WEDGESTONE FINANCIAL INC, SC 13E3/A, 1998-05-08

WEDGESTONE FINANCIAL INC
SC 13E3/A, 1998-05-08
MOTOR VEHICLE PARTS & ACCESSORIES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13E-3

(Amendment No. 3)

RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

WEDGESTONE FINANCIAL

(Name of the Issuer)

WEDGESTONE FINANCIAL
JCS MANAGEMENT CO., INC.
PFG CORP.
RAB MANAGEMENT CORP.
JMS HOLDINGS CO., INC.
STOCKWOOD LLC

(Name of Person(s) Filing Statement)

SHARES OF BENEFICIAL INTEREST, $1.00 PAR VALUE PER SHARE

(Title of Class of Securities)

948900 10 5

(CUSIP Number of Class of Securities)

David L. Sharp
President
Wedgestone Financial
5200 N. Irwindale Avenue, Suite 168
Irwindale, California 91706
818-338-3555

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications Behalf of Person(s) Filing Statement)

WITH COPIES TO:

Kevin L. Crudden
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, Minnesota 55402

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This statement is filed in connection with (check the appropriate box):

a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of
1933.

c. [X] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:

[X]

[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(a)(2) AND IDENTIFY
THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE
PREVIOUS FILING AND REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE
AND THE DATE OF FILING.

AMOUNT PREVIOUSLY PAID: $1,104.000
FORM OR REGISTRATION NO.: SCHEDULE 13E-4
FILING PARTY: WEDGESTONE FINANCIAL
DATE FILED: FEBRUARY 24, 1998

Exhibit Index is located on Page 10.

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INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by Wedgestone Financial, a Massachusetts business trust
(the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended and Rule 13e-3 thereunder in connection with the tender offer
by the Company for all of its issued and outstanding shares of beneficial
interest, $1.00 par value (the "SBI") (the "Public Shareholders") upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
May 8, 1998 (the "Offer to Purchase") and the related Letter of Transmittal
(which together with the Offer to Purchase constitute the "Offer"), copies of
which are filed as Exhibits (d) (1) and (d) (2) hereto respectively.

The following Cross-Reference Sheet prepared pursuant to General
Instruction F to Schedule 13E-3 shows the location in the Issuer Tender Offer
Statement on Schedule 13E-4 filed by the Company (the "Schedule 13E-4") with the
Securities and Exchange Commission on the date hereof of the information
required to be included in this Schedule 13E-3. The information set forth in
Schedule 13E-4, including all Exhibits thereto, is expressly incorporated herein
by reference as set forth in the Cross-Reference Sheet and the responses in this
Schedule 13E-3, and such responses are qualified in their entirety by reference
to the information contained in the Offer to Purchase and the annexes thereto.

CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 13E-4
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<S> <C>
Item 1(a). . . . . . . . . . . . . . . . . . . . . Item 1(a) and (b)
Item 1(b). . . . . . . . . . . . . . . . . . . . . Item 1(b)
Item 1(c). . . . . . . . . . . . . . . . . . . . . Item 1(c)
Item 1(d). . . . . . . . . . . . . . . . . . . . . *
Item 1(e). . . . . . . . . . . . . . . . . . . . . *
Item 1(f). . . . . . . . . . . . . . . . . . . . . *
Item 2(a). . . . . . . . . . . . . . . . . . . . . *
Item 2(b). . . . . . . . . . . . . . . . . . . . . *
Item 2(c). . . . . . . . . . . . . . . . . . . . . *
Item 2(d). . . . . . . . . . . . . . . . . . . . . *
Item 2(e). . . . . . . . . . . . . . . . . . . . . *
Item 2(f). . . . . . . . . . . . . . . . . . . . . *
Item 2(g). . . . . . . . . . . . . . . . . . . . . *
Item 3(a). . . . . . . . . . . . . . . . . . . . . *

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<PAGE>

Item 3(b). . . . . . . . . . . . . . . . . . . . . *
Item 4(a). . . . . . . . . . . . . . . . . . . . . *
Item 4(b). . . . . . . . . . . . . . . . . . . . . Item 5
Item 5 . . . . . . . . . . . . . . . . . . . . . . Item 3
Item 6(a). . . . . . . . . . . . . . . . . . . . . Item 2(a)
Item 6(b). . . . . . . . . . . . . . . . . . . . . *
Item 6(c). . . . . . . . . . . . . . . . . . . . . Item 2(b)
Item 6(d). . . . . . . . . . . . . . . . . . . . . *
Item 7(a). . . . . . . . . . . . . . . . . . . . . Item 3
Item 7(b). . . . . . . . . . . . . . . . . . . . . *
Item 7(c). . . . . . . . . . . . . . . . . . . . . *
Item 7(d). . . . . . . . . . . . . . . . . . . . . *
Item 8 . . . . . . . . . . . . . . . . . . . . . . *
Item 9 . . . . . . . . . . . . . . . . . . . . . . *
Item 10(a) . . . . . . . . . . . . . . . . . . . . *
Item 10(b) . . . . . . . . . . . . . . . . . . . . *
Item 11. . . . . . . . . . . . . . . . . . . . . . Item 5
Item 12(a) . . . . . . . . . . . . . . . . . . . . *
Item 12(b) . . . . . . . . . . . . . . . . . . . . *
Item 13. . . . . . . . . . . . . . . . . . . . . . *
Item 14. . . . . . . . . . . . . . . . . . . . . . Item 7
Item 15(a) . . . . . . . . . . . . . . . . . . . . *
Item 15(b) . . . . . . . . . . . . . . . . . . . . Item 6
Item 16. . . . . . . . . . . . . . . . . . . . . . *
Item 17. . . . . . . . . . . . . . . . . . . . . . Item 9
------------------------------------------------------------------
</TABLE>
*The Item is located in Schedule 13E-3 only.

ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a)-(c) The response to Item 1(a)-(c) of Schedule 13E-4 is incorporated
herein by reference and the information set forth in the Offer to
Purchase under "The Tender Offer -- Section 6. Price Range of
Shares; Dividends" is incorporated herein.

(d) The information set forth in the Offer to Purchase under "The
Tender Offer -- Section 6. Price Range of Shares; Dividends" is
incorporated herein by reference.

(e) Not applicable.

(f) Not applicable.

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ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) This Statement is filed by the issuer of the equity securities
that are the subject of the Rule 13e-3 transaction. The response
to Item 1(a) of the Schedule 13E-4 is incorporated herein by
reference. The information set forth in Schedule I to the Offer
to Purchase is incorporated herein by reference.

(e)-(f) During the last five years, neither the Company nor, to the best
knowledge of the Company, any trustee or executive officer of the
Company (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining
further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
laws.

(g) The citizenship of the trustees and executive officers of the
Company are set forth in Schedule I to the Offer to Purchase and
are incorporated herein by reference.

ITEM 3. PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS.

(a) Not applicable.

(b) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer" is
incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the Offer to Purchase on the cover
page thereof and under "Introduction," "Special Factors --
Purpose and Background of the Offer; Certain Effects of the
Offer; Plans of the Company after the Offer," "The Tender Offer
-- Section 1. Terms of the Offer; Expiration Date," "The Tender
Offer -- Section 2. Acceptance for Payment and Payment for
Shares," "The Tender Offer -- Section 3. Procedures for
Accepting the Offer and Tendering Shares," "The Tender Offer --
Section 4. Withdrawal Rights," "The Tender Offer -- Section 9.
Dividends and Distributions," "The Tender Offer -- Section 11.
Certain Conditions of the Offer," "The Tender Offer -- Section
12. Certain Legal Matters and Regulatory Approvals" and "The
Tender Offer -- Section 14. Miscellaneous" is incorporated
herein by reference.

(b) The response to Item 5 of the Schedule 13E-4 is incorporated
herein by reference.

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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a)-(g) The response to Item 3 of the Schedule 13E-4 is incorporated
herein by reference.

ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) and (c) The response to Item 2 of the Schedule 13E-4 is incorporated
herein by reference.

(b) The information set forth in the Offer to Purchase in "Special
Factors -- Fees and Expenses" and "The Tender Offer -- Section
13. Fees and Expenses" is incorporated herein by reference.

(d) Not applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a)-(d) The response to Item 3 of the Schedule 13E-4 is incorporated
herein by reference. The information set forth in the Offer to
Purchase under "Special Factors -- Opinion of Commonwealth
Associates" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(f) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Background of the
Offer; Certain Effects of the Offer; Plans of the Company after
the Offer" and "Special Factors -- Recommendation of the
Company's Board; Fairness of the Offer," and "Special Factors --
Opinion of Commonwealth Associates," is incorporated herein by
reference.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a)-(c) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer,"
"Recommendation of the Company's Board; Fairness of the Offer,"
"Special Factors -- Opinion of Commonwealth Associates," "The
Tender Offer -- Section 8. Financing the Offer" and in
Schedule II is incorporated by reference herein.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) The information set forth in the Offer to Purchase under "Special
Factors -- Beneficial Ownership of SBI" and Schedule I is
incorporated herein by reference.

(b) Not applicable.

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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The response to Item 5 of the Schedule 13E-4 is incorporated herein by
reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.

(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Background of the
Offer; Certain Effect of the Offer; Plans of the Company after
the Offer," "Special Factors -- Recommendation of the Company's
Board; Fairness of the Offer," "Special Factors -- Interests of
Certain Persons in the Offer and the Merger" and "Special Factors
-- Beneficial Ownership of SBI" is incorporated herein by
reference.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in the Offer to Purchase under "Special
Factors -- Rights of Shareholders in the Event of Merger" and in
Schedule III is incorporated herein by reference.

(b) Not applicable.

ITEM 14. FINANCIAL INFORMATION.

(a) The information set forth in the Offer to Purchase under "The
Tender Offer -- Section 7. Certain Information Concerning the
Company" is incorporated herein by reference.

In addition, the Company's audited financial statements as of
December 31, 1997 and December 31, 1996 and for each of the three
years in the period ended December 31, 1997 are included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1997 which is attached to the Offer to Purchase as Schedule
IV and incorporated herein by reference.

(b) The information set forth in the Offer to Purchase and "The
Tender Offer -- Section 7. Certain Information Concerning the
Company," is incorporated herein by reference.

-7-
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer," "Special
Factors -- Recommendation of the Company's Board; Fairness of the
Offer and Merger," "The Tender Offer -- Section 8. Financing of
the Offer and the Merger," and "The Tender Offer -- Section 10.
Effect of the Offer on the Market for the Shares; Nasdaq
Quotation and Exchange Act Registration" is incorporated herein
by reference.

(b) The response to Item 6 of the Schedule 13E-4 is incorporated
herein by reference.

ITEM 16. ADDITIONAL INFORMATION.

The response to Item 8(e) of the Schedule 13E-4 is incorporated herein by
reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

(a) Commitment Letter between the Company and The CIT Group/Credit
Finance, Inc. dated February 18, 1998.

(b)(1) Opinion of Commonwealth Associates dated January 30, 1998.

(b)(2) Report of Commonwealth Associates dated January 14, 1998.

(b)(3) Report of Commonwealth Associates dated January 30, 1998.

(d)(1) Form of the Offer to Purchase dated April __, 1998.

(d)(2) Form of the Letter of Transmittal.

(d)(3) Form of Notice of Guaranteed Delivery.

(d)(4) Form of Letter from Innisfree M&A Incorporated to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees to
Clients.

(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.

(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

(d)(7) Press Release issued by the Company on February 9, 1998.

(e) Summary of Shareholder Appraisal Rights and Sections 85-98 of the
Massachusetts Business Corporation Law.

(f) Independent Auditor's Consent.

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<PAGE>

(f) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: May 8, 1998

WEDGESTONE FINANCIAL

By: /s/ David L. Sharp
-------------------------
Name: David L. Sharp
Title: President

JCS MANAGEMENT CO., INC.

By: /s/ John C. Shaw
-------------------------
Name: John C. Shaw
Title: President

PFG CORP.

By: /s/ James J. Pinto
-------------------------
Name: James J. Pinto
Title: President

RAB MANAGEMENT CORP.

By: /s/ Richard A. Bartlett
-------------------------
Name: Richard A. Bartlett
Title: President

JMS HOLDINGS CO., INC.

By: /s/ Jerry M. Seslowe
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Name: Jerry M. Seslowe
Title: President

STOCKWOOD LLC

By: /s/ John C. Shaw
-------------------------
Name: John C. Shaw
Title: Manager

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EXHIBIT INDEX

PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. SYSTEM
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(a) Commitment Letter between
the Company and The CIT GRoup/Credit Finance, Inc.
dated February 18, 1998(1)

(b)(1) Opinion of Commonwealth Associates dated January 30, 1998* . . . .

(b)(2) Report of Commonwealth Associates dated January 14, 1998

(b)(3) Report of Commonwealth Associates dated January 30 , 1998(1)

(d)(1) Form of the Offer to Purchase dated May 8, 1998 . . . . . . . .

(d)(2) Form of the Letter of Transmittal(1)

(d)(3) Form of Notice of Guaranteed Delivery(1)

(d)(4) Form of Letter from Innisfree M&A Incorporated to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees to Clients(1)

(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients(1)

(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9(1)

(d)(7) Press Release issued by the Company on February 9, 1998(1)

(e) Summary of Shareholder Appraisal Rights and Sections 85-98 of the
Massachusetts Business Corporation Law** . . . . . . . . . . . . .

(f) Independent Auditor's Consent . . . . . . .. . . . . . . . . . . .

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* Attached to Form of the Offer to Purchase dated May 8, 1998 as
Schedule II.

** Attached to Form of the Offer to Purchase dated May 8, 1998 as
Schedule III.

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(1) Previously filed.

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OFFER TO PURCHASE FOR CASH

Offer by
Wedgestone Financial to purchase for cash
its Outstanding Shares of Beneficial Interest, $1.00 par value,

at
$0.67 net per share

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON JUNE 9, 1998
UNLESS THE OFFER IS EXTENDED.

Wedgestone Financial, a Massachusetts business trust (the "Company"),
hereby offers to purchase its issued and outstanding shares of beneficial
interest, $1.00 par value (the "SBI"), held by persons or entities that own SBI
(the "Public Shareholders") other than JCS Management Co., Inc., PFG Corp., RAB
Management Corp. and JMS Holdings Co., Inc. (collectively, the "Investors" and
together with Stockwood LLC and certain members of the Company's management, the
"Remaining Shareholders") at $0.67 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in this
Offer to Purchase (the "Offer to Purchase") and in the related Letter of
Transmittal, which together with this Offer to Purchase constitutes the "Offer."

The Offer is not conditioned upon any minimum number of SBI owned by the
Public Shareholders (the "Shares") being tendered. The Offer is, however,
subject to certain other conditions. See "The Tender Offer - Section 11.
Certain Conditions of the Offer."

THE BOARD OF TRUSTEES OF THE COMPANY, BY UNANIMOUS VOTE OF ALL TRUSTEES
PRESENT AND VOTING, BASED UPON, AMONG OTHER THINGS, THE UNANIMOUS RECOMMENDATION
AND APPROVAL OF THE TRUSTEES OF THE COMPANY WHO ARE NOT OFFICERS OF THE COMPANY
(THE "INDEPENDENT TRUSTEES"), HAS DETERMINED THAT THE OFFER IS FAIR TO, AND IN
THE BEST INTERESTS OF, THE PUBLIC SHAREHOLDERS, AND RECOMMENDS THAT THE PUBLIC
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

The SBI are traded in the over-the-counter market and are quoted on the
OTC Bulletin Board Service ("OTCBB") of The Nasdaq Stock Market, Inc. under
the ticker symbol "WDGF." On February 6, 1998, the last trading day before
the Company announced the Offer, the last reported bid price was $0.35 per
share.

SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THE SHARES.

<PAGE>

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

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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

THE INFORMATION AGENT FOR THE OFFER IS
INNISFREE M&A INCORPORATED.

May 8, 1998

IMPORTANT

ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S
SHARES SHOULD EITHER (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A
FACSIMILE THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF
TRANSMITTAL AND MAIL OR DELIVER IT AND ANY OTHER REQUIRED DOCUMENTS TO THE
DEPOSITARY AND EITHER DELIVER THE CERTIFICATE(S) EVIDENCING THE TENDERED SHARES
TO THE DEPOSITARY ALONG WITH THE LETTER OF TRANSMITTAL OR DELIVER SUCH SHARES
PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN "THE TENDER OFFER
- -- SECTION 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" OR (2)
REQUEST SUCH SHAREHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO EFFECT THE TRANSACTION FOR SUCH SHAREHOLDER. ANY SHAREHOLDER
WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH SHAREHOLDER DESIRES TO TENDER SUCH
SHARES.

ANY SHAREHOLDER WHO DESIRES TO TENDER SHARES AND WHOSE CERTIFICATES
EVIDENCING SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH
THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS, MAY TENDER SUCH SHARES
BY FOLLOWING THE PROCEDURE FOR GUARANTEED DELIVERY SET FORTH IN "THE TENDER
OFFER -- SECTION 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES."

QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS
OFFER TO PURCHASE. ADDITIONAL COPIES OF THIS OFFER TO PURCHASE, THE LETTER OF
TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY ALSO BE OBTAINED FROM THE
INFORMATION AGENT OR FROM BROKERS, DEALERS, COMMERCIAL BANKS OR TRUST COMPANIES.

2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Purpose and Background of the Offer; Certain Effects of the
Offer; Plans of the Company after the Offer. . . . . . . . . . . . . 3
2. Rights of Shareholders in the Event of Merger. . . . . . . . . . . . 8
3. Recommendation of the Company's Board; Fairness of the Offer . . . . 9
4. Opinion of Commonwealth Associates . . . . . . . . . . . . . . . . .11
5. Interests of Certain Persons in the Offer and the Merger . . . . . .13
6. Beneficial Ownership of SBI. . . . . . . . . . . . . . . . . . . . .14
7. Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .15

THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
1. Terms of the Offer; Expiration Date. . . . . . . . . . . . . . . . .16
2. Acceptance for Payment and Payment for Shares. . . . . . . . . . . .17
3. Procedures for Accepting the Offer and Tendering Shares. . . . . . .18
4. Withdrawal Rights. . . . . . . . . . . . . . . . . . . . . . . . . .21
5. Certain Federal Income Tax Consequences. . . . . . . . . . . . . . .22
6. Price Range of Shares; Dividends . . . . . . . . . . . . . . . . . .22
7. Certain Information Concerning the Company . . . . . . . . . . . . .23
8. Financing of the Offer and the Merger. . . . . . . . . . . . . . . .29
9. Dividends and Distributions. . . . . . . . . . . . . . . . . . . . .29
10. Effect of the Offer on the Market for the Shares;
Quotation and Exchange Act Registration. . . . . . . . . . . . . . .30
11. Certain Conditions of the Offer. . . . . . . . . . . . . . . . . . .30
12. Certain Legal Matters and Regulatory Approvals . . . . . . . . . . .31
13. Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .33
14. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . .33

SCHEDULE I - Directors and Executive Officers of the Company . . . . . . I-1

SCHEDULE II - Opinion of Commonwealth Associates. . . . . . . . . . . . . II-1

SCHEDULE III - Summary of Shareholder Appraisal Rights and Text of
Sections 85-98 of the Massachusetts Business Corporation
Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1

SCHEDULE IV - Annual Report on Form 10-K of the Company for the
year ended December 31, 1997. . . . . . . . . . . . . . . . IV-1

</TABLE>

<PAGE>

To the Public Shareholders of Wedgestone Financial:

INTRODUCTION

Wedgestone Financial, a Massachusetts business trust (the "Company"),
hereby offers to purchase its issued and outstanding shares of beneficial
interest, $1.00 par value (the "SBI") held by persons or entities that own
the SBI (the "Public Shareholders") other than JCS Management Co., Inc., PFG
Corp., RAB Management Corp. and JMS Holdings Co., Inc. (collectively, the
"Investors" and together with Stockwood LLC and certain members of the
Company's management, the "Remaining Shareholders") at $0.67 per Share, net
to the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in this Offer to Purchase (the "Offer to Purchase") and
in the related Letter of Transmittal, which together with this Offer to
Purchase constitutes the "Offer."

Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes with respect to the Company's purchase
of the SBI held by the Public Shareholders (the "Shares") pursuant to this
Offer. The Company will pay all charges and expenses of BankBoston, N.A.
(the "Depositary") and Innisfree M&A Incorporated (the "Information Agent")
incurred in connection with the Offer. See "Special Factors -- Fees and
Expenses" and "The Tender Offer -- Section 13. Fees and Expenses."

The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See "The
Tender Offer -- Section 11. Certain Conditions of the Offer," which sets forth
in full the conditions of the Offer.

At December 31, 1997, there were (a) 21,885,668 SBI issued and outstanding,
(b) no SBI held in the treasury of the Company, (c) 814,300 SBI reserved for
future issuance to employees pursuant to outstanding employee stock options and
(d) 30,000 SBI reserved for future issuance pursuant to warrants. Prior to the
announcement of the Offer, there were approximately 3,000 holders of record of
the issued and outstanding SBI. Pursuant to the Offer, the Company seeks to
acquire approximately 8,246,484 SBI which are held by the Public Shareholders,
together with any SBI that may be acquired by employees upon the exercise of
employee stock options. The Remaining Shareholders, who own 13,639,184 SBI, or
approximately 62.3% of the outstanding SBI, have informed the Company that they
do not intend to tender any SBI owned by them pursuant to the Offer.

The purpose of the Offer is (i) to provide the Public Shareholders with
liquidity for their SBI by enabling them to sell their SBI at a fair price and
at a premium over recent market prices and (ii) to enable the Remaining
Shareholders to retain the entire equity interest in the Company. Following the
completion of the Offer, the Remaining Shareholders will acquire any remaining
equity interest in the Company not then owned by the Remaining Shareholders by
effecting the Merger described below.

If less than all of the Shares owned by the Public Shareholders are
tendered pursuant to the Offer, the Company will enter into a merger agreement
or other form of business combination with

<PAGE>

an entity to be formed, which will be wholly owned by the Remaining
Shareholders (the "Merger"). If necessary, the Company will seek shareholder
approval of the Merger in accordance with applicable laws. The Remaining
Shareholders, who currently own 62.3% of the outstanding SBI, intend to vote
all of their SBI in favor of the Merger if a shareholder vote is required.
Accordingly, if at least 1,423,142 Shares are tendered pursuant to the Offer,
the Remaining Shareholders will own more than 66 2/3% of the outstanding SBI
and approval of the Merger will be assured. It is contemplated that the
consideration payable to the Public Shareholders in the Merger will be cash
in an amount equal to the Offer Price. After the Merger, there will be no
Public Shareholders of the Company, the SBI will not be listed for quotation
by on the OTCBB, and the registration of the SBI under the Securities
Exchange Act of 1934 (the "Exchange Act") will be terminated. The net result
of the Offer and the Merger will be that the Company will become a private
company, the shares of which will be owned 100% by the Remaining
Shareholders. See "The Tender Offer -- Section 10. Effect of the Offer on
the Market for the Shares, on the OTCBB Quotation and Exchange Act
Registration."

The Offer is intended to afford shareholders the opportunity to sell
their SBI in light of the current relative illiquidity of the Shares.
Management believes that the public trading market for the SBI has been and
will continue to be characterized by low prices and low trading volumes. As a
result there is a limited market for the SBI. Low trading volumes make it
difficult for shareholders to sell large blocks of SBI. Low prices mean
shareholders who wish to sell a small number of SBI will receive only a
nominal return after payment of commissions.

The Independent Committee has received the written opinion of
Commonwealth Associates ("Commonwealth Associates") that a cash consideration
of $0.65 net per share to the Public Shareholders is fair to such
shareholders from a financial point of view. See "Special Factors -- Opinion
of Commonwealth Associates" for further information concerning the opinion of
Commonwealth Associates.

THE BOARD OF TRUSTEES OF THE COMPANY (THE "BOARD"), BY UNANIMOUS VOTE OF
ALL TRUSTEES PRESENT AND VOTING, BASED UPON, AMONG OTHER THINGS, THE UNANIMOUS
RECOMMENDATION AND APPROVAL OF THE TRUSTEES OF THE COMPANY WHO ARE NOT OFFICERS
OF THE COMPANY (THE "INDEPENDENT TRUSTEES"), HAS DETERMINED THAT THE OFFER IS
FAIR TO, AND IN THE BEST INTERESTS OF, THE PUBLIC SHAREHOLDERS, AND RECOMMENDS
THAT THE PUBLIC SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.

The Company has filed with the Securities and Exchange Commission (the
"Commission") an Issuer Tender Offer Statement on Schedule 13E-4 (the
"Schedule 13E-4").

SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE
SHARES.

<PAGE>

The Company was organized in 1980, commenced operations as a real estate
investment trust under the Internal Revenue Code of 1986, as amended, and
continued those operations through December 31, 1991. On August 9, 1991,
Wedgestone filed a petition with the United States Bankruptcy Court for the
District of Massachusetts' Eastern Division (the "Bankruptcy Court") under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy
Proceeding"). After filing the Bankruptcy Proceeding, the Company approached
the Investors to obtain their participation in a reorganization plan. The
reorganization plan as developed provided for the Investors to receive
approximately a 47% interest in the Company in exchange for a 100% interest
in St. James Automotive Corp. ("St. James"), a manufacturer of automotive
accessories for the light duty truck market which was wholly owned indirectly
by the Investors. Wedgestone's resultant plan of reorganization (the "Plan")
was confirmed by the Bankruptcy Court on May 5, 1992. The Plan became
effective on August 3, 1992.

In November 1994, the Company acquired the automotive business segment of
Standun, Inc. ("Standun"), a corporation owned by the Investors. This business
consisted of Fey Automotive Products, Inc. and Sigma Plating Co., Inc. In
connection with this transaction, Standun received, among other things,
6,795,223 SBI, which were subsequently sold to Stockwood LLC, an entity owned by
the Investors.

This Offer to Purchase and the accompanying documents contain information
required to be disclosed by the Exchange Act and the rules and regulations
promulgated thereunder, including financial information regarding the Company, a
description of the terms, conditions and background of the Offer, and the
procedures for tendering Shares for purchase.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.

SPECIAL FACTORS

1. PURPOSE AND BACKGROUND OF THE OFFER; CERTAIN EFFECTS OF THE OFFER;
PLANS OF THE COMPANY AFTER THE OFFER.

If less than all of the Shares owned by the Public Shareholders are
tendered pursuant to the Offer, the Company intends to enter into a merger
agreement or other form of business combination with an entity to be formed,
which will be wholly owned by the Remaining Shareholders. If necessary, the
Company will seek shareholder approval of the Merger in accordance with
applicable laws. The Remaining Shareholders, who currently own 62.3% of the
outstanding SBI, intend to vote all of their SBI in favor of the Merger if a
shareholder vote is required. Accordingly, if at least

3
<PAGE>

1,423,142 Shares are tendered pursuant to the Offer, the Remaining
Shareholders will own more than 66 2/3% of the outstanding SBI and approval
of the Merger will be assured. It is contemplated that the consideration
payable to the Public Shareholders in the Merger will be cash in an amount
equal to the Offer Price. After the Merger, there will be no Public
Shareholders of the Company, the SBI will not be listed for quotation on the
OTCBB, and the registration of the SBI under the Securities Exchange Act of
1934 (the "Exchange Act") will be terminated. The net result of the Offer
and the Merger will be that the Company will become a private company, the
shares of which will be owned by 100% of the Remaining Shareholders. See
"The Tender Offer -- Section 10. Effect of the Offer on the Market for the
Shares, Quotation and Exchange Act Registration."

The Offer is intended to afford shareholders the opportunity to sell their
SBI in light of the current relative illiquidity of the Shares. Management
believes that the public trading market for the SBI has been and will continue
to be characterized by low prices and low trading volumes. As a result there is
a limited market for the SBI. Low trading volumes make it difficult for
shareholders to sell large blocks of SBI. Low prices mean shareholders who wish
to sell a small number of SBI will receive only a nominal return after payment
of commissions

Consummation of the Offer and the Merger will permit the Remaining
Shareholders to receive all of the benefits that result from ownership of the
entire equity interest in the Company. Such benefits include management and
investment discretion with regard to the future conduct of the business of the
Company, the benefits of the profits generated by operations and any increase in
the Company's value. Similarly, the Remaining Shareholders will also bear the
risk of any decrease in the value of the Company.

Consummation of the Offer and the Merger will allow the Remaining
Shareholders to recapitalize the Company by increasing its debt to equity ratio,
thereby leveraging their equity investment to a degree that might not be
appropriate for Wedgestone as a public company. Such high leveraging entails
high risk to equity investors. Furthermore, high leveraging and associated high
debt service costs may have an adverse effect on earnings and the market price
of the SBI.

Under Massachusetts law, the approval of the Board and the affirmative
vote of the holders of 66 2/3% of the outstanding SBI are required to approve
the Merger through a meeting of the shareholders. The Board has approved the
Merger, and, unless the Merger is consummated pursuant to the short-form
merger provisions of Massachusetts law as described below, the only other
required corporate action by the Company is the approval and adoption of the
Merger by the affirmative vote of the holders of at least 66 2/3% of the SBI.
If 1,423,142 or more Shares are tendered pursuant to the Offer, the
Remaining Shareholders will have sufficient voting power to cause the
approval and adoption of the Merger immediately after the Offer, without the
affirmative vote of other shareholders of the Company.

Under the Massachusetts general laws with respect to business trusts and
the Massachusetts Business Corporation Law ("MBCL"), an entity which owns 90%
or more of the outstanding shares of another entity may effect a merger with
such other entity without submitting the merger to a vote of shareholders of
the other entity (a "short-form merger"). Accordingly, if the Remaining
Shareholders own 90% or more of the SBI that remain outstanding after
completion of the Offer, the Merger may be effected as a short-form merger,
without a vote of the Company's shareholders. In such event, the Remaining
Shareholders and the Company have agreed to take all necessary and
appropriate action to cause the Merger to become effective in accordance with
the MBCL as promptly as practicable after consummation of the Offer, without
a meeting of the shareholders of the Company.

4
<PAGE>

If, however, the percentage of ownership of the Remaining Shareholders after
completion of the Offer is less than 90% of the SBI then outstanding, a vote
of the Company's shareholders will be required under the applicable laws, and
a significantly longer period of time may be required to effect the Merger.
See "Special Factors - Rights of Shareholders in the Event of a Merger."
Following consummation of the Offer and the Merger, the Shares will no longer
be quoted on the OTCBB and the registration of the Shares under the Exchange
Act will be terminated. Accordingly, following the Merger, there will be no
publicly traded equity securities of the Company outstanding and the Company
will no longer be required to file periodic reports with the Commission. See
"The Tender Offer - Section 11. Effect of the Offer on the Market for
Shares; Quotation and Exchange Act Registration."

All Shares purchased in the Offer will be held in the treasury of the
Company until the completion of the Merger, if necessary, at which time the
Shares will be retired by the taking of all required corporate action and
filings with the office of the Massachusetts Secretary of State.

Since June 15, 1992, when the Investors acquired a significant ownership
position in the Company, the Investors believe that the public market has not
responded to sustained profitability of the Company, and the SBI have remained
very thinly traded and have provided little liquidity for shareholders,
particularly those shareholders with larger equity positions in the Company.

Reversion of the Company to private ownership will eliminate the
substantial general and administrative costs attendant to the Company's
status as a reporting company under the Exchange Act. In addition to the
time expended by Company management, the legal, accounting and other expenses
involved in the preparation of annual and other periodic reports are
considerable. The Company estimates that its total out-of-pocket expenses
associated with maintaining its public status are approximately $125,000 per
year. These costs include the preparation of periodic reports to the
Securities and Exchange Commission (such as Form 10-K and Form 10-Q), legal
and accounting fees relating to such matters, annual fees for the Company's
transfer agent and costs of maintaining director and officer insurance. These
costs do not include the salaries and time of employees of the Company who
devote time to these matters.

Additionally, the Company's management believes that required public disclosures
under the Exchange Act have given its competitors, who are not similarly
burdened, certain information and insights about the Company's operations which
have helped them in competing with the Company.

The Company has been unable to utilize the SBI effectively for
acquisitions, financing, or employee incentives because of (i) its low market
price and low trading volume and (ii) limitations that would be imposed on the
use of net operating loss carryforwards after the issuance of additional shares,
and so has been unable to realize the principal benefits of public ownership.

For these reasons, the Remaining Shareholders informed the Board of
Directors of the Company (the "Board") on October 7, 1997 that they desired to
convene a meeting of the Board on October 15, 1997 for the purpose of further
exploring the feasibility of a "going private" transaction. In subsequent
conversations with the Company's principal lender, the Remaining Shareholders
discussed the possibility of providing financing to the Company for such a
transaction.

At the October 15, 1997 Board meeting, a general discussion was held
concerning the proposed transaction, and the Board determined that the
proposed transaction should be explored and formed a committee of independent
directors consisting of John J. Doran, Jeffrey A. Oberg and Jeffrey S.
Goldstein (the "Independent Committee"). Counsel to the Company discussed
the process involved in a "going private" transaction and explained to the
Board the fiduciary duties of the members of the Independent Committee to the
Public Shareholders. The Independent Committee was given the authority to
select a reputable and experienced brokerage firm to render a fairness
opinion to the Independent Committee relating to the proposed transaction.
The Remaining Shareholders subsequently orally indicated that they were
willing to commit to a transaction at an offer price of $0.65 per Share, net
to the seller in cash.

5
<PAGE>

At a meeting held on October 15, 1997, the Independent Committee
reviewed and evaluated the factors leading up to the Company's decision to
propose the possibility of "going private." These factors included the
costs to the Company of being a public entity, the lack of an active trading
market for the SBI and the lack of liquidity for shareholders. The
Independent Committee also reviewed the Company's financial condition, the
condition of the automotive aftermarket industry in which the Company
participates and recent downward trends in the bumper market, the Company's
historical core business segment. The Independent Committee also discussed
that the Company had indicated that it would need to diversify its product
lines and markets and therefore would develop this strategy both internally
and through seeking future acquisitions. The Independent Committee
considered, based on management reports, that the Company would not be able
to use its SBI to finance future acquisitions and was unlikely to be able to
raise additional cash to finance future acquisitions through the sale of SBI.

On November 24, 1997 and December 5, 1997, the Independent Committee met
to discuss, among other things, the engagement of an investment banker to
serve as financial advisor to the Independent Committee. The Independent
Committee solicited proposals from investment banks regarding their interest
in serving as financial advisor to the Independent Committee in connection
with the evaluation of the Offer. On December 8, 1997, the Independent
Committee decided to retain Commonwealth Associates as its exclusive
financial advisor to render an opinion as to the fairness of the
consideration in the proposed transaction. Commonwealth Associates was
selected based on its proposal and its experience in evaluating similar kinds
of transactions. The terms of the engagement of Commonwealth Associates by
the Independent Committee were finalized by a letter agreement dated December
24, 1997.

No limitations were imposed by the Independent Committee, the Board of
Directors or management of the Company on Commonwealth Associates with respect
to the investigation made, or the procedures followed in rendering the fairness
opinion; however, Commonwealth Associates' assignment did not include
investigating or pursuing any other parties interested in acquiring control of
the Company, and Commonwealth Associates did not solicit any offers for the
acquisition of the Company because the Independent Committee instructed
Commonwealth Associates that the Remaining Shareholders were unwilling to
consider a sale of their interest in the Company.

Because of the appointment of the Independent Committee and the engagement
of Commonwealth Associates to render a fairness opinion, the Independent
Committee did not consider it necessary to retain any other unaffiliated
representative to act solely on behalf of the Public Shareholders for the
purpose of negotiating the terms of the Offer.

During the period between the engagement of Commonwealth Associates and
the presentation of its final report to the Independent Committee on January
30, 1998, the Independent Committee received copies of materials provided by
the Company to Commonwealth Associates in connection with its analysis.
During this period, members of the Independent Committee received calls from
Commonwealth Associates with respect to the progress of their work, including
a review of various matters relevant to the deliberations of the Independent
Committee, including the prospects for the Company's bumper business.

A meeting of the Independent Committee was held on January 14, 1998, at
which representatives of Commonwealth Associates presented their preliminary
report to the Independent Committee concerning their opinion as to the
fairness, from a financial point of view, of an initial cash offer of $0.65
per Share to the Public Shareholders, and were questioned by the Independent
Committee concerning the methods used and factors considered by Commonwealth
Associates in rendering the preliminary report. Commonwealth Associates
reported that, in its opinion, the initial offer price of $0.65 per Share was
fair to the Public Shareholders, from a financial point of view. At this
meeting, Commonwealth Associates summarized its valuation analysis with
included valuations based on (a) the Company's historical operating results
and current financial condition, (b) projected discounted net income, (c)
projected discounted cash flow (assuming maintenance of net operating loss
carryforwards) and (d) projected discounted cash flow (assuming full loss of
net operating loss carryforwards). See "Special Factors -- Opinion of
Commonwealth Associates." The Company had been unable to identify to
Commonwealth Associates, and Commonwealth Associates noted that they were
also unable to identify, any public company that could be considered
comparable to the Company for use in preparing its analysis. Nonetheless,
the Independent Committee requested that Commonwealth Associates provide the
analysis of publicly traded companies within the Company's standard
industrial classification code.

The Independent Committee held a meeting with David L. Sharp and Eric H.
Lee, the Company's President and Chief Financial Officer, respectively, on
January 15, 1998 to discuss the assumptions and forecasts provided to, and
relied upon by, Commonwealth Associates in preparing its analysis. The
Independent Committee also questioned management regarding current industry
and market conditions, the potential to pursue other opportunities to
diversify the Company's product line, both internally and through
acquisitions, and the assumptions relating to capital expenditures for
retooling for bumper lines and other matters. Based on those discussions,
management and the Independent Committee determined that certain of the
assumptions included in the forecasts previously supplied to Commonwealth
Associates would need to be corrected or revised. Accordingly, the
Independent Committee requested management to make such corrections or
revisions and to provide the revised information to Commonwealth Associates
for their review and consideration.

The assumptions contained in the preliminary January 14, 1998 report
which were revised in the January 30, 1998 report of Commonwealth Associates
related to (i) the costs of the Offer and (ii) projected capital
expenditures. The January 14, 1998 analysis was based on pro forma statements
that included the expenses and debt service associated with the proposed
Offer. Since the valuation of the Company should be based on the Company's
projected financial performance prior to the Offer, these costs were removed
from consideration in preparing the final report. The January 14, 1998
analysis was based on pro forma financials that included capital expenditures
that were no longer being considered by management. The continued inclusion
of these proposed expenditures was understating forecasted net income and
discounted cash flow. The January 30, 1998 final analysis corrected for this
understatement.

A meeting of the Independent Committee was held on January 30, 1998, at
which representatives of Commonwealth Associates presented their final
report, after consideration and inclusion of the revised assumptions in
connection with the forecasts, to the Independent Committee concerning their
opinion as to the fairness, from a financial point of view, of the initial
cash offer of $0.65 to the Public Shareholders.

6
<PAGE>

On January 30, 1998, the Independent Committee met to discuss the offer
of $0.65 per Share. In light of all of the circumstances of the transaction,
including the lack of comparable company or transaction information, the
Independent Committee determined to negotiate a price of $0.70 per Share for
the benefit of the Public Shareholders. Further, since the Company did not
seek (and the Remaining Shareholders who collectively own 62.3% of the SBI
would not consider a sale to) any third party buyers as an alternative to the
"going private" transaction, the Independent Committee determined that to
ensure a fair procedure for the Remaining Shareholders, that a "clawback
right" for the benefit of the Public Shareholders would be appropriate.

On February 2, 1998, Mr. Goldstein presented the proposal from the
Independent Committee to Mr. Shaw, a representative of the Remaining
Shareholders, together with the reasons for the proposal. Mr. Shaw indicated,
on a preliminary basis, that the Company would consider raising the offer
price above $0.65 per Share. Over the next several days, Mr. Shaw discussed
the proposal from the Independent Committee with the other Remaining
Shareholders and further discussions were held between Mr. Shaw, Mr. Pinto
and Mr. Goldstein. On February 3, 1998, a meeting was held with Mr.
Goldstein, Mr. Oberg, Mr. Doran, Mr. Shaw and Mr. Pinto at which it was
agreed to accept a price of $0.67 per Share and a clawback privilege for one
year.

Pursuant to a Clawback Agreement between the Company and the Remaining
Shareholders dated February 9, 1998, in the event that, with respect to the
Company (or any successor to the Company), there is: (i) a change in control,
(ii) a disposition of substantially all of the assets, or (iii) a liquidation
(collectively, a "Transaction") at any time within one year following the
later of the date of consummation of the Offer or the date of consummation of
the Merger or the shareholders meeting approving the Merger, which
Transaction results in the receipt by the Remaining Shareholders of a sum in
excess of $14,663,398 (i.e., the Offer Price multiplied by the 21,885,668
Shares currently issued and outstanding), 37.6% (i.e., the Public
Shareholders' ownership percentage of the Company) of such excess will be
paid over proportionately to each of the Public Shareholders of record on the
date immediately preceding the expiration date of the Offer.

On February 9, 1998, the Board, by unanimous vote of all trustees present
and voting, based in part on the unanimous recommendation and approval of the
Independent Committee, determined that the Offer is fair to and in the best
interests of the Public Shareholders of the Company. The Board, by a unanimous
vote of all trustees present and voting, recommended that all Public
Shareholders accept the Offer and tender their Shares pursuant to the Offer.
Prior to the commencement of trading on February 10, 1998, the Company issued a
press release regarding the Offer.

The Remaining Shareholders have informed the Independent Committee that,
assuming the completion of the Offer and the Merger, they have no present
intention to cause the Company to change its fundamental business, sell or
otherwise dispose of any material part of its business, merge, liquidate or
otherwise wind-up its business. Nevertheless, the Remaining Shareholders may
initiate a review of the Company and its assets, corporate structure,
capitalization, operations, properties and personnel to determine what changes,
if any, would be desirable following the Offer to enhance the operations of the
Company.

Management believes that consummation of the Offer and the Merger will
result in substantially greater flexibility for the Company in the utilization
of assets and in the planning of its future. If the Offer and the Merger are
completed, management will be able to make substantial new investments in the
metal fabrication industry and other businesses without considering whether
other shareholders would approve of such decisions. Such flexibility is
believed to be especially appropriate in view of the belief of management that
the risks of making such investments may not be appropriate for the Company as a
publicly-held entity.

The Company anticipates that the Remaining Shareholders will replace all
three of its current independent trustees (other than John C. Shaw) with
successor trustees as soon as practicable as trustees of the Company following
the consummation of the Offer and, if necessary, the Merger. The persons who
are presently officers of the Company will continue in their same positions
following consummation of the Offer and, if necessary, the Merger.

As a result of the borrowing incurred in connection with the financing of
the Offer and, if necessary, the Merger, the consolidated indebtedness of the
Company will be substantially greater. See "The Tender Offer - Section 8.
Financing of the Offer and the Merger."

7
<PAGE>

Following consummation of the Merger, the Shares will no longer be
quoted on the OTCBB, and the registration of the Shares under the Exchange
Act will be terminated and, accordingly, the Company will no longer be
required to file periodic reports with the Commission.

2. RIGHTS OF SHAREHOLDERS IN THE EVENT OF THE MERGER

No appraisal rights are available in connection with the Offer. However,
if the Merger is consummated, shareholders who have not tendered their Shares
will have certain rights to dissent and demand appraisal of, and to receive
payment in cash of the fair value of their Shares. In SULLIVAN V. FIRST
MASSACHUSETTS FINANCIAL CORP., 569 N.E.2d 814 (Mass. 1991), the court held,
among other things, that dissenting minority shareholders of a Massachusetts
business trust have a common law right of appraisal similar to the statutory
right provided under the MBCL to corporate shareholders.

If a dissenting shareholder were to exercise such appraisal rights in
connection with the Merger, and if the Company and such shareholder were
unable to agree on the fair value of the Shares, a court would determine the
fair value of the Shares, as of the day prior to the date on which the
shareholders' vote was taken approving the Merger. The fair value of the
Shares would be paid in cash to such dissenting shareholder. In determining
the fair value of the Shares, the court is required to take into account all
relevant factors. Accordingly, such determination could be based upon
considerations other than, or in addition to, the market value of the Shares,
including, among other things, asset values and earning capacity. Therefore,
the value so determined in any appraisal proceeding could be the same as, or
more or less than, the price received in the Merger.

In addition, Massachusetts courts have held that, in certain circumstances,
a controlling shareholder of a company involved in a merger has a fiduciary duty
to other shareholders that requires that the merger be fair to such other
shareholders. In determining whether a merger is fair to minority shareholders,
Massachusetts courts have considered, among other things, the type and amount of
consideration to be received by the shareholders and whether there was fair
dealing among the parties.

The foregoing summary of the rights of dissenting shareholders does not
purport to be a complete statement of the procedures to be followed by
shareholders desiring to exercise any available appraisal rights and is
qualified in its entirety by reference to the full text of Sections 85-98 of the
MBCL included in Schedule III attached hereto. The preservation and exercise of
appraisal rights are conditioned on strict adherence to the applicable
provisions of the MBCL.

3. RECOMMENDATION OF THE COMPANY'S BOARD; FAIRNESS OF THE OFFER

RECOMMENDATION OF THE COMPANY'S BOARD. On February 9, 1998, the Board, by
unanimous vote of all trustees present and voting, based in part on the
unanimous recommendation and approval of the Independent Committee, determined
that the Offer is fair to and in the best interests of the Public Shareholders
of the Company, subject only to receipt of a firm commitment from the Company's
principal lender to provide financing. The Board, by a unanimous vote of all
trustees present and voting, has recommended that all Public Shareholders accept
the Offer and tender their Shares pursuant to the Offer.

8
<PAGE>

FAIRNESS OF THE OFFER. In reaching its determinations referred to
immediately above, the Board considered the following factors, each of which, in
the view of the Independent Committee as well as the other member of the Board,
supported such determinations.

a. The Independent Committee considered the historical market
prices and recent trading activity of the Shares, including the fact that
the $0.67 net per Share cash consideration to be paid to the Public
Shareholders in the Offer represents a premium of approximately 91.4% per
Share over the last reported sales price on February 6, 1998, the last
full trading day preceding the public announcement of the Offer and a
premium of approximately 71.8% and 168.0% over the average closing price
for the one-month and three-month periods, respectively, preceding such
date and the fact that such price would be payable in cash, thus
eliminating any uncertainties in valuing the consideration to be received
by the Company's Public Shareholders. Since there is a low trading volume
for the Shares, the relevance of this factor in determining the fairness
of the Offer is unclear.

b. The Independent Committee considered the number of odd-lot
shareholders, who by virtue of the low trading volume in the Shares, the
brokerage fees associated with sales, and the low market price of the
Shares, are unable to realize any appreciable benefits on the sale of
their Shares.

c. The Independent Committee considered the opinion of
Commonwealth Associates to the Independent Committee that the
consideration to be offered to the Public Shareholders is fair to such
shareholders from a financial point of view and the report and analysis
presented by Commonwealth Associates, which included discussion and
analysis of historical trading volume and market prices, multiples of
historical and forecasted net income from operations, cash flow from
operations, book value and various other factors. With respect to the
matters contained in the opinion of Commonwealth Associates, the
Independent Committee reviewed the report and adopted the analysis
contained therein and considered the other factors set forth herein in
determining that the Offer is fair.

d. The Independent Committee reviewed the market price for the
Shares as compared to the performance of the Company.

e. The Independent Committee reviewed the nature of the Company's
business and the industry in which the Company operates, including
information received by the Board regarding trends in the bumper
industry and various uncertainties associated with current and potential
future industry and market conditions. The Company participates in a
cyclical automotive industry that is entering its fifth year of
continuous expansion, outlasting most prior upward cycles. Management
believes that tubular aftermarket accessory sales will peak in 1999 and
decline thereafter. Further, the Company has experienced a decline in
bumper sales which management believes will continue to decline during
the next several years. See "Special Factors -- Purpose and Background
of the Offer; Certain Effects of the Offer; Plans of the Company after
the Offer."

f. The Independent Committee considered the opportunity provided
by the Offer for a substantial number of shareholders to realize a
premium for their Shares in the near future as compared to market
prices that, absent the Offer and the Merger, are likely to continue to
be significantly below the Offer price.

g. The Independent Committee the structure of the transaction,
which is designed, among other things, to result in the receipt by the
Public Shareholders of cash consideration at the earliest practicable
time without any brokerage fees.

h. The Independent Committee the fact that the Company has not
paid a cash dividend during the last five years to the holders of SBI,
and the expectation that no such cash dividends are expected to be paid
in the foreseeable future. Since emerging from bankruptcy in 1992, the
Company has retained its earnings to finance the development of its
business. The Company intends to retain future earnings, if any, to
further develop its business.

i. The Independent Committee the stated desire of the Remaining
Shareholders not to consider a sale of their majority interest in the
Company, which made pursuit of other potential alternatives (such as a
sale of the Company as a going concern) impracticable.

9
<PAGE>

j. The Independent Committee considered the intention of the
Remaining Shareholders to continue the business as a going concern,
which makes any consideration of liquidation of the Company or values
that ultimately might be obtained from such a liquidation highly
speculative.

k. The Independent Committee considered the availability of
dissenters' rights under Massachusetts law in the event of the Merger.

The members of the Board, including the Independent Committee, evaluated
the various factors listed above in light of their knowledge of the business,
financial condition and prospects of the Company, and based on the advice of the
financial advisor. In light of the number and variety of factors that the Board
and the Independent Committee considered in connection with their evaluation of
the Offer, neither the Board nor the Independent Committee found it practicable
to assign relative weights to the foregoing factors, and, accordingly, neither
the Board nor the Independent Committee did so. The Independent Committee and
the Board, however, gave significant weight to the factors specified in clauses
(a) through (f), inclusive, above.

With respect to the Commonwealth Associates opinion, the Independent
Committee considered that the upper end of the range of value per share for
certain methodologies was higher than the Offer price. The Independent
Committee determined that the Offer was fair because, in addition to the
factors stated above, (i) the Offer was within or above all of the ranges and
(ii) the Offer was higher than all of the median price per share values for
these ranges. See "Special Factors - Opinion of Commonwealth Associates."

In addition to the factors listed above, the Board and the Independent
Committee had each considered the fact that consummation of the Offer would
eliminate the opportunity of the Public Shareholders to participate in any
potential future growth in the value of the Company, but determined that this
loss of opportunity was ameliorated in part by the price of $0.67 net per Share
to be paid in the Offer as well as the agreement of the Remaining Shareholders
to share any excess proceeds from a private sale of the Company within one year
after the consummation of the Offer under the Clawback Agreement. See "Special
Factors -- Purpose and Background of the Offer; Certain Effects of the Offer;
Plans of the Company after the Offer."

In connection with its deliberations, the Independent Committee did not
consider, and did not request that Commonwealth Associates evaluate, the
Company's liquidation value. The Board did not view the Company's
liquidation value to be a relevant measure of valuation given that the Offer
price significantly exceeded the book value per Share of the Company on
September 30, 1997, and it was the Board's view that the Company is more
valuable as a going concern than its net book value of $0.38 per share as of
December 31, 1997.

Further, while it is possible that prices of certain of the Company's
assets might be realized in a liquidation at prices in excess of the book
values over a period of time, the Independent Committee believed that the
length of time to accomplish an orderly liquidation, overall costs attendant
to liquidation and the fact that certain assets would have to be sold at a
discount (particularly inventory) in a liquidation would possibly offset any
gains on other assets. In addition, substantial expenses could be incurred
in a liquidation in connection with contract terminations, severance pay and
other matters, as well as legal fees and brokers commissions. In view of
these factors, the Independent Committee believed that it would be highly
unlikely that liquidation would generate net proceeds with a current value in
excess of $0.67 per Share. However, there can be no assurance that the
liquidation value would not produce a higher valuation of the Company than
its value as a going concern.

To the Company's knowledge after reasonable inquiry, each of the Company's
trustees and all of the Company's employees who hold stock options presently
intend to exercise such options and to either tender all Shares owned by such
persons to the Company pursuant to the Offer or to vote in favor of the Merger
at a duly called shareholders' meeting.

In addition, the Independent Committee determined that the Offer and the
Merger are procedurally fair to the shareholders of the Company because,
among other things (i) the Independent Committee, consisting entirely of
independent directors, was formed to evaluate and negotiate the terms of the
Offer on behalf of the Public Shareholders, (ii) the Independent Committee
retained Commonwealth Associates to render a fairness opinion with respect to
the Offer and the Merger, (iii) there were deliberations pursuant to which
the Independent Committee evaluated the Offer and the Merger and (iv) a $0.02
per Share increase in the initial offer price and a one year clawback right
to the Public Shareholders resulted from active arm's-length bargaining
between the Independent Committee and the Remaining Shareholders. The
Independent Committee did not retain an independent representative to assist
in evaluating the Offer.

The Remaining Shareholders also believe the Offer is fair to the Public
Shareholders based on (i) the conclusions of, and approval of the Independent
Committee, as well as the basis therefor, which conclusion and basis, as set
forth above, are incorporated by reference herein, (ii) notwithstanding the
fact that Commonwealth Associates opinion was provided for the information
and assistance of the Independent Committee and that the Remaining
Shareholders are not entitled to rely on such opinion, the fact that the
Independent Committee had received the written opinion of Commonwealth
Associates that the initial offer price of $0.65 in cash was fair to the
Public Shareholders, and (iii) the fact that the Independent Committee
negotiated a price of $0.67 per share and clawback privileges on an
arms-length basis. The Remaining Shareholders adopted the analysis of the
Independent Committee in determining that the Offer is fair to the Public
Shareholders.

The Remaining Shareholders did not find it practical to, and did not,
quantify or otherwise attach relative weights to the specific factors
considered by them.

4. OPINION OF COMMONWEALTH ASSOCIATES

Commonwealth Associates was engaged to render an opinion to the
Independent Committee as to the fairness, from a financial point of view, of
an initial offer price of $0.65 per Share, net to the seller in cash (the
"Initial Offer") to the Company's Public Shareholders. See "Special Factors
- --Purpose and Background of the Offer; Certain Effects of the Offer."

10
<PAGE>

On January 14, 1998, in connection with the Independent Committee'
evaluation of the Initial Offer, Commonwealth Associates made a preliminary
presentation to the Independent Committee with respect thereto (the "Report").
As part of the presentation, Commonwealth Associates, reviewed with the
Independent Committee certain of the information and financial data described
below.

On January 30, 1998, representatives of Commonwealth Associates presented
their final report to the Independent Committee concerning their opinion as to
the fairness, from a financial point of view, of the Initial Offer to the Public
Shareholders.

Final copies of the Report dated January 30, 1998 were delivered to the
Independent Committee in connection with the Independent Committee's evaluation
of the Initial Offer. A copy of the Report is available for inspection and
copying at the offices of the Company during regular business hours by any
interested Public Shareholder or his representative who has been so designated
in writing.

Commonwealth Associates delivered its written opinion to the Independent
Committee dated January 30, 1998 (the "Commonwealth Associates Opinion"). A
copy of the Commonwealth Associates Opinion, which sets forth the assumptions
made, matters considered and limitations of review undertaken by Commonwealth
Associates, is attached as Schedule II hereto.

No limitations were imposed by the Company, the Board or the Independent
Committee on the scope of the Commonwealth Associates investigation or the
procedures to be followed by Commonwealth Associates in rendering the
Commonwealth Associates Opinion, except that Commonwealth Associates was not
authorized to solicit, and did not solicit, any indications of interest from
any third party with respect to a purchase of all or a part of the Company's
business. Commonwealth Associates was not requested to and did not make any
recommendation to the Public Shareholders in the Initial Offer, which was
determined through discussions among the Independent Committee as to the form
or amount of consideration to be offered to the Public Shareholders in the
Initial Offer, which was determined through discussions among the Independent
Committee. In arriving at the Commonwealth Associates Opinion, Commonwealth
Associates did not ascribe a specific range of value to the Company, but
rather made its determination as to the fairness, from a financial point of
view, of the consideration to be offered to the Public Shareholders in the
Initial Offer on the basis of the financial and comparative analyses
described below.

The Commonwealth Associates Opinion is for the use and benefit
of the Independent Committee and was rendered to them in connection with their
consideration of the Initial Offer and is not intended to be and does not
constitute a recommendation to any Public Shareholder as to whether to accept
the consideration to be offered to such Public Shareholder in the Offer.

The Company's Independent Committee engaged Commonwealth Associates to
render the opinion referred to above because Commonwealth Associates regularly
engages in the valuation of businesses and their securities. The Independent
Committee requested bids from two other investment banking firms and decided to
retain Commonwealth Associates based on their evaluation of all the bids.

11
<PAGE>

The following paragraphs summarize the financial and comparative analyses
performed by Commonwealth Associates in connection with their opinion. The
summary does not represent a complete description of the analyses performed by
Commonwealth Associates.

In arriving at the Commonwealth Associates Opinion, Commonwealth
Associates: (a) reviewed certain publicly available historical financial and
operating data concerning the Company including the Annual Report to
Stockholders and Annual Report on Form 10-K for the year ended December 31, 1996
and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997, and September 30, 1997; (b) interviewed certain members of senior
management of the Company to discuss the prospects for the Company's business;
(c) reviewed certain information of the Company, including financial forecasts
relating to the business, earnings, cash flow, assets and prospects of the
Company prepared by the management of the Company; (d) reviewed publicly
available financial operating and stock market data concerning certain companies
engaged in businesses which the Company's management deemed relatively
comparable to the Company; (e) inquired as to the financial terms of certain
recent transactions the Company's management deemed relevant to the analysis;
(f) reviewed the historical market prices and trading volumes of the Company's
Shares; (g) reviewed the relationship between the Company's Shares' historical
market prices and its reported earnings per share data; and (h) reviewed and
conducted such other financial studies, analyses and investigations as
Commonwealth Associates deemed appropriate.

In arriving at the Commonwealth Associates Opinion, Commonwealth
Associates assumed and relied upon the accuracy and completeness of the
financial information provided by the Company and other information used by
Commonwealth Associates without assuming any responsibility for independent
verification of such information and further relied upon the assurances of
management of the Company that they were not aware of any facts that would
make the information provided by the Company inaccurate or misleading. With
respect to the financial projections of the Company, Commonwealth Associates
assumed that such projections were prepared in good faith on a basis
reflecting the best currently available estimates and judgments of the
management of the Company as to the future financial performance of the
Company. In arriving at the Opinion, Commonwealth Associates conducted a
limited physical inspection of the properties and facilities of the Company
and did not make any evaluations or appraisals of the assets or liabilities
of the Company and was not presented with any such appraisal. The
Commonwealth Associates Opinion was necessarily based upon economic,
financial, market and other conditions as they existed on, and could be
evaluated as of, the date of the Commonwealth Associates Opinion.

The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant methods of financial and comparative analysis
and the application of those methods to the particular circumstances and,
therefore, such an opinion is not readily susceptible to summary description.
Furthermore, in arriving at the Commonwealth Associates Opinion, Commonwealth
Associates did not attribute any particular weight to the analysis or factor
considered by it, but rather made qualitative judgments as to the significance
and relevancy of each analysis and factor. Accordingly, Commonwealth
Associates believes that its analyses must be considered as a whole and that
considering any portions of its analyses and of the factors considered by it,
without considering all analyses and factors, could create a misleading or
incomplete view of the process underlying the Commonwealth Associates Opinion.
In its analyses, Commonwealth Associates made numerous assumptions with respect
to industry performance, general business and economic conditions and

12
<PAGE>

other matters, many of which are beyond the Company's control. Any estimates
contained in these analyses are not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than as set forth therein. Additionally, analyses relating to the
value of businesses do not purport to be appraisals or to reflect the prices at
which businesses actually may be sold.

OVERVIEW OF ANALYSES. Commonwealth Associates used both quantitative and
qualitative assessments to evaluate the Company. Commonwealth Associates'
determination that the consideration to be offered to the Public Shareholders is
fair, from a financial point of view, to the Public Shareholders is based on all
the quantitative and qualitative analyses described in the Commonwealth
Associates Opinion.

Commonwealth Associates conducted a number of analyses to determine a range
of per share equity values for the Company, including a discounted net income
analysis, a discounted cash flow analysis and a market multiples analysis.
Commonwealth Associates compared the consideration offered to the Public
Shareholders to the range of derived equity values for the Company.

QUALITATIVE CONSIDERATIONS. In addition to the quantitative analyses
discussed below, Commonwealth Associates considered a number of qualitative
factors related to the Company. Commonwealth Associates did not apply
weightings to these qualitative analyses. Qualitative factors related to the
Company included among other things (i) limited trading volumes; relatively
illiquid market; and (ii) the Company's practical inability to seek and consider
third party purchases.

QUANTITATIVE ANALYSES. Commonwealth Associates used the quantitative
analyses described below to evaluate the Company and derive implied aggregate
equity values and implied per share equity values for the Company.

(a) HISTORICAL AND FORECASTED FINANCIAL PERFORMANCE. Commonwealth
Associates reviewed the Company's historical financial performance for the
fiscal year ended December 31, 1996 and the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997, and its forecasted performance as developed by
management based on assumptions management believed were reasonable for the
fiscal years ending December 31, 1997, 1998, 1999, 2000 and 2001.

(b) HISTORICAL MARKET PRICE ANALYSIS. Commonwealth Associates reviewed
the trading history of the Company's SBI for various trading periods between
April 8, 1994 and January 23, 1998, and determined that the Offer represents a
significant premium over the historic average market prices for the SBI. In
arriving at this conclusion, Commonwealth Associates noted that (i) while the
highest single closing price per share since April 8, 1994, was $0.875 on
November 7, 1994, the closing market price has not been above $0.65 per share
since September 14, 1996; (ii) the average weekly closing price of the SBI
during the period from April 8, 1994 to January 29, 1998, was $0.33 per share;
and (iii) the Offer represents a premium of approximately 97% over this average
weekly closing price. Commonwealth Associates also determined that the average
daily closing prices for the SBI were $0.44, $0.37 and $0.31 in calendar years
1995, 1996 and 1997, respectively, and that the Offer represents a premium of
48%, 76% and 110%, respectively, over such average daily closing prices.

(c) DISCOUNTED NET INCOME ANALYSIS. Commonwealth Associates conducted
a discounted net income analysis which derived implied total equity values
and implied per share equity values based on the present value of future net
income. In the exit year, net income included proceeds from the sale of the
business, which is typically assumed only for valuation purposes as a more
representative "terminal value" than using net income in perpetuity. The
terminal value was determined by applying a range of exit multiples from 6.0x
to 9.0x. Net income was discounted using a discount rate of 12.36%, which is
the Compound Annual Return for Small Company Stocks, 1926-1990, from STOCKS,
BONDS, BILLS AND INFLATION 1994 YEARBOOK, published by Ibbotson Associates.
The derived equity values were divided by the number of shares of the
Company's SBI outstanding, assuming the exercise of outstanding options for
995,000 SBI at an exercise price of $0.31 per share, and the buyback of SBI
in the open market at $0.65 per share, to derive implied per share equity
values. The results of this analysis indicated a range of per share equity
values of $0.58 to $0.74, and a median per share equity value of $0.66.

(d) DISCOUNTED CASH FLOW ANALYSES. Based on management's forecasts,
Commonwealth Associates conducted a discounted cash flow analysis which
derived implied total equity values and implied per share equity values based
on the present value of future net cash flows, less current net debt. The
analysis assumed the Company was able to maintain use of its net operating
losses ("NOLs"). For purposes of this analysis, annual free cash flows
equals de-levered net income, plus depreciation and amortization and deferred
income taxes, less capital expenditures, less the change in working capital.
In the exit year, free cash flow included proceeds from the sale of the
business, which is typically assumed only for valuation purposes as a more
representative "terminal value" than using cash flows in perpetuity. The
terminal value was determined by applying a range of exit multiples from 4.0x
to 7.0x. Net income was discounted using a discount rate of 12.53%, based
upon the Company's weighted average cost of capital ("WACC"). The derived
equity values were divided by the number of shares of the Company's SBI
outstanding, assuming the exercise of outstanding options for 995,000 SBI at
an exercise price of $0.31 per share, and the buyback of SBI in the open
market at $0.65 per share, to derive implied per share equity values. The
results of this analysis indicated a range of per share equity values of
$0.51 to $0.81, and a median per share equity value of $0.66.

Commonwealth Associates also conducted a discounted cash flow analysis
using the same methodology described above, but assuming the full loss of the
NOLs. In this analysis, net income was discounted using a discount rate of
10.45%, based on the Company's WACC assuming the full loss of the NOLs. The
derived equity values were divided by the number of shares of the Company's
SBI outstanding, assuming the exercise of outstanding options for 995,000 SBI
at an exercise price of $0.31 per share, and the buyback of SBI in the open
market at $0.65 per share, to derive implied per share equity values. The
results of this analysis indicated a range of per share equity values of
$0.37 to $0.61, and a median per share equity value of $0.49.

(e) MARKET MULTIPLES ANALYSIS. Commonwealth Associates conducted a market
multiples analysis for the Company which determined the implied public market
value based on earnings multiples. The Company had been unable to identify to
Commonwealth Associates, and Commonwealth Associates noted that they also were
unable to identify any public company that could be considered a trading
comparable for the Company. Among the factors considered in determining
comparability were the Company's market value, management's characterization of
the dynamics of the markets in which the Company's products compete, and the
specific products manufactured and sold by the Company. For purposes of this
market multiples analysis, Commonwealth Associates used the historical ratios of
the market prices of the SBI to the Company's earnings, determined at the end of
each calendar quarter from March 31, 1995 to December 31, 1997. These
price/earnings ratios were applied to the Company's 1997 estimated earnings to
derive implied public market values. The price/earnings ratios for the Company
were in a range of 1.98x to 7.75x, with a median ratio of 4.71x. The results of
this market multiples analysis indicated a range of per share equity values of
$0.26 to $1.01 and a median per share equity value of $0.61.

COMPARISON OF THE OFFER TO THE VALUES OF THE COMPANY. Commonwealth
Associates concluded that the consideration to be offered to the Public
Shareholders is fair, from a financial point of view, to the Public Shareholders
of the Company, based on, among other things, the following considerations:
(i) the Offer is at the high end of the range of median per share values of the
Company of $0.49 to $0.66; and (ii) the Offer represents a premium of 86% over
the closing price of the SBI on January 29, 1998, a premium of 94% over the
average weekly closing price of the SBI during the period from April 8, 1994 to
January 29, 1998, and a premium of 49%, 75% and 110% over the average daily
closing prices of the SBI in calendar years 1995, 1996 and 1997, respectively.

5. INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER

In considering the recommendation of the Board and the Independent
Committee with respect to the Offer and the fairness of the consideration to
be received in the Offer and the Merger (if necessary), shareholders should
be aware that certain officers and trustees of the Company have interests in
the Offer that are described below and which may present them with certain
potential conflicts of interest. John C. Shaw (Chairman of the Board,
Trustee and Chief Executive Officer of the Company) may be deemed to be
acting in concert with the Remaining Shareholders, who currently own 62.3% of
the outstanding SBI, and therefore to control the Company. In addition,
David L. Sharp and Eric H. Lee, the Company's President and Chief Financial
Officer, respectively, and Paul W. Westerhoff, Senior Vice President of
Operations for Wedgestone Automotive Corp., hold options to acquire an
aggregate of 511,003 SBI. These officers have informed the Company that they
will exercise such options but will not tender any SBI since they intend to
be affiliated with the Remaining Shareholders. The Board was aware of these
actual and potential conflicts of interest and considered them along with the
other matters described under "Special Factors -- Recommendation of the
Company's Board; Fairness of the Offer."

The Remaining Shareholders have informed the Company that they do not
intend to tender any SBI owned by them pursuant to the Offer. See "Special
Factors -- Beneficial Ownership of Common Stock." The Company also expects
that employees of the Company who are not affiliated with the Remaining
Shareholders will tender their Shares pursuant to the Offer.

Under the Massachusetts general laws, business trusts organized under
the laws of the Commonwealth of Massachusetts are permitted to indemnify
their current and former directors, officers, employees and agents under
certain circumstances against certain liabilities and expenses incurred by
them by reason of their serving in such capacities. The Company's
Declaration of Trust provides that each director and officer will be
indemnified by the Company against liabilities and expenses incurred in
connection with any threatened, pending or completed legal action or
proceeding to which he or she may be made a party or threatened to be made a
party by reason of being a director of the Company or a predecessor company,
or serving any other enterprise as a director or officer at the request of
the Company. The Company has also purchased directors' and officers'
liability insurance for the benefit of these persons.

6. BENEFICIAL OWNERSHIP OF SBI

The following table sets forth certain information, as of May 5, 1998,
regarding the ownership of SBI by each person known by the Company to be the
beneficial owner of more than 5% of the outstanding SBI, each trustee of the
Company, the Chief Executive Officer of the Company, the other executive
officers of the Company, and all executive officers and trustees of the
Company as a group:

13
<PAGE>

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP (1) CLASS
------------------------------------- ------------------------ -----------
<S> <C> <C>
TRUSTEES AND OFFICERS

David L. Sharp 251,600 1.1%

Eric H. Lee 160,000 *

Paul W. Westerhoff 185,000 *

John C. Shaw 8,499,922(2) 38.8%

Jeffrey S. Goldstein 85,000 *

Jeffrey A. Oberg 15,000 *

John J. Doran 15,000 *

All trustees and officers as a group 9,211,522 40.8%

5% SHAREHOLDERS
Stockwood LLC 6,795,223 31.0%
520 Madison Avenue, 40th Floor
New York, NY 10022

JCS Management Co., Inc. 8,499,922(2) 38.8%
520 Madison Avenue, 40th Floor
New York, NY 10022

PFG Corp. 1,713,865(3) 7.8%
235 Sunrise Boulevard
Palm Beach, FL 33480

RAB Management Corp. 1,720,699(4) 7.9%
520 Madison Avenue, 40th Floor
New York, NY 10022

JMS Holdings Co., Inc. 1,704,698(5) 7.8%
520 Madison Avenue, 40th Floor
New York, NY 10022

Charles Brady 1,300,000(6) 5.9%
1315 Peachtree Street N.E., Suite 300
Atlanta, GA 30309

</TABLE>

____________________

* Represents less than 1% of the issued and outstanding shares.

14
<PAGE>

(1) The Shares shown in the table as beneficially owned include any Shares that
the person has the right to acquire within 60 days of May 5, 1998, by
the exercise of an option from the Company. The Shares subject to such
options are as follows: Mr. Sharp: 251,600 shares; Mr. Lee: 160,000
shares; Mr. Westerhoff: 185,000 shares; Mr. Goldstein: 85,000 shares;
Mr. Doran: 15,000 shares; Mr. Oberg: 15,000 shares; and all executive
officers and trustees as a group: 711,600 shares.

(2) Mr. John C. Shaw is the president and sole shareholder of JCS Management
Co., Inc. Of these shares, 6,795,223 shares are held by Stockwood LLC.
Resource Holdings Associates owns 75% of the equity of Stockwood LLC and
Mr. Shaw is a managing director of the general partner of Resource Holdings
Associates.

(3) Mr. James J. Pinto is the president and sole shareholder of PFG Corp.
Mr. Pinto is also the president and a substantial shareholder of P-wood,
Inc., which owns 25% of the equity of Stockwood LLC.

(4) Mr. Richard A. Bartlett is the president and sole shareholder of RAB
Management Corp.

(5) Mr. Jerry M. Seslowe is the president and sole shareholder of JMS Holdings
Co., Inc.

(6) Includes 100,000 shares held by Chattahoochee Leasing Corporation, an
affiliate of Mr. Brady.

7. FEES AND EXPENSES

The following is an estimate of expenses incurred or to be incurred in
connection with the Offer. Also see "The Tender Offer -- Section 13. Fees and
Expenses."

<TABLE>
<S> <C>
Legal Fees. . . . . . . . . . . . . . . .$ 100,000
Printing and Mailing. . . . . . . . . . . . 45,000
Filing Fees . . . . . . . . . . . . . . . . .2,500
Depositary Fees . . . . . . . . . . . . . . 30,000
Information Agent Fees. . . . . . . . . . . 12,000
Investment Bankers' Fees. . . . . . . . . .100,000
Accountants' Fees . . . . . . . . . . . . . 12,500
Financing Fees. . . . . . . . . . . . . . .130,000
Miscellaneous . . . . . . . . . . . . . . . 25,000

TOTAL. . . . . . . . . . . . . . . . $457,000
--------

</TABLE>

15
<PAGE>

THE TENDER OFFER

1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject to
the conditions of the Offer (including, if the Offer is extended or amended,
the terms and conditions of such extension or amendment), the Company will
accept for payment, and will pay for, all Shares validly tendered prior to
the Expiration Date (as hereinafter defined) and not withdrawn as permitted
by "The Tender Offer -- Section 4. Withdrawal Rights." The term "Expiration
Date" means 5:00 P.M., New York City time, on Tuesday, June 9, 1998, unless
and until the Company, in its sole discretion shall have extended the period
during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by the
Company, shall expire.

The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, to extend for any reason the period of time during
which the Offer is open, including the occurrence of any of the conditions
specified in "The Tender Offer -- Section 11. Certain Conditions of the Offer,"
by giving oral or written notice of such extension to the Depositary. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the rights of a tendering shareholder to
withdraw such shareholder's Shares. See "The Tender Offer -- Section 4.
Withdrawal Rights."

Subject to the applicable regulations of the Commission, the Company also
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to delay acceptance for payment of, or, regardless of whether such
Shares were theretofore accepted for payment, payment for, any Shares, pending
receipt of any regulatory approval specified in "The Tender Offer -- Section 12.
Certain Legal Matters and Regulatory Approvals," (ii) to terminate the Offer and
not accept for payment any Shares upon the occurrence of any of the conditions
specified in "The Tender Offer -- Section 11. Certain Conditions of the Offer"
and (iii) to waive any condition or otherwise amend the Offer in any respect, by
giving oral or written notice of such delay, termination, waiver or amendment to
the Depositary and by making a public announcement thereof. The Company
acknowledges that (i) Rule 13e-4(f) under the Exchange Act requires the Company
to pay the consideration offered or return the Shares tendered promptly after
the termination or withdrawal of the Offer and (ii) the Company may not delay
acceptance for payment of, or payment for (except as provided in clause (i) of
the first sentence of this paragraph), any Shares upon the occurrence of any of
the conditions specified in "The Tender Offer -- Section 11. Certain Conditions
of the Offer" without extending the period of time during which the Offer is
open.

Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 13e-3(e)(2),
13e-4(e)(2) and 13e-4(f) under the Exchange Act, which require that material
changes be promptly disseminated to shareholders in a manner reasonably
designed to inform them of such changes) and without limiting the manner in
which the Company may choose to make any public announcement, the Company shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by issuing a press release to the Dow Jones News
Service.

16
<PAGE>

If the Company makes a material change in the terms of the Offer or other
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-3(e)(2), 13e-4(e)(2) and 13e-4(f) under the Exchange Act.

If, prior to the Expiration Date, the Company should decide to decrease the
number of Shares being sought or to increase or decrease the consideration being
offered in the Offer, such decrease in the number of Shares being sought or such
increase or decrease in the consideration being offered will be applicable to
all shareholders whose Shares are accepted for payment pursuant to the Offer
and, if at the time notice of any such decrease in the number of Shares being
sought or such increase or decrease in the consideration being offered is first
published, sent or given to holders of such Shares, the Offer is scheduled to
expire at any time earlier than the period ending on the tenth (10th) business
day from and including the date that such notice is first so published, sent or
given, the Offer will be extended at least until the expiration of such ten (10)
business day period. For purposes of this Offer, a "business day" means any day
other than a Saturday, Sunday or federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.

This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares whose names appear on the Company's shareholder list
and will be furnished, for subsequent transmittal to beneficial owners of
Shares, to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
Company will accept for payment, and will pay for promptly after the
Expiration Date, all Shares validly tendered prior to the Expiration Date and
not properly withdrawn in accordance with "The Tender Offer -- Section 11.
Certain Conditions of the Offer." Subject to applicable rules of the
Commission, the Company expressly reserves the right to delay acceptance for
payment of, or payment for, Shares pending receipt of any regulatory
approvals specified in "The Tender Offer -- Section 12. Certain Legal
Matters and Regulatory Approvals" or in order to comply in whole or in part
with any other applicable law.

In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares (the "Share Certificates") or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company or the
Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility"
and, collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in "The Tender Offer -- Section 3. Procedures for
Accepting the Offer and Tendering Shares," (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined below) in lieu of the Letter of Transmittal and (iii) any
other documents required under the Letter of Transmittal.

17
<PAGE>

For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Company gives oral or written notice to the
Depositary of the Company's acceptance for payment of such Shares pursuant to
the Offer. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payments from the Company
and transmitting such payments to tendering shareholders whose Shares have been
accepted for payment. Under no circumstances will interest on the purchase
price for Shares be paid, regardless of any delay in making such payment.

If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are submitted
evidencing more Shares than are tendered, Share Certificates evidencing
unpurchased Shares will be returned, without expense to the tendering
shareholder (or, in the case of Shares tendered by book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility pursuant to the procedure
set forth in "The Tender Offer -- Section 3. Procedures for Accepting the Offer
and Tendering Shares," such Shares will be credited to an account maintained at
such Book-Entry Transfer Facility), as promptly as practicable following the
expiration or termination of the Offer.

If, prior to the Expiration Date, the Company shall increase the
consideration offered to any holders of Shares pursuant to the Offer, such
increased consideration will be paid to all holders of Shares that are purchased
pursuant to the Offer, whether or not, such Shares were tendered prior to such
increase in consideration.

The Company reserves the right to transfer or assign, in whole or from time
to time in part, to one or more of its affiliates, the right to purchase all or
any portion of the Shares tendered pursuant to the Offer, but any such transfer
or assignment will not relieve the Company of its obligations under the Offer
and will in no way prejudice the rights of tendering shareholders to receive
payment for Shares validly tendered and accepted for payment pursuant to the
Offer.

3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for
a holder of Shares validly to tender Shares pursuant to the Offer, the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
together with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined below) in lieu of the Letter of
Transmittal) and any other documents required by the Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase and either (i) the Share Certificates evidencing
tendered Shares must be received by the Depositary at such address or such
Shares must be tendered pursuant to the procedure for book-entry transfer
described below and a Book-Entry Confirmation must be received by the Depositary
(including an Agent's Message if the tendering shareholder has not delivered a
Letter of Transmittal), in each case prior to the Expiration Date, or (ii) the
tendering shareholder must comply with the guaranteed delivery procedures
described below. The term "Agent's Message" means a message, transmitted by a
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
book-entry

18
<PAGE>

confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Company may enforce such
agreement against such participant.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

BOOK-ENTRY TRANSFER. The Depositary will establish accounts with respect
to the Shares at the Book-Entry Transfer Facilities for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the system of Book-Entry Transfer
Facility may make a book-entry delivery of Shares by causing such Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account at such
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer at a Book-Entry Transfer Facility,
either the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, together with any required signature guarantees, or an
Agent's Message in lieu of the Letter of Transmittal, and any other required
documents, must, in any case, be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date, or the tendering shareholder must comply with the guaranteed
delivery procedure described below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing referred
to as an "Eligible Institution"), except in cases where Shares are tendered
(i) by a registered holder of Shares who has not completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. If a Share Certificate is registered in the name of a
person other than the signer of the Letter of Transmittal, or if payment is to
be returned, to a person other than the registered holder(s), then the Share
Certificate must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate, with the signature(s) on such Share Certificate or stock
powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the
Letter of Transmittal.

GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to
the Offer and the Share Certificates evidencing such shareholder's Shares are
not immediately available or such shareholder cannot deliver the Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such shareholder cannot complete the procedure for delivery
by book-entry transfer on a timely basis, such Shares may nevertheless be
tendered, provided that all the following conditions are satisfied:

19
<PAGE>

i. such tender is made by or through an Eligible Institution;

ii. a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Company is
received prior to the Expiration Date by the Depositary as provided below;
and

iii. the Share Certificates (or a Book-Entry Confirmation) evidencing
all tendered Shares, in proper form for transfer, in each case together
with the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees, and any other
documents required by the Letter of Transmittal are received by the
Depositary within three Nasdaq trading days after the date of execution of
such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram or facsimile transmission to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in the form
of Notice of Guaranteed Delivery made available by the Company.

In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of the
Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, and the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by the Letter of Transmittal.

DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance for payment of which may, in the opinion of its
counsel, be unlawful. The Company also reserves the absolute right to waive any
condition of the Offer or any defect or irregularity in the tender of any Shares
of any particular shareholder, whether or not similar defects or irregularities
are waived in the case of other shareholders. No tender of Shares will be
deemed to have been validly made until all defects and irregularities have been
cured or waived. None of the Company, the Depositary, the Information Agent or
any other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification. The Company's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding.

OTHER REQUIREMENTS. By executing the Letter of Transmittal as set forth
above, a tendering shareholder irrevocably appoints designees of the Company
as such shareholder's proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
shareholder's rights with respect to the Shares tendered by such shareholder
and accepted for payment by the Company (and with respect to any and all
Shares or other securities issued or issuable in respect of such Shares on or
after May 5, 1998). All such proxies shall be considered coupled with an
interest in the tendered Shares. Such appointment will be effective

20
<PAGE>

when, and only to the extent that, the Company accepts such Shares for payment.
Upon such acceptance for payment, all prior proxies given by such shareholder
with respect to such Shares (and such other Shares and securities) will be
revoked without further action, and no subsequent proxies may be given nor any
subsequent written consent executed by such shareholder (and, if given or
executed, will not be deemed to be effective) with respect thereto. The
designees of the Company will, with respect to the Shares for which the
appointment is effective, be empowered to exercise all voting and other rights
of such shareholder as they in their sole discretion may deem proper at any
annual or special meeting of the Company's shareholders or any adjournment or
postponement thereof, by written consent in lieu of any such meeting or
otherwise.

The acceptance for payment by the Company of Shares pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering shareholder and the Company upon the terms and subject to the
conditions of the Offer.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO
CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE
OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH SHAREHOLDER IS NOT
SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE
FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH
RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY
PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE LETTER OF
TRANSMITTAL.

4. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer
are irrevocable except that such Shares may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment by the
Company pursuant to the Offer, may also be withdrawn at any time after June 10,
1998. If the Company extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer, the Depositary may, nevertheless, on behalf of the Company, retain
tendered Shares, and such Shares may not be withdrawn except to the extent
that tendering shareholders are entitled to withdrawal rights as described in
this Section 4.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder of such Shares, if different from that of the person who
tendered such Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the serial numbers shown on
such Share Certificates must be submitted to the Depositary and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution,
unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in the "The Tender Offer -- Section 3.
Procedures for

21
<PAGE>

Accepting the Offer and Tendering Shares," any notice of withdrawal must specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares.

All questions as to the form and validity (including the time of receipt)
or any notice of withdrawal will be determined by the Company, in its sole
discretion, whose determination will be final and binding. None of the Company,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

Any Shares properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in "The Tender Offer -- Section 3. Procedures for
Accepting the Offer and Tendering Shares."

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The receipt of cash for
Shares pursuant to the Offer will be a taxable transaction for federal income
tax purposes and may also be a taxable transaction under applicable state, local
or foreign tax laws. In general, a shareholder will recognize gain or loss for
federal income tax purposes equal to the difference between the amount of cash
received in exchange for the Shares sold and such shareholder's adjusted tax
basis in such Shares. Assuming the Shares constitute capital assets in the
hands of the shareholder, such gain or loss will be a capital gain or loss and
will be long-term capital gain or loss if the holder will have held the Shares
for more than eighteen months at the time of the sale. Gain or loss will be
calculated separately for each block of Shares tendered pursuant to the Offer.

In general, in order to prevent backup federal income tax withholding at a
rate of 31% on the cash consideration to be received in the Offer, each
shareholder who is not otherwise exempt from such requirements must provide such
holder's correct taxpayer identification number (and certain other information)
by completing the Substitute Form W-9 in the Letter of Transmittal.

THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF
SHAREHOLDERS, INCLUDING BROKER-DEALERS, SHAREHOLDERS WHO ACQUIRED SHARES
PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION,
INDIVIDUALS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND FOREIGN
CORPORATIONS.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH IS INCLUDED FOR GENERAL
INFORMATION ONLY AND IS BASED UPON PRESENT LAW. SHAREHOLDERS ARE URGED TO
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE
OFFER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM
TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS.

6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and
principally traded on the OTCBB market under the ticker symbol "WDGF." The
following table sets forth the high and low bid and ask prices per Share
during the quarters indicated:

22
<PAGE>

<TABLE>
<CAPTION>
BID ASK
HIGH LOW HIGH LOW
YEAR ENDED DECEMBER 31, 1996:
- -----------------------------
<S> <C> <C> <C> <C>
First Quarter . . . . . . . . $ .24 . . $ .20 $ .37 . . . . . $ .28
Second Quarter. . . . . . . . $ .60 . . $ .22 $ .68 . . . . . $ .28
Third Quarter . . . . . . . . $ .60 . . $ .35 $ .67 . . . . . $ .44
Fourth Quarter. . . . . . . . $ .45 . . $ .31 $ .54 . . . . . $ .42

<CAPTION>
YEAR ENDED DECEMBER 31, 1997:
- -----------------------------
<S> <C> <C> <C> <C>
First Quarter . . . . . . . . $ 0.37 . . $ 0.32 $ 0.47 . . . . $ 0.40
Second Quarter. . . . . . . . $ 0.32 . . $ 0.26 $ 0.42 . . . . $ 0.30
Third Quarter . . . . . . . . $ 0.27 . . $ 0.27 $ 0.34 . . . . $ 0.32
Fourth Quarter. . . . . . . . $ 0.50 . . $ 0.20 $ 0.59 . . . . $ 0.34

<CAPTION>
YEAR ENDED DECEMBER 31, 1998:
- -----------------------------
<S> <C> <C> <C> <C>
First Quarter . . . . . . . . $ 0.59 . . $ 0.21 $ 0.62 . . . . $ 0.35

</TABLE>

The foregoing figures, which were obtained from Nasdaq monthly
statistical reports, do not reflect retail markups or markdowns and may not
represent actual trades. As of May 5, 1998, the SBI was held by
approximately 3,000 stockholders of record. The Company has not paid any
dividends in the last five years and has no future plans to do so. The
Company currently intends to retain any future earnings for the development
of its business.

On February 6, 1998, the last full trading day prior to the announcement of
the Offer, the closing price per Share as reported on the OTCBB was $0.35 per
share.

There were no dividends declared or paid by the Company on the SBI for the
years ended December 31, 1991 through 1997. The Company presently intends to
retain all earnings in connection with its business. Payments of dividends in
the future will be within the discretion of the Board of Trustees and will
depend upon, among other factors, earnings and the operating and financial
condition of the business.

STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION
FOR THE SHARES.

7. CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise set
forth herein, the information concerning the Company contained in this Offer to
Purchase, including financial information, has been furnished by the Company.

GENERAL. The Company is a Massachusetts business trust with its principal
executive offices located at 5200 N. Irwindale Avenue, Suite 168, Irwindale,
California 91706. The Company designs, manufacturers and markets certain
accessories for light duty trucks such as bumpers, grille guards, push bars and
step rails principally under the names Fey, Tuff Bar and Westin.

23
<PAGE>

FINANCIAL INFORMATION. Set forth below is certain selected financial
information relating to the Company which has been excerpted or derived from the
audited financial statements contained in the Company's Annual Reports on Form
10-K for the year ended December 31, 1997 (the "Form 10-K"). More comprehensive
financial information is included in the Form 10-K (including management's
discussion and analysis of results of operations and financial position) and
other documents filed by the Company with the Commission. The financial
information that follows is qualified in its entirety by reference to such
reports and other documents, including the financial statements and related
notes contained therein. Such reports and other documents may be examined and
copies may be obtained from the offices of the Commission in the manner set
forth below. In addition, Schedule IV attached hereto sets forth the Company's
Form 10-K, including the audited financial statements for the year ended
December 31, 1997.

SUMMARY FINANCIAL AND OPERATING DATA

($ in thousands, except per share data)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
INCOME STATEMENT:
Sales . . . . . . . . . . . . . . . . . $52,387 $46,286 $46,112
Net income. . . . . . . . . . . . . . . $ 2,946 $ 1,372 $ 1,845
. . . . . . . . . . . . . . . . . . . .
Balance Sheet (at end of period):
Working capital . . . . . . . . . . . . $ 8,511 $ 5,324 $ 4,188
Total assets. . . . . . . . . . . . . . $22,543 $20,350 $21,398
Shareholders' equity. . . . . . . . . . $ 8,293 $ 7,119 $ 5,747
. . . . . . . . . . . . . . . . . . . .
Per Share(1):. . . . . . . . . . . . . . . .
Net income per share-basic and diluted. $ .13 $ .06 $ .08

</TABLE>
__________________________

(1) The average number of shares outstanding (basic and diluted) during 1997
and 1996 was 21,885,668 and the average number of shares outstanding
(basic and diluted) during 1995 was 21,764,280.

RATIO OF EARNINGS TO FIXED CHARGES; BOOK VALUE PER SHARE. The ratio of
earnings to fixed charges for the years ended December 31, 1997, 1996 and 1995,
was 2.83 to 1, 1.56 to 1 and 1.33 to 1, respectively. The book value per share
was $0.38 at December 31, 1997 and $0.33 at December 31, 1996.

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS. The following
unaudited pro forma condensed financial information and explanatory notes
give effect to the Offer and are based on the estimates and assumptions set
forth in the notes to such statements. This pro forma information is
unaudited and has been prepared using the historical financial statements of
the

24
<PAGE>

Company and should be read in conjunction with the historical financial
statements and notes thereto included elsewhere in this Offer to Purchase.

The pro forma condensed balance sheet information gives effect to the
Offer as if it had occurred on December 31, 1997. The pro forma condensed
income statement for the year ended December 31, 1997 gives effect to the
Offer as if it had occurred on January 1, 1997. The pro forma condensed
financial data may not be indicative of actual results that would have been
achieved if the Offer had occurred on the date indicated or the results that
may be realized in the future.

25
<PAGE>

WEDGESTONE FINANCIAL
PRO FORMA BALANCE SHEET
DECEMBER 31, 1997
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS

Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . $ 902 ($ 877)(a) $ 25

Accounts and other receivable, net. . . . . . . . . . . 8,751 8751

Inventories . . . . . . . . . . . . . . . . . . . . . . 5,983 5,983

Other current assets. . . . . . . . . . . . . . . . . . 1,761 1,761
-------- --------

Total current assets. . . . . . . . . . . . . . . 17,397 16,520

Property, plant and equipment, net . . . . . . . . . . . . . 3,342 3,342

Other assets . . . . . . . . . . . . . . . . . . . . . . . . 1,804 $ 130 (b) 1,934
-------- --------

Total assets. . . . . . . . . . . . . . . . . . . $ 22,543 $ 21,796
-------- --------
-------- --------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities: . . . . . . . . . . . . . . . . . . . .

Current portion of long-term debt . . . . . . . . . . . $ 2,194 $4,146 (a) $ 6,340

Accounts payable. . . . . . . . . . . . . . . . . . . . 4,488 4,488

Accrued Expenses. . . . . . . . . . . . . . . . . . . . 2,204 2,204
-------- --------

Total current liabilities. . . . . . . . . . . . . 8,886 13,032

Long-term debt, less current portion . . . . . . . . . . . . 5,364 959 (a) 6,323
-------- --------
Total liabilities. . . . . . . . . . . . . . . . . 14,250 19,355
-------- --------
Shareholders' equity:

Common stock. . . . . . . . . . . . . . . . . . . . . . 21,886 (8,246)(a) 13,640

Additional paid-in-capital. . . . . . . . . . . . . . . 31,396 2,394 (a) 33,790

Note receivable from Shareholder. . . . . . . . . . . . (1,772) (1,772)

Retained earnings. . . . . . . . . . . . . . . . . . . . . . (43,217) (43,217)
-------- --------

Total shareholders' equity . . . . . . . . . . . . 8,293 2,441
-------- --------

Total liabilities and shareholders' equity . . . . $ 22,543 $ 21,796
-------- --------
-------- --------

</TABLE>

See Notes to unaudited pro forma financial statements.

26
<PAGE>

WEDGESTONE FINANCIAL
PRO FORMA INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . $52,387 $52,387

Cost of sales. . . . . . . . . . . . . . . . . . . 34,128 34,128
------- -------

Gross profit. . . . . . . . . . . . . . . . . 18,259 18,259

Selling, general and administrative expenses . . . 14,036 $(127)(d) 13,909
------- -------

Income from operations. . . . . . . . . . . . 4,223 4,350

Other income (expense):

Interest expense. . . . . . . . . . . . . . . 836 584 (c) 1,420

Other, net. . . . . . . . . . . . . . . . . . (374) (374)
------- -------

Income before provision for income taxes 3,761 3,304

Provision for income taxes:. . . . . . . . . . . .

Federal. . . . . . . . . . . . . . . . . 525 (141)(e) 384

State. . . . . . . . . . . . . . . . . . 290 (41)(e) 249
------- -------

Net income . . . . . . . . . . . . . . . . . . . . $ 2,946 $ 2,671
------- -------
------- -------

Net income per share-basic and diluted . . . . . . $ .13 $ .19
------- -------
------- -------

Weighted average number of SBI outstanding . . . . 21,886 13,647
------- -------
------- -------
</TABLE>

See Notes to unaudited pro forma financial statements.

27
<PAGE>

WEDGESTONE FINANCIAL
NOTES TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1997

(a) Purchase of Public Shareholders' shares to be financed from bank loan
proceeds:

<TABLE>
<S> <C>
Shares held by public shareholders. . . . . 8,246,484
Times $.67 per share. . . . . . . . . . . . X .67
----------
Total Price . . . . . . . . . . . . . . . . $ 5,525,000
Estimated expenses. . . . . . . . . . . . . 327,000
Bank loan fees. . . . . . . . . . . . . . . 130,000
Less cash to be used. . . . . . . . . . . . (877,000)
----------
Total loan proceeds . . . . . . . . . . . . $ 5,105,000
Less current portion. . . . . . . . . . . . (4,146,000)
----------
Long-term debt. . . . . . . . . . . . . . . $ 959,000
----------
----------

</TABLE>

(b) Bank loan fees based on 1% of total facility and are amortized over 18
months.
(c) Interest expense at 9.75% plus amortization of loan fees.
(d) Elimination of ongoing costs incurred as a result of being a public
reporting Company.
(e) Tax effect of (c) and (d) above.

28
<PAGE>

The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Information as of particular
dates concerning the Company's directors and officers, their remuneration, stock
options granted to them, the principal holders of the Company's securities and
any material interest of such persons in transactions with the Company is
required to be disclosed in proxy statements distributed to the Company's
stockholders and filed with the Commission. Such reports, proxy statements and
other information should be available for inspection at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and also should be available for inspection at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and the Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may also be obtained by
mail, upon payment of the Commission's customary fees, by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. These
materials filed by the Company with the Commission are also available at the web
site of the Commission at "http:"www.sec.gov". The information should also be
available for inspection at the National Association of Securities Dealers,
Inc., 1735 K Street N.W., Washington, D.C. 20006.

CERTAIN ESTIMATES PREPARED BY THE COMPANY.

In December 1997, the Company's management provided the Remaining
Shareholders and Commonwealth Associates with certain information about the
Company which is not publicly available. The information provided included
financial forecasts which contain, among other things, the summary financial
information set forth below.

The Company does not, as a matter of course, publicly disclose
forward-looking information (such as the financial forecasts referred to
above) as to future revenues, earnings or other financial information.
Forecasts of this type are based on estimates and assumptions that are
inherently subject to significant economic, industry and competitive
uncertainties and contingencies, all of which are difficult to predict and
many of which are beyond the control of the Company. Accordingly, there can
be no assurance that the forecasted results would be realized or that actual
results would not be significantly higher or lower than those forecasted. In
addition, these forecasts were prepared by the Company solely for internal
use and not for publication or with a view to complying with the published
guidelines of the Commission regarding projections or with guidelines
established by the American Institute of Certified Public Accountants for
prospective financial statements and are included in this Offer to Purchase
only because they were furnished to the Remaining Shareholders. The
financial forecasts necessarily make numerous assumptions with respect to
industry performance, general business and economic conditions, access to
markets and distribution channels, availability and pricing of raw materials
and other matters, all of which are inherently subject to significant
uncertainties and contingencies and many of which are beyond the Company's
control. One cannot predict whether the assumptions made in preparing the
financial forecasts will be accurate, and actual results may be materially
higher or lower than those contained in the forecasts. The inclusion of this
forward-looking information should not be regarded as fact or an indication
that the Company, the Remaining Shareholders or anyone who received this
information considered it a reliable predictor of future results, and this
information should not be relied on as such. Neither the Company's
independent auditors, nor any other independent accountants or financial
advisors, have compiled, examined, or performed any procedures with respect
to the prospective financial information contained herein, nor have they
expressed any opinion or any form of assurance on such information or its
achievability, and to assume no responsibility for, and disclaim any
association with, the prospective financial information.

WEDGESTONE FINANCIAL
FORECASTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Fiscal Year Ending December 31
-----------------------------------------------
1997E 1998E 1999E 2000E 2001E
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total Revenues . . . . . . . . $50,340 $52,180 $51,020 $46,730 $42,640
Gross Profit . . . . . . . . 17,553 18,193 17,684 16,161 14,706
EBITDA . . . . . . . . 5,466 5,395 5,356 4,626 3,896
Net Income . . . . . . . . $ 2,752 $ 2,344 $ 2,516 $ 2,352 $ 1,942
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Earnings per Share . . . . . . $ 0.13 $ 0.11 $ 0.11 $ 0.11 $ 0.09
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Average Shares Outstanding . . 21,886 21,886 21,886 21,886 21,886
</TABLE>

The assumptions underlying the forecasts supplied by the Company to Commonwealth
Associates addressed the Company's current and future expectations on its
primary products as follows.

(a) TUBULAR AFTERMARKET STEEL ACCESSORIES. The future sale of these
products is subject to the target vehicle aftermarket, and to the consumer's
continued acceptance of the appearance of these products on their vehicles. The
Company participates in a cyclical automotive industry that is entering its
fifth year of continuous expansion, outlasting most prior upward cycles. While
a downward cycle is not part of management assumptions for the immediate future,
sales of traditional aftermarket tubular products are assumed to peak in 1999.
Beyond 1999, management expects that sales of these products will be affected
by the Company's performance on several supplier agreements from OE
manufacturers calling for the direct supply of tubular products. Management
believes that as the Company and its competitors fulfill such supply agreements,
there will be a proportionate drop in the traditional tubular aftermarket for
these products. As a result, management has forecasted a decline in tubular
aftermarket accessory sales in 2000 and a further decline in 2001.

(b) TRADITIONAL AFTERMARKET BUMPERS. In the past, bumpers have been
sold to dealerships who have chosen to delete the factory bumper in exchange
for the enhanced profitability associated with selling an aftermarket bumper.
This practice is declining rapidly due to (i) the OE manufacturer's current
practice of integrating the bumper into the overall design of the vehicle and
the Company's lack of suitable look-alike alternatives and, (ii) a
significant effort on the part of the OE manufacturers to improve dealer
loyalty for their products which have been promoted through the use of
pricing strategies designed to enhance dealer profits and have significantly
eroded the Company's sales of bumpers to new vehicle dealers. Considering
the impact of OE manufacturer strategies and the effect of changing designs
of the light duty pickup truck bumpers, management has forecasted significant
declines in bumper business over the next four years.

(c) OE PRODUCTS. In recent years, particularly with the development of
new truck designs, the OE manufacturers have increased their own line of
aftermarket truck accessories. The Company has been accepted as an OE
supplier and has entered into supplier agreements with several OE
manufacturers for step bars, grille guards, light bars, push bars and combo
bars. These supplier agreements do not provide for guaranteed quantities or
exclusivity, require annual renewals, and are subject to continued consumer
acceptance of tubular accessories on light duty trucks and sport utility
vehicles. In estimating future OE aftermarket product sales, management is
relying on previous experience in dealing with OE manufacturer volumes as a
percentage of applicable vehicles produced.

(d) CAPITAL INVESTMENT: With respect to its bumper products, unless
significantly more cost effective alternatives can be identified, the Company
does not intend to invest additional capital into new bumper tooling. Tooling
will, however, be developed for tubular steel accessories to the extent that
new truck models are introduced and/or the Company believes it can expand its
market share.

(e) PRO FORMA PROFITABILITY. In the past, management has been
successful in offsetting most of the impacts of inflation through the
reduction of manufacturing labor and material costs. Management expects this
process to continue and, given the current level of inflation, has not
planned (except with respect to engineering overhead discussed below) for a
rise in the cost of materials, services or manufacturing labor and overhead.
Pro forma gross margin, therefor, is subject to overall volumes and product
mix as some products afford less gross margin than others. As bumper volumes
decline and OE product volumes increase, the overall gross margin percent
will decline due to the lower quoted margin of the OE aftermarket products
compared to the traditional aftermarket products. Additionally, continued
conversion to OE aftermarket products will require continued investments in
engineering overhead. Offsetting the effect of lower gross margins on OE
aftermarket products and the effects of increasing investments in engineering
overhead is a corresponding drop in the freight and marketing costs for these
products which are paid for by the OE manufacturer. The overall decline in
pro forma income from operations is therefor due to (i) a declining gross
margin due to assumed sales mix and, (ii) the impact on earnings associated
with lower overall sales volumes due to the decline in traditional bumper
sales which exceed management's estimate of the growth in OE aftermarket
products.

SPECIAL CAUTIONARY NOTICE REGARDING
FORWARD-LOOKING STATEMENTS

This Offer to Purchase contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of
management as well as assumptions made by and information currently available
to management. Such forward-looking statements are principally contained in
this section and include, without limitation, the Company's expectation and
estimates as to the Company's business operations, including the introduction
of new products, future financial performance, including net sales and
earnings, cash flows from operations and capital expenditures. In addition,
in this and other portions of this Offer to Purchase, the words
`anticipates,' `believes,' `estimates,' `expects,' `plans,' `intends' and
similar expressions, as they relate to the Company and its subsidiaries or
the Company's management, are intended to identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions. In addition to factors that may be described in this Offer to
Purchase, the following factors, among others, could cause the actual results
to differ materially from those expressed in any forward-looking statements
made by the Company: (i) pricing and merchandising policies from the major
automotive manufacturers; (ii) difficulties or delays in developing and
introducing new products or failure of customers to accept new product
offerings; (iii) changes in consumer preferences and the ability of the
Company to adequately anticipate such changes; (iv) the ability of the
Company to develop relationships with OE manufacturers; (v) effects of and
changes in general economic and business conditions; (vi) actions by
competitors, including new product offerings and marketing and promotional
successes; (vii) the Company's ability to execute its business plan; and
(viii) changes in business strategy or new product lines. Most of these
factors are not unique to the Company but are generally applicable to
companies in the manufacturing and automotive industries. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated or expected. The Company does not
intend to update these forward-looking statements.

8. FINANCING OF THE OFFER AND THE MERGER. The total amount of funds
required by the Company to consummate the Offer and the Merger (if necessary),
and to pay related fees and expenses is estimated to be approximately $6.1
million. The Company will ensure that it has sufficient cash to acquire all the
Shares from the Public Shareholders through, (i) additional advances on its
existing revolving credit agreement with its primary lender, The CIT
Group/Credit Finance, Inc. ("CIT") totaling $3,123,000, (ii) proceeds from the
reload of the Company's equipment term loans with CIT totaling $568,000, (iii)
an 18 month term loan totaling $1,500,000 and, (iv) cash on hand totaling
$877,000. The loans will bear interest at the rate of prime plus 1.375%
(currently aggregating 9.75%) and are between the Company's wholly owned
subsidiary Wedgestone Automotive Corp, as borrower and CIT, as lender. Each of
these loans are governed by loan agreements (the "CIT Agreements"), which
includes a revolving promissory note in the principal amount of $10,000,000 for
working capital purposes. These loans are secured by the equipment, accounts
receivable, inventory and all other tangible and intangible assets of the
Company and its subsidiaries.

Additional material terms of the CIT Agreements are (i) clearance to
proceed with the Offer from the Securities and Exchange Commission by
affirmation of no further comments, and (ii) the usual and customary affirmative
and negative covenants related to the Company's financial condition.

The Company plans to repay such borrowings from funds generated by
operations and does not anticipate any refinancing of the debt incurred in
connection with the Offer or the Merger, if necessary. However, it is
anticipated that the CIT Agreements may be extended, refinanced, renewed,
increased or amended in the future, but the Company currently has no plans to do
so.

9. DIVIDENDS AND DISTRIBUTIONS. If, on or after May 5, 1998, the
Company should declare or pay any dividend on the Shares or make any other
distribution (including the issuance of additional shares of capital stock
pursuant to a stock dividend or stock split, the

29
<PAGE>

issuance of other securities or the issuance of rights for the purchase of any
securities) with respect to the Shares that is payable or distributable to
shareholders of record on a date prior to the transfer to the name of the
Company on the Company's stock transfer records of the Shares purchased pursuant
to the Offer, then, without prejudice to the Company's rights under "The Tender
Offer -- Section 11. Certain Conditions of the Offer," (i) the purchase price
per Share payable by the Company pursuant to the Offer will be reduced to the
extent any such dividend or distribution is payable in cash; and (ii) any
non-cash dividend, distribution or right shall be received and held by the
tendering shareholder for the account of the Company and will be required to be
promptly remitted and transferred by each tendering shareholder to the
Depositary for the account of the Company, accompanied by appropriate
documentation of transfer.

10. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; QUOTATION AND
EXCHANGE ACT REGISTRATION. The purchase of Shares by the Company pursuant to
the Offer will reduce the number of Shares that might otherwise trade
publicly and will reduce the number of holders of Shares, which could
adversely affect the liquidity and market value of the remaining Shares held
by the public.

The Company intends to cause the Shares not to be listed for quotation
on the OTCBB following the consummation of the Offer, and if necessary, the
Merger.

The Shares are not currently "margin securities", as such term is defined
under the rules of the Board of Governors of the Federal Reserve System, which
has the effect, among other things, of not allowing brokers to extend credit on
the collateral of such securities.

The Shares are currently registered under the Exchange Act. Such
registration will be terminated upon application by the Company to the
Commission if the Shares are not listed on a national securities exchange and
there are fewer than 300 record holders. The termination of the registration of
the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to holders of Shares and to the
Commission and would make certain provisions of the Exchange Act, such as the
short-swing profit recovery provisions of Section 16(b), the requirement of
furnishing a proxy statement in connection with shareholders' meetings and the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions, no longer applicable to the Shares. In addition,
"affiliates" of the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such securities pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended. The
Company currently intends to terminate the registration of the Shares under the
Exchange Act as soon after consummation of the Offer as the requirements for
termination of registration are met. If such requirements are not met after the
consummation of the Offer, the Company intends to ensure that the requirements
for termination of registration are met by effecting the Merger.

11. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision
of the Offer, the Company shall not be required to accept for payment or pay for
any Shares tendered pursuant to the Offer, and may terminate or amend the Offer
and may postpone the acceptance for payment of, and payment for, Shares
tendered, if prior to the Expiration Date, any of the following
conditions exist:

30
<PAGE>

a. an order shall have been entered in any action or proceeding
before any federal or state court or governmental agency or other
regulatory body or a permanent injunction by any federal or state court of
competent jurisdiction in the United States shall have been issued and
remain in effect making illegal the purchase of, or payment for, any Shares
by the Company;

b. there shall have been any federal or state statute, rule or
regulation enacted or promulgated on or after the date of the Offer that
could reasonably be expected to result, directly or indirectly, in any of
the consequences referred to in paragraph (a) above;

c. there shall have occurred and be remaining in effect (i) any
general suspension of, or limitation on prices for, trading in securities
of the Company on NASDAQ, (ii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (iii) a
commencement of a war or armed hostilities or other national or
international calamity, directly or indirectly, involving the United States
or (iv) in the case of any of the foregoing existing on the date hereof, a
material acceleration or worsening thereof;

d. the Company (with the approval of a majority of the Independent
Committee) shall have agreed that the Company shall terminate the Offer or
postpone the acceptance for payment of or payment for Shares thereunder;
which, in the reasonable judgment of the Company in any such case, and
regardless of the circumstances giving rise to any such condition, makes it
inadvisable to proceed with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances giving rise to
any such condition or may be waived by the Company in whole or in part at any
time and from time to time in its sole discretion. The failure by the Company
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right; the waiver of any such right with respect to particular facts
and other circumstances shall not be deemed a waiver with respect to any other
facts and circumstances; and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time.

12. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS.

GENERAL. The Company is not aware of any license or other regulatory
permit that appears to be material to the business of the Company that might be
adversely affected by the acquisition of Shares by the Company pursuant to the
Offer or, except as set forth below, of any approval or other action by any
domestic (federal or state) or foreign governmental, administrative or
regulatory authority or agency which would be required prior to the acquisition
of Shares by the Company pursuant to the Offer. Should any such approval or
other action be required, it is the Company's present intention to seek such
approval or action. The Company does not currently intend, however, to delay
the purchase of Shares tendered pursuant to the Offer pending the outcome of any
such action or the receipt of any such approval (subject to the Company's right
to decline to purchase Shares if any of the conditions in "The Tender Offer --
Section 11. Certain Conditions of the Offer" shall have occurred). There can
be no assurance that any such approval or other action, if needed, would be
obtained without substantial conditions or that adverse consequences might not

31
<PAGE>

result to the business of the Company, or that certain parts of the businesses
of the Company, might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or other
action or in the event that such approval was not obtained or such other action
was not taken. The Company's obligation under the Offer to accept for payment
and pay for Shares is subject to certain conditions, including conditions
relating to the legal matters discussed in this Section 12. See "The Tender
Offer -- Section 11. Certain Conditions of the Offer."

STATE TAKEOVER LAWS. Chapter 110F of the Massachusetts General Laws
("Chapter 110F") prohibits a corporation with 200 or more stockholders from
engaging in a "Business Combination" (as defined in Chapter 110F) with an
"Interested Stockholder" (defined generally as a person who, together with
affiliates and associates, owns 5% or more of such corporation's outstanding
voting stock, or as an affiliate or associate of such corporation who, together
with affiliates and associates, owned 5% or more of such corporation's
outstanding voting stock, or as an affiliate or associate of such corporation
who, together with affiliates and associates, owned 5% or more of such
corporation's outstanding voting stock at any time within the immediately
preceding three-year period) for three years following the date such person
became an Interested Stockholder. The provisions are not applicable when
(i) prior to the date the stockholder became an Interested Stockholder, the
board of directors of the corporation approved either the Business Combination
or the transaction that resulted in the stockholder becoming an Interested
Stockholder, (ii) upon consummation of the transaction that resulted in the
stockholder becoming an Interested Stockholder, such Interested Stockholder
owned at least 90% of the outstanding voting stock of the corporation, not
including shares owned by directors who are also officers and by certain
employee stock plans, or (iii) on or subsequent to the date the stockholder
becomes an Interested Stockholder, the Business Combination is approved by the
board of directors of the corporation and authorized at a meeting of
stockholders, and not by written consent, by the affirmative vote of the holders
of least two-thirds of the outstanding voting stock entitled to vote thereon,
excluding shares owned by the Interested Stockholder. These restrictions
generally do not apply to Business Combinations with an Interested Stockholder
that are proposed subsequent to the public announcement of, and prior to the
consummation or abandonment of, certain mergers, sales of a majority of a
corporation's assets or tender offers for 50% or more of the corporation's
voting stock. Based on the foregoing, the restrictions of Chapter 110F will not
apply to the Offer and Merger. Chapter 110F allows corporations to elect not to
be subject to the preceding provisions of Massachusetts law. The Company has
not so elected.

ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and the rules that have been promulgated thereunder by the Federal Trade
Commission (the "FTC"), certain transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice and the FTC and certain waiting period requirements have
been satisfied. The acquisition of Shares by the Company pursuant to the Offer,
however, is not subject to such requirements. See "The Tender Offer -- Section
2. Acceptance for Payment and Payment for Shares."

LITIGATION. To the best knowledge of the Company, no lawsuits have been
filed relating to the Offer or the Merger since February 9, 1998, the date of
the announcement by the Company that it proposed to acquire the Shares from the
Public Shareholders.

32
<PAGE>

13. FEES AND EXPENSES. Except as set forth below, the Company will not
pay any fees or commissions to any broker, dealer or other person for soliciting
tenders of Shares pursuant to the Offer.

The Company has retained Innisfree M&A Incorporated as the Information
Agent, and BankBoston N.A., as the Depositary, in connection with the Offer.
The Information Agent may contact holders of Shares by mail, telephone,
telecopy, telegraph and personal interview and may request banks, brokers,
dealers and other nominee stockholders to forward materials relating to the
Offer to beneficial owners.

As compensation for acting as Information Agent in connection with the
Offer, Innisfree M&A Incorporated will be paid an estimated fee of $12,000 and
will also be reimbursed for certain out-of-pocket expenses and may be
indemnified against certain liabilities and expenses in connection with the
Offer, including certain liabilities under the federal securities laws. The
Company will pay the Depositary a fee of $30,000 for its services in connection
with the Offer, plus reimbursement for out-of-pocket expenses, and will
indemnify the Depositary against certain liabilities and expenses in connection
therewith, including certain liabilities under federal securities laws.
Brokers, dealers, commercial banks and trust companies will be reimbursed by the
Company for customary handling and mailing expenses incurred by them in
forwarding material to their customers.

14. MISCELLANEOUS. The Company is not aware of any jurisdiction in which
the making of the Offer is prohibited by any administrative or judicial action
pursuant to any valid state statute. If the Company becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of Shares
pursuant thereto, the Company will make a good faith effort to comply with any
such state statute. If, after such good faith effort, the Company cannot comply
with any such state statute, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares in such state. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Company by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY NOT CONTAINED IN THIS OFFER TO PURCHASE
OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Pursuant to Rule 13e-3 and Rule 13e-4 of the General Rules and Regulations
under the Exchange Act, the Company has filed with the Commission the
Schedule 13E-3 and the Schedule 13E-4 together with exhibits, furnishing
additional information with respect to the Offer and may file amendments
thereto. Such statements, including exhibits and any amendments thereto, which
furnish certain additional information with respect to the Offer, may be
inspected at, and copies may be obtained from, the same places and in the same
manner as set forth in "The Tender Offer -- Section 7. Certain Information
Concerning the Company" (except that they will not be available at the regional
offices of the Commission).

33
<PAGE>

WEDGESTONE FINANCIAL

May 8, 1998