Zealand Fiber Cement.... 264.6 262.1 211.6 169.0 132.2
Building Systems...................... 118.2 133.8 147.9 111.9 81.3
Other................................. 63.2 63.2 79.4 63.4 47.9
------ ------ ------ ------ ------
Segments Total................... 623.7 711.6 820.5 627.8 629.9
General Corporate..................... 1.2 1.8 1.8 1.3 1.2
------ ------ ------ ------ ------
Worldwide Total.................. $624.9 $713.4 $822.3 $629.1 $631.1
====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
INCOME FROM TOTAL
OPERATIONS IDENTIFIABLE
--------------- TOTAL ASSETS
INCOME FROM OPERATIONS DECEMBER 31, IDENTIFIABLE ASSETS ------------
------------------------ --------------- ------------------- DECEMBER 31,
1996 1997 1998 1997 1998 1997 1998 1998
------ ------ ------ ------ ------ -------- -------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Fiber Cement................... $ 17.5 $ 27.7 $ 37.6 $ 29.2 $ 31.6 $ 162.5 $ 188.9 $ 220.9
Gypsum.............................. 6.9 18.1 39.9 32.8 46.5 190.2 214.8 237.7
Australia/New Zealand Fiber
Cement(2),(3)..................... 62.9 25.8 35.7 34.4 16.7 182.6 156.1 125.5
Building Systems(7)................. 10.2 10.0 9.9 10.8 6.1 85.8 86.9 72.7
Other(2),(4)........................ (13.1) (43.3) (27.0) (19.9) (16.2) 63.5 82.6 81.8
------ ------ ------ ------ ------ -------- -------- --------
Segments Total.................. 84.4 38.3 96.1 87.3 84.7 684.6 729.3 738.6
General Corporate(6),(9)............ (23.5) (22.7) (13.9) (13.2) (11.5) 726.1 512.4 269.9
------ ------ ------ ------ ------ -------- -------- --------
Total Operating Profit.............. 60.9 15.6 82.2 74.1 73.2 N/A N/A N/A
Net interest expense(8)............. (15.6) (8.8) (9.3) (6.9) (11.4) N/A N/A N/A
Other income/(expense).............. (24.4) (22.3) (17.2) (16.2) (4.8) N/A N/A N/A
Discontinued........................ N/A N/A N/A N/A N/A 123.3 -- --
------ ------ ------ ------ ------ -------- -------- --------
Worldwide Total................. $ 20.9 $(15.5) $ 55.7 $ 51.0 $ 57.0 $1,534.0 $1,241.7 $1,008.5
====== ====== ====== ====== ====== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
ADDITIONS TO DEPRECIATION
PROPERTY, AND
PLANT AND AMORTIZATION
ADDITIONS TO PROPERTY, EQUIPMENT(5) DEPRECIATION AND -------------
PLANT AND EQUIPMENT(5) ------------ AMORTIZATION DECEMBER 31,
---------------------- DECEMBER 31, --------------------- -------------
1996 1997 1998 1998 1996 1997 1998 1997 1998
---- ------ ------ ------------ ----- ----- ----- ----- -----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Fiber Cement................... $16.8 $ 76.2 $ 41.9 $ 24.6 $ 4.4 $ 6.7 $ 9.0 $ 4.2 $ 6.3
Gypsum.............................. 9.5 47.8 28.3 23.5 3.6 5.0 8.9 7.3 7.5
Australia/New Zealand Fiber
Cement............................ 10.3 28.4 29.7 13.2 9.4 12.0 9.2 8.6 6.8
Building Systems.................... 16.4 12.2 22.6 9.2 6.1 7.5 8.1 5.9 6.4
Other............................... 3.3 4.9 24.2 16.1 3.0 3.3 2.3 1.5 1.7
---- ------ ------ ------ ----- ----- ----- ----- -----
Segments Total.................. 56.3 169.5 146.7 86.6 26.5 34.5 37.5 27.5 28.7
General Corporate................... 8.4 2.6 8.1 0.8 1.5 1.1 1.0 0.5 0.5
Discontinued........................ N/A N/A N/A N/A 25.5 24.1 5.3 3.9 --
---- ------ ------ ------ ----- ----- ----- ----- -----
Worldwide Total................. $64.7 $172.1 $154.8 $ 87.4 $53.5 $59.7 $43.8 $31.9 $29.2
==== ====== ====== ====== ===== ===== ===== ===== =====
</TABLE>

F-36
<PAGE> 138
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

GEOGRAPHIC AREAS

<TABLE>
<CAPTION>
NET SALES TO TOTAL
CUSTOMERS(1) IDENTIFIABLE
NET SALES TO --------------- TOTAL ASSETS
CUSTOMERS(1) DECEMBER 31, IDENTIFIABLE ASSETS ------------
------------------------ --------------- ------------------- DECEMBER 31,
1996 1997 1998 1997 1998 1997 1998 1998
------ ------ ------ ------ ------ -------- -------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
United States......................... $177.7 $252.5 $381.5 $283.5 $368.5 $ 352.8 $ 403.7 $ 458.5
Australia............................. 364.3 379.3 361.8 282.1 220.9 263.3 242.3 203.0
New Zealand........................... 77.0 77.9 63.4 51.6 34.8 40.6 33.3 22.3
Other Countries....................... 4.7 1.9 13.8 10.6 5.7 27.9 50.0 54.8
------ ------ ------ ------ ------ -------- -------- --------
Segments Total.................... 623.7 711.6 820.5 627.8 629.9 684.6 729.3 738.6
General Corporate..................... 1.2 1.8 1.8 1.3 1.2 726.1 512.4 269.9
Discontinued.......................... N/A N/A N/A N/A N/A 123.3 -- --
------ ------ ------ ------ ------ -------- -------- --------
Worldwide Total................... $624.9 $713.4 $822.3 $629.1 $631.1 $1,534.0 $1,241.7 $1,008.5
====== ====== ====== ====== ====== ======== ======== ========
</TABLE>

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

"N/A" -- Not applicable.

(1) Export sales and intersegment sales are not significant. No single customer
represents 10% or more of total sales.

(2) The operating profit of Australia/New Zealand Fiber Cement was reduced by
restructuring and other expenses of $17.8 million in fiscal year 1997, $5.1
million in fiscal year 1998 and $2.2 million and $1.2 million for the nine
months ended December 31, 1997 and 1998, respectively, (see Note 12). In
addition, the operating profit of Other was reduced by restructuring and
other expenses of $21.0 million for a goodwill impairment charge in fiscal
year 1997 (see Note 12).

(3) Sales of building systems products in New Zealand are included in the
Australia/New Zealand Fiber Cement segment.

(4) Income from the operations of Other includes expenses of $9.2 million, $10.6
million, and $11.0 million in 1996, 1997 and 1998, respectively, relating to
the Sydney-based Research and Development Center. Additionally, research and
development costs of $0.8 million and $3.6 million in 1997 and 1998 are
expensed in the U.S. Fiber Cement operating segment and research and
development costs of $2.9 million, $3.6 million and $3.4 million are
expensed in the Australia/New Zealand Fiber Cement segment.

Income from operations of Other includes expenses of $7.3 million and $4.6
million for the nine months ended December 31, 1997 and 1998, respectively,
relating to the Sydney-based Research and Development Center. Additionally,
research and development costs of $2.6 million and $4.0 million for the
nine months ended December 31, 1997 and 1998, are expensed in the U.S.
Fiber Cement operating segment and research and development costs of $2.7
and $1.9 are expensed in the Australia/New Zealand Fiber Cement segment for
the nine months ended December 31, 1997 and 1998, respectively.

Research and development expenditures are expensed as incurred and in total
amounted to $12.1 million, $15.0 million and $18.0 million for the years
ended March 31, 1996, 1997 and 1998, respectively. For the nine months
ended December 31, 1997 and 1998, total research and development
expenditure amounted to $12.6 million and $10.5 million, respectively.

(5) Additions to property, plant and equipment include both cash and credit
purchases.

(6) Up to the date of the Reorganization, General Corporate comprised selling,
general and administrative expenses related to the Company's Sydney,
Australia corporate office and the existing U.S. corporate office. Post
reorganization, no expenses relating to the Sydney, Australia corporate
office have been incurred. The principal components are officer and employee
compensation and related benefits, professional and legal fees,
administrative costs, and rental expense, net of rental income, on the
Company's corporate offices.

F-37
<PAGE> 139

JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Additionally, pension costs related to the Australian defined benefit plans
for Australia/New Zealand Fiber Cement, Building Systems and Other segments
totalling $2.0 million, $3.3 million and $2.4 million in 1996, 1997 and
1998, respectively, have been included in the General Corporate segment.
Pension costs related to Australian defined benefit plans for Australia/New
Zealand Fiber Cement, Building Systems and Other segments totalling $1.8
million and $0.9 million for the nine months ended December 31, 1997 and
1998, respectively, have been included in the General Corporate segment. In
1996, there was an expense of $6.7 million related to surplus lease space
and, in 1997, stock compensation expense of $2.9 million.

(7) The Building Systems segment includes commission income received from the
Australia/New Zealand Fiber Cement segment for fiber cement systems which
are marketed to architects and specifiers by Building Systems but are
physically distributed by the Australia/New Zealand Fiber Cement segment.
Commissions earned during 1996, 1997 and 1998 were $6.9 million, $7.4
million and $6.7 million, respectively. Commissions earned during the nine
months ended December 31, 1997 and 1998 were $5.3 million and $4.4 million,
respectively.

(8) The Company does not report net interest and expense for each reportable
segment as reportable segments are not held directly accountable for
interest expense.

(9) The Company does not report deferred tax assets and liabilities for each
reportable segment as reportable segments are not held directly accountable
for deferred taxes. All deferred taxes are included in General Corporate.

CONCENTRATIONS OF RISK

The current sole source of gypsum rock for the Seattle, Washington gypsum
wallboard manufacturing facility is a gypsum mine located in Santa Rosalia,
Mexico. The mine is owned by Compania Minera Caopas S.A. de C.V. (and its
affiliates), which is currently operating under a form of Mexican bankruptcy
protection, and management has been unable to determine the status of certain
licenses or permits necessary for operation of the mine. Therefore, there can be
no assurance that shipments from the Caopas mine will continue. A cessation of
shipments from the Caopas mine and an inability to secure an alternative source
of supply on reasonable terms would have a material adverse effect on the
business, results of operations, cash flows and financial position of the
Company.

The distribution channels for the Company's fiber cement products and
gypsum wallboard products are concentrated. If the Company were to lose one or
more of their major distributors, there can be no assurance that the Company
will be able to find a replacement. Therefore, the loss of one or more
distributors could have a material adverse effect on the Company's results of
operations, cash flows and financial position.

Approximately 54% of the Company's revenues in fiscal year 1998 were
derived from sales outside the United States. Consequently, changes in the value
of foreign currencies could significantly affect the results of operations, cash
flows and financial position of the Company's non-U.S. operations on translation
into U.S. dollars.

F-38
<PAGE> 140
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. COMPREHENSIVE INCOME

As of April 1, 1998 the Company adopted SFAS No. 130 which establishes
standards for the reporting and display of comprehensive income and its
components. The components of total comprehensive income were as follows (in
millions):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED DECEMBER 31,
------------------
1997 1998
------- -------
(UNAUDITED)
<S> <C> <C>
Net income.................................................. $ 41.4 $ 26.1
Other comprehensive income (loss):
Net unrealized gains (losses) on available-for-sale
securities, net of income tax.......................... (1.8) 1.3
Currency translation gains (losses), net of income tax
(expense) benefit of $38.5 million and $(27.7) million
for 1997 and 1998, respectively on hedging, from an
Australian dollar perspective, the net investment in
foreign operations..................................... (4.5) (4.3)
Currency translation gains (losses), net of income tax
(expense) benefit of $0 million and $0 million for 1997
and 1998, respectively on translation into U.S.
dollars................................................ (88.8) (41.8)
------ ------
Total other comprehensive income (loss), net of
income tax...................................... (95.1) (44.8)
------ ------
Total comprehensive income (loss)................. $(53.7) $(18.7)
====== ======
</TABLE>

The components of total accumulated other comprehensive income, net of
related tax, which is displayed in the balance sheet, were as follows (in
millions):

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS
MARCH 31, ENDED DECEMBER 31,
-------------- ------------------
1997 1998 1997 1998
----- ------ ------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net unrealized gain (loss) on available-for-sale
securities...................................... $ 0.2 $ (1.3) $ (1.6) $ --
Foreign currency translation gains (losses)....... 15.6 (74.0) (77.7) (120.1)
----- ------ ------ -------
Total accumulated other comprehensive
income (loss)......................... $15.8 $(75.3) $(79.3) $(120.1)
===== ====== ====== =======
</TABLE>

F-39
<PAGE> 141
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

20. SHAREHOLDERS' EQUITY

SHARE CAPITAL

At December 31, 1998, the authorized share capital of the Company was NLG
3,000,000, consisting of 150,000,000 shares of common stock, with a nominal
value of NLG 0.02 per share.

Effective with the Reorganization, the Company's equity was recapitalized
by the issuance of 50,000,000 shares of common stock with a nominal value of
$0.6 million and unaudited contributed capital of $448.8 million. The
Reorganization resulted in a deemed transfer to JHIL on November 1, 1998 of the
Retained Assets and Liabilities with an unaudited basis of $101.3 million. The
Retained Assets and Liabilities were comprised of (in millions):

<TABLE>
<CAPTION>
(UNAUDITED)
<S> <C>
Cash and cash equivalents................................... $ 1.4
Accounts and notes receivable............................... 26.2
Investments and long term receivables....................... 20.9
Property, plant and equipment, net.......................... 34.0
Net deferred tax assets..................................... 45.8
Accounts payable and other current liabilities.............. (27.0)
------
$101.3
======
</TABLE>

DIVIDENDS

Pursuant to the Articles of Association and Dutch law, the declaration of
dividends, if any, will be at the discretion of the Board of Directors (subject
to the dividend rights of holders of Preferred Stock, if any). The Board of
Directors may resolve that James Hardie make distributions out of James Hardie's
annual profit, general share premium account and out of any other reserves that
are available for shareholder distributions under Dutch law. The Board of
Directors may also resolve that James Hardie pay interim dividends. James Hardie
may not pay dividends, including interim dividends, if the payment would reduce
shareholders' equity to an amount less than the sum of James Hardie's share
capital account, plus certain reserves that are required to be maintained by
Dutch law or the Articles of Association. James Hardie's Articles of Association
provide that future dividends, if any, will be declared and paid in U.S.
dollars, unless the Board of Directors determines otherwise.

21. EXTRAORDINARY ITEM

In connection with the Reorganization, the Company raised financing to
repay related party borrowings to JHIL. The Company incurred an unaudited $8.3
million, net of taxes, extraordinary loss for prepayment penalties.

22. RELATED PARTY TRANSACTIONS (UNAUDITED)

PURCHASE AGREEMENTS

In connection with the Reorganization (Note 1), the Company entered into
the Purchase Agreements and acquired the Transferred Businesses from JHIL. The
Transferred Businesses were acquired by the Company in consideration of 100% of
its outstanding common stock and $349.1 million, which was paid from the
issuance of notes and borrowings under a new term loan. The $349.1 million
payment represented the settlement of liabilities to JHIL which existed as
intercompany indebtedness in subsidiaries contributed to the Company. The
Purchase Agreements contain indemnity provisions which provide that, for a
period of seven years after the Reorganization, JHIL and any relevant
non-transferring subsidiary will indemnify the

F-40
<PAGE> 142
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company for certain matters in relation to the operation of the Transferred
Businesses prior to the Reorganization as expressly described in the Purchase
Agreements (this indemnity does not include claims that, in the aggregate,
amount to less than $50,000). In addition, JHIL and the relevant
non-transferring subsidiary have agreed to provide unlimited indemnification to
the Company for (i) all claims related to asbestos liability; (ii) all
environmental-related claims arising from the condition of the real properties
prior to the Reorganization or the conduct of the relevant businesses prior to
the Reorganization (excluding claims arising from deliberate actions taken by
the Company with the intention of triggering an environmental claim); (iii)
taxes incurred by any subsidiary being transferred to the Company which relate
to periods prior to the Reorganization; and (iv) all claims in relation to
defective products and services manufactured or supplied by JHIL or the relevant
subsidiary prior to the Reorganization (excluding claims below a specified
threshold) for each of the transferring businesses, which in the aggregate
amounts to approximately $2.4 million.

LEASE AGREEMENTS

REIMBURSEMENT AGREEMENT

FOREIGN CURRENCY CONTRACTS

The Company has entered into contracts to sell Australian dollars and to
buy U.S. dollars of $165.6 million and to sell New Zealand dollars and buy U.S.
dollars of $15.2 million with JHIL. At December 31, 1998, $6.5 million has been
included as a receivable from JHIL under these contracts.

F-41
<PAGE> 143
JAMES HARDIE N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

RECEIVABLES FROM AND PAYABLES TO JHIL

At December 31, 1998 unaudited receivables from and payables to JHIL
consisted of (in millions):

<TABLE>
<CAPTION>
POST
BALANCES AT REORGANIZATION
REORGANIZATION ACTIVITY TOTAL
-------------- -------------- -------
<S> <C> <C> <C>
Receivables....................................... $ 154.1 $ 6.5 $ 160.6
Payables.......................................... (143.4) (3.5) (146.9)
------- ----- -------
$ 10.7 $ 3.0 $ 13.7
======= ===== =======
</TABLE>

Certain balances at the date of the Reorganization have been settled
between the parties post December 31, 1998 (see Note 23) as a transfer to JHIL.
Balances arising post Reorganization are as a result of the Lease and
Reimbursement agreements and Foreign Currency contracts referred to above.

STOCK BASED COMPENSATION

Several employees of the Company are participants in JHIL's Executive Share
Purchase Plan. Under the terms of the Plan, employees funded the purchase of
JHIL shares with interest-free loans provided by JHIL and collateralized by the
shares. As of July 1998, JHIL had decided not to issue any further shares in
this Plan. As of December 31, 1998 the employees had loans payable to JHIL of
$8.5 million.

23. SUBSEQUENT EVENTS (UNAUDITED)

On February 5, 1999, the Company entered into binding agreements to sell to
JHIL three non-operating subsidiaries. At December 31, 1998, the combined net
assets of these subsidiaries was $6.8 million and, for the nine months period
ended December 31, 1998, the combined net income (loss) of these subsidiaries
was zero.

On February 5, 1999, the Company and JHIL entered into an agreement to
consolidate and set-off certain intercompany receivables and payables that were
in existence at the date of the Reorganization. The following unaudited pro
forma consolidated balance sheet data gives accounting effect to the
consolidation and set-off of the intercompany accounts as if they had occurred
on December 31, 1998 (in millions):

<TABLE>
<CAPTION>
CONSOLIDATION
DECEMBER 31, AND
1998 SET-OFF PRO FORMA
------------ ------------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Current assets................................... $ 386.9 $(150.3)(1) $ 236.6
Other assets..................................... 621.6 621.6
-------- -------
Total assets........................... 1,008.5 858.2
======== =======
Current liabilities.............................. 297.9 (141.1)(1) 156.8
Other liabilities................................ 372.7 372.7
-------- -------
Total liabilities...................... 670.6 529.5
Shareholders' equity............................. 337.9 (9.2)(1) 328.7
-------- -------
Total liabilities and shareholders' equity....... $1,008.5 $ 858.2
======== =======
</TABLE>

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

(1) Represents the consolidation and set-off of receivables from JHIL of $150.3
million with payables to JHIL of $141.1 million. The net receivable after
the set-off of $9.2 million has been deducted from shareholders' equity as
it is due from the principal shareholder.

F-42
<PAGE> 144

JAMES HARDIE N.V. AND SUBSIDIARIES

SUPPLEMENTARY DATA (UNAUDITED)

QUARTERLY FINANCIAL DATA (UNAUDITED)

(MILLIONS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1998 YEAR ENDING MARCH 31, 1999
BY QUARTER BY QUARTER
------------------------------------- ---------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............................ $ 218.2 $ 212.1 $ 198.8 $ 193.2 $ 206.2 $ 209.6 $ 215.3
Cost of goods sold................... (153.5) (151.1) (140.1) (147.6) (147.7) (147.8) (152.5)
------- ------- ------- ------- ------- ------- -------
Gross profit......................... $ 64.7 $ 61.0 $ 58.7 $ 45.6 $ 58.5 $ 61.8 $ 62.8
======= ======= ======= ======= ======= ======= =======
Operating profit..................... $ 23.8 $ 30.8 $ 19.5 $ 8.1 $ 22.9 $ 25.7 $ 24.6
Interest expense..................... (12.4) (17.4) (8.8) (10.3) (7.3) (9.1) (7.4)
Interest income...................... 6.3 9.9 5.0 7.1 3.4 6.0 3.0
Equity income -- RCI corporation..... 2.9 2.1 (0.2) 1.4 -- -- --
Other non operating expenses......... (2.1) (6.4) (2.0) (1.6) -- (6.9) 2.1
------- ------- ------- ------- ------- ------- -------
Income from continuing operations
before income tax.................. 18.5 19.0 13.5 4.7 19.0 15.7 22.3
Income tax (expense)................. (5.6) (6.6) (7.0) (5.8) (6.6) (8.7) (7.3)
------- ------- ------- ------- ------- ------- -------
Income from continuing operations.... 12.9 12.4 6.5 (1.1) 12.4 7.0 15.0
Income (loss) from discontinued
operations......................... 6.3 (5.5) 8.8 0.6 -- -- --
------- ------- ------- ------- ------- ------- -------
Extraordinary loss................... -- -- -- -- -- -- (8.3)
------- ------- ------- ------- ------- ------- -------
Net Income........................... $ 19.2 $ 6.9 $ 15.3 $ (0.5) $ 12.4 $ 7.0 $ 6.7
======= ======= ======= ======= ======= ======= =======
</TABLE>

F-43
<PAGE> 145

[LOGO] James Hardie N.V.

[MAP OF THE UNITED STATES DETAILING THE COMPANY'S GYPSUM MANUFACTURING SITES IN
SEATTLE, LAS VEGAS AND NASHVILLE AND THE COMPANY'S FIBER CEMENT MANUFACTURING
SITES IN FONTANA, CLEBURNE, PLANT CITY AND TACOMA.]

[MAP OF ASIA DETAILING THE COMPANY'S FIBER CEMENT MANUFACTURING SITE IN MANILA,
THE COMPANY'S SALES OFFICES IN TAPEI, SINGAPORE AND JAKARTA, AND THE COMPANY'S
SALES AGENTS IN SEOUL, OSAKA, HONG KONG, BANGKOK AND HO CHI MINH CITY.]

[MAP OF AUSTRALIA AND NEW ZEALAND DETAILING THE COMPANY'S FIBER CEMENT
MANUFACTURING SITES IN BRISBANE, SYDNEY, PERTH AND AUCKLAND AND THE COMPANY'S
WINDOWS MANUFACTURING SITES IN BRISBANE, TAMWORTH, NEWCASTLE/OURIMBAH, SYDNEY,
ADELAIDE, CANBERRA AND MELBOURNE.]

[MAP OF AUSTRALIA AND NEW ZEALAND DETAILING THE COMPANY'S BUILDING SYSTEMS
MANUFACTURING SITES IN JAKARTA, TOWNSVILLE, BRISBANE, PERTH, ADELAIDE,
MELBOURNE, SYDNEY, LAUNCESTON, CHRISTCHURCH AND AUCKLAND.]
[This page intentionally left blank]
<PAGE> 146

No dealer, salesperson or other individual has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Underwriters. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the Common Stock in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof.

TABLE OF CONTENTS
------------------------------------------------------

<TABLE>
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 11
The Reorganization..................... 21
Use of Proceeds........................ 23
Dividend Policy........................ 23
Capitalization......................... 24
Dilution............................... 25
Unaudited Pro Forma Consolidated
Financial Data....................... 26
Selected Financial and Operating
Data................................. 33
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 36
Business............................... 50
Management............................. 68
JHIL and the Selling Shareholder....... 79
Certain Relationships and Related
Transactions......................... 79
Shares Eligible for Future Sale........ 81
Description of Capital Stock........... 82
Share Certificates and Transfer........ 86
Taxation............................... 86
Underwriting........................... 93
Legal Matters.......................... 97
Experts................................ 97
Available Information.................. 97
Enforcement of Civil Liabilities....... 98
Notice to Ontario and Quebec
Residents............................ 99
Index to Financial Statements.......... F-1
</TABLE>

Until , 1999 all dealers effecting transactions in the Common Stock,
whether or not participating in this distribution, may be required to deliver a
Prospectus. This delivery requirement is in addition to the obligation of
dealers to deliver a Prospectus when acting as Underwriters and with respect to
their unsold allotments or subscriptions.

PROSPECTUS , 1999

7,500,000 Shares

JAMES HARDIE N.V.

JH LOGO
Common Stock

WARBURG DILLON READ LLC

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH & CO.

<PAGE> 147

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

PROSPECTUS Subject to Completion, Dated February 8, 1999

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

7,500,000 Shares

JH LOGO
JAMES HARDIE N.V.
Common Stock
- --------------------------------------------------------------------------------

All of the 7,500,000 shares of common stock, nominal value NLG 0.02 per share
(the "Common Stock"), of James Hardie N.V. ("James Hardie") offered hereby are
being sold by a wholly owned indirect subsidiary (the "Selling Shareholder") of
James Hardie Industries Limited, a public company organized under the laws of
Australia and listed on the Australian Stock Exchange ("JHIL"), in concurrent
offerings outside the United States and Canada and in the United States and
Canada (collectively, the "Offerings"). Of such shares, 1,125,000 are initially
being offered outside the United States and Canada by the International
Underwriters (the "International Offering") and 6,375,000 are initially being
offered in the United States and Canada by the U.S. Underwriters (the "United
States Offering"). The per share price to the public and per share underwriting
discounts and commissions in each of the Offerings will be identical. See
"Underwriting." James Hardie will not receive any of the proceeds from the sale
of the shares offered hereby.

James Hardie is currently a wholly-owned indirect subsidiary of JHIL. Following
consummation of the Offerings, JHIL will beneficially own approximately 85% of
the outstanding shares of Common Stock (or approximately 83% of the outstanding
shares of Common Stock if the U.S. Underwriters' over-allotment option is
exercised in full).

FOR A DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE SHARES OF COMMON STOCK
OFFERED HEREBY, SEE "RISK FACTORS" COMMENCING ON PAGE 11.

(2) Before deducting expenses of the Offerings payable by JHIL estimated to be
$1,825,000.

(3) The Selling Shareholder has granted the U.S. Underwriters a 30-day option to
purchase up to 1,125,000 additional shares of Common Stock on the same terms
per share solely to cover over-allotments, if any. If such option is
exercised in full, the total Price to Public will be $ , the total
Underwriting Discounts and Commissions will be $ and the total
proceeds to the Selling Shareholder will be $ . See "Underwriting."

The shares of Common Stock are being offered by the Underwriters as set forth
under "Underwriting" herein. It is expected that delivery of the certificates
therefor will be made at the offices of UBS AG, acting through its division
Warburg Dillon Read, New York, New York, or through the facilities of The
Depository Trust Company, on or about , 1999.

WARBURG DILLON READ

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH INTERNATIONAL

The date of this Prospectus is , 1999.

<PAGE> 148

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

LEGAL MATTERS

INDEPENDENT PUBLIC ACCOUNTANTS

The consolidated balance sheets as of March 31, 1997 and 1998, and the
consolidated statements of income, cash flows and changes in shareholders'
equity for each of the three years in the period ended March 31, 1998, included
in this Prospectus have been audited by PricewaterhouseCoopers, Australia,
independent accountants, as stated in their report appearing herein.

AVAILABLE INFORMATION

As a result of the United States Offering, the Company will become subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), applicable to foreign private issuers, and in accordance
therewith will file reports, including annual reports, and other information
with the Commission. Such reports and other information may be obtained, upon
written request, from the Transfer Agent and Registrar at its principal office
located at 40 Wall Street, New York, New York 10005. Such reports and other
information may also be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024 Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the Commission located at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. In addition, reports and other information concerning the
Company may be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005. As a foreign private Company, the
Company is exempt from the rules under the Exchange Act prescribing the
furnishing and content of proxy statements and annual reports to shareholders
and the short-swing profit recovery provisions set forth in Section 16 of the
Exchange Act.

97
<PAGE> 149

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

ENFORCEMENT OF CIVIL LIABILITIES

The Company is incorporated under the laws of The Netherlands with its
corporate seat in Amsterdam, The Netherlands. Certain of the members of the
Company's directors, executive officers and subsidiaries, and certain of the
experts named herein, are residents of jurisdictions outside the United States
and significant assets of the Company and of such persons are located outside
the United States. As a result, it may be difficult for investors to effect
service of process within the United States upon the Company or such other
persons, or to enforce outside the United States judgments obtained against such
persons in the U.S. courts, or to enforce U.S. court judgments obtained against
such persons in courts in jurisdictions outside the United States, in each case,
in any action, including actions predicated upon the civil liability provisions
of U.S. securities laws.

98
<PAGE> 150

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

TABLE OF CONTENTS
------------------------------------------------------

<TABLE>
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 11
The Reorganization.................... 21
Use of Proceeds....................... 23
Dividend Policy....................... 23
Capitalization........................ 24
Dilution.............................. 25
Unaudited Pro Forma Consolidated
Financial Data...................... 26
Selected Financial and Operating
Data................................ 33
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 36
Business.............................. 50
Management............................ 68
JHIL and the Selling Shareholder...... 79
Certain Relationships and Related
Transactions........................ 79
Shares Eligible for Future Sale....... 81
Description of Capital Stock.......... 82
Share Certificates and Transfer....... 86
Taxation.............................. 86
Underwriting.......................... 93
Legal Matters......................... 97
Independent Public Accountants........ 97
Available Information................. 97
Enforcement of Civil Liabilities...... 98
Index to Financial Statements......... F-1
Until , 1999 all dealers effecting
transactions in the Common Stock, whether
or not participating in this distribution,
may be required to deliver a Prospectus.
This delivery requirement is in addition to
the obligation of dealers to deliver a
Prospectus when acting as Underwriters and
with respect to their unsold allotments or
subscriptions.
</TABLE>

PROSPECTUS , 1999

7,500,000 Shares

JAMES HARDIE N.V.

JH LOGO
Common Stock
WARBURG DILLON READ

CREDIT SUISSE FIRST BOSTON

MERRILL LYNCH INTERNATIONAL

<PAGE> 151

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the approximate amount of the fees and
expenses (other than sales commissions) payable by JHIL in connection with the
sale and distribution of the shares of Common Stock.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 53,941
NASD Filing Fee............................................. 18,785
New York Stock Exchange Listing Fee......................... 100,000
Blue Sky Fees and Expenses.................................. 10,000
Printing and Mailing Fees and Expenses...................... 450,000
Accounting Fees and Expenses................................ 480,000
Legal Fees and Expenses..................................... 650,000
Transfer Agent and Registrar Fees and Expenses.............. 15,000
Miscellaneous............................................... 47,274
----------
Total............................................. $1,825,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Association provide that the Company is
authorized to indemnify its directors, officers and agents against all
liabilities resulting from (1) any action, suit or proceeding (other than an
action by or in the right of the Company), provided that such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful or out of his mandate, and (2) any action or proceeding by or in the
right of the Company to procure a judgment in its favor provided that such
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made if such person is adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty to the Company, unless a court
determines that such person is fairly and reasonably entitled to
indemnification. Such indemnification shall only be made upon a determination by
the Board of Directors or, if the Board of Directors so resolves, by independent
legal counsel or by a general meeting of shareholders that indemnification is
proper under the circumstances because such person has satisfied the applicable
standard of conduct.

The Company is entering into indemnity agreements (copies of which are
filed as exhibits to the Registration Statement) with the directors and certain
officers of the Company which provide indemnification to the greatest extent
permitted by law. The Company has also purchased insurance policies under which
such individuals are insured against liabilities resulting from their conduct
when acting in their capacities on behalf of the Company. In addition, Article
37 of the Articles of Association provides that the adoption by the general
meeting of shareholders of the annual accounts shall fully discharge the
directors from liability in respect of the exercise of their duties during the
financial year concerned, unless a proviso is made by the general meeting of
shareholders and without prejudice to certain provisions of the Dutch Civil
Code. Under Dutch law, this discharge is not absolute and would not be effective
as to any matters not disclosed to the Company's shareholders and is subject to
general principles of reasonableness and fairness.

Reference is also made to the form of Underwriting Agreement filed as an
exhibit to the Registration Statement for provisions relating to the
indemnification of the directors and certain officers of the Company by the
underwriters.

II-1
<PAGE> 152

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In August 1998, in connection with the Reorganization, James Hardie issued
1,000 shares of the Common Stock to JHIL in exchange for NLG 100,000. On October
22, 1998, these 1,000 shares were converted into 5,000,000 shares pursuant to a
redivision of shares. At the same time, James Hardie issued an additional
45,000,000 shares of the Common Stock to a subsidiary of JHIL in exchange for
the contribution of the Transferred Businesses. The issuances of such shares of
the Common Stock were exempt from registration under the Securities Act because,
among other reasons, such shares were offered and sold outside of the United
States.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement
2.1 Share Acquisition Agreement, dated October 28, 1998, between
JHIL and James Hardie Australia Pty Limited re acquisition
of shares of James Hardie Fibre Cement Pty Limited(3)
2.2 Share Acquisition Agreement, dated October 28, 1998, between
JHIL and James Hardie Australia Pty Limited re acquisition
of shares of James Hardie Windows (Holdings) Pty Limited and
James Hardie Building Systems (Holdings) Pty Limited(3)
2.3 Share Sale and Purchase Agreement, dated October 23, 1998,
between RCI Pty Limited, James Hardie N.V. and JHIL re
acquisition of shares of PT James Hardie Indonesia(3)
2.4 Share Acquisition Agreement, dated October 23, 1998, among
RCI Pty Limited, James Hardie N.V. and JHIL re acquisition
of shares of James Hardie Philippines Inc.(3)
2.5 Share Acquisition Agreement, dated October 22, 1998, among
James Hardie N.V., RCI Malta Investments Limited and JHIL re
acquisition of shares of James Hardie Research (Holdings)
Pty Limited(3)
2.6 Share Contribution Agreement, dated October 22, 1998, among
James Hardie N.V., RCI Malta Investments Limited and JHIL re
acquisition of shares of James Hardie (Holdings) Inc.(3)
2.7 Business Acquisition Agreement, dated October 28, 1998,
among James Hardie & Coy Pty Limited, James Hardie Australia
Pty Limited and JHIL(3)
2.8 Business Acquisition, dated October 28, 1998, Agreement
among James Hardie & Coy Pty Limited, James Hardie US
Investments Carson Inc. and JHIL(3)
2.9 Business Acquisition Agreement, dated October 28, 1998,
among James Hardie US Investments Carson Inc., James Hardie
Australia Pty Limited and JHIL(3)
2.10 Agreement for Sale and Purchase of Business, dated November
2, 1998, among James Hardie Building Products Limited, James
Hardie New Zealand Limited and JHIL(3)
3.1 Amended and Restated Articles of Association of James Hardie
N.V.(4)
4.1 Form of Common Stock Certificate of James Hardie N.V.(1)
5.1 Opinion of De Brauw Blackstone Westbroek N.V.(3)
8.1 Opinion of PricewaterhouseCoopers N.V. as to certain tax
matters(3)
8.2 Opinion of Gibson, Dunn & Crutcher LLP as to certain tax
matters(1)
10.1 Registration Rights Agreement between James Hardie N.V. and
JHIL(1)
10.2 1999 Equity Incentive Plan(1)
10.3 Employment Agreement, dated January 1, 1999, between James
Hardie Inc. and Dr. Keith Barton(4)
10.4 Employment Agreement between James Hardie N.V. and Dr. Keith
Barton(4)
10.5 Employment Agreement, dated September 1, 1998, between James
Hardie Inc. and Peter Macdonald(4)
10.6 Form of Joint and Several Indemnity Agreement among James
Hardie N.V., James Hardie (USA) Inc. and certain indemnitees
thereto(1)
</TABLE>

II-2
<PAGE> 153

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
10.7 Form of Deed of Access to Documents, Indemnity and Insurance
among James Hardie N.V. and certain indemnitees thereto
10.8 Reimbursement Agreement between James Hardie N.V. and
JHIL(1)
10.9 Gypsum Supply Agreement, dated January 1, 1995, between
Oxbow Carbon & Minerals, Inc. and James Hardie Gypsum
(Washington), Inc.(5)
10.10 Paperboard Supply Agreement, dated May 14, 1998, among
Republic Paperboard Company, Republic Group Incorporated and
James Hardie Gypsum, Inc.(5)
10.11 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at Cnr Cobalt & Silica Street,
Carole Park, Queensland, Australia(3)
10.12 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at 46 Randle Road, Meeandah,
Queensland, Australia(3)
10.13 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at Cnr Colquhoun & Devon Streets,
Rosehill, New South Wales, Australia(3)
10.14 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at 1 Grand Avenue, Camellia, New
South Wales, Australia(3)
10.15 Lease Agreement, dated November 6, 1998, among James Hardie
& Coy Pty Limited, JHIL and James Hardie Australia Pty
Limited re premises at Rutland, Avenue, Welshpool, Western
Australia, Australia(3)
10.16 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, JHIL and James Hardie New
Zealand Limited re premises at Cnr O'Rorke & Station Roads,
Penrose, Auckland, New Zealand(3)
10.17 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, JHIL and James Hardie New
Zealand Limited re premises at 44-74 O'Rorke Road, Penrose,
Auckland, New Zealand(3)
10.18 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, James Hardie New Zealand
Limited and JHIL re premises at State Highway 16, Kumeu, New
Zealand(3)
10.19 James Hardie N.V. 1999 Independent Directors Deferred
Compensation Plan(4)
21.1 List of Subsidiaries of James Hardie N.V.
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers N.V. (included in Exhibit
8.1)(3)
23.3 Consent of De Brauw Blackstone Westbroek N.V. (included in
Exhibit 5.1)(3)
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
8.2)(1)
23.5 Consent of Allen Allen & Hemsley(2)
24.1 Powers of Attorney(1)
99.1 Consent of Michael Gillfillan(1)
99.2 Consent of Martin Koffel(1)
99.3 Consent of Roger Siboni(1)
</TABLE>

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

(1) Previously filed with this Registration Statement on September 17, 1998.

(2) Previously filed with this Registration Statement on October 15, 1998.

(3) Previously filed with this Registration Statement on November 27, 1998.

(4) To be subsequently filed in paper format by amendment.

II-3
<PAGE> 154

(5) Certain portions of the exhibit have been omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange
Commission.

(b) FINANCIAL STATEMENTS SCHEDULES.

Not Applicable.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be decreed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 155

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-1 and has duly caused this Amendment
No. 3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irvine, State of California, on the 8th day of February, 1999.

JAMES HARDIE N.V.,
a company incorporated under the laws
of The Netherlands

By: *
------------------------------------
Keith Barton
President, Chief Executive Officer
and Chairman of the Board of
Directors and the Managing Board**

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 has been signed by the following persons in the capacities
indicated on the 8th day of February, 1999.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* President, Chief Executive Officer and
- -------------------------------------------------------- Chairman of the Board of Directors and the
Keith Barton Managing Board (Principal Executive
Officer)**

* Chief Financial Officer and Member of the
- -------------------------------------------------------- Board of Directors and the Managing Board
Phillip Morley (Principal Financial Officer and Principal
Accounting Officer)**

* Member of the Board of Directors and the
- -------------------------------------------------------- Supervisory Board**
Alan McGregor

* Member of the Board of Directors and the
- -------------------------------------------------------- Supervisory Board**
Peter Willcox

* Member of the Managing Board
- --------------------------------------------------------
Donald Cameron

/s/ PETER MACDONALD Authorized Representative in the United
- -------------------------------------------------------- States
Peter Macdonald
</TABLE>
<PAGE> 156

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

* By: /s/ PETER MACDONALD
-------------------------
Peter Macdonald
Attorney-in-fact

** Messrs. Barton, Morley, McGregor and Cameron are currently members of, and
constitute a majority of, the Managing Board of the Registrant. Mr. Gunther
A.R. Warris, the only other current member of the Managing Board, has
tendered his resignation from the Managing Board, such resignation to become
effective on the date that this Registration Statement is declared effective
(the "Effective Date"). Pursuant to resolutions adopted prior to the date
hereof by the Managing Board and the General Meeting of Shareholders of the
Registrant: (a) the Articles of Association have been amended to create the
Supervisory Board and the Board of Directors; (b) Messrs. Barton, Morley and
McGregor have been appointed to the additional positions indicated; (c) Mr.
McGregor will cease to be a member of the Managing Board; and (d) Mr. Willcox
has been appointed to the positions indicated, effective, in each case, as of
the Effective Date. In addition, on or shortly after the Effective Date,
Messrs. Gillfillan, Koffel and Siboni will be added to the Board of Directors
and the Supervisory Board. All persons who have signed this Registration
Statement have been specifically authorized to do so by the Managing Board
and the General Meeting of Shareholders of the Registrant.

<PAGE> 157

EXHIBIT INDEX

<PAGE> 158

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
10.12 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at 46 Randle Road, Meeandah,
Queensland, Australia(3)
10.13 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at Cnr Colquhoun & Devon Streets,
Rosehill, New South Wales, Australia(3)
10.14 Lease Agreement, effective November 1, 1998, among James
Hardie & Coy Pty Limited, JHIL and James Hardie Australia
Pty Limited re premises at 1 Grand Avenue, Camellia, New
South Wales, Australia(3)
10.15 Lease Agreement, dated November 6, 1998, among James Hardie
& Coy Pty Limited, JHIL and James Hardie Australia Pty
Limited re premises at Rutland, Avenue, Welshpool, Western
Australia, Australia(3)
10.16 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, JHIL and James Hardie New
Zealand Limited re premises at Cnr O'Rorke & Station Roads,
Penrose, Auckland, New Zealand(3)
10.17 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, JHIL and James Hardie New
Zealand Limited re premises at 44-74 O'Rorke Road, Penrose,
Auckland, New Zealand(3)
10.18 Lease Agreement, effective November 1, 1998, among James
Hardie Building Products Limited, James Hardie New Zealand
Limited and JHIL re premises at State Highway 16, Kumeu, New
Zealand(3)
10.19 James Hardie N.V. 1999 Independent Directors Deferred
Compensation Plan(4)
21.1 List of Subsidiaries of James Hardie N.V.
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of PricewaterhouseCoopers N.V. (included in Exhibit
8.1)(3)
23.3 Consent of De Brauw Blackstone Westbroek N.V. (included in
Exhibit 5.1)(3)
23.4 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
8.2)(1)
23.5 Consent of Allen Allen & Hemsley(2)
24.1 Powers of Attorney(1)
99.1 Consent of Michael Gillfillan(1)
99.2 Consent of Martin Koffel(1)
99.3 Consent of Roger Siboni(1)
</TABLE>

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

(1) Previously filed with this Registration Statement on September 17, 1998.

(2) Previously filed with this Registration Statement on October 15, 1998.

(3) Previously filed with this Registration Statement on November 27, 1998.

(4) To be subsequently filed in paper format by amendment.

(5) Certain portions of the exhibit have been omitted pursuant to a confidential
treatment request filed separately with the Securities and Exchange
Commission.

<PAGE> 1

EXHIBIT 1.1

__________ Shares
James Hardie N.V.
Common Stock
(nominal value ____ NLG per share)

UNDERWRITING AGREEMENT

____________, 1998

<PAGE> 2

FORM OF UNDERWRITING AGREEMENT

__________, 1999

WARBURG DILLON READ LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Managing U.S. Underwriters
c/o WARBURG DILLON READ LLC
299 Park Avenue
New York, New York 10171-0026

UBS AG, acting through its division Warburg Dillon Read
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
MERRILL LYNCH INTERNATIONAL
as Managing International Underwriters
c/o UBS AG, acting through its division Warburg Dillon Read
299 Park Avenue
New York, New York 10171-0026

Dear Sirs:

James Hardie Industries Ltd., an Australian corporation (the "SELLING
SHAREHOLDER"), proposes to sell to several Underwriters (as defined below) an
aggregate of _______ shares (the "FIRM SHARES") of common stock (nominal value
________ NLG per share) (the "COMMON STOCK") of James Hardie N.V., a Netherlands
corporation (the "COMPANY").

It is understood that, subject to the conditions hereinafter stated,
________ Firm Shares (the "U.S. FIRM SHARES") will be sold to the several U.S.
Underwriters named in Schedule A hereto (the "U.S. UNDERWRITERS") in connection
with the offering and sale of such U.S. Firm Shares in the United States and
Canada to United States and Canadian Persons (as such terms are defined in the
Agreement Between Underwriters of even date herewith), and ________ Firm Shares
(the "INTERNATIONAL SHARES") will be sold to the several International
Underwriters named in Schedule B hereto (the "INTERNATIONAL UNDERWRITERS") in
connection with the offering and sale of such International Shares outside of
the United States and Canada to persons other than United States and Canadian
Persons. Warburg Dillon Read LLC, Credit Suisse First Boston Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated shall act as representatives
(the "MANAGING U.S. UNDERWRITERS") of the several U.S. Underwriters, and UBS AG
("UBS AG"), acting though its division Warburg

1
<PAGE> 3

Dillon Read, Credit Suisse First Boston (Europe) Limited and Merrill Lynch
International shall act as representatives (the "MANAGING INTERNATIONAL
UNDERWRITERS" and, together with the Managing U.S. Underwriters, the "MANAGING
UNDERWRITERS") of the several International Underwriters. The U.S. Underwriters
and the International Underwriters are hereinafter collectively referred to as
the "UNDERWRITERS".

In addition, solely for the purpose of covering over-allotments, the
Selling Shareholder proposes to grant to the several U.S. Underwriters the
option to purchase from the Selling Shareholder up to an additional __________
shares of Common Stock (the "ADDITIONAL SHARES"). The Firm Shares and the
Additional Shares are hereinafter collectively sometimes referred to as the
"SHARES". The Shares are described in the Prospectus which is referred to below.

It is understood that on the Closing Date (as defined herein),
following the consummation of the Reorganization (as such term is defined in the
Prospectus), the Company will be a wholly-owned subsidiary of the Selling
Shareholder. In connection with the Reorganization and pursuant to the Purchase
Agreements among the Selling Shareholder, certain of its subsidiaries, the
Company and certain of its subsidiaries dated as of ___________, 1998 (the
"PURCHASE AGREEMENTS"), the Selling Shareholder and certain of its subsidiaries
will transfer to the Company and certain of its subsidiaries its fiber cement,
gypsum wallboard, building systems and windows businesses (collectively, the
"TRANSFERRED BUSINESSES") and will retain its other non-core businesses and
certain specified liabilities, including its asbestos liabilities and
liabilities assumed in connection with the sale of certain former lines of
business (collectively, the "RETAINED LIABILITIES"). Also, in connection with
the Reorganization, pursuant to the Lease Agreements among the Company and
certain of it subsidiaries and the Selling Shareholder and certain of its
subsidiaries dated as of _________, 1998 (the "LEASE AGREEMENTS"), the Selling
Shareholder and certain of its subsidiaries will lease certain of their
properties to the Company and certain of its subsidiaries. Pursuant to the
Purchase Agreements and the Lease Agreements, the Selling Shareholder and
certain of its subsidiaries will indemnify the Company and certain of its
subsidiaries for certain liabilities arising out of the operations of the
Selling Shareholder, its subsidiaries or any other entities in which any of them
hold or held any ownership interest prior to the Reorganization (the
"INDEMNITY"). Concurrent with the issuance of the Firm Shares, the Company and
the Selling Shareholder will enter into a Reimbursement Agreement (the
"REIMBURSEMENT AGREEMENT"). Additionally, pursuant to the Reorganization, the
Company will form a Dutch wholly-owned international finance service center
subsidiary (the "DFSC") which will complete a private placement of unsecured
senior debt to institutional investors (the "NOTES") and enter into a new bank
term loan and revolving credit facility (the "BANK FACILITIES" and, together
with the

2
<PAGE> 4

Notes, the "DEBT REFINANCING"), both of which will close concurrently with the
closing hereunder.

Additionally, the Company and the Selling Shareholder will enter into a
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") concurrently
with the sale of the Shares. Pursuant to the Registration Rights Agreement,
under the circumstances and the terms set forth therein, the Company will agree
to file with the Securities and Exchange Commission (the "COMMISSION") a
registration statement to register the unregistered shares of the Company held
by the Selling Shareholder.

The closing of the Shares offered hereunder is contingent upon the
consummation of the Reorganization. This Agreement, the Purchase Agreements, the
Lease Agreements, the Reimbursement Agreement, the Registration Rights Agreement
and the Debt Refinancing are hereinafter referred to collectively as the
"OPERATIVE DOCUMENTS". The Company, the Selling Shareholder and each of their
subsidiaries which are party to any of the Operative Documents are hereinafter
referred to collectively as the "JH PARTIES."

The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively called the "ACT"), with the Commission a registration statement on
Form F-1, including a prospectus, relating to the Shares. The Company has
furnished to you, for use by the Underwriters and by dealers, copies of one or
more preliminary prospectuses (each thereof being herein called a "PRELIMINARY
PROSPECTUS") relating to the Shares. The term "Preliminary Prospectus" shall
refer to both the U.S. preliminary prospectus (the "U.S. PRELIMINARY
PROSPECTUS") to be used in connection with the offering and sale of the U.S.
Firm Shares in the United States and Canada to United States and Canadian
Persons and the international preliminary prospectus (the "INTERNATIONAL
PRELIMINARY PROSPECTUS") to be used in connection with the offering and sale of
the International Firm Shares outside the United States and Canada to persons
other than United States and Canadian Persons. Except where the context
otherwise requires, the registration statement, as amended when it becomes
effective, including all documents filed as a part thereof, and including any
information contained in a prospectus subsequently filed with the Commission
pursuant to Rule 424(b) under the Act and deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430(A) under the Act and
also including any registration statement filed pursuant to Rule 462(b) under
the Act, is herein called the "REGISTRATION STATEMENT", and the prospectus, in
the form filed by the Company with the Commission pursuant to Rule 424(b) under
the Act on or before the second business day after the date hereof (or such
earlier time as may be required under the Act) or, if no such filing is
required, the form of final prospectus included in the Registration Statement at

3
<PAGE> 5

the time it became effective, is herein called the "PROSPECTUS". The term
"PROSPECTUS" shall refer to both the U.S. prospectus (the "U.S. PROSPECTUS") to
be used in connection with the offering and sale of the U.S. Firm Shares in the
United States and Canada to United States and Canadian Persons and the
international prospectus (the "INTERNATIONAL PROSPECTUS") to be used in
connection with the offering and sale of the International Shares outside the
United States and Canada to persons other than United States and Canadian
Persons.

The Company, the Selling Shareholder and the Underwriters agree as
follows:

1. Sale and Purchase. Upon the basis of the warranties and
representations and the other terms and conditions herein set forth, the Selling
Shareholder agrees to sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Selling
Shareholder the respective number of Firm Shares (subject to such adjustment as
you may determine to avoid fractional shares) which bears the same proportion to
the number of Firm Shares to be sold by the Selling Shareholder as the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule A or B
hereto bears to the total number of Firm Shares to be sold by the Selling
Shareholder at a purchase price of $_____ per Share. The Selling Shareholder is
advised by you that the Underwriters intend (i) to make a public offering of
their respective portions of the Firm Shares as soon after the effective date of
the Registration Statement as in your judgment is advisable and (ii) initially
to offer the Firm Shares upon the terms set forth in the Prospectus. You may
from time to time increase or decrease the public offering price after the
initial public offering to such extent as you may determine.

In addition, the Selling Shareholder hereby grants to the several U.S.
Underwriters the option to purchase, and upon the basis of the warranties and
representations and subject to the terms and conditions herein set forth, the
U.S. Underwriters shall have the right to purchase, severally and not jointly,
from the Selling Shareholder, ratably in accordance with the number of Firm
Shares to be purchased by each of them, all or a portion of the Additional
Shares as may be necessary to cover over-allotments made in connection with the
offering of the Firm Shares, at the same purchase price per share to be paid by
the Underwriters to the Selling Shareholder for the Firm Shares. This option may
be exercised by you on behalf of the several Underwriters at any time (but not
more than once) on or before the thirtieth day following the date hereof, by
written notice to the Selling Shareholder. Such notice shall set forth the
aggregate number of Additional Shares as to which the option is being exercised,
and the date and time when the Additional Shares are to be delivered (such date
and time being herein

4
<PAGE> 6
referred to as the "ADDITIONAL TIME OF PURCHASE"); provided, however, that the
additional time of purchase shall not be earlier than the time of purchase (as
defined below) nor earlier than the second business day(1) after the date on
which the option shall have been exercised nor later than the tenth business day
after the date on which the option shall have been exercised. The number of
Additional Shares to be sold to each U.S. Underwriter shall be the number which
bears the same proportion to the aggregate number of Additional Shares being
purchased as the number of Firm Shares set forth opposite the name of such U.S.
Underwriter on Schedule A hereto bears to the total number of U.S. Firm Shares
(subject, in each case, to such adjustment as you may determine to eliminate
fractional shares).

2. Payment and Delivery. Payment of the purchase price for the Firm
Shares shall be made to the Selling Shareholder by Federal Funds wire transfer,
against delivery of the certificates for the Firm Shares to you through the
facilities of the Depository Trust Company (DTC) for the respective accounts of
the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New
York City time, on __________, 1998 (unless another time shall be agreed to by
you, the Company and the Selling Shareholder or unless postponed in accordance
with the provisions of Section 10 hereof). The time at which such payment and
delivery are actually made is hereinafter sometimes called the "TIME OF
PURCHASE." Certificates for the Firm Shares shall be delivered to you in
definitive form in such names and in such denominations as you shall specify on
the second business day preceding the time of purchase. For the purpose of
expediting the checking of the certificates for the Firm Shares by you, the
Company agrees to make such certificates available to you for such purpose at
least one full business day preceding the time of purchase.

Payment of the purchase price for the Additional Shares shall be made
at the additional time of purchase in the same manner and at the same office as
the payment for the Firm Shares. Certificates for the Additional Shares shall be
delivered to you in definitive form in such names and in such denominations as
you shall specify no later than the second business day preceding the additional
time of purchase. For the purpose of expediting the checking of the certificates
for the Additional Shares by the U.S. Managing Underwriters, the Company agrees
to make such certificates available to the Managing U.S. Underwriters for such
purpose at least one full business day preceding the additional time of
purchase.

- --------
(1) As used herein "business day" shall mean a day on which the
New York Stock Exchange is open for trading.

5
<PAGE> 7

3. Representations and Warranties of the Company and of the Selling
Shareholder. The Company and the Selling Shareholder, jointly and severally,
represent and warrant to each of the Underwriters that:

(a) the Company has not received, and has no notice of, any
order of the Commission preventing or suspending the use of any
Preliminary Prospectus, or instituting proceedings for that purpose,
and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Act; and
when the Registration Statement became effective, the Registration
Statement and the Prospectus fully complied in all material respects
with the provisions of the Act, and the Registration Statement did not
contain an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Prospectus did not contain
an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
have been so described or filed; provided, however, that each of the
Company and the Selling Shareholder makes no warranty or representation
with respect to any statement contained in the Registration Statement
or the Prospectus in reliance upon and in conformity with information
concerning the Underwriters and furnished in writing by or on behalf of
any Underwriter through you to the Company expressly for use in the
Registration Statement or the Prospectus; and the Company has not
distributed any offering material in connection with the offering or
sale of the Shares other than the Registration Statement, the
Preliminary Prospectus, the Prospectus or any other materials, if any,
permitted by the Act;

(b) as of the date of this Agreement, the Company has an
authorized capitalization as set forth under the heading entitled
"Actual" in the section of the Registration Statement and the
Prospectus entitled "Capitalization" and, as of the time of purchase
and the additional time of purchase, as the case may be, the Company
shall have an authorized capitalization as set forth under the heading
entitled "As Adjusted" in the section of the Registration Statement and
the Prospectus entitled "Capitalization"; all of the issued and
outstanding shares of capital stock including the Common Stock have
been duly and validly authorized and issued and are fully paid and
non-assessable have been issued in compliance with all federal and
state securities laws and were not issued in

6
<PAGE> 8

violation of any preemptive right, resale right, right of first refusal
or similar right;

(c) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of The
Netherlands, with full corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Registration Statement;

(d) the Company is duly qualified to do business as a foreign
corporation in good standing in each jurisdiction where the ownership
or leasing of its properties or the conduct of its business requires
such qualification, except where the failure to so qualify would not
have a material adverse effect on the business, properties, financial
condition or results of operation of the Company and its Subsidiaries
(as hereinafter defined) taken as a whole (a "MATERIAL ADVERSE
EFFECT"). The Company has no subsidiaries (as defined in the Rules and
Regulations) other than the subsidiaries listed on Schedule C hereto
(collectively, the "SUBSIDIARIES"); other than the Subsidiaries, the
Company does not own, directly or indirectly, any shares of stock or
any other equity or long-term debt securities of any corporation or
have any equity interest in any firm, partnership, joint venture,
association or other entity; complete and correct copies of the
articles of association or certificates of incorporation, as the case
may be, and of the bylaws of the Company and the Subsidiaries and all
amendments thereto have been delivered to you, and except as set forth
in the exhibits to the Registration Statement no changes therein will
be made subsequent to the date hereof and prior to the time of purchase
or, if later, the additional time of purchase; each Subsidiary has been
duly incorporated (or organized, in the case of a trust) and is validly
existing as a corporation (or trust, as the case may be) in good
standing under the laws of the jurisdiction of its incorporation (or
organization, in the case of a trust), with full power and authority of
a corporation (or trust, as the case may be) to own, lease and operate
its properties and to conduct its business as described in the
Registration Statement; each Subsidiary is duly qualified to do
business as a foreign corporation (or trust, as the case may be) in
good standing in each jurisdiction where the ownership or leasing of
the properties or the conduct of its business requires such
qualification, except where the failure to so qualify would not have a
Material Adverse Effect; all of the outstanding shares of capital stock
(or ownership interest, in the case of a trust) of each of the
Subsidiaries have been duly authorized and validly issued, are fully
paid and non-assessable and (except as otherwise described in this
Section 3(d)) are owned by the Company subject to no security interest,
other encumbrance or adverse claims; no

7
<PAGE> 9

options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligation into
shares of capital stock or ownership interests in the Subsidiaries are
outstanding;

(e) the Company and each of its Subsidiaries are duly qualified
or licensed by and are in good standing in each jurisdiction in which
they conduct their respective businesses and in which the failure,
individually or in the aggregate, to be so licensed or qualified could
have a Material Adverse Effect; and the Company and each of its
Subsidiaries are in compliance in all material respects with the laws,
orders, rules, regulations and directives issued or administered by
such jurisdictions;

(f) neither the Company nor any of its Subsidiaries is in breach
of, or in default under (nor has any event occurred which with notice,
lapse of time, or both would result in any breach of, or constitute a
default under), its respective charter, articles of association or
organizational document, as the case may be, or by-laws or in the
performance or observance of any obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, bank
loan or credit agreement or other evidence of indebtedness, or any
lease, contract or other agreement or instrument to which the Company
or any of its Subsidiaries is a party or by which any of them or any of
their properties is bound, and the execution, delivery and performance
of this Agreement and each other Operative Document by the Company and
each of its Subsidiaries which it is a party thereto and compliance by
each such party with all the provisions thereof, the consummation by
them of the transactions contemplated hereby and thereby and the
consummation by them of the Reorganization will not conflict with, or
result in any breach of or constitute a default under (nor constitute
any event which with notice, lapse of time, or both would result in any
breach of, or constitute a default under), any provisions of the
charter, articles of association or organizational document, as the
case may be, or by-laws, of the Company or any of its Subsidiaries or
under any provision of any license, indenture, mortgage, deed of trust,
bank loan or credit agreement, or other evidence of indebtedness, or
any lease, contract or other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which any of them
or their respective properties may be bound or affected, or under any
federal, state, local or foreign law, regulation or rule or any decree,
judgment or order applicable to the Company or any of its Subsidiaries;

(g) this Agreement and each of the Operative Documents have been
duly and validly authorized, executed and delivered by the Company and
each of its Subsidiaries which is a party thereto, and are legal, valid

8
<PAGE> 10

and binding agreements of the Company and such Subsidiaries, as the
case may be, enforceable in accordance with their terms;

(h) the Company and its Subsidiaries, as applicable, have all
requisite corporate power and authority to execute, deliver and perform
its respective obligations under this Agreement and the other Operative
Documents and to consummate the Reorganization including, but not
limited to, the purchase of the Transferred Businesses and the Debt
Refinancing;

(i) the Reorganization has been duly and validly authorized by
all requisite corporate action on the part of the Company and each of
its Subsidiaries;

(j) the capital stock of the Company, including the Shares,
conforms in all material respects to the description thereof contained
in the Registration Statement and Prospectus and the certificates for
the Shares are in due and proper form and the holders of the Shares
will not be subject to personal liability by reason of being such
holders;

(k) the Shares have been duly and validly authorized and, when
delivered against payment therefor as provided herein, will be duly and
validly issued and fully paid and non-assessable;

(l) no approval, authorization, consent or order of or filing
with any national, state or local governmental or regulatory
commission, board, body, authority or agency is required in connection
with the execution, delivery and performance of the Operative Documents
by the Company and each of its Subsidiaries party thereto and
compliance by the Company and such Subsidiaries with all the provisions
thereof, the consummation by the Company of the transactions
contemplated thereby, the consummation by the Company and its
Subsidiaries of the Reorganization and the transactions contemplated
thereby and the sale of the Shares as contemplated hereby other than
registration of the Shares under the Act; any necessary qualification
under the securities or blue sky laws of the various jurisdictions in
which the Shares are being offered by the Underwriters, the rules and
regulations of the National Association of Securities Dealers, Inc.
("NASD") or such as may be required by the securities laws of any
jurisdiction outside the United States of America, The Netherlands and
Australia;

(m) no person has the right, contractual or otherwise, to cause
the Company to issue to it, or register pursuant to the Act, any shares
of

9
<PAGE> 11

capital stock of the Company upon the sale of the Shares to the
Underwriters hereunder, nor does any person have preemptive rights, co-
sale rights, rights of first refusal or other rights to purchase any of
the Shares [other than those that have been expressly waived prior to
the date hereof];

(n) PricewaterhouseCoopers LLP, whose report on the consolidated
financial statements of the James Hardie Businesses (as such term is
defined in the Registration Statement) is filed with the Commission as
part of the Registration Statement and Prospectus, are independent
public accountants as required by the Act and the applicable published
rules and regulations thereunder;

(o) the pro forma financial statements of the Company, and the
related notes thereto, included in the Prospectus present fairly in all
material respects the pro forma financial position of the Company, as
of the dates indicated and the results of their operations for the
periods specified; the pro forma combined financial information, and
the related notes thereto, included in the Prospectus has been prepared
in accordance with the applicable requirements of the Exchange Act and
is based upon good faith estimates and assumptions believed by the
Company to be reasonable;

(p) each of the Company and its Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign
law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other persons, in order to conduct its
respective business; neither the Company nor any of its Subsidiaries is
in violation of, or in default under, any such license, authorization,
consent or approval or any federal, state, local or foreign law,
regulation or rule or any decree, order or judgment applicable to the
Company or any of its Subsidiaries the effect of which could have a
Material Adverse Effect;

(q) the Company and its Subsidiaries own or possess, or can
acquire on reasonable terms, all material patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and
trade names currently employed by them in connection with the business
now operated by them, and neither the Company nor any of its
Subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, if the

10
<PAGE> 12

subject of an unfavorable decision, ruling or finding, would result in
any material adverse change in the condition, financial or otherwise,
or in the earnings, business or operations of the Company and its
Subsidiaries, taken as a whole;

(r) all legal or governmental proceedings, contracts, leases or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement have been so described or filed as required;

(s) there are no actions, suits, claims, investigations or
proceedings pending or threatened against the Company or any of its
Subsidiaries or any of their respective officers is a party or of which
any of their respective properties is subject at law or in equity, or
before or by any federal, state, local or foreign governmental or
regulatory commission, board, body, authority or agency which could
result in a judgment, decree or order having a Material Adverse Effect
or prevent consummation of the transactions contemplated hereby;

(t) the audited financial statements included in the
Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its Subsidiaries as
of the dates indicated and the consolidated results of operations and
cash flows and changes in financial position of the Company and its
Subsidiaries for the periods specified; such financial statements have
been prepared in conformity with generally accepted accounting
principles applied on a consistent basis during the periods involved
and with respect to those Subsidiaries incorporated outside of the
United States, in conformity with any and all regulatory requirements
applicable to each such Subsidiary in its respective relevant
jurisdictions;

(u) the Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only
in accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken
with respect to any differences;

11
<PAGE> 13

(v) the Company and its Subsidiaries have filed all federal,
state, local and foreign tax returns which have been required to be
filed and have paid all taxes shown thereon and all assessments
received by them or any of them to the extent that such taxes have
become due and are not being contested in good faith; and there is no
tax deficiency which has been or might reasonably be expected to be
asserted or threatened against the Company or any Subsidiary except
such asserted or threatened deficiencies that would not reasonably be
expected to have a Material Adverse Effect;

(w) subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has
not been (i) any material adverse change or any development which, in
the Company's reasonable judgment, is likely to cause a material
adverse change in the business, properties or assets described or
referred to in the Registration Statement, or the results of
operations, condition (financial or otherwise), business or operations,
of the Company or its Subsidiaries, taken as a whole, (ii) any
transaction, which is material to the Company or its Subsidiaries,
except transactions in the ordinary course of business, (iii) any
obligation, direct or contingent, which is material to the Company and
its Subsidiaries taken as a whole incurred by the Company or its
Subsidiaries, except obligations incurred in the ordinary course of
business, (iv) any change in the capital stock or outstanding
indebtedness of the Company or its Subsidiaries or (v) any dividend or
distribution of any kind declared, paid or made on the capital stock of
the Company. Neither the Company nor its Subsidiaries has any material
contingent obligation which is not disclosed in the Registration
Statement;

(x) the Company has obtained the agreement of the Selling
Shareholder and of each of its directors and officers not to sell,
offer or agree to sell, contract to sell, hypothecate, grant any option
to sell or otherwise dispose of, directly or indirectly, any shares of
Common Stock of the Company or securities convertible into or
exchangeable or exercisable for Common Stock or warrants or other
rights to purchase Common Stock or any securities of the Company that
are substantially similar to the Common Stock for a period of 180 days
after the date of the Prospectus without Warburg Dillon Read LLC's [and
UBS AG's] prior written consent;

(y) the Company is not and, after giving effect to the offering
and sale of the Shares, will not be an "investment company" or an
entity "controlled" by an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended (the
"INVESTMENT COMPANY ACT");

12
<PAGE> 14

(z) the Company and its subsidiaries are in compliance with any
and all applicable foreign, federal, state and local laws (including
common law) and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("ENVIRONMENTAL LAWS"), have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and are in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a
Material Adverse Effect; and

(aa) there are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval,
any related constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate,
have a Material Adverse Effect.

4. Representations and Warranties of the Selling Shareholder. The
Selling Shareholder, severally and not jointly, represents and warrants to each
Underwriter that:

(a) the Selling Shareholder now is and at the time of delivery
of the Shares (whether the time of purchase or additional time of
purchase, as the case may be) will be, the lawful owner of the Shares
and has and, at the time of delivery thereof, will have valid and
marketable title to the Shares, and upon delivery of and payment for
the Shares (whether at the time of purchase or the additional time of
purchase, as the case may be), the Underwriters will acquire valid and
marketable title to the Shares free and clear of any claim, lien,
encumbrance, security interest, community property right, restriction
on transfer or other defect in title;

(b) the Selling Shareholder has and at the time of delivery of
the Shares (whether the time of purchase or additional time of
purchase, as the case may be) will have, full legal right, power and
capacity, and any approval required by law (other than those imposed by
the Act and the securities or blue sky laws of certain jurisdictions),
to sell, assign, transfer and deliver the Shares in the manner provided
in this Agreement;

13
<PAGE> 15

(c) each of the Operative Documents has been duly executed and
delivered by the Selling Shareholder and each of its subsidiaries party
thereto, and each is a legal, valid and binding agreement of the
Selling Shareholder and each of its subsidiaries party thereto,
enforceable in accordance with its terms;

(d) (i) each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iii) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

(e) there are no material agreements or arrangements relating to
the Company or its subsidiaries to which the Selling Shareholder, or to
the best of its knowledge, to which any direct or indirect shareholder
of the Selling Shareholder is a party, which are required to be
described in the Registration Statement or the Prospectus or to be
filed as exhibits thereto that are not so described or filed;

(f) each of the Reorganization, this Agreement and each of the
other Operative Documents to which the Selling Shareholder is a party
has been duly authorized by all requisite corporate action on the part
of the Selling Shareholder; and

(g) upon consummation of the Reorganization (including the sale
of the Shares), the present fair salable value of the assets of the
Selling Shareholder will exceed the amount that will be required to be
paid on or in respect of its existing debts and other liabilities
(including contingent liabilities and the Retained Liabilities) as they
become absolute and matured.

5. Certain Covenants of the Company. The Company hereby agrees:

14
<PAGE> 16

(a) to furnish such information as may be required and otherwise
to cooperate in qualifying the Shares for offering and sale under the
securities or blue sky laws of such states as you may designate and to
maintain such qualifications in effect so long as required for the
distribution of the Shares, provided that the Company shall not be
required to qualify as a foreign corporation or to consent to the
service of process under the laws of any such state (except service of
process with respect to the offering and sale of the Shares); and to
promptly advise you of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;

(b) to make available to the Underwriters in New York City, on
or prior to 5:00 p.m., New York time, on the business day following the
date that the Registration Statement becomes effective, and thereafter
from time to time to furnish to the Underwriters, as many copies of the
Prospectus (or of the Prospectus as amended or supplemented if the
Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Underwriters may
request for the purposes contemplated by the Act; in case any
Underwriter is required to deliver a prospectus within the nine-month
period referred to in Section 10(a)(3) of the Act in connection with
the sale of the Shares, the Company will prepare promptly upon request,
but at the expense of such Underwriter, such amendment or amendments to
the Registration Statement and such prospectuses as may be necessary to
permit compliance with the requirements of Section 10(a)(3) of the Act;

(c) to advise you promptly and (if requested by you) to confirm
such advice in writing, (i) when the Registration Statement has become
effective and when any post-effective amendment thereto becomes
effective and (ii) if Rule 430A under the Act is used, when the
Prospectus is filed with the Commission pursuant to Rule 424(b) under
the Act (which the Company agrees to file in a timely manner under such
Rules);

(d) to advise you promptly, confirming such advice in writing,
of any request by the Commission for amendments or supplements to the
Registration Statement or Prospectus or for additional information with
respect thereto, or of notice of institution of proceedings for, or the
entry of a stop order suspending the effectiveness of the Registration
Statement and, if the Commission should enter a stop order suspending
the effectiveness of the Registration Statement, to make every
reasonable effort to obtain the lifting or removal of such order as
soon as possible; to advise you promptly of any proposal to amend or
supplement the

15
<PAGE> 17

Registration Statement or Prospectus and to file no such amendment or
supplement to which you shall object in writing;

(e) to file promptly all reports and any definitive proxy or
information statement required to be filed by the Company with the
Commission in order to comply with the Exchange Act subsequent to the
date of the Prospectus and for so long as the delivery of a prospectus
is required in connection with the offering or sale of the shares, and
to promptly notify you of such filing;

(f) if necessary or appropriate, to file a registration
statement pursuant to Rule 462(b) under the Act;

(g) to furnish to you and, upon request, to each of the other
Underwriters for a period of five years from the date of this Agreement
(i) copies of any reports or other communications which the Company
shall send to its Shareholders or shall from time to time publish or
publicly disseminate, (ii) copies of all annual, quarterly and current
reports furnished or filed with the Commission on Forms 20-F and 6-K,
or such other similar form as may be designated by the Commission,
(iii) copies of documents or reports filed with any national securities
exchange on which any class of securities of the Company is listed, and
(iv) such other information as you may reasonably request regarding the
Company or its Subsidiaries, in each case as soon as such
communications, documents or information becomes available;

(h) to advise the Underwriters promptly of the happening of any
event known to the Company within the time during which a prospectus
relating to the Shares is required to be delivered under the Act which,
in the judgment of the Company, would require the making of any change
in the Prospectus then being used so that the Prospectus would not
include an untrue statement of material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading, and,
during such time, to prepare and furnish, at the Company's expense, to
the Underwriters promptly such amendments or supplements to such
Prospectus as may be necessary to reflect any such change and to
furnish you a copy of such proposed amendment or supplement before
filing any such amendment or supplement with the Commission;

(i) to make generally available to its security holders, and to
deliver to you, an earnings statement of the Company (which will
satisfy the provisions of Section 11(a) of the Act) covering a period
of twelve

16
<PAGE> 18

months beginning after the effective date of the Registration Statement
(as defined in Rule 158(c) of the Act) as soon as is reasonably
practicable after the termination of such twelve-month period but not
later than [December 31, 1999];

(j) to furnish to its shareholders as soon as practicable after
the end of each fiscal year an annual report including a balance sheet
and statements of income, shareholders' equity and of cash flow of the
Company for such fiscal year, accompanied by a copy of the certificate
or report thereon of nationally recognized independent certified public
accountants;

(k) to furnish to you four signed copies of the Registration
Statement, as initially filed with the Commission, and of all
amendments thereto (including all exhibits thereto and sufficient
conformed copies of the foregoing (other than exhibits) for
distribution of a copy to each of the other Underwriters;

(l) to furnish to you as early as practicable prior to the time
of purchase and the additional time of purchase, as the case may be,
but not later than two business days prior thereto, a copy of the
latest available unaudited interim consolidated financial statements,
if any, of the Company and its Subsidiaries which have been read by the
Company's independent certified public accountants, as stated in their
letter to be furnished pursuant to Section 8(c) of this Agreement;

(m) not to issue, sell, offer or agree to sell, contract to
sell, grant any option to sell or otherwise dispose of, directly or
indirectly, any shares of Common Stock or securities convertible into
or exchangeable, or exercisable for Common Stock or warrants or other
rights to purchase Common Stock or any other securities of the Company
that are substantially similar to Common Stock or permit the
registration under the Act of any shares of Common Stock, except for
the registration of the Shares and the sales to the Underwriters
pursuant to this Agreement and except for issuances of Common Stock
upon the exercise of outstanding options, warrants and debentures, for
a period of 180 days after the date hereof, without Warburg Dillon Read
LLC's [and UBS AG's] prior written consent;

(n) to use its best efforts to cause the Common Stock to be
listed on the New York Stock Exchange (the "NYSE"); and

17
<PAGE> 19

(o) the Company will use reasonable efforts to determine whether
it or any of its Subsidiaries is a "foreign personal holding company"
within the meaning of section 552 of the Internal Revenue Code of 1986,
as amended (the "CODE"), or any similar successor provision, with
respect to which undistributed foreign personal holding income within
the meaning of section 556 of the Code or any similar successor
provision ("UNDISTRIBUTED INCOME") will be included in the income of
any U.S. Shareholder, within the meaning of section 551(a) of the Code
or any similar successor provision, of the Company (a "U.S.
SHAREHOLDER") in any taxable year; if the Company determines that at
any time during any taxable year the Company or any of its Subsidiaries
is an FPHC with any Undistributed Income, then the Company will furnish
to each U.S. Shareholder (or its nominee) such information as may be
necessary or appropriate to calculate its pro rata share of
Undistributed Income for the taxable year and to satisfy its related
United States federal income tax reporting obligations.

6. Certain Covenants of the Selling Shareholder. The Selling
Shareholder hereby agrees as follows:

(a) the Selling Shareholder will pay all costs, expenses, fees
and taxes (other than any transfer taxes and fees and disbursements of
counsel for the Underwriters except as set forth under Section 6 hereof
and (iii) and (iv) below) in connection with (i) the preparation and
filing of the Registration Statement, each Preliminary Prospectus, the
Prospectus, and any amendments or supplements thereto, and the printing
and furnishing of copies of each thereof to the Underwriters and to
dealers (including costs of mailing and shipment), (ii) the
registration, issue, sale and delivery of the Shares by the Selling
Shareholder, (iii) the producing, word processing and/or printing of
this Agreement, any Agreement Among Underwriters, any dealer
agreements, any Power of Attorney and any closing documents (including
compilations thereof), any Statements of Information and the
reproduction and/or printing and furnishing of copies of each thereof
to the Underwriters and (except closing documents) to dealers
(including costs of mailing and shipment), (iv) the qualification of
the Shares for offering and sale under U.S. state laws and the
determination of their eligibility for investment under U.S. state law
as aforesaid (including the legal fees and filing fees and other
disbursements of counsel for the Underwriters) and the printing and
furnishing of copies of any blue sky surveys or legal investment
surveys to the Underwriters and to dealers, (v) any listing of the
Shares on any securities exchange or qualification of the Shares for
quotation on the NYSE and any registration thereof under the Exchange
Act, (vi) any filing for review of the public offering of the Shares by
the

18
<PAGE> 20

NASD, and (vii) the performance of the Company's and the Selling
Shareholder's other obligations hereunder;

(b) the Selling Shareholder will not sell, offer or agree to
sell, contract to sell, grant any option to sell or otherwise dispose
of, directly or indirectly, any shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock or
warrants or other rights to purchase Common Stock, or any other
securities of the Company that are substantially similar to Common
Stock or permit the registration under the Act of any shares of Common
Stock, except for the registration of the Shares and the sales to the
Underwriters pursuant to this Agreement, for a period of 180 days after
the date of the Prospectus without Warburg Dillon Read LLC's [and UBS
AG's] prior written consent;

(c) the Selling Shareholder will use its best efforts (i) to do
and perform all things required or necessary to be done and performed
under this Agreement by it prior to the time of purchase and at the
additional time of purchase, as the case may be, and (ii) to satisfy or
cause to be satisfied all conditions precedent on its part to the
delivery of the Shares; and

(d) the Selling Shareholder will use reasonable efforts to
prevent the Company and any of its Subsidiaries from becoming, for
United States federal income tax purposes, an FPHC, including without
limitation, to plan (in consultation with its U.S. tax counsel),
negotiate and execute any future sale, offer or agreement to sell,
contract to sell, grant of any option to sell or otherwise dispose of,
directly or indirectly, any shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock or
warrants or other rights to purchase Common Stock, or any other
securities of the Company that are substantially similar to Common
Stock in such a manner as to prevent more than 50% of either (i) the
total combined voting power of all classes of the voting stock, or of
(ii) the total value of the stock, of the Company from being actually
or constructively owned, directly or indirectly, by five or less
individual United States citizens or residents.

7. Reimbursement of Underwriters' Expenses. If the Shares are not
delivered for any reason other than the termination of this Agreement pursuant
to the first two paragraphs of Section 10 hereof or the default by one or more
of the Underwriters in its or their respective obligations hereunder, the
Selling Shareholder shall, in addition to paying the amounts described in
Section 6(a), reimburse the Underwriters for all of their out-of-pocket
expenses, including the fees and disbursements of their counsel.

19
<PAGE> 21

8. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company and the Selling Shareholder on the
date hereof and at the time of purchase (and the several obligations of the
Underwriters at the additional time of purchase are subject to the accuracy of
the representations and warranties on the part of the Company and the Selling
Shareholder on the date hereof and at the time of purchase (unless previously
waived) and at the additional time of purchase, as the case may be), the
performance by the Company and the Selling Shareholder of their obligations
hereunder and to the following additional conditions precedents:

(a) The Company and the Selling Shareholder shall furnish to you
at the time of purchase and at the additional time of purchase, as the
case may be, an opinion of Gibson, Dunn & Crutcher, LLP, counsel for
the Company and the Selling Shareholder, addressed to the Underwriters,
and dated the time of purchase or the additional time of purchase, as
the case may be, with reproduced copies for each of the other
Underwriters and in form satisfactory to Davis Polk & Wardwell, counsel
for the Underwriters, stating that:

(i) each of the Subsidiaries meeting that criteria in
the definition of "significant subsidiary" in Rule 1-02(w) of
Regulation S-X of the Act (each, a "SIGNIFICANT SUBSIDIARY")
which has been incorporated in the United States (the "U.S.
SIGNIFICANT SUBSIDIARIES") has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of its respective jurisdiction of incorporation with full
corporate power and authority to own, lease and operate its
respective properties and to conduct its respective business, as
described in the Registration Statement;

(ii) the Company and its U.S. Significant Subsidiaries
are duly qualified or licensed by each jurisdiction in which
they conduct their respective businesses and in which the
failure, individually or in the aggregate, to be so licensed or
qualified could have a Material Adverse Effect and the Company
and its U.S. Significant Subsidiaries are duly qualified, and
are in good standing, in each jurisdiction in which they own or
lease real property or maintain an office and in which such
qualification is necessary;

20
<PAGE> 22

(iii) assuming each of the Operative Documents has been
duly authorized, executed and delivered by each of the JH
Parties which is a party thereto under Netherlands, Australian
and New Zealand law, as applicable, each of the Operative
Documents has been duly authorized, executed and delivered by
each of the JH Parties which is a party thereto;

(iv) other than the Subsidiaries, the Company does not
own or control, directly or indirectly, any corporation,
association or other entity; each Significant Subsidiary is duly
qualified to do business as a foreign corporation in good
standing in each jurisdiction where the ownership or leasing of
the properties or the conduct of its business requires such
qualification, except where the failure to so qualify would not
have a Material Adverse Effect; all of the outstanding shares of
capital stock of each Significant Subsidiary has been duly
authorized and validly issued, are fully paid and non-assessable
and, except as otherwise stated in the Registration Statement,
are owned by the Company, in each case subject to no security
interest, other encumbrance or adverse claim; to the best of
such counsel's knowledge, no options, warrants or other rights
to purchase, agreements or other obligations to issue or other
rights to convert any obligation into shares of capital stock or
ownership interests in the Significant Subsidiaries are
outstanding;

(v) the capital stock of the Company, including the
Shares, conforms in all material respects to the description
thereof contained in the Registration Statement and Prospectus;

(vi) the Registration Statement and the Prospectus
(except as to the financial statements and schedules and other
financial and statistical data contained therein, as to which
such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act;

(vii) the Registration Statement has become effective
under the Act and, to the best of such counsel's knowledge, no
stop order proceedings with respect thereto are pending or
threatened under the Act and any required filing of the
Prospectus and any supplement thereto pursuant to Rule 424 under
the Act has been made in the manner and within the time period
required by such Rule 424;

21
<PAGE> 23

(viii) no approval, authorization, consent or order of
or filing with any United States federal, state, local or
foreign governmental or regulatory commission, board, body,
authority or agency is required in connection with the
consummation of the Reorganization by the JH Parties and the
issuance and sale of the Shares and the consummation by the
Company and the Selling Shareholder of the transactions as
contemplated hereby other than registration of the Shares under
the Act (except such counsel need express no opinion as to any
necessary qualification under the state securities or blue sky
laws of the various jurisdictions in which the Shares are being
offered by the Underwriters);

(ix) the execution, delivery and performance of each
Operative Document by each of JH Parties party thereto and the
consummation by each of the JH Parties of the transactions
contemplated hereby and thereby do not and will not conflict
with, or result in any breach of, or constitute a default under
(nor constitute any event which with notice, lapse of time, or
both, would result in any breach of, or constitute a breach of
or default under), any provisions of the charter (or articles of
association, in the case of the Company) or by-laws of the
Company, any of its Subsidiaries or the Selling Shareholder or
under any provision of any license, indenture, mortgage, deed of
trust, bank loan, credit agreement or other evidence of
indebtedness, or any lease, contract or other agreement or
instrument to which the Company, any of its Subsidiaries or the
Selling Shareholder is a party or by which any of them or their
respective properties may be bound or affected, or under any
U.S. Federal, state, local or foreign law, regulation or rule or
any decree, judgment or order applicable to the Company or any
of its Subsidiaries;

(x) to the best of such counsel's knowledge, neither the
Company nor any of its Significant Subsidiaries is in violation
of its charter or by-laws or is in breach of, or in default
under (nor has any event occurred which with notice, lapse of
time, or both would result in any breach of, or constitute a
breach of, or default under), any license, indenture, mortgage,
deed of trust, bank loan, credit agreement or other evidence of
indebtedness, or any lease, contract or any other agreement or
instrument to which the Company or any of its Subsidiaries is a
party or by which any of them or their respective properties may
be bound or affected or under any U.S. Federal, state, local or
foreign law, regulation or rule or any decree,

22
<PAGE> 24

judgment or order applicable to the Company or any of its
Subsidiaries;

(xi) to the best of such counsel's knowledge, there are
no contracts, licenses, agreements, leases or documents of a
character which are required to be filed as exhibits to the
Registration Statement or to be summarized or described in the
Prospectus which have not been so filed, summarized or
described;

(xii) to the best of such counsel's knowledge, there are
no actions, suits, claims, investigations or proceedings
pending, threatened or contemplated against the Company or any
of its Subsidiaries or any of their respective properties, or to
which the Company, its Subsidiaries and properties are subject
at law or in equity or before or by any U.S. Federal, state,
local or foreign governmental or regulatory commission, board,
body, authority or agency which are required to be described in
the Prospectus but are not so described;

(xiii) the Company is not and, after giving effect to
the offering and sale of the Shares and the application of
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act;

(xiv) the Company and each of its Subsidiaries are in
compliance with any and all applicable Environmental Laws, have
received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their
respective businesses and are in compliance with all terms and
conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive
required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses
or approvals would not, singly or in the aggregate, have a
Material Adverse Effect;

(xv) under the laws of the State of New York relating to
submission of personal jurisdiction, the Company and the Selling
Shareholder have each validly and effectively submitted to the
jurisdiction of any United States Federal or state court in the
Borough of Manhattan, The City of New York, State of New York,
have each validly and irrevocably waived any objection to the
laying of venue of a proceeding in any such court and any

23
<PAGE> 25

immunity to jurisdiction of any such court, to which any of them
may be or become entitled, and have each validly and irrevocably
appointed __________ as its authorized agent, in the case of the
Company, and _______, in the case of the Selling Shareholder,
for the purposes described in Section 14 hereof;

(xvi) the Selling Shareholder has full legal right and
power, and has obtained any authorization or approval required
by law (other than those imposed by the Act and the securities
or blue sky laws of certain jurisdictions), to sell, assign,
transfer and deliver the Shares to be sold by the Selling
Shareholder in the manner provided in this Agreement;

(xvii) delivery of certificates for the Shares by the
Selling Shareholder pursuant hereto will pass valid and
marketable title thereto to the Underwriters, free and clear of
any claim, lien, encumbrance, security interest, community
property right, restriction on transfer or other defect in
title;

(xviii) to the best of such counsel's knowledge, the
statements in the Prospectus under the captions "Selling
Shareholder"; "Certain Relationships and Related Transactions";
"Business -- Environmental" and "Business -- Legal Proceedings";
insofar as such statements constitute a summary of the matters
referred to therein present fairly the information called for
with respect to such matters;

(xix) the statements in the Prospectus under the caption
"Risk Factors --Tax Risks on Intercompany Interest Payments" and
"Taxation --United States Taxation", insofar as such statements
constitute a summary of matters of law, accurately describe the
material United States federal income tax consequences referred
to therein, subject to the qualifications stated therein and
under the caption "Taxation --General"; and

(xx) such counsel have participated in conferences with
officers and other representatives of the Company,
representatives of the independent public accountants of the
Company and representatives of the Underwriters at which the
contents of the Registration Statement and Prospectus were
discussed and, although such counsel is not passing upon and
does not assume responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration
Statement or Prospectus

24
<PAGE> 26

(except as and to the extent stated in subparagraphs (vi) and
(vii) above), on the basis of the foregoing nothing has come to
the attention of such counsel that causes them to believe that
the Registration Statement or any amendment thereto at the time
such Registration Statement or amendment became effective
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the
Prospectus or any supplement thereto at the date of such
Prospectus or such supplement, and at all times up to and
including the time of purchase or additional time of purchase,
as the case may be, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (it
being understood that such counsel need express no opinion with
respect to the financial statements and schedules and other
financial and statistical data included in the Registration
Statement or Prospectus).

In rendering such opinion, such counsel may (A) state that its opinion
is limited to the laws of the State of California and the federal laws of the
United States and (B) rely as to matters involving the application of laws of
any jurisdiction other than the State of California or the United States, to the
extent deemed proper and specified in such opinion, upon the opinions dated the
time or purchase or the additional time of purchase, as the case may be, of
Allen Allen & Hemsley as to Australian law matters, DeBrauw Blackstone
Westbroek, as to Dutch law matters and _________, as to New Zealand law matters
[as well as upon opinions, memoranda and other documents relating to tax advice
rendered with respect to the Reorganization, which shall be supplemented by
additional tax opinions, if reasonably requested by counsel for the Company and
Selling Shareholder, dated at the time of purchase or additional time of
purchase, as the case may be, and reviewed in form and substance satisfactory to
such counsel].

(b) The Company shall furnish to you at the time of purchase and
at the additional time of purchase, as the case may be, an opinion of
DeBrauw Blackstone Westbroek, special Netherlands counsel for the
Company, addressed to the Underwriters, and dated the time of purchase
or the additional time of purchase, as the case may be, with reproduced
copies for each of the other Underwriters and in form satisfactory to
Davis Polk & Wardwell, counsel for the Underwriters, stating that:

(i) each of the Company and each of its Subsidiaries
incorporated under the laws of the Netherlands (each, a "DUTCH

25
<PAGE> 27

SUBSIDIARY") has been duly incorporated and is validly existing
under the laws of The Netherlands as a legal entity in the form
of a "naamloze vennootschap", with full corporate power and
authority to own its respective properties and conduct its
business as described in the Registration Statement and the
Prospectus, to execute and deliver this Agreement and each other
Operative Document to which it is a party;

(ii) each Dutch Subsidiary is duly qualified or licensed
by each jurisdiction in which it conducts businesses and in
which the failure, individually or in the aggregate, to be so
licensed or qualified could have a Material Adverse Effect; and
each Dutch Subsidiary is duly qualified, and is in good
standing, in each jurisdiction in which they own or lease real
property or maintain an office and in which such qualification
is necessary; each Dutch Subsidiary is duly qualified to do
business as a foreign corporation in good standing in each
jurisdiction where the ownership or leasing of the properties or
the conduct of its business requires such qualification, except
where the failure to so qualify would not have a Material
Adverse Effect;

(iii) the Company has an authorized capitalization as
set forth in the Registration Statement and the Prospectus; the
outstanding shares of capital stock of the Company have been
duly and validly authorized and issued, and are fully paid,
nonassessable and free of statutory and contractual preemptive
rights, resale rights, rights of first refusal and similar
rights; the Shares have been duly authorized and validly issued
in accordance with the laws of The Netherlands and the
provisions of the Articles of Association applicable thereto,
are fully paid and non-assessable and are free of statutory and
contractual preemptive rights; the certificates for the Shares
are in due and proper form and the holders of the Shares will
not be subject to personal liability by reason of being such
holders;

(iv) according to the Shareholders Register of the
Company, the Shares are free of rights of pledge ("pandrecht")
or rights of usufrucht ("vruchtgebruik");

(v) the execution, delivery of, and performance by each
of the Company and its Dutch Subsidiaries of their respective
obligations under each of the Operative Documents to which they

26
<PAGE> 28

may be a party have been duly authorized by the Company and its
Dutch Subsidiaries, as applicable;

(vi) the Reorganization has been duly authorized by all
corporate action required under the laws of The Netherlands on
the part of the Company and its Dutch Subsidiaries;

(vii) the Company and its Dutch Subsidiaries have the
corporate power and authority to enter into and perform the
obligations on their part to be performed under this Agreement
and under each of the other Operative Documents to which any of
them is a party, and the Company and its Dutch Subsidiaries have
the corporate power and authority to conduct its business as
described in the U.S. Prospectus and the International
Prospectus;

(viii) the execution and delivery by each of the Company
and its Dutch Subsidiaries of, and the performance by each of
the Company and its Dutch Subsidiaries of its respective
obligations under each of the Operative Documents to which each
is a party do not violate any provisions of the law of The
Netherlands or any of the provisions of the Articles of
Association of the Company and such Dutch Subsidiaries;

(ix) the choice of New York law as the law expressed to
be governing this Agreement will be recognized as the law
governing this Agreement and, accordingly, the courts of The
Netherlands should apply New York law as the law expressed to be
governing this Agreement;

(x) in order to ensure the legality, validity,
enforceability or admissibility in evidence of this Agreement or
any of the other Operative Documents to which the Company and
any of the Dutch Subsidiaries is party, it is not necessary that
any of them be filed, recorded or enrolled with any public
authority, governmental agency or governmental department of The
Netherlands (excluding, for the avoidance of doubt, a court in
connection with legal proceedings insofar as the enforceability
and admissibility in evidence are concerned), or that any stamp,
registration or similar tax or duty be paid in The Netherlands,
except for certain court fees in connection with legal
proceedings;

(xi) the submission to the jurisdiction of any United
States Federal court or state court sitting in the Borough of
Manhattan,

27
<PAGE> 29

the City of New York, State of New York, the irrevocable waiver
of any objection to the laying of venue of a proceeding in such
court and of any immunity to jurisdiction of such court, to
which it is or may become entitled, will, according to the
courts of The Netherlands duly applying New York law as the law
governing this Agreement (including such submissions and
waiver), be valid and binding on the Company;

(xii) all authorizations, consents or approvals of, or
registrations or filings with, any governmental department or
regulatory authority of or within The Netherlands which are
required for the offer of the Shares and the consummation of the
Reorganization have been obtained or made and are in full force
and effect;

(xiii) the statements in English as to the laws of The
Netherlands and the Articles of Association of the Company,
under the captions "Description of Capital Stock" and "Dividend
Policy" of the Prospectus, are correct in all material respects
and the Shares conform to the description of the Shares in such
statements and the Articles of Association of the Company;

(xiv) the statements in the Prospectus under the caption
"Taxation--Netherlands Taxation" are accurate and adequately
summarize the matters referred to therein in all material
respects and adequately disclose the pertinent tax issues, and
under the circumstances of the sale of Shares in the manner
contemplated in the Prospectus, no Netherlands income tax,
registration tax, transfer tax, stamp duty or similar tax or
duty will be owing in respect of the sale of the Shares, except
as described in the Prospectus under the caption
"Taxation--Netherlands Taxation";

(xv) the general meeting of shareholders of the Company
has in resolutions adopted on __________, 1998 validly resolved
to exclude the pre-emptive rights of shareholders and no other
action is required to exclude such pre-emptive rights;

(xvi) all of the outstanding shares of capital stock of
each of the Subsidiaries incorporated or otherwise formed under
the laws of The Netherlands have been duly authorized and
validly issued, are fully paid and non-assessable and, except as
otherwise stated in the Registration Statement, are owned by the
Company, in each case subject to no security interest, other
encumbrance or

28
<PAGE> 30

adverse claim; to the best of such counsel's knowledge, no
options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any
obligation into shares of capital stock or ownership interests
in such Subsidiaries are outstanding;

(xvii) to the best of such counsel's knowledge, neither
the Company nor any of its Dutch Subsidiaries is in violation of
its charter, articles of association (or other organizational
document) or its by-laws or is in breach of, or in default under
(nor has any event occurred which with notice, lapse of time, or
both would result in any breach of, or constitute a breach of,
or default under), any license, indenture, mortgage, deed of
trust, bank loan, credit agreement or other evidence of
indebtedness, or any lease, contract or any other agreement or
instrument to which any of its Dutch Subsidiaries is a party or
by which any of them or their respective properties may be bound
or affected or under any U.S. Federal, state, local or foreign
law, regulation or rule or any decree, judgment or order
applicable to such Dutch Subsidiary;

(xviii) to the best of such counsel's knowledge, there
are no actions, suits, claims, investigations or proceedings
pending, threatened or contemplated against any of the Company
or its Dutch Subsidiaries or any of their respective properties,
or to which the Company or its Dutch Subsidiaries or any of
their respective properties are subject at law or in equity or
before or by any U.S. Federal, state, local or foreign
governmental or regulatory commission, board, body, authority or
agency which are required to be described in the Prospectus but
are not so described;

(xix) the Shares, when delivered to and paid for by the
Underwriters, will be duly and validly authorized and will be
fully paid and non-assessable; and

[(xx) [TO BE INSERTED IF DEED OF TRANSFER IS GOVERNED BY
DUTCH LAW; IF NOT, GD&C TO GIVE THIS OPINION] title to the
Shares has been validly transferred by the Selling Shareholder
as contemplated in the deed of transfer executed and delivered
by the Selling Shareholder.]

(c) The Company and the Selling Shareholder shall furnish to you
at the time of purchase and at the additional time of purchase, as the
case may be, an opinion of Allen Allen & Hemsley, Australian counsel
for

29
<PAGE> 31

the Company and the Selling Shareholder, addressed to the Underwriters,
and dated the time of purchase or the additional time of purchase, as
the case may be, with reproduced copies for each of the other
Underwriters and in form satisfactory to Davis Polk & Wardwell, counsel
for the Underwriters, stating that:

(i) each of the Operative Documents to which a JH Party
incorporated in Australia (each, an "AUSTRALIAN JH PARTY") is a
party have been duly authorized, executed and delivered by each
of the Australian JH Parties, as applicable;

(ii) each Australian JH Party has the corporate power
and authority to enter into and perform the obligations on its
part to be performed under each Operative Document to which it
is a party;

(iii) the execution, delivery and performance by each
Australian JH Party of its respective obligations under each
Operative Document to which it is a party will not contravene
any provision of applicable Australian law, rule or regulation
or any of the provisions of such Australian JH Party's charter
or other organizational document;

(iv) each Australian JH Party has been duly incorporated
and is validly existing as a corporation in good standing under
the laws of Australia with full corporate power and authority to
own, lease and operate its respective properties and to conduct
its respective businesses;

(v) each Australian JH Party is duly qualified or
licensed by each jurisdiction in which it conducts its business
and in which the failure, individually or in the aggregate, to
be so licensed or qualified could have a Material Adverse Effect
and each of the Australian JH Parties is duly qualified, and is
in good standing, in each jurisdiction in which it owns or
leases real property or maintains an office and in which such
qualification is necessary;

(vi) all of the outstanding shares of capital stock of
each of the Subsidiaries incorporated or otherwise formed under
the laws of Australia and the Selling Shareholder's subsidiaries
incorporated or otherwise formed under laws of Australia have
been duly authorized and validly issued, are fully paid and
non-assessable and, except as otherwise stated in the
Registration Statement, are owned by the Company or the Selling
Shareholder,

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<PAGE> 32

as the case may be, in each case subject to no security
interest, other encumbrance or adverse claim; to the best of
such counsel's knowledge, no options, warrants or other rights
to purchase, agreements or other obligations to issue or other
rights to convert any obligation into shares of capital stock or
ownership interests in such Subsidiaries are outstanding;

(vii) the Reorganization has been duly authorized by all
corporate action required under Australian law on the part of
each of the Australian JH Parties; all authorizations, consents
or approvals of, or registrations or filings with, any
governmental department or regulatory authority of or within
Australia which are required for the consummation of the
Reorganization have been obtained or made and are in full force
and effect;

(viii) under Australian law, the Company and its
Subsidiaries, as purchasers of certain assets of the Selling
Shareholder and certain of its subsidiaries pursuant to the
Purchase Agreements cannot and could not be held liable under a
"successor liability" doctrine for the liabilities (corporate,
environmental or otherwise) of the Selling Shareholder and its
subsidiaries;

(ix) assuming the Company and its Subsidiaries have paid
fair value for the Transferred Businesses, the transfer of the
Transferred Businesses from the Selling Shareholder and its
subsidiaries to the Company and its Subsidiaries shall not and
will not be deemed a fraudulent conveyance under the laws of
Australia; and

(x) no capital duty, stamp duty or other issuance or
transfer taxes or duties are payable under Australian law in
connection with or as a result of the sale and delivery of the
Shares to or for the respective accounts of the Underwriters or
to any purchasers procured by the International Underwriters, in
either case in the manner contemplated herein or the sale and
delivery by the Underwriters of the Shares to their initial
purchasers thereof in the manner contemplated herein.

(d) The Company and the Selling Shareholder shall furnish to you
at the time of purchase and at the additional time of purchase, as the
case may be, an opinion of ________________, special New Zealand
counsel for the Company and the Selling Shareholder, substantially to
the following effect:

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<PAGE> 33

(i) each subsidiary of the Selling Shareholder
incorporated in New Zealand and each Subsidiary incorporated in
New Zealand (each, a "NZ/JH PARTY") has been duly incorporated
and is validly existing as a corporation in good standing under
the laws of New Zealand with full corporate power and authority
to own, lease and operate its respective properties and to
conduct its business;

(ii) each NZ/JH Party is duly qualified or licensed by
each jurisdiction in which it conducts businesses and in which
the failure, individually or in the aggregate, to be so licensed
or qualified could have a Material Adverse Effect and each NZ/JH
Party is duly qualified, and is in good standing, in each
jurisdiction in which they own or lease real property or
maintain an office and in which such qualification is necessary;

(iii) each of the Operative Documents to which a NZ/JH
Party is party has been duly authorized, executed and delivered
by each NZ/JH Party, as applicable;

(iv) each NZ/JH Party has the corporate power and
authority to enter into and perform the obligations on its part
to be performed under the Operative Document to which it is a
party;

(v) the execution, delivery and performance by each
NZ/JH Party of its respective obligations under each Operative
Document to which it is a party will not contravene any
provision of applicable New Zealand law, rule or regulation or
any of the provisions of such NZ/JH Party's charter or
organization document, as the case may be; and

(vi) all of the outstanding shares of capital stock of
each of the Subsidiaries incorporated or otherwise formed under
the laws of New Zealand have been duly authorized and validly
issued, are fully paid and non-assessable and, except as
otherwise stated in the Registration Statement, are owned by the
Company, in each case subject to no security interest, other
encumbrance or adverse claim; to the best of such counsel's
knowledge, no options, warrants or other rights to purchase,
agreements or other obligations to issue or other rights to
convert any obligation into shares of capital stock or ownership
interests in such Subsidiaries are outstanding.

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<PAGE> 34

[(e) The Company and the Selling Shareholder shall furnish to
you at the time of purchase and at the additional time of purchase, as
the case may be, an opinion of [Coopers & Lybrand L.L.P., special tax
counsel] for the Company and the Selling Shareholder, addressed to the
Underwriters, and dated the time of purchase or the additional time of
purchase, as the case may be, with reproduced copies for each of the
other Underwriters and in form satisfactory to Davis Polk & Wardwell,
counsel for the Underwriters, stating that:

(i) [possible opinions regarding tax.]]

(f) You shall have received from PricewaterhouseCoopers LLP
letters dated, respectively, the date of this Agreement and the time of
purchase and additional time of purchase, as the case may be, and
addressed to the Underwriters (with reproduced copies for each of the
Underwriters) in the forms heretofore approved by Warburg Dillon Read
LLC [and UBS AG].

(g) You shall have received at the time of purchase and at the
additional time of purchase, as the case may be, the favorable opinion
of Davis Polk & Wardwell, counsel for the Underwriters, dated the time
of purchase or the additional time of purchase, as the case may be, as
to the matters referred to in subparagraphs (iii) (with respect to this
Agreement only), (v) (with respect to the Shares only), (vi), (vii) and
(xvii) of paragraph (a) of this Section 8.

In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of
the Company, counsel for the Company, representatives of the
independent public accountants of the Company and representatives of
the Underwriters at which the contents of the Registration Statement
and Prospectus and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in
the Registration Statement and Prospectus (except as to matters
referred to with respect to the Shares under subparagraph (vii) of
paragraph (a) of this Section 8), on the basis of the foregoing, no
facts have come to the attention of such counsel which lead them to
believe that the Registration Statement or any amendment thereto at the
time such Registration Statement or amendment became effective
contained an untrue statement of a material fact or omitted to state a
material fact

33
<PAGE> 35

required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus as of its date or any
supplement thereto as of its date contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (it being
understood that such counsel need express no comment with respect to
the financial statements and schedules and other financial and
statistical data included in the Registration Statement or Prospectus).

In rendering such opinion, such counsel may (A) state that its opinion
is limited to the laws of the State of New York, the General Corporation Law of
Delaware and the federal laws of the United States and (B) rely as to matters
involving the application of laws of any jurisdiction other than the State of
New York or the United States, to the extent deemed proper and specified in such
opinion, upon the opinions dated the time of purchase or the additional time of
purchase, as the case may be, of Allen Allen & Hemsley, as to Australian law
matters, DeBrauw Blackstone Westbroek, as to Dutch law matters and ____________,
as to New Zealand law matters[, as well as upon opinions, memoranda and other
documents relating to tax advice rendered with respect to the Reorganization,
which shall be supplemented by additional tax opinions, if reasonably requested
by counsel for the Underwriters, dated the time of purchase or the additional
time of purchase, as the case may be, and received in form and substance
satisfactory to such counsel].

(h) No amendment or supplement to the Registration Statement or
Prospectus shall be filed prior to the time the Registration Statement
becomes effective to which you object in writing.

(i) The Registration Statement shall become effective, or if
Rule 430A under the Act is used, the Prospectus shall have been filed
with the Commission pursuant to Rule 424(b) under the Act, at or before
5:00 P.M., New York City time, on the date of this Agreement, unless a
later time (but not later than 5:00 P.M., New York City time, on the
second full business day after the date of this Agreement) shall be
agreed to by the Company, the Selling Shareholder and you in writing or
by telephone, confirmed in writing; provided, however, that the
Company, the Selling Shareholder and you and any group of Underwriters,
including you, who have agreed hereunder to purchase in the aggregate
at least 50% of the Firm Shares may from time to time agree on a later
date.

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<PAGE> 36

(j) Prior to the time of purchase or the additional time of
purchase, as the case may be, (i) no stop order with respect to the
effectiveness of the Registration Statement shall have been issued
under the Act or proceedings initiated under Section 8(d) or 8(e) of
the Act; (ii) the Registration Statement and all amendments thereto, or
modifications thereof, if any, shall not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iii) the Prospectus and all amendments or supplements thereto, or
modifications thereof, if any, shall not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading.

(k) Between the time of execution of this Agreement and the time
of purchase or the additional time of purchase, as the case may be, (i)
no material and unfavorable change, financial or otherwise (other than
as referred to in the Registration Statement and Prospectus), in the
business, condition or prospects of the Company and its Subsidiaries
taken as a whole shall occur or become known and (ii) no transaction
which is material and unfavorable to the Company shall have been
entered into by the Company or any of its Subsidiaries.

(l) The Company will, at the time of purchase or additional time
of purchase, as the case may be, deliver to you a certificate of two of
its executive officers to the effect that the representations and
warranties of the Company as set forth in this Agreement are true and
correct as of each such date, that the Company shall perform such of
its obligation under this Agreement as are to be performed at or before
the time of purchase and at or before the additional time of purchase,
as the case may be and the conditions set forth in paragraphs (k) and
(l) of this Section 8 have been met.

(m) You shall have received signed letters, dated the date of
this Agreement, from the Selling Shareholder and each of the directors
and officers of the Company to the effect that such persons shall not
sell, offer or agree to sell, contract to sell, grant any option to
sell or otherwise dispose of, directly or indirectly, any shares of
Common Stock of the Company or securities convertible into or
exchangeable or exercisable for Common Stock or warrants or other
rights to purchase Common Stock or any other securities of the Company
that are substantially similar to the Common Stock for a period of 180
days after the date of the Prospectus

35
<PAGE> 37

without Warburg Dillon Read LLC's [and UBSI AG's] prior written
consent.

(n) The Company and the Selling Shareholder shall have furnished
to you such other documents and certificates as to the accuracy and
completeness of any statement in the Registration Statement and the
Prospectus as of the time of purchase and the additional time of
purchase, as the case may be, as you may reasonably request.

(o) The Company and the Selling Shareholder shall perform such
of their respective obligations under this Agreement as are to be
performed by the terms hereof at or before the time of purchase and at
or before the additional time of purchase, as the case may be.

(p) The Shares shall have been approved for listing on the NYSE,
subject only to notice of issuance at or prior to the time of purchase
or the additional time of purchase, as the case may be.

(q) The Selling Shareholder will at the time of purchase and the
additional time of purchase, as the case may be, deliver to you a
certificate to the effect that the representations and the warranties
of the Selling Shareholder as set forth in this Agreement are true and
correct as of each such date.

(r) Between the time of execution of this Agreement and the time
of purchase or additional time of purchase, as the case may be, there
shall not have occurred any downgrading, nor shall any notice or
announcement have been given or made of (i) any intended or potential
downgrading or (ii) any review or possible change that does not
indicate an improvement, in the rating accorded any securities of or
guaranteed by the Company or any subsidiary of the Company by any
"nationally recognized statistical rating organization", as that term
is defined in Rule 436(g)(2) promulgated under the Act.

[(s) No action shall have been taken and no statute, rule or
regulation or order shall have been enacted, adopted or issued by any
governmental agency that would as of the time of purchase or the
additional time of purchase, as the case may be, prevent the sale of
the Shares or the consummation of the Reorganization. No injunction,
restraining order or order of any nature by a federal or state or local
court of competent jurisdiction shall have been issued as of the time
of purchase or the additional time of purchase, as the case may be,
that would prevent or interfere with the sale of the Shares or the
consummation of the

36
<PAGE> 38

Reorganization. At the time of purchase or the additional time of
purchase, as the case may be, no action, suit or proceeding shall be
pending against or affecting or, to the best knowledge of the Company
or the Selling Shareholder, threatened against, any of the Company, any
Subsidiary or the Selling Shareholder, before any court or arbitrator
or any governmental body, agency or official, except as disclosed in
the Prospectus and except for such actions, suits or proceedings that
if adversely determined would not, either individually or in the
aggregate, have a material adverse effect on the sale of the Shares or
would not individually or in the aggregate have a Material Adverse
Effect or in any manner draw into question the validity of any
Operative Document or prevent the consummation of the Reorganization.]

(t) All proceedings taken in connection with the sale of the
Shares as herein contemplated shall be reasonably satisfactory in form
and substance to the Underwriters and to Davis Polk & Wardwell, counsel
for the Underwriters.

(u) The Reorganization shall have been consummated and each
Operative Document shall have been executed and delivered by each party
thereto and a true and complete copy of each shall have been delivered
to the Underwriters; each of the Operative Documents shall be in full
force and effect on the Closing Date, prior to or contemporaneously
with the Closing Date, each of the actions contemplated or required to
occur and each of the conditions contemplated or required to be
satisfied on or prior to the consummation of the Reorganization, shall
have occurred or been satisfied and no waiver, amendment or
modification of any provision of any of the Operative Documents shall
have occurred, other than any such action or condition or any such
waiver, amendment or modification which in the Underwriters' reasonable
judgment does not make it impracticable to market the Shares on the
terms and in the manner contemplated in the Prospectus; and the Company
shall have received the proceeds of the borrowings under the Bank
Facilities and Notes.

(v) None of the JH Parties shall have failed at or prior to the
Closing Date to perform or comply with any of the agreements contained
in any Operative Document and required to be performed or complied with
by the Company, the Selling Shareholder, its subsidiaries or any
Subsidiary, as the case may be, at or prior to the Closing Date.

(w) The Operative Documents shall be in full force and effect on
the Closing Date. No waiver, amendment or modification of any provision
of the Underwriting Agreement shall have occurred other than

37
<PAGE> 39

any waiver, amendment or modification which in the Underwriters'
reasonable judgment does not make it impracticable to market the Shares
on the terms and in the manner contemplated in the Prospectus.

(x) The Selling Shareholder shall have received all approvals by
its shareholders required under Australian laws including, but not
limited to, the Australian Stock Exchange Listing Rules in connection
with the offering of the Shares hereunder and the consummation of the
Reorganization.

9. Effective Date of Agreement; Termination. This Agreement shall
become effective (i) if Rule 430A under the Act is not used, when you shall have
received notification of the effectiveness of the Registration Statement, or
(ii) if Rule 430A under the Act is used, when the parties hereto have executed
and delivered this Agreement.

The obligations of the several Underwriters hereunder shall be subject
to termination in the absolute discretion of you or any group of Underwriters
(which may include you) which has agreed to purchase in the aggregate at least
50% of the Firm Shares, if, since the time of execution of this Agreement or the
respective dates as of which information is given in the Registration Statement
and Prospectus, (x) any of the Selling Shareholder, the Company or any of the
Subsidiaries shall have failed, refused or been unable to perform in any
material respect any agreement on its part then to be performed under any
Operative Document, (y) there has been any material adverse and unfavorable
change, financial or otherwise (other than as referred to in the Registration
Statement and Prospectus), in the operations, business, condition or prospects
of the Company and its Subsidiaries taken as a whole, which would, in your
judgment or in the judgment of such group of Underwriters, make it impracticable
to market the Shares, or (z) there shall have occurred any downgrading, or any
notice shall have been given of (i) any intended or potential downgrading or
(ii) any review or possible change that does not indicate an improvement, in the
rating accorded any securities of or guaranteed by the Company or any Subsidiary
of the Company by any "nationally recognized statistical rating organization",
as that term is defined in Rule 436(g)(2) promulgated under the Act or, if, at
any time prior to the time of purchase or, with respect to the purchase of any
Additional Shares, the additional time of purchase, as the case may be, trading
in securities on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market shall have been suspended or limitations or minimum
prices shall have been established on the New York Stock Exchange, the American
Stock Exchange or the Nasdaq National Market, or if a banking moratorium shall
have been declared either by the United States or New York State authorities, or
if the United States shall have declared war in accordance with its
constitutional processes or there shall have

38
<PAGE> 40

occurred any material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States as, in your judgment or in the judgment
of such group of Underwriters, to make it impracticable to market the Shares.

If you or any group of Underwriters elects to terminate this Agreement
as provided in this Section 9, the Company, the Selling Shareholder and each
other Underwriter shall be notified promptly by letter or telegram.

If the sale to the Underwriters of the Shares, as contemplated by this
Agreement, is not carried out by the Underwriters for any reason permitted under
this Agreement or if such sale is not carried out because the Company or the
Selling Shareholder, as the case may be, shall be unable to comply with any of
the terms of this Agreement, the Company or the Selling Shareholder, as the case
may be, shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 6(a), 7 and 11 hereof), and the
Underwriters shall be under no obligation or liability to the Company and the
Selling Shareholder under this Agreement (except to the extent provided in
Section 11 hereof) or to one another hereunder.

10. Increase in Underwriters' Commitments. Subject to Sections 8 and
9, if any Underwriter shall default in its obligation to take up and pay for the
Firm Shares to be purchased by it hereunder (otherwise than for a reason
sufficient to justify the termination of this Agreement under the provisions of
Section 9 hereof) and if the number of Firm Shares which all Underwriters so
defaulting shall have agreed but failed to take up and pay for does not exceed
10% of the total number of Firm Shares, the non-defaulting Underwriters shall
take up and pay for (in addition to the aggregate principal amount of Firm
Shares they are obligated to purchase pursuant to Section 1 hereof) the number
of Firm Shares agreed to be purchased by all such defaulting Underwriters, as
hereinafter provided. Such Shares shall be taken up and paid for by such
non-defaulting Underwriter or Underwriters in such amount or amounts as you may
designate with the consent of each Underwriter so designated or, in the event no
such designation is made, such Shares shall be taken up and paid for by all
non-defaulting Underwriters pro rata in proportion to the aggregate number of
Firm Shares set opposite the names of such non-defaulting Underwriters in
Schedule A or B.

Without relieving any defaulting Underwriter from its obligations
hereunder, the Selling Shareholder agrees with the non-defaulting Underwriters
that it will not sell any Firm Shares hereunder unless all of the Firm Shares
are purchased by the Underwriters (or by substituted Underwriters selected by
you with the approval of the Company or selected by the Company with your
approval).

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<PAGE> 41

If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company, the Selling Shareholder or
you shall have the right to postpone the time of purchase for a period not
exceeding five business days in order that any necessary changes in the
Registration Statement and Prospectus and other documents may be effected.

The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 10 with like effect as if
such substituted Underwriter had originally been named in Schedule A or B.

If the aggregate number of Shares which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 10% of the total number of Shares which
all Underwriters agreed to purchase hereunder, and if neither the non-defaulting
Underwriters nor the Company shall make arrangements within the five business
day period stated above for the purchase of all the Shares which the defaulting
Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall
be terminated without further act or deed and without any liability on the part
of the Company to any non-defaulting Underwriter and without any liability on
the part of any non-defaulting Underwriter to the Company. Nothing in this
paragraph, and no action taken hereunder, shall relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

11. Indemnity and Contribution by the Company, the Selling Shareholder
and the Underwriters.

(a) The Company and the Selling Shareholder jointly and severally
agree to indemnify, defend and hold harmless each Underwriter, its partners,
directors and officers, and any person who controls any Underwriter within the
meaning of

40
<PAGE> 42

Section 15 of the Act or Section 20 of the Exchange Act, and the successors and
assigns of all of the foregoing persons from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation)
which, jointly or severally, any such Underwriter or any such person may incur
under the Act, the Exchange Act, the common law or otherwise insofar as such
loss, damage, expense, liability or claim arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof by the Company) or in a Prospectus (the term
Prospectus for the purpose of this Section 11 being deemed to include any
Preliminary Prospectus, the Prospectus and the Prospectus as amended or
supplemented by the Company), or arises out of or is based upon any omission or
alleged omission to state a material fact required to be stated in either such
Registration Statement or Prospectus or necessary to make the statements made
therein not misleading, except insofar as any such loss, damage, expense,
liability or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in and in conformity with
information furnished in writing by or on behalf of any Underwriter through you
to the Company expressly for use with reference to such Underwriter in such
Registration Statement or such Prospectus or arises out of or is based upon any
omission or alleged omission to state a material fact in connection with such
information required to be stated in either such Registration Statement or such
Prospectus or necessary to make such information not misleading; provided,
however, that the indemnity agreement contained in this subsection (a) with
respect to any Preliminary Prospectus or amended Preliminary Prospectus shall
not inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) from whom the person asserting any such loss,
damage, expense, liability or claim purchased the Shares which is the subject
thereof if the Prospectus corrected any such alleged untrue statement or
omission and if such Underwriter failed to send or give a copy of the Prospectus
to such person at or prior to the written confirmation of the sale of such
Shares to such person, unless the failure is the result of noncompliance by the
Company with paragraph (f) of Section 5 hereof.

If any action, suit or proceeding (together, a "Proceeding") is brought
against an Underwriter or any such person in respect of which indemnity may be
sought against the Company or the Selling Shareholder pursuant to the foregoing
paragraph, such Underwriter or such person shall promptly notify the Company and
the Selling Shareholder in writing of the institution of such Proceeding and the
Company or the Selling Shareholder, as the case may be, shall assume the defense
of such Proceeding, including the employment of counsel reasonably satisfactory
to such indemnified party and payment of all fees and expenses, provided,
however, that the omission to so notify the Company or the Selling

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<PAGE> 43

Shareholder shall not relieve the Company or the Selling Shareholder from any
liability which they may have to any Underwriter or any such person or
otherwise. Such Underwriter or such controlling person shall have the right to
employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or of such person
unless the employment of such counsel shall have been authorized in writing by
the Company or the Selling Shareholder in connection with the defense of such
Proceeding or the Company or the Selling Shareholder shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
have charge of the defense of such Proceeding or such indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different from, additional to or in conflict with those
available to the Company or the Selling Shareholder (in which case the Company
or the Selling Shareholder shall not have the right to direct the defense of
such Proceeding on behalf of the indemnified party or parties), in any of which
events such fees and expenses shall be borne by the Company or the Selling
Shareholder, as the case may be, and paid as incurred (it being understood,
however, that the Company or the Selling Shareholder shall not be liable for the
expenses of more than one separate counsel (in addition to any local counsel) in
any one Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such Proceeding). The
Company or the Selling Shareholder shall not be liable for any settlement of any
such claim or Proceeding effected without its written consent but if settled
with the written consent of the Company or the Selling Shareholder. The Company
or the Selling Shareholder agrees to indemnify and hold harmless any Underwriter
and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the indemnifying party agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 business days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement and (iii) such indemnified party
shall have given the indemnifying party at least 30 days' prior notice of its
intention to settle. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened Proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

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<PAGE> 44

(b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers, the Selling Shareholder and
any person who controls the Company or the Selling Shareholder within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the
successors and assigns of all of the foregoing persons from and against any
loss, damage, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, the Company, the Selling Shareholder
or any such person may incur under the Act, the common law or otherwise, insofar
as such loss, damage, expense, liability or claim arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
and in conformity with information furnished in writing by or on behalf of such
Underwriter through you to the Company expressly for use with reference to such
Underwriter in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof by the Company) or in a
Prospectus, or arises out of or is based upon any omission or alleged omission
to state a material fact in connection with such information required to be
stated either in such Registration Statement or Prospectus or necessary to make
such information not misleading.

If any Proceeding is brought against the Company, the Selling
Shareholder or any such person in respect of which indemnity may be sought
against any Underwriter pursuant to the foregoing paragraph, the Company, the
Selling Shareholder or such person shall promptly notify such Underwriter in
writing of the institution of such Proceeding and such Underwriter shall assume
the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses,
provided, however, that the omission to so notify such Underwriter shall not
relieve such Underwriter, from any liability which they may have to the Company,
the Selling Shareholder or any such person or otherwise. The Company, the
Selling Shareholder or such person shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of the Company, the Selling Shareholder or such person unless the
employment of such counsel shall have been authorized in writing by such
Underwriter in connection with the defense of such Proceeding or such
Underwriter shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to have charge of the defense of such Proceeding
or such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them which are different from, additional to,
or in conflict with those available to such Underwriter (in which case such
Underwriter shall not have the right to direct the defense of such Proceeding on
behalf of the indemnified party or parties, but such Underwriter may employ
counsel and participate in the defense thereof but the fees and expenses of such
counsel shall be at the expense of such Underwriter), in any of which events
such fees and expenses shall be borne by such Underwriter and paid as incurred
(it being understood, however, that such Underwriter shall

43
<PAGE> 45

not be liable for the expenses of more than one separate counsel (in addition to
any local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding). No Underwriter shall be liable for any settlement of any such claim
or Proceeding effected without the written consent of such Underwriter but if
settled with the written consent of such Underwriter, such Underwriter agrees to
indemnify and hold harmless the Company, the Selling Shareholder and any such
person from and against any loss or liability by reason of such settlement.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the indemnifying party agrees that it shall be liable for any
settlement of any Proceeding effected without its written consent if (i) such
settlement is entered into more than 60 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 30 days' prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding.

(c) If the indemnification provided for in this Section 11 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 11 in respect of any losses, damages, expenses, liabilities or claims
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Shareholder on the one
hand and the Underwriters on the other hand from the offering of the Shares or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company and the Selling Shareholder on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such losses, damages, expenses, liabilities or claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Selling Shareholder on the one hand and the Underwriters on the other
shall be deemed to be in the same respective proportions as the total proceeds
from the offering (net of underwriting discounts

44
<PAGE> 46

and commissions but before deducting expenses) received by the Company and the
Selling Shareholder bear to the total underwriting discounts and commissions
received by the Underwriters, bear to the aggregate public offering price of the
Shares. The relative fault of the Company and the Selling Shareholder on the one
hand and of the Underwriters on the other shall be determined by reference to,
among other things, whether the untrue statement or alleged untrue statement of
a material fact or omission or alleged omission relates to information supplied
by the Company, by the Selling Shareholder or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, damages, expenses, liabilities and claims
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating, preparing to
defend or defending any proceeding.

(d) The Company, the Selling Shareholder and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
11 were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in subsection (c)
above. Notwithstanding the provisions of this Section 11, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by such Underwriter and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue
statement or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 11 are several in proportion to their respective
underwriting commitments and not joint.

(e) The indemnity and contribution agreements contained in this
Section 11 and the covenants, warranties and representations of the Company and
the Selling Shareholder contained in this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of any
Underwriter, its partners, directors and officers or any person (including each
partner, officer or director of such person) who controls any Underwriter within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or
on behalf of the Company, its directors or officers or any person who controls
the Company, the Selling Shareholder, its directors or officers or any person
who controls the Selling Shareholder within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, and shall survive any termination of this
Agreement or the

45
<PAGE> 47

issuance and delivery of the Shares. The Company, the Selling Shareholder and
each Underwriter agree promptly to notify the others of the commencement of any
litigation or proceeding against it and, in the case of the Company or the
Selling Shareholder, against any of the Company's or the Selling Shareholder's
officers or directors in connection with the issuance and sale of the Shares, or
in connection with the Registration Statement or Prospectus.

12. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
either the U.S. or the International Underwriters, shall be sufficient in all
respects if delivered or sent to Warburg Dillon Read LLC, 299 Park Avenue, New
York, N.Y. 10171-0026, Attention: Syndicate Department and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 26300 La Alameda, Suite 100, Mission Viejo,
California, U.S.A., Attention: __________ and, if to the Selling Shareholder,
shall be sufficient in all respects if delivered or sent to the Selling
Shareholder at Level 9, 65 York Street, Sydney, New South Wales 2000, Australia,
Attention: __________.

13. Governing Law; Construction. THIS AGREEMENT AND ANY CLAIM,
COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN
ANY WAY RELATING TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN INSERTED AS A MATTER OF
CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS AGREEMENT.

14. Submission to Jurisdiction. Except as set forth below, no Claim
may be commenced, prosecuted or continued in any court other than the courts of
the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York, which courts
shall have jurisdiction over the adjudication of such matters, and each of the
Company and the Selling Shareholder consents to the jurisdiction of such courts
and personal service with respect thereto. Each of the Company and the Selling
Shareholder hereby consents to personal jurisdiction, service and venue in any
court in which any Claim arising out of or in any way relating to this Agreement
is brought by any third party against Warburg Dillon Read LLC or any indemnified
party. Each of Warburg Dillon Read LLC, the Selling Shareholder and the Company
(on its behalf and, to the extent permitted by applicable law, on behalf of its
Shareholders and affiliates) waives all right to trial by jury in any action,
proceeding or counterclaim (whether based upon contract, tort or otherwise) in
any way arising out of or relating to this Agreement. Each of the Company and
the Selling Shareholder agrees that a final judgment in any such action,

46
<PAGE> 48

proceeding or counterclaim brought in any such court shall be conclusive and
binding upon the Company or the Selling Shareholder, as the case may be, and may
be enforced in any other courts in the jurisdiction of which the Company or the
Selling Shareholder, as the case may be, is or may be subject, by suit upon such
judgment. The Company hereby appoints, without power of revocation, [SPECIFY
AGENT] as its agent and the Selling Shareholder hereby appoints, without power
of revocation, [SPECIFY AGENT] as its agent to accept and acknowledge on its
behalf service of any and all process which may be served in any suit, action,
proceeding or counterclaim arising out of or relating to this Agreement.

15. Parties at Interest. The Agreement herein set forth has been and
is made solely for the benefit of the Underwriters, the Company, the Selling
Shareholder and to the extent provided in Section 11 hereof the controlling
persons, directors and officers referred to such section, and their respective
successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation
(including a purchaser, as such purchaser, from any of the Underwriters) shall
acquire or have any right under or by virtue of this Agreement.

16. Counterparts. This Agreement may be signed by the parties in one
or more counterparts which together shall constitute one and the same agreement
among the parties.

17. Successors and Assigns. This Agreement shall be binding upon the
Underwriters, the Company and the Selling Shareholder and their successors and
assigns and any successor or assign of any substantial portion of the Company's,
the Selling Shareholder's and any of the Underwriters' respective businesses
and/or assets.

[18. Miscellaneous. Warburg Dillon Read LLC, an indirect, wholly owned
subsidiary of _______________, is not a bank and is separate from any affiliated
bank, including any U.S. branch or agency of Warburg Dillon Read LLC. Because
Warburg Dillon Read LLC is a separately incorporated entity, it is solely
responsible for its own contractual obligations and commitments, including
obligations with respect to sales and purchases of securities. Securities sold,
offered or recommended by Warburg Dillon Read LLC are not deposits, are not
insured by the Federal Deposit Insurance Corporation, are not guaranteed by a
branch or agency, and are not otherwise an obligation or responsibility of a
branch or agency.]

[A lending affiliate of SBC Warburg Dillon Read LLC may have lending
relationships with issuers of securities underwritten or privately placed by
Warburg Dillon Read LLC. To the extent required under the securities laws,

47
<PAGE> 49

prospectuses and other disclosure documents for securities underwritten or
privately placed by Warburg Dillon Read LLC will disclose the existence of any
such lending relationships and whether the proceeds of the issue will be used to
repay debts owed to affiliates of Warburg Dillon Read LLC.]

If the foregoing correctly sets forth the understanding among the
Company, the Selling Shareholder and the Underwriters, please so indicate in the
space provided below for the purpose, whereupon this letter and your acceptance
shall constitute a binding agreement among the Company, the Selling Shareholder
and the Underwriters, severally.

Very truly yours,

JAMES HARDIE N.V., as the Company

By:
-----------------------------------
Title:

JAMES HARDIE INDUSTRIES
LIMITED, as the Selling Shareholder

By:
-----------------------------------
Title:

Accepted and agreed to as of
the date first above written,
on behalf of themselves and the
other several U.S. Underwriters
named in Schedule A

WARBURG DILLON READ LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: WARBURG DILLON READ LLC

By:
-----------------------------------
Title:

48
<PAGE> 50

By:
-----------------------------------
Title:

Accepted and agreed to as of
the date first above written,
on behalf of themselves and the
other several International
Underwriters named in Schedule B

UBS AG, acting through its division Warburg Dillon Read
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
MERRILL LYNCH INTERNATIONAL

By: UBS AG, acting through its division
Warburg Dillon Read

By:
-----------------------------------
Title:

49
<PAGE> 51

SCHEDULE A

NUMBER OF FIRM
U. S. UNDERWRITERS SHARES TO BE PURCHASED
------------------ ----------------------
Warburg Dillon Read LLC.................................
Credit Suisse First Boston Corporation..................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................

----------------------
Total U.S. Firm Shares.........................
======================

50
<PAGE> 52

SCHEDULE B

NUMBER OF FIRM
INTERNATIONAL UNDERWRITERS SHARES TO BE PURCHASED
-------------------------- ----------------------
UBS AG, acting through its division
Warburg Dillon Read LLC.............................
Credit Suisse First Boston (Europe) Limited.............
Merrill Lynch International.............................

----------------------
Total International Firm Shares................
======================

51
<PAGE> 53

SCHEDULE C

SUBSIDIARIES OF THE COMPANY

<PAGE> 1

EXHIBIT 10.7

JAMES HARDIE N.V.

(COMPANY)

and

[ ]

(COVENANTEE)

DEED OF ACCESS TO DOCUMENTS,
INDEMNITY AND INSURANCE

<PAGE> 2

================================================================================

FORM OF ACCESS DEED

================================================================================

ACCESS DEED dated January 1999 between:

1. JAMES HARDIE N.V. of Tripolis 300, Burgerweeshuispad 301, P.O. Box 75084,
1070 AB Amsterdam, The Netherlands (the COMPANY); and

2. ___________________ (the Covenantee)

RECITALS-

A. The Articles of Association of the Company authorise it to grant an
indemnity to the directors and other officers of the Company.

B. The Covenantee is a director of a subsidiary of the Company (SUBSIDIARY
COMPANY)

C. The Company and the Covenantee agree to enter into this Deed, to grant an
indemnity to the Covenantee which will continue after the expiry of his or
her period of office; and to specify the Covenantee's rights to be insured
and to obtain access to Documents.

IT IS AGREED as follows:

I. DEFINITIONS AND INTERPRETATION

A. DEFINITIONS

In this Deed, the following words have the following meanings unless
otherwise required by the context or subject matter:

APPOINTMENT DATE means the date the Covenantee became an Officer having
consented to act in that capacity.

BOARD means the board of directors of the Subsidiary Company.

DELIBERATIONS includes meeting of, and communications or discussions
between, members of the Board, and committees on which members of the Board
sit, and any decisions, resolutions or directives made at those meetings or
discussions.

DOCUMENT means any of the following:

1. a document as defined in section 9 of the Corporations Law:

a. delivered to members of the Board for use in Deliberations;

b. used in Deliberations or referred to in Deliberations; or

c. which is reasonably material to Deliberations;

2. any written advice or opinion from a solicitor or barrister addressed to
both an Officer and the Subsidiary Company;

<PAGE> 3

3. any written advice or opinion from a solicitor or barrister where the
advice or opinion is expressed to be for the benefit of or to be relied
on by any Officer, either as an Officer or in their personal capacity,
even if the advice or opinion is addressed only to the Subsidiary
Company;

4. a document as defined in section 9 of the Corporations Law which is
referred to or mentioned in any document referred to in paragraphs (a),
(b) or (c) above.

OFFICER means a person acting as, appointed to the office of, or a
director, principal executive officer or company secretary, of the
Subsidiary Company, as the case may be.

PERSON has the meaning as appears in section 9 of the Corporations Law.

SUBSIDIARY means a body corporate, all the issued share capital of which
is held by the Company (excluding any part of that issued share capital
that carries no right to participate beyond a specified amount in a
distribution of either profits or capital).

B. INTERPRETATION

Headings are for convenience only and do not affect interpretation. The
following rules of interpretation apply unless the context requires
otherwise.

1. A reference to the COMPANY includes the company's administrators,
liquidators, receivers, receivers and managers, representatives, and
successors;

2. a reference to the COVENANTEE includes the Covenantee's estate,
administrators, executors and personal representatives;

3. A reference to any LEGISLATION or to any provision of any
legislation includes any modification or re-enactment of it, any
legislative provision substituted for it and all regulations and
statutory instruments issued under it.

II. ACKNOWLEDGEMENT BY COMPANY

The Company provides the indemnity, allows the access to Documents and
incurs the other obligations under this Deed in consideration for the
Covenantee agreeing to act, or continue to act, as the case may be, as
an Officer.

III. DUTIES OF COVENANTEE

On and from the Appointment Date the Covenantee must carry out the
duties of his or her office in accordance with all applicable laws.

IV. INDEMNITY

A. INDEMNITY

On and from the Appointment Date the Company indemnifies the Covenantee
from and against liabilities:

1. incurred directly or indirectly as an Officer, or in any way in the
discharge of his or her duties as an Officer, to a person other than
the Company or a related body corporate of the Company (as defined
in the Corporations Law), whether or not arising from a prior
contingent liability, which does not arise out of conduct involving
a lack of good faith; and

<PAGE> 4

2. for costs and expenses incurred by the Covenantee:

a. in defending proceedings, whether civil or criminal, in which
judgment is given in favour of the Covenantee or in which the
Covenantee is acquitted; or

b. in connection with any application in relation to any
proceedings referred to in the preceding paragraph, in which the
court grants relief to the Covenantee under the Corporations
Law.

B. REIMBURSEMENT

The Company shall within 14 days of a written demand from the Covenantee
made from time to time pay the Covenantee the amount which the Company
certifies is payable under this Deed. A demand made by the Covenantee
under this Clause shall contain reasonable detail of the amounts
payable.

C. REPAYMENT

The Covenantee undertakes to repay the Company any amount paid by the
Company under Clause IV.B if, and only to the extent that:

1. a court of competent jurisdiction determines that the Covenantee is
not entitled to be indemnified by the Company for such liabilities;
or

2. the Covenantee receives payment under a contract of insurance
procured pursuant to this Deed in respect of those liabilities or
the insurer has paid, discharged and satisfied those liabilities
directly.

V. INDEMNITY AFTER COVENANTEE CEASES TO BE AN OFFICER

The indemnity given by the Company in clause IV shall be in force and
shall continue for 7 years from the date from which the Covenantee
ceases to be an Officer and during that period it shall be irrevocable
and shall not be affected by:

1. any intermediate payments, settlement of accounts or payment;

2. laches, acquiescence or delay on the part of the Covenantee;

3. the death, bankruptcy, insolvency or liquidation of any Person; or

4. any other thing or matter which might otherwise affect it whether in
law or equity.

VI. COMPANY TO PAY INSURANCE PREMIUM

1. The Company agrees to procure and pay the premium for and maintain
in full force and effect a contract of insurance from an established
and reputable insurer, or, if appropriate, through a properly
established and maintained self-insurance program, which insures the
Covenantee against all liabilities incurred by the Covenantee
directly or indirectly as an Officer, provided that:

a. the provisions of the Corporations Law including, but not
limited to, Parts 3.2 and 3.2A are complied with in regard to
the above; and

b. the liability does not arise out of conduct involving a wilful
breach of duty to the Company or a contravention of sections
232(5) or (6) of the Corporations Law.

<PAGE> 5

2. The insurance contract referred to in the previous paragraph must
provide insurance against liability for costs and expenses incurred
by the Covenantee in defending proceedings, whether civil or
criminal and whatever their outcome.

3. Unless the Company agrees otherwise, the insurance contract referred
to in paragraph VI will contain a provision waiving all rights of
subrogation or action against the Company.

4. If a notice has been given to the insurer as referred to in clause
9, the Company must take all steps reasonably necessary or desirable
in order to cause the insurer to pay to the Covenantee all amounts
payable under the contract of insurance in connection with any claim
or proceeding against the Covenantee.

5. The Company must provide to the Covenantee a copy of all contracts
of insurance procured by the Company pursuant to this clause which
insure the Covenantee within 30 days of request by the Covenantee.

VII. INSURANCE AFTER COVENANTEE CEASES TO BE AN OFFICER

A. DURATION OF INSURANCE

The obligations of the Company referred to in clause VI shall continue
for 7 years from the date from which the Covenantee ceases to be an
Officer.

B. SAME COVERAGE

If the Covenantee has ceased to be an Officer, a contract of insurance
procured by the Company pursuant to clause VI and the previous paragraph
must provide insurance to the same extent and in relation to the same
liabilities as contracts of insurance procured and paid for by the
Company for the benefit of other persons who are, at the time the
contracts of insurance are procured pursuant to this clause, Officers.

VIII. DISCLOSURE IN DIRECTORS' REPORT

The Covenantee and the Company agree that, subject to any exception
provided for in the Corporations Law or granted or approved by the
Australian Securities commission, full particulars of the Company's
indemnities and insurance premiums in relation to the Covenantee will be
included each year in the Directors' report in compliance with the
requirements of the Corporations Law.

IX. NOTIFICATION OF DOCUMENTS

A. NOTIFICATION OF CLAIM

The Covenantee must notify the Company in writing as soon as reasonably
practicable after becoming aware of any claim or proceeding which gives
rise or could give rise to a liability of the Company to the Covenantee
(CLAIM) and must not settle or compromise the Claim or make any
admission or payment in relation to the Claim without the prior written
consent of the Company.

B. NOTIFICATION OF INSURER

If the Covenantee gives a notice under Clause IX.A to the Company, the
Company must promptly give to the insurer referred to in clause VI a
written notice in substantially the same terms and which complies with
the terms and conditions of the insurance contract procured by the
Company.

<PAGE> 6

X. MAINTENANCE OF DOCUMENTS

The Company must keep and maintain in chronological order a complete set
of all Documents during the period of time the Covenantee is an Officer.
The company secretary from time to time of the Company will have the
responsibility of maintaining this set of Documents and ensuring that
the Documents are kept in safe and secure custody.

XI. ACCESS TO DOCUMENTS

A. COMPANY TO ALLOW ACCESS

The Company must:

1. during the period during which the Covenantee is an Officer; and

2. for a period of 7 years following the date the Covenantee ceased to
be an Officer;

allow the Covenantee to have access to, and to make a copy of, at the
expense of the Company, Documents which the Covenantee would have had
access to during the period of time the Covenantee was an Officer;

B. REQUEST FOR ACCESS

If the Covenantee wishes to have access to Documents as referred to in
clause XI.A above, the Covenantee must deliver to the company secretary
from time to time of the Company a written request for such access. A
request may specify particular Documents which the Covenantee wishes to
have access to or the request may specify Documents by reference to
type, date or by a general description. A request must include reasons
for or the purpose for which the Covenantee wishes to have access to the
Documents.

C. RESPONSIBILITY OF COMPANY SECRETARY

The Company must ensure that the company secretary from time to time of
the Company will have the responsibility of:

1. making arrangements with the Covenantee for the giving of access to
the set of Documents maintained under clause X;

2. ensuring that following receipt of a written request for access
pursuant to clause XI.B above, access to Documents under clause XI.A
above is given within 30 days of receipt of the request, or such
other period as the Covenantee and the company secretary agree; and

3. reporting to the Board all requests for access received by the
company secretary pursuant to paragraph XI.B above.

D. REFUSAL OF ACCESS

The Company must instruct the company secretary of the Company that he
or she may, on the instructions of the Board, refuse access by the
Covenantee to Documents if:

1. access is, at the time of the request for access, determined by the
Board acting reasonably and in good faith, to be prejudicial to the
Company's or the Subsidiary's interests;

2. access is inconsistent with the Covenantee's obligations in this
Deed; and

<PAGE> 7

3. access is requested by the Covenantee at a time during which the
Covenantee and the Company or a Subsidiary are involved in
litigation against each other.

E. RESOURCES

The Company must provide the company secretary with adequate resources
to discharge his responsibilities under clause X and this clause XI.

XII. RIGHT TO KEEP DOCUMENTS

Subject to clause XIII, the Company acknowledges that the Covenantee may
keep and retain possession of any Document given or delivered to the
Covenantee during the time that the Covenantee is an Officer unless:

1. the Company reserved its right to recall the Document when the
Document was delivered or given to the Covenantee and the Company
has in fact recalled the Document;

2. conditions regarding possession or disposal of the Document were
attached to the Document when the Document was delivered or given to
the Covenantee, in which case those conditions shall have effect
according to their terms; or

3. the Document is the subject of legal professional privilege vesting
solely in the Subsidiary Company,

in which cases the Document remains the property of the Subsidiary
Company, as the case requires, and the Covenantee must return the
Document and all copies of it to the Subsidiary Company upon the
Covenantee ceasing to be an Officer.

XIII. PRESERVATION OF CONFIDENTIALITY AND LEGAL PROFESSIONAL PRIVILEGE

A. CONFIDENTIALITY

The Covenantee must keep confidential all confidential information
contained in a Document which the Covenantee has had access to or which
the Covenantee possesses and the Covenantee must not divulge or release
that information to any person other than in the course of seeking legal
advice or as authorised in writing by the Company or as required by an
order of a Court.

B. LEGAL PROFESSIONAL PRIVILEGE

If a Document which the Covenantee has access to or which the Covenantee
possesses is the subject of legal professional privilege to the benefit
of both the Company and the Covenantee the Covenantee must not do any
act or thing or omit to do any act or thing which act or thing or
omission will cause that privilege to be waived, extinguished or lost.

C. NO LIMITATION

Clauses XIII.A and XIII.B shall not be taken to derogate from or to
limit any duty owed by the Covenantee to the Company.

XIV. OTHER RIGHTS

The benefits and rights provided or in favour of the Covenantee under
this Deed shall be construed separately from and shall not derogate from
any other rights which the Covenantee may have under any law, the
Articles of Association of the Company, or otherwise and shall continue
in force and effect during the period referred to in Clause V
notwithstanding any of the events mentioned in that clause.

<PAGE> 8

XV. GOVERNING LAW

This document is governed by, and is to be interpreted in accordance
with, the laws of New South Wales, The parties submit to the
non-exclusive jurisdiction of the courts exercising jurisdiction there.

XVI. SEVERANCE

If any part, being a word, sentence, paragraph or otherwise, of this
document is, or becomes, void or unenforceable, that part is, or will
be, severed from this document so that all parts that are not, or do not
become, void or unenforceable remain in full force and effect and are
unaffected by that severance.

XVII. NOTICES

Any notice given under this Deed:

1. must be in writing addressed to the intended recipient at the
address shown below:

The Company:

James Hardie N.V.
Tripolis 300
Burgerweeshuispad 301
P.O. Box 75084
1070 AB Amsterdam
The Netherlands
Attention:Company Secretary
Fax: 31 20 577 1775

The Covenantee:

or the address last notified by the intended recipient to the
sender;

2. must be signed by a person duly authorised by the sender, and

3. will be taken to have been given when delivered, received or left at
the above address. If delivery or receipt occurs on a day when
business is not generally carried on in the place to which the
notice is sent, or is later than 4pm (local time), it will be taken
to have been duly given at the commencement of business on the next
day when business is generally carried on in that place.

XVIII. NO WAIVER

No failure to exercise and no delay in exercising any right, power or
remedy under this Deed will operate as a waiver. Nor will any single or
partial exercise of any right, power or remedy preclude any other or
further exercise of that or any other right, power or remedy.

XIX. AMENDMENT

This Deed may be amended only by another deed executed by all parties.

<PAGE> 9

EXECUTED AS A DEED )
by Ronald Keith Barton, )
authorised attorney, for and on behalf )
of JAMES HARDIE NV )

- -------------------------------------- --------------------------------------
Witness Signature

- --------------------------------------
Print name

EXECUTED AS A DEED by )
[ ] in the presence of: )

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Witness Signature

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EXHIBIT 21.1

LIST OF SUBSIDIARIES OF JAMES HARDIE N.V.

James Hardie Australia Pty Limited, a company organized under the laws of
Australia

James Hardie Aust. Investments No. 1 Pty Ltd, a company organized under the laws
of Australia

James Hardie Aust. Investments No. 2 Pty Ltd, a company organized under the laws
of Australia

James Hardie Finance BV, a company organized under the laws of The Netherlands

James Hardie Aust. Investco Pty Limited, a company organized under the laws of
Australia

James Hardie Aust. Investco Services Pty Limited, a company organized under the
laws of Australia

James Hardie NZ Investco Trust, a company organized under the laws of New
Zealand

James Hardie Aust. Holdings Pty Limited, a company organized under the laws of
Australia

PT James Hardie Indonesia, a company organized under the laws of Indonesia

James Hardie FC Pty Limited, a company organized under the laws of Australia

James Hardie Building Systems Pty Limited, a company organized under the laws of
Australia

James Hardie Building Systems (Holdings) Pty Limited, a company organized under
the laws of Australia

James Hardie Building Products Inc., a Nevada corporation

James Hardie Fibre Cement Pty Limited, a company organized under the laws of
Australia

James Hardie Gypsum Inc., a Nevada corporation

James Hardie (Holdings) Inc., a Nevada corporation

James Hardie (USA) Inc., a Nevada corporation

James Hardie Credit Corp., a California corporation

James Hardie Inc., a California corporation

James Hardie Research Pty Limited, a company organized under the laws of
Australia

James Hardie Research (Holdings) Pty Limited, a company organized under the laws
of Australia

James Hardie Tech Pty Limited, a company organized under the laws of Australia

James Hardie Windows Pty Limited, a company organized under the laws of
Australia

James Hardie Windows (Holdings) Pty Limited, a company organized under the laws
of Australia

Louvre Properties Pty Ltd, a company organized under the laws of Australia

James Hardie US Investments Sierra Inc., a Nevada corporation

James Hardie US Investments Washoe Inc., a Nevada corporation

James Hardie International Holdings BV, a company organized under the laws of
The Netherlands

James Hardie USA Investments BV, a company organized under the laws of The
Netherlands

James Hardie New Zealand Limited, a company organized under the laws of New
Zealand

James Hardie NZ Holdings Trust, a company organized under the laws of New
Zealand

James Hardie NZ Trustee Limited, a company organized under the laws of New
Zealand

James Hardie Philippines Inc., a company organized under the laws of the
Philippines

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EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form F-1 (File
No. 333-63649) of our report dated May 12, 1998, on our audits of the
consolidated financial statements of James Hardie N.V. and Subsidiaries as of
March 31, 1997 and 1998, and for the three years in the period ended March 31,
1998. We also consent to the reference to our firm under the caption "Experts".

Sydney, Australia
February 8, 1999

/s/ PricewaterhouseCoopers
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PricewaterhouseCoopers