WOLVERINE TUBE INC, 10-Q, 1996-05-13

WOLVERINE TUBE INC
10-Q, 1996-05-13
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q

(Mark One)

X Quarterly report pursuant to Section 13 or 15 (d) of the Securities Act
- - --- of 1934

For the quarterly period ended March 30, 1996
--------------

Transition report pursuant to Section 13 or 15 (d) of the Securities Act
- - --- of 1934

For the transition period from to
------------- --------------

Commission file number 1-12164
-------

WOLVERINE TUBE, INC.
--------------------
(Exact name of registrant as specified in its charter)

Delaware 63-0970812
--------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35806
---------------------------------------- --------
(Address of principal executive offices) (Zip Code)

(205) 353-1310
--------------
(Registrant's telephone number, including area code)

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

Indicate the number of shares outstanding of each class of common stock, as of
the latest practicable date:

Class Outstanding at April 15, 1996
---------- -----------------------------
Common Stock, par value $0.01 per share 13,672,373 shares

<PAGE> 2
WOLVERINE TUBE, INC.

INDEX

Page No.
--------
PART I Financial Information
<S> <C> <C>
Item 1. Financial Statements
(unaudited)

Condensed Consolidated Statements of Income -
Three-Month Periods Ended March 30, 1996 and
April 1, 1995 ........................................ 2

Condensed Consolidated Balance Sheets -
March 30, 1996 and December 31, 1995 ................. 3

Condensed Consolidated Statements of Cash Flows -
Three-Month Periods Ended March 30, 1996 and
April 1, 1995 ........................................ 4

Notes to Condensed Consolidated
Financial Statements ................................. 5

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........ 10

PART II Other Information

Item 1. Legal Proceedings .................................... 15

Item 4. Submission of Matters to a Vote of Security Holders .. 15

Item 6. Exhibits and Reports on Form 8-K ..................... 15
</TABLE>

<PAGE> 3
WOLVERINE TUBE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(In thousands, except per share data)

<TABLE>
<CAPTION>
Three-month period ended:
-------------------------
March 30, April 1,
1996 1995
-------- --------
<S> <C> <C>
Net sales...................................... $179,414 $179,756
Cost of goods sold............................. 156,000 156,533
-------- --------
Gross profit................................... 23,414 23,223

Selling, general and administrative expenses... 5,060 5,966
-------- --------

Income from operations......................... 18,354 17,257

Other expenses:
Interest expense............................. 2,303 2,383
Amortization and other, net.................. 128 323
-------- --------
Income before income taxes..................... 15,923 14,551

Income taxes................................... 5,660 5,419
-------- --------

Net income..................................... 10,263 9,132

Less: Preferred stock dividends................ (70) (70)
-------- --------

Net income applicable to common shares......... $ 10,193 $ 9,062
======== ========

Net income per share........................... $ 0.72 $ 0.65
======== ========

Weighted average number of common and
common equivalent shares..................... 14,216 14,012
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

2
<PAGE> 4

WOLVERINE TUBE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands,except share data)

<TABLE>

ASSETS
<CAPTION>
March 30, December 31,
1996 1995
-------- --------
<S> <C> <C>
Current assets: (Unaudited) (Note)
Cash and equivalents..................................................... $ 10,154 $ 5,494
Accounts receivable, net................................................. 93,287 80,940
Inventories.............................................................. 60,277 55,237
Prepaid expenses and other............................................... 430 170
-------- --------

Total current assets.................................................. 164,148 141,841

Property, plant and equipment, net........................................ 145,961 148,876
Deferred charges and intangible assets, net............................... 60,728 61,239
Prepaid pension obligations............................................... 6,918 5,269
-------- --------

Total assets.......................................................... $377,755 $357,225
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable......................................................... $ 46,193 $ 37,400
Accrued liabilities...................................................... 9,728 10,435
Deferred income taxes.................................................... 1,518 1,647
-------- --------

Total current liabilities............................................. 57,439 49,482

Deferred income taxes..................................................... 25,406 23,132
Long-term debt............................................................ 100,396 100,547
Postretirement benefit obligations........................................ 12,901 12,774
Accrued environmental remediation......................................... 4,689 4,690
-------- --------

Total liabilities..................................................... 200,831 190,625

Minority interest......................................................... 74 74

Redeemable cumulative preferred stock, par value $1 per share;
20,000 shares issued and outstanding at March 30, 1996 and
December 31, 1995 ....................................................... 2,000 2,000

Stockholders' equity:
Cumulative preferred stock, par value $1 per share;
500,000 shares authorized............................................... ---- ----

Common stock, par value $.01 per share; 20,000,000 shares
authorized, 13,672,373 and 13,669,603 shares issued and outstanding at
March 30, 1996 and December 31, 1995, respectively...................... 137 137

Additional paid-in capital............................................... 93,213 93,189
Retained earnings........................................................ 88,405 78,212
Accumulated currency translation adjustment.............................. (6,905) (7,012)
-------- --------
Total stockholders' equity............................................ 174,850 164,526
-------- --------
Total liabilities, redeemable cumulative preferred stock
and stockholders' equity............................................. $377,755 $357,225
======== ========
</TABLE>

Note: The Balance Sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.

3
<PAGE> 5

WOLVERINE TUBE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

<TABLE>
<CAPTION>
Three-month period ended:
-------------------------
March 30, April 1,
1996 1995
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................$ 10,263 $ 9,132
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization...................... 4,131 4,586
Deferred taxes..................................... 2,136 (939)
Changes in operating assets and liabilities:
Accounts receivable............................... (12,284) (20,226)
Inventories....................................... (5,006) 125
Prepaid expenses, pension obligations and other... (2,115) 58
Accounts payable.................................. 8,766 8,268
Accrued liabilities............................... (368) 5,581
-------- --------
Net cash provided by operating activities............. 5,523 6,585

INVESTING ACTIVITIES
Additions to property, plant and equipment............ (663) (5,868)
Proceeds received from sale of assets................. ---- 130
Other................................................. ---- (4)
-------- --------
Net cash (used) by investment activities.............. (663) (5,742)

FINANCING ACTIVITIES
Repayments under revolving credit facility, net....... ---- (100)
Issuance of common stock.............................. 28 310
Additions to deferred charges......................... ---- (3)
Principal payments on long-term debt and
capitalized lease obligations....................... (152) (275)
Dividends paid ....................................... (70) (70)
-------- --------
Net cash (used) by financing activities............... (194) (138)
Effect of exchange rate on cash and equivalents....... (6) (7)
-------- --------
Net increase in cash.................................. 4,660 698
Cash and equivalents beginning of period.............. 5,494 108
-------- --------

Cash and equivalents end of period....................$ 10,154 $ 806
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

4
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1996
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries after
elimination of significant intercompany accounts and transactions. The
accompanying condensed financial statements have been prepared in accordance
with instructions to Form 10-Q and do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying condensed financial statements (and all
information in this report) have not been examined by independent auditors;
but, in the opinion of management all adjustments, which consist of normal
recurring accruals necessary for a fair presentation of the results for the
period, have been made. The results of operations for the three-month period
ended March 30, 1996 are not necessarily indicative of the results of
operations that may be expected for the year ending December 31, 1996. For
further information, refer to the consolidated financial statements and
footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 1995.

The Company uses its internal operational reporting cycle for quarterly
financial reporting.

Certain amounts in the condensed consolidated statement of income for the
three-month period ended April 1, 1995 have been reclassified to conform to the
presentation in the three-month period ended March 30, 1996.

NOTE 2 - CONTINGENCIES

The Company is subject to extensive U.S. and Canadian federal, state,
provincial and local environmental laws and regulations. These laws, which are
constantly changing, regulate among other things the discharge of materials
into the environment.

The Company has received various communications from regulatory
authorities concerning certain environmental matters and has currently been
named as a potentially responsible party ("PRP") at various waste disposal
sites. The Company believes that its potential liability in excess of the
amounts accrued with respect to these waste disposal sites is not material.

The Company is one of a number of PRPs named by the Environmental
Protection Agency (EPA) with respect to the soil and groundwater contamination
at the Double Eagle Refinery Superfund site in Oklahoma City, Oklahoma. The
costs associated with the cleanup of this site will be entirely borne by the
PRP group, as the site owner is currently bankrupt. In March 1993,
twenty-three PRPs named with respect to the soil contamination of the site,

<PAGE> 7

including the Company, submitted a settlement offer to the EPA. The
PRPs offered to pay the EPA $2,200,000 in return for an agreement with the EPA
and the State of Oklahoma to release those PRPs from all liability concerning
soil contamination at the site. The Company's portion of the settlement offer
is $272,188.

On June 30, 1995, the EPA responded to the PRP's offer with two settlement
options and a proposed consent order pursuant to which the settlement would be
effectuated. Under the first option, the EPA would accept the PRP's offer but
could reopen the settlement if the EPA's cost to remediate the site exceeds
$12.0 million. Such excess would be allocated pro rata based on each company's
contribution to the original settlement. The second option allows each PRP to
pay a certain amount based upon the EPA's worst-case cost scenario to
remediate the site and receive complete protection from reopening the
agreement. Under this option, Wolverine's contribution to the settlement would
be approximately $347,355. In February 1996, the Company notified the EPA, the
United States Department of Interior and the Oklahoma Department of Wildlife
that it planned to accept the second settlement option pending final resolution
of consent order language and volumetric reallocation. Under this settlement
option, the Company would pay $347,355 for remediation response costs and
$8,464 for natural resource damages.

The Company has received an order under Section 3008(h) of the Resource
Conservation and Recovery Act (RCRA) to perform a facilities investigation of
its site in Decatur, Alabama, including a portion of the site where wastes were
buried ( the "Burial Site"). Contamination of the entire site is probable and
should the EPA decide to order remediation, remediation, monitoring, legal and
other costs are estimated to be $2,500,000. Under a purchase agreement and a
subsequent agreement between the Company and the Henley Group, Inc. ("Henley"),
Henley took control of investigating the Burial Site and indemnified the
Company from the cost of investigation and any required cleanup of the Burial
Site. These agreements expire on December 31, 1999, and the potential
liability, if any, at that time reverts back to the Company.

In 1993, the Company commissioned a series of environmental assessments of
its properties in Canada which were purchased in 1988 from Noranda Metal
Industries Limited ("NMI") (collectively with its parent, Noranda, Inc.,
"Noranda"). These assessments resulted in the finding of PCBs above
permissible limits at the New Westminster facility and in an adjacent tidal
flat of the Fraser River. Additional findings include traces of PCBs within
the Montreal facility, as well as the presence of heavy metal and other
contaminants at the New Westminster and Montreal facilities.

On October 13, 1993, the Company filed a statement of claim against
Noranda and other parties, contending that Noranda is liable for substantially
all of the cleanup costs at New Westminster and Montreal under the
environmental indemnity contained in the purchase agreement and that Noranda
materially breached the agreement by failing, among other things, to provide
full and complete disclosure of the condition of the facilities. The Statement
of Claim seeks certain declaratory judgments, specific performance of the
agreement, and general specific prospective damages of up to $25,000,000
(Canadian).

The Ministry of Environment, Lands and Parks of the Province of British
Columbia (the "B.C. Ministry") has issued a Pollution Abatement Order to the
Company and NMI regarding the

<PAGE> 8

New Westminster facility and a tidal flat in the Fraser River immediately
adjacent to an outfall from this property's drainage system. The order
requires the Company and NMI to prevent discharge of contaminants from the
property, to undertake further investigation of this site and to prepare a
remediation plan and implementation schedule for cleanup of the contaminated
area, including the Fraser River.

In November 1994, Wolverine and NMI submitted remediation plans to the
B.C. Ministry. The B.C. Ministry rejected these plans and directed Wolverine
and NMI to conduct further tests and to develop plans to remove the majority of
the contaminated material from both the New Westminster Property and the Fraser
River and to treat or dispose of, at a minimum, certain highly contaminated
portions of this material. On July 31, 1995, Wolverine and NMI submitted
revised remediation plans to the B.C. Ministry.

Operations at the New Westminster facility were discontinued in April
1991, and the facility was sold in November 1995 to Juker Holdings Ltd.
("Juker"). Terms of the sales agreement provide that Juker assume
responsibility for the remediation of the New Westminster and neighboring
properties (excluding the Fraser River) and indemnify Wolverine from any
liability with respect to the remediation of the Property. Wolverine and Juker
have requested that the B.C. Ministry replace Wolverine with Juker as a party
to the B.C. Order. No response to this request has been received. The Company
believes that Juker has sufficient financial resources to meet whatever
liability it faces as a result of the sales agreement and the B.C. Order.

On December 21, 1995, the B.C. Ministry issued a letter amending the
Pollution Abatement Order requiring Wolverine and NMI to submit by February 24,
1996 (subsequently extended to April 26, 1996), a detailed implementation work
plan incorporating comments contained in the letter, for remediation of the
Property and the Fraser River. As provided under the sales agreement, Juker is
responding to the B.C. Ministry comments as they relate to the Property. The
Company believes Juker is liable for substantially all of these remediation
costs connected with the New Westminster Property. However, if Wolverine is
forced to bear a substantial portion of the costs, this could have a material
adverse effect on the Company's consolidated financial position, results of
operations and liquidity.

Wolverine also anticipates that significant costs could be incurred in
remediating the PCB and other contamination in the vicinity of the Fraser
River. Negotiations are ongoing with the B.C. Ministry regarding the level of
remediation of the Fraser River that will be required. Wolverine estimates a
range of between $1,385,000 and $2,300,000 to remove the contamination
depending upon the level of remediation ultimately selected. Wolverine
continues to believe that Noranda should be held entirely responsible for the
study and remediation costs related to the Fraser River. If, however, the
Company is forced to bear a substantial portion of these costs, and the
remediation plan selected by the B.C. Ministry requires significant
expenditures, then these costs could have a material adverse effect on the
Company's consolidated financial position, results of operations and liquidity.

The Company has no obligation to remediate the soil contamination at its
Montreal facility under current Quebec statutes. The Company has instituted a
program to prevent further contamination and is monitoring the existing
contamination. The traces of PCBs within the

<PAGE> 9

Montreal facility have been remediated. The Company intends to continue to
operate its Montreal facility and does not intend to remediate the heavy metal
contamination; thus, no estimate has been made of the costs to remove the heavy
metal from the soil and no amount has been accrued in the accompanying
consolidated financial statements.

The Company has become aware that a municipal drinking water supply in the
vicinity of the Company's Ardmore, Tennessee facility (the "Ardmore Facility")
is apparently contaminated with certain substances (volatile organics) that
have also been found in soils at the Ardmore Facility. The Tennessee Division
of Superfund (the "Tennessee Division") has advised the Company that the
Ardmore Facility is considered the likely source of the contaminants. Ardmore
plant personnel met with the Tennessee Division on July 13, 1995, to discuss
the situation, and the regulatory personnel acknowledged that no formal
administrative or other action had been taken to list the Ardmore Facility as a
Superfund site under federal or state law.

On December 28, 1995, the Company entered into a Consent Order and
Agreement with the Tennessee Division relating to the Ardmore Facility under
which the Company agreed to conduct a preliminary investigation regarding
whether the volatile organics in or at the municipal drinking water supply are
related to the Ardmore Facility and, if necessary, to undertake any appropriate
response. That investigation has disclosed elevated concentrations of certain
volatile organic compounds in soils in certain areas of the Ardmore Facility
and also has disclosed elevated levels of certain volatile organic compounds in
the shallow residuum groundwater zone at the Ardmore Facility. Under the terms
of the Consent Order and Agreement, the Company is required to perform a
Remediation Investigation and Feasibility Study ("RI/FS") if it is determined
that the results of the preliminary investigation disclose contaminants at
certain levels. It is premature to estimate the cost of any RI/FS, if
necessary, or any remedial action that may be required following any RI/FS.

A recent report of a 1995 EPA site inspection of the Ardmore Facility
recommended further action for the site. The Company believes, however, that
because the Tennessee Division is actively supervising an ongoing investigation
of the Ardmore Facility, it is unlikely that EPA will intervene and take
additional action. If the EPA should decide to intervene, however, that could
increase the cost of any required further investigation or remedial action.

The Company has completed a Phase II environmental investigation at the
Greenville, Mississippi facility (the "Greenville Facility"). The
investigation indicates the presence of soil and water contamination above
acceptable limits. The Company is working with the Mississippi Department of
Environmental Quality to further define the area of contamination and prepare a
plan of remediation. While the Company's environmental consultants are
continuing tests to define the extent of the contamination and no remediation
plan has been prepared, the current preliminary estimate of cost to complete
testing and remediate the Greenville Facility is $1,500,000, although this
estimate may change once results of testing are obtained.

The Company has accrued environmental remediation costs of $4,689,000 at
March 30, 1996, consisting primarily of $239,000 for estimated remediation
costs for the London and Fergus Facilities, $2,500,000 for the Decatur
Facility, $750,000 for the Greenville Facility, and $1,200,000 for various
waste disposal sites. Such accrual does not anticipate any recovery for

<PAGE> 10

amounts indemnified by other parties. In addition, the costs of testing and
remediation required at the Greenville Facility will be shared with the former
owners of the facility on a dollar for dollar basis, not to exceed $750,000,
under an Escrow Agreement established at the time of the 1994 acquisition of
Small Tube Products Company. Based on information currently available, the
Company believes that the costs of these matters are not reasonably likely to
have a material adverse effect on the Company's consolidated financial
condition, results of operations or liquidity.

NOTE 3 - INVENTORIES

<TABLE>
<CAPTION>
Inventories are as follows: March 30, December 31,
1996 1995
- - ------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Finished Products $10,195 $11,530
Work-in-process 22,941 20,757
Raw materials and supplies 27,141 22,950
- - ------------------------------------------------------------------------------------------
$60,277 $55,237
==========================================================================================
</TABLE>

NOTE 4 - INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $241,000
and $19,000 for the three-month period ended March 30, 1996 and $170,000 and
$370,000 for the three-month period ended April 1, 1995, respectively.

<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three-Month Period Ended March 30, 1996 Compared to
Three-Month Period Ended April 1, 1995

For the three months ended March 30, 1996, consolidated net sales were
$179.4 million compared with $179.8 million in the three-month period ended
April 1, 1995. The lower sales for the three-month period this year versus
last year were attributable to a decrease in the price of copper which was
partially offset by an increase in fabrication charges. The average COMEX
price of copper was $1.18 per pound in the most recent three-month period
compared with $1.38 per pound in the same period last year. The primary impact
to Wolverine of lower copper prices is lowered net sales and cost of goods
sold. The Company uses various strategies to minimize the effect of copper
prices on the Company's earnings.

Total pounds shipped for the three-month period of 1996 increased to 84.9
million pounds compared with 84.8 million pounds a year ago. Shipments of
commercial tube decreased 1.2% primarily as a result of softening market
conditions in the automotive and consumer appliance industries. Shipments of
wholesale products increased 25.4% as the Company increased its offering in the
United States as fabrication charges of these products increased. Shipments of
rod, bar and strip products decreased 9.4% due to reduced sales of rod and bar
products to service centers for electrical applications and strip products used
in coinage applications.

Consolidated gross profit increased to $23.4 million in the first
three-month period of 1996 compared to $23.2 million in the first three-month
period of 1995. This gross profit improvement was due to increased fabrication
charges and decreased manufacturing costs resulting from efficiencies realized
from the completion of several capital expendiutre projects completed in 1995.

Consolidated selling, general and administrative expenses for the
three-month period of 1996 were $5.1 million compared to $6.0 million for the
three-month period of 1995. This decrease was the result of decreased
incentive expenses as operational results did not meet planned levels, and
decreased pension expenses resulting from the pension plan's investment
performance.

Consolidated net interest expense for the three-month period of 1996 was
$2.3 million compared to $2.4 million for the three-month period in 1995. The
decrease was primarily due to decreased borrowings on the revolving credit
facility and increased interest income on cash and equivalents which were
partially offset by decreased capitalized interest as a result of completed
capital projects.

<PAGE> 12

The effective tax rate for the three-month period ended March 30, 1996 was
35.6% as compared to 37.2% for the three-month period ended April 1, 1995. The
lower effective tax rate for the three-month period ended March 30, 1996 is
primarily the result of a tax reorganization which reduced the provision
recorded for the Candian operations.

Consolidated net income for the first quarter of 1996 was $10.3 million,
or $0.72 per share, on 14.2 million average shares outstanding, compared with a
$9.1 million, or $0.65 on 14.0 million shares outstanding for the first quarter
of 1995.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities is the Company's primary source
of liquidity and totaled $5.5 million during the first quarter of 1996 compared
to $6.6 million in the first quarter of 1995. The change was primarily due to
changes in working capital in the 1996 period compared to the 1995 period. The
$12.3 million increase in net accounts receivable from the December 31, 1995
balance sheet is due to increased shipments in the first quarter of 1996
compared to the fourth quarter of 1995 which was partially offset by declining
COMEX copper prices.

The Company has an unsecured credit agreement with a group of banks. The
credit agreement, as amended in April 1996, (i) provides an aggregate available
revolving credit facility limit of $75.0 million, (ii) has up to a Cdn. $13.5
million sublimit available to Wolverine Tube (Canada) Inc., (iii) matures in
full in March 1998, and (iv) bears interest, at the Company's election, at a
floating base rate which is either the federal funds effective rate, plus a
specified margin of .50% to 1.50%, or LIBOR plus a specified margin of .25% to
1.00%. As of March 30, 1996 (and at the date hereof), there were no
outstanding borrowings under the agreement.

The Company's $99 million, 10.125% Senior Subordinated Notes due September
1, 2002, are redeemable at the option of the Company beginning on September 1,
1997, at rates ranging from 103.80% in 1997 to 100% in 2000. In the event that
the Company elects to redeem these notes, it would require the use of other
long-term financing.

Capital expenditures were $0.7 million for the first quarter of 1996 and
$5.9 million for the first quarter of 1995. The Company currently expects to
spend $7.8 million in 1996 under its existing capital improvement program. The
Company believes that it will be able to satisfy its existing working capital
needs, interest obligations and capital expenditure requirements with cash flow
from operations and funds available from the credit agreement.

ENVIRONMENTAL

The Company's facilities and operations are subject to extensive
environmental laws and regulations. During the quarter ended March 30, 1996,
the Company spent approximately $0.4 million on environmental matters which
include remediation costs, monitoring costs and legal and other costs. The
Company has a reserve of $4.7 million for environmental remediation costs.

<PAGE> 13

This reserve is reflected in the Company's Condensed Consolidated Balance Sheet
and does not anticipate any recovery for amounts indemnified by other parties.

In 1993, the Company discovered the presence of PCBs and other
contaminants at certain Canadian properties (the "Properties") that the Company
acquired in 1988 from Noranda Metal Industries Limited ("NMI"), and its parent,
Noranda Inc. ("Noranda"). On December 16, 1993, the Ministry of Environment,
Lands and Parks of the Province of British Columbia (the "B.C. Ministry")
issued a Pollution Abatement Order to Wolverine and NMI with respect to one of
the Properties (the "New Westminster Property") and a tidal flat in the Fraser
River immediately adjacent to an outfall from this property's drainage system.

In November 1995, Wolverine sold its interest in the New Westminster
Property to Juker Holdings, Ltd. ("Juker") for $1,926,000 (U.S.). Terms of the
sales agreement provide that Juker assume responsibility for the remediation of
the New Westminster and neighboring properties (excluding the Fraser River) and
indemnify Wolverine from any liability with respect to the remediation of the
property. Wolverine and Juker have requested that the B.C. Ministry replace
Wolverine with Juker as a party to the B.C. Order. No response to this request
has been received. The Company believes that Juker has sufficient financial
resources to meet whatever liability it faces as a result of the sales
agreement and the B.C. Order.

Wolverine also anticipates that significant costs could be incurred in
remediating the PCB and other contamination in the vicinity of the Fraser
River. Negotiations are ongoing with the B.C. Ministry regarding the level of
remediation of the Fraser River that will be required. Wolverine estimates a
range of between $1,385,000 and $2,300,000 to remove the contamination,
depending upon the level of remediation ultimately selected. Wolverine
continues to believe that Noranda should be held entirely responsible for the
study and remediation costs related to the Fraser River. If, however, the
Company is forced to bear a substantial portion of these costs, and the
remediation plan selected by the B.C. Ministry requires

<PAGE> 14

significant expenditures, then these costs could have a material adverse effect
on the Company's consolidated financial position, results of operations and
liquidity.

Although management believes that Noranda Inc. and NMI together have
sufficient financial resources to meet whatever liability they might face as a
result of the Ontario Litigation and the B.C. Order, preliminary discovery has
suggested that NMI alone would not have sufficient resources to bear these
expenses. At present, Noranda Inc. has not been named as a party to the B.C.
Order.

The Company has become aware that a municipal drinking water supply in the
vicinity of the Company's Ardmore, Tennessee, facility (the "Ardmore Facility")
contains certain substances (volatile organics) that have also been found in
soils at the Ardmore Facility. The Tennessee Division of the Superfund (the
"Tennessee Division") advised the Company that the Ardmore Facility is
considered the likely source of the contaminants. Ardmore plant personnel met
with the Tennessee Division on July 13, 1995, to discuss the situation and the
regulatory personnel acknowledged that no formal administrative or other action
had been taken to list the Ardmore Facility as a Superfund site under federal
or state law.

On December 28, 1995, the Company entered into a Consent Order and
Agreement with the Tennessee Division relating to the Ardmore Facility under
which the Company agreed to conduct a preliminary investigation regarding
whether the volatile organics in or at the municipal drinking water supply are
related to the Ardmore Facility and, if necessary, to undertake any appropriate
response. The estimated cost of the investigation is not material. Until the
preliminary investigation is completed, the Company cannot determine whether
any additional action is necessary to the Ardmore Facility. That investigation
has disclosed elevated concentrations of certain volatile organic compounds in
soils in certain areas of the Ardmore Facility and also has disclosed elevated
levels of certain volatile organic compounds in the shallow residuum
groundwater zone at the Ardmore Facility. Under the terms of the Consent Order
and Agreement, the Company is required to perform a Remediation Investigation
and Feasibility Study ("RI/FS") if it is determined that the results of the
preliminary investigation disclose contaminants at certain levels. It is
premature to estimate the cost of any RI/FS, if necessary, or any remedial
action that may be required following any RI/FS.

The Company has completed a Phase II environmental investigation at the
Greenville, Mississippi, facility (the "Greenville Facility"). The
investigation indicates the presence of soil and water contamination above
acceptable limits. The Company is working with the Mississippi Department of
Environmental Quality to further define the area of contamination and prepare a
plan of remediation. While the Company's environmental consultants are
continuing testing to define the extent of the contamination and no remediation
plan has been prepared, the current

<PAGE> 15

preliminary estimated cost to complete testing and remediate the Greenville
Facility is $1,500,000, although this estimate may change as the results of
testing are obtained.

The Company has been identified by the EPA as one of a number of
Potentially Responsible Parties ("PRPs") at three Superfund sites in Athens,
Alabama; Criner, Oklahoma; and Oklahoma City, Oklahoma. The Company believes
that its potential liability with respect to these Superfund sites is not
material. However, there can be no assurance that the Company will not be named
a PRP at additional Superfund sites in the future or that the costs associated
with those sites would not be substantial.

The Company believes that it faces no significant liability for the
Athens, Alabama, site because it has removed all of the material that it
contributed to the site. The Company believes that it faces no significant
liability for the Criner, Oklahoma, site because The Henley Group, Inc.
("Henley") has retained liability for all cleanup costs resulting from the
Company's past disposal of used oil at the Criner, Oklahoma site pursuant to an
indemnification agreement between the Company and Henley entered into in
connection with the acquisition in 1987 of substantially all the assets of the
seamless copper tube business of Henley (the "1987 Purchase Agreement").
Henley, which is not affiliated with the Company, has discharged these
obligations to date.

The Company was also notified on December 16, 1992 and February 12, 1993
of its potential liability in connection with the Double Eagle Refinery
Superfund site in Oklahoma City, Oklahoma for soil and groundwater
contamination, respectively. The Company is one of a number of PRPs named by
the EPA in connection with the disposal of used oil at this site. By letter
dated March 31, 1993, 23 of the 46 PRPs named with respect to the soil
contamination of the site, including the Company, submitted a settlement offer
to the EPA, whereby the PRPs offered to pay the EPA $2.2 million, in return for
an agreement with the EPA and the State of Oklahoma pursuant to which those
PRPs would be released from all past and future liability concerning the site.
The Company agreed to contribute $272,188 to the settlement offer. On June 30,
1995, the EPA responded to the PRP's offer with two settlement options. Under
the first option, the EPA would accept the PRP's offer but could reopen the
settlement if the EPA's cost to remediate the site exceeds $12.0 million. Such
excess would be allocated pro rata (based on each Company's contribution to the
original settlement). The second option allows each PRP to pay a certain
amount, based upon the EPA's worst case cost scenario to remediate the site,
and receive complete protection from reopening the agreement. Under this
option, Wolverine's contribution to the settlement would be approximately
$347,355. In February 1996, the Company notified the EPA, the United States
Department of Interior and the Oklahoma Department of Wildlife Conservation
that it planned to accept the second settlement option pending final resolution
of consent order language and volumetric reallocation. Under this settlement
option, the Company would pay $347,355 for remediation response cost and $8,464
for natural resource damages.

14
<PAGE> 16
PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There were no material legal proceeding developments during the
three-month period ended March 30, 1996.

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

No matters were submitted to a vote of security holders of the Company
during the three-month period ended March 30, 1996.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
10.1 Third Amendment to the Loan Agreement, dated April 26, 1996
11 Computation of Earnings per Share
27 Financial Data Schedule (for SEC use only)

(b) Reports

No reports on Form 8-K were filed by the Company during the
three-month period ended March 30, 1996.

15
<PAGE> 17
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

Wolverine Tube, Inc.
--------------------
(registrant)

Dated: May 10, 1996 By: /s/ James E. Deason
---------------------------------
James E. Deason
Executive Vice President
Finance and Administration

<PAGE> 18

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
------ -----------
<S> <C> <C>
10.1 Third Amendment to the Loan Agreement, dated
April 26, 1996

11 Computation of Earnings Per Share

27 Financial Data Schedule (for SEC use only)
</TABLE>

<PAGE> 1
EXHIBIT 10.1

THIRD AMENDMENT TO LOAN AGREEMENT

THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT"), is made and
entered into as of the 26th day of April, 1996, by and among (i)(a) WOLVERINE
TUBE, INC., a Delaware corporation with principal office and place of business
in Huntsville, Alabama ("WOLVERINE TUBE"), and (b) WOLVERINE TUBE (CANADA)
INC., an Ontario corporation with principal office and place of business in
London, Ontario, Canada ("WOLVERINE CANADA") (Wolverine Tube and Wolverine
Canada are hereinafter collectively referred to as the "BORROWERS", and each is
hereinafter individually referred to as a "BORROWER"), (ii)(a) MELLON BANK, N.
A., a national banking association with principal office and place of business
in Pittsburgh, Pennsylvania ("MELLON BANK"), (b) PNC BANK, KENTUCKY, INC., a
Kentucky banking corporation with principal office and place of business in
Louisville, Kentucky ("PNC"), (c) BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association with principal office and place of
business in San Francisco, California ("BANK OF AMERICA"), and (d) THE BANK OF
NOVA SCOTIA, a Canadian banking corporation with principal office and place of
business in Toronto, Ontario, Canada ("BANK OF NOVA SCOTIA") (Mellon Bank,
PNC, Bank of America and Bank of Nova Scotia are each sometimes hereinafter
individually referred to as a "BANK", and all of the same are sometimes
hereinafter collectively referred to as the "BANKS"), and (iii) MELLON BANK,
N. A., in its capacity as agent for the Banks (in such capacity, the "AGENT").

Preliminary Statement:

A. Pursuant to that certain Loan Agreement dated as of February 28, 1994,
among the Borrowers, the Banks and PNC, as Initial Agent (in such capacity the
"INITIAL AGENT"), as amended pursuant to that certain First Amendment to Loan
Agreement dated as of November 23, 1994, among the Borrowers, the Banks and
the Initial Agent and the Second Amendment to Loan Agreement dated as of April
5, 1995, among the Borrowers, the Banks, the Initial Agent and the Agent
(collectively, the "LOAN AGREEMENT"), the Banks have established a revolving
credit facility in the principal amount of Sixty Million U.S. Dollars
($60,000,000.00) in favor of the Borrowers upon the terms and conditions set
forth in the Loan Agreement.

B. The parties desire that certain changes be made in the respective
amounts of the Revolving Loan Commitments of the Banks.

C. In order to accomplish the foregoing and certain other amendments to
the Loan Agreement, the Borrowers, the Banks and the Agent desire to amend the
Loan Agreement in the manner set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth herein, and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:

SECTION 1. DEFINITIONS. Each capitalized term used herein, unless
otherwise expressly defined herein, shall have the meaning set forth in the
Loan Agreement.

SECTION 2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby
amended as set forth below in this Section 2.

2.1 DEFINITIONS. Section 1 of the Loan Agreement is amended by deleting
the definitions of "Applicable Commitment Fee Percentage", "Date of
Determination", "Pricing Level I", "Pricing Level II", "Pricing Level III",
"Pricing Level IV", "Pricing Level V", "Pricing Level Calculation Date", and
by adding the following definitions:

<PAGE> 2

1.7 "Applicable Commitment Fee Percentage" means, for any Pricing
Period, the Applicable Commitment Fee Percentage corresponding to the
Pricing Level in effect for such Pricing Period, as follows:

<TABLE>
<CAPTION>
Applicable Commitment
Pricing Level Fee Percentage
------------- ---------------------
<S> <C>
Pricing Level I 0.375%
Pricing Level II 0.25%
Pricing Level III 0.20%
Pricing Level IV 0.15%
Pricing Level V 0.10%
</TABLE>

1.53 "Date of Determination" means (i) if a Rating is in effect,
the date of the establishment of such Rating and the date of each change
in such Rating or (ii) if no Rating is in effect, the date on which the
quarterly financial statements referred to in Section 5.3(b) hereof are
delivered to the Agent.

1.63 "Applicable Federal Funds Rate Margin" means, for any Pricing
Period, the applicable Federal Funds Rate Margin corresponding to the
Pricing Level in effect for such Pricing Period, as follows:

Applicable Federal
Pricing Level Funds Rate Margin
------------- -----------------
<S> <C>
Pricing Level I 1.50%
Pricing Level II 1.25%
Pricing Level III 1.00%
Pricing Level IV 0.75%
Pricing Level V 0.50%
</TABLE>

1.89 "Pricing Level" means, for any Pricing Period, Pricing Level
I, Pricing Level II, Pricing Level III, Pricing Level IV or Pricing
Level V, as may be in effect for such Pricing Period.

1.92 "Pricing Level I", "Pricing Level II", "Pricing Level III",
"Pricing Level IV", and "Pricing Level V", shall mean:

(i) If one or more Ratings are in effect, the Pricing Level set
forth below with respect to such Ratings; provided, that on
any date on which both Ratings are not in the same Pricing
Level, then the Pricing Level resulting in the higher pricing
shall apply; and

(ii) If neither Rating is in effect, the Pricing Level set forth
below with respect to the ratio of Wolverine Tube's
Consolidated Total Funded Debt as measured on the Fiscal
Quarter end immediately preceding the relevant Date of
Determination, to Wolverine Tube's Consolidated EBITDA for
the four-Fiscal Quarter period ended immediately preceding
such Date of Determination;

-2-
<PAGE> 3

Consolidated Total Funded
S&P Rating Moody's Rating Debt/Consolidated EBITDA
---------- -------------- -------------------------
<S> <C> <C> <C>
Pricing Level I BB- or below Ba3 or below Equal to or greater than
- - ---------------- 2.5 to 1

Pricing Level II BB or higher Ba2 or higher Equal to or greater than
- - ---------------- 2.0 to 1, but less than
2.5 to 1

Pricing Level III BBB- or higher Baa3 or higher Equal to or greater than
- - ----------------- 1.5 to 1, but less than
2.0 to 1

Pricing Level IV BBB or higher Baa2 or higher Equal to or greater than
- - ---------------- 1.0 to 1, but less than
1.5 to 1

Pricing Level V A- or higher A3 or higher Less than 1.0 to 1
- - ---------------

</TABLE>

1.94 "Pricing Level Calculation Date" means (i) if a Rating is in
effect, the date such Rating is established and the date of each change
therein and (ii) if no Rating is in effect, each date on which the
quarterly financial statements referred to in Section 5.3(b) hereof are
delivered to the Agent.

1.31 "Moody's" shall mean Moody's Investors Services, Inc., or any
successor thereto.

1.32 "Moody's Rating" means the rating assigned to Wolverine Tube's
senior unsecured long term debt by Moody's, or if no such rating is
assigned the "hypothetical senior long-term debt rating" assigned by
Moody's to Wolverine Tube.

1.33 "Ratings" shall mean the S&P Rating and/or the Moody's Rating.
A Rating shall not be deemed to be in effect until Wolverine Tube has
delivered to the Agent an irrevocable notice stating that the Borrower
desires pricing under this Agreement to thereafter be determined with
reference to the Ratings and that at least one Rating is in effect.
Neither Borrower may, at any time after delivery of such notice, elect
to have pricing determined with reference to the ratio of Consolidated
Total Funded Debt to Consolidated EBITDA.

1.34 "S&P" means Standard & Poor's Rating Services, or any
successor thereto.

1.35 "S&P Rating" means the rating assigned to Wolverine Tube's
senior unsecured long term debt by S&P, or if no such rating is
assigned, the "issuer credit rating" assigned by S&P to Wolverine Tube.

2.2 COMMITMENTS. Each reference in the Preliminary Statements and
in Sections 1.106, 2 and 2.1A to the amount "Sixty Million U.S. Dollars
($60,000,000)" is deleted and a reference to "Seventy-Five Million U.S. Dollars
($75,000,000)" is substituted.

-3-
<PAGE> 4
2.3 APPLICABLE LIBOR RATE MARGIN. The table set forth in Section
2.2A(ii) is deleted and the following is substituted:

Applicable LIBOR
Pricing Level Rate Margin
------------- ----------
<S> <C>
Pricing Level I 1.00%
Pricing Level II 0.75%
Pricing Level III 0.50%
Pricing Level IV 0.375%
Pricing Level V 0.25%
</TABLE>

2.4 APPLICABLE BANKERS' ACCEPTANCE FEE MARGIN. The table set
forth in Section 2.6D(ii) is deleted and the following is substituted:

Applicable Bankers'
Pricing Level Acceptance Fee Margin
------------- ---------------------
<S> <C>
Pricing Level I 1.00%
Pricing Level II 0.75%
Pricing Level III 0.50%
Pricing Level IV 0.375%
Pricing Level V 0.25%
</TABLE>

2.5 APPLICABLE LETTER OF CREDIT FEE PERCENTAGE. The table
set forth in Section 2.12F(ii) is deleted and the following is substituted:

Applicable Letter of
Pricing Level Credit Fee Percentage
------------- ---------------------
<S> <C>
Pricing Level I 1.00%
Pricing Level II 0.75%
Pricing Level III 0.50%
Pricing Level IV 0.375%
Pricing Level V 0.25%
</TABLE>

2.6 INDEBTEDNESS. Section 6.2(g) is amended and the following
is substituted:

(g) Indebtedness not to exceed Twenty Million U.S. Dollars
($20,000,000) in principal amount (including capitalized interest) at any
one time outstanding (which Indebtedness shall include Indebtedness of
Wolverine Canada used on an annual basis to redeem certain of its stock
owned by 1105836-Ontario Inc., a nonresident owned investment
corporation incorporated under the laws of the Province of Ontario (the
"NRO")).

2.7 INVESTMENTS, LOANS, ETC. Section 6.6 is amended by (a)
deleting the "and" at the end of clause (ii), (b) deleting the period and
substituting a semi-colon at the end of clause (iii) and (c) adding the
following new clauses (iv) and (v):

(iv) The Indebtedness of Wolverine Canada referred to in the
proviso of Section 6.2(g) may be purchased and held by the NRO, or by
any other nonresident owned investment corporation formed for such
purpose and incorporated under the laws of the Province of Ontario and
wholly-owned by the NRO; and

-4-
<PAGE> 5
(v) The capital contributions to the Subsidiaries referred to
in Section 4.2 made prior to the date of the Third Amendment to this
Agreement and capital contributions to the nonresident owned investment
corporations incorporated after the date of the Third Amendment to this
Agreement referred to in clause (iv) above, which capital contributions
shall not be in excess of the capital contributions made to the NRO prior
to the date of the Third Amendment to this Agreement.

2.8 TRANSACTIONS WITH AFFILIATES. Section 6.16 is amended by
deleting the proviso and substituting the following:

provided, the provisions of this Section 6.16 shall not apply
to (a) the management agreement between Wolverine Tube and Genstar or (b)
the transactions described in the proviso to Section 6.2(g) or in Section
6.6(iv).

2.9 CONSOLIDATED TOTAL FUNDED DEBT TO CONSOLIDATED EBITDA.
Section 6.12 is deleted and the following is substituted:

6.12 Consolidated Total Funded Debt to Consolidated EBITDA.
Wolverine Tube will not permit, as at each Fiscal Quarter end, the ratio
of (a) its Consolidated Total Funded Debt as at such Fiscal Quarter end,
to (b) its Consolidated EBITDA for the four-Fiscal Quarter period ended
on such Fiscal Quarter end, to exceed 3.00 to 1.0 at such Fiscal Quarter
end.

2.10 MINIMUM CONSOLIDATED NET WORTH. Section 6.14 is deleted
and the following is substituted:

6.14 Minimum Consolidated Net Worth. Wolverine Tube will not
permit its Consolidated Net Worth, as of each Fiscal Year end of
Wolverine Tube after Fiscal Year ended December 31, 1995, to be less
than One Hundred Thirty-Five Million U.S. Dollars ($135,000,000) plus
the sum of (A) 50% of Wolverine Tube's Consolidated Net Income for its
Fiscal Year then ended, and (B) all proceeds (net of underwriters'
discount and other customary and usual closing costs) realized by either
Borrower from the private placement and/or public offering of any shares
of its stock during Wolverine Tube's Fiscal Year then ended. For
purposes of this Section 6.14, any net losses hereafter incurred by the
Borrowers will not reduce the amount of the minimum Consolidated Net
Worth required to be maintained by Wolverine Tube pursuant to this
Section 6.14.

2.11 SCHEDULES. Schedule 2.1 is deleted and Schedule 2.1 as
attached to this Amendment is substituted.

2.12 SUBSIDIARIES. Section 4.2 is deleted and the following
is substituted:

4.2 Subsidiaries. Wolverine Canada, STPC Holding, Inc., Small
Tube Manufacturing Corporation and the NRO, and any other nonresident
owned investment corporations incorporated from time to time under the
laws of the Province of Ontario as contemplated by Section 6.6(iv)
hereof, are wholly-owned subsidiaries of Wolverine Tube and, together
with Wolverine Tube International Ltd., a corporation formed and existing
under the laws of Bermuda, are the only Subsidiaries of Wolverine Tube.
Wolverine Canada has no Subsidiaries.

-5-
<PAGE> 6

2.13 ENVIRONMENTAL REPRESENTATION. Paragraph C of Section
4.21 is deleted and the following is substituted:

C. Each Borrower represents and warrants that, except as
otherwise disclosed in writing to the Banks or in reports filed by the
Borrowers with the Securities and Exchange Commission and furnished by
the Borrowers to the Banks prior to the date of this Loan Agreement, it
is not a party to any litigation or administrative proceeding, nor so far
as is known by such Borrower is any litigation or administrative
proceeding threatened against such Borrower, which, in either case, if
adversely determined, would have a Material Adverse Effect and which, in
either case, asserts or alleges that (i) such Borrower has violated any
Environmental Law, (ii) such Borrower is required to clean up or take
other response action due to the release or threatened release or
transportation of any Hazardous Substance, or (iii) such Borrower is
required to pay all or a portion of the cost of any past, present or
future cleanup or other response action which arises out of or is related
to the release or threatened release or transportation of any Hazardous
Substance.

SECTION 3. EFFECTIVE DATE; NEW NOTES. On April 26, 1996 or
such later date as shall have been agreed to by the Agent (the "EFFECTIVE
DATE"), the Borrower shall execute and deliver to the Agent new notes (the "NEW
NOTES") payable to Banks, in the form provided by Exhibit A to the Loan
Agreement, as amended hereby, with the blanks appropriately filled in
replacement of the Revolving Notes presently outstanding (the "EXISTING NOTES").
For all purposes of the Loan Instruments the New Notes shall be deemed to be the
Revolving Notes under the Loan Instruments. Interest accrued and unpaid on the
Existing Notes shall continue to be owed under the New Notes.

SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrowers
represent and warrant to the Banks and the Agent as follows:

4.1 AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS, ETC.
The execution, delivery and performance of this Amendment and the New Notes (as
defined above) to which each Borrower is a party have been duly authorized by
all necessary corporate action on the part of each Borrower, will not result in
any violation of or be in conflict with or constitute a default under the
Articles of Incorporation or By-Laws of either Borrower or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to either Borrower, or result in the creation of any Lien upon any
of the properties or assets of either Borrower.

4.2 ENFORCEABILITY. This Amendment, the New Notes and the
Loan Instruments, as amended hereby, to which each Borrower is a party
constitute the valid and binding obligations of each Borrower, legally
enforceable against such Borrower in accordance with its terms, except to the
extent the enforceability of this Amendment, the New Notes and the Loan
Instruments, as amended hereby, are subject to the effect of applicable laws
affecting the rights of creditors generally and equitable principles.

4.3 GOVERNMENTAL CONSENTS. To the best knowledge of each
Borrower, neither Borrower is required to obtain any order, consent, approval
or authorization of, or is required to make any declaration or filing with, any
governmental authority in connection with the execution and delivery of this
Amendment or the New Notes or the negotiation, offer, issue, sale and delivery
of the New Notes, as applicable, or in connection with the performance of the
Loan Instruments, as amended hereby.

4.4 REPRESENTATIONS AND WARRANTIES UNDER THE LOAN AGREEMENT.
The Borrowers hereby restate, as of the date hereof, the representations and
warranties contained in Section 4 of the Loan Agreement, as amended hereby.

-6-
<PAGE> 7
4.5 EVENTS OF DEFAULT. No Event of Default and no Potential
Event of Default has occurred and is continuing or exists under the Loan
Agreement, as amended hereby.

For purposes of Section 7(e) of the Loan Agreement, the
foregoing representations and warranties shall be deemed to have been made in
connection with the Loan Agreement.

SECTION 5. CONDITIONS. The effectiveness of Section 2 is
subject to the satisfaction of the following conditions:

5.1 NEW NOTES. The Agent shall have received on behalf of the
Banks the New Notes, duly executed and delivered by Wolverine Tube.

5.2 ARTICLES OF INCORPORATION AND BY-LAWS OF WOLVERINE TUBE.
The Agent shall have received a copy of the Articles of Incorporation of
Wolverine Tube, certified to be true, accurate and complete by the Secretary of
State of Delaware, together with a copy of the By-Laws of Wolverine Tube,
certified to be true, accurate and complete by the Secretary of Wolverine Tube.

5.3 ARTICLES AND BY-LAWS OF WOLVERINE CANADA. The Agent shall
have received a copy of the Articles of Wolverine Canada, certified to be true,
accurate and complete by the Secretary of Wolverine Canada, together with a
copy of the By-Laws of Wolverine Canada, certified to be true, accurate and
complete by the Secretary of Wolverine Canada.

5.4 RESOLUTIONS. The Agent shall have received resolutions of
the Board of Directors of each Borrower, authorizing such Borrower to execute
and deliver, and to consummate the transactions contemplated by, this
Amendment, in form and substance satisfactory to the Agent, and certified to be
true, accurate and complete by the Secretary of such Borrower.

5.5 CERTIFICATE OF INCUMBENCY. The Agent shall have received
a Certificate of Incumbency signed by the Secretary of each Borrower,
certifying the names and the true signatures of the officers of such Borrower
authorized to execute and deliver this Amendment and the New Notes on behalf of
such Borrower.

5.6 CONSENTS AND ACKNOWLEDGMENTS. The Agent shall have
received the Consents and Acknowledgments attached to this Amendment shall have
been executed and delivered by each of the guarantors set forth thereon.

5.7 OTHER DOCUMENTS. The Agent shall have received such other
documents, agreements and instruments as the Banks may reasonably request.

SECTION 5. MISCELLANEOUS. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument. Except to the extent
expressly amended or modified hereby, the provisions of the Loan Instruments
shall remain in full force and effect.

-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Loan Agreement to be duly executed as of the day and year first
above written.

WOLVERINE TUBE, INC.

By: /s/ James E. Deason
-------------------------------------
Title: Executive Vice President, Finance
----------------------------------
and Administration Secretary and
----------------------------------
Treasurer
----------------------------------

WOLVERINE TUBE (CANADA) INC.

By: /s/ Richard B. Hare
-------------------------------------
Title: Assistant Treasurer
----------------------------------

MELLON BANK, N. A., individually
and as Agent

By: /s/ Dwayne R. Finney
-------------------------------------
Title: Assistant Vice President
----------------------------------

PNC BANK, KENTUCKY, INC.

By: /s/ Ben Willingham
-------------------------------------
Title: Vice President
----------------------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By: /s/ Michael J. McKenney
-------------------------------------
Title: Vice President
----------------------------------

THE BANK OF NOVA SCOTIA

By: /s/ Dan Brown
-------------------------------------
Title: Relationship Manager
----------------------------------

-8-
<PAGE> 9

SCHEDULE 2.1

Amount Pro Rata Share of
of Revolving Aggregate Revolving
Name of Bank Loan Commitment Loan Commitments
- - ------------ --------------- ----------------

<S> <C> <C>
1. Mellon Bank, N. A. $24,375,000 32.5%

2. PNC Bank, Kentucky, Inc. $16,875,000 22.5%

3. Bank of America National $16,875,000 22.5%
Trust and Savings
Association

4. The Bank of Nova Scotia $16,875,000 22.5%

TOTAL $75,000,000 100.0%

</TABLE>

<PAGE> 1

EXHIBIT 11

WOLVERINE TUBE, INC.
COMPUTATION OF EARNINGS PER SHARE

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

THREE-MONTH PERIOD ENDED:
------------------------

MARCH 30, APRIL 1,
1996 1995
------- -------
<S> <C> <C>
Net income applicable to common shares.......................... $10,193 $ 9,062
======= =======

Weighted average common shares outstanding...................... 13,672 13,499

Common equivalent shares outstanding............................ 544 513
------- -------

Weighted average common and common
equivalent shares outstanding (1)............................. 14,216 14,012
======= =======

Net income per common share..................................... $ .72 $ .65
======= =======

</TABLE>

(1) Represents shares issuable upon the exercise of stock options based
upon the treasury stock method using the average market price. As fully
diluted shares outstanding are the same as primary shares outstanding for
all periods presented, net income per common share on a fully-diluted basis
is not separately presented.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME OF WOLVERINE TUBE, INC. FOR
THE THREE MONTHS ENDED MARCH 30, 1996, AND THE CONDENSED CONSOLIDATED
BALANCE SHEET OF WOLVERINE TUBE, INC. AT MARCH 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-30-1996
<CASH> 10,154
<SECURITIES> 0
<RECEIVABLES> 93,287<F1>
<ALLOWANCES> 0
<INVENTORY> 60,277
<CURRENT-ASSETS> 164,148
<PP&E> 145,961<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 377,755
<CURRENT-LIABILITIES> 57,439
<BONDS> 100,396
0
2,000
<COMMON> 137
<OTHER-SE> 174,713
<TOTAL-LIABILITY-AND-EQUITY> 337,755
<SALES> 179,414
<TOTAL-REVENUES> 179,414
<CGS> 156,000
<TOTAL-COSTS> 156,000
<OTHER-EXPENSES> 5,188
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,303
<INCOME-PRETAX> 15,923
<INCOME-TAX> 5,660
<INCOME-CONTINUING> 10,263
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,263
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
<FN>
<F1>THE VALUES FOR THE TAGS RECEIVABLES AND PP&E ARE SHOWN NET OF THEIR
RESPECTIVE ALLOWANCE ACCOUNTS.
</FN>

</TABLE>