ROBERTSON CECO CORP, 10-K, 1995-03-30

ROBERTSON CECO CORP
10-K, 1995-03-30
METAL DOORS, SASH, FRAMES, MOLDINGS & TRIM

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

Annual report ("Report") pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1994 (FEE
REQUIRED)

Commission file number 1-10659

ROBERTSON-CECO CORPORATION
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 36-3479146
------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

222 Berkeley Street, Boston, Massachusetts 02116
---------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (617) 424-5500
--------------
Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
-------------------- --------------------------------
Common Stock, par value, $0.01 per share New York Stock Exchange
---------------------------------------- --------------------------------

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

None
------------------------------------------------------------------------------
(Title of Class)

The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $20,499,403 based upon the closing sales price of
Registrant's common stock on the New York Stock Exchange on March 17, 1995.
(The value of shares of common stock held by executive officers and directors
of the Registrant and their affiliates has been excluded.)

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

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

As of March 17, 1995, 16,096,562 shares of common stock of the
Registrant were outstanding.

Portions of the Registrant's definitive proxy statement for Registrant's
1994 annual meeting of stockholders to be filed with the Commission not later
than 120 days after the end of Registrant's fiscal year covered by this report
("Report") are incorporated by reference into Part III.<PAGE>

ROBERTSON-CECO CORPORATION

Table of Contents

PART I

Page
-----------------------------------------------------------

Item 1. Business . . . . . . . . . . . . . . . . . . . . . 3

Item 2. Properties . . . . . . . . . . . . . . . . . . . . 6

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . 7

Item 4. Submission of Matters to a Vote of Security Holders . 8

Item 4.1 Executive Officers of the Registrant . . . . . . . 8

PART II

-----------------------------------------------------------
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters. . . . . . . . . . . . . . . 10

Item 6. Selected Financial Data. . . . . . . . . . . . . . 11

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . 14

Item 8. Financial Statements and Supplementary Data. . . . 27

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . 60

PART III

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

Item 10. Directors and Executive Officers of the Registrant. . 61

Item 11. Executive Compensation . . . . . . . . . . . . . . 61

Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . 61

Item 13. Certain Relationships and Related Transactions . . 61

PART IV

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

ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. . . . . . . . . . . . . . . 62

Signatures . . . . . . . . . . . . . . . . . . . . 63

<PAGE>
ITEM 1. BUSINESS
--------

THE COMPANY

Robertson-Ceco Corporation (the "Company") was formed on November 8,
1990 by the merger (the "Combination") of H. H. Robertson ("Robertson") and
Ceco Industries, Inc. ("Ceco Industries") with and into The Ceco Corporation
("Ceco"), a wholly-owned subsidiary of Ceco Industries, with Ceco continuing
as the surviving corporation under the name Robertson-Ceco Corporation. The
Combination was accounted for using the purchase method, with Robertson deemed
the acquiror. Accordingly, the assets, liabilities and results of operations
of Ceco Industries are included in the Company's consolidated financial
statements only for periods subsequent to November 1, 1990.

The Company and its subsidiaries operate in two segments: (1) the Metal
Buildings Group, which is engaged in the manufacture, sale and installation of
pre-engineered metal buildings for commercial and industrial users; and (2)
the Building Products Group, which provides construction services and at
certain locations is engaged in the manufacture, sale and installation of
non-residential building components, including wall, roof and floor systems.
Most of the products and services which the Company manufactures and sells are
used in the construction of buildings, including commercial and industrial
buildings, schools, offices, hospitals and multi-family dwellings. The Company
considers all aspects of its business to be highly competitive. The Company's
business is both seasonal and cyclical in nature and, as a consequence, has
certain working capital needs which are characteristic of the industry in
which the Company conducts its business. At a time of increased construction
activity, the Company has a need for increased working capital which
traditionally has been funded principally by short-term bank borrowings and
letters of credit.

As a result of the significant, negative impact on operations and
liquidity caused by the severe recession in the worldwide non-residential
construction markets, and the unlikelihood that a turnaround in the economy
would occur in the near future, during the third quarter of 1991, the Company
began to develop a restructuring plan designed to improve its operational and
financial performance. In connection with this restructuring plan, during the
first quarter of 1992, the Company sold (a) certain of its domestic building
products and construction businesses, including the operations of the Ceco
Door Products, the Ceco Entry Systems and the Ceco/Windsor Door operating
units of the Company (collectively, the "Door Business"), acquired as part of
the Combination, and the portion of the Company's H. H. Robertson Company
(USA) operating unit engaged in the design, fabrication, marketing, sale and
erection of industrial and architectural wall, roof and other building
products systems (the "X-1 Business") for approximately $135 million, (b) its
floor and deck business (the "Floor Business") for $2.4 million and (c) its
subsidiary located in South Africa (the "South African Subsidiary" and,
together with the X-1 Business and the Floor Business, the "Sold Businesses")
for $5.3 million. The Company's 1990 results of operations were reclassified
to reflect the Door Business as a discontinued operation. The Sold Businesses
represented a portion of a segment and operated as part of the Company's
Building Products Group. In November 1993, the Company sold for no cash
consideration, its subsidiary located in the United Kingdom (the "U.K.
Subsidiary") which also operated as part of the Company's Building Products
Group.

During the fourth quarter of 1994, the Company sold its remaining U.S.
Building Products operation, the Cupples Products Division (the "Cupples
Division") which manufactures curtainwall systems, to a newly formed Company
owned by a member of the Company's Board of Directors, and commenced a plan to
sell or dispose of its remaining European Building Products operations (the
"European Operations"). The sale of the Cupples Division was completed
December 27, 1994. The Company is currently in the process of implementing
its plan to sell or dispose of its European Operations. The operating results
of the Company's Cupples Division and the European Operations are included in
the financial statements for periods prior to September 30, 1994. Also during
the fourth quarter of 1994, the Company entered into a Letter of Intent for
the sale of its Concrete Construction Group ("the Concrete Division"), to an
entity owned by a company which is controlled by the Company's Chief Executive
Officer. The sale of the Concrete Division was completed on March 3, 1995.
The sale price was $11.5 million cash, adjusted to reflect an as of October 1,
1994 sale date, a $3 million interest bearing note which is payable over three
years (the "Concrete Note") and the assumption of certain liabilities by the
purchaser. Upon the closing of the sale, the Company received $8.0 million of
cash, after adjustments. The Concrete Note was subsequently assigned to an
unrelated third party pursuant to the settlement of certain litigation (see
"Legal Proceedings") which is not related to the Concrete Division. The
Concrete Division had previously operated as a separate business segment and,
as a result of the sale, the Company's results of operations for the periods
from 1990 to 1994 have been reclassified to reflect the Concrete Division as a
discontinued operation.

In addition to the sale of the businesses discussed above, a series of
other operational restructuring actions were taken in 1992, 1993 and 1994.
Operational restructuring actions included downsizing the corporate
headquarters, exiting unprofitable businesses and product lines, closing
excess plants and redistributing manufacturing operations and equipment from
closed operations, consolidating and improving capacity and cost effectiveness
at remaining plants, relocating certain product lines, reducing work force
levels and consolidating certain financial and administrative functions.

In addition, significant financial restructuring actions were completed
during 1992, 1993 and 1994. (See "Managements Discussion and Analysis of
Financial Condition and Results of Operations.")

METAL BUILDINGS

The Company owns and operates three pre-engineered metal building
companies: Ceco Building Systems, Star Building Systems, and H. H. Robertson
Building Systems (Canada). Pre-engineered metal buildings have traditionally
accounted for a significant portion of the market for commercial and
industrial buildings under 150,000 sq. ft. in size that are built in North
America. Historically aimed at the one-story small to medium building market,
the use of the product is expanding to large (up to 1 million sq. ft.), more
complex, and multi-story (up to 4 floors) buildings. The product provides the
customer with a custom designed building at generally a lower cost than
conventional construction and is generally faster to job completion from
concept.

The Company's pre-engineered metal buildings are designed and
manufactured at plants in California, Iowa, Mississippi and North Carolina,
and in Ontario, Canada. The buildings are sold through builder/dealers located
throughout the U.S. and Canada. In addition to sales in North America, in
recent years the Company has been selling its buildings to a growing Asian
market. Sales to these markets are made both through local unaffiliated
dealers and by Company salespersons. The principal materials used in the
manufactured buildings are hot and cold rolled steel products that are readily
available from many sources. The buildings consist of four components: primary
structural steel, secondary structural steel, cladding, and accessories
(doors, windows, flashing, etc.). The buildings are erected by the dealer
network supplemented by subcontractors and, in certain cases, by Company
erection crews.

The Company faces competition from many other manufacturers. Price and
service are the primary competitive features in this market. The Metal
Buildings Group accounted for 56%, 69% and 81% of the Company's revenue
(before intersegment eliminations) in 1992, 1993 and 1994, respectively.

BUILDING PRODUCTS

The Building Products Group provides construction services with respect
to: (a) insulated and non-insulated roofing, siding and exterior wall panels;
(b) fluted steel roofs and decks and fluted and cellular steel floor and deck
and related supplies and accessories; (c) louvers and ventilators; and (d)
architectural wall systems. In connection with an agreement pursuant to which
the Company sold the Door Business and the X-1 Business, the Company (a) sold
its United States building products businesses, other than its Cupples
Division and (b) agreed not to compete in the United States with respect to
the building products businesses which were sold. During 1994, the Company
sold its Cupples Division and commenced actions to sell or dispose of the
remaining European Operations. The principal materials used by the Company in
the manufacture of its building products are coiled steel (both galvanized and
prepainted), coiled and sheet aluminum, glass synthetic resins and metal
fastening devices. These materials are readily available from multiple
sources.

The principal geographic areas in which the Company's ongoing Building
Products services and products are sold are Asia and the Pacific Rim,
Australia and Canada. The Company's Building Products Group competes with a
number of companies who provide such services and distribute competing product
lines, including manufacturers of metal building products which are similar to
those provided by the Company. Further competition comes from manufacturers
using other materials such as concrete, brick, gypsum products, glass and
reinforced plastics. Price, service, warranty, product and installation
performance each affect competition for the Company's building products.

The Building Products Group accounted for 44%, 31% and 19% of the
Company's revenues (before intersegment eliminations) in 1992, 1993 and 1994,
respectively.

Refer to Note 17 to the Consolidated Financial Statements for
information concerning the Company's business segments.

SEASONALITY

The Company operates in the construction and commercial building sectors
with a significant portion of the Company's revenues concentrated in North
America. As a result, the Company considers its business to be seasonal in
nature and operating results are in part effected by the severity of weather
conditions.

CUSTOMERS

The Company serves a wide variety of customers, virtually all of which
are in the construction industry, and there is no dependence upon a single
customer, group of related customers or a few large customers.

INVENTORY AND BACKLOG

Virtually all sales of pre-engineered metal buildings and building
products are for specific projects, and the Company maintains a minimum
inventory of finished products. Shipments of pre-engineered metal buildings
and building products are generally made directly from the manufacturing plant
to the building sites. Raw materials are largely comprised of steel-related
materials which are susceptible to price increases, especially during periods
of strong economic expansion. Historically, the Company and the related
industries with which it competes have been successful in passing on such
price increases to purchasers.

Due to the wide availability of the necessary raw materials and the
generally short delivery lead times, the Company generally has been able to
minimize its risk with respect to price increases in the raw materials used to
make its products. To the extent that the Company has quoted a fixed-price
sales contract and has not locked in the related cost of the raw materials,
the Company is at risk for price increases in such raw materials.

For material, backlog is determined primarily based upon receipt of a
letter of intent or purchase order from the customer; for erection work,
backlog is determined based primarily on receipt of the customer contract or
letter of intent. The Company reduces its backlog upon recognition of the
related revenue. At December 31, 1994, the backlog of unfilled orders believed
to be firm for the Company's ongoing businesses was approximately $100.8
million. On a comparable basis, adjusted for the sale of the Cupples Division,
the European Operations and the Concrete Division, which together at December
31, 1993 had a combined backlog of approximately $67.3 million, the order
backlog was approximately $84.1 million at December 31, 1993. Substantially
all of the December 31, 1994 backlog is expected to be performed in 1995.

PATENTS

The Company owns a number of patents with varying expiration dates
extending beyond the year 2000. None of these patents is believed to be a
major factor in the competitive position of the Company. The Company has
entered into various licensing arrangements relating to the Company's patents,
trademarks and 'know-how,' but the revenues received from these arrangements,
in the aggregate, are not significant.

ENVIRONMENTAL CONTROLS

The Company's manufacturing activities have generated and continue to
generate materials classified as hazardous wastes. The Company devotes
considerable resources to compliance with legal and regulatory requirements
relating to (a) the use of these materials, (b) the proper disposal of such
materials classified as hazardous wastes and (c) the protection of the
environment. These requirements include clean-ups at various sites. The
Company's policy is to accrue environmental and clean-up related costs of a
non-capital nature when it is probable that a liability has been incurred and
such liability can be reasonably estimated. Based upon currently available
information, including the reports of third parties, management does not
believe that the reasonably probable loss in excess of the amounts accrued in
the Company's consolidated financial statements would be material. However, no
assurance can be given that any future discovery of new facts and the
application of the Company's legal and regulatory requirements to those facts
would not be material and would not change the Company's estimate of costs it
could be required to pay in any particular situation (See "ENVIRONMENTAL
MATTERS").

EMPLOYEES

At December 31, 1994, the Company employed at its ongoing businesses
(excluding 1,183 employees at the Company's former Concrete Division which
was sold March 3, 1995 and 94 employees of the European Operations which are
held for sale or disposition at December 31, 1994) approximately 1,641 persons
worldwide and was a party to collective bargaining agreements with various
labor unions covering approximately 119 U.S. employees and 93 foreign
employees. Work stoppages are generally a possibility in connection with the
negotiation of collective bargaining agreements, although the Company believes
that its employee relations are generally satisfactory.

FOREIGN OPERATIONS

The Company owns subsidiaries or directly conducts operations in several
foreign countries. For the year ended December 31, 1994, foreign operations
accounted for 21% of the Company's revenues before inter-area eliminations,
and at December 31, 1994, foreign operations accounted for 20% of the
Company's total assets (before adjustments and eliminations). The Company's
foreign investments and businesses result in several risks to the Company's
financial condition and results of operations, including potential losses
through currency exchange rate fluctuations, expropriation of assets,
restrictions upon the repatriation of capital and profits, and foreign
governmental regulations discriminating against non-domestic companies (see
Note 17 to the Consolidated Financial Statements).

ITEM 2. PROPERTIES
----------

The Company maintains and operates manufacturing plants world-wide to
produce the products and materials required by its business activities. The
listing below identifies those manufacturing facilities of the Company's
ongoing businesses which are currently used in the Company's business and
identifies the business segments that use the properties. These facilities
are owned by the Company. All of the Company's manufacturing facilities are
pledged as collateral in connection with the Company's credit facilities.

MANUFACTURING PLANT BUSINESS SEGMENT
------------------- ----------------

Monticello, Iowa Metal Buildings
Lockeford, California Metal Buildings
Mt. Pleasant, Iowa Metal Buildings
Rocky Mount, North Carolina Metal Buildings
Columbus, Mississippi Metal Buildings
Hamilton, Ontario, Canada Metal Buildings
Revesby, N.S.W., Australia Building Products

Each of the Company's manufacturing plants is an operating facility,
designed to produce particular items. The productive capacities of these
plants are adequate to serve the Company's business needs at a volume at least
equal to that achieved in 1994.

ITEM 3. LEGAL PROCEEDINGS
-----------------

LAWSUITS

Three related lawsuits were filed by or against the Company in 1990 and
1991 and are pending in the Supreme Court of the State of New York [Cupples
Product Division of H.H. Robertson Company v. Morgan Guaranty Trust Company of
New York, et al (the "New York Litigation"); Ace Contracting Company, a
Division of Cell-San Construction Company, Inc. v. Morgan Guaranty Trust
Company of New York, et al; H. Sand & Co., Inc. v. Morgan Guaranty Trust
Company of New York]. The lawsuits arise out of the construction of new
headquarters for Morgan Guaranty Trust Company of New York ("Morgan") at 60
Wall Street, New York, New York. Cupples acted as a subcontractor for the
provision and erection of custom curtainwall for the building. Morgan and
Tishman Construction Company of New York ("Tishman"), the general contractors
for the project, have claimed that the Company and Federal Insurance Company
("Federal"), as issuer of a performance bond in connection with the Company's
work, are liable for $29.9 million in excess completion costs and delay
damages due to the Company's alleged failure to perform its obligations under
its subcontract. The Company has taken action to enforce a $5.0 million
mechanic's lien against the building and seeks to recover more than $10.0
million in costs and damages caused by Tishman's breach of the subcontract
with the Company. Ace Contracting Company and H. Sand & Co., Inc. each joined
the Company as a necessary party, due to the existence of the Company's
mechanic's lien, to mechanics liens actions brought by those parties, against
other parties. In March 1995, the Company and Federal entered into an
agreement under which Federal has agreed to hold the Company harmless from
claims pending in the New York Litigation. Under the agreement, Federal will
assume control of the New York Litigation (see Note 14 to the Consolidated
Financial Statements).

In February 1994, the Company filed suit in state court in Iowa against
Alaska Industrial Development and Export Authority ("AIDEA"), Olympic Pacific
Builders, Inc. ("OPB") and Strand Hunt Corp. ("Strand Hunt") and others
alleging breach of contact, tortious interference with contractual relations,
negligence and misrepresentation, and seeking payment of amounts owed to the
Company and other damages in connection with a pre-engineered metal building
in Anchorage, Alaska. The Company fabricated the building for OPB, which in
turn supplied the building to Strand Hunt, as general contractor for AIDEA.
In March 1994, Strand Hunt filed suit in the Superior Court for the State of
Alaska against a number of parties, including the Company and its surety.
Strand Hunt has alleged against the Company breach of contract, breach of
implied warranties, misrepresentation and negligence in connection with the
fabrication of the building and seeks damages in excess of $10 million. The
Company answered the Alaska suit and asserted the claims made in the Iowa
action as counterclaims against the other parties. In addition, cross-claims
of a similar nature to those of Strand Hunt have been made against the Company
by several of the other parties. The Company believes that it is entitled to
payment and that it has meritorious defenses against the claims of Strand Hunt
and the cross claims of the other parties.

There are various other proceedings pending against or involving the
Company which are ordinary or routine given the nature of the Company's
business.

While the outcome of the Company's legal proceedings cannot at this time
be predicted with certainty, management does not expect that these matters
will have a material adverse effect upon the consolidated financial condition
or results of operations of the Company.

ENVIRONMENTAL MATTERS

The Company has completed its investigation of two owned disposal sites
in Beaver County, Pennsylvania formerly used by Robertson to dispose of plant
wastes from the Company's former Ambridge, Pennsylvania, manufacturing
facility. The Company has submitted its reports of findings to the
Pennsylvania Department of Environmental Resources ("PDER") and has submitted
work plans for remedial activities for both sites to the PDER for its
consideration and approval. The Company also is in the process of negotiating
a Consent Order and Agreement to memorialize an agreed upon approach to
remediate these sites. In another matter, the Company has submitted a
proposal to the Illinois Environmental Protection Agency ("IEPA) regarding an
appropriate work plan for the closure of an owned hazardous waste storage
facility for electric arc furnace dust generated from Ceco's former Lemont,
Illinois, steel mill facility. Environmental closure at this site is
substantially complete. A closure unit has been constructed and a post-
closure groundwater monitoring well system has been installed and is currently
in operation. The Company has entered into discussions with the IEPA
regarding what further conditions they will require to secure final closure at
this site. The Company has recorded reserves in amounts which it considers to
be adequate to cover the probable and reasonably estimable costs which may be
incurred in relation to these matters. However, no guarantee can be made that
the relevant governmental authorities will accept the remediation plans or
actions proposed by the Company or the position taken by the Company as to its
legal responsibilities and therefore that more costly remediation efforts will
not be required.

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

During the fourth quarter of the fiscal year covered by this report no
matter was submitted to a vote of security holders.

ITEM 4.1. EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

The following table sets forth certain information regarding the
executive officers of the Company as of March 24, 1995.

<TABLE>

<C> <C> <C>
Name Age Position
---- --- --------

Andrew G. C. Sage, II 69 Chairman
Michael E. Heisley 58 Chief Executive Officer and
Vice Chairman
E.A. Roskovensky 49 President and Chief Operating
Officer
John C. Sills 39 Executive Vice President and
Chief Financial Officer
George S. Pultz 43 Vice President, General Counsel
and Secretary

</TABLE>

Mr. Andrew G. C. Sage, II is Chairman (since July 1993) of the Company.
Mr. Sage also served as President (from November 1992 until July 1993) and
Chief Executive Officer (from November 1992 until December 1993) of the
Company. Mr. Sage is also President of Sage Capital Corporation ("Sage
Capital"), a general business and financial management corporation
specializing in business restructuring and problem solving. Prior to the
formation of Sage Capital in 1989, Mr. Sage was a consultant to and/or a
director of Heico, Inc., Pettibone Corporation and USIF Real Estate. Mr. Sage
is a director of Computervision Corporation, Fluid Condition Products, Tom's
Foods, Inc. and Pettibone Corporation.

Mr. Heisley is Chief Executive Officer and Vice Chairman (since December
1993) of the Company. Mr. Heisley is Chairman of the following companies:
Davis Wire Corporation (since 1991), a manufacturer of steel wire; Tom's
Foods, Inc. (since 1993), a manufacturer and distributor of snack foods; and
Nutri/System, L.P. (since 1993), a national weight maintenance company. He is
also a Chairman of the Executive Committee of Pettibone Corporation (since
1988), a diversified manufacturing company and director of Envirodyne, Inc.
(since 1994).

Mr. Roskovensky is President and Chief Operating Officer (since November
1994) of the Company. Prior to being elected President, Mr. Roskovensky
served the Company as President of the Company's Metal Buildings Group (from
February 1994). He is also the President and Chief Executive Officer of Davis
Wire Corporation (from 1991), a manufacturer of steel wire. Prior to 1991,
Mr. Roskovensky was the President of USS - POSCO Industries (from 1986 to
1990), a steel mill joint venture company between USX Corporation and Pohang
Iron & Steel of the Republic of Korea.

Mr. Sills is Executive Vice President and Chief Financial Officer (since
November 1994) of the Company. Prior to being elected Chief Financial Officer,
Mr. Sills was Vice President and Controller of the Company (from May 1992 to
November 1994). Prior to joining the Company, Mr. Sills was employed at Price
Waterhouse (from 1981 through 1992), a public accounting firm.

Mr. Pultz is Vice President, General Counsel and Secretary (since
January 1993) of the Company. Prior to joining the Company, Mr. Pultz was
Assistant General Counsel and Assistant Secretary (from 1990 to 1993) and
Assistant Corporate Counsel (from 1985 to 1990) of M/A-COM Inc., a
manufacturer of microwave electronic components and subsystems. In addition,
Mr. Pultz served as director (from 1988 to 1990) of Meteor Message
Corporation, a start-up global positioning and messaging services provider.
Mr. Pultz was also Clerk (from 1989 to 1993) of Filcom Microwave Inc., a
microwave filter assembly maker.

<PAGE>
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
------------------------------------------------------------

COMMON STOCK

The Company's Common Stock is listed for trading on the New York Stock
Exchange ("NYSE") under the symbol "RHH". The following table sets forth the
high and low sale prices per share of the Common Stock as reported on the NYSE
Composite Transaction Reporting System during the calendar periods indicated.
Under the terms of the Company's current credit facility, the Company is
restricted from paying cash dividends on its Common Stock. The Company did
not pay cash dividends on the Common Stock during the periods set forth below.

<TABLE>

High (1) Low (1)
----------- ------------
<S> <C> <C> <C> <C>
Calendar 1994
First Quarter. . . . . . . . . . . $ 4 - $ 2 7/8
Second Quarter . . . . . . . . . . 3 1/8 2 3/8
Third Quarter. . . . . . . . . . . 4 - 2 1/2
Fourth Quarter . . . . . . . . . . 4 - 3 -

Calendar 1993
First Quarter. . . . . . . . . . . 11 11/32 6 3/16
Second Quarter . . . . . . . . . . 9 9/32 3 3/32
Third Quarter. . . . . . . . . . . 4 7/8 4 1/8
Fourth Quarter . . . . . . . . . . 3 5/8 2 1/2

</TABLE>

(1) On July 23, 1993, a 1 for 16.5 reverse stock split of the
Company's Common Stock became effective. This reverse stock split
followed the issuance as of July 14, 1993 of 10,178,842 shares,
after giving effect to the reverse stock split, in exchange for
$63,733,867 principal amount of the Company's 15.5% Subordinated
Debentures due 2000 and 500,000 shares of the Company's Preferred
Stock pursuant to an exchange offer for such debentures and
preferred stock consummated on that date (See Note 10 to the
Consolidated Financial Statements). The high and low sales prices
per share of Common Stock prior to July 23, 1993 are adjusted for
the above reverse stock split.

There were approximately 2,710 holders of record of the Company's Common
Stock as of March 17, 1995. Included in the number of stockholders of record
are stockholders who held shares in "nominee" or "street" name. The closing
price per share of the Company's Common Stock on March 17, 1995, as reported
under the NYSE Composite Transaction Reporting System was $2-7/8.

<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
-----------------------

Set forth below are historical financial data concerning the Company at
December 31, 1990, 1991, 1992, 1993 and 1994 and for each of the five years in
the period ended December 31, 1994. These data have been derived from the
audited consolidated financial statements of the Company for such periods,
some of which are presented elsewhere herein. The following information should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's consolidated financial
statements and the notes thereto appearing elsewhere in this Report.

<TABLE>

Statements of Operations Data (a)(b)(c)(h)(i):
(In thousands, except share data)

<CAPTION>
Year Ended December 31
--------------------------------------------------
1990 1991 1992 1993(e) 1994
-------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Net revenues . . . . . . $535,348 $ 566,510 $331,891 $315,657 $309,355
-------- --------- -------- -------- --------
Costs and expenses:
Cost of Sales. . . . . 460,346 506,135 292,652 272,312 264,910
Selling, general and
administrative . . . 76,174 89,247 68,238 50,766 44,516
Restructuring expense
(income) . . . . . . (2,105) 33,170 9,208 - 3,420
-------- --------- -------- -------- --------
Total costs and expenses . . . . 534,415 628,552 370,098 323,078 312,846
-------- --------- -------- -------- --------
Operating income (loss). 933 (62,042) (38,207) (7,421) (3,491)
Interest expense . . . . (11,861) (20,867) (15,267) (10,727) (4,634)
Gain (loss) on businesses
sold/held for sale . . - (25,371) (1,132) (9,700)(11,400)
Other income (expense), net. . . . 2,893 2,081 (6,790) 622 832
-------- --------- -------- -------- --------
Income (loss) from continuing
operations before income
taxes. . . . . . . . . (8,035)(106,199) (61,396) (27,226)(18,693)
Income taxes . . . . . . 2,552 2,030 1,205 9 256
-------- --------- -------- -------- --------
Income (loss) from
continuing operations. (10,587)(108,229) (62,601) (27,235)(18,949)
Income (loss) from
discontinued operations. . . . . (2,095) (16,573) (8,544) 2,132 (2,811)
Extraordinary gain on
debt exchange. . . . . - - - 5,367 -
Cumulative effect of
accounting change (f). - - - (1,200) -
-------- --------- -------- -------- --------
Net income (loss). . . . $(12,682) $(124,802)$(71,145) $(20,936) $(21,760)
======== ========= ======== ======== ========
Earnings (loss) per common share(d):
Continuing operations. $ (23.65) $ (123.57)$ (71.30) $ (4.40) $ (1.20)
Discontinued operations. . . . . (4.57) (18.87) (9.70) .35 (.18)
Extraordinary item . . - - - .86 -
Cumulative effect of
accounting change (f). . . . . - - - (.20) -
-------- --------- -------- -------- --------
Net income (loss) per
common share . . . . $ (28.22) $ (142.44)$ (81.00) $ (3.39) $ (1.38)
======== ========= ======== ======== ========
Weighted average number of
common shares outstanding (d) 458 878 880 6,217 15,808
======== ======== ======== ======== ========
Cash dividends declared per
common share . . . . . - - - - -
======== ======== ======== ======== ========

/TABLE
<PAGE>
<TABLE>

Balance Sheet Data (a)(b)(c)(h)(i):
(Thousands)

<CAPTION>
December 31
--------------------------------------------------
1990 1991 1992 1993(e) 1994
-------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Working capital surplus
(deficiency) . . . . . $ 63,602 $ 51,377 $(101,200) $ 4,708 $ 9,826
Total assets . . . . . . 539,340 422,937 232,370 181,823 137,400
Long-term debt (current
portion) (g) . . . . . 3,476 65,964 67,420 390 134
Long-term debt (excluding
current portion) . . . 108,056 69,897 1,426 45,084 43,421
Stockholders' equity
(deficiency) . . . . . 155,545 39,874 (34,189) (16,663) (35,693)

</TABLE>

(a) The consolidated financial data reflect the results of operations and
assets and liabilities of Ceco Industries subsequent to November 1,
1990. See Note 2 of the Notes to Consolidated Financial Statements.

(b) The consolidated statement of operations data exclude the results of
operations of the Sold Businesses subsequent to December 31, 1991. For
purposes of the consolidated balance sheet data, the Sold Businesses
were recorded as net assets held for sale at December 31, 1991.

(c) The consolidated statement of operations data exclude the results of
operations of the Company's sold U.K. Subsidiary for periods subsequent
to September 30, 1993. The consolidated balance sheet data exclude the
assets and liabilities of the sold U.K. Subsidiary for all years
subsequent to December 31, 1992. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 2 of
the Notes to Consolidated Financial Statements.

(d) On July 23, 1993, a 1 for 16.5 reverse split of the Company's common
stock became effective. All common stock share amounts and per share
data are restated to reflect the reverse split.

(e) The consolidated financial information as of and for the year ended
December 31, 1993 includes the effects of the Company's Exchange Offer
which was consummated on July 14, 1993. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and Note
10 of the Notes to Consolidated Financial Statements.

(f) In the fourth quarter of 1993, the Company adopted Statement of
Accounting Standards No. 112 "Employers' Accounting for Post Employment
Benefits". See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" and Note 19 of the Notes to
Consolidated Financial Statements.

(g) As a result of a default under the indenture, the amount of long-term
debt (current portion) at December 31, 1992 includes $63,347,000
related to the Company's 15.5% Discount Subordinated Debentures due
2000. See Note 10 of the Notes to Consolidated Financial Statements.

(h) The consolidated statement of operations data exclude the results of
operations of the Company's Cupples Division and European Operations for
periods subsequent to September 30, 1994. The consolidated balance
sheet data exclude the assets and liabilities of the Cupples Division
for 1994. At December 31, 1994, the assets and liabilities of the
European Operations have been netted and are included in other
liabilities. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 2 of the Notes to
Consolidated Financial Statements.

(i) The consolidated statement of operations data has been reclassified to
reflect the Concrete Division as a discontinued operation. For purposes
of the consolidated balance sheet data, the assets and liabilities of
the Concrete Division have been netted and recorded as assets held for
sale - current at December 31, 1994. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 2 of
the Notes to Consolidated Financial Statements.

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

RESULTS OF OPERATIONS

OVERVIEW OF OPERATIONAL AND FINANCIAL RESTRUCTURING ACTIONS

During the past several years, the Company has been adversely affected
by the worldwide recession in most segments of the construction industry in
which it operates and as a result has incurred significant operating losses
and has experienced severe liquidity problems. To address these problems, the
Company has developed and implemented, or is in the process of implementing a
number of operational and financial restructuring plans. The significant
operational and financial restructuring actions which have taken place or were
in process during 1992, 1993, 1994 and the first quarter of 1995 are discussed
below.

On February 3, 1992, the Company sold its door business (the "Door
Business") and certain of its U.S. domestic building products and construction
businesses (the "X-1 Business") for $135.0 million (the "Disposition").
Additionally, during the first quarter of 1992, the Company sold its floor and
deck business and its South African Subsidiary for $2.4 million and $5.3
million, respectively. The sale of the Door Business is reflected as a
discontinued operation and the sale of the X-1 Business, the floor and deck
business and the South African Subsidiary (collectively the "Sold
Businesses"), which operated as part of the Company's Building Products Group,
are reflected as disposals of portions of a segment of a business.

On December 27, 1994, the Company sold the business and assets of its
remaining U.S. Building Products operation, the Cupples Products Division (the
"Cupples Division"), which manufactures curtainwall systems, to a newly formed
company owned by a member of the Company's Board of Directors, for $.8 million
cash and the assumption of certain liabilities by the purchaser. Pursuant to
the terms of the sale agreement, the Company transferred certain contingent
future rights to receive up to $.9 million of the proceeds, if any, relating
to a curtainwall project which is in progress. In connection with the sale,
the Company recorded a $4.8 million loss on sale of businesses in the third
quarter of 1994. The operating results and cash flows of the Cupples Division
are included in the Company's financial statements for the years ended
December 31, 1992 and 1993, and the period from January 1, 1994 through
September 30, 1994, the measurement date of the sale. During 1992, 1993 and
the nine month period ended September 30, 1994, the Cupples Division recorded
revenues of $12.3 million, $12.1 million and $8.3 million, respectively, and
losses from continuing operations of $4.7 million, $4.6 million and $3.5
million, respectively.

During the third quarter of 1994, the Company decided to sell or dispose
of its remaining European Building Products operations (the "European
Operations"). In connection with the planned sale or disposition of the
European Operations, the Company recorded a $6.6 million loss on sale of
businesses. For purposes of the December 31, 1994 Consolidated Balance Sheet,
the assets and liabilities of the European Operations have been netted and are
presented within other liabilities. The operating results and cash flows of
the European Operations are included in the Company's financial statements for
the years ended 1992 and 1993 and the period from January 1, 1994 through
September 30, 1994 which was considered the measurement date. The European
Operations recorded revenues of $53.2 million, $29.4 million and $16.1 million
during the years ended December 31, 1992 and 1993 and the nine month period
ended September 30, 1994, respectively. The European Operations recorded
losses from continuing operations of $.7 million, $1.2 million and $1.3
million during the years ended December 31, 1992 and 1993 and the nine month
period ended September 30, 1994, respectively.

The U.K. Subsidiary, the Cupples Division and the European Operations
operated as part of the Company's Building Products Group.

On March 3, 1995, the Company sold the business and assets of its
Concrete Construction business (the "Concrete Division") to Ceco Concrete
Construction Corp., ("Ceco Concrete"), a newly formed company owned by an
entity controlled by the Company's Chief Executive Officer. The consideration
consisted of $11.5 million of cash, adjusted to reflect an as of sale date of
October 1, 1994, a $3.0 million interest bearing promissory note payable in
three equal annual installments, with interest at 7% (the "Concrete Note"),
and the assumption of certain liabilities by the purchaser. Upon the close of
the sale, the Company received $8.0 million of cash, after adjustments. The
Concrete Note was subsequently transferred to an unrelated third party in
connection with a settlement agreement (see "LITIGATION" below). The Concrete
Division, which represented one of the Company's business segments, has been
accounted for as a discontinued operation at December 31, 1994. Accordingly,
the results of operations for all periods presented have been reclassified to
reflect the Concrete Division as a discontinued operation. The Concrete
Division recorded revenues of $69.1 million, $64.3 million and $69.7 million
and income (losses) from continuing operations of $(4.7) million, $4.6 million
and $5.2 million during the years ended December 31, 1992, 1993 and 1994,
respectively. The Company expects that the sale of the Concrete Division will
result in a gain for financial statement and tax reporting purposes, which
will be recorded in the first quarter of 1995. For purposes of the December
31, 1994 Consolidated Balance Sheet, the assets and liabilities of the
Concrete Division have been netted and classified as assets held for sale -
current.

The significant financial restructuring actions which were completed
during 1992, 1993 and 1994 include: reductions in bank loans and certain
other indebtedness from certain of the proceeds of the Disposition in February
1992; replacement of the Company's domestic credit facility in April 1993; the
completion of an exchange offer for the Company's 15.5% Discount Subordinated
Debentures due 2000 for new debt and common stock and the exchange of the
Company's outstanding cumulative convertible preferred stock for common stock
(the "Exchange Offer") in July 1993; retirement of a $4.0 million facility fee
note through the issuance of 1,374,292 shares of common stock in November
1993; the sale of 3,333,333 newly issued shares of the Company's common stock
and the transfer of all assets, claims and rights under a foreign project to
an entity indirectly controlled by a director of the Company for $10.0 million
in December 1993; and an amendment to the Company's domestic credit facility
to include the assets of its Canadian operations and expand credit
availability in May 1994. Additionally, throughout 1992, 1993 and 1994 the
Company made significant reductions in collateral requirements under insurance
programs, settled certain lawsuits pending against the Company, and
renegotiated and settled certain operating leases and sold excess property and
equipment in connection with the Company's downsizing activities.

As a result of the sales and dispositions noted above, the Company's
ongoing businesses currently include (excluding the European Operations) the
Metal Buildings Group, which has sales and operations primarily throughout
North America and, to a lesser extent, the Far East, and its Building Products
Group, which has sales and operations primarily throughout the Asia/Pacific
region and, to a lesser extent, Canada (the above hereinafter referred to as
"Continuing Businesses").

The financial information presented in the tables below includes certain
financial information concerning the Company's operations as it is presented
in the Consolidated Financial Statements of the Company and provides certain
pro forma information relating to the Company's Continuing Businesses.
Adjustments for Businesses Sold/Held for Sale reflect the exclusion of the
operating results for the periods indicated of the Company's businesses which
have been sold or, in the case of the European Operations, are currently in
the process of sale or disposal. Additionally, the pro forma Interest Expense
amounts reflect the effect of the Company's Exchange Offer, assuming that the
transaction was completed at the beginning of the period presented. Results
of the Concrete Division are excluded, as this business is accounted for as a
discontinued operation. The pro forma operating results are not necessarily
indicative of what the Company's actual results would have been had such
transaction occurred at the beginning of the periods presented and are not
necessarily indicative of the financial condition or results of operations for
any future period or date.

<TABLE>

<CAPTION>
Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Revenue:
Metal Buildings. . . . $187,465 $218,338 $251,584
Building Products. . .144,426 97,319 60,186
Intersegment
Eliminations . . . . - - (2,415)
-------- -------- --------
As Reported. . . . . .331,891 315,657 309,355
Businesses Sold/Held
for Sale . . . . . .(99,276) (64,554) (24,337)
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $232,615 $251,103 $285,018
======== ======== ========
</TABLE>

<TABLE>

<CAPTION>
Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Cost of Goods Sold:
Metal Buildings. . . . $162,918 $188,892 $213,948
Building Products. . .129,734 83,420 53,377
Intersegment
Eliminations . . . . - - (2,415)
-------- -------- --------
As Reported. . . . . .292,652 272,312 264,910
Businesses Sold/Held
for Sale . . . . . .(87,623) (57,903) (22,555)
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $205,029 $214,409 $242,355
======== ======== ========

</TABLE>

<TABLE>

Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Selling, General and
Administrative Expense:
Metal Buildings. . . . $ 20,368 $ 22,234 $ 22,222
Building Products. . . 26,428 20,584 12,606
Corporate. . . . . . . 21,442 7,948 9,688
-------- -------- --------
As Reported. . . . . . 68,238 50,766 44,516
Businesses Sold/Held
for Sale . . . . . .(20,079) (15,587) (5,189)
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $ 48,159 $ 35,179 $ 39,327
======== ======== ========
</TABLE>

<TABLE>

Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Restructuring Expense:
Metal Buildings. . . . $ - $ - $ -
Building Products. . . 6,410 - 1,345
Corporate. . . . . . . 2,798 - 2,075
-------- -------- --------
As Reported. . . . . . 9,208 - 3,420
Businesses Sold/Held
for Sale . . . . . . (6,410) - (900)
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $ 2,798 $ - $ 2,520
======== ======== ========
</TABLE>

<TABLE>

Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Operating Income:
Metal Buildings. . . . $ 4,179 $ 7,212 $ 15,414
Building Products. . .(18,146) (6,685) (7,142)
Corporate. . . . . . .(24,240) (7,948) (11,763)
-------- -------- --------
As Reported. . . . . .(38,207) (7,421) (3,491)
Businesses Sold/Held
for Sale . . . . . . 14,836 8,936 4,307
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $(23,371) $ 1,515 $ 816
======== ======== ========
</TABLE>

<TABLE>

Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Interest Expense
As Reported. . . . . . $ 15,267 $ 10,727 $ 4,634
Businesses Sold/Held
for Sale . . . . . . (2,113) (1,009) (341)
Exchange Offer . . . .(10,733) (6,491) -
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $ 2,421 $ 3,227 $ 4,293
======== ======== ========
</TABLE>

<TABLE>

Year Ended December 31
--------------------------------------
1992 1993 1994
---- ---- ----
(In Thousands)
(Unaudited)
<S> <C> <C> <C>
Income (Loss) from Continuing
Operations:
Metal Buildings. . . . $ 4,768 $ 7,332 $ 15,612
Building Products. . .(24,117) (17,443) (19,207)
Corporate (including
domestic interest
expense) . . . . . .(43,252) (17,124) (15,354)
-------- -------- --------
As Reported. . . . . .(62,601) (27,235) (18,949)
Businesses Sold/Held
for Sale . . . . . . 19,713 19,905 16,198
Exchange Offer . . . . 10,733 6,491 -
-------- -------- --------
Pro Forma Continuing
Businesses . . . . . $(32,155) $ (839) $ (2,751)
======== ======== ========

</TABLE>

YEAR ENDED DECEMBER 31, 1994 COMPARED WITH YEAR ENDED DECEMBER 31, 1993

OVERVIEW OF RESULTS OF OPERATIONS. Revenue for the year ended December
31, 1994 was $309.4 million, a decrease of $6.3 million or 2% compared to
1993. The decrease in revenue is primarily a result of excluding the revenues
of businesses which were sold, offset by an increase in revenues at the Metal
Buildings Group. The revenue of the Continuing Businesses was $285.0 million
in 1994 compared to $251.1 million in 1993.

The Company's gross margin percentage was 14.4% in 1994 compared to
13.7% in 1993. The improvement in the gross margin percentage is largely due
to improved margins at the Company's Metal Buildings Group, offset in part by
lower margins reported by the Company's Asia/Pacific Building Products
operations. Additionally, the gross margin percentage was improved as a
result of excluding the U.K. Subsidiary from the 1994 operating results and
excluding the Cupples Division operating results from the fourth quarter of
1994.

Selling, general and administrative expenses decreased by $6.3 million
in 1994 compared to 1993. The decrease in selling, general and administrative
expenses is primarily a result of excluding the U.K. Subsidiary from the 1994
operating results and excluding the Cupples Division and the European
Operations from the fourth quarter of 1994. Selling, general and
administrative expenses associated with the Continuing Businesses increased
$4.1 million in 1994 compared to 1993. The increase in selling, general and
administrative expenses of the Continuing Businesses results from higher costs
associated with higher volumes and a $1.2 million non-cash charge recorded in
the fourth quarter of 1994 related to a change in the retirement plan at the
Company's Asia/Pacific operations (see Note 18). Additionally, in 1993 the
Company recorded a $2.8 million credit to selling, general and administrative
expenses as a result of favorable settlements of certain litigation.

For the year ended December 31, 1994, losses from continuing operations
were $18.9 million compared with $27.2 million in 1993. The losses from
continuing operations include the losses of the Cupples Division and the
European Operations through September 30, 1994 which combined were $4.8
million in 1994, and the losses from continuing operations of the Cupples
Division and European operations for 1993 and the U.K. Subsidiary through
September 30, 1993, which when combined were $10.2 million in 1993.
Additionally, losses from continuing operations include an $11.4 million and
$9.7 million charge in 1994 and 1993, respectively, associated with the sale
or disposition of businesses. Excluding the operating results of the
Businesses Sold/Held for Sale and the related charges recorded for Businesses
Sold/Held for Sale, the Company's loss from continuing operations for its
Continuing Businesses was $2.8 million in 1994 compared to $.8 million in
1993. Such results for 1994 include restructuring charges of $2.5 million
related to the Continuing Businesses.

The following sections highlight the Company's operating results on a
segment basis and provide information on non-operating income and expenses
(see Note 17).

METAL BUILDINGS GROUP. For the year ended December 31, 1994, Metal
Buildings Group revenues increased by $33.2 million or 15.2% compared to 1993.
The 1994 increase in revenues reflects primarily improved market conditions in
the United States and Canada. Operating income for the year ended December
31, 1994 was $15.4 million in 1994 compared to $7.2 million in 1993, an
increase of $8.2 million or 114%. The increase in operating income is
primarily a result of realizing efficiencies associated with higher sales
volumes. Additionally, the restructuring and other cost reduction initiatives
implemented over the past several years enabled the Metal Buildings Group to
increase revenues without increasing overall selling, general and
administrative costs.

BUILDING PRODUCTS GROUP. For the year ended December 31, 1994, Building
Products Group revenues decreased by $37.1 million or 38.2% compared to 1993.
The decrease in 1994 revenues is a result of excluding the revenues of the
sold U.K. Subsidiary from the 1994 revenues, and excluding the revenues of the
Cupples Division and the European Operations from the fourth quarter of 1994,
offset in part by higher revenue levels at the Company's Asia/Pacific
operations. Excluding the effects of the sold U.K. Subsidiary, the Cupples
Division and the European Operations, which together recorded revenues of
$24.3 million in 1994 and $64.6 million in 1993, Building Products Group
revenues increased $3.1 million in 1994. The Building Products Group recorded
an operating loss of $7.1 million in 1994 compared to an operating loss of
$6.7 million in 1993. The 1994 operating loss includes restructuring charges
of $1.3 million, a non-cash charge of $1.2 million recorded to selling,
general and administrative expenses related to a change made in the retirement
plan at the Asia/Pacific operations (see Note 18), and operating losses of the
Cupples Division and the European Operations of $3.4 million through September
30, 1994, excluding a $.9 million restructuring charge. The 1993 operating
loss includes losses of the U.K. Subsidiary, the Cupples Division and the
European Operations of $8.9 million. Excluding the effects of restructuring
charges, the charge related to the Asia/Pacific retirement plan, and the
operating losses of the U.K. Subsidiary, the Cupples Division and the European
Operations, the Building Products Group recorded an operating loss of $1.2
million in 1994 compared to operating income of $2.2 million in 1993. The
decrease in profitability of the remaining Building Products operations is
primarily a result of severe competition which adversely affected pricing,
losses relating to certain projects and higher selling and administrative
costs associated with expanding the Company's Asian markets.

BACKLOG. At December 31, 1994, the backlog of unfilled orders believed
to be firm for the Company's Continuing Businesses was approximately $100.8
million. On a comparable basis, adjusted for the sale of the Cupples
Division, the European Operations and the Concrete Division, which at December
31, 1993 had a backlog of approximately $67.3 million, the order backlog was
approximately $84.1 million at December 31, 1993. Substantially all of the
December 31, 1994 backlog is expected to be completed in 1995.

OTHER INCOME (EXPENSE). Interest expense for the year ended December
31, 1994 was $4.6 million compared to $10.7 million in 1993, a decrease of
$6.1 million. The decrease in interest expense in 1994 is primarily due to
the completion of the Exchange Offer which became effective July 14, 1993. On
a pro forma basis, assuming the Exchange Offer had occurred on January 1,
1993, interest expense in 1993 would have been reduced by $6.5 million.
Exclusive of the effects of the Exchange Offer and the interest expense
related to the businesses sold or held for sale, the increase in interest
expense in 1994 over 1993 is primarily the result of the higher costs
associated with the Company's new credit facility which was entered into in
April of 1993.

During 1994, the Company sold its Cupples Division and decided to sell
or dispose of its remaining European Operations. In connection with the
decision to exit these businesses, the Company recorded charges of $11.4
million to operations in 1994. On November 9, 1993, the Company sold its U.K.
Subsidiary and in connection with the sale recorded a charge of $9.7 million
in the third quarter of 1993. The Company's decision to sell these businesses
was based on the current negative economic outlook for these operations which
was not expected to improve in the foreseeable future and the estimated cost
and effect on liquidity to continue to support and to further restructure and
downsize these businesses.

Other income (expenses) - net for the year ended December 31, 1994 was
$.8 million in 1994 compared to $.6 million in 1993.

INCOME TAXES. At December 31, 1994, the Company had worldwide net
operating loss carryforwards of $41.1 million, excluding the European
Operations, for tax reporting purposes which are available to offset future
income without limitation. Approximately $24.9 million of the tax net
operating loss carryforwards relate to domestic operations and are available
for use until expiration in the years 2008 and 2009. Foreign net operating
loss carryforwards at December 31, 1994 were $16.2 million and expire at
various dates in the years 1996 through 2005, exclusive of loss carryforwards
associated with European Operations of $6.2 million. The 1993 Exchange Offer
resulted in a "Change of Ownership," as defined by Section 382 of the Internal
Revenue Code. The effect of that transaction was to limit the Company's
ability to utilize its unused U.S. tax loss carryforwards which existed prior
to the Change in Ownership. Should another "Change of Ownership" occur, the
Company's current domestic loss carryforwards would be further limited (see
Note 13).

DISCONTINUED OPERATIONS. During 1994 and 1993, the Company recorded
charges of $8.0 million and $2.5 million, respectively, reflecting primarily
provisions for costs associated with the settlement of claims and disputes
associated with the Company's discontinued custom curtainwall operations which
were discontinued in 1988. Discontinued operations for the years 1994 and
1993 include income from the Concrete Division of $5.2 million and $4.6
million, respectively.

LITIGATION. Several contracts related to the discontinued custom
curtainwall operations continue to be the subject of litigation. In one of the
actions, a lawsuit arising out of the construction of new headquarters for
Morgan Guaranty Trust Company of New York ("Morgan") at 60 Wall Street, New
York, New York is pending in the Supreme Court of the State of New York
[Cupples Products Division of H.H. Robertson Company v. Morgan Guaranty Trust
Company of New York, et al (the "New York Litigation")]. The Company's
Cupples Division acted as a subcontractor for the provision and erection of
the custom curtainwall for the building. Morgan and Tishman Construction
Company of New York ("Tishman") the general contractor for the project,
claimed that the Company and Federal Insurance Company ("Federal"), as issuer
of a performance bond in connection with the Company's work, are liable for
$29.9 million in excess completion costs and delay damages due to the
Company's alleged failure to perform its obligations under its subcontract.
The Company had taken action to enforce a $5.0 million mechanic's lien against
the building and sought to recover more than $10.0 million in costs and
damages caused by Tishman's breach of the subcontract with the Company. On
March 3, 1995, the Company and Federal entered into an agreement (the "Federal
Agreement") under which Federal agreed to hold the Company harmless from
claims pending in the New York Litigation. Under the agreement, Federal will
assume control of the New York Litigation and will also be the beneficiary of
any affirmative claim which the Company may receive. As consideration for
Federal's obligations, the Company assigned to Federal the $3.0 million
interest bearing promissory note received from the Company's sale of its
Concrete Division, and agreed to pay Federal $1.0 million per year, in equal
quarterly installments, for seven years without interest commencing March 24,
1995. As security for the payment obligations to Federal, the Company granted
to Federal a security interest in all of the Company's assets and the
purchaser of the Concrete Division delivered a financial guarantee insurance
policy securing payment of the Concrete Note.

The Federal Agreement also provides that (i) at least 30% of the
ownership of the common stock of the Company must be held by Andrew G.C. Sage,
II, who is the current Chairman of the Company and at December 31, 1994
controlled approximately 34% of the outstanding common stock through his
control of Sage RHH, and Michael E. Heisley, who is the current Chief
Executive Officer of the Company and at December 31, 1994 controlled
approximately 21% of the outstanding common stock through his ownership of RBC
Holdings L.P., and (ii) that Mr. Sage, Mr. Heisley or both must continue as
chief executive officer and/or chairman of the Company. The Federal Agreement
provides that, in the event such common stock ownership and executive officers
are not maintained, Federal will be entitled to immediate payment of all
amounts remaining unpaid to them.

In February of 1994, the Company's Concrete Division settled certain
backcharge and other claims related to a project which was substantially
complete in 1989. In connection with this settlement, during the first
quarter of 1994 the Company received $1.7 million cash and recorded a $1.2
million gain, which is included in the accompanying Consolidated Statement of
Operations as income from discontinued operations. During the second quarter
of 1993, the Company recorded a credit to selling, general and administrative
expenses of $2.8 million as a result of the settlement of certain lease
obligations. In May 1994, the Company resolved and settled certain claims
related to a custom curtainwall project located in Texas. The outcome of
these settlements did not have a material effect on the Company's Consolidated
Statement of Operations in the year ended December 31, 1994.

There are various other proceedings pending against or involving the
Company which are ordinary or routine given the nature of the Company's
business. The Company has recorded a liability related to litigation where it
is both probable that a loss has been incurred and the amount of the loss can
be reasonably estimated. While the outcome of the Company's legal proceedings
cannot at this time be predicted with certainty, management does not expect
that these matters will have a material adverse effect on the Consolidated
Balance Sheets or Statement of Operations of the Company.

ENVIRONMENTAL MATTERS. The Company has been identified as a potentially
responsible party by various federal and state authorities for clean-up at
various waste disposal sites. While it is often extremely difficult to
reasonably quantify future environmental related expenditures, the Company has
engaged various third parties to perform feasibility studies and assist in
estimating the cost of investigation and remediation. The Company's policy is
to accrue environmental and clean-up related costs of a non-capital nature
when it is both probable that a liability has been incurred and that the
amount can be reasonably estimated. Based upon currently available
information, including the reports of third parties, management does not
believe that the reasonably possible loss in excess of the amounts accrued
would be material to the consolidated financial statements.

YEAR ENDED DECEMBER 31, 1993 COMPARED WITH YEAR ENDED DECEMBER 31, 1992

OVERVIEW OF RESULTS OF OPERATIONS. Revenue for the year ended December
31, 1993 of $315.7 million decreased $16.2 million or 4.9% compared to 1992.
Excluding the effect of the sold U.K. Subsidiary, revenues declined $5.6
million or 1.9%. The remaining decrease reflects lower sales at the Company's
Building Products Group offset in part by higher sales volumes at the
Company's Metal Buildings Group.

The Company's gross margin percentage was approximately 13.7% in 1993
compared with 11.8% in 1992 with each of the Company's business segments
reporting improvements over 1992. The improvement reflects primarily benefits
from restructuring activities at the Company's Building Products Group and
higher sales levels at the Company's Metal Buildings Group.

Selling, general and administrative expenses decreased by $17.5 million
in 1993 compared with 1992. Excluding the effect of the sold U.K. Subsidiary,
selling, general and administrative expenses decreased $15.0 million. The
remaining decline represents primarily reductions in operating expenses in the
Building Products Group resulting from restructuring actions, reductions in
consulting, legal and other professional fees at Corporate, offset in part by
higher selling and advertising costs at the Company's Metal Buildings Group.
Additionally, amounts for 1993 include a credit to selling, general and
administrative expense of $2.8 million as a result of favorable settlements of
certain litigation, and results for 1992 include a charge of $3.5 million
relating to environmental matters and a charge of $1.3 million relating to
severances.

For the year ended December 31, 1993 losses from continuing operations
were $27.2 million compared with $62.6 million during the same period in 1992.
Losses from continuing operations for 1993 include a $9.7 million loss from
the sale of businesses and losses from continuing operations for 1992 include
losses from the sale of businesses of $1.1 million and restructuring charges
of $9.2 million. Exclusive of the 1993 and 1992 losses on sold businesses,
the 1992 restructuring charges and the effect of the operating results of the
sold U.K. Subsidiary which recorded a loss of $4.4 million in 1993 compared
with a loss of $13.2 million in 1992, the Company's loss from continuing
operations decreased by $28.4 million.

As further discussed below, results for the year ended December 31, 1993
include a charge for discontinued operations of $2.5 million, income from
discontinued operations relating to the Concrete Division of $4.6 million, an
extraordinary gain of $5.4 million from the Company's Exchange Offer and a
charge of $1.2 million for the cumulative effect of an accounting change.

The following sections highlight the Company's operating income (loss)
on a segment basis and provide information on non-operating income and
expenses.

METAL BUILDINGS GROUP. For the year end December 31, 1993, Metal
Buildings Group revenues increased by $30.9 million or 16.5% compared to 1992.
The increase in 1993 reflects primarily improved market conditions in the
United States. For the year ended December 31, 1993 operating income was $7.2
million compared with $4.2 million in 1992. The improved operating results
are primarily attributable to higher levels of sales offset, in part, by
higher per unit material costs and higher selling and advertising expenditures
associated with the development of international markets.

BUILDING PRODUCTS GROUP. For the year ended December 31, 1993, Building
Products Group revenues decreased by $47.1 million or 32.6%. Excluding the
effect of the sold U.K. Subsidiary, Building Products Group revenues decreased
$36.5 million or 33%. The decline reflects weak market conditions and
pressures on selling prices at both the Company's U.S. and foreign operations.
For the year ended December 31, 1993, the Building Products Group reported an
operating loss of $6.7 million compared with $18.1 million in 1992. The 1993
and 1992 operating losses include operating losses before restructuring
charges of $3.7 million and $8.8 million, respectively, from the sold U.K.
Subsidiary. The 1992 operating losses also include restructuring charges of
$6.4 million. Exclusive of these items, the operating results for the
Building Products Group were losses of $2.9 million in 1993 compared with
losses of $2.9 million in 1992.

OTHER INCOME (EXPENSES). Interest expense for the year ended December
31, 1993 and 1992 totalled $10.7 million and $15.3 million, respectively. The
decrease in interest expense of $4.5 million for 1993 compared with 1992 is
primarily due to the completion of the Exchange Offer which became effective
July 14, 1993. On a proforma basis, assuming that the Exchange Offer had
occurred on January 1 of 1992 and 1993, reported interest expense for the
years ended 1993 and 1992 would have been reduced by $6.5 million and $10.7
million, respectively.

Other income (expense) - net for the year ended December 31, 1993,
totalled $.6 million compared to $(6.8) million for 1992. The 1992 expense
includes charges of approximately $6.2 million associated with operating
losses and the writedown of an equity investment and foreign exchange losses
of $1.1 million.

INCOME TAXES. Income tax expense represents primarily taxes on foreign
earnings which could not be offset by loss carryforwards.

DISCONTINUED OPERATIONS. During the years ended December 31, 1993 and
1992, the Company recorded charges of $2.5 million and $3.9 million,
respectively, reflecting primarily provisions for costs associated with the
settlement of claims and disputes associated with the Company's discontinued
custom curtainwall operations which were discontinued in 1988. The losses
from discontinued operations for the years 1993 and 1992 include income (loss)
from the Concrete Division of $4.6 million and $(4.7) million, respectively.

ACCOUNTING CHANGES. Effective January 1, 1993, the Company adopted SFAS
No. 106 "Employers' Accounting for Postretirement Benefits Other Than
Pensions" for its U.S. plans and SFAS No. 109 "Accounting for Income Taxes".
The adoption of these statements did not have a material impact on the
Company's Consolidated Balance Sheets or Statements of Operations and the
financial statements of prior periods have not been restated.

Also, in the fourth quarter of 1993, the Company adopted the provisions
of SFAS No. 112, "Employers' Accounting for Postemployment Benefits". The
cumulative effect of the adoption of SFAS No. 112 was a charge of $1.2 million
and has been recorded in the 1993 Consolidated Statement of Operations as a
cumulative effect of an accounting change.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended December 31, 1994, the Company used approximately
$11.4 million of cash to fund its operating activities. Of this amount,
approximately $5.3 million was used to fund restructuring activities, $.8
million was used to pay investment banking and other professional fees
incurred in connection with the Company's Exchange Offer which was completed
in July of 1993, $1.5 million was paid in connection with certain legal
settlements, $5.1 million was used to fund the operating activities of the
Cupples Division and European Operations, and $1.8 million was used to pay
past due interest on the Company's 15.5% Subordinated Debentures, thereby
curing the default which existed under such securities. The remaining uses of
operating cash during 1994 reflect primarily the funding of trailing
liabilities associated with sold and closed businesses and the funding of
operating activities, including improvement in the aging of vendor payables at
the Metal Buildings Group. Operating cash flow during the year ended December
31, 1994 included the receipt of a $1.7 million settlement payment in February
of 1994 for a claim related to a job which was substantially complete in 1989.

In addition, during the year ended December 31, 1994, the Company spent
approximately $5.0 million on capital expenditures, most of which were
directed toward upgrading and improving manufacturing equipment and data
processing systems at the Company's Metal Buildings Group. Cash proceeds from
sales of property, plant and equipment, and assets held for sale, and sales of
businesses were $1.7 million, $3.8 million and $.8 million, respectively, for
the year ended December 31, 1994. Cash provided by financing activities
during the year consisted of short-term borrowings of $2.2 million which
related primarily to the European Operations to assist in funding local
working capital requirements and operating losses. As a result, primarily of
the above, unrestricted cash and cash equivalents decreased by $7.8 million
during 1994. At December 31, 1994, the Company had $7.9 million of cash
(excluding the European Operations).

On May 18, 1994, the Company entered into an amendment to its existing
agreement with Foothill Capital Corporation (such amended agreement being
hereinafter referred to as the "Credit Facility"), which, under its terms,
amended the Company's existing credit facility by increasing the Company's
maximum availability under the facility by $10.0 million to $45.0 million,
incorporated certain receivables, inventory and property, plant and equipment
of the Company's Canadian operations into the definition of the Borrowing
Base, and extended the term of the Credit Facility to May 18, 1999. The
Credit Facility requires that the Company borrow $5.0 million under a term
loan and provides for issuances of commercial or standby letters of credit or
guarantees of payment with respect to such letters of credit in an aggregate
amount not to exceed $32.0 million and/or additional borrowings, based upon
availability under the Borrowing Base.

Availability under the Credit Facility is based on a percentage of
eligible (as defined in the Credit Facility and subject to certain
restrictions) accounts receivable and inventory, plus a base amount (which
base amount is reduced by $166,667 per month and is subject to reduction in
the case of sales of certain property, plant and equipment, including assets
held for sale), plus the amount provided by the Company as cash collateral, if
any, less the amount of $5.0 million required to be outstanding under a term
loan note (each together the "Borrowing Base"). At December 31, 1994, the
Borrowing Base was estimated to be $39.9 million and was used to support a
$5.0 million term loan note and $29.2 million of outstanding letters of credit
which are used primarily to support bonding programs, insurance programs and
other financial guarantees. At December 31, 1994, the Company had unused
availability under the Credit Facility of $5.7 million.

In addition to the Credit Facility, borrowing arrangements are in place
at the Company's Asia/Pacific operations to assist in supporting local working
capital requirements and bonding programs. At December 31, 1994, the Company
had in place at its Asia/Pacific operations available unused lines of credit
of $.8 million and available letter of credit and performance guarantee
facilities of $3.1 million of which $2.4 million of guarantees were
outstanding. In February 1995, the Company was required to issue a $1.0
million letter of credit to support the Asia/Pacific operation's local banking
facility.

On a worldwide basis at December 31, 1994, excluding the European
Operations, the Company had outstanding performance and financial bonds with
related indemnification agreements from the Company of $34.3 million, which
generally provide a guarantee as to the Company's performance under contracts
and other commitments; certain of which are collateralized by letter of credit
programs and certain of which are issued under foreign credit facilities.

OUTLOOK. During the past several years, the Company has incurred
significant losses from continuing operations. The combination of these
operating losses, along with the funding required for restructuring
activities, trailing liabilities associated with sold and discontinued
businesses and substantial financing expenses have placed a significant strain
on the Company's liquidity and credit resources. To respond to this
situation, the Company has taken, and is in the process of taking, a number of
operational and financial restructuring actions which are designed to improve
the Company's profitability and liquidity. During 1994, the Company concluded
that the appropriate near term strategy should be to: (i) focus the business
around its Metal Buildings Group and Asia/Pacific Operations; (ii) exit those
businesses which are considered non-strategic and consume significant
liquidity; and (iii) preserve liquidity by aggressively managing trailing
liabilities and, whenever possible, structure the payment of such obligations
over a period of years. Actions which were taken during 1994 and the first
quarter of 1995 to increase profitability, cash flow and liquidity include
further reductions in headcount and costs associated with the corporate
office; termination of the accrual of benefits under the Company's defined
benefit pension plan for active salaried employees in the United States; sale
of the Cupples Division, which incurred losses from continuing operations of
$3.5 million for the nine months ended September 30, 1994; commencement of
actions for the sale or disposition of the European Operations which incurred
losses from continuing operations for the nine months ended September 30, 1994
of $1.3 million; filing on January 13, 1995 of an Application for Waiver of
Minimum Funding Standard with the Internal Revenue Service to defer certain
fiscal 1995 defined benefit pension plan contributions; entering into the
Federal Agreement which provides a structured payout over time concerning
certain litigation; development of a program to aggressively manage
outstanding claims and to reduce collateral requirements in connection with
insurance programs; and other actions to reduce the cost of active employee
and retiree benefits.

In view of the Company's liquidity situation, along with the projected
working capital and capital expenditure needs for the Company's existing
businesses, funding projections for trailing liabilities and the existing and
anticipated bonding requirements required primarily by the Concrete Division,
the Company decided during 1994 that it was necessary to sell its Concrete
Division. In connection therewith, on March 3, 1995 the Company sold the
business and assets of its Concrete Division. The sale price was $11.5
million cash, adjusted to reflect an as of October 1, 1994 sale date, a $3
million interest bearing promissory note (which was transferred to an
unrelated third party in connection with the Federal Agreement) and the
assumption of certain liabilities by the purchaser. Upon the closing of the
sale, the Company received approximately $8.0 million of cash, after
adjustments. In connection with the sale of the Company's Concrete Division
at March 3, 1995, the Company's Borrowing Base under its Credit Facility was
reduced by approximately $3.9 million. Additionally, in accordance with the
sale agreement, the purchaser provided the Company's principal surety with a
substitute indemnity agreement to satisfy the Company's bonding obligations
with respect to those contracts transferred to the purchaser.

The Company anticipates that demands on its liquidity and credit
resources will continue to be significant during 1995 and the next several
years as a result of funding requirements for restructuring programs, the
Federal Agreement, nonrecurring cash obligations and trailing liabilities
associated with sold and discontinued businesses. Additionally, beginning in
November of 1995, the Company will be required to pay its interest obligation
on its 10%-12% Senior Subordinated Notes in cash which will require a payment
of $1.4 million semiannually. The Company expects to meet these requirements
through a number of sources, including operating cash generated by the
Company's Metal Buildings Group, proceeds from the sale of the Concrete
Division, available cash which was $7.9 million at December 31, 1994, and
availability under the Credit Facility and foreign credit facilities. The
Company's liquidity projections are predicated on estimates as to the amount
and timing of the payment of the Company's trailing liabilities and
expectations regarding the operating performance of the Company's Continuing
Businesses. In the event the Company experiences significant differences as
to the amount and timing of the payment of the Company's trailing liabilities
and/or the actual operating results of the Company's Continuing Businesses,
the Company may be required to seek additional capital through the expansion
of existing credit facilities or through new credit facilities, or through a
possible debt or equity offering, or a combination of the above. There can be
no assurance that such additional capital would be available to the Company.<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------

<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

<CAPTION>
For the Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
REVENUE
Net product sales. . . . . . . . . . . . $287,592 $277,367 $276,987
Construction and other services. . . . . 44,299 38,290 32,368
-------- -------- --------
Total . . . . . . . . . . . . . . . 331,891 315,657 309,355
-------- -------- --------
COSTS AND EXPENSES
Product costs. . . . . . . . . . . . . . 244,373 237,685 234,566
Construction and other services. . . . . 48,279 34,627 30,344
-------- -------- --------
Cost of sales . . . . . . . . . . . 292,652 272,312 264,910
Selling, general and administrative. . . 68,238 50,766 44,516
Restructuring expense. . . . . . . . . . 9,208 - 3,420
-------- -------- --------
Total . . . . . . . . . . . . . . . 370,098 323,078 312,846
-------- -------- --------
OPERATING INCOME (LOSS). . . . . . . . . (38,207) (7,421) (3,491)
-------- -------- --------
OTHER INCOME (EXPENSE)
Interest expense . . . . . . . . . . . . (15,267) (10,727) (4,634)
Loss on businesses sold/held for sale. . (1,132) (9,700) (11,400)
Other income (expense) - net . . . . . . (6,790) 622 832
-------- -------- --------
Total . . . . . . . . . . . . . . . (23,189) (19,805) (15,202)
-------- -------- --------
Income(loss) from continuing operations before
provision for taxes on income . . . . (61,396) (27,226) (18,693)
Provision for taxes on income. . . . . . 1,205 9 256
-------- -------- --------
INCOME (LOSS) FROM CONTINUING OPERATIONS (62,601) (27,235) (18,949)
-------- -------- --------
Income (loss) from discontinued operations . . . . (8,544) 2,132 (2,811)
-------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE. . . . . (71,145) (25,103) (21,760)
-------- -------- --------
Extraordinary gain on debt exchange. . . - 5,367 -
-------- -------- --------
Cumulative effect of accounting change . - (1,200) -
-------- -------- --------

NET INCOME (LOSS). . . . . . . . . . . . $(71,145)$(20,936)$(21,760)
======== ======== ========
EARNINGS (LOSS) PER COMMON SHARE
Continuing operations. . . . . . . . . . $ (71.30)$ (4.40)$ (1.20)
Discontinued operations. . . . . . . . . (9.70) .35 (.18)
Extraordinary item . . . . . . . . . . . - .86 -
Cumulative effect of accounting change . - (.20) -
-------- -------- --------
NET INCOME (LOSS). . . . . . . . . . . . $ (81.00)$ (3.39)$ (1.38)
======== ======== ========
Weighted average number of common shares
outstanding . . . . . . . . . . . . . 880 6,217 15,808
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.

<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

<CAPTION>
December 31
-------------------
1993 1994
---- ----
<S> <C> <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents. . . . . . . . . . . . $ 15,666 $ 7,890
Restricted cash. . . . . . . . . . . . . . . . . 3,138 2,478
Accounts and notes receivable, less allowance
for doubtful accounts: 1993, $3,255; 1994, $1,143. . . 58,062 41,382
Inventories. . . . . . . . . . . . . . . . . . . 21,417 17,825
Net assets held for sale . . . . . . . . . . . . - 4,664
Other current assets . . . . . . . . . . . . . . 3,218 2,056
-------- --------
Total current assets. . . . . . . . . . . . 101,501 76,295
-------- --------
PROPERTY - AT COST
Land and land improvements . . . . . . . . . . . 3,074 1,698
Buildings and building equipment . . . . . . . . 14,382 10,202
Machinery and equipment. . . . . . . . . . . . . 42,210 24,288
Construction in progress . . . . . . . . . . . . 3,065 3,739
-------- --------
Total . . . . . . . . . . . . . . . . . . . 62,731 39,927
Less accumulated depreciation. . . . . . . . . . 29,658 17,332
-------- --------
Property - net. . . . . . . . . . . . . . . 33,073 22,595
-------- --------
ASSETS HELD FOR SALE . . . . . . . . . . . . . . 4,289 992
-------- --------
EXCESS OF COST OVER NET ASSETS OF ACQUIRED
BUSINESSES, LESS ACCUMULATED AMORTIZATION:
1993, $3,430; 1994, $4,257. . . . . . . . . . 29,094 28,267
-------- --------
OTHER NON-CURRENT ASSETS . . . . . . . . . . . . 13,866 9,251
-------- --------
Total assets. . . . . . . . . . . . . . . . $181,823 $137,400
======== ========

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

December 31
-----------------------
1993 1994
---- ----
<S> <C> <C>
LIABILITIES

CURRENT LIABILITIES
Loans payable. . . . . . . . . . . . . . . . . . $ 1,054 $ -
Current portion of long-term debt. . . . . . . . 390 134
Accounts payable, principally trade. . . . . . . 36,480 25,168
Insurance liabilities. . . . . . . . . . . . . . 11,225 8,365
Other accrued liabilities. . . . . . . . . . . . 47,644 32,802
--------- ---------
Total current liabilities . . . . . . . . . 96,793 66,469
--------- ---------
LONG-TERM DEBT, LESS CURRENT PORTION . . . . . . 45,084 43,421
--------- ---------
LONG-TERM INSURANCE LIABILITIES. . . . . . . . . 14,770 15,084
--------- ---------
LONG-TERM PENSION LIABILITIES. . . . . . . . . . 16,881 16,265
--------- ---------
RESERVES AND OTHER LONG-TERM LIABILITIES . . . . 24,958 31,854
--------- ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY)

COMMON STOCK
Par value per share $.01
Authorized shares: 30,000,000
Issued shares: 1993 - 16,336,655; 1994 - 16,134,566 . . 163 161
CAPITAL SURPLUS. . . . . . . . . . . . . . . . .172,682 172,089
WARRANTS . . . . 6,042 6,042
RETAINED EARNINGS (DEFICIT). . . . . . . . . . . (177,519) (199,279)
EXCESS OF ADDITIONAL PENSION LIABILITY OVER
UNRECOGNIZED PRIOR SERVICE COST . . . . . . . (8,139) (7,991)
DEFERRED COMPENSATION. . . . . . . . . . . . . . (1,551) (508)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS . . . . (8,341) (6,207)
--------- ---------
Stockholders' equity (deficiency) . . . . . .(16,663) (35,693)
--------- ---------
Total liabilities and stockholders'
equity (deficiency). . . . . . . . . . . $ 181,823 $ 137,400
========= =========

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>

For the Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . . $(71,145)$(20,936)$(21,760)
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation and amortization . . . . . . 7,458 6,694 5,353
Amortization of discount on debentures and
capitalized debt issuance costs . . . . 303 1,008 1,251
Loss on businesses sold/held for sale . . 1,132 9,700 11,400
Cumulative effect of accounting change. . - 1,200 -
Extraordinary gain on debt exchange . . . - (5,367) -
(Income) loss on sale of business segment (133) - -
Provisions for:
Bad debts and losses on erection contracts. . . . 3,526 2,658 3,539
Rectification and other costs . . . . . 3,719 4,203 4,035
Restructuring expense . . . . . . . . . 11,858 - 3,420
Loss from and writedown of equity investment. . . 6,161 - -
Discontinued operations . . . . . . . . 3,930 2,500 8,000
Changes in assets and liabilities, net of divestitures:
(Increase) decrease in accounts and notes
receivable. . . . . . . . . . . . . . . 22,463 2,698 (8,930)
Decrease in inventories . . . . . . . . 5,967 2,765 2,024
(Increase) decrease in restricted cash. (23,962) 20,824 660
Increase (decrease) in accounts payable,
principally trade. . . . . . . . . . . (1,955) 2,672 (5,200)
Net changes in other assets and liabilities . . . (43,762) (29,962) (15,229)
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (74,440) 657 (11,437)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures . . . . . . . . . . . . (3,221) (5,503) (4,991)
Proceeds from sales of property, plant and equipment . 736 2,986 1,701
Proceeds from sales of businesses. . . . . . 142,707 - 807
Proceeds from sales of assets held for sale. 4,072 1,563 3,764
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 144,294 (954) 1,281
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (payments) proceeds on short-term borrowings . . . (3,885) (624) 2,242
Proceeds from long-term debt borrowings. . . - 5,000 -
Payments on revolving credit arrangements. . (64,300) - -
Proceeds from revolving credit arrangements. 5,200 - -
Payments on long-term debt borrowings. . . . (7,680) (2,283) (80)
Proceeds from common stock issued. . . . . . 10 7,000 -
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (70,655) 9,093 2,162
-------- -------- --------
Effect of foreign exchange rate changes on cash. . . . (727) (350) 218
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . (1,528) 8,446 (7,776)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD . . 8,748 7,220 15,666
-------- -------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 7,220 $ 15,666 $ 7,890
======== ======== ========
SUPPLEMENTAL CASH FLOW DATA
Cash payments made for:
Interest. . . . . . . . . . . . . . . . . $ 3,387 $ 2,301 $ 5,789
======== ======== ========
Income taxes. . . . . . . . . . . . . . . $ 572 $ 627 $ 191
======== ======== ========

</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands except share data)

Cumulative
Convertible
Preferred Common Capital
Stock Stock Surplus Warrants
---------- ------------------------- -----------
<S> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1991 . $ 5 $ 145 $129,287 $ 6,042
Net loss for the year . . .
Dividends payable on preferred
stock, $.34 per share. . . (169)
Stock issued to directors
(410 shares) . . . . . . . 10
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . .
Foreign currency translation
adjustments for the year .
-------- ------- -------- --------
BALANCE DECEMBER 31, 1992 . 5 145 129,128 6,042
Net loss for the year . . .
Dividends payable on preferred
stock, $.23 per share. . . (112)
Stock issued to directors
(5,635 shares) . . . . . . 25
Exchange Offer. . . . . . . (5) (35) 31,022
Conversion of Facility Note
(1,374,292 shares) . . . . 14 4,107
Stock issued (3,333,333
shares). . . . . . . . . . 33 6,967
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . .
Issuances under employee
plans, net . . . . . . . . 6 1,545
Foreign currency translation
adjustments for the year .
Writedown from the sale of the
U.K. Subsidiary. . . . . .
-------- ------- -------- --------
BALANCE DECEMBER 31, 1993 . - 163 172,682 6,042
Net loss for the year . . .
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . .
Forfeitures under employee
plans, net . . . . . . . . (2) (593)
Amortization of deferred
compensation . . . . . . .
Foreign currency translation
adjustments for the year .
Writedown from pending sale/
disposition of European
Operations . . . . . . . .
-------- ------- -------- --------
BALANCE DECEMBER 31, 1994 . $ - $ 161 $172,089 $ 6,042
======== ======= ======== ========

</TABLE>
See Notes to consolidated Financial Statements.

<PAGE>
<TABLE>
ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands except share data)
(Continued)

<CAPTION>
Excess of
Additional
Pension
Liability Foreign
Retained Over Unrecog- Currency
Earnings nized Prior Deferred Translation
(Deficit) Service Cost CompensationAdjustment
---------- ------------- -----------------------
<S> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1991 . $ (85,438) $(3,610) $ - $ (6,557)
Net loss for the year . . .(71,145)
Dividends payable on preferred
stock, $.34 per share. . .
Stock issued to directors
(410 shares) . . . . . . .
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . . 1,899
Foreign currency translation
adjustments for the year . (4,658)
-------- ------- ------- --------
BALANCE DECEMBER 31, 1992 . (156,583) (1,711) - (11,215)
Net loss for the year . . .(20,936)
Dividends payable on preferred
stock, $.23 per share. . .
Stock issued to directors
(5,635 shares) . . . . . .
Exchange Offer. . . . . . .
Conversion of Facility Note
(1,374,292 shares) . . . .
Stock issued (3,333,333
shares). . . . . . . . . .
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . . (6,428)
Issuances under employee
plans, net . . . . . . . . (1,551)
Foreign currency translation
adjustments for the year . (1,705)
Writedown from the sale of the
U.K. Subsidiary. . . . . . 4,579
-------- ------- ------- --------
BALANCE DECEMBER 31, 1993 . (177,519) (8,139) (1,551) (8,341)
Net loss for the year . . .(21,760)
Change in excess of additional
pension liability over
unrecognized prior service
cost . . . . . . . . . . . 148
Forfeitures under employee
plans, net . . . . . . . . 569
Amortization of deferred
compensation . . . . . . . 474
Foreign currency translation
adjustments for the year . 896
Writedown from pending sale/
disposition of European
Operations . . . . . . . . 1,238
-------- ------- ------- --------
BALANCE DECEMBER 31, 1994 . $(199,279) $(7,991) $ (508) $ (6,207)
======== ======= ======= ========

</TABLE>
See Notes to consolidated Financial Statements.

<PAGE>
ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 AND 1994

1. SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Robertson-
Ceco Corporation (the "Company") and all majority-owned subsidiaries. All
significant intercompany balances and transactions have been eliminated.
Certain previously reported amounts have been reclassified to conform to the
1994 presentation.

Foreign Currency Translation

Asset and liability accounts of foreign subsidiaries and affiliates are
translated into U.S. dollars at current exchange rates. Income and expense
accounts are translated at average rates. Any unrealized gains or losses
arising from the translation are charged or credited to the foreign currency
translation adjustments account included in stockholders' equity (deficiency).
Foreign currency gains and losses resulting from transactions, except for
intercompany debt of a long-term investment nature, are included in other
income (expense)-net and amounted to $(1,088,000), $(382,000) and
$(27,000),respectively, for the years ended December 31, 1992, 1993 and 1994.

Financial Instruments

The Company enters into foreign exchange contracts as hedges against
exposure to fluctuations in exchange rates associated with certain
transactions denominated in foreign currencies, principally receivables.
Market value gains or losses on these contracts are included in the results of
operations and generally offset gains or losses on the related transactions.
The terms of the Company's forward contracts are generally less than one year.
Gains and losses on these contracts are deferred and recognized as adjustments
of carrying amounts when the hedged transaction occurs. Deferred gains or
losses at December 31, 1994 are not significant.

Inventories

Inventories are valued at the lower of cost or market. Cost is
determined using the last-in, first-out ("LIFO") method for certain
inventories and the first-in, first-out ("FIFO") method for other inventories.

Property

Property is stated at cost. Depreciation is computed for financial
statement purposes by applying the straight-line method over the estimated
lives of the property. For federal income tax purposes, assets are generally
depreciated using accelerated methods. Amortization of assets under capital
leases is included with depreciation expense.

Estimated useful lives used in computing depreciation for financial
statement purposes are as follows:

<TABLE>

<S> <C>
Land improvements. . . . . . . . . . . 10-25 years
Buildings and building equipment . . . 25-33 years
Machinery and equipment. . . . . . . . 3-16 years

</TABLE>
Income Taxes

The provision for income taxes is based on earnings reported in the
financial statements. Deferred tax assets, when considered realizable, and
deferred tax liabilities are recorded to reflect temporary differences between
the tax bases of assets and liabilities for financial reporting and tax
purposes.

Revenue

Revenue from product sales is recognized generally upon passage of title,
acceptance at a job site, or when affixed to a building. Revenue from
construction services is recognized generally using the percentage-of-
completion method which recognizes income ratably over the period during which
contract costs are incurred. A provision for loss on construction services in
progress is made at the time a loss is determinable.

Insurance Liabilities

The Company is self-insured in the U.S. for certain health insurance,
worker's compensation, general liability and automotive liability, subject to
specific retention levels. Insurance liabilities consist of liabilities
incurred but not yet paid for such amounts.

Deferred Revenues

Billings in excess of revenues earned on construction contracts are
reflected in other accrued liabilities as deferred revenues. Revenues earned
in excess of billings are included in accounts receivable as unbilled
receivables.

Excess of Cost Over Net Assets of Acquired Businesses

The excess of cost over the net assets of acquired businesses relates to
the Company's acquisitions of its Ceco and Star metal buildings businesses.
Such costs are being amortized on a straight-line basis over a period of 40
years. The Company periodically reviews the carrying value of its excess of
cost over net assets of acquired businesses to determine whether facts and
circumstances exist which would indicate that the asset has been impaired. No
such determination has been made to date.

Cash and Cash Equivalents

As used in the consolidated statements of cash flows, cash equivalents
represent those short-term investments that can be easily converted into cash
and that have original maturities of three months or less.

Earnings (Loss) per Common Share

Earnings (loss) per common share is based on the weighted average number
of common shares and common share equivalents outstanding during each period.
Warrants to purchase common stock, outstanding stock options and restricted
stock are included in the earnings (loss) weighted average share computations
if the effect is not antidilutive. Earnings (loss) used in the computation,
is earnings (loss), plus dividends paid or payable on preferred stock. On
July 23, 1993, a 1 for 16.5 reverse split (the "Reverse Split") of the
Company's common stock became effective. The Reverse Split followed the
issuance as of July 14, 1993 of 10,178,842 shares, after giving effect to the
Reverse Split, in exchange for $63,734,000 principal amount of the Company's
15.5% Subordinated Debentures due 2000 and 500,000 shares of the Company's
Preferred Stock pursuant to an exchange offer (the "Exchange Offer") for such
debentures and preferred stock consummated on that date (see Note 10). All
common stock share amounts and per share data presented herein are restated to
reflect the Reverse Split.

2. ACQUISITIONS AND DIVESTITURES

On November 8, 1990, H.H. Robertson Company ("Robertson") and Ceco
Industries, Inc. ("Ceco Industries") merged into The Ceco Corporation
("Ceco"), a wholly-owned subsidiary of Ceco Industries (the "Combination")
with Ceco continuing as the surviving corporation under the name Robertson-
Ceco Corporation (the "Company"). The Combination was accounted for using the
purchase method of accounting, with Robertson deemed to be the acquiror.

On February 3, 1992, the Company sold its door businesses (the "Door
Business"), acquired as part of the Combination discussed above, and certain
of its U.S. domestic building products and construction businesses (the "X-1
Business") for $135,000,000 (the "Disposition"). Additionally, during the
first quarter of 1992, the Company sold its floor and deck business and its
South African Subsidiary for $2,400,000 and $5,300,000, respectively. The
sale of the Door Business is reflected as a discontinued operation and the
sale of the X-1 Business, the floor and deck business and the South African
Subsidiary (collectively the "Sold Businesses"), which operated as part of the
Company's Building Products Group, are reflected as disposals of portions of a
segment of a business.

In the fourth quarter of 1993, the Company settled in a noncash
transaction certain purchase price disputes arising out of the Disposition.
In connection therewith, the Company transferred to the purchaser certain real
estate previously recorded as assets held for sale which had an approximate
fair value of $1,900,000. This transaction had no effect on the 1993
Consolidated Statement of Operations.

On November 9, 1993, the Company sold, for no cash consideration, its
subsidiary located in the United Kingdom (the "U.K. Subsidiary"). In
connection with the sale, the Company recorded a charge of $9,700,000 in the
third quarter of 1993. The operating results and cash flows of the U.K.
Subsidiary are included in the accompanying financial statements for the year
ended 1992 and for the period from January 1, 1993 through September 30, 1993,
which was determined to be the effective date of the sale. After completion of
the sale of the U.K. Subsidiary, the Company remains contingently liable under
a Company letter of credit which had an outstanding value of $1,878,000 at
December 31, 1994 and which secures the former subsidiary's banking line;
under an equipment lease which had an outstanding balance of approximately
$2,060,000 at December 31, 1994; and under certain performance guarantees
which arose prior to the sale. During 1992 and the nine month period ended
September 30, 1993, the U.K. Subsidiary recorded revenues of $33,700,000 and
$23,100,000, respectively, and losses from continuing operations of
$13,200,000 and $4,400,000, respectively.

On December 27, 1994, the Company sold the business and assets of its
remaining U.S. Building Products operation, the Cupples Products Division (the
"Cupples Division"), which manufactures curtainwall systems, to a newly formed
company owned by a member of the Company's Board of Directors, for $800,000
cash and the assumption of certain liabilities by the purchaser. Pursuant to
the terms of the sale agreement, the Company transferred certain contingent
future rights to receive up to $900,000 of the proceeds, if any, relating to a
curtainwall project which is in progress (see Note 16). In connection with
the sale, the Company recorded a $4,800,000 loss on sale of businesses in the
third quarter of 1994. The operating results and cash flows of the Cupples
Division are included in the accompanying financial statements for the years
ended 1992 and 1993, and the period from January 1, 1994 through September 30,
1994, the measurement date of the sale. During 1992, 1993 and the nine month
period ended September 30, 1994, the Cupples Division recorded revenues of
$12,300,000, $12,100,000 and $8,300,000, respectively, and losses from
continuing operations of $4,700,000, $4,600,000 and $3,500,000, respectively.

During the third quarter of 1994, the Company decided to sell or dispose
of its remaining European Building Products operations (the "European
Operations"). In connection with the planned sale or disposition of the
European Operations, the Company recorded a $6,600,000 loss on sale of
businesses. For purposes of the December 31, 1994 Consolidated Balance Sheet,
the assets and liabilities of the European Operations are netted and presented
within other liabilities. The operating results and cash flows of the
European Operations are included in the accompanying financial statements for
the years ended 1992 and 1993 and the period from January 1, 1994 through
September 30, 1994 which was considered the measurement date. The European
Operations recorded revenues of $53,200,000, $29,400,000 and $16,100,000
during the years ended 1992 and 1993 and the nine month period ended September
30, 1994, respectively. The European Operations recorded losses from
continuing operations of $700,000, $1,200,000 and $1,300,000 during the years
ended 1992 and 1993 and the nine month period ended September 30, 1994,
respectively.

The U.K. Subsidiary, the Cupples Division and the European Operations
operated as part of the Company's Building Products Group.

On March 3, 1995, the Company sold the business and assets of its
Concrete Construction business (the "Concrete Division") to Ceco Concrete
Construction Corp., ("Ceco Concrete"), a newly formed company owned by an
entity controlled by the Company's Chief Executive Officer. The consideration
consisted of $11,500,000 of cash, adjusted to reflect an as of sale date of
October 1, 1994, a $3,000,000 interest bearing promissory note payable in
three equal annual installments, with interest at 7% (the "Concrete Note"),
and the assumption of certain liabilities by the purchaser. Upon the closing
of the sale, the Company received $8,000,000 of cash, after adjustments. The
Concrete Division, which represented one of the Company's business segments,
has been accounted for as a discontinued operation at December 31, 1994.
Accordingly, the results of operations for all periods presented have been
reclassified to reflect the Concrete Division as a discontinued operation.
The Concrete Division recorded revenues of $69,062,000, $64,249,000 and
$69,686,000 during each of the years ended December 31, 1992, 1993 and 1994,
respectively. The Company expects that the sale of the Concrete Division will
result in a gain for financial statement and tax reporting purposes, which
will be recorded in the first quarter of 1995. For purposes of the December
31, 1994 Consolidated Balance Sheet, the assets and liabilities of the
Concrete Division have been netted and classified as assets held for sale -
current. The components of net assets held for sale - current related to the
Concrete Division are as follows:

<TABLE>

December 31
1994
------------
(Thousands)
<S> <C>
Accounts and notes receivable, net . . . . . $14,349
Property, net. . . . . . . . . . . . . . . . 4,797
Other assets . . . . . . . . . . . . . . . . 1,603
Loans payable and debt . . . . . . . . . . . (593)
Accounts payable . . . . . . . . . . . . . . (2,615)
Deferred revenues. . . . . . . . . . . . . . (7,930)
Other liabilities. . . . . . . . . . . . . . (5,024)
-------
$ 4,587
=======
</TABLE>

During 1988, the Company adopted a formal plan to discontinue its fixed-
price custom curtainwall operations. During 1989, the existing contracts
related to the discontinued operation were substantially physically completed;
however, several of the contracts have been the subject of various disputes
and litigation relating to performance, scope of work and other contract
issues. The charges recorded in 1992, 1993 and 1994 relate to costs incurred
to provide for the settlement of contract disputes, litigation and
rectification costs and to write-off related accounts receivable determined to
be uncollectible. Such provisions are made when it is probable that a loss
has been incurred and the amount of the loss can be estimated. The Company
continues to be involved in litigation related to its discontinued custom
curtainwall operations, certain of which are discussed in Note 14.

In connection with the sales and dispositions noted above, and other
operational and financial restructuring actions which have taken place
primarily since the Combination, the Company continues to be liable for
significant trailing liabilities which were associated with such sold or
discontinued businesses prior to the sale or disposition dates including, in
certain instances, liabilities arising from Company self-insurance programs,
unfunded pension liabilities, warranty and rectification claims, various
severance obligations, environmental clean-up matters, various Company
guarantees with respect to such businesses, and unresolved litigation arising
in the normal course of the former business activities. The management of the
Company has made estimates as to the amount and timing of the payment of such
liabilities which are reflected in the accompanying consolidated financial
statements. Given the subjective nature of many of these liabilities, their
ultimate outcome cannot be predicted with certainty, based upon currently
available information, management does not expect that the ultimate outcome of
such matters will be materially different than what is currently recorded in
the accompanying consolidated financial statements.

The transactions described above are included in the Consolidated
Statements of Operations as follows:

<TABLE>

<CAPTION>
Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Gain (loss) on businesses sold/held for sale
X-1 Business . . . . . . . . . . .$(1,132) $ - $ -
U.K. Subsidiary. . . . . . . . . . - (9,700) -
Cupples Division . . . . . . . . . - - (4,800)
European Operations. . . . . . . . - - (6,600)
------- ------- --------
Total. . . . . . . . . . . . .$(1,132) $(9,700)$(11,400)
======= ======= ========
Discontinued operations
Income (loss) from discontinued
operations
Concrete Division. . . . . . .$(4,747) $ 4,632 $ 5,189
Fixed price custom curtainwall. . . . (3,930) (2,500) (8,000)
Door Business. . . . . . . . . 133 - -
------- ------- --------
Total . . . . . . . . . .$(8,544) $ 2,132 $ (2,811)
======= ======= ========
</TABLE>

The following unaudited pro forma financial information shows the results
of operations of the Company assuming that the sale of the Sold Businesses,
sale of the U.K. Subsidiary, sale of the Cupples Division, sale or disposal of
the European Operations, sale of the Concrete Division and the Exchange Offer
(see Notes 1, 2 and 10) had occurred at the beginning of the periods
presented. These results are not necessarily indicative of what results would
have been if such transactions had occurred at the beginning of the periods
presented and are not necessarily indicative of the financial condition or
results of operations for any future date or period.

<TABLE>

<CAPTION>
Years Ended December 31
--------------------------------
1992 1993 1994
---- ---- ----
(Unaudited)
(Thousands, except per share data)

<S> <C> <C> <C>
Revenue. . . . . . . . . . . . . . $232,615 $251,103 $285,018
======== ======== ========
Income (loss) from continuing
operations. . . . . . . . . . . $(32,155)$ (839) $ (2,751)
======== ======== ========
Income (loss) from continuing
operations per common share . . $ (2.91)$ (.07) $ (.17)
======== ======== ========
</TABLE>

3. RESTRUCTURING ACTIONS

In connection with its restructuring plans, the Company recorded
restructuring charges of $9,208,000 and $3,420,000 in 1992 and 1994,
respectively. The 1992 and 1994 restructuring charges relate primarily to the
termination of employees and downsizing of operations within the Company's
Building Products Group and the Corporate office. The 1994 restructuring
charge included provisions for the termination of approximately thirty-six
employees, substantially all of whom had been terminated as of December 31,
1994.

The amounts accrued and charged against the restructuring liabilities
during the year ended December 31, 1994 are as follows:

<TABLE>

<CAPTION>
Reclassi-
1994 fication of
Balance Provision Businesses Balance
Dec. 31 and 1994 Sold/Held Dec. 31
1993 Adjustments Charges For Sale 1994
-------- ------------------ ----------- --------
(Thousands)
<S> <C> <C> <C> <C> <C>
Employee terminations . . $3,209 $3,498 $(3,811)$(634) $2,262
Provisions for leases . . 49 225 (210) - 64
Provision associated
with closure of
business. . . . . .1,090 (303) (678) (109) -
Other. . . . . . . . 743 - (609) - 134
------ ------ ------- ----- ------
$5,091 $3,420 $(5,308)$(743) $2,460
====== ====== ======= ===== ======
</TABLE>

4. EQUITY INVESTMENT

The Company had a 40% equity interest in Spectrum Glass Products, Inc.
("Spectrum") which was accounted for under the equity method. On February 25,
1993, Spectrum filed a petition under Chapter 11 of the United States
Bankruptcy Code and on March 19, 1993, the Bankruptcy Court approved the sale
of substantially all of Spectrum's assets to an unrelated third party. At
December 31, 1994, the Company is contingently liable for approximately
$550,000 of future lease payments under a Parent Company guarantee relating
to an equipment lease previously held by Spectrum which was assumed by the new
owner. As security for the Company's guarantee, the Company has on deposit at
a bank $658,000 of cash which is recorded in the Consolidated Balance Sheet at
December 31, 1994 within Restricted Cash. Operating results and writedowns
recognized by the Company related to its investment in Spectrum were
$(6,161,000) in 1992 and are included in other income (expense)-net in the
accompanying Consolidated Statement of Operations. There was no income or
expenses recognized in 1993 or 1994 related to Spectrum.

5. CASH AND RELATED MATTERS

Cash and cash equivalents consisted of the following:

<TABLE>

<CAPTION>
December 31
-----------------
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Cash . . . . . . . . . . . . . . . . . . . $ 2,146 $ 4,984
Time deposits and certificates of deposit. 13,520 2,906
------- -------
Total. . . . . . . . . . . . . . . . . $15,666 $ 7,890
======= =======
</TABLE>

At December 31, 1994, restricted cash of $810,000 was pledged primarily
to support various borrowing agreements and guarantees including the Spectrum
equipment lease guarantee (Note 4) and restricted cash of $1,668,000 was held
in escrow related to the Disposition. On January 20, 1995, the Company
entered into a settlement with respect to certain unresolved items pertaining
to the Disposition. Under the terms of the settlement agreement, the Company
received the $1,668,000 of previously restricted cash and paid $375,000 to
settle certain legal claims and established a replacement letter of credit for
the purchaser of $1,071,000 with respect to certain of the Company's
outstanding insurance liabilities.

6. ACCOUNTS RECEIVABLE

The Company grants credit to its customers, substantially all of which
are involved in the construction industry. At December 31, 1993 and 1994 the
Company's accounts receivable due from customers located outside of the United
States totaled $20,599,000 and $16,019,000, respectively. Accounts receivable
included unbilled retainages and unbilled accounts receivable relating to
construction contracts of $3,624,000 and $1,463,000, respectively, at December
31, 1993 and $0 and $654,000, respectively, at December 31, 1994. There were
no retainages due beyond one year at December 31, 1994.

7. INVENTORIES

Inventories consisted of the following:

<TABLE>

<CAPTION>
December 31
-----------------
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Finished goods . . . . . . . . . . . . . . $ 150 $ 57
Work in process. . . . . . . . . . . . . . 6,701 6,154
Materials and supplies . . . . . . . . . . 14,566 11,614
------- -------
Total. . . . . . . . . . . . . . . . . $21,417 $17,825
======= =======

</TABLE>

At December 31, 1993 and 1994, approximately 75% and 85%, respectively,
of inventories were valued on the LIFO method. The LIFO value for those
inventories approximated their FIFO value at December 31, 1993 and 1994.

8. ASSETS HELD FOR SALE - NON-CURRENT PORTION

Assets held for sale - noncurrent consists principally of land, buildings
and equipment which are held for sale as a result of restructuring actions and
other operating decisions. Such assets are recorded at their estimated net
realizable value.

9. OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

<TABLE>

<CAPTION>
December 31
-----------------
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Payroll and related benefits . . . . . . . $11,515 $11,778
Warranty and backcharge reserves . . . . . 4,544 3,367
Deferred revenues. . . . . . . . . . . . . 9,292 1,778
Reserves for restructuring . . . . . . . . 5,091 2,460
Accrued interest . . . . . . . . . . . . . 2,043 1,804
Other. . . . . . . . . . . . . . . . . . . 15,159 11,615
------- -------
Total. . . . . . . . . . . . . . . . . $47,644 $32,802
======= =======

</TABLE>

10. DEBT

Long-term debt consisted of the following:

<TABLE>

<CAPTION>
December 31
-----------------
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Foothill Term Loan Note. . . . . . . . . . $ 5,000 $ 5,000
10%-12% Senior Subordinated Notes due November 1999:
Face amount . . . . . . . . . . . . 18,921 21,260
Capitalized future interest payments . . . . 15,783 13,444
15.5% Discount Subordinated Debentures due
November 2000. . . . . . . . . . . . . . 4,812 4,845
Debt of foreign subsidiaries with interest from
6.4% to 20% due 1994 to 2007 . . . . . . 699 358
Other debt with interest of 10%. . . . . . 259 -
------- -------
Total. . . . . . . . . . . . . . . . . 45,474 44,907
Less current portion of principal. . . 390 134
Less current portion of capitalized interest
payable. . . . . . . . . . . . . . . - 1,352
------- -------
Long-term debt . . . . . . . . . . . . $45,084 $43,421
======= =======

</TABLE>

The aggregate maturities of long-term debt (including required future
cash interest payments on capitalized interest) at December 31, 1994 were as
follows:

<TABLE>
(Thousands)

<S> <C>
1995 . . . . . . . . . . . . . . . . . $ 1,486
1996 . . . . . . . . . . . . . . . . . 2,810
1997 . . . . . . . . . . . . . . . . . 2,819
1998 . . . . . . . . . . . . . . . . . 2,707
1999 . . . . . . . . . . . . . . . . . 30,240
2000 and later . . . . . . . . . . . . 5,196
-------
Total maturities of long-term debt . 45,258
-------
Less unamortized discount on 15.5%
Discount Subordinated Debentures . 351
-------
Total carrying value of long-term debt. . . . $44,907
=======

</TABLE>

As described below, in connection with the Exchange Offer, all future
interest payments on the Company's 10%-12% Senior Subordinated Notes are
capitalized. For purposes of determining the debt maturities of the 10%-12%
Senior Subordinated Notes, the table above assumes that interest will be paid
in additional notes through May 31, 1995 and subsequent interest payments
which are payable in cash are considered maturities of long-term debt when
currently due. The related November 1995 cash interest payment of $1,352,000
is included in the accompanying Consolidated Balance Sheet within other
accrued liabilities at December 31, 1994.

On April 12, 1993, the Company entered into a credit agreement with
Foothill Capital Corporation ("Foothill"). Under the terms of the credit
agreement, Foothill agreed to provide the Company with a term loan and a
revolving line of credit of up to a maximum amount of $35,000,000 (initially
funded on May 3, 1993). On May 18, 1994, the Company entered into an
amendment to its existing agreement with Foothill (such amended agreement
being hereinafter referred to as the "Credit Facility"), which under its
terms, amended the Company's existing credit facility by increasing the
Company's maximum availability under the facility by $10,000,000 to
$45,000,000, incorporated certain receivables, inventory and property, plant
and equipment of the Company's Canadian operations into the definition of the
Borrowing Base, and extended the term of the Credit Facility to May 18, 1999.

The Credit Facility requires that the Company borrow $5,000,000 under a
term loan and provides for issuances of commercial or standby letters of
credit or guarantees of payment with respect to such letters of credit in an
aggregate amount not to exceed $32,000,000 and/or additional borrowings, based
upon availability under the Borrowing Base. The $5,000,000 term loan is
evidenced by a term loan note (the "Term Loan Note") that bears interest which
is payable monthly at a rate equal to twenty-four percentage points above the
reference rate (the reference rate is equivalent to the prime rate at
designated institutions) on 50% of the Term Loan Note and at a rate of 3%
above the reference rate on the remaining 50% of the Term Loan Note. The
Credit Facility requires that the Company pay a monthly fee equal to 2.5% per
annum of the average letters of credit and letter of credit guarantees
outstanding, and a fee equal to .5% per annum of 61.11% of the average unused
line of credit. All other obligations under the Credit Facility bear interest
at the higher of three percent above the reference rate or nine percent per
annum. The Credit Facility also provides for the payment of penalties,
depending on the year, in the event the Credit Facility is terminated by the
Company.

Availability under the Credit Facility is based on a percentage of
eligible (as defined in the Credit Facility and subject to certain
restrictions) accounts receivable and inventory, plus a base amount (which
base amount is reduced by $166,667 per month and is subject to reduction in
the case of sales of certain property, plant and equipment, including assets
held for sale), plus the amount provided by the Company as cash collateral, if
any, less the amount of $5,000,000 required to be outstanding under the Term
Loan Note (each together the "Borrowing Base"). At December 31, 1994, the
Borrowing Base was estimated to be $39,882,000 and was used to support the
$5,000,000 Term Loan Note and $29,175,000 of outstanding letters of credit
which are primarily used to support bonding programs, insurance programs and
other financial guarantees. The Company had unused availability under the
Credit Facility of $5,707,000 at December 31, 1994.

As collateral for its obligations under the Credit Facility, the Company
granted to Foothill a continuing security interest in and lien on
substantially all of the Company's assets. The Credit Facility contains
certain financial covenants with respect to the Company's tangible net worth
and current ratio. In addition, there are covenants which prohibit the
Company from paying dividends on or acquiring any of its capital stock and
which either restrict or limit the Company's ability to take certain actions
involving other indebtedness, liens, mergers, acquisitions, consolidations,
dispositions, sales of assets, investments, capital expenditures, guarantees,
prepayment of debt, transactions with affiliates and other matters.

Upon entering into the original credit agreement with Foothill, the
Company was required to pay a $350,000 commitment fee, and to deliver a
facility note in an amount equal to $4,000,000 (the "Facility Note"). The
Facility Note, plus accrued interest, which combined were $4,123,000, were
paid in full on November 30, 1993 in a noncash transaction through the
issuance of 1,374,292 shares of the Company's common stock to Foothill. At
December 31, 1994, the Company had $4,288,000 of capitalized debt issuance
costs related to the Credit Facility which is being amortized as interest
expense over the term of the facility.

In addition to the Credit Facility, borrowing and bank guarantee
arrangements are in place at certain international locations to assist in
supporting local working capital and bonding requirements. These arrangements
are generally reviewed annually with the local banks and do not require
significant commitment fees. The outstanding balance of such short-term loans
payable and the weighted average interest rate at December 31, 1993 was
$1,054,000 and 13.07%. Exclusive of the European Operations, for which the
assets and liabilities are recorded in the balance sheet on a net basis, there
were no outstanding loans payable at December 31, 1994. The Company's average
short-term borrowings and weighted average interest rate on such short-term
borrowings during 1994 were $2,613,000 and 13.18%, respectively. At December
31, 1994, the Company had in place at its Asia/Pacific operations unused lines
of credit of $776,000 and guarantee facilities of $3,109,000 of which
$2,427,000 of guarantees were outstanding. In February 1995, the Company
was required to issue a $1,000,000 letter of credit guarantee to support the
Asia/Pacific operation's banking facility.

On a worldwide basis at December 31, 1994, excluding the European
Operations, the Company had outstanding performance and financial bonds of
$34,283,000, which generally provide a guarantee as to the Company's
performance under contracts and other commitments; certain of which are
collateralized by letter of credit programs and certain of which are issued
under foreign credit facilities.

In connection with the sale of the Company's Concrete Division at March
3, 1995, the Company's Borrowing Base under its Credit Facility was reduced by
approximately $3,900,000. Additionally, in accordance with the sale
agreement, the purchaser provided the Company's principal surety with a
substitute indemnity agreement to satisfy the Company's bonding obligations
with respect to those contracts transferred to Ceco Concrete.

At December 31, 1994, the Company's European Operations had outstanding
short-term bank borrowing of $3,145,000, which are generally supported by the
local entities' assets. In addition, at December 31, 1994, the European
Operations had outstanding performance bonds and other guarantees of $735,000.
At certain of the European Operations, as well as other foreign locations, the
Company has issued guarantees which support the local entities borrowings and
performance guarantees.

On July 14, 1993, the Company consummated its Exchange Offer. Under the
terms of the Exchange Offer, the 15.5% Subordinated Debenture holders other
than Sage RHH (see Note 16) who tendered their bonds each received $407.57 in
principal amount of the Company's 10%-12% Senior Subordinated Notes due 1999,
plus 111.4 shares of the Company's common stock for each $1,000 aggregate
principal amount of 15.5% Subordinated Debentures. Sage RHH, an investor
which controlled approximately 29% of the 15.5% Subordinated Debentures and
33.8% of the Company's common stock at the time of the Exchange Offer received
approximately 260.4 shares of the Company's common stock for each $1,000
aggregate principal amount of 15.5% Subordinated Debentures tendered. The
Company's Preferred Stock holder received 54.8 shares of common stock for each
200 shares of Preferred Stock plus accrued but unpaid dividends, which in the
aggregate totaled $281,250 for all of the Preferred Stock. Pursuant to the
Exchange Offer, $63,734,000 principal amount of 15.5% Subordinated Debentures
plus accrued but unpaid interest of $17,128,000 were exchanged for an
aggregate of $17,850,000 principal amount of the Company's 10%-12% Senior
Subordinated Notes and 10,041,812 shares of the Company's common stock, and
all 500,000 outstanding shares of the Preferred Stock were exchanged for an
aggregate of 137,030 shares of the Company's common stock.

Interest on the 10%-12% Senior Subordinated Notes is payable semi-
annually on May 31 and November 30 of each year. Interest accruing on the
10%-12% Senior Subordinated Notes through and including May 31, 1995 may, at
the Company's option, be paid in cash or additional 10%-12% Senior
Subordinated Notes, and thereafter is payable in cash. Interest accrues on
the 10%-12% Senior Subordinated Notes from May 31, 1993 through and including
November 30, 1994 at the rate of 10% per annum if paid in cash and 12% per
annum if paid in additional 10%-12% Senior Subordinated Notes, and thereafter
accrues at 12% per annum. The November 30, 1993, May 31, 1994 and November
30, 1994 interest payments were paid by the Company in additional 10%-12%
Senior Subordinated Notes and the Company currently anticipates that it will
pay the May 31, 1995 interest payment in additional notes. The 10%-12% Senior
Subordinated Notes will mature November 30, 1999, and are redeemable at the
Company's option, at any time in whole or from time to time in part, at the
principal amount thereof plus accrued interest to the redemption date.
Indebtedness under the 10%-12% Senior Subordinated Notes is senior to the
Company's 15.5% Subordinated Debentures, and subordinate to the extent
provided in the indenture to all indebtedness under the Credit Facility and
any other indebtedness which by its terms provides that it shall be senior to
the 10%-12% Senior Subordinated Notes.

During the third quarter of 1993, the Company recorded an extraordinary
gain from the exchange of the 15.5% Subordinated Debentures of $5,367,000. In
accordance with SFAS No. 15, all future interest payments which are due on the
10%-12% Senior Subordinated Notes are recorded as part of long-term debt, and,
as a result, the Company has deferred the related economic gain and will not
record any future interest expense related to the 10%-12% Senior Subordinated
Notes. On a proforma basis, assuming that the Exchange Offer occurred at the
beginning of the period, interest expense for the years ended December 31,
1992 and 1993 would have been reduced by $10,733,000 and $6,491,000,
respectively.

The effect of the Exchange Offer, which was a non-cash transaction, on
the assets, liabilities and stockholders' equity of the Company, was recorded
in the 1993 Consolidated Balance Sheet as of the date of the Exchange Offer,
and is summarized as follows:

<TABLE>
(Thousands)

<S> <C>
Reduction in 15.5% Subordinated Debentures,
net of discount. . . . . . . . . . . . . $ 58,743
Reduction in accrued interest. . . . . . . 17,128
Reduction in preferred stock dividends payable. . . 281
Charge-off of debt and equity issuance costs. . . . (4,960)
Issuance of 10%-12% Senior Subordinated Notes,
including future interest payments . . . (34,704)
--------
Increase in stockholders' equity . . . $ 36,488
========

</TABLE>

At December 31, 1994, the 15.5% Subordinated Debentures consisted of
principal of $5,196,000 and unamortized discount of $351,000. The 15.5%
Subordinated Debentures, which accrete in value at the rate of 17.4% per
annum, began to accrue cash interest December 9, 1991. The Company did not
make the scheduled interest payments on its 15.5% Subordinated Debentures
which were due on May 31, 1992, November 30, 1992, May 31, 1993 and November
30, 1993, and consequently was in default under the indenture. On February
15, 1994, the Company paid all past due interest, including interest on past
due interest which in the aggregate approximated $1,829,000, thereby curing
the event of default under the indenture. The Company made all scheduled
interest payments on its 15.5% Subordinated Debentures during 1994.

At December 31, 1992, the Company was in default under certain of its
loan and capital lease agreements which, combined with its inability to
generate adequate unrestricted cash to meet its then current and anticipated
operating requirements, along with the Company's recurring losses from
operations, negative working capital, and stockholders' deficiency raised
substantial doubt at December 31, 1992 about the Company's ability to continue
as a going concern.

11. RENTAL AND LEASE INFORMATION

The Company leases certain facilities and equipment under operating
leases. Total rental expense charged to the Consolidated Statements of
Operations for continuing operations on operating leases was $5,614,000,
$3,531,000 and $2,903,000 for 1992, 1993 and 1994, respectively. In addition,
sublease rental income of $218,000, $140,000 and $0, respectively, was netted
against rental expense in 1992, 1993, and 1994, respectively.

Future minimum rental commitments under operating leases at December 31,
1994 are as follows:

<TABLE>
(Thousands)

<S> <C>
1995 . . . . . . . . . . . . . . . . . . . $2,615
1996 . . . . . . . . . . . . . . . . . . . 1,983
1997 . . . . . . . . . . . . . . . . . . . 1,304
1998 . . . . . . . . . . . . . . . . . . . 790
1999 . . . . . . . . . . . . . . . . . . . 141
2000 and later . . . . . . . . . . . . . . -
------
Total . . . . . . . . . . . . . . . . $6,833
======
</TABLE>

The above amounts do not include rent payable under escalation clauses as
the amounts are not determinable.

12. FINANCIAL INSTRUMENTS

The Company enters into various types of financial instruments in the
normal course of business. The estimated fair value of amounts are determined
based on available market information and, in certain cases, on assumptions
concerning the amount and timing of estimated future cash flows and assumed
discount rates reflecting varying degrees of perceived risk. Accordingly, the
fair values may not represent actual values of the financial instruments that
could have been realized as of year end or that will be realized in the
future. Fair values for cash and cash equivalents, restricted cash, and loans
payable approximate their carrying value at December 31, 1994 due to the
relatively short maturity of these financial instruments. The fair value of
long-term debt, including the current portion of long-term debt at December
31, 1994, was estimated to be $26,348,000 compared to their carrying value of
$44,907,000.

13. TAXES ON INCOME

The Company adopted SFAS No. 109, "Accounting for Income Taxes,"
effective January 1, 1993. As permitted under the new standard, the Company
did not restate the prior years' financial statements. The cumulative
effective of adopting this Statement did not have a material impact on the
Company's Consolidated Balance Sheets or Statements of Operations.

Income (loss) from continuing operations before provision (credit) for
taxes on income from continuing operations consisted of the following:

<TABLE>

Year Ended December 31
----------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Income (loss) from continuing
operations before provision for
taxes on income:
Domestic. . . . . . . . $(48,725) $(23,289) $(15,559)
Foreign . . . . . . . . (12,671) (3,937) (3,134)
-------- -------- --------
Total . . . . . . . . $(61,396) $(27,226) $(18,693)
======== ======== ========

Provision (credit) for taxes on
income from continuing
operations:
Current:
Foreign . . . . . . . . $ 1,205 $ 9 $ 256
-------- -------- --------
Total . . . . . . . . 1,205 9 256
-------- -------- --------
Deferred:
Foreign . . . . . . . . - - -
-------- -------- --------
Total . . . . . . . . - - -
-------- -------- --------
Total . . . . . . . . $ 1,205 $ 9 $ 256
======== ======== ========
</TABLE>

A reconciliation between taxes computed at the U.S. statutory federal
income tax rate and the provision for taxes on income from continuing
operations reported in the Consolidated Statements of Operations follows:

<TABLE>

<CAPTION>
Year Ended December 31
----------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Tax provision (credit) at U.S.
statutory rate. . . . . . $(20,875) $(9,529) $(6,543)
Operating losses that could not be
offset against taxable income. . . . 22,298 9,276 6,484
Differences between foreign and
domestic tax rates. . . . (257) 139 194
Other . . . . . . . . . . . 39 123 121
-------- ------- -------
Provision for taxes on income . . . . $ 1,205 $ 9 $ 256
======== ======= =======
</TABLE>

The following is a summary of the significant components of the
Company's net deferred tax liability at December 31, 1993 and 1994:

<TABLE>

<CAPTION>
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Deferred tax assets:
Insurance liabilities . . . . . . . . $ 9,098 $ 8,196
Interest on 10%-12% Senior Subordinated
Notes. . . . . . . . . . . . . . . . 5,372 5,372
Pension liabilities . . . . . . . . . 3,563 1,221
Warranties, backcharges and job losses. . . . 3,362 3,489
Other expenses not currently deductible . . . 13,149 16,619
Unlimited operating loss carryforwards. . . . 9,754 16,494
Limited operating loss carryforwards. 1,181 1,225
Unrealized loss on sale/disposal of
businesses . . . . . . . . . . . . . - 2,114
-------- --------
Total tax assets . . . . . . . . . 45,479 54,730
-------- --------
Deferred tax liabilities:
Accelerated depreciation. . . . . . . (6,679) (6,457)
Other items . . . . . . . . . . . . . (2,920) (3,128)
-------- --------
Total tax liabilities. . . . . . . (9,599) (9,585)
-------- --------
Deferred tax asset valuation allowance . . (36,780) (46,045)
-------- --------
Net deferred tax liability . . . . $ (900) $ (900)
======== ========
</TABLE>

During 1994, the valuation allowance increased by $9,265,000 and there
were no changes regarding the need for a valuation allowance in any tax
jurisdiction.

At December 31, 1994, the Company had worldwide net operating loss
carryforwards, excluding the European Operations, of $41,104,000 for tax
reporting purposes which are available to offset future income without
limitation. Approximately $24,888,000 of these net operating loss
carryforwards relate to domestic operations and are available for use until
expiration in the years 2008 and 2009. In addition, the Company has domestic
tax net operating loss carryforwards of $140,249,000, as well as a general
business credit carryforward of $1,000,000, that existed as of the date of the
Exchange Offer, whose use has been limited due to a "Change in Ownership," as
defined in Section 382 of the Internal Revenue Code. The Company's ability to
utilize such carryforwards and credits is restricted to an aggregate potential
availability of $3,500,000, with an annual limitation of approximately
$250,000 through the year 2008. Additionally, these carryforwards can be used
to offset income generated by the sale of certain assets to the extent that
the gain existed at the time of the Exchange Offer. This amount and the
Company's unlimited, domestic net operating loss carryforwards could be
further limited should another "Change in Ownership" occur.

In addition to the above, the Company has foreign net operating loss
carryforwards at December 31, 1994 of $16,216,000, which expire at various
dates in the years 1996 through 2005, excluding tax loss carryforwards
associated with the European Operations (Note 2), of $6,196,000.

Undistributed earnings of consolidated foreign subsidiaries at December
31, 1994, amounted to approximately $220,000, excluding $1,881,000 of
undistributed earnings at the European Operation (Note 2). No provision for
income taxes has been made because the Company intends to invest such earnings
permanently, or in the case of the European Operations, intends to sell or
dispose of such operations without prior repatriation of such earnings. If
the Company were to repatriate all undistributed earnings, withholding taxes
assessed in the local country would not be material to the Consolidated
Financial Statements at December 31, 1994.

On March 3, 1995, the Company sold its Concrete Division (Notes 2 and
16). The sale resulted in a pretax gain which the Company plans to offset by
utilizing available domestic net operating loss carryforwards and other
deductions.

14. CONTINGENT LIABILITIES

Several contracts related to the discontinued custom curtainwall
operations continue to be the subject of litigation. In one of the actions, a
lawsuit arising out of the construction of new headquarters for Morgan
Guaranty Trust Company of New York ("Morgan") at 60 Wall Street, New York, New
York is pending in the Supreme Court of the State of New York [Cupples
Products Division of H.H. Robertson Company v. Morgan Guaranty Trust Company
of New York, et al (the "New York Litigation")]. The Company's Cupples
Division acted as a subcontractor for the provision and erection of the custom
curtainwall for the building. Morgan and Tishman Construction Company of New
York ("Tishman") the general contractor for the project, claimed that the
Company and Federal Insurance Company ("Federal"), as issuer of a performance
bond in connection with the Company's work, are liable for $29,900,000 in
excess completion costs and delay damages due to the Company's alleged failure
to perform its obligations under its subcontract. The Company had taken
action to enforce a $5,000,000 mechanic's lien against the building and sought
to recover more than $10,000,000 in costs and damages caused by Tishman's
breach of the subcontract with the Company. On March 3, 1995, the Company and
Federal entered into an agreement (the "Federal Agreement") under which
Federal agreed to hold the Company harmless from claims pending in the New
York Litigation. Under the terms of the Federal Agreement, Federal will
assume control of the New York Litigation and will also be the beneficiary of
any affirmative claim which the Company may receive. As consideration for
Federal's obligations, the Company assigned to Federal the $3,000,000 interest
bearing promissory note received from the Company's sale of its Concrete
Division, and agreed to pay Federal $1,000,000 per year, in equal quarterly
installments, for seven years without interest commencing March 24, 1995. As
security for the payment obligations to Federal, the Company granted to
Federal a security interest in all of the Company's assets and the purchaser
delivered a financial guarantee insurance policy securing payment of the
Concrete Note.

The Federal Agreement also provides that (i) at least 30% of the
ownership of the common stock of the Company must be held by Andrew G.C. Sage,
II, who is the current Chairman of the Company and at December 31, 1994
controlled approximately 34% of the outstanding common stock through his
control of Sage RHH (Note 16), and Michael E. Heisley, who is the current
Chief Executive Officer and Vice Chairman of the Company and at December 31,
1994 controlled approximately 21% of the outstanding common stock through his
ownership of RBC Holdings L.P. and (ii) that Mr. Sage, Mr. Heisley or both
must continue as chief executive officer and/or chairman of the Company. The
Federal Agreement provides that, in the event such common stock ownership and
executive officers are not maintained, Federal will be entitled to immediate
payment of all amounts remaining unpaid to them.

In February 1994, the Company filed suit in state court in Iowa against
Alaska Industrial Development and Export Authority ("AIDEA"), Olympic Pacific
Builders, Inc. ("OPB") and Strand Hunt Corp. ("Strand Hunt") and others
alleging breach of contact, tortious interference with contractual relations,
negligence and misrepresentation, and seeking payment of amounts owed to the
Company and other damages in connection with a pre-engineered metal building
project in Anchorage, Alaska. The Company fabricated the building for OPB,
which in turn supplied the building to Strand Hunt, as general contractor for
AIDEA. In March 1994, Strand Hunt filed suit in the Superior Court for the
State of Alaska against a number of parties, including the Company and its
surety. Strand Hunt has alleged against the Company breach of contract,
breach of implied warranties, misrepresentation and negligence in connection
with the fabrication of the building and seeks damages in excess of
$10,000,000. The Company answered the Alaska suit and asserted the claims
made in the Iowa action as counterclaims against the other parties. In
addition, cross-claims of a similar nature to those of Strand Hunt have been
made against the Company by several of the other parties. The Company
believes that it is entitled to payment and that it has meritorious defenses
against the claims of Strand Hunt and the cross claims of the other parties.

In February of 1994, the Company's Concrete Division settled certain
backcharge and other claims related to a project which was substantially
complete in 1989. In connection with this settlement, during the first
quarter of 1994 the Company received $1,700,000 of cash and recorded a
$1,200,000 gain, which is included in the accompanying Consolidated Statement
of Operations as income from discontinued operations. During the second
quarter of 1993, the Company recorded a credit to selling, general and
administrative expenses of $1,800,000 as a result of the settlement of certain
lease obligations. In May 1994, the Company resolved and settled certain
claims related to a custom curtainwall project located in Texas. The outcome
of these settlements did not have a material effect on the Company's
Consolidated Statement of Operations in the year ended December 31, 1994.

While the outcome of the Company's legal proceedings cannot at this time
be predicted with certainty, management does not expect that these matters
will have a material adverse effect on the consolidated financial condition or
results of operations of the Company.

The Company has been identified as a potentially responsible party by
various federal and state authorities for clean-up at various waste disposal
sites. While it is often extremely difficult to reasonably quantify future
environmental related expenditures, the Company has engaged various third
parties to perform feasibility studies and assist in estimating the cost of
investigation and remediation. The Company's policy is to accrue environmental
and clean-up related costs of a non-capital nature when it is both probable
that a liability has been incurred and the amount can be reasonably estimated.
Based upon currently available information, including the reports of third
parties, management does not believe that the reasonably possible loss in
excess of the amounts accrued would be material to the consolidated financial
statements.

15. INCENTIVE PLANS, STOCK OPTIONS, WARRANTS

1986 Stock Option Plan and 1976 Stock Option Plan

Options to purchase common stock of the Company were granted under the
Company's 1986 Stock Option Plan (the "1986 Plan") and the 1976 Stock Option
Plan (the "1976 Plan"). The 1986 Plan terminated by its terms effective May
6, 1991, and the 1976 Plan terminated by its terms effective December 31,
1986. No more options may be granted under the 1986 Plan or the 1976 Plan.
Stock options, including stock options with stock appreciation rights granted
in conjunction therewith, which were outstanding on the respective termination
dates of the 1986 Plan and the 1976 Plan, continue in effect in accordance
with their terms. There were no stock appreciation rights on stock options
outstanding at December 31, 1994.

A summary of stock option transactions under the Company's plans
follows:

<TABLE>

<CAPTION>
Year Ended December 31
--------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Options outstanding, January 1. . . . 31,959 21,815 485
Granted . . . . . . . . . . . - - -
Cancelled . . . . . . . . . . (10,144) (21,330) -
-------- --------- ---------
Options outstanding at end of
period . . . . . . . . . . . 21,815 485 485
======== ========= =========
Options price range at end of
period . . . . . . . . . . . $33-$391 $184-$391 $184-$391
======== ========= =========
Options exercisable at end of
period . . . . . . . . . . . 8,997 485 485
======== ========= =========
</TABLE>

All options granted under the plans are at prices which were not less
than 100% of the fair value of the Company's common stock on the date the
options were granted. Stock options outstanding at December 31, 1994 expire
March 31, 1995.

Long-Term Incentive Plan

The Company's 1991 Long-Term Incentive Plan, (the "Long Term Incentive
Plan"), as amended and restated in 1993, provides for the grant of both cash-
based and stock-based awards to eligible employees of, and persons or entities
providing services to the Company and its subsidiaries and provides for one-
time, automatic stock awards to non-employee members of the Board of
Directors. Under the Long-Term Incentive Plan, the Company may provide awards
in the form of stock options, stock appreciation rights, restricted shares,
performance awards, and other stock based awards. Currently up to 1,400,000
shares of common stock are issuable under the Long-Term Incentive Plan,
subject to appropriate adjustment in certain events. Shares issued pursuant
to the Long-Term Incentive Plan may be authorized and unissued shares, or
shares held in treasury. Awards may be granted under the Long-Term Incentive
Plan through March 19, 2001, unless the plan is terminated earlier by action
of the Board of Directors. At December 31, 1994, there were 1,032,000 shares
under the Long-Term Incentive Plan which were available for grant.

On December 22, 1993, the Company granted awards (the "1993 Awards") of
564,000 restricted shares of the Company's common stock to certain executive
officers and key employees. The awards are designed to incentivize management
in a manner which would enhance shareholder value by tying vesting provisions
to achievement of performance targets representing increases in the average
market value of the Company's common stock. The accelerated vesting
provisions include comparison of future share prices to a pre-determined base
price (each measured on a 60-day average basis), cumulative market value
appreciation targets over a three year period, and a requirement of continued
employment with the Company except in certain specific circumstances. The
base price for the 1993 Awards is $3.41 per share. The 1993 Awards also
provide that if performance targets are not achieved by August 10, 1996, all
unvested shares not forfeited will vest automatically on August 10, 2003,
provided the holder is still an employee of the Company as defined in the
plan. The 1993 Awards also provide for immediate vesting if a change in the
control of the Company occurs, as defined. During 1994, 203,000 restricted
shares were forfeited as a result of employee terminations, and 140,000
restricted shares were vested pursuant to the provisions of an employment
agreement between the Company and a former president. No other restricted
shares vested or were awarded during 1994. At December 31, 1994, 221,000
unvested restricted shares were outstanding.

The fair market value of the restricted shares, based on the market
price at the date of the grant, is recorded as deferred compensation, as a
component of stockholders' equity, and deferred compensation expense is
amortized over the period benefited.

Warrants

In connection with the Combination, the Company assumed 1,470,000 of
outstanding warrants of Ceco Industries. Each warrant, which is exercisable
on or before December 9, 1996, provides for the right to purchase one stock
unit at a price of $6.02 per unit, a unit being a fraction (as determined
under the warrants) of a share. The warrants currently provide the holders
with the right to acquire an aggregate of 90,249 shares of the Company's
common stock at an exercise price of $98.11 per share. The Company has
reserved 90,249 shares of its common stock for issuance upon exercise of the
warrants. These warrants are reflected in the accompanying Consolidated
Balance Sheets at their fair value at the date of acquisition.

16. RELATED PARTY TRANSACTIONS

On September 15, 1992, Mulligan Partnership ("Mulligan") sold 297,655
shares of the Company's common stock, representing approximately 33.8% of the
Company's then outstanding common stock, and $19,831,000 aggregate principal
amount of the Company's 15.5% Subordinated Debentures, representing
approximately 29% of the then outstanding principal amount of such 15.5%
Subordinated Debentures, to Sage Capital Corporation ("Sage Capital"), a
Wyoming corporation.

The rights of Frontera S.A., ("Frontera") an affiliate of Mulligan,
under a Stockholders Agreement dated as of June 8, 1990 among the Company,
Frontera and certain other stockholders, including the right to nominate
certain members of the Company's Board of Directors, terminated upon the sale
by Mulligan to Sage Capital. Mulligan assigned to Sage Capital, Mulligan's
rights under the terms of a registration rights agreement dated as of November
8, 1990 between the Company and Frontera.

On November 18, 1992, the Company elected the President of Sage Capital
as the Company's President and Chief Executive Officer and as a Director, and
elected the Managing Director of Sage Capital as a Director of the Company.
On December 30, 1992, Sage Capital transferred its shares of common stock and
the 15.5% Subordinated Debentures to Sage RHH, a partnership, with Sage
Capital retaining an 80% ownership in Sage RHH. As described in Note 10, Sage
RHH tendered all of its 15.5% Subordinated Debentures in connection with the
Exchange Offer.

On December 2, 1993, the Company and its wholly owned subsidiary
Robertson Espanola, S.A. ("Robertson Espanola") entered into an agreement (the
"RC Agreement") with RC Holdings, Inc. ("RC Holdings") (formerly Heico
Acquisitions, Inc.) which is indirectly controlled by the Company's Chief
Executive Officer. Pursuant to the RC Agreement, RC Holdings, through an
affiliate entity acquired 3,333,333 newly issued shares of the Company's
common stock and certain inventory and interests related to a project in
Madrid, Spain known as the Puerta de Europa project, for which the Company's
Cupples Division had been providing the curtainwall system, Robertson Espanola
had been providing certain project management and administrative services, and
the owner of the project had been placed in insolvency proceedings. The
shares issued represented approximately 21.4% of the then outstanding shares
of the Company after issuance of such shares. The Company received an
aggregate of $10,000,000 in cash for the shares and assets. The RC Agreement
also provides that, if RC Holdings is able to realize any proceeds in
connection with the Puerta de Europa project, all receipts in excess of
$5,000,000 plus expenses incurred for completion and collection, will be split
equally between RC Holdings and the Company (see Sale of Cupples Division
below). The RC Agreement provides that, until the earlier of (i) December 2,
1998, (ii) the date on which RC Holdings and its affiliates no longer hold 10%
of the Company's outstanding common stock or (iii) the date on which the
current President of RC Holdings ceases to be a controlling person with
respect to RC Holdings and its affiliates, the Board of Directors of the
Company shall not elect a chief executive officer without the prior written
consent of RC Holdings. On December 9, 1993, the Board of Directors appointed
the President and sole stockholder of RC Holdings as its chief executive
officer and vice chairman of the Board of Directors.

On August 1, 1994, the Company and Robertson Espanola entered into a
subcontract agreement with RC Holdings (the "RC Subcontract"). Pursuant to
the RC Subcontract, the Company and Robertson Espanola have undertaken to
acquire and supply certain materials for, and to coordinate the installation
of, the curtainwall system related to the above-mentioned Puerto de Europa
project. The Company and Robertson Espanola will be paid for certain costs
and expenses associated with the performance of the RC Subcontract. During
1994, the Company, including Robertson Espanola, charged RC Holdings for costs
and services performed pursuant to the RC Subcontract. Such amounts were not
significant.

On December 27, 1994, the Company sold the business and assets
(including up to $900,000 of the Company's share of the excess proceeds from
the above-mentioned Puerto de Europa project, if any, received by the Company
pursuant to the RC Agreement) of its remaining U.S. Building Products
operation, the Cupples Division, to Cupples Products, Inc. ("CPI"), a newly-
formed entity owned by a member of the Company's Board of Directors, for
$800,000 and the assumption of certain liabilities by the purchaser. The
transaction and the consideration therefor were negotiated with the purchaser
under the direction of a special committee of disinterested directors
appointed by the Board of Directors. The sale agreement provides that CPI
will provide certain services to the Company for certain fees, on an as-needed
basis, to assist in the resolution of certain legal proceedings and warranty
and rectification claims which arose prior to the sale date. Accordingly, the
Company anticipates that certain business relationships between the Company
and CPI will continue in the future.

On March 3, 1995, the Company sold the business and assets of its
Concrete Construction Division to Ceco Concrete Construction Corp. ("Ceco
Concrete"), a newly-formed entity controlled by the Company's Chief Executive
Officer. The consideration consisted of $11,500,000 of cash, adjusted to
reflect an as of sale date of October 1, 1994, a $3,000,000 interest bearing
promissory note payable in three equal annual installments, with interest at
7%, and the assumption of certain liabilities by the purchaser. Upon the
closing of the sale, the Company received $8,000,000 of cash, after
adjustments. Additionally, the purchaser agreed to provide a substitute
indemnity, bonds or collateral to satisfy the Company's bonding obligations
with respect to those contracts transferred to Ceco Concrete. The transaction
and the consideration therefor were negotiated under the direction of a
special committee of disinterested directors appointed by the Board of
Directors of the Company, who engaged the services of an independent
investment banker and were represented by an independent law firm.

During 1994, the Company agreed to pay $222,000 to a company affiliated
with the Company's Chief Executive Officer for the services of an individual
who served as President of the Company's Metal Buildings Group during the
period from February 1994 through November 3, 1994 and as President and Chief
Operating Officer of the Company from November 3, 1994. The Company also
agreed to pay to another affiliated company of the Company's Chief Executive
Officer $260,000 for manufacturing and certain other consulting services.
Pursuant to a consulting agreement with Sage Capital, the Company paid
$175,000, $517,000 and $200,000, respectively, in 1992, 1993 and 1994, for
financial and operational restructuring services. In connection with the sale
of the Cupples Division, the consulting agreement with Sage Capital was
terminated.

The Company has employment agreements and severance payment plans with
respect to certain of its executive officers and certain other management
personnel. These agreements generally provide for salary continuation for a
specified number of months under certain circumstances. Certain of the
agreements provide the employees with certain additional rights after a change
of control of the Company, as defined, occurs.
17. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION

The Company's operations are classified into two business segments: the
Metal Buildings Group and the Building Products Group. The Metal Buildings
Group designs and manufactures pre-engineered metal buildings for commercial
and industrial users. The Building Products Group provides construction
services and at certain locations fabricates, sells and erects the components
for roof, walls and floors of non-residential buildings. The Concrete
Construction Group, which provided certain concrete forming services and was
previously reported as a segment, has been reflected as a discontinued
operation (Note 2).

Summarized financial information for each of the Company's business
segments and geographic areas of operations for 1992, 1993, and 1994 is
presented below.

Information on Segments

<TABLE>

<CAPTION>
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Revenue:
Metal Buildings Group. . . $187,465 $218,338 $251,584
Building Products Group .144,426 97,319 60,186
Intersegment eliminations. - - (2,415)
-------- -------- --------
Total. . . . . . . . . $331,891 $315,657 $309,355
======== ======== ========

Operating income (loss):
Metal Buildings Group. . . $ 4,179 $ 7,212 $ 15,414
Building Products Group .(18,146) (6,685) (7,142)
Corporate. . . . . . . . .(24,240) (7,948) (11,763)
-------- -------- --------
Total. . . . . . . . . $(38,207)$ (7,421) $ (3,491)
======== ======== ========

Identifiable assets:
Metal Buildings Group. . . $ 84,448 $ 96,665 $ 97,140
Building Products Group . 90,705 42,839 23,229
Businesses held for sale . 22,055 22,736 4,587
Corporate. . . . . . . . . 38,462 25,934 15,830
Adjustments and eliminations . . . (3,300) (6,351) (3,386)
-------- -------- --------
Total. . . . . . . . . $232,370 $181,823 $137,400
======== ======== ========

Capital expenditures:
Metal Buildings Group. . . $ 948 $ 2,955 $ 3,355
Building Products Group . 1,371 1,614 442
Corporate. . . . . . . . . 253 35 10
-------- -------- --------
Total. . . . . . . . . $ 2,572 $ 4,604 $ 3,807
======== ======== ========

Depreciation:
Metal Buildings Group. . . $ 2,510 $ 2,419 $ 2,348
Building Products Group . 3,106 2,348 1,037
Corporate. . . . . . . . . 63 94 94
-------- -------- --------
Total. . . . . . . . . $ 5,679 $ 4,861 $ 3,479
======== ======== ========
</TABLE>
Information on Geographic Areas

<TABLE>

<CAPTION>
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Revenue:
United States. . . . . . . $204,965 $223,553 $250,259
Canada . . . . . . . . . . 29,099 22,063 22,941
Europe . . . . . . . . . . 86,939 52,498 16,084
Asia/Pacific . . . . . . . 24,843 21,681 27,749
Inter-area eliminations. .(13,955) (4,138) (7,678)
-------- -------- --------
Total. . . . . . . $331,891 $315,657 $309,355
======== ======== ========

Operating income (loss):
United States. . . . . . . $ 1,101 $ 2,829 $ 11,058
Canada . . . . . . . . . . (2,829) 1,099 646
Europe . . . . . . . . . .(11,131) (5,054) (896)
Asia/Pacific . . . . . . . (1,108) 1,653 (2,536)
Corporate. . . . . . . . .(24,240) (7,948) (11,763)
-------- -------- --------
Total. . . . . . . $(38,207)$ (7,421) $ (3,491)
======== ======== ========

Identifiable assets:
United States. . . . . . . $105,731 $102,953 $ 93,325
Canada . . . . . . . . . . 16,716 15,013 13,728
Europe . . . . . . . . . . 52,896 13,088 -
Asia/Pacific . . . . . . . 12,104 13,431 13,976
Businesses held for sale . 22,055 22,736 4,587
Corporate. . . . . . . . . 38,462 25,934 15,830
Adjustments and eliminations . . . (15,594) (11,332) (4,046)
-------- -------- --------
Total. . . . . . . $232,370 $181,823 $137,400
======== ======== ========

</TABLE>

Identifiable assets in each segment or geographic area include the
assets used in the Company's operations and the excess of the purchase price
over the fair value of assets acquired with respect to the Metal Buildings
Group. Corporate assets consist primarily of cash and cash equivalents,
restricted cash, assets held for sale and capitalized debt issuance costs
related to the Credit Facility. Businesses held for sale at December 31, 1994
reflects primarily the net assets of the Concrete Division. Inter-area sales
are generally recorded at prices which are intended to approximate prices
charged to unaffiliated customers.

18. RETIREMENT BENEFITS

Historically, the Company has provided retiree benefits to substantially
all of its U.S. and certain of its foreign employees under various defined
benefit pension plans. In connection with the Company's restructuring
initiatives, the Company amended its U.S. defined benefit pension plan,
effective January 1, 1995, so that active salary employees will cease to
accrue future benefits after that date.

Benefits which are provided under the Company's defined benefit pension
plans are primarily based on years of service and the employee's compensation.
During fiscal 1992 and 1993, the Company's funding policy with respect to its
U.S. defined benefit plans was to contribute quarterly installments as
required by minimum funding standards determined in accordance with the
Internal Revenue Code. During fiscal 1994, the Company changed its funding
policy with respect to its U.S. defined benefit plans whereby it ceased
contributing in quarterly installments. During 1994, Company contributions
were generally paid to its U.S. defined benefit plans such that, subject to
applicable rules and regulations, the unpaid outstanding required contribution
for each plan, including interest penalties, did not exceed $1,000,000 per
plan. At December 31, 1994, the aggregate amount of such unpaid outstanding
contributions for all plans was approximately $1,860,000.

On January 13, 1995, the Company filed an Application for Waiver of
Minimum Funding Standard with the Internal Revenue Service for certain of its
U.S. defined benefit pension plans for the plan years 1994 and 1995. If the
request to waive these contributions is accepted, the Company's pension
funding requirements for the calendar year ended December 31, 1995 of
approximately $6,400,000 will be deferred and such contributions may be made
ratably over a future period, depending on the instructions of the Internal
Revenue Service. In the event that the request to waive these contributions
is denied, the Company will be required to immediately fund its past due
contributions. Plan assets relative to defined benefit plans are invested in
broadly diversified portfolios of government obligations, mutual funds,
stocks, bonds and fixed income and equity securities.

U.S. and Canadian Defined Benefit Plans

Net pension cost (income) consisted of the following:

<TABLE>

Year Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Service cost-benefits earned during
the year . . . . $ 1,293 $ 926 $ 699
Curtailment loss and special termination
benefits from sale of the Cupples
Division and termination of future
benefit accruals for salaried
employees. . . . . . . . . . . . . - - 738
Interest cost on projected benefit
obligation . . . . . . . . . . . . 5,744 5,222 4,305
Actual return on assets. . . . . . . (6,928) (5,536) 463
Net amortization and deferral. . . . 543 1,355 (3,642)
------- ------ -------
Net pension cost . . . . . . . . . .$ 652 $1,967 $ 2,563
======= ====== =======

</TABLE>

The above net pension cost includes the pension expense related to
certain of the Company's former employees of the Concrete Division, which has
been recorded as a discontinued operation. The amount of net pension expense
which was allocated to the Concrete Division for the years ended 1992, 1993
and 1994 was $278,000, $329,000, and $310,000, respectively.

<PAGE>
The following table sets forth the aggregate funded status of the U.S.
and Canadian defined benefit pension plans:

<TABLE>

<CAPTION>
December 31, 1993 December 31, 1994
Plans With Plans With
----------------------- ------------------------
Assets Accumulated Assets Accumulated
Exceeding Benefits Exceeding Benefits
Accumulated Exceeding AccumulatedExceeding
Benefits Assets Benefits Assets
Canadian U.S. Canadian U.S.
Plan Plans Plan Plans
----------- ----------- ----------------------
(Thousands)
<S> <C> <C> <C> <C>
Actuarial present value of
benefit obligation:
Vested benefit
obligation . . . .$ 8,619 $ 58,222 $ 7,398 $ 52,440
Non-vested benefit
obligation . . . . 35 787 30 3,027
------- -------- ------- --------
Accumulated benefit
obligation . . . . 8,654 59,009 7,428 55,467
Excess of projected
benefit obligation
over accumulated
benefit obligation. . . . 442 595 380 -
------- -------- ------- --------
Projected benefit
obligation . . . . . 9,096 59,604 7,808 55,467
Plan assets at fair value. . . 15,182 40,296 12,130 35,630
------- -------- ------- --------
Projected benefit obligation
(in excess of) or less
than plan assets. . . 6,086 (19,308) 4,322 (19,837)
Unrecognized net (gain)
loss . . . . . . . 225 9,380 1,170 8,296
Remaining unrecognized net
transition (asset)
obligation. . . . . . (614) 531 (115) 253
Adjustment required to
recognize minimum
liability . . . . - (9,315) - (8,549)
------- -------- ------- --------
Prepaid (accrued) pension
cost recognized in the
Consolidated Balance
Sheets . . . . . . .$ 5,697 $(18,712) $ 5,377 $(19,837)
======= ======== ======= ========

</TABLE>

Actuarial assumptions used for the U.S. and Canadian plans were as
follows:

<TABLE>

<CAPTION>
Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Assumed discount rate U.S. plans 8.5% 7.25% 8.25%
Assumed discount rate Canadian plan . . 9.5 8.0 9.0
Assumed rate of compensation increase . 4-5.5 4.5-5.5 5.0-5.5
Expected rate of return on plan assets. 9-10 9.0 9.0

</TABLE>

Other Foreign Defined Benefit Plans

The amounts reported below relating to other foreign defined benefit
pension plans exclude in 1994 the plan of the sold U.K. Subsidiary.

Net pension cost (income) consisted of the following:

<TABLE>

<CAPTION>
Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
Service cost-benefits earned during
the year . . . . . . . . . . . $ 1,049 $ 690 $ 263
Interest cost on projected benefit
obligation . . . . . . . . . . 3,385 2,249 151
Actual return on assets. . . . . (5,342) (2,394) 102
Net amortization and deferral. . 2,143 196 (270)
Curtailment loss . . . . . . . . - - 1,241
------- ------- ------
Net pension cost (income). . . . $ 1,235 $ 741 $1,487
======= ======= ======

</TABLE>

The following table sets forth the aggregate funded status of other
foreign defined benefit pension plans:

<TABLE>

<CAPTION>
December 31 Plans
with Assets Exceeding
Accumulated Benefits
---------------------
1993 1994
---- ----
(Thousands)
<S> <C> <C>
Actuarial present value of benefit obligation
Vested benefit obligation. . . . . . . . . $1,949 $2,283
Non-vested benefit obligation. . . . . . . 14 14
------ ------
Accumulated benefit obligation . . . . . . 1,963 2,297
Excess of projected benefit obligation over
accumulated benefit obligation. . . . . 74 85
------ ------
Projected benefit obligation. . . . . . . . . 2,037 2,382
Plan assets at fair value . . . . . . . . . . 2,150 2,346
------ ------
Projected benefit obligation less than
(greater than) plan assets . . . . . . . . 113 (36)

Unrecognized net gain . . . . . . . . . . . . 1,489 -
Remaining unrecognized net transition asset . (515) -
------ ------
Prepaid (accrued) pension cost recognized in the
Consolidated Balance Sheets. . . . . . . . $1,087 $ (36)
====== ======

</TABLE>

Actuarial assumptions used for the other foreign defined benefit plans
were as follows:

<TABLE>

Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Assumed discount rate. . . . . . 9.5-10.5% 7.0%8.0%
Assumed rate of compensation increase . . 7-7.5 4.5 5.5
Expected rate of return on plan
assets. . . . . . . . . . . . . 11-13 7.5 8.5

</TABLE>

Additionally, certain U.S. employees are covered by a defined
contribution plan which provides for contributions based primarily on
compensation levels. The Company funds its contributions to the defined
contribution plan as accrued. Plan assets of defined contribution plans are
invested in bank funds. Pension expense related to the Company's defined
contribution plans included the following amounts:

<TABLE>

<CAPTION>
Years Ended December 31
-------------------------------
1992 1993 1994
---- ---- ----
(Thousands)
<S> <C> <C> <C>
U.S. defined contribution plan . $1,029 $ 665 $ 679
====== ====== ======

</TABLE>

The amounts noted above exclude the Concrete Division for which the U.S.
defined contribution plan pension expense was $212,000, $165,000, and
$180,000, respectively, in 1992, 1993 and 1994, and the pension expense under
multi-employer pension plans was $1,444,000, $1,455,000, and $1,616,000 in
1992, 1993 and 1994, respectively.

As a result of the Disposition discussed in Note 2, during 1992 the
Company recorded settlement gains of $1,733,000, which are reflected in the
Consolidated Statement of Operations as a component of the loss from
discontinued operations. As a result of the amendment to the salary defined
benefit plan which is discussed above, the Company recorded a curtailment loss
of $465,000 in the fourth quarter of 1994. Additionally, as a result of the
sale of the Cupples Division (Note 2), the Company recognized a curtailment
and special termination benefit loss of $268,000 during 1994, which was
recorded as a component of loss on businesses sold/held for sale in the
Consolidated Statement of Operations. During the fourth quarter of 1994, the
Company's Asia/Pacific subsidiary implemented a plan whereby it would
terminate its Staff Superannuation Fund (the "Superannuation Fund"), a defined
benefit plan which provides retirement benefits for substantially all the
salaried employees of H.H. Robertson (Australia) Pty. Limited, and contribute
all assets of the Superannuation Fund to a new, defined contribution plan.
The termination of the Superannuation Fund resulted in the Company recognizing
a charge to selling, general and administrative expense of $1,241,000 in the
fourth quarter of 1994.

19. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS

Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" for its U.S.
plans. SFAS No. 106 requires measurement of the obligations of an employer to
provide future postretirement benefits and the accrual of costs during the
years that the employee provides services. The Company provides
postretirement health and life insurance benefits under unfunded plans to a
select group of retired former U.S. employees. In 1993, the Company fixed its
per retiree cost of providing these benefits to a majority of these
participants. The accumulated postretirement benefit obligation at adoption
was approximately $21,501,000 and is being recognized over the expected
payment period of 14 years. The adoption of SFAS No. 106 did not have a
material impact on the Company's Consolidated Statements of Operations or Cash
Flows. Prior to the adoption of SFAS No. 106, the Company expensed the net
cost of providing such benefits to retired employees on a pay-as-you-go basis.
During fiscal 1994, the Company adopted the provisions of SFAS No. 106 with
respect to its foreign postretirement benefit obligations which cover a
limited group of former employees and the effect was not material. The
Company terminated its postretirement benefit plan for its U.S. active
employees at the beginning of 1993.

The following table sets forth the U.S. plans' funded status reconciled
with the amount recognized in the Company's Consolidated Balance Sheets.

<TABLE>

<CAPTION>
December 31,
----------------------
1993 1994
------- --------
(Thousands)
<S> <C> <C>
Accumulated Postretirement Benefit Obligation:
Retired employees. . . . . . . . . . . . $(21,068) $(18,891)
======== ========

Unfunded accumulated benefit obligation in
excess of plan assets. . . . . . . . . $(21,068) $(18,891)
Unrecognized net (gain)/loss . . . . . . 1,004 (117)
Unrecognized transition obligation . . . 19,934 18,465
-------- --------
Accrued postretirement benefit cost recognized
in the Consolidated Balance Sheets . . $ (130) $ (543)
======== ========

</TABLE>

For the purposes of measuring the December 31, 1994 accumulated
postretirement benefit obligation, the per capita cost of covered health care
benefits was assumed to increase at 11.75% from 1994 to 1995 for retirees not
in the Company's fixed cost plan. The rate was assumed to decrease gradually
down to 5.25% by 2002 and remain at that level thereafter. Because the health
care cost trend rate assumption affects relatively few participants, there is
no significant effect on the amounts reported. Increasing assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation as of December 31, 1994 by
$489,000, or 2.6%. The weighted average discount rate used in determining the
accumulated postretirement benefit obligation at December 31, 1993 and 1994
was 7.25% and 8.25%, respectively.

Net periodic postretirement benefit cost for 1993 and 1994 included the
following components:

<TABLE>

<CAPTION>
Year Ended December 31,
-----------------------
1993 1994
------ ------
(Thousands)
<S> <C> <C>
Interest cost. . . . . . . . . . . . . . $1,716 $1,413
Net amortization and deferral. . . . . . 1,567 1,542
------ ------
Net periodic postretirement benefit cost. . . . . $3,283 $2,955
====== ======

</TABLE>

For purposes of measuring the 1994 net periodic postretirement benefit
cost, the per capita cost of covered health care benefits was assumed to
increase at 11.25% from 1994 to 1995 for retirees not in the fixed cost plans.
The rate was assumed to decrease gradually down to 4.75% by 2000 and remain
level thereafter. Because the health care cost trend rate assumption affects
relatively few participants, increasing assumed health care cost trend rates
by one percentage point each year would increase the aggregate of the service
and interest cost components of the net periodic postretirement benefit cost
for fiscal 1994 by $35,000, or 2.5%. The weighted average discount rate used
in determining the expense in 1993 and 1994 was 8.5% and 7.25%, respectively.
The net cost for providing postretirement benefits to retired employees on a
pay-as-you-go basis was approximately $2,436,000 in 1992. For purposes of
segment reporting, the net periodic postretirement benefit cost is included as
a corporate expense (Note 17).

The Company is currently evaluating various options and, in certain
cases, is taking actions to reduce the cost of its post-retirement benefits.
In the event that the Company changes such benefits, the projection of future
obligations and costs may differ significantly from the above.

In the fourth quarter of 1993, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits". This statement requires
an accrual method of recognizing postemployment benefits. The cumulative
effect of adopting SFAS No. 112 was $1,200,000, which principally reflects
long-term disability benefits which arose when the Company's policy was to
self-insure such benefits. Prior to the adoption of SFAS No. 112, the Company
expensed the net cost of providing these benefits on a pay-as-you-go basis.
Amounts recognized in the prior and current years Consolidated Statements of
Operations, exclusive of the effect of adopting SFAS No. 112, were not
material.

20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial data is summarized as follows:

<TABLE>

First Second Third Fourth
----- ------ ----- ------
<S> <C> <C> <C> <C>
1994 (a)(b)
Revenue . . . . . . . . . .$62,490 $84,421 $ 83,848 $ 78,596
Cost of sales . . . . . . . 56,663 71,851 69,898 66,498
Income (loss) from continuing
operations. . . . . . . . (6,562) (308) (10,493) (1,586)
Net income (loss) . . . . . (5,511) 918 (15,373) (1,794)
Income (loss) per share from
continuing operations . .$ (.42)$ (.02)$ (.67) $ (.10)
Net income (loss) per common
share . . . . . . . . . .$ (.35)$ .06 $ (.97) $ (.11)

1993 (a)(c)
Revenue . . . . . . . . . .$65,999 $79,628 $ 89,371 $ 80,659
Cost of sales . . . . . . . 58,724 67,315 76,279 69,994
Income (loss) from continuing
operations. . . . . . . . (8,336) (4,910) (12,365) (1,624)
Net income (loss) . . . . . (8,615) (3,772) (5,511) (3,038)
Income (loss) per share from
continuing operations . .$ (9.53)$ (5.64)$ (1.32) $ (.12)
Net income (loss) per common
share . . . . . . . . . .$ (9.85)$ (4.35)$ (.59) $ (.22)

</TABLE>

(a) The quarterly financial data presented has been reclassified to reflect
the Concrete Division as a discontinued operation.

(b) During the third and fourth quarters of 1994, the Company recorded
charges of $9,800,000 and $1,600,000, respectively, to write-down the carrying
values of the Cupples Division and the European Operations to their estimated
net realizable values. The fourth quarter of 1994 excludes the results of the
Cupples Division and the European Operations. Additionally, in the third and
fourth quarters of 1994, the Company recorded losses from discontinued
operations of $6 million and $2 million, respectively for the settlement of
certain litigation related to the discontinued custom curtainwall operations
(Note 14). The Company recorded restructuring charges of $900,000, $147,000,
$2,078,000 and $295,000, respectively, in the first, second, third and fourth
quarters of 1994. Also during the fourth quarter of 1994, the Company
recorded curtailment losses from its pension plans of $1,706,000 (Note 18).

(c) In the third quarter of 1993, the Company recorded a charge of
$9,700,000 for the sale of the Company's U.K. Subsidiary (Note 2) and an
extraordinary gain of $5,367,000 resulting from the completion of the
Company's Exchange Offer (Note 10). In the fourth quarter of 1993, the
Company recorded a charge for discontinued operations of $2,500,000 (Note 2)
and a charge of $1,200,000 for the cumulative effect of an accounting change
(Note 19). As discussed in Note 2, the results of operations of the sold U.K.
Subsidiary are excluded for all periods after September 30, 1993.
<PAGE>

Independent Auditors' Report

To the Board of Directors and
Stockholders of Robertson-Ceco Corporation

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity (deficiency) and
of cash flows present fairly, in all material respects, the financial position
of Robertson-Ceco Corporation and its subsidiaries (the "Company") at December
31, 1994 and 1993, and the results of their operations and their cash flows
for each of the two years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above. The
financial statements of Robertson-Ceco Corporation for the year ended December
31, 1992 were audited by other independent accountants whose report dated
February 25, 1993 (May 3, 1993 as to Note 10) expressed an unqualified opinion
on those statements and included an explanatory paragraph that described the
substantial doubt about the Company's ability to continue as a going concern.

As discussed in Note 19 to the financial statements, the Company changed its
method of accounting for postemployment benefits in 1993 by adopting Statement
of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions" and Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits." In addition, as discussed in Note 13 to the financial statements,
the Company changed its method of accounting for income taxes in 1993 by
adopting Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes."

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Boston, Massachusetts
March 15, 1995

<PAGE>

Independent Auditors' Report

To the Board of Directors and
Stockholders of Robertson-Ceco Corporation:

We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficiency), and cash flows for the year ended December
31, 1992 of Robertson-Ceco Corporation and its subsidiaries. Our audit also
included the financial statement schedule for the year ended December 31, 1992
listed in Item 14. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audit.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of Robertson-Ceco
Corporation and its subsidiaries for the year ended December 31, 1992 in
conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 10 to
the consolidated financial statements, the Company's defaults under its loan
and capital lease agreements and its inability to generate adequate
unrestricted cash to meet its current and anticipated operating requirements,
along with the Company's recurring losses from operations, negative working
capital, and stockholders' deficiency raise substantial doubt about its
ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts

February 25, 1993
(May 3, 1993 as to Note 10)
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

On September 14, 1993, the Board of Directors of Robertson Ceco
Corporation, acting upon the recommendation of its Audit Committee, authorized
the engagement of the firm of Price Waterhouse as its independent accountants
to audit the financial statements of the Company for the fiscal year ending
December 31, 1993. Price Waterhouse was also engaged to perform the audit of
the financial statements of the Company for the year ended December 31, 1994.
Price Waterhouse replaced the firm of Deloitte & Touche, whose engagement as
independent accountants of the Company terminated September 14, 1993.

The reports of Deloitte & Touche on the Company's financial statements for
the year ended December 31, 1992, except as noted below, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. The report of
Deloitte & Touche on the Company's financial statements for the year ended
December 31, 1992 contained an explanatory paragraph with respect to a
substantial doubt about the ability of the Company to continue as a going
concern.

During the year ended December 31, 1992 and in the period from January 1,
1993 through September 14, 1993, there were no disagreements with Deloitte &
Touche on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to
make reference to the matter in connection with its reports on the Company's
financial statements with respect to such periods.

Also, during the year ended December 31, 1992 and in the period from
January 1, 1993 through September 14, 1993, there were no "reportable events"
as defined in subparagraph (a)(1)(v) of Item 304 of Regulation S-K.

During the year ended December 31, 1992 and in the period from January 1,
1993 through September 14, 1993, which was prior to the engagement of Price
Waterhouse, neither the Company nor anyone else on its behalf consulted Price
Waterhouse regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or (ii) the type of audit
opinion that might be rendered on the Company's financial statements.

<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------

(a) Information concerning the Registrant's directors is incorporated by
reference to the section entitled "Election of Directors" in the
registrant's definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 2, 1995, to be filed pursuant to
Regulation 14A.

(b) Information concerning executive officers of the Registrant is set
forth in Item 4.1 of Part I page 8 of this Report under the heading
"EXECUTIVE OFFICERS OF THE REGISTRANT".

ITEM 11. EXECUTIVE COMPENSATION
----------------------

Information concerning executive compensation is incorporated by reference
to the section entitled "Executive Compensation" in the registrant's
definitive proxy statement for the Annual Meeting of Stockholders to be held
on May 2, 1995, to be filed pursuant to Regulation 14A.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

Information concerning security ownership of certain beneficial owners and
management is incorporated by reference to the section entitled "Security
Ownership" in the registrant's definitive proxy statement for the Annual
Meeting of Stockholders to be held on May 2, 1995, to be filed pursuant to
Regulation 14A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

Information concerning certain relationships and related transactions is
incorporated by reference to the section entitled "Certain Relationships and
Related Transactions" in the registrant's definitive proxy statement for the
Annual Meeting of Stockholders to be held on May 2, 1995, to be filed pursuant
to Regulation 14A.
<PAGE>
PART IV

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

The following documents are filed as part of this Report
Report:

(a)1. Consolidated Financial Statements of Robertson-Ceco
Corporation.

Consolidated Statements of Operations for the three
years ended December 31, 1994.

Consolidated Balance Sheets at December 31, 1993 and
1994.

Consolidated Statements of Cash Flows for the three
years ended December 31, 1994.

Consolidated Statements of Stockholders' Equity (Defic-
iency) for the three years ended December 31, 1994.

Notes to Consolidated Financial Statements, including
Selected Quarterly Financial Data as required by Item
302 of Regulation S-K.

Independent Auditors' Reports.
Price Waterhouse LLP
Deloitte & Touche LLP

(a)2. Financial Statement Schedules for the Three Years
Ended December 31, 1994.

SCHEDULE II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not
applicable or not required.

Report of Independent Accountants on Financial Schedules
Price Waterhouse LLP - as of and for the years ended
December 31, 1993 and 1994.

(a)3. List of Exhibits.
Exhibits filed or incorporated by reference in
connection with this Report are listed in the
Exhibit Index starting on page 67.

(b) Reports on Form 8-K

On January 9, 1995 the Company filed a Form 8-K
reporting on the sale of the assets and business of
its Cupples Division on December 27, 1994. The Cupples
Division operated as part of the Company's Building
Products Group.

On March 20, 1995 the Company filed a Form 8-K reporting
the sale of the assets and business of its Concrete
Division and the entering into a settlement agreement
with respect to certain litigation. The Concrete
Division operated as a separate business segment and
is accounted for as a discontinued operation.<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Boston, The Commonwealth of Massachusetts, on this 29 day of March 1995.

ROBERTSON-CECO CORPORATION

By /s/ John C. Sills
-------------------------------
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities and as of
the 29 day of March, 1995. Each person whose signature appears below hereby
authorizes each of Andrew G. C. Sage, II, Elmer A. Roskovensky and George S.
Pultz and appoints each of them singly his or her attorney-in-fact, each with
full power of substitution, to execute in his name, place and stead, in any
and all capacities, any or all further amendments to this Report and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, making such further changes in
this Report as the Company deems appropriate.

SIGNATURE

/s/ Michael E. Heisley /s/ Andrew G. C. Sage, II
---------------------------------- -------------------------------
Michael E. Heisley Andrew G. C. Sage, II
Chief Executive Officer and Director Chairman and Director
(Principal Executive Officer)

/s/ Elmer A. Roskovensky /s/ John C. Sills
---------------------------------- -------------------------------
Elmer A. Roskovensky John C. Sills
President and Chief Operating Officer Executive Vice President and
and Director Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)

/s/ Frank A. Benevento /s/ Stanley G. Berman
---------------------------------- -------------------------------
Frank A. Benevento Stanley G. Berman
Director Director

/s/ Mary Heidi Hall Jones /s/ Kevin E. Lewis
---------------------------------- -------------------------------
Mary Heidi Hall Jones Kevin E. Lewis
Director Director

/s/ Leonids Rudins /s/ Gregg C. Sage
---------------------------------- -------------------------------
Leonids Rudins Gregg C. Sage
Director Director
<PAGE>
<TABLE>

<CAPTION>
ROBERTSON-CECO CORPORATION SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Thousands)
=======================================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
---------------------------------------------------------------------------------------
ADDITIONS
BALANCE ----------------------- BALANCE
AT CHARGED TO CHARGED TO AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31,
1994:
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts. $ 3,255 $ 692 $ 13 (a) $ 729 (b)
2,088 (g) $ 1,143
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations
(1) . . . . . . . $ 5,246 $ 8,000 $ 166 $ 1,103 (e) $12,309
======= ======= ======= ======= =======
Not Deducted from
Asset Accounts:
Insurance liabilities
- current . . . . . $11,225 $14,908 $ 331 $18,099 (e) $ 8,365
======= ======= ======= ======= =======
Insurance liabilities
- long-term . . . . $14,770 $ $ 332 $ 18 (e) $15,084
======= ======= ======= ======= =======
Other-current (k). $12,568 $ 8,397 $ 1,311 (f) $10,692 (e)
3,834 (g)
797 (f) $ 6,827 (m)
======= ======= ======= ======= =======
Other-noncurrent (1). $13,616 $ $ 36 (f) $ 2,624 (f) $11,028
======= ======= ======= ======= =======

YEAR ENDED DECEMBER 31,
1993:
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts. $ 4,653 $ 1,707 $ 57 (a) $ 2,887 (b)
76 (f) 351 (g) $ 3,255
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations
(1) . . . . . . . $ 4,938 $ 2,500 $ $ 2,192 (e) $ 5,246
======= ======= ======= ======= =======
Not Deducted from Asset
Accounts:
Insurance liabilities
- current . . . . . $16,434 $11,884 $ 680 (f) $17,773 (e) $11,225
======= ======= ======= ======= =======
Insurance liabilities
- long-term . . . . $11,990 $ 3,100 $ $ 320 (e) $14,770
======= ======= ======= ======= =======
Other-current (k). $30,967 $ 6,164 $ 83 (f) $23,635 (e)
221 (g)
790 (f) $12,568 (m)
======= ======= ======= ======= =======
Other-noncurrent (1). $22,652 $ 110 $ $ 9,064 (e)
82 (f) $13,616
======= ======= ======= ======= =======

</TABLE>
<PAGE>
<TABLE>

<CAPTION>
ROBERTSON-CECO CORPORATION SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Continued)
(Thousands)
==========================================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
---------------------------------------------------------------------------------------
ADDITIONS
BALANCE ----------------------- BALANCE
AT CHARGED TO CHARGED TO AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31,
1992:
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts . . . . . $ 3,582 $ 2,671 $ 203 (a) $ 1,617 (b)
855 (n) 678 (f)
363 (d) $ 4,653
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations
(1) . . . . . . $ 3,326 $ 3,968 $ $ 2,356 (e) $ 4,938
======= ======= ======= ======= =======
Not Deducted from Asset
Accounts:
Insurance liabilities
- current . . . . $16,986 $10,950 $ $11,502 (e) $16,434
======= ======= ======= ======= =======
Insurance liabilities
- long-term . . . $19,743 $ 4,781 $ $12,534 (e) $11,990
======= ======= ======= ======= =======
Other-current (k) $44,932 $16,932 $ 806 (f) $29,537 (e)
1,848 (f)
318 (d) $30,967 (m)
======= ======= ======= ======= =======
Other-noncurrent (1) . . . . . $15,055 $ 5,500 $ 5,422 $ 3,325 (e) $22,652
======= ======= ======= ======= =======

</TABLE>

NOTES:

(a) Represents recovery of accounts receivable previously written off as
uncollectible.
(b) Accounts receivable written off as uncollectible.
(c) Transfer to net assets held for sale.
(d) Other adjustments.
(e) Represents charges to the accounts for their intended purposes.
(f) Represents transfer of reserves.
(g) Represents reserves of sold/held for sale businesses.
(j) The reserves are included in the captions "Other Current Assets and
Other Non-Current Assets" in the Consolidated Balance Sheets.
(k) The reserves are included in the caption "Other Accrued Liabilities" in
the Consolidated Balance Sheets.
(l) The reserves are included in the caption "Reserves and Other Long-Term
Liabilities" in the Consolidated Balance Sheets.
(m) The reserves include warranty and backcharge reserves, reserves for
restructuring, environmental and job loss reserves included in the
caption "Other Accrued Liabilities" in the Consolidated Balance Sheets.
See Notes to Consolidated Financial Statements.
(n) Included in the income statement in the caption "Restructuring expense
(income)-net."
<PAGE>
Report of Independent Accountants on
Financial Statement Schedules

To the Board of Directors
of Robertson-Ceco Corporation

Our audits of the consolidated financial statements referred to in our report
dated March 15, 1995 appearing on page 58 of the 1994 Annual Report on Form
10-K of Robertson-Ceco Corporation also included an audit of the Financial
Statement Schedule which is as of and for the years ended December 31, 1993
and 1994 listed in Item 14(a) of this Form 10-K. In our opinion, this
Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Boston, Massachusetts
March 15, 1995
<PAGE>
Exhibit Index

Exhibit
No. Description

3.1 Registrant's Second Restated Certificate of Incorporation,
effective July 23, 1993, filed as Exhibit 3 to Registrant's
report on Form 8-K dated July 14, 1993 (File No. 1-10659),
and incorporated herein by reference thereto. . . . . .

3.2 Bylaws of Registrant, effective November 8, 1990, and as
Amended on November 12, 1991, August 27, 1992 and December
16, 1993, filed as Exhibit 3.2 to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993
(File No. 1-10659), and incorporated herein by reference
thereto . . . . . . . . . . . . . . . . . . . . . . . .

4.1 Registrant's Second Restated Certificate of Incorporation,
effective July 23, 1993 referred to in Exhibit 3.1 above .

4.2 Bylaws of Registrant, effective November 8, 1990, and as
Amended on November 12, 1991, August 27, 1992 and December
16, 1993 referred to in Exhibit 3.2 above . . . . . . .

4.3 Indenture, dated December 9, 1986, by and between M C Co.
(a predecessor of Registrant) and Mellon Bank, N.A. relating
to Ceco Industries, Inc. 15.5% Discount Subordinated
Debentures Due 2000 filed as Exhibit 4(b) to Ceco Industries,
Inc.'s report on Form 10-K for the year ended December 31,
1986 (File No. 33-10181), and incorporated herein by
reference thereto . . . . . . . . . . . . . . . . . . .

4.4 First Supplemental Indenture, dated as of December 9, 1986
between M C Co. (a predecessor of Registrant) and Mellon
Bank, N.A. filed as Exhibit 4.5 to Registration Statement
of The Ceco Corporation on Form S-4, Registration No. 33-
37020, and incorporated herein by reference thereto . .

4.5 Second Supplemental Indenture, dated November 8, 1990, between
Registrant and Bank One, Columbus, N.A. (as successor Trustee
to Mellon Bank, N.A.) filed as Exhibit 4.6 to Registrant's
report on Form 8-K dated as of November 8, 1990 (File
No. 1-10659), and incorporated herein by reference thereto

4.6 Third Supplemental Indenture, dated July 14, 1993, between
Registrant and Bank One, Columbus, N.A. (as successor Trustee
to Mellon Bank, N.A.) filed as Exhibit 2 to registrant's
report on Form 8-K (File No. 1-10659) dated July 14, 1993,
and incorporated herein by reference thereto. . . . . .

4.7 Amended and Restated Stockholders Agreement dated as of
July 12, 1990 by and among the principal stockholders of
Ceco Industries, Inc., H.H. Robertson Company and Registrant
(formerly known as The Ceco Corporation) filed as Exhibit 4.2
to Registration Statement of The Ceco Corporation on Form S-4,
Registration Statement No. 33-37020, and incorporated
herein by reference thereto . . . . . . . . . . . . . .

4.8 Stock Purchase Agreement and related Registration Rights
Agreement dated as of June 8, 1990 by and among H.H.
Robertson Company, Ceco Industries, Inc. and Frontera S.A.
filed as Exhibit 10(a) to Ceco Industries, Inc.'s report on
Form 8-K (File No. 33-10181), dated as of June 5, 1990, and
incorporated herein by reference thereto. . . . . . . .

4.9 Agreement, dated as of June 8, 1990, by and among Frontera
S.A., First City Financial Corporation Ltd., Hornby Trading,
Inc., Frill Trading Inc., the principal stockholders of Ceco
Industries, Inc. and H.H. Robertson Company and related
letter agreement dated as of June 8, 1990, among the
principal stockholders of Ceco Industries, Inc., and Frontera
S.A. filed as Exhibit 28(b) to Ceco Industries, Inc.'s report
on Form 8-K (File No. 33-10181), dated as of June 5, 1990,
and incorporated herein by reference thereto. . . . . .

4.10 Warrant Agreement, dated December 9, 1986, by and among
Registrant (formerly known as The Ceco Corporation), Ceco
Industries, Inc. (a predecessor of Registrant) and Continental
Illinois National Bank and Trust Company of Chicago (now
known as Continental Bank N.A.), filed as Exhibit 4(c) to
Ceco Industries, Inc.'s Form 10-K (File No. 33-10181), for
the year ended December 31, 1986, and incorporated herein
by reference thereto together with Supplement to Warrant
Agreement dated as of November 8, 1990 between Registrant
and Continental Bank, N.A. filed as Exhibit 4.6 to
Registrant's report on Form SE (File No. 1-10659), dated
November 16, 1990, and incorporated herein by reference
thereto . . . . . . . . . . . . . . . . . . . . . . . .

4.11 Registration Rights Agreement, dated December 9, 1986, by
and among Registrant (formerly known as The Ceco
Corporation), Ceco Industries, Inc., and the Purchasers
listed on the Signature Pages of the Purchase Agreement
dated December 9, 1986, between the Ceco Corporation, Ceco
Industries, Inc., and the Purchasers of the Subordinated
Notes of The Ceco Corporation and the Warrants of Ceco
Industries, Inc. filed as Exhibit 4(d) to Ceco Industries,
Inc.'s Form 10-K (File No. 33-10181), for the year ended
December 31, 1986, and incorporated herein by reference
thereto . . . . . . . . . . . . . . . . . . . . . . . .

4.12 Registration Rights Agreement dated May 17, 1993 by and
among the Registrant and Sage RHH filed as Exhibit 10.27
to the Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated
herein by reference thereto . . . . . . . . . . . . . .

4.13 Registration Rights Agreement dated November 23, 1993 by
and among the Registrant and Foothill Capital Corporation filed
as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 (File No. 1-10659),
and incorporated herein by reference thereto. . . . . .

4.14 Registration Rights Agreement dated December 14, 1993 by
and among the Registrant and Heico Acquisitions, Inc. filed
as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 (File No. 1-10659),
and incorporated herein by reference thereto. . . . . .

4.15 Indenture dated as of July 14, 1993 among the Registrant
and IBJ Schroder Bank and Trust Company, Trustee, relating
to the Registrant's 10-12% Senior Subordinated Notes due
1999 together with specimen certificate therefor filed as
Exhibit 1 to the Registrant's report on Form 8-K dated
July 14, 1993 (File No. 10659), and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

4.16 Specimen certificate for Common Stock, par value $.01 per
share, of Registrant filed as Exhibit 4.9 to the
Registration Statement of The Ceco Corporation on Form S-4,
Registration No. 33-37020, and incorporated herein by
reference thereto . . . . . . . . . . . . . . . . . . .

10.1 Borrower Security Agreement dated as of November 8, 1990 by
Registrant in favor of Wells Fargo Bank, N.A., as Agent,
filed as Exhibit 10.6 to Registrant's report on Form 10-K
for the year ended December 31, 1990 (File No. 1-10659),
and incorporated herein by reference thereto. . . . . .

10.2 Subsidiary Security Agreement dated as of November 8, 1990
among Ceco Dallas Co., Ceco Houston Co., Ceco San Antonio
Co., M C Durham Co., M C Wathena Co., M C Windsor Co.,
Meyerland Co., R.P.M. Erectors, Inc. and Quantum
Constructors, Inc. in favor of Wells Fargo Bank, N.A., as
Agent, filed as Exhibit 10.7 to Registrant's report on Form
10-K for the year ended December 31, 1990 (File No. 1-
10659), and incorporated herein by reference thereto. .

10.3 Subsidiary Guarantee dated as of November 8, 1990 among Ceco
Dallas Co., Ceco Houston Co., Ceco San Antonio Co., M C
Durham Co., M C Wathena Co., M C Windsor Co., Meyerland Co.,
R.P.M. Erectors and Quantum Constructors, Inc. in favor of
Wells Fargo Bank, N.A. as Agent, filed as Exhibit 10.8 to
Registrant's report on Form 10-K for the year ended
December 31, 1990 (File No. 1-10659), and incorporated
herein by reference thereto . . . . . . . . . . . . . .

10.4 1976 Option Plan of H.H. Robertson Company (a predecessor of
Registrant), as adopted and approved by H.H. Robertson
Company's shareholders on May 2, 1978 and on May 6, 1980 and
as further amended by H.H. Robertson Company's Board of
Directors on August 11, 1981, February 9, 1982 and
September 14, 1982, filed as Exhibit 10.5 to the report of
H.H. Robertson Company on Form 10-K for the fiscal year ended
December 31, 1987 (File No. 1-5697), and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

10.5 1986 Stock Option Plan of H.H. Robertson Company (a
predecessor of Registrant), as adopted and approved by H.H.
Robertson Company's shareholders on May 6, 1986, as amended
by H.H. Robertson Company's Board of Directors on March 24,
1987 and as further amended by H.H. Robertson Company's
Board of Directors on February 22, 1989, filed as Exhibit
19 to the report of H.H. Robertson Company on Form 10-Q of
H.H. Robertson Company for the quarter ended September 30,
1989, (File No. 1-5697), and incorporated herein by
reference thereto . . . . . . . . . . . . . . . . . . .

10.6 Text of Executive Separation Plan of H.H. Robertson Company
(a predecessor of Registrant) effective May 1, 1989, filed
as Exhibit 19 to H.H. Robertson Company's report on Form
10-Q for the quarter ended June 30, 1989 (File No. 1-5697),
and incorporated herein by reference thereto. . . . . .

10.7 Agreement and Purchase of Sale of Assets by and between
United Dominion Industries, Inc., and Robertson-Ceco
Corporation dated December 20, 1991, with letter amendment
dated January 24, 1992, filed as Exhibit 2.1 to Registrant's
report on Form 8-K dated as of February 3, 1992 (File No.
1-10659), and incorporated herein by reference thereto.

10.8 Loan and Security Agreement dated as of April 12, 1993 between
the Registrant and Foothill Capital Corporation, filed as
Exhibit 10.15 to the Registrant's Registration Statement on
Form S-4, Registration Statement No. 33-58818, and incorporated
herein by reference thereto, together with Amendment No. 1 to
Loan and Security Agreement dated April 30, 1993 between the
Registrant and Foothill Capital Corporation, filed as Exhibit
10.16 to Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

10.9 Amendment No. 2 to Loan and Security Agreement dated April 20,
1994, between Registrant and Foothill Capital Corporation.

10.10 Amendment No. 3 to Loan and Security Agreement dated May 1994
between Registrant and Foothill Capital Corporation . .

10.11 Amendment No. 4 to Loan and Security Agreement dated December
15, 1994 between Registrant and Foothill Capital Corporation. .

10.12 Amendment No. 5 to Loan and Security Agreement dated as of
January 31, 1995 between Registrant and Foothill Capital
Corporation . . . . . . . . . . . . . . . . . . . . . .

10.13 Consulting and Services Agreement dated as of September 15,
1992 between Registrant and Sage Capital Corporation, filed
as Exhibit 10.17 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992 (File No. 1-10659), and
incorporated herein by reference thereto, together with Amended
and Restated Consulting and Services Agreement dated as of
July 15, 1993 between Registrant and Sage Capital Corporation,
filed as Exhibit 10.13 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-10659)
and incorporated herein by reference thereto. . . . . .

10.14 Continuing Guaranty dated as of April 30, 1993 between M C
Durham Co. & Foothill Capital Corporation, filed as Exhibit
10.19 to the Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

10.15 Continuing Guaranty dated as of April 30, 1993 between
Ceco-San Antonio Co. and Foothill Capital Corporation, filed
as Exhibit 10.20 to the Registrant's Registration Statement
on Form S-4, Registration Statement No. 33-58818, and
incorporated herein by reference thereto. . . . . . . .

10.16 Continuing Guaranty dated as of April 30, 1993 between
Meyerland Co. and Foothill Capital Corporation, filed as
Exhibit 10.21 to the Registrant's Registration Statement on
Form S-4, Registration Statement No. 33-58818, and
incorporated herein by reference thereto. . . . . . . .

10.17 Security Agreement - Stock Pledge (Domestic Subsidiaries)
dated as of April 30, 1993 between the Registrant and Foothill
Capital Corporation, filed as Exhibit 10.22 to the Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto

10.18 Security Agreement - Stock Pledge (Foreign Subsidiaries)
dated as of April 30, 1993 between the Registrant and Foothill
Capital Corporation, filed as Exhibit 10.23 to the Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto

10.19 Intercreditor Agreement dated as of April 30, 1993 among the
Registrant, Foothill Capital Corporation and Wells Fargo
Bank, N.A., filed as Exhibit 10.24 to the Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto

10.20 Intercreditor Agreement dated as of March 3, 1995 among
Foothill Capital Corporation, Wells Fargo Bank, N.A., Federal
Insurance Company and the Registrant. . . . . . . . . .

10.21 Intercreditor Agreement dated as of November 18, 1993 among
Foothill Capital Corporation, Acstar Insurance Company and the
Registrant, together with Amendment to Intercreditor Agree-
ment dated as of April 17, 1994 . . . . . . . . . . . .

10.22 Intercreditor Agreement dated as of April 30, 1993 among
Foothill Capital Corporation, Reliance Insurance Co., United
Pacific Insurance Company, Planet Insurance Company and the
Registrant, filed as Exhibit 10.25 to the Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto

10.23 Asset Purchase and Stock Subscription Agreement among Heico
Acquisitions, Inc., Registrant and Robertson Espanola, S.A.
dated December 2, 1993, filed as Exhibit 28 to Registrant's
report on Form 8-K dated December 14, 1993 (File No.
1-10659), and incorporated herein by reference thereto.

10.24 Employment Agreement between Registrant and Denis N. Maiorani
dated July 15, 1993 filed as Exhibit 10.22 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 1-10659), and incorporated herein by reference
thereto . . . . . . . . . . . . . . . . . . . . . . . .

10.25 Employment Agreement between Registrant and Andrew G. C.
Sage, II dated July 15, 1993 filed as Exhibit 10.23 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-10659), and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

10.26 Agreement Regarding Debtor in Possession Financing and Use of
Cash Collateral dated as of April 30, 1993 among the
Registrant, Foothill Capital Corporation and Wells Fargo
Bank, N.A., filed as Exhibit 10.28 to Registrant's report on
Form 8-K dated December 14, 1993 (File No. 1-10659), and
incorporated herein by reference thereto. . . . . . . .

10.27 Letter of Credit Agreement by and among Registrant, Wells Fargo
Bank, N.A. and Foothill Capital Corporation dated as of April 30,
1993, filed as Exhibit 10.29 to Registrant's report on Form
8-K dated December 14, 1993 (File No. 1-10659), and
incorporated herein by reference thereto. . . . . . . .

10.28 Amended and Restated 1991 Long Term Incentive Plan, filed as
Exhibit 4.1 to Registrant's Form S-8 Registration Statement
No. 33-51665 dated December 22, 1993, and incorporated
herein by reference thereto . . . . . . . . . . . . . .

10.29 Agreement by and among Registrant, Capella Investments
Limited and H. H. Robertson (U.K.) Limited dated November 9,
1993, filed as Exhibit 2.1 to the Registrant's report on
Form 8-K dated November 22, 1993, and incorporated herein
by reference thereto. . . . . . . . . . . . . . . . . .

10.30 Indenture, dated December 9, 1986, by and between M C Co.
(a predecessor of Registrant) and Mellon Bank, N.A. relating
to Ceco Industries, Inc. 15.5% Discount Subordinated
Debentures Due 2000 referred to in Exhibit 4.3 above, together
First Supplemental Indenture, dated as of December 9, 1986
referred to in Exhibit 4.4 above, Second Supplement Indenture,
dated November 8, 1990, referred to in Exhibit 4.5 above, and
Third Supplemental Indenture, dated July 14, 1993, referred to
in Exhibit 4.6 above. . . . . . . . . . . . . . . . . .

10.31 Amended and Restated Stockholders Agreement dated as of
July 12, 1990 by and among the principal stockholders of
Ceco Industries, Inc., H.H. Robertson Company and Registrant
(formerly known as The Ceco Corporation) referred to in
Exhibit 4.7 above . . . . . . . . . . . . . . . . . . .

10.32 Stock Purchase Agreement and related Registration Rights
Agreement dated as of June 8, 1990 by and among H.H.
Robertson Company, Ceco Industries, Inc. and Frontera S.A.
referred to in Exhibit 4.8 above. . . . . . . . . . . .

10.33 Agreement, dated as of June 8, 1990, by and among Frontera
S.A., First City Financial Corporation Ltd., Hornby Trading
Inc., Frill Trading Inc., the principal stockholders of
Ceco Industries, Inc. and H.H. Robertson Company and related
letter agreement dated as of June 8, 1990, among the
principal stockholders of Ceco Industries, Inc., and Frontera
S.A. referred to in Exhibit 4.9 above . . . . . . . . .

10.34 Warrant Agreement, dated December 9, 1986, by and among
Registrant (formerly known as The Ceco Corporation), Ceco
Industries, Inc. (a predecessor of Registrant) and
Continental Illinois National Bank and Trust Company of
Chicago (now known as Continental Bank N.A.) , together with
Supplement to Warrant Agreement dated as of November 8, 1990
referred to in Exhibit 4.10 above . . . . . . . . . . .

10.35 Registration Rights Agreement, dated December 9, 1986, by
and among Registrant (formerly known as The Ceco
Corporation), Ceco Industries, Inc., and the Purchasers
listed on the Signature Pages of the Purchase Agreement
dated December 9, 1986, between the Ceco Corporation,
Ceco Industries, Inc., and the Purchasers of the Subordinated
Notes of The Ceco Corporation and the Warrants of Ceco
Industries, Inc. referred to in Exhibit 4.11 above. . .

10.36 Registration Rights Agreement dated May 17, 1993 by and among
the Registrant and Sage RHH referred to in Exhibit 4.12 above .

10.37 Registration Rights Agreement dated November 23, 1993 by and
among the Registrant and Foothill Capital Corporation
referred to in Exhibit 4.13 above . . . . . . . . . . .

10.38 Registration Rights Agreement dated December 14, 1993 by and
among the Registrant and Heico Acquisitions, Inc. referred
to in Exhibit 4.14 above. . . . . . . . . . . . . . . .

10.39 Indenture dated as of July 14, 1993 among the Registrant and
IBJ Schroder Bank and Trust Company, Trustee, relating to the
Registrant's 10-12% Senior Subordinated Notes due 1999
together with specimen certificate therefor referred to in
Exhibit 4.15 above. . . . . . . . . . . . . . . . . . .

10.40 Specimen certificate for Common Stock, par value $.01 per
share, of Registrant referred to in Exhibit 4.16 above.

10.41 Asset Purchase Agreement, dated December 27, 1994 by and
between Cupples Products, Inc. and the Registrant filed as
Exhibit 2.1 to Registrant's Report on Form 8-K dated December
27, 1994 (File No. 1-10659), and incorporated herein by
reference thereto . . . . . . . . . . . . . . . . . . .

10.42 Agreement for Purchase and Sale of Assets dated March 3, 1995
by and between the Registrant and Ceco Concrete Construction
Corp. filed as Exhibit 2.1 to Registrant's Report on Form 8-K
dated March 3, 1995 (File No. 1-10659), and incorporated
herein by reference thereto . . . . . . . . . . . . . .

10.43 Settlement Agreement dated March 3, 1995 by and between the
Registrant and Federal Insurance Company. . . . . . . .

11 Statement re Computation of Earnings (Loss) Per Common Share. .

16 Letter dated September 20, 1993 from Deloitte & Touche to the
Securities and Exchange Commission filed as Exhibit 16 to
Registrant's report on Form 8-K dated September 14, 1993
(File No. 1-10659), and incorporated herein by reference
thereto . . . . . . . . . . . . . . . . . . . . . . . .

21 List of subsidiaries of Registrant. . . . . . . . . . .

23.1 Consent of Deloitte & Touche LLP. . . . . . . . . . . .

23.2 Consent of Price Waterhouse LLP . . . . . . . . . . . .

EXHIBIT 10.9

AMENDMENT NUMBER TWO TO
LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of April 20, 1994, by and between Foothill
Capital Corporation, a California corporation ("Foothill"), on the one hand,
and Robertson-Ceco Corporation, a Delaware corporation ("Borrower"), with
reference to the following facts:

B. Borrower has requested Foothill to amend further the Agreement to,
among other things, increase the Maximum Amount and adjust the
Borrowing Base, as set forth in this Amendment;

C. Foothill is willing to so amend the Agreement in accordance with
the terms and conditions hereof; and

D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement, as amended
hereby.

NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, Foothill and Borrower hereby agree as
follows:

1. Amendments to the Agreement.

a. The definition of "Accounts" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Accounts" means all currently existing and hereafter
arising accounts, contract rights, and all other forms of obligations
owing to Borrower or Canada Sub arising out of the sale or lease of
goods or the rendition of services by Borrower or Canada Sub,
irrespective of whether earned by performance, and any and all credit
insurance, guaranties, or security therefor.

b. The definition of "Base Amount" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Base Amount" means an amount equal, as of the Second
Amendment Closing Date, to Eight Million Nine Hundred Ninety-Nine
Thousand Nine Hundred Ninety-Eight Dollars ($8,999,998), such amount to
be reduced on the first day of each calendar month, commencing on the
first day of the sixth (6th) calendar month commencing after the Second
Amendment Closing Date, by One Hundred Sixty-Six Thousand Six Hundred
Sixty-Seven Dollars ($166,667) per month, until such amount equals zero;
provided, however, that all net proceeds from the sale of Real Property
permitted to be sold under Section 7.4 shall be used to reduce
permanently the Base Amount.

c. The definition of "Borrowing Base" in Section 1.1 of
the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Borrowing Base" means, as of the date any determination
thereof is to be made: (i) the sum of (a) the amount of the Eligible
Accounts Availability Component, plus (b) the amount of the Eligible
Inventory Availability Component, plus (c) the Base Amount, plus (d) the
amount of the Cash Collateral Amount; minus (ii) the Term Loan Amount.
For purposes of this definition, any amount that is denominated in a
currency other than Dollars (including Canadian dollars) shall be valued
in Dollars based on the applicable Exchange Rate for such currency as of
the date of determination.

d. The definition of "Collateral" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Collateral" means each of the following: the Accounts of
Borrower; Borrower's Books; the Equipment; the General Intangibles
(including the Deposit Account); the Inventory of Borrower; the
Negotiable Collateral; any money, or other assets of Borrower which
hereafter come into the possession, custody, or control of Foothill
(including the Cash Collateral Amount); and the proceeds and products,
whether tangible or intangible, of any of the foregoing including
proceeds of insurance covering any or all of the Collateral, and any and
all Accounts of Borrower, Equipment, General Intangibles, Inventory of
Borrower, Negotiable Collateral, money, deposit accounts, or other
tangible or intangible, real or personal, property resulting from the
sale, exchange, collection, or other disposition of the Collateral, or
any portion thereof or interest therein, and the proceeds thereof.

e. The definition of "Eligible Accounts" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Eligible Accounts" means Eligible Domestic Accounts and
Eligible Canadian Accounts.

f. The definition of "Eligible Accounts Availability
Component" in Section 1.1 of the Agreement hereby is deleted in its entirety
and the following hereby is substituted in lieu thereof:

"Eligible Accounts Availability Component" means, as of the
date any determination thereof is made, an amount equal to the lesser
of: (i) the sum of (A) eighty percent (80%) of the amount of Eligible
Accounts of Borrower, and (B) the lesser of (1) eighty percent (80%) of
the Eligible Accounts of Canada Sub, and (2) $5,000,000; and (ii) an
amount equal to Borrower's and Canada Sub's cash collections for the
immediately preceding forty-five (45) calendar day period.

g. The definition of "Eligible Inventory" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Eligible Inventory" means Inventory consisting of first
quality finished goods held for sale in the ordinary course of
Borrower's and Canada Sub's respective businesses and raw materials for
such finished goods (and, in Foothill's reasonable discretion, certain
work-in-process), that are located at Borrower's and Canada Sub's
premises identified on Schedule E-1, are acceptable to Foothill in all
respects, and strictly comply with all of Borrower's representations and
warranties to Foothill. Eligible Inventory shall not include such
Inventory of Canada Sub in excess of $3,000,000, slow moving or obsolete
items, restrictive or custom items, work-in-process (other than work-in-
process approved by Foothill), components which are not part of finished
goods, spare parts, packaging and shipping materials, supplies used or
consumed in Borrower's and Canada Sub's respective businesses, Inventory
at the premises of third parties or subject to a security interest or
lien in favor of any third Person (other than Wells Fargo), bill and
hold goods, Inventory that is not subject to Foothill's first priority
perfected security interest, returned or defective goods, "seconds," and
Inventory acquired on consignment. Without limiting the generality of
the foregoing sentence, Eligible Inventory shall not include Inventory
of the Cupples Division or the Concrete Division, except such Inventory
as may be acceptable to Foothill in its exclusive judgment. Eligible
Inventory shall be valued at the lower of Borrower's or Canada Sub's, as
the case may be, cost or market value.

h. The definition of "Eligible Inventory Availability
Component" in Section 1.1 of the Agreement hereby is deleted in its entirety
and the following hereby is substituted in lieu thereof:

"Eligible Inventory Availability Component" means, as of the
date any determination thereof is made, an amount equal to the lesser
of: (i) 50% of the amount of credit availability created by the Eligible
Accounts Availability Component (it being understood that in calculating
this clause, all Obligations shall be deemed to have been advanced or
issued against Eligible Accounts to the maximum extent of availability
against such Collateral or Canada Collateral), and (ii) the lesser of
(A) 50% of the Eligible Inventory, and (B) $15,000,000.

i. The definition of "Inventory" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Inventory" means all present and future inventory in which
Borrower or Canada Sub has any interest, including goods held for sale
or lease or to be furnished under a contract of service and all of
Borrower's and Canada Sub's present and future raw materials, work in
process, finished goods, and packing and shipping materials, wherever
located, and any documents of title representing any of the above.

j. The definition of "Lock Box Agreements" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Lock Box Agreements" means, collectively, those certain
Tri-Party Agreements, in form and substance satisfactory to Foothill,
dated as of the Closing Date, each of which is among Borrower, Foothill,
and one of the Collection Agents, and those certain other Tri-Party
Agreements, in form and substance satisfactory to Foothill, dated as of
the Second Amendment Closing Date, each of which is among Canada Sub,
Foothill, and one of the Collection Agents.

k. The definition of "Permitted Protest" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Permitted Protest" means the right of Borrower or Canada
Sub to protest any tax or other charge, other than any such charge which
constitutes a portion of the Obligations, provided (i) at the option of
Foothill, either (a) the repayment of the obligation that gave rise to
such tax or other charge is secured in a manner reasonably satisfactory
to Foothill within 30 days after such obligations become due and owing,
or (b) a reserve with respect to such obligation is established on the
books of Borrower or Canada Sub, as the case may be, in an amount which
is satisfactory to Foothill, (ii) any such protest is instituted and
diligently prosecuted by Borrower or Canada Sub, as the case may be, in
good faith, and (iii) Foothill is reasonably satisfied that, while any
such protest is pending, there will be no impairment of the
enforceability, validity, or priority of any of the liens or security
interests of Foothill in and to the property or assets of Borrower or
Canada Sub, as the case may be.

l. The definition of "Subsidiary Guarantees" in Section
1.1 of the Agreement hereby is deleted in its entirety and the following
hereby is substituted in lieu thereof:

"Subsidiary Guarantees" means one or more Guarantees, in
form and substance satisfactory to Foothill, dated as of the Closing
Date (or, with respect to Canada Sub, dated as of the Second Amendment
Closing Date), between Foothill and each of the following subsidiaries
of Borrower: Meyerland Co., Ceco San Antonio Co., M C Durham Co., and
Canada Sub, pursuant to which such subsidiaries guaranty the Obligations
of Borrower.

m. Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

"ACSTAR Intercreditor Agreement" means that certain
Intercreditor Agreement, dated as of November 18, 1993, between Foothill
and ACSTAR Insurance Company.

"Canada Collateral" means, collectively, the "Collateral" as
defined in each of the Canada Sub Security Agreements.

"Canada Sub" means H.H. Robertson, Inc., an Ontario
corporation and wholly owned subsidiary of Borrower.

"Canada Sub Guarantee" means the Subsidiary Guarantee
executed by Canada Sub concurrently herewith and in the form of Exhibit
C-1.

"Canada Sub Security Agreements" means, collectively, those
certain Security Agreements and those certain Assignments of Book Debts,
each dated as of the date hereof, between Canada Sub and Foothill, in
the respective forms of Exhibit C-2.

"Dollars" or "$" means and refers to United States of
America dollars or such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of
public and private debts in the United States of America.

"Eligible Canadian Accounts" means those Accounts that do
not qualify as Eligible Domestic Accounts solely because (a) they are
created by Canada Sub instead of by Borrower, and (b) (i) the Account
Debtor is a resident of Canada instead of the United States of America,
or (ii) the payments thereunder are payable in Canadian dollars instead
of Dollars.

"Eligible Domestic Accounts" means those Accounts created by
Borrower in the ordinary course of business that arise out of Borrower's
sale of goods or rendition of services, that strictly comply with all of
Borrower's representations and warranties to Foothill, and that are and
at all times shall continue to be acceptable to Foothill in all
respects; provided, however, that standards of eligibility may be fixed
and revised from time to time by Foothill in Foothill's reasonable
credit judgment. Eligible Domestic Accounts shall not include the
following:

<PAGE>
(a) Accounts which the Account Debtor has failed to
pay within ninety (90) days, or more, of invoice date;

(b) Accounts with selling terms of more than thirty
(30) days;

(c) Accounts with respect to which the Account
Debtor is an officer, employee, agent, or a subsidiary of, related to,
or an Affiliate of Borrower;

(d) Accounts with respect to which goods are placed
on consignment, guaranteed sale, sale or return, sale on approval, bill
and hold, or other terms by reason of which the payment by the Account
Debtor may be conditional;

(e) Accounts with respect to which the Account
Debtor is not a resident of the United States, and that are not
supported by one or more letters of credit that are assignable by their
terms and have been delivered to Foothill in an amount and of a tenor,
and issued by a financial institution, acceptable to Foothill;

(f) Accounts with respect to which the Account
Debtor is the United States or any department, agency, or
instrumentality of the United States, any state of the United States, or
any city, town, municipality, or division thereof (other than Accounts
with respect to which Borrower shall have complied, to the satisfaction
of Foothill, with the Assignment of Claims Act, 31 U.S.C. Section 3727);

(g) Accounts with respect to which Borrower is or
may become liable to the Account Debtor for goods sold or services
rendered by the Account Debtor to Borrower;

(h) Accounts with respect to an Account Debtor whose
total obligations owing to Borrower exceed ten percent (10%) of all
Eligible Accounts owing to Borrower, to the extent of the obligations of
such Account Debtor in excess of such percentage that are not fully
supported by one or more letters of credit that are assignable by their
terms and have been delivered to Foothill in an amount and of a tenor,
and issued by a financial institution, acceptable to Foothill;

(i) Accounts with respect to which the Account
Debtor disputes liability or makes any claim with respect thereto, or is
subject to any Insolvency Proceeding, or become insolvent, or goes out
of business;

(j) Accounts the collection of which Foothill, in
its reasonable credit judgment, believes to be doubtful by reason of the
Account Debtor's financial condition;

(k) Accounts owed by an Account Debtor that has
failed to pay fifty percent (50%) or more of its Accounts then owed to
Borrower within ninety (90) days of the date of the applicable invoices;

(l) Accounts that are payable in other than United
States Dollars except to the extent that (i) the obligations of such
Account Debtor are fully supported by one or more letters of credit that
are assignable by their terms and have been delivered to Foothill in an
amount and of a tenor, and issued by a financial institution acceptable
to Foothill, and (ii) to the extent any such letter of credit is
denominated in other than United States Dollars, Borrower has entered
into a foreign currency swap or similar instrument acceptable to
Foothill with respect to the amount of such letter of credit, which
instrument shall have been assigned (in form and substance satisfactory
to Foothill) to Foothill;

(m) Except as may be acceptable to Foothill in its
exclusive judgment, Accounts which represent progress payments or other
advance billings that are due prior to the completion of performance by
Borrower of the subject contract for goods or services;

(n) Accounts with respect to which a surety or other
bond has been issued, including bonded contracts to which the Reliance
Intercreditor Agreement or the ACSTAR Intercreditor Agreement is
applicable; and

(o) Except as may be acceptable to Foothill in its
exclusive judgment, Accounts that arise out of the sale of goods or the
rendition of services by the Cupples Division.

"Exchange Rate" means and refers to the nominal rate of
exchange available to Foothill in a chosen foreign exchange market for
the purchase by Foothill at 12:00 noon, local time, one Business Day
prior to any date of determination, expressed as the number of units of
such currency per one (1) Dollar. With respect to Canadian dollars, the
Exchange Rate therefor as of any date of determination shall be the
"Late NY" rate for Canadian dollars per Dollar that is published in the
Wall Street Journal on the Monday immediately prior to such date of
determination (or, if the date of determination is on Monday, that
Monday).

"Overline" means an amount equal to Ten Million Dollars
($10,000,000), such amount to be reduced, in the event the Overline
Extension is exercised, to Five Million Dollars ($5,000,000) from and
after November 30, 1994, and to equal zero from and after the end of the
Overline Period.

"Overline Extension" means the option of the Borrower to
extend the Overline Period, one time only, to end on December 31, 1994
upon Foothill's receipt of written notice of Borrower's exercise of such
option, together with payment of the Overline Extension Fee, no later
than five (5) days prior to the date of expiration of the Overline
Period. The Overline Extension Fee shall be fully-earned and non-
refundable on the date of such exercise.

"Overline Extension Fee" means a fee in an amount equal to
Three Hundred Seventy Five Thousand Dollars ($375,000) to be paid to
Foothill in connection and concurrently with Borrower's exercise of the
Overline Extension.

"Overline Period" means the period commencing on April 1,
1994 and ending on June 30, 1994. The Overline Period may be extended
pursuant to Borrower's exercise of the Overline Extension.

"Second Amendment" means that certain Amendment Number Two
to Loan and Security Agreement, dated as of April ___, 1994, between
Foothill and Borrower, whereby Foothill and Borrower further amend the
Agreement to provide for, among other things, an increase in the Maximum
Amount by the Overline.

"Second Amendment Closing Date" means April ___, 1994.

n. Section 2.1 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

2.1 Revolving Advances. Subject to the terms and conditions of
this Agreement, and so long as no Event of Default has occurred and is
continuing, Foothill agrees to make revolving advances to Borrower in an
amount not to exceed the Borrowing Base less the undrawn or unreimbursed
amount of L/Cs and L/C Guarantees outstanding hereunder. Anything to
the contrary in the definition of Borrowing Base, the definition of
Eligible Accounts Availability Component or the definition of Eligible
Inventory Availability Component notwithstanding, Foothill may reduce
its advance rates based upon Eligible Accounts and Eligible Inventory
without declaring an Event of Default if it determines, in its
reasonable discretion, that there is a material impairment of the
prospect of repayment of all or any portion of the Obligations or a
material impairment of the value or priority of Foothill's security
interests in the Collateral or the Canada Collateral.

Foothill shall have no obligation to make advances hereunder
to the extent they would cause the outstanding Obligations to exceed the
lesser of: (i) the Maximum Amount (as defined below), or (ii) the
Maximum Foothill Amount plus the Syndicated Amount. As used herein,
"Maximum Amount" means an amount equal to Thirty Five Million Dollars
($35,000,000); provided, however, that the Maximum Amount shall be
increased by an amount equal to the Overline during the Overline Period.

Foothill is authorized to make advances under this Agreement
based upon telephonic or other instructions received from anyone
purporting to be an Authorized Officer of Borrower or, without
instructions, if in Foothill's discretion such advances are necessary to
meet Obligations. Borrower agrees to establish and maintain a single
designated deposit account for the purpose of receiving the proceeds of
the advances requested by Borrower and made by Foothill hereunder.
Unless otherwise agreed by Foothill and Borrower, any advance requested
by Borrower and made by Foothill hereunder shall be made to such
designated deposit account. Amounts borrowed pursuant to this Section
2.1 may be repaid and, so long as no Event of Default has occurred and
is continuing, reborrowed at any time during the term of this Agreement.

o. Section 4.3 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

4.3 Collection of Accounts, General Intangibles, Negotiable
Collateral. On or before the Closing Date, Foothill, Borrower, and the
Collection Agents shall enter, and on or before the Second Amendment
Closing Date, Foothill, Canada Sub, and the Collection Agents shall
enter, into the Lock Box Agreements, in form and substance satisfactory
to Foothill in its sole discretion, pursuant to which all of Borrower's
and Canada Sub's cash receipts, checks, and other items of payment will
be forwarded to Foothill on a daily basis. At any time that an Event of
Default has occurred and is continuing or Foothill has a good faith
belief that an Event of Default has occurred and is continuing, Foothill
or Foothill's designee may: (a) notify customers or Account Debtors of
Borrower and Canada Sub that the Accounts, General Intangibles, or
Negotiable Collateral have been assigned to Foothill or that Foothill is
the beneficiary of a security interest therein; and (b) collect the
Accounts, General Intangibles, and Negotiable Collateral directly and
charge the collection costs and expenses to Borrower's loan account.
Borrower agrees that it will hold in trust for Foothill, as Foothill's
trustee, any cash receipts, checks, and other items of payment that it
receives on account of the Accounts, General Intangibles, or Negotiable
Collateral and immediately will deliver said cash receipts, checks, and
other items of payment to Foothill in their original form as received by
Borrower.

p. Section 4.4 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

4.4 Delivery of Additional Documentation Required. Borrower
shall execute and deliver, and shall cause Canada Sub to execute and
deliver, to Foothill, at any time and from time to time at the request
of Foothill, all financing statements, continuation financing
statements, fixture filings, security agreements, deeds of trust,
mortgages, chattel mortgages, pledges, assignments, endorsements of
certificates of title, applications for title, affidavits, reports,
notices, schedules of accounts, letters of authority, and all other
documents that Foothill may reasonably request, in form satisfactory to
Foothill, to perfect and continue perfected Foothill's security
interests in the Collateral and the Canada Collateral and in order to
fully consummate all of the transactions contemplated under the Loan
Documents.

q. The lead-in sentence of Section 6 of the Agreement
hereby is deleted in its entirety and the following hereby is substituted in
lieu thereof:

Borrower covenants and agrees that, so long as any credit
hereunder shall be available and until payment in full of the
Obligations, and unless Foothill shall otherwise consent in writing,
Borrower shall do, and shall cause Canada Sub to do, all of the
following:

r. The lead-in sentence of Section 7 of the Agreement
hereby is deleted in its entirety and the following hereby is substituted in
lieu thereof:

Borrower covenants and agrees that, so long as any credit
hereunder shall be available and until payment in full of the
Obligations, Borrower will not do, and will not cause, suffer, or permit
Canada Sub to do, any of the following without Foothill's prior written
consent:

s. All references in Sections 4.5, 4.6, 5.1, 5.2, 5.3,
5.4, 5.5, 5.8, 5.9, 5.11 (other than in the first sentence thereof), 6.1, 6.2,
6.3, 6.6, 6.7, 6.15, 6.11, 7.4 (other than in the provisos therein), 7.5, 7.6,
7.7 (other than in the proviso therein), 7.13, 7.15, 8.2, 8.3, 8.4, 8.5, 8.9,
8.10, 8.11, 8.12, 9.1(c), (d), (e), (f), (i), (j), (k), and (m), and 11.2 of
the Agreement to (i) Borrower, or (ii) the Collateral, shall be deemed
references, respectively, to (i) Borrower or Canada Sub, as the case may be,
or (ii) the Collateral or the Canada Collateral, as the case may be.

t. Section 5.6 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

5.6 Location of Chief Executive Office. The chief executive
office of Borrower is located at the address indicated in the first
paragraph of this Agreement. The chief executive office of Canada Sub
is located at 411 Parkdale Avenue North, Hamilton, Ontario, Canada L8H
5Y4. Borrower covenants and agrees that, without thirty (30) days prior
written notification to Foothill, Borrower shall not relocate, nor
cause, suffer, or permit Canada Sub to relocate, their respective chief
executive offices.

u. Section 6.16 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

6.16 Deposit Account. On or before the Closing Date, Borrower
shall open and thereafter maintain a deposit account with a bank
headquartered and located in the State of California that is reasonably
satisfactory to Foothill, and on or before the Second Amendment Closing
Date, Canada Sub shall open and thereafter maintain two deposit accounts
with banks that are reasonably satisfactory to Foothill (such deposit
accounts of Borrower and Canada Sub are referred to herein, individually
and collectively, as the "Deposit Account"). Borrower and Canada Sub
shall adopt and maintain a cash concentration system pursuant to which
all of Borrower's and Canada Sub's respective cash and other items of
payment (other than as received in the Lock Boxes) shall be transferred
to, and maintained in, the Deposit Account. Borrower and Canada Sub
shall use the amounts in their respective Deposit Accounts solely: (a)
to reduce the amount of the Obligations; (b) to pay obligations owed to
third Persons; or (c) for Permitted Investments; or (d) with respect to
Canada Sub and Canada Sub's Deposit Accounts only, for its other lawful
and permitted corporate purposes. So long as no Event of Default shall
have occurred and be continuing and no Obligations (other than those
evidenced by the Term Loan Note, so long as they are not then due) are
then due and payable, all amounts received in the Lock Boxes (and
transferred to a concentration account of Foothill) from time to time
shall automatically be transferred to the Deposit Account; provided,
however, that if the outstanding amount of advances under Section 2.1
and the L/C Amount exceed the amount of the Borrowing Base, Foothill
shall be authorized to transfer any and all amounts received in the Lock
Boxes to the Cash Collateral Account until the amount of such advances
and the L/C Amount are equal to or less than the amount of the Borrowing
Base. Upon the occurrence and during the continuance of an Event of
Default, the amounts in the Deposit Account (or Foothill's concentration
account) shall be held by Foothill as cash collateral in accordance with
Section 9.1.

v. Section 5.7 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

5.7 Due Organization and Qualification. Each of Borrower and
Canada Sub is and shall at all times hereafter be duly organized and
existing and in good standing under the laws of the state or
jurisdiction of its incorporation and qualified and licensed to do
business in, and in good standing in, any state or jurisdiction in which
the conduct of its business or its ownership of property requires that
it be so qualified.

w. Section 5.13 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

5.13 Environmental Condition. Except as set forth on Schedule
5.13, none of Borrower's or Canada Sub's properties or assets has ever
been used by Borrower or Canada Sub, as the case may be, or, to the best
of Borrower's knowledge, by previous owners or operators in the disposal
of, or to produce, store, handle, treat, release, or transport, any
hazardous waste or hazardous substance. Except as set forth on Schedule
5.13, none of Borrower's or Canada Sub's properties or assets has ever
been designated or identified in any manner pursuant to any
environmental protection statute as a hazardous waste or hazardous
substance disposal site, or a candidate for closure pursuant to any
environmental protection statute. No lien arising under any
environmental protection statute has attached to any revenues or to any
real or personal property owned or operated by Borrower or Canada Sub.
Neither Borrower nor Canada Sub has received a summons, citation,
notice, or directive from the Environmental Protection Agency (or
Canadian equivalent thereof) or any other federal, state, or provincial
governmental agency concerning any action or omission by Borrower or
Canada Sub, as the case may be, resulting in the releasing or disposing
of hazardous waste or hazardous substances into the environment.

x. Section 6.5 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

6.5 Tax Returns. Borrower agrees to deliver, and cause Canada
Sub to deliver, to Foothill copies of each of Borrower's and Canada
Sub's future federal income tax returns, and any amendments thereto,
within thirty (30) days of the filing thereof with the Internal Revenue
Service (or the Canadian equivalent thereof).

y. Section 6.10 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

6.10 Taxes. All assessments and taxes, whether real, personal,
or otherwise, due or payable by, or imposed, levied, or assessed against
Borrower, Canada Sub, or any of their respective properties have been
paid, and shall hereafter be paid in full, before delinquency or before
the expiration of any extension period. Borrower and Canada Sub shall
make due and timely payment or deposit of all federal, state or
provincial (as the case may be), and local taxes, assessments, or
contributions required of Borrower and Canada Sub by law, and will
execute and deliver to Foothill, on demand, appropriate certificates
attesting to the payment or deposit thereof. Borrower and Canada Sub
will make timely payment or deposit of all tax payments and withholding
taxes required of it by applicable laws, including those laws concerning
F.I.C.A. (or the Canadian equivalent thereof), F.U.T.A. (or the Canadian
equivalent thereof), state disability (or the Canadian equivalent
thereof), and local, state or provincial (as the case may be), and
federal income taxes, and will, upon request, furnish Foothill with
proof satisfactory to Foothill indicating that Borrower and Canada Sub
have made such payments or deposits. The foregoing to the contrary
notwithstanding, Borrower and Canada Sub shall not be required to pay or
discharge any such assessment or tax so long as the validity thereof
shall be the subject of a Permitted Protest.

z. Section 7.14 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

7.14 Investments. Directly or indirectly make or acquire any
beneficial interest in (including stock, partnership interest, or other
securities of), or make any loan, advance, or capital contribution to,
any Person (other than Canada Sub); provided, however, that Borrower may
make or acquire additional beneficial interests in, or capital
contributions to, or make loans to, any of its foreign subsidiaries so
long as the aggregate amount expended on such beneficial interests and
capital contributions and outstanding on such loans after the date
hereof shall not exceed Two Million Dollars ($2,000,000), plus the
amount received by Borrower in payment of the intercompany account
payable with respect to the project known as Puerto de Europa owing from
its Spanish subsidiary (net of all United States taxes payable in
connection with the receipt by Borrower of such payment and net of any
past due intercompany account payable owing to Borrower from such
subsidiary and net of any intercompany account payable owing from
Borrower to such subsidiary), plus the aggregate amount of cash
dividends and repayments of intercompany accounts payable (net of all
United States taxes payable in connection with the receipt by Borrower
of any such payments and net of any past due intercompany account
payable owing to Borrower from such subsidiary and net of any
intercompany account payable owing from Borrower to such subsidiary)
received by Borrower after the date hereof from its foreign
subsidiaries. Borrower shall not release, forgive, or write-off (i) any
Account owing from any of its foreign subsidiaries (other than Canada
Sub) arising from the sale of goods or the rendition of services or (ii)
any Account whatsoever owing from any of its foreign subsidiaries (other
than Canada Sub) arising after the Closing Date. If there exists a past
due Account owing from a subsidiary to Borrower, Borrower agrees that it
will require such subsidiary to pay the amount of such past due Account
prior to the declaration and payment by such subsidiary of a dividend to
Borrower.

aa. A new Section 8.14 is hereby added to the Agreement as
follows:

<PAGE>
8.14 If Canada Sub fails or neglects to perform, keep, or observe
any term, provision, condition, covenant, or agreement contained in the
Canada Sub Guarantee or the Canada Sub Security Agreements; or

bb. A new Section 8.15 is hereby added to the Agreement as
follows:

8.15 If the obligation of Canada Sub under any Loan Document is
limited or terminated by operation of law or by Canada Sub, or Canada
Sub becomes the subject of an Insolvency Proceeding (or the Canadian
equivalent thereof).

2. Representations and Warranties. Borrower hereby represents
and warrants to Foothill that (a) the execution, delivery, and performance of
this Amendment and of the Agreement, as amended by this Amendment, are within
its corporate powers, have been duly authorized by all necessary corporate
action, and are not in contravention of any law, rule, or regulation, or any
order, judgment, decree, writ, injunction, or award of any arbitrator, court,
or governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its
properties may be bound or affected, and (b) this Amendment and the Agreement,
as amended by this Amendment, constitute Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.

3. Conditions Precedent to Amendment. The satisfaction of each
of the following on or before, unless otherwise specified below, the Second
Amendment Closing Date shall constitute conditions precedent to the
effectiveness of this Amendment:

a. Foothill shall have received the following, each duly
executed and delivered by an authorized official of each party (other than
Foothill) thereto:

(1) the reaffirmation and consent of each of
Meyerland Co., Ceco-San Antonio Co., and M C
Durham Co. attached hereto as Exhibit A;

(2) the Canada Sub Guaranty;

(3) the Canada Sub Security Agreements; and

(4) amendments to such Loan Documents as Foothill
may require, in each case, in form and substance
satisfactory to Foothill;

b. Foothill shall have received all consents of
creditors, if any, required under its intercreditor agreements in respect of
Borrower, in each case, in form and substance satisfactory to Foothill;

c. Foothill shall have conducted appraisals or field
surveys of the Canada Collateral and the locations where the Canada Collateral
is located, and the results thereof shall be satisfactory to Foothill in its
sole discretion;

d. Foothill shall have received opinions of Borrower's
and Canada Sub's counsel, each in form and substance satisfactory to Foothill
in its sole discretion;

e. The representations and warranties in this Amendment,
the Agreement as amended by this Amendment, and the other Loan Documents shall
be true and correct in all respects on and as of the date hereof, as though
made on such date (except to the extent that such representations and
warranties relate solely to an earlier date);

f. No Event of Default or event which with the giving of
notice or passage of time would constitute an Event of Default shall have
occurred and be continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein;

g. No injunction, writ, restraining order, or other order
of any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein shall have been issued and remain in force by
any governmental authority against Borrower, Foothill, or any of their
Affiliates;

h. The Collateral shall not have declined materially in
value from the values set forth in the most recent appraisals or field
examinations previously done by Foothill; and

i. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered
or executed or recorded and shall be in form and substance satisfactory to
Foothill and its counsel.

4. Conditions Subsequent to Amendment. The following shall be
conditions subsequent to the Amendment and the failure to satisfy each of the
following shall constitute an Event of Default:

a. Foothill shall receive, within sixty (60) days after
the Second Amendment Closing Date, (i) from a title company reasonably
satisfactory to Foothill, such endorsements to title policies as Foothill may
require, including endorsements to afford Foothill protection for any loss of
priority of its liens on the Real Property resulting from any increase in the
Maximum Amount; and (ii) from Borrower or the other mortgagors of the
Mortgages, such amendments to the Mortgages as Foothill may require, each duly
executed and delivered and in form and substance satisfactory to Foothill;

b. Borrower shall pay to Foothill, on demand, and
Borrower hereby agrees that Foothill may charge Borrower's loan account for
payment of, a one-time fee in respect of the Overline in the amount of
$250,000 (the "Overline Fee"), which shall be fully-earned as of April 1, 1994
and non-refundable when paid; provided, however, that Foothill agrees not to
demand or charge to Borrower's loan account the Overline Fee so long as, in
Foothill's sole discretion, LaSalle National Bank is proceeding satisfactorily
and in good faith toward agreeing to participate, in an amount not less than
Ten Million Dollars ($10,000,000), in the credit facility provided under the
Agreement; provided, further, that in the event LaSalle National Bank and
Foothill reach agreement on such participation and the Agreement is further
amended by an Amendment Number Three to Loan and Security Agreement, pursuant
to which Borrower shall pay a "Third Amendment Closing Fee" of not less than
Two Hundred Seventy-Five Thousand Dollars ($275,000), Foothill may then charge
the Overline Fee to Borrower's loan account as a credit against such Third
Amendment Closing Fee. Such Third Amendment Closing Fee shall be comprised of
a $100,000 component representing the initial participation fee that would
become owing to LaSalle National Bank and a $175,000 component consisting of
Foothill's pro-rata portion (with respect to Foothill's Participants) of the
annual fee of the facility, as the same will be restructured pursuant to such
Amendment Number Three, that would become owing to Foothill on the closing of
such Amendment Number Three; and

c. Borrower shall cause Canada Sub to use best efforts to
deliver to Foothill, within sixty (60) days after the Second Amendment Closing
Date, duly executed landlord and mortgagee waivers from the lessors and
mortgagees of the locations where the Canada Collateral is located, in each
case, in form and substance satisfactory to Foothill.

5. Effect on Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. The execution,
delivery, and performance of this Amendment shall not operate as a waiver of
or, except as expressly set forth herein, as an amendment, of any right,
power, or remedy of Foothill under the Agreement, as in effect prior to the
date hereof.

6. Further Assurances. Borrower shall, and shall cause Canada
Sub to, execute and deliver all agreements, documents, and instruments, in
form and substance satisfactory to Foothill, and take all actions as Foothill
may reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests in the Collateral and
the Canada Collateral and to fully consummate the transactions contemplated
under this Amendment and the Agreement, as amended by this Amendment.

7. Miscellaneous.

a. Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "hereunder", "herein",
"hereof" or words of like import referring to the Agreement shall mean and
refer to the Agreement as amended by this Amendment.

b. Upon the effectiveness of this Amendment, each
reference in the Loan Documents to the "Loan Agreement", "thereunder",
"therein", "thereof" or words of like import referring to the Agreement shall
mean and refer to the Agreement as amended by this Amendment.

c. Upon the effectiveness of this Amendment, each
reference in the Agreement and the other Loan Documents to Schedule C-1,
Schedule E-1, Schedule R-1, Schedule 5.13, Schedule 6.15, and Schedule 7.6 of,
and Exhibit C-1 and Exhibit C-2 to, the Agreement shall mean and refer to
Schedule C-1, Schedule E-1, Schedule R-1, Schedule 5.13, Schedule 6.15, and
Schedule 7.6 hereof, and Exhibit C-1 and Exhibit C-2 hereto, respectively, and
each reference in the Agreement and the other Loan Documents to Schedule 5.9
and Schedule P-1 of the Agreement shall mean and refer to such schedules as
supplemented by the "Schedule 5.9 Addendum" and the "Schedule P-1 Addendum",
respectively, attached hereto.

d. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

e. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first written above.

FOOTHILL CAPITAL CORPORATION,
a California corporation

By____________________________

Title:________________________

<PAGE>
ROBERTSON-CECO CORPORATION,
a Delaware corporation

By____________________________

Title:________________________

EXHIBIT 10.10

AMENDMENT NUMBER THREE TO
LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of May 18, 1994, by and between Foothill
Capital Corporation, a California corporation ("Foothill") and Robertson-Ceco
Corporation, a Delaware corporation ("Borrower"), with reference to the
following facts:

A. Foothill and Borrower heretofore have entered into that certain
Loan and Security Agreement, dated as of April 12, 1993 (the
"Original Agreement"), as amended by that certain Amendment Number
One To Loan And Security Agreement, dated as of April 30, 1993 and
that certain Amendment Number Two To Loan And Security Agreement,
dated as of April 20, 1994 (the Original Agreement, as so amended
and as heretofore modified or supplemented from time to time,
hereinafter is referred to as the "Agreement");

B. Borrower has requested Foothill to amend further the Agreement to,
among other things, modify the interest and fees payable by
Borrower in respect of the Loan Agreement, fix the Maximum Amount
at $45,000,000 for the term of the Loan Agreement, and extend the
Maturity Date, as set forth in this Amendment;

C. Foothill is willing to so amend the Agreement in accordance with
the terms and conditions hereof; and

D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement, as amended
hereby.

NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, Foothill and Borrower hereby agree as
follows:

1. Amendments to the Agreement.

a. The definition of "ACSTAR Intercreditor Agreement" in
Section 1.1 of the Agreement hereby is deleted in its entirety and the
following hereby is substituted in lieu thereof:

"ACSTAR Intercreditor Agreement" means that certain
Intercreditor Agreement, dated as of November 18, 1993, as amended by
that certain Amendment to Intercreditor Agreement, dated as of April 17,
1994, and as may be amended, restated, modified, or supplemented from
time to time, between Foothill and ACSTAR Insurance Company.

b. The definition of "Base Amount" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Base Amount" means an amount equal to, as of the Third
Amendment Closing Date, Ten Million Dollars ($10,000,000), such amount
to be reduced on the first day of each calendar month, commencing on the
first day of the first calendar month commencing after the Third
Amendment Closing Date, by One Hundred Sixty-Six Thousand Six Hundred
Sixty-Seven Dollars ($166,667) per month, until such amount equals zero.

<PAGE>
c. The definition of "Maturity Date" in Section 1.1 of
the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Maturity Date" means the date that is the day immediately
before the fifth (5th) anniversary of the Third Amendment Closing Date.

d. The definition of "Term Loan Note" in Section 1.1 of
the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Term Loan Note" means that certain Amended and Restated
Term Loan Note, substantially in the form of Exhibit T-1, in the
original principal amount of Five Million Dollars ($5,000,000), issued
by Borrower to the order of Foothill, evidencing the obligation of
Borrower to repay the Term Loan.

e. The following definitions in Section 1.1 of the
Agreement hereby are deleted in their entirety: "Overline"; "Overline
Extension"; "Overline Extension Fee"; and "Overline Period".

f. Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

"Third Amendment" means that certain Amendment Number Three
to Loan and Security Agreement, dated as of May 18, 1994, between
Foothill and Borrower, whereby Foothill and Borrower further amend the
Agreement to, among other things, modify the interest and fees payable
by Borrower in respect of the Loan Agreement, fix the Maximum Amount at
$45,000,000 for the term of the Loan Agreement, and extend the Maturity
Date.

"Third Amendment Closing Date" means May 18, 1994.

"Third Amendment Closing Fee" has the meaning set forth in
Section 2.8(a).

g. Section 2.1 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

2.1 Revolving Advances. Subject to the terms and conditions of
this Agreement, and so long as no Event of Default has occurred and is
continuing, Foothill agrees to make revolving advances to Borrower in an
amount not to exceed the Borrowing Base less the undrawn or unreimbursed
amount of L/Cs and L/C Guarantees outstanding hereunder. Anything to
the contrary in the definition of Borrowing Base, the definition of
Eligible Accounts Availability Component or the definition of Eligible
Inventory Availability Component notwithstanding, Foothill may reduce
its advance rates based upon Eligible Accounts and Eligible Inventory
without declaring an Event of Default if it determines, in its
reasonable discretion, that there is a material impairment of the
prospect of repayment of all or any portion of the Obligations or a
material impairment of the value or priority of (x) Foothill's security
interests in the Collateral or the Canada Collateral or (y) Foothill's
liens on the Real Property.

h. Subsection (a) of Section 2.2 of the Agreement hereby
is deleted in its entirety and the following hereby is substituted in lieu
thereof:

(a) Subject to the terms and conditions of this
Agreement, Foothill agrees to issue standby letters of credit for the
account of Borrower (each an "L/C") or to issue standby letters of
credit or guarantees of payment (each such letter of credit or guaranty,
an "L/C Guaranty") with respect to commercial or standby letters of
credit issued by another Person for the account of Borrower in an
aggregate face amount not to exceed the lesser of: (i) the Borrowing
Base less the amount of outstanding revolving advances pursuant to
Section 2.1, and (ii) Thirty-Two Million Dollars ($32,000,000).
Borrower expressly understands and agrees that Foothill shall have no
obligation to arrange for the issuance by other financial institutions
of L/Cs that are to be the subject of L/C Guarantees and that certain of
such L/Cs may be outstanding on the Closing Date. Each such L/C
(including those that are the subject of L/C Guarantees) shall have an
expiry date no later than thirty (30) days prior to the date on which
this Agreement is scheduled to terminate under Section 3.5 and all such
L/Cs and L/C Guarantees shall be in form and substance acceptable to
Foothill in its sole discretion. Foothill shall not have any obligation
to issue L/Cs or L/C Guarantees to the extent that the face amount of
all outstanding L/Cs and L/C Guarantees, plus the amount of revolving
advances outstanding pursuant to Section 2.1, would exceed the lesser
of: (i) the Maximum Amount, or (ii) the Maximum Foothill Amount plus the
Syndicated Amount. The L/Cs and the L/C Guarantees issued under this
Section 2.2 shall be used by Borrower, consistent with this Agreement,
for its general working capital purposes or other business obligations.
If Foothill is obligated to advance funds under an L/C or L/C Guaranty,
the amount so advanced immediately shall be deemed to be an advance made
by Foothill to Borrower pursuant to Section 2.1 and, thereafter, shall
bear interest on the terms and conditions provided in Section 2.5.

i. Subsection (d) of Section 2.2 of the Agreement hereby
is deleted in its entirety and the following hereby is substituted in lieu
thereof:

(d) Any and all service charges, commissions, fees
and costs incurred by Foothill relating to the letters of credit
guaranteed by Foothill shall be considered Foothill Expenses for
purposes of this Agreement and shall be immediately reimbursable by
Borrower to Foothill. On the first day of each month, Borrower will pay
Foothill a fee equal to two and one-half percent (2.5%) per annum times
the average Daily Balance of the L/Cs and L/C Guarantees that were
outstanding during the immediately preceding month, such fee to be
computed on the basis of a three hundred sixty (360) day year for the
actual number of days elapsed. Service charges, commissions, fees and
costs may be charged to Borrower's loan account at the time the service
is rendered or the cost is incurred.

<PAGE>
j. Subsections (a) and (b) of Section 2.5 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

(a) Interest Rate. All Obligations, except for
undrawn L/Cs and L/C Guarantees and those evidenced by the Term Loan
Note, shall bear interest, on the average Daily Balance, at a rate equal
to the higher of: (i) three (3.0) percentage points above the Reference
Rate, or (ii) nine percent (9%) per annum. The Term Loan Amount,
together with accrued and unpaid interest thereon, shall bear interest
as follows: (i) fifty percent (50%) of the Term Loan Amount, together
with accrued and unpaid interest thereto, shall bear interest at a rate
equal to twenty four (24.0) percentage points in excess of the Reference
Rate; and (ii) fifty percent (50%) of the Term Loan Amount, together
with accrued and unpaid interest thereto, shall bear interest at a rate
equal to three (3.0) percentage points in excess of the Reference Rate.

(b) Default Rate. All Obligations, except for
undrawn L/Cs and L/C Guarantees and those evidenced by the Term Loan
Note, shall bear interest, from and after the occurrence and during the
continuance of an Event of Default, at a rate equal to the higher of:
(i) seven (7.0) percentage points above the Reference Rate, or (ii)
thirteen percent (13%) per annum. The Term Loan Amount, together with
accrued and unpaid interest thereon, shall bear interest, from and after
the occurrence and during the continuance of an Event of Default, as
follows: (i) fifty percent (50%) of the Term Loan Amount, together with
accrued and unpaid interest thereto, shall bear interest at a rate equal
to twenty eight (28.0) percentage points in excess of the Reference
Rate; and (ii) fifty percent (50%) of the Term Loan Amount, together
with accrued and unpaid interest thereto, shall bear interest at a rate
equal to seven (7.0) percentage points in excess of the Reference Rate.
From and after the occurrence and during the continuance of an Event of
Default, Foothill shall be entitled to charge Borrower a fee on the L/C
Amount equal to six and one-half percent (6.5%) per annum times the
average Daily Balance of the L/C Amount during the immediately preceding
calendar month, such fee to be computed on the basis of a three hundred
sixty (360) day year for the actual number of days elapsed.

k. Section 2.8 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

2.8 Additional Compensation. Borrower shall pay to
Foothill the following:

(a) Third Amendment Closing Fee. A one time closing
fee (the "Third Amendment Closing Fee") of Two Hundred Seventy-Five
Thousand Dollars ($275,000) which is due and payable by Borrower to
Foothill on the Third Amendment Closing Date and non-refundable when
paid. Two Hundred Fifty Thousand Dollars of the Third Amendment Closing
Fee was fully-earned as of April 1, 1994 and the balance thereof shall
be fully earned on the Third Amendment Closing Date.

(b) Unused Line Fee. On the first day of each month
during the term of this Agreement, commencing with the first day of the
first month after the Third Amendment Closing Date, a fee in an amount
equal to one-half percent (0.5%) per annum times sixty-one and
eleven/hundredths percent (61.11%) of the Average Unused Portion of the
Maximum Amount.

(c) Annual Facility Fee. On each anniversary of the
Third Amendment Closing Date, a fee in an amount equal to Two Hundred
Seventy-Five Thousand Dollars ($275,000), such fee to be fully earned on
each such anniversary.

(d) Financial Examination, Documentation, and
Appraisal Fees. Foothill's customary fee of Five Hundred Dollars ($500)
per day per examiner, plus out-of-pocket expenses for each financial
analysis and examination of Borrower performed by Foothill or its
agents; Foothill's customary appraisal fee of Seven Hundred Fifty
Dollars ($750) per day per appraiser, plus out-of-pocket expenses for
each appraisal of the Collateral performed by Foothill or its agents;
and Foothill's customary fee of One Thousand Dollars ($1,000) per year
for its loan documentation review; and

(e) Servicing Fee. On the first day of each
calendar month after the Closing Date for so long as any Obligations are
outstanding, a servicing fee in an amount equal to Four Thousand Dollars
($4,000) per month.

l. Section 3.5 of the Agreement hereby is deleted in its
entirety and the following hereby is substituted in lieu thereof:

3.5 Term. This Agreement shall become effective upon the
execution and delivery hereof by Borrower and Foothill and shall
continue in full force and effect for a term ending on the Maturity
Date. The foregoing notwithstanding, Foothill shall have the right to
terminate its obligations under this Agreement immediately and without
notice upon the occurrence of an Event of Default.

m. Subsection (c) of Section 3.7 of the Agreement hereby
is deleted in its entirety and the following hereby is substituted in lieu
thereof:

(c) The provisions of Section 3.5 that provide for
the termination of this Agreement on the Maturity Date notwithstanding,
Borrower has the option, upon ninety (90) days prior written notice to
Foothill, but not prior to the date of the satisfaction of the condition
subsequent in Section 3.4(a) hereof, to terminate this Agreement by
paying to Foothill, in cash, the Obligations (including any contingent
reimbursement obligations of Foothill under L/Cs or L/C Guarantees),
together with a premium (the "Early Termination Premium") equal to: if
such prepayment is made prior to the first anniversary of the Third
Amendment Closing Date, Five Hundred Thousand Dollars ($500,000); if
such prepayment is made on or after such first anniversary and prior to
the third anniversary of the Third Amendment Closing Date, Three Hundred
Thousand Dollars ($300,000); and if such prepayment is made on or after
such third anniversary, Two Hundred Thousand Dollars ($200,000);
provided, however, that no Early Termination Premium shall be required
to be paid in connection with a termination that occurs within the sixty
(60) day period immediately preceding the Maturity Date.

3. Conditions Precedent to Amendment. The satisfaction of each
of the following on or before, unless otherwise specified below, the Third
Amendment Closing Date shall constitute conditions precedent to the
effectiveness of this Amendment:

a. Foothill shall have received the Third Amendment
Closing Fee;

b. Foothill shall have received an opinion of Canada
Sub's counsel in connection with the Second Amendment in form and substance
satisfactory to Foothill in its sole discretion;

c. Foothill shall have received the following, each duly
executed and delivered by an authorized official of each party (other than
Foothill) thereto:

(1) the reaffirmation and consent of each of
Meyerland Co., Ceco-San Antonio Co., M C Durham
Co., and Canada Sub attached hereto as Exhibit
A;

(2) the new Term Loan Note, in the form of that
attached hereto as Exhibit T-1;

(3) amendments to such Loan Documents as Foothill
may require, in each case, in form and substance
satisfactory to Foothill;

d. Foothill shall have received an opinion of Borrower's
counsel in form and substance satisfactory to Foothill in its sole discretion;

h. Neither the Collateral nor the Canada Collateral shall
have declined materially in value from the values set forth in the most recent
appraisals or field examinations previously done by Foothill; and

4. Condition Concurrent to Amendment. The execution and
delivery of a Participation Agreement between Foothill and LaSalle National
Bank, in form and substance satisfactory to Foothill, whereby LaSalle agrees
to become a Participant in an amount not less than Ten Million Dollars
($10,000,000), shall be a condition concurrent to the Amendment.

5. Condition Subsequent to Amendment. The following shall be a
condition subsequent to the Amendment and the failure to satisfy the same
shall constitute an Event of Default: Foothill shall receive, within sixty
(60) days after the Second Amendment Closing Date, (i) from a title company
reasonably satisfactory to Foothill, such endorsements to title policies as
Foothill may require, including endorsements to afford Foothill protection for
any loss of priority of its liens on the Real Property resulting from the
increase in the "Maximum Amount" from Thirty-Five Million Dollars
($35,000,000) to Forty-Five Million Dollars ($45,000,000); and (ii) from
Borrower or the other mortgagors of the Mortgages, such amendments to the
Mortgages as Foothill may require, each duly executed and delivered and in
form and substance satisfactory to Foothill.

6. Effect on Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. The execution,
delivery, and performance of this Amendment shall not operate as a waiver of
or, except as expressly set forth herein, as an amendment, of any right,
power, or remedy of Foothill under the Agreement, as in effect prior to the
date hereof.

8. Miscellaneous.

c. Upon the effectiveness of this Amendment, each
reference in the Agreement or the Loan Documents to Exhibit T-1 to the
Agreement shall mean and refer to Exhibit T-1 attached hereto.

d. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first written above.

FOOTHILL CAPITAL CORPORATION,
a California corporation

By____________________________

Title:________________________

ROBERTSON-CECO CORPORATION,
a Delaware corporation

By____________________________

Title:________________________

EXHIBIT 10.11

AMENDMENT NUMBER FOUR TO
LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of December 15, 1994, by and between Foothill
Capital Corporation, a California corporation ("Foothill") and Robertson-Ceco
Corporation, a Delaware corporation ("Borrower"), with reference to the
following facts:

A. Foothill and Borrower heretofore have entered into that certain
Loan and Security Agreement, dated as of April 12, 1993 (the
"Original Agreement"), as amended by that certain Amendment Number
One To Loan And Security Agreement, dated as of April 30, 1993,
that certain Amendment Number Two To Loan And Security Agreement,
dated as of April 20, 1994, and that certain Amendment Number
Three To Loan And Security Agreement, dated as of May 18, 1994
(the Original Agreement, as so amended and as heretofore modified
or supplemented from time to time, hereinafter is referred to as
the "Agreement");

B. Borrower has requested Foothill to consent to Borrower's proposed
sales of Borrower's Cupples Division and to amend further the
Agreement to, among other things, reflect such proposed sale in
the Base Amount, as set forth in this Amendment;

C. Foothill is willing to give such consent and to so amend the
Agreement in accordance with the terms and conditions hereof; and

D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement, as amended
hereby.

NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, Foothill and Borrower hereby agree as
follows:

1. Amendments to the Agreement.

a. The definition of "Eligible Inventory" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Eligible Inventory" means Inventory consisting of first
quality finished goods held for sale in the ordinary course of
Borrower's and Canada Sub's respective businesses and raw materials for
such finished goods (and, in Foothill's reasonable discretion, certain
work-in-process), that are located at Borrower's and Canada Sub's
premises identified on Schedule E-1, are acceptable to Foothill in all
respects, and strictly comply with all of Borrower's representations and
warranties to Foothill. Eligible Inventory shall not include such
Inventory of Canada Sub in excess of $3,000,000, slow moving or obsolete
items, restrictive or custom items, work-in-process (other than work-in-
process approved by Foothill), components which are not part of finished
goods, spare parts, packaging and shipping materials, supplies used or
consumed in Borrower's and Canada Sub's respective businesses, Inventory
at the premises of third parties or subject to a security interest or
lien in favor of any third Person (other than Wells Fargo), bill and
hold goods, Inventory that is not subject to Foothill's first priority
perfected security interest, returned or defective goods, "seconds," and
Inventory acquired on consignment. Without limiting the generality of
the foregoing sentence, Eligible Inventory shall not include Inventory
of the Concrete Construction Division (except such Inventory as may be
included by Foothill in its sole and absolute discretion). Eligible
Inventory shall be valued at the lower of Borrower's or Canada Sub's, as
the case may be, cost or market value.

b Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

"Fourth Amendment" means that certain Amendment Number Four
to Loan and Security Agreement, dated as of December 15, 1994, between
Foothill and Borrower.

"Fourth Amendment Closing Date" means December 15, 1994.

2. Consent to Sale of Cupples Division.

a. Anything in the Loan Agreement to the contrary
notwithstanding, Foothill hereby consents to the sale by Borrower of the
business of and assets relating primarily to its Cupples Division to an entity
controlled by Gregg C. Sage, for consideration consisting of the assumption
thereby of certain liabilities of Borrower, substantially in accordance with
the terms and conditions set forth in the letter agreement, dated October 17,
1994, between Borrower and Gregg C. Sage (the "Cupples Letter of Intent"), a
true and correct copy of which Borrower hereby represents and warrants is
attached hereto as Exhibit C-1; provided, however, that the provisions of the
definitive agreement referenced in the Cupples Letter of Intent and the
documents related thereto shall be in form and substance not materially less
favorable to Borrower than as set forth in the December 12, 1994 draft of such
agreement (a copy of which has been provided to Foothill) and shall otherwise
be reasonably satisfactory to Foothill; provided further, that as a condition
concurrent to the effectiveness of the foregoing consent, Borrower shall
deliver to Foothill a copy of the written consent of Wells Fargo to such sale;
provided, further, that any consideration in the form of a promissory note
payable to Borrower promptly (and in any event within three (3) Business Days
after Borrower's receipt thereof) shall be delivered in pledge as Negotiable
Collateral to Foothill (together with all necessary endorsements). Borrower
and Foothill hereby acknowledge that a "consent fee" equal to Twenty-Five
Thousand Dollars ($25,000) has been paid by Borrower concurrently herewith.
Such fee is in consideration of Foothill's consent to Borrower's proposed sale
of its Cupples Division and of Foothill's agreement to consent (subject to the
terms and conditions to be set forth in an Amendment Number Five to Loan and
Security Agreement) to Borrower's proposed sale of its Concrete Construction
Division, and is fully earned and non-refundable when paid, regardless of
whether any such proposed sale is consummated.

3. Representations and Warranties. Borrower hereby represents
and warrants to Foothill that (a) the execution, delivery, and performance of
this Amendment and of the Agreement, as amended by this Amendment, are within
its corporate powers, have been duly authorized by all necessary corporate
action, and are not in contravention of any law, rule, or regulation, or any
order, judgment, decree, writ, injunction, or award of any arbitrator, court,
or governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its
properties may be bound or affected, and (b) this Amendment and the Agreement,
as amended by this Amendment, constitute Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.

4. Conditions Precedent to Amendment. The satisfaction of each
of the following on or before, unless otherwise specified below, the Fourth
Amendment Closing Date shall constitute conditions precedent to the
effectiveness of this Amendment:

<PAGE>
a. Foothill shall have received the reaffirmation and
consent of each of Meyerland Co., Ceco-San Antonio Co., M C Durham Co., and
Canada Sub attached hereto as Exhibit A, each duly executed and delivered by
an authorized official thereof;

b. The definitive agreement referenced in the Cupples
Letter of Intent and the documents related thereto shall be in form and
substance reasonably satisfactory to Foothill;

c. The representations and warranties in this Amendment,
the Agreement as amended by this Amendment, and the other Loan Documents shall
be true and correct in all respects on and as of the date hereof, as though
made on such date (except to the extent that such representations and
warranties relate solely to an earlier date);

d. No Event of Default or event which with the giving of
notice or passage of time would constitute an Event of Default shall have
occurred and be continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein;

e. No injunction, writ, restraining order, or other order
of any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein shall have been issued and remain in force by
any governmental authority against Borrower, Foothill, or any of their
Affiliates;

f. Neither the Collateral nor the Canada Collateral shall
have declined materially in value from the values set forth in the most recent
appraisals or field examinations previously done by Foothill; and

g. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered
or executed or recorded and shall be in form and substance satisfactory to
Foothill and its counsel.

6. Further Assurances. Borrower shall, and shall cause each of
Canada Sub, Meyerland Co., Ceco-San Antonio Co., and M C Durham Co. to,
execute and deliver promptly all agreements, documents, and instruments, in
form and substance satisfactory to Foothill, and promptly take all actions as
Foothill may reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests in the Collateral,
the Canada Collateral, and the Real Property and to fully consummate the
transactions contemplated under this Amendment and the Agreement, as amended
by this Amendment. Upon the sale of the Cupples Division of Borrower,
Foothill agrees to execute and deliver to Borrower, at Borrower's expense, UCC
Partial Releases (in form and substance satisfactory to Foothill in its
absolute discretion) in respect of the Collateral of the Cupples Division of
Borrower.

7. Miscellaneous.

c. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

d. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first written above.

FOOTHILL CAPITAL CORPORATION,
a California corporation

By____________________________

Title:________________________

ROBERTSON-CECO CORPORATION,
a Delaware corporation

By____________________________

Title:________________________

EXHIBIT 10.12

AMENDMENT NUMBER FIVE TO
LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of January 31, 1995, by and between Foothill
Capital Corporation, a California corporation ("Foothill") and Robertson-Ceco
Corporation, a Delaware corporation ("Borrower"), with reference to the
following facts:

A. Foothill and Borrower heretofore have entered into that certain
Loan and Security Agreement, dated as of April 12, 1993 (the
"Original Agreement"), as amended by that certain Amendment Number
One To Loan And Security Agreement, dated as of April 30, 1993,
that certain Amendment Number Two To Loan And Security Agreement,
dated as of April 20, 1994, that certain Amendment Number Three To
Loan And Security Agreement, dated as of May 18, 1994, and that
certain Amendment Number Four To Loan And Security Agreement,
dated as of December 15, 1994 (the Original Agreement, as so
amended and as heretofore modified or supplemented from time to
time, hereinafter is referred to as the "Agreement");

B. Borrower has entered into a settlement with respect to certain
litigation matters, which settlement requires that Borrower's
obligations in respect of such settlement be secured by a junior
and subordinate security interest in the Collateral. Borrower has
requested Foothill to consent to (1) Borrower's grant of such
junior and subordinate security interest in the Collateral to
secure Borrower's obligations in respect of such settlement, and
(2) Borrower's proposed sale of Borrower's Concrete Construction
Division and to amend further the Agreement to, among other
things, reflect such proposed sale in the Base Amount, as set
forth in this Amendment;

C. Foothill is willing to give such consent and to so amend the
Agreement in accordance with the terms and conditions hereof; and

D. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement, as amended
hereby.

NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, Foothill and Borrower hereby agree as
follows:

1. Amendments to the Agreement.

a. The definition of "Base Amount" in Section 1.1 of the
Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Base Amount" means an amount equal to, as of February 1,
1995, and after giving effect to the disposition of the remaining fixed
assets of the Concrete Division, Five Million Nine Hundred Thirty Six
Thousand Seven Hundred Twenty Two Dollars ($5,936,722), such amount to
be reduced on the first day of each calendar month, commencing on March
1, 1995, by One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven
Dollars ($166,667) per month, until such amount equals zero.

<PAGE>
b. The definition of "Eligible Inventory" in Section 1.1
of the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Eligible Inventory" means Inventory consisting of first
quality finished goods held for sale in the ordinary course of
Borrower's and Canada Sub's respective businesses and raw materials for
such finished goods (and, in Foothill's reasonable discretion, certain
work-in-process), that are located at Borrower's and Canada Sub's
premises identified on Schedule E-1, are acceptable to Foothill in all
respects, and strictly comply with all of Borrower's representations and
warranties to Foothill. Eligible Inventory shall not include such
Inventory of Canada Sub in excess of $3,000,000, slow moving or obsolete
items, restrictive or custom items, work-in-process (other than work-in-
process approved by Foothill), components which are not part of finished
goods, spare parts, packaging and shipping materials, supplies used or
consumed in Borrower's and Canada Sub's respective businesses, Inventory
at the premises of third parties or subject to a security interest or
lien in favor of any third Person (other than Wells Fargo), bill and
hold goods, Inventory that is not subject to Foothill's first priority
perfected security interest, returned or defective goods, "seconds," and
Inventory acquired on consignment. Eligible Inventory shall be valued
at the lower of Borrower's or Canada Sub's, as the case may be, cost or
market value.

c. The definition of "Permitted Liens" in Section 1.1 of
the Agreement hereby is deleted in its entirety and the following hereby is
substituted in lieu thereof:

"Permitted Liens" means: (a) liens and security interests
held by Foothill; (b) subject to the terms and conditions of the WFB
Intercreditor Agreement, liens and security interests held by Wells
Fargo; (c) subject to the terms and conditions of the Reliance
Intercreditor Agreement, liens and security interests held by Reliance
Insurance Company, United Pacific Insurance Company, or Planet Insurance
Company on the Accounts of Borrower; (d) liens for unpaid taxes that are
not yet due and payable; (e) liens and security interests set forth on
Schedule P-1; (f) purchase money security interests and liens of lessors
under capitalized leases to the extent that the acquisition or lease of
the underlying asset was permitted under Section 7.10, and so long as
the security interest or lien only secures the purchase price of the
asset; (g) liens or rights of issuers of letters of credit for the
account of Borrower in connection with cash collateral deposited with
such issuers to secure, in whole or in part, Borrower's reimbursement
obligations with respect to drawings on such letters of credit; (h)
subject to the terms and conditions of the ACSTAR Intercreditor
Agreement, liens and security interests held by ACSTAR Insurance Company
on the Accounts, Equipment, and General Intangibles of Borrower; and (i)
subject to the terms and conditions of the Federal Intercreditor
Agreement, liens and security interests held by Federal Insurance
Company on the Collateral securing obligations of Borrower owed to
Federal Insurance Company in the maximum principal amount of $7,000,000.

d. Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

"Federal Intercreditor Agreement" means that certain
Intercreditor Agreement, dated as of March 2, 1995, among Foothill,
Wells Fargo, and Federal Insurance Company, and acknowledged by
Borrower.

"Fifth Amendment" means that certain Amendment Number Five
to Loan and Security Agreement, dated as of January 31, 1995, between
Foothill and Borrower.

2. Consent to Sale of Concrete Construction Division. Anything
in the Loan Agreement to the contrary notwithstanding, Foothill hereby
consents to the sale by Borrower of the business of and assets relating
primarily to its Concrete Construction Division, as more particularly
described in Schedule C-1 attached hereto (the "Purchased Concrete Assets"),
to an entity controlled by Michael E. Heisley, for consideration in the
approximate amount of $14,500,000, comprised of approximately $11,500,000 in
cash and a promissory note payable to the order of Borrower in the principal
amount of $3,000,000 (the "Concrete Sale Note"), and otherwise substantially
in accordance with the terms and conditions set forth in the letter agreement,
dated November 3, 1994, between Borrower and Michael E. Heisley (the "Concrete
Letter of Intent"), a true and correct copy of which Borrower hereby
represents and warrants is attached hereto as Exhibit C-1; provided, however,
that as conditions concurrent to the effectiveness of the foregoing consent,
Borrower shall (a) provide additional cash collateral to Foothill in an amount
equal to the maximum amount of Foothill's obligations under L/Cs plus the
maximum amount of Foothill's obligations to any issuing bank under outstanding
L/C Guarantees, in each case in respect of the business or operations of
Borrower's Concrete Construction Division, and (b) provide Foothill with
satisfactory evidence of Wells Fargo's consent to such sale and release of
Wells Fargo's security interests in the Purchased Concrete Assets. Upon the
effectiveness of Foothill's consent under this Section 2, Foothill's security
interests in the Purchased Concrete Assets automatically shall be released
without the necessity of having any further action taken by Foothill or
Borrower to effect such release.

3. Consent to Incurrence of Secured Indebtedness to Federal.
Anything in the Loan Agreement to the contrary notwithstanding, Foothill
hereby consents to (a) the assignment by Borrower to Federal Insurance Company
of the Concrete Sale Note in connection with the Federal Settlement Agreement,
and (b) the granting by Borrower to Federal Insurance Corporation of junior
and subordinate liens on and security interests in the Collateral, subject to
the terms and conditions of the Federal Intercreditor Agreement, in order to
secure the obligations of Borrower owed to Federal Insurance Company in the
maximum principal amount of $7,000,0000 under that certain Settlement
Agreement and Release, dated as of March 3, 1995, between Federal Insurance
Company and Borrower (the "Federal Settlement Agreement") in respect of the
settlement of certain litigation matters more particularly described therein
and in accordance with the terms and conditions thereof; provided, however,
that as conditions concurrent to the effectiveness of the foregoing consent,
(x) Borrower shall provide Foothill with satisfactory evidence of Wells
Fargo's release of Wells Fargo's security interest in the Concrete Sale Note,
(y) Foothill shall have received the Federal Intercreditor Agreement, duly
executed by Federal Insurance Company and Wells Fargo and acknowledged by
Borrower, and in form and substance satisfactory to Foothill, and (z) Foothill
shall have received satisfactory evidence of the execution and delivery of the
Federal Settlement Agreement and the dismissal with prejudice of the
"Massachusetts Litigation" (as defined in the Federal Settlement Agreement).
Upon the effectiveness of Foothill's consent under this Section 3, Foothill's
security interests in the Concrete Sale Note automatically shall be released
without the necessity of having any further action taken by Foothill or
Borrower to effect such release. Borrower hereby represents and warrants that
true and correct copies of the Federal Settlement Agreement and other
documents related thereto are attached hereto as Exhibit F and that the same
are in full force and effect.

3A. Additional Provisions Regarding Federal Settlement
Agreement.

a. Borrower hereby agrees that Borrower will not:

(1) Agree to any amendment to, or waive any of, the
terms and provisions regarding principal payment amounts, no interest being
due or payable, total principal amounts, or similar material terms and
provisions of the Federal Settlement Agreement, including the definitions
applicable thereto, without in each case obtaining the prior written consent
of Foothill to such amendment or waiver; and

(2) Agree to any amendment to the events of default,
prepayment provisions, or affirmative and negative covenants relative to or
contained in the Federal Settlement Agreement (including the defined terms
related to any of the foregoing), which would make such terms or conditions
materially more onerous or restrictive to Borrower, without obtaining the
prior written consent of Foothill to such amendment or waiver.

b. Borrower and Foothill hereby agree that any one or
more of the following shall constitute an Event of Default:

(1) If there is a payment default or any other
default under the Federal Settlement Agreement (after giving effect to any
grace period set forth therein) that results in a right by Federal Insurance
Company, irrespective of whether exercised, to accelerate the maturity of
Borrower's obligations thereunder; or

(2) If a judgment in favor of Federal Insurance
Company is entered, filed, or recorded against Borrower in respect of
Borrower's obligations under the Federal Settlement Agreement or the
"Massachusetts Litigation" (as defined in the Federal Settlement Agreement).

4. Representations and Warranties. Borrower hereby represents
and warrants to Foothill that (a) the execution, delivery, and performance of
this Amendment and of the Agreement, as amended by this Amendment, are within
its corporate powers, have been duly authorized by all necessary corporate
action, and are not in contravention of any law, rule, or regulation, or any
order, judgment, decree, writ, injunction, or award of any arbitrator, court,
or governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its
properties may be bound or affected, and (b) this Amendment and the Agreement,
as amended by this Amendment, constitute Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.

5. Conditions Precedent to Amendment. The satisfaction of each
of the following on or before, unless otherwise specified below, March 3, 1995
shall constitute conditions precedent to the effectiveness of this Amendment:

a. Foothill shall have received the following, each duly
executed and delivered by an authorized official of each party (other than
Foothill) thereto:

(1) the reaffirmation and consent of each of
Meyerland Co., Ceco-San Antonio Co., M C Durham Co., and Canada Sub attached
hereto as Exhibit A;

(2) the Federal Intercreditor Agreement, in form and
substance satisfactory to Foothill; and

(3) all required consents of Foothill's Participants
in respect of Foothill's execution and delivery of this Amendment;

b. The definitive agreement referenced in the Concrete
Letter of Intent and documents related thereto shall be in form and substance
reasonably satisfactory to Foothill;

c. The Federal Settlement Agreement and documents related
thereto shall be in form and substance reasonably satisfactory to Foothill;

d. The representations and warranties in this Amendment,
the Agreement as amended by this Amendment, and the other Loan Documents shall
be true and correct in all respects on and as of the date hereof, as though
made on such date (except to the extent that such representations and
warranties relate solely to an earlier date);

e. No Event of Default or event which with the giving of
notice or passage of time would constitute an Event of Default shall have
occurred and be continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein;

f. No injunction, writ, restraining order, or other order
of any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein shall have been issued and remain in force by
any governmental authority against Borrower, Foothill, or any of their
Affiliates;

g. Neither the Collateral nor the Canada Collateral shall
have declined materially in value from the values set forth in the most recent
appraisals or field examinations previously done by Foothill; and

h. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered
or executed or recorded and shall be in form and substance satisfactory to
Foothill and its counsel.

7. Further Assurances. Borrower shall, and shall cause each of
Canada Sub, Meyerland Co., Ceco-San Antonio Co., and M C Durham Co. to,
execute and deliver promptly all agreements, documents, and instruments, in
form and substance satisfactory to Foothill, and promptly take all actions as
Foothill may reasonably request from time to time, to perfect and maintain the
perfection and priority of Foothill's security interests in the Collateral,
the Canada Collateral, and the Real Property and to fully consummate the
transactions contemplated under this Amendment and the Agreement, as amended
by this Amendment. Upon the sale of the Concrete Construction Division of
Borrower, Foothill agrees to execute and deliver to Borrower, at Borrower's
expense, UCC Partial Releases and releases or reconveyances of Mortgages in
respect of the Collateral and the Real Property of the Concrete Construction
Division of Borrower.

8. Miscellaneous.

c. Upon the effectiveness of this Amendment, in order to
reflect the sales by Borrower of its Concrete Construction Division and
Cupples Division, each reference in the Agreement or the Loan Documents to
Schedule E-1, Schedule R-1, or Schedule 6.15, as the case may be, of the
Agreement shall mean and refer to Schedule E-1, Schedule R-1, or Schedule
6.15, respectively, attached hereto.

d. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first written above.

FOOTHILL CAPITAL CORPORATION,
a California corporation

By____________________________

Title:________________________

ROBERTSON-CECO CORPORATION,
a Delaware corporation

By____________________________

Title:________________________

EXHIBIT 10.20

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of March 3,
1995, is entered into between FOOTHILL CAPITAL CORPORATION, a California
corporation ("Foothill"), WELLS FARGO BANK, N.A., a national banking
association ("Wells Fargo"), and FEDERAL INSURANCE COMPANY, a Indiana
corporation ("Federal"), and is acknowledged and consented to by ROBERTSON-
CECO CORPORATION, a Delaware corporation ("Robertson-Ceco").

W I T N E S S E T H :

WHEREAS, Robertson-Ceco, certain of Robertson-Ceco's subsidiaries and
Wells Fargo are parties to certain letter of credit agreements, loan
agreements, promissory notes, security agreements, pledge agreements,
mortgages, deeds of trust, or other related documents (collectively, the
"Wells Fargo Agreements");

WHEREAS, to secure the obligations owed to Wells Fargo under the Wells
Fargo Agreements, the Obligors have granted Wells Fargo security interests in
and liens on some or all of the Collateral;

WHEREAS, Robertson-Ceco and Foothill have entered into the Loan
Agreement and the Obligors have entered into various other documents with
Foothill related thereto including promissory notes, security agreements,
pledge agreements, mortgages, deeds of trust, or other related agreements
(collectively, the "Foothill Agreements");

WHEREAS, to secure the obligations owed to Foothill under the Foothill
Agreements, the Obligors have granted or will grant to Foothill security
interests in and liens on all of the Collateral;

WHEREAS, Robertson-Ceco and Federal have entered into the Settlement
Agreement and Robertson-Ceco has entered into various other documents with
Federal related thereto including security agreements, pledge agreements,
mortgages, deeds of trust, or other related agreements (collectively, the
"Federal Agreements");

WHEREAS, to secure the obligations owed to Federal under the Federal
Agreements, the Obligors have granted or will grant to Federal security
interests in and liens on all of the Collateral;

WHEREAS, Foothill has requested that Wells Fargo expressly subordinate
its liens and security interests in the Collateral to those securing the
Foothill Claim;

WHEREAS, Foothill and Wells Fargo have required, as a condition to their
consent to the grant by the Obligors of liens and security interests in the
Collateral, that Federal expressly subordinate its liens and security
interests in the Collateral to those securing the Foothill Claim and the Wells
Fargo Claim;

WHEREAS, Wells Fargo, Foothill, and Federal each have filed, or
hereafter may file, financing statements, fixture filings, mortgages, deeds of
trust, or other filings or notices; and

WHEREAS, Wells Fargo, Foothill, and Federal each desire to agree to the
relative priority of their respective security interests in and liens on the
Collateral and to agree to certain other rights, priorities, and interests.

<PAGE>
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration,
Wells Fargo, Foothill, and Federal hereby agree as follows, and Robertson-Ceco
hereby acknowledges and consents to the following:

1. Definitions. As used herein the following initially capitalized
terms shall have the indicated definitions:

"Accounts" means all presently existing and hereafter arising accounts,
contract rights for the payment of money, and all other forms of obligations
owing to an Obligor arising out of the sale or lease of goods or the rendition
of services by such Obligor, irrespective of whether earned by performance,
and any and all credit insurance, guaranties, and other security therefor, as
well as all merchandise returned to or reclaimed by such Obligor relating to
any of the foregoing.

"Acstar" means ACSTAR Insurance Company.

"Acstar Collateral" means that portion of the Collateral that is subject
to a prior security interest in favor of Acstar under and pursuant to the
terms of the Acstar Intercreditor Agreements.

"Acstar Intercreditor Agreements" means (a) that certain Intercreditor
Agreement between Wells Fargo and Acstar, and (b) that certain Intercreditor
Agreement, dated as of November 18, 1993, between Foothill and Acstar, each of
which is substantially identical to the other.

"Agreement" means this Intercreditor Agreement, as it may be amended,
supplemented, or modified from time to time in accordance with the provisions
hereof.

"Asset" means any interest of an Obligor in any kind of property or
asset, whether real, personal, or mixed real and personal, or whether tangible
or intangible.

"Bankruptcy Code" means the federal bankruptcy law of the United States
as from time to time in effect, currently as Title 11 of the United States
Code. Section references to current sections of the Bankruptcy Code shall
refer to comparable sections of any revised version thereof if section
numbering is changed.

"Books and Records" means all of the Obligors' books and records
including: ledgers; records indicating, summarizing, or evidencing the
Obligors' assets or liabilities, or the Collateral; all information relating
to the Obligors' business operations or financial condition; and all computer
programs, disc or tape files, printouts, runs, or other computer prepared
information, and the Equipment containing such information.

"Business Day" means any day, other than a Saturday or Sunday, that
commercial banks in general are open for the transaction of commercial banking
business in Los Angeles, California.

"Claims" means the Federal Claim, the Foothill Claim, or the Wells Fargo
Claim.

"Collateral" means any and all Assets, whether tangible or intangible,
in which any Obligor now or hereafter has any right, title, or interest, and
in which either Federal, Foothill, or Wells Fargo from time to time has or may
have any lien or security interest, including each of the following: the
Accounts; the Books and Records; the Collateral Custody Account; the Domestic
Subsidiary Stock; the Equipment; the Foreign Subsidiary Stock; the General
Intangibles; the Inventory; any Money; the Negotiable Collateral; the Real
Property Collateral; any other Assets of the Obligors that hereafter come into
the possession, custody, or control of Federal, Foothill, or Wells Fargo; and
the Proceeds and products, whether tangible or intangible, of any of the
foregoing, including proceeds of insurance covering any or all of the
Collateral, and including any and all Proceeds of the Accounts, the Books and
Records, the Collateral Custody Account, the Domestic Subsidiary Stock, the
Equipment, the Foreign Subsidiary Stock, the General Intangibles, the
Inventory, any Money, the Negotiable Collateral, any Real Property Collateral,
and any other tangible or intangible Assets resulting from the sale, exchange,
collection, or other disposition of the Collateral, or any portion thereof or
interest therein.

"Collateral Custody Account" shall have the meaning ascribed thereto in
the Wells Fargo Agreements.

"Commitment" means (i) $30,000,000 for the first eighteen months of the
term of the Letter of Credit Agreement, (ii) $25,000,000 for the nineteenth
through the twenty-fourth month of the term thereof, (iii) $20,000,000 for the
twenty-fifth through the thirtieth month of the term thereof, and (iv)
$15,000,000 for the thirty-first through the thirty-sixth month of the term
thereof.

"Credit Documents" means the Federal Agreements, the Foothill
Agreements, and the Wells Fargo Agreements.

"Creditor" means Federal, Foothill, or Wells Fargo.

"Default Notice" shall mean a written notice from or on behalf of
Federal to Foothill notifying Foothill of the existence of a payment default
under the Federal Agreements and specifically designating such notice as a
"Default Notice."

"Domestic Subsidiary Stock" means all shares of capital stock, rights to
acquire same, or certificates evidencing same, of any one or more of
Robertson-Ceco's domestic subsidiaries, now or hereafter beneficially owned by
any Obligor.

"Enforcement Action" means, with respect to any Creditor and with
respect to any item of Collateral in which such Creditor has or claims a
security interest, lien, or Right of Offset, any action, whether judicial or
nonjudicial, to repossess, collect, offset, recoup, give notification to third
parties with respect to, sell, dispose of, foreclose upon, give notice of
sale, disposition, or foreclosure with respect to, or obtain equitable or
injunctive relief with respect to, such Collateral. In addition, with respect
to Wells Fargo, "Enforcement Action" includes any acceleration of the maturity
of the Wells Fargo Claim, the termination of the Commitment or of the Letter
of Credit Agreement, or the commencement of any lawsuit or proceeding against
any Obligor to collect or enforce the Wells Fargo Claim. In addition, with
respect to Federal, "Enforcement Action" includes any acceleration of the
maturity of the Federal Claim or the commencement of any lawsuit or other
proceeding against any Obligor to collect or enforce the Federal Claim or the
enforcement of any judgment against any Obligor with respect to the Federal
Claim. The filing by any Creditor of, or the joining in the filing by any
Creditor of, an involuntary bankruptcy or insolvency proceeding against any
Obligor also is an Enforcement Action.

"Equipment" means all of the Obligors' present and hereafter acquired
machinery, machine tools, motors, equipment, furniture, furnishings, fixtures,
vehicles, tools, parts, dies, jigs, goods (other than consumer goods, farm
products, or Inventory), and any interest in any of the foregoing, wherever
located, and all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing, wherever
located.

<PAGE>
"Existing Letters of Credit" means those certain letters of credit that
are outstanding as of the date hereof, are described in Schedule E-1 attached
hereto, and were issued by Wells Fargo pursuant to the Wells Fargo Agreements.

"Federal" has the meaning ascribed to such term in the preamble to this
Agreement.

"Federal Agreements" has the meaning ascribed to such term in the
recitals to this Agreement, and shall include any future amendments,
modifications, extensions, supplements, restatements, or replacements of any
of the Federal Agreements.

"Federal Claim" means any and all present and future "claims" (used in
its broadest sense, as contemplated by and defined in Section 101(5) of the
Bankruptcy Code, but without regard to whether such claim would be disallowed
under the Bankruptcy Code) of Federal now or hereafter arising or existing
under or relating to the Federal Agreements, whether joint, several, or joint
and several, whether fixed or indeterminate, due or not yet due, contingent or
non-contingent, matured or unmatured, liquidated or unliquidated, or disputed
or undisputed, whether under a guaranty, and whether arising under contract,
in tort, by law, or otherwise, and including all credit advanced or extended
to or for the benefit of any Obligor at any time (including any indebtedness
arising pursuant to debtor-in-possession financing arrangements or pursuant to
financing arrangements entered into in connection with the confirmation of a
plan of reorganization under chapter 11 of the Bankruptcy Code), any interest
or fees thereon (including interest or fees that accrue after the filing of a
petition by or against any Obligor under the Bankruptcy Code, irrespective of
whether allowable under the Bankruptcy Code), any costs of Enforcement
Actions, including reasonable attorneys fees and costs, and any prepayment or
termination premiums.

"Foothill" has the meaning ascribed to such term in the preamble to this
Agreement.

"Foothill Agreements" has the meaning ascribed to such term in the
recitals to this Agreement, and shall include any future amendments,
modifications, extensions, supplements, restatements, or replacements of any
of the Foothill Agreements.

"Foothill Claim" means any and all present and future "claims" (used in
its broadest sense, as contemplated by and defined in Section 101(5) of the
Bankruptcy Code, but without regard to whether such claim would be disallowed
under the Bankruptcy Code) of Foothill now or hereafter arising or existing
under or relating to the Foothill Agreements, whether joint, several, or joint
and several, whether fixed or indeterminate, due or not yet due, contingent or
non-contingent, matured or unmatured, liquidated or unliquidated, or disputed
or undisputed, whether under a guaranty, a Foothill Letter of Credit, or any
other letter of credit, and whether arising under contract, in tort, by law,
or otherwise, and including all credit advanced or extended to or for the
benefit of any Obligor at any time (including any indebtedness arising
pursuant to debtor-in-possession financing arrangements or pursuant to
financing arrangements entered into in connection with the confirmation of a
plan of reorganization under chapter 11 of the Bankruptcy Code), any interest
or fees thereon (including interest or fees that accrue after the filing of a
petition by or against any Obligor under the Bankruptcy Code, irrespective of
whether allowable under the Bankruptcy Code), any costs of Enforcement
Actions, including reasonable attorneys fees and costs, and any prepayment or
termination premiums.

"Foothill Collateral" means all of the Collateral other than the Acstar
Collateral, the Reliance Collateral, and the Wells Fargo Cash Collateral.

"Foothill Letters of Credit" means those certain standby letters of
credit issued from time to time by Foothill, for the account of Robertson-
Ceco, for the benefit of Wells Fargo, in order to support Robertson-Ceco's
obligations with respect to a Wells Fargo Letter of Credit.

"Foreign Subsidiary Stock" means all shares of capital stock, rights to
acquire same, or certificates evidencing same, of any one or more of
Robertson-Ceco's foreign subsidiaries, now or hereafter beneficially owned by
any Obligor.

"Future Letters of Credit" means any letter of credit, other than an
Existing Letter of Credit, issued, extended, renewed, or amended by Wells
Fargo for the account of Robertson-Ceco.

"General Intangibles" means all of the Obligors' present and future
general intangibles and other personal property (including choses or things in
action, liens or other rights arising by operation of law, whether by virtue
of common law, statutory law, or regulatory law, deposit accounts, goodwill,
patents, logos, trade names, trademarks, service marks, copyrights,
blueprints, drawings, purchase orders, customer lists, monies due or
recoverable from pension funds, contract rights, deposit accounts, route
lists, monies due under any royalty or licensing agreements, infringements,
claims, computer programs, computer discs, computer tapes, literature,
reports, catalogs, insurance premium refunds, tax refunds, and tax refund
claims), exclusive of goods, Accounts, and, the Wells Fargo Cash Collateral up
to, but not in excess of, the Required Cash Collateral Amount.

"Inventory" means all present and future inventory in which any Obligor
has any interest, including goods held for sale or lease or to be furnished
under a contract of service and all of any Obligor's present and future raw
materials, work in process, finished goods, and packing and shipping
materials, wherever located, and any documents of title representing any of
the above.

"Letter of Credit Agreement" means that certain Letter of Credit
Agreement, dated as of even date herewith, among Foothill, Robertson-Ceco, and
Wells Fargo, pursuant to which, among other things, Wells Fargo agrees to
issue, amend, renew, or extend Letters of Credit for the account of Robertson-
Ceco in an amount up to the amount of the Commitment extant from time to time.

"Loan Agreement" means that certain Loan and Security Agreement, dated
as of April 12, 1993, between Foothill and Robertson-Ceco, as amended from
time to time.

"Money" means cash, coins, currency, or any other medium of exchange
that is treated as the equivalent of cash (but not including Negotiable
Collateral or deposit accounts), including foreign currency.

"Negotiable Collateral" means all of the Obligors' present and future
letters of credit, notes, drafts, instruments, documents, personal property
leases, and chattel paper.

"Obligors" means Robertson-Ceco and each of its subsidiaries that is a
party to a Wells Fargo Agreement, a Federal Agreement, or a Foothill
Agreement, individually and collectively.

"Personal Property Collateral" means and includes all of the Collateral
except for the Real Property Collateral.

"Proceeds" has the meaning given such term by Division 9 of the UCC and
case law interpreting and defining such term, irrespective of whether received
by any Obligor, and shall include insurance proceeds, rents received or
receivable from the lease of goods, and dividends or other distributions paid
or payable with respect to shares of capital stock.

<PAGE>
"Robertson-Ceco" has the meaning ascribed to such term in the preamble
to this Agreement and shall, if applicable, include Robertson-Ceco Corporation
in its capacity as a debtor-in-possession.

"Real Property Collateral" means any of the Collateral that constitutes
real property, and the identifiable and traceable rents, issues, and profits
of such real property, except that "Real Property Collateral" shall not
include any Equipment.

"Reliance" means Reliance Insurance Company, United Pacific Insurance
Company, and Planet Insurance Company.

"Reliance Collateral" means that portion of the Collateral that is
subject to a prior security interest in favor of Reliance under and pursuant
to the terms of the Reliance Intercreditor Agreements.

"Reliance Intercreditor Agreements" means (a) that certain Intercreditor
Agreement, dated as of November 8, 1990, between Wells Fargo and Reliance, and
(b) that certain Intercreditor Agreement, dated as of April 30, 1993, between
Foothill and Reliance, each of which is substantially identical to the other.

"Required Cash Collateral Amount" means the amount of Money or cash
equivalents maintained by the Obligors in the Collateral Custody Account equal
to (a) (i) the outstanding undrawn amount of the Wells Fargo Letters of Credit
plus (ii) the amount of unpaid drawings under Wells Fargo Letters of Credit,
minus (b) (i) the undrawn and unpaid amount of Foothill Letters of Credit plus
(ii) the Third Party Letter of Credit Amount.

"Right of Offset" means any right of offset, recoupment, setoff,
banker's lien, or other similar right or remedy, whether at law or in equity.

"Settlement Agreement" means that certain Settlement Agreement, dated as
of March 2, 1995, between Federal and Robertson-Ceco.

"Standstill Period" means the period commencing on the date of receipt
by Foothill of a Default Notice from Federal until the first to occur of: (a)
the 180th day after receipt of such Notice; provided, however, that if, on or
before such date or during such period, Foothill has (y) accelerated its
Claim, and (z) has commenced and diligently is pursuing a judicial proceeding
to collect its Claim or has commenced and diligently is pursuing the
collection of the Accounts or has given notice of a sale of a substantial part
of the Collateral securing its Claim and diligently is pursuing the collection
or foreclosure and sale of such Collateral, then such period shall continue
unless and until Foothill either rescinds such acceleration, abandons,
terminates, or diligently fails to pursue such judicial proceeding, or
abandons, terminates, or diligently fails to pursue such collection or
foreclosure proceedings to realize upon a substantial part of its Collateral;
and (b) the date on which Federal shall have waived or acknowledged, in
writing, the cure of the default that was the subject of the Default Notice.

"Third Party Letter of Credit Amount" means the amount equal to the
undrawn and unpaid amount under one or more letters of credit issued in favor
of Wells Fargo, in form and by a third party issuer acceptable to Wells Fargo,
in the exercise of its sole discretion, to support the obligation of
Robertson-Ceco with respect to the Wells Fargo Letters of Credit.

"UCC" means the Uniform Commercial Code in effect in the State of
California, except with respect to the perfection of any security interest, in
which case the term "UCC" shall refer to the Uniform Commercial Code of the
jurisdiction that, under Section 9103 of the California Uniform Commercial
Code, governs the perfection of the security interest.

"Wells Fargo" has the meaning ascribed to such term in the preamble to
this Agreement.

"Wells Fargo Agreements" has the meaning ascribed to such term in the
recitals to this Agreement together with the Letter of Credit Agreement, and
shall include any future amendments, modifications, extensions, supplements,
restatements, or replacements of any of the Wells Fargo Agreements.

"Wells Fargo Cash Collateral" means that portion of the Collateral that
is composed of the Required Cash Collateral Amount and that has been deposited
in and is evidenced by the Collateral Custody Account. To the extent that the
Collateral Custody Account contains more than the Required Cash Collateral
Amount, the excess is not Wells Fargo Cash Collateral.

"Wells Fargo Claim" means any and all present and future "claims" (used
in its broadest sense, as contemplated by and defined in Section 101(5) of the
Bankruptcy Code, but without regard to whether such claim would be disallowed
under the Bankruptcy Code) of Wells Fargo now or hereafter arising or existing
under or relating to the Foothill Agreements, whether joint, several, or joint
and several, whether fixed or indeterminate, due or not yet due, contingent or
non-contingent, matured or unmatured, liquidated or unliquidated, or disputed
or undisputed, whether under a Wells Fargo Letter of Credit, and whether
arising under contract, in tort, by law, or otherwise, and including all
credit advanced or extended to or for the benefit of the Obligors at any time
(including any indebtedness arising pursuant to debtor-in-possession financing
arrangements or pursuant to financing arrangements entered into in connection
with the confirmation of a plan of reorganization under chapter 11 of the
Bankruptcy Code), any interest or fees thereon (including interest or fees
that accrue after the filing of a petition by or against any Obligor under the
Bankruptcy Code, irrespective of whether allowable under the Bankruptcy Code),
any costs of Enforcement Actions, including reasonable attorneys fees and
costs, and any prepayment or termination premiums.

"Wells Fargo Letters of Credit" means the Existing Letters of Credit and
the Future Letters of Credit.

2. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular and to the
singular include the plural, the part includes the whole, the terms "include,"
"includes," and "including" are not limiting, and the term "or" has, except
where otherwise indicated, the inclusive meaning represented by the phrase
"and/or". The words "hereof," "herein," "hereby," "hereunder" and similar
terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. Section references are to this
Agreement unless otherwise specified. Any terms used in this Agreement which
are defined in the UCC shall be construed and defined as set forth in the UCC
unless otherwise defined herein. All of the schedules and exhibits attached
to this Agreement shall be deemed incorporated herein by reference.

3. Lien Priorities. Notwithstanding the date, manner, or order of
perfection of the security interests, liens, or Rights of Offset granted to or
otherwise existing in favor of Wells Fargo, Federal, or Foothill, and
notwithstanding any contrary provisions of the UCC, or any applicable law or
decision, or the provisions of the Wells Fargo Agreements, the Federal
Agreements, or the Foothill Agreements, and irrespective of whether Wells
Fargo, Federal, or Foothill holds possession of all or any part of the
Collateral, the following, as between and among Wells Fargo, Federal, and
Foothill, shall be the relative priority of the security interests, liens, and
Rights of Offset of Wells Fargo, Federal, and Foothill in and to the
Collateral:

a. As to the Reliance Collateral:

<PAGE>
i) Foothill shall have a second and subordinate security
interest in or lien on such Reliance Collateral,
subordinate only to the first and prior perfected
security interest therein or lien thereon of Reliance,
if any;

ii) Wells Fargo shall have a third and subordinate
security interest in or lien on such Reliance
Collateral, subordinate only to the first and prior
perfected security interest therein or lien thereon of
Reliance, if any, and the second and prior security
interest therein or lien thereon of Foothill; and

iii) Federal shall have a fourth and subordinate security
interest in or lien on such Reliance Collateral,
subordinate only to the first and prior perfected
security interest therein or lien thereon of Reliance,
if any, the second and prior security interest therein
or lien thereon of Foothill, and the third and prior
security interest therein or lien thereon of Wells
Fargo;

b. As to the Acstar Collateral:

i) Foothill shall have a second and subordinate security
interest in or lien on such Acstar Collateral,
subordinate only to the first and prior perfected
security interest therein or lien thereon of Acstar,
if any;

ii) Wells Fargo shall have a third and subordinate
security interest in or lien on such Acstar
Collateral, subordinate only to the first and prior
perfected security interest therein or lien thereon of
Acstar, if any, and the second and prior security
interest therein or lien thereon of Foothill; and

iii) Federal shall have a fourth and subordinate security
interest in or lien on such Acstar Collateral,
subordinate only to the first and prior perfected
security interest therein or lien thereon of Acstar,
if any, the second and prior security interest therein
or lien thereon of Foothill, and the third and prior
security interest therein or lien thereon of Wells
Fargo;

c. As to the Wells Fargo Cash Collateral:

i) Wells Fargo shall have a first and prior security
interest in, lien on, and Right of Offset with respect
to such Wells Fargo Cash Collateral;

ii) Foothill shall have a second and subordinate security
interest in, lien on, and Right of Offset with respect
to such Wells Fargo Cash Collateral, subordinate only
to the first and prior security interest therein, lien
thereon, or Right of Offset with respect thereto of
Wells Fargo; and

iii) Federal shall have a third and subordinate security
interest in, lien on, and Right of Offset with respect
to such Wells Fargo Cash Collateral, subordinate only
to the first and prior security interest therein, lien
thereon, or Right of Offset with respect thereto of
Wells Fargo and the second and prior security interest
therein, lien thereon, or Right of Offset with respect
thereto of Foothill;

d. As to the Foothill Collateral:

i) Foothill shall have a first and prior security
interest in, lien on, and Right of Offset with respect
to such Foothill Collateral;

ii) Wells Fargo shall have a second and subordinate
security interest in, lien on, and Right of Offset
with respect to such Foothill Collateral, subordinate
only to the first and prior security interest therein,
lien thereon, or Right of Offset with respect thereto
of Foothill; and

iii) Federal shall have a third and subordinate security
interest in, lien on, and Right of Offset with respect
to such Foothill Collateral, subordinate only to the
first and prior security interest therein, lien
thereon, or Right of Offset with respect thereto of
Foothill and the second and prior security interest
therein, lien thereon, or Right of Offset with respect
thereto of Wells Fargo.

If the Claims of any Creditor holding a level of priority with respect
to a category of Collateral are fully and finally paid and satisfied and such
Creditor has no further commitment to extend credit facilities to Robertson-
Ceco and has released or terminated its security interests and liens in the
Collateral, then each Creditor with a junior level of priority thereupon shall
be elevated one level of priority with respect to such category of Collateral
for all purposes hereof. In the event that Federal or Wells Fargo obtains the
rights of a holder in due course of a negotiable instrument with respect to
any portion of the Collateral, then Section 9309 of the UCC shall not provide
Federal or Wells Fargo, as applicable, with priority in such Collateral. The
provisions of Section 9309 of the UCC notwithstanding, the relative priority
of the security interests, liens, and Rights of Offset of Wells Fargo and
Foothill in and to any portion of the Collateral in which another party
obtains the rights of a holder in due course shall be determined by the
priorities set forth in this section.

4. Distribution of Proceeds of Collateral. Upon the occurrence and
during the continuance of any event of default under any of the Credit
Documents, as among the Creditors, all Proceeds of any sale, exchange,
collection, or other disposition of the Collateral shall be distributed as
follows:

a. As to the Reliance Collateral:

i) First, to Reliance, to the extent required by the
express terms and conditions of the Reliance
Intercreditor Agreements;

ii) Second, the balance, if any, to Foothill, in an amount
up to the amount of the Foothill Claim;

iii) Third, the balance, if any, to Wells Fargo up to the
amount of the Wells Fargo Claim; and

iv) Fourth, the balance, if any, to Federal up to the
amount of the Federal Claim; and

b. As to the Acstar Collateral:

i) First, to Acstar, to the extent required by the
express terms and conditions of the Acstar
Intercreditor Agreements;

ii) Second, the balance, if any, to Foothill, in an amount
up to the amount of the Foothill Claim;

iii) Third, the balance, if any, to Wells Fargo up to the
amount of the Wells Fargo Claim; and

iv) Fourth, the balance, if any, to Federal up to the
amount of the Federal Claim; and

c. As to the Collateral Custody Account:

i) First, to Wells Fargo, in an amount up to the amount
of the Required Cash Collateral Amount extant from
time to time;

ii) Second, the balance, if any, to Foothill, up to the
amount of the Foothill Claim;

iii) Third, the balance, if any, to Federal, up to the
amount of the Federal Claim; and

d. As to the Foothill Collateral (other than the Collateral
Custody Account):

i) First, to Foothill, in an amount up to the amount of
the Foothill Claim;

ii) Second, the balance, if any, to Wells Fargo up to the
amount of the Wells Fargo Claim; and

iii) Third, the balance, if any, to Federal up to the
amount of the Federal Claim.

This section is applicable with respect to any item of Collateral only
to the extent that each of the Creditors concurrently has a security interest
in or lien on or Right of Offset with respect to such Collateral. Nothing
herein shall require any Creditor to have or hold a security interest in or
lien on or Right of Offset with respect to Collateral that it does not wish to
have or hold, and the priorities in Section 3 shall not be relevant to any
Collateral in which only one of the Creditors has a security interest or lien
or Right of Offset. Any Proceeds of Collateral that are received by Foothill
pursuant to and in accordance with the provisions of this section at a time
when one or more Foothill Letters of Credit are outstanding and undrawn shall
be held by Foothill as cash collateral until the contingent obligation
represented by such Foothill Letter of Credit either matures and is paid or is
retired without the contingency occurring. To the extent that the contingent
obligation matures and is paid, Foothill shall have the right to apply such
cash collateral to the repayment of the extant non-contingent obligation. To
the extent that the contingent obligation is retired without the contingency
occurring, the cash collateral shall be reapplied in the sequence described
above as if such cash collateral had, at the time of the retirement of such
contingent obligation, been received as Proceeds of Collateral. Any Proceeds
of Collateral that are received by Wells Fargo pursuant to and in accordance
with the provisions of this section at a time when one or more Wells Fargo
Letters of Credit are outstanding and undrawn shall be held by Wells Fargo as
cash collateral until the contingent obligation represented by such Wells
Fargo Letter of Credit either matures and is paid or is retired without the
contingency occurring. To the extent that the contingent obligation matures
and is paid, Wells Fargo shall have the right to apply such cash collateral to
the repayment of then extant non-contingent obligation. To the extent that
the contingent obligation is retired without the contingency occurring, the
cash collateral shall be reapplied in the sequence described above as if such
cash collateral had, at the time of the retirement of such contingent
obligation, been received as Proceeds of Collateral.

5. Limitation on Exercise of Remedies by Wells Fargo. Any provision
in the Wells Fargo Agreements to the contrary notwithstanding, without the
prior written consent of Foothill, Wells Fargo shall not take any Enforcement
Action unless a drawing that is made by Wells Fargo under a Foothill Letter of
Credit (in accordance with the terms of such Foothill Letter of Credit) is not
paid by Foothill within thirty (30) days (sixty (60) days in the event that
Foothill disputes, in good faith, its obligation to make payment under the
Foothill Letter of Credit) after the date on which, by the terms of such
Foothill Letter of Credit, Foothill is obligated to make such payment. Wells
Fargo further agrees that the Obligors will be free to use their Money and
cash equivalents (other than the Required Cash Collateral Amount in the
Collateral Custody Account) for their general corporate purposes,
notwithstanding the security interests, liens, or Rights of Offset of Wells
Fargo, so long as Wells Fargo is not enforcing, in accordance with the terms
and conditions hereof, its security interests, liens, or Rights of Offset in
respect of such Money or cash equivalents. Foothill and Federal each agrees
that Wells Fargo shall not incur any liability to Foothill or Federal for
taking or refraining from taking any action with respect to the Collateral so
long as Wells Fargo complies with the express provisions of this Agreement.

6. Limitation on Exercise of Remedies by Federal. Any provision in
the Federal Agreements to the contrary notwithstanding, without the prior
written consent of both Foothill and Wells Fargo, Federal shall not take any
Enforcement Action unless and until the Foothill Claim and the Wells Fargo
Claim have been fully and finally paid and such Creditors have no further
commitments to extend credit facilities to Robertson-Ceco and have released or
terminated their security interests and liens in the Collateral; provided,
however, that the foregoing shall not prohibit Federal (a) from filing, at the
times and in accordance with the terms and conditions of the Federal
Agreements, an agreement for judgment in Civil Action No. 94-12316-PBS
currently pending in U.S. District Court for the District of Massachusetts
(the "Massachusetts Action"), and (b) after the Standstill Period shall cease
to be in effect, from taking any and all actions to enforce such judgment that
may be available at law or in equity, exclusive, however, of any right to
foreclose or otherwise enforce its security interest in the Collateral by any
available judicial procedure. The lien of any levy that may be made upon the
Collateral by virtue of any execution based upon the judgment entered in the
Massachusetts Action shall not relate back to the date of the perfection of
Federal's security interest in such Collateral. A judicial sale after the end
of the Standstill Period, pursuant to any such execution, shall not constitute
a foreclosure or other enforcement of Federal's security interest in the
Collateral.

Federal acknowledges that the foregoing covenant was an essential and
unconditional requirement of Foothill and Wells Fargo in agreeing to permit
Federal to obtain a junior lien and security interest in and to the Collateral
and Federal agrees that any breach of the foregoing will cause Foothill and
Wells Fargo irreparable harm and that either Foothill or Wells Fargo may
obtain an injunction to prevent Federal from violating or continuing to
violate the foregoing covenant. Federal further agrees that the Obligors will
be free to use their Money and cash equivalents for their general corporate
purposes, notwithstanding the security interests, liens, or Rights of Offset
of Federal, so long as Federal is not enforcing, in accordance with the terms
and conditions hereof, its security interests, liens, or Rights of Offset in
respect of such Money or cash equivalents. Foothill and Wells Fargo each
agrees that Federal shall not incur any liability to Foothill or Wells Fargo
for taking or refraining from taking any action with respect to the Collateral
so long as Federal complies with the express provisions of this Agreement.

7. Exercise of Remedies in the Absence of a Limitation. Subject only
to any express provision of this Agreement that requires a Creditor to take or
refrain from taking an action, each Creditor may exercise its discretion with
respect to exercising or refraining from exercising any of its rights and
remedies under its respective agreements with the Obligors or from taking or
refraining from taking any Enforcement Action. Wells Fargo and Federal each
agrees that Foothill shall not incur any liability to Wells Fargo or Federal
for taking or refraining from taking any action with respect to the Collateral
so long as Foothill complies with the express provisions of this Agreement.
Wells Fargo further agrees that, Section 952 of the California Financial Code
to the contrary notwithstanding, if Foothill notifies Wells Fargo, pursuant to
Section 9502 of the UCC, to make payment to Foothill of any Account or General
Intangible (other than the Wells Fargo Cash Collateral up to the then Required
Cash Collateral Amount) owed by Wells Fargo to one or more of the Obligors,
then Wells Fargo promptly will comply with such request and will remit such
amount or amounts directly to Foothill.

8. Waiver of Right of Offset by Wells Fargo. Wells Fargo hereby
waives in favor of Foothill any Right of Offset that Wells Fargo may have with
respect to any amounts maintained on deposit by Foothill with Wells Fargo
(including amounts that are Proceeds of Collateral including collections of
Accounts or General Intangibles that have been remitted by Robertson-Ceco (or
any other Obligor) to such account of Foothill) and agrees with Foothill that
it will not exercise any such Right of Offset with respect to any deposit
account of Foothill maintained with Wells Fargo on account of any amount drawn
under a Foothill Letter of Credit. The foregoing to the contrary
notwithstanding, Wells Fargo shall be entitled to recoup against any deposit
account of Foothill the fees, expenses, and charges of Wells Fargo that are
chargeable to Foothill for the maintenance and administration of such deposit
account.

9. Limitation on Amendments to the Wells Fargo Agreements. From and
after the date hereof, Wells Fargo agrees that it will not alter, amend,
modify, add, supplement, or otherwise change (other than by extending the
dates on which the Commitment is to be reduced) any term or condition
contained in the Wells Fargo Agreements, without obtaining the express prior
written consent of Foothill to such alteration, amendment, modification,
addition, supplement, or other change. Should Wells Fargo cease extending
further credit to the Obligors, this Agreement nevertheless shall continue in
effect as to the outstanding Claims of each Creditor until this Agreement is
terminated in accordance with the provisions hereof.

10. Limitation on Amendments to the Federal Agreements. From and
after the date hereof, Federal agrees that it will not alter, amend, modify,
add, supplement, or otherwise change (other than by extending the dates on
which payments of principal are due and payable under the terms of the Federal
Agreements) any term or condition contained in the Federal Agreements, without
obtaining the express prior written consent of Foothill and Wells Fargo to
such alteration, amendment, modification, addition, supplement, or other
change.

11. Amendments to the Foothill Agreements. Foothill may alter, amend,
modify, add, supplement, or otherwise change any term or condition contained
in the Foothill Agreements, including the increasing or decreasing of the
amount of the credit facilities made available by it to the Obligors, without
the need to obtain any consent of Wells Fargo or Federal to such alteration,
amendment, modification, addition, supplement, or other change and without in
any way affecting the rights and obligations of the Creditors under this
Agreement. Foothill does agree to give Wells Fargo (but not Federal) written
notice of any increase in the Maximum Amount (as that term is defined in the
Loan Agreement), such notice to be provided concurrent with or prior to any
such increase. Should Foothill cease extending further credit to the
Obligors, this Agreement nevertheless shall continue in effect as to the
outstanding Claims of each Creditor until this Agreement is terminated in
accordance with the provisions hereof.

12. Notice of Acceleration. Foothill, Federal, and Wells Fargo each
shall endeavor, in good faith, to provide each other with notice (in
accordance with the notice provisions hereof) of their acceleration of the
Foothill Claim, the Federal Claim, or the Wells Fargo Claim, as applicable;
provided, however, that neither Foothill, nor Federal, nor Wells Fargo shall
suffer any liability whatsoever for any failure (other than a wilful failure)
to send such notification.

13. UCC Notices. In the event that any Creditor shall be required by
the UCC or any other applicable law to give any notice to the other Creditor,
such notice shall be given in accordance with the notice provisions hereof,
and five (5) Business Days notice shall be conclusively deemed to be
commercially reasonable.

14. Independent Credit Investigations. No Creditor, nor any of their
respective directors, officers, agents, or employees, shall be responsible to
any other Creditor or to any other person or entity for any Obligor's
solvency, creditworthiness, financial condition, or ability to repay any of
the Claims or for the accuracy of any recitals, statements, representations,
or warranties of any such Obligors, oral or written, or for the validity,
sufficiency, enforceability, or perfection of the Claims or the Credit
Documents, or any security interests or liens or Rights of Offset granted by
any such Obligors to any Creditor in connection therewith. Each Creditor has
entered into its respective financing agreements with the Obligors based upon
its own independent investigation, and makes no warranty or representation to
the other Creditor, nor does it rely upon any representation of the other
Creditor with respect to matters identified or referred to in this paragraph.

15. Perfection of Possessory Security Interests. For the limited
purpose of perfecting the security interests or liens or Rights of Offset of
the Creditors in those types or items of Collateral in which a security
interest or lien or Right of Offset may be perfected by possession, each
Creditor hereby appoints the other Creditors as its bailee for the limited
purpose of possessing on its behalf any such Collateral that may come into the
possession of such other Creditors from time to time, and each Creditor agrees
to act as the others' bailee for such limited purpose of perfecting the
others' security interest or lien or Right of Offset by possession through a
bailee, provided that no Creditor shall incur any liability to the other
Creditors by virtue of acting as the others' bailee hereunder, and any
Creditor may relinquish possession of Collateral in its possession to another
Creditor without the consent of any other Creditor, and without incurring
liability to any other Creditor. In this regard, Wells Fargo agrees to use
its reasonable best efforts to perfect and assist Foothill in the perfection
of its security interests and liens with respect to the Obligors' rights in
and to any and all deposit accounts, investment accounts, or other similar
financial products provided by Wells Fargo to the Obligors.

16. Waiver of Right to Require Marshaling. Each Creditor hereby
expressly waives any right that it otherwise might have to require any other
Creditor to marshal Assets or to resort to Collateral in any particular order
or manner, whether provided for by common law or statute. No Creditor shall
be required to enforce any guaranty or any security interest or lien or Right
of Offset given by any Obligor as a condition precedent or concurrent to the
taking of any enforcement action with respect to the Collateral.

17. Termination. This Agreement is a continuing agreement, and,
unless each of the Creditors has specifically consented in writing to its
earlier termination, this Agreement shall remain in full force and effect in
all respects until the later of (a) such time as the Foothill Claims are paid
or otherwise satisfied in full, Foothill has no further commitment to extend
credit facilities to Robertson-Ceco, and Foothill has released or terminated
its security interests and liens in the Collateral, and (b) such time as the
Wells Fargo Claims are paid or otherwise satisfied in full, Wells Fargo has no
further commitment to extend credit facilities to Robertson-Ceco (or any
commitment to Foothill to extend such credit facilities to Robertson-Ceco),
and Wells Fargo has released or terminated its security interests and liens in
the Collateral.

18. Accountings. Each Creditor agrees, upon the occurrence of any
Enforcement Action, to provide the other Creditors upon reasonable request
periodic accountings of the amount of such Creditor's Claims, giving effect to
any applications of realizations upon Collateral.

19. Effect of Bankruptcy. This Agreement shall be and remain
enforceable notwithstanding any bankruptcy or other insolvency proceeding by
or against Robertson-Ceco or any other Obligor and shall apply with full force
and effect to any indebtedness arising pursuant to debtor-in-possession
financing arrangements or pursuant to financing arrangements entered into in
connection with the confirmation of a plan of reorganization under chapter 11
of the Bankruptcy Code.

20. Effect of Dispositions of Collateral on Junior Security Interests.
Creditors agree that (a) any UCC collection, exchange, sale, or other
disposition of Personal Property Collateral constituting Foothill Collateral
by Foothill shall be free and clear of the junior security interests, liens,
or Rights of Offset of Wells Fargo and Federal in such Personal Property
Collateral (provided that such security interests, liens, or Rights of Offset
of Wells Fargo and Federal shall attach, subject to the senior security
interest, lien, or Right of Offset of Foothill, to the proceeds of any such
collection, exchange, sale, or other disposition and any surplus, after the
application of the proceeds in accordance with Section 4 hereof, shall be
remitted to Wells Fargo or Federal, as applicable, in accordance with the
provisions hereof), (b) any UCC collection, exchange, sale, or other
disposition of Personal Property Collateral constituting Wells Fargo Cash
Collateral by Wells Fargo shall be free and clear of the junior security
interests, liens, or Rights of Offset of Foothill and Federal in such Personal
Property Collateral (provided that such security interests, liens, or Rights
of Offset of Foothill and Federal shall attach, subject to the senior security
interest, lien, or Right of Offset of Wells Fargo, to the proceeds of any such
collection, exchange, sale, or other disposition and any surplus, after the
application of the proceeds in accordance with Section 4 hereof, shall be
remitted to Foothill or Federal, as applicable, in accordance with the
provisions hereof), (c) any UCC collection, exchange, sale, or other
disposition of Personal Property Collateral constituting Foothill Collateral
by Wells Fargo shall be (i) free and clear of the junior security interest,
lien, or Right of Offset of Federal in such Personal Property Collateral
(provided that such security interest, lien, or Right of Offset of Federal
shall attach, subject to the senior security interests, liens, or Rights of
Offset of Foothill and Wells Fargo, to the proceeds of any such collection,
exchange, sale, or other disposition and any surplus, after the application of
the proceeds in accordance with Section 4 hereof, shall be remitted to Federal
in accordance with the provisions hereof), and (ii) subject to the senior
security interest, lien, or Right of Offset of Foothill in such Personal
Property Collateral; provided, however, that any amounts realized by Wells
Fargo with respect to the collection, exchange, sale, or other disposition of
its junior priority security interest, lien, or Right of Offset in Money,
Accounts, General Intangibles constituting a right to payment of Money (other
than the Wells Fargo Cash Collateral), and Negotiable Collateral shall be
turned over to Foothill to be applied in reduction of the Foothill Claim or
held by Foothill as cash collateral in accordance with the provisions of
Section 4 hereof; (d) any UCC collection, exchange, sale, or other disposition
of Personal Property Collateral constituting Foothill Collateral or Wells
Fargo Cash Collateral by Federal shall be subject to the senior security
interests, liens, or Rights of Offset of Foothill or Wells Fargo in such
Personal Property Collateral; provided, however, that any amounts realized by
Federal with respect to the collection, exchange, sale, or other disposition
of its junior priority security interest, lien, or Right of Offset in Money,
Accounts, General Intangibles constituting a right to payment of Money (other
than the Wells Fargo Cash Collateral), and Negotiable Collateral shall be
turned over to Foothill to be applied in reduction of the Foothill Claim or
held by Foothill as cash collateral in accordance with the provisions of
Section 4 hereof and, thereafter, to Wells Fargo to be applied in reduction of
the Wells Fargo Claim or held by Wells Fargo as cash collateral in accordance
with the provisions of Section 4 hereof; provided further, however, that any
amounts realized by Federal with respect to the collection, exchange, sale, or
other disposition of its junior priority security interest, lien, or Right of
Offset in the Wells Fargo Cash Collateral shall be turned over to Wells Fargo
to be applied in reduction of the Wells Fargo Claim or held by Wells Fargo as
cash collateral in accordance with the provisions of Section 4 hereof and,
thereafter, to Foothill to be applied in reduction of the Foothill Claim or
held by Foothill as cash collateral in accordance with the provisions of
Section 4 hereof; (e) any foreclosure sale of Real Property Collateral by
Foothill, or any collection by Foothill of rents, issues, or profits that are
part of the Real Property Collateral, shall be free and clear of the junior
security interests or liens of Wells Fargo and Federal in such Real Property
Collateral (provided that such security interests or liens of Wells Fargo and
Federal shall attach, subject to the senior security interest or lien of
Foothill, to the proceeds of any such collection or other disposition and any
surplus, after the application of the proceeds in accordance with Section 4
hereof, shall be remitted to Wells Fargo and Federal, as applicable, in
accordance with the provisions hereof); (f) any foreclosure sale of Real
Property Collateral by Wells Fargo, or any collection by Wells Fargo of rents,
issues, or profits that are part of the Real Property Collateral, shall be (i)
free and clear of the junior security interests or liens of Federal in such
Real Property Collateral (provided that such security interest or lien of
Federal shall attach, subject to the senior security interests or liens of
Foothill and Wells Fargo, to the proceeds of any such collection or other
disposition and any surplus, after the application of the proceeds in
accordance with Section 4 hereof, shall be remitted to Federal in accordance
with the provisions hereof), and (ii) subject to the senior security interest
or lien of Foothill in such Real Property Collateral; provided, however, that
any amounts realized by Wells Fargo with respect to the collection of rents,
issues, or profits that are part of the Real Property Collateral by Wells
Fargo shall be turned over to Foothill to be applied in reduction of the
Foothill Claim or held by Foothill as cash collateral in accordance with the
provisions of Section 4 hereof; and (g) any foreclosure sale of Real Property
Collateral by Federal, or any collection by Federal of rents, issues, or
profits that are part of the Real Property Collateral, shall be subject to the
senior security interests or liens of Foothill and Wells Fargo in such Real
Property Collateral; provided, however, that any amounts realized by Federal
with respect to the collection of rents, issues, or profits that are part of
the Real Property Collateral by Federal shall be turned over to Foothill to be
applied in reduction of the Foothill Claim or held by Foothill as cash
collateral in accordance with the provisions of Section 4 hereof and,
thereafter, to Wells Fargo to be applied in reduction of the Wells Fargo Claim
or held by Wells Fargo as cash collateral in accordance with the provisions of
Section 4 hereof.

21. Notices. All notices hereunder shall be effective upon receipt,
shall be in writing, and shall be sent by U.S. mail, Federal Express overnight
courier (or the equivalent), hand delivery by a reputable and reliable
professional courier service, mailgram, telefacsimile, telegram, or telex as
follows:

If to Wells Fargo: WELLS FARGO BANK, N.A.
420 Montgomery Street
San Francisco, CA 94163
Attn: Mr. Lenny Mason

<PAGE>
With a copy to: GIBSON, DUNN & CRUTCHER
One Montgomery Street, 31st Floor
San Francisco, CA 94104
Attn: Kathryn Coleman, Esq.

If to Foothill: FOOTHILL CAPITAL CORPORATION
11111 Santa Monica Boulevard, Suite 1500
Los Angeles, CA 90025
Attn: Business Finance Division Manager

With a copy to: BROBECK, PHLEGER & HARRISON
550 S. Hope Street, Suite 2100
Los Angeles, CA 90071
Attn: John Francis Hilson, Esq.

If to Federal: FEDERAL INSURANCE COMPANY
Surety Claims Department
15 Mountain View Road
Warren, New Jersey 07061-1615
Attn: Walter J. Maxwell, Esq.

With a copy to: SACKS MONTGOMERY, P.C.
800 Third Avenue
New York, NY 10022
Attn: David E. Montgomery, Esq.

The parties hereto may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other. The failure to send a copy of notice to the individuals who are shown
above as being required to receive copies shall not invalidate or otherwise
affect the validity of a notice that is otherwise effectively given. All
notices or demands sent in accordance with this section shall be deemed
received on the earlier of the date of actual receipt or five (5) Business
Days after the deposit thereof in the mail.

22. No Benefit to Third Parties. The terms and provisions of this
Agreement shall be for the sole benefit of Foothill, Federal, and Wells Fargo
and their respective successors and assigns, and no other person (including
Robertson-Ceco, any other Obligor, Acstar, or Reliance), firm, entity, or
corporation shall have any right, benefit, priority, or interest under, or
because of this Agreement.

23. Governing Law. This Agreement and all matters related hereto
shall be governed as to validity, interpretation, enforcement, and effect by
the laws of the State of California.

24. Further Assurances. The parties hereto agree to execute and
deliver such other documents and to take such action as reasonably may be
required to carry out the purposes and intent of this Agreement, including the
execution of releases and termination statements. In this regard, Federal
agrees, upon request from either Foothill or Wells Fargo, to execute and
deliver intercreditor agreements with Acstar and Reliance to reflect the
priorities in the Acstar Collateral and the Reliance Collateral as set forth
in Section 4 hereof, such intercreditor agreements to be substantially
identical to the Acstar Intercreditor Agreements and the Reliance
Intercreditor Agreements, respectively.

25. Attorneys Fees. If any legal action or proceeding is brought by
any party hereto to enforce or construe a provision of this Agreement, the
unsuccessful party in such action or proceeding, irrespective of whether such
action or proceeding is settled or prosecuted to final judgment, shall pay all
of the reasonable attorneys fees and costs incurred by the prevailing party.

26. Modifications in Writing. No amendment, modification, supplement,
termination, consent, or waiver of or to any provision of this Agreement nor
any consent to any departure therefrom shall in any event be effective unless
the same shall be in writing and signed by or on behalf of each of the
Creditors. Any waiver of any provision of this Agreement, or any consent to
any departure from the terms of any provisions of this Agreement, shall be
effective only in the specific instance and for the specific purpose for which
given.

27. Waivers; Failure or Delay. No failure or delay on the part of any
Creditor in the exercise of any power, right, remedy, or privilege under this
Agreement shall impair such power, right, remedy, or privilege or shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such power, right, or privilege preclude any other or further exercise of any
other power, right, or privilege. The waiver of any such right, power,
remedy, or privilege with respect to particular facts and circumstances shall
not be deemed to be a waiver with respect to other facts and circumstances.

28. Headings. Section headings used in this Agreement are for
convenience of reference only and shall not constitute a part of this
Agreement for any purpose or affect the construction of this Agreement.

29. Severability of Provisions. Any provision of this Agreement which
is illegal, invalid, prohibited, or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such illegality,
invalidity, prohibition, or unenforceability without invalidating or impairing
the remaining provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction.

30. Complete and Integrated Agreement. This Agreement is intended by
the parties as a final expression of their agreement and is intended as a
complete and integrated statement of the terms and conditions of their
agreement. In this regard, upon the effectiveness of this Agreement, this
Agreement shall supercede the terms and conditions of that certain
Intercreditor Agreement, dated as of April 30, 1993, between Foothill and
Wells Fargo. This Agreement shall not be modified except in a writing signed
by the party to be charged, and may not be modified by conduct or oral
agreements.

31. Successors and Assigns. This Agreement is binding upon and inures
to the benefit of the successors and assigns of each Creditor. Each Creditor
agrees to maintain a copy of this Agreement together with its copies of the
Credit Documents relating to its Claims. Each Creditor expressly reserves its
right to transfer or assign its Claims, in whole or in part, together with its
rights hereunder, provided that, prior to transferring or assigning any
interest in its Claims to any person or entity, each Creditor shall disclose
to such person or entity the existence and contents of this Agreement, shall
provide to such person or entity a complete and legible copy hereof, and shall
advise such person or entity that such Creditor's interests in the Collateral
is subject to the terms hereof. Each Creditor agrees that at the request of
another Creditor, it shall enter into an agreement containing the same or
substantially similar terms as are provided under this Agreement, with any
person or entity that refinances or proposes to refinance the requesting
Creditor's Claim.

32. Release of Collateral. Creditors agree that any Creditor may
release or refrain from enforcing its security interest in any Collateral, or
permit the use or consumption of such Collateral by Robertson-Ceco or any
other Obligor, free of such Creditor's security interest, without incurring
any liability to the other Creditors. The foregoing shall not, however, be
deemed to affect the other Creditors' rights hereunder or to override or
conflict with any covenant binding upon Robertson-Ceco, or the other Obligors,
in the Foothill Agreements, the Federal Agreements, or the Wells Fargo
Agreements. In the event of any sale or disposition by any Obligor of
Collateral, Wells Fargo, Federal, and Foothill agree that the Creditor that
holds the first lien on, the security interest in, or Right of Offset with
respect to such Collateral shall be entitled to make the determination as to
whether to release such Collateral in order to facilitate such sale or
disposition. To the extent that Wells Fargo or Foothill, as applicable,
determine to release its senior lien, security interest, or Right of Offset
with respect to such item or items of Collateral, it shall provide written
notice of such determination to the other Creditors whereupon such other
Creditors shall be obligated to execute any and all documents reasonably
required in order to release their junior liens, security interests, or Rights
of Offset with respect to the subject item of Collateral (but not the proceeds
of such sale or disposition).

33. Counterparts; Telecopy Execution. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an
original, admissible into evidence, and all of which together shall be deemed
to be a single instrument. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of a
manually executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile shall also deliver a
manually executed counterpart of this Agreement but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Agreement.

34. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO, AND EACH OF THEM, TO
THE FULLEST EXTENT THEY MAY LEGALLY DO SO, HEREBY KNOWINGLY, EXPRESSLY, AND
VOLUNTARILY WAIVE AND RELINQUISH ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT
TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL
TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE. TO THE FULLEST EXTENT THEY MAY LEGALLY DO SO, SUCH PARTIES HEREBY
AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING
SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER
OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

<PAGE>
IN WITNESS WHEREOF, Wells Fargo, Federal, and Foothill have executed
this Agreement as of the day and year first above written.

FOOTHILL CAPITAL CORPORATION,
a California corporation

By_________________________________

Title:_______________________________

WELLS FARGO BANK, N.A.,
a national banking association

By_________________________________

Title:_______________________________

FEDERAL INSURANCE COMPANY,
a Indiana corporation

By_________________________________

Title:_______________________________

<PAGE>
ACKNOWLEDGEMENT, CONSENT AND AGREEMENT TO BE BOUND

By executing this Agreement, Robertson-Ceco acknowledges and consents to
this Agreement and agrees to be bound by the provisions hereof, as of the day
and year first above written. Robertson-Ceco further agrees that the terms of
this Agreement shall not give it any substantive rights vis-a-vis Wells Fargo,
Federal, or Foothill. If Wells Fargo, Foothill, or Federal shall enforce
their rights or remedies in violation of the terms of this Agreement,
Robertson-Ceco agrees that it shall not have the right to assert such
violation as a defense against Wells Fargo, Federal, or Foothill, as
applicable, or assert such violation as a counterclaim or basis for set-off or
recoupment. By its execution of this Agreement, to the maximum extent
permitted by law, Robertson-Ceco expressly waives any right that it has under
Section 952 of the California Financial Code.

ROBERTSON-CECO CORPORATION,
a Delaware corporation

By_________________________________

Title:_______________________________

EXHIBIT 10.21

INTERCREDITOR AGREEMENT

This Intercreditor Agreement, dated as of November 18, 1993, is made
between Foothill Capital Corporation ("Foothill") and ACSTAR Insurance Company
("Surety"), as surety under the Surety Agreement (as defined in Recital B
below).

RECITALS

A. Robertson-CECO Corporation, a Delaware corporation ("Robertson"),
and Foothill have entered into that certain Loan and Security Agreement dated
as of April 12, 1993 (as the same may be amended, restated, modified or
supplemented from time to time, the "Loan Agreement"), pursuant to which
Foothill has agreed to make certain credit facilities available to Robertson,
on the terms and conditions set forth therein. A copy of the Loan Agreement
has been delivered to Surety.

B. Surety has entered into that certain Indemnity Agreement, executed
on October 26, 1993 (as the same may be amended, restated, modified or
supplemented from time to time, the "Surety Agreement"), in favor of Surety, a
copy of which is attached as Exhibit A hereto, pursuant to which Surety has
agreed to entertain performance and surety bond ("Bonds") requests for the
benefit of Robertson and its subsidiaries (collectively, "Company") in the
ordinary course of its business to assure the performance by Company of its
obligations to third parties under manufacturing, construction and related
contracts (the "Bonded Contracts").

C. As security for the obligations of Robertson to Foothill under the
Loan Agreement (the "Foothill Obligations"), Robertson has granted to Foothill
a security interest in all accounts receivable, inventory, equipment, general
intangibles, deposit accounts, cash, investments and other assets, and
proceeds of the foregoing (the "Foothill Collateral"), as described in the
Loan Agreement. The security interest in the Foothill Collateral is intended
to be of first priority, except that the security interest in the portion of
the Foothill Collateral that also constitutes Surety First Priority Collateral
(as defined below) is intended to be of second priority. The Foothill
Collateral other than the Surety First Priority Collateral is herein referred
to as the "Foothill First Priority Collateral."

D. As security for the obligations of Company to Surety under the
Surety Agreement (the "Surety Obligations"), Company has granted to Surety a
security interest in certain assets of Company particularly described in
Paragraph 6 of the Surety Agreement (the "Surety Collateral"). The Surety
Collateral includes all accounts receivable related to Bonded Contracts (the
"Bonded Receivables") and contract rights related to the Bonded Receivables
(collectively, with the Bonded Receivables, the "Surety First Priority
Collateral"). The security interest in the Surety First Priority Collateral
is intended to be of first priority, and the security interest in the
remaining Surety Collateral is intended to be of second priority. The Loan
Agreement and the Surety Agreement are collectively referred to herein as the
"Security Documents." The Foothill Collateral and the Surety Collateral are
collectively referred to herein as the "Collateral."

E. Foothill and Surety desire to set forth their respective rights as
regards the Collateral.

Now, therefore, the parties hereto agree as follows:

<PAGE>
AGREEMENT

1. Definitions. As used herein, the term "Loss" shall mean all
indemnifiable or reimbursable costs, expenses, liabilities and losses of
Surety, pursuant to the Surety Agreement, and the terms "Business Day" and
"Insolvency Proceeding" shall have the meanings set forth for such terms in
the Loan Agreement.

2. Exercise of Rights under Security Documents.

(a) Foothill shall be permitted and is hereby authorized
to take any and all actions and to exercise any and all rights, remedies and
options which it may have under the Loan Agreement with respect to the
Foothill First Priority Collateral, or any part thereof, without objection or
interference by Surety.

(b) Surety shall be permitted and is hereby authorized to
take any and all actions and to exercise any and all rights, remedies and
options which Surety may have under the Surety Agreement with respect to the
Surety First Priority Collateral, or any part thereof, without objection or
interference by Foothill.

(c) Notwithstanding the foregoing, Surety agrees that it
shall not take any action or exercise any rights or enforce any remedies
provided for in the Surety Agreement or available under applicable law to
foreclose its security interest in the Surety First Priority Collateral,
without having given at least 10 Business Days prior written notice to
Foothill by certified mail, return receipt requested.

(d) Foothill shall not take any action, exercise any
rights, receive any payments, or avail itself of any remedies or options under
the Loan Agreement or available under applicable law with respect to the
Foothill Collateral which also constitutes Surety First Priority Collateral,
or any part thereof, without the prior written consent of the Surety; provided
that if Foothill shall have requested such consent from Surety by certified
mail, return receipt requested, and Surety (i) has not responded to such
request within 15 Business Days or (ii) has notified Foothill that it has
refused to give such consent, but has not commenced proceedings to foreclose
or otherwise exercise its rights, remedies or options with respect to the
Surety Collateral within 30 Business Days following the initial request from
Foothill, then Foothill shall be permitted and is hereby authorized to take
any action or exercise any rights, remedies or options under the Loan
Agreement with respect to the Surety First Priority Collateral, or any part
thereof, without objection or interference by Surety. Any amounts received by
Foothill in respect of Surety First Priority Collateral shall be segregated
and held in trust for, and promptly paid over to, Surety.

(e) Surety shall not take any action, exercise any rights,
receive any payments, or avail itself of any remedies or options under the
Security Agreement or available under applicable law with respect to Foothill
First Priority Collateral prior to the termination of this Agreement in
accordance with Section 9(c) hereof. Any amounts received by Surety in
respect of Foothill First Priority Collateral shall be segregated and held in
trust for, and promptly paid over to, Foothill.

3. Priority and Subordination. Each of Foothill and Surety
agrees to take or cause to be taken such actions, including the filing of
financing statements in the appropriate jurisdictions, to perfect their
respective security interests in the Collateral. Foothill and Surety agree
that, notwithstanding the order or time of perfection by Foothill and Surety
of their respective security interests in the Collateral, the order of
priority with respect to the Collateral as between them shall be as follows:

<PAGE>
(a) The lien and security interest of Foothill in the
Surety First Priority Collateral under the Loan Agreement are and shall
continue to be subject, subordinate and junior in all respects to the lien and
security interest of Surety in the Surety First Priority Collateral under the
Surety Agreement and any and all advances and future advances under the Surety
Agreement, whether or not such advances or future advances are obligatory, and
to all terms, covenants and conditions contained in the Surety Agreement
applicable to the Surety First Priority Collateral.

(b) The lien and security interest of Surety in the
Foothill First Priority Collateral under the Surety Agreement are and shall
continue to be subject, subordinate and junior in all respects to the lien and
security interest of Foothill in the Foothill First Priority Collateral.

(c) Surety has no interest, nor shall Surety request or
obtain any interest, in any Collateral other than the Surety Collateral and
letters of credit for account of the Company issued to Surety as beneficiary,
as to which Foothill releases any interest therein.

4. Application of Proceeds of Collateral.

(a) Any and all cash and other amounts received by Company
in connection with a disposition of Collateral prior to any enforcement of the
Security Documents by Surety or Foothill may, subject to the provisions of the
Loan Agreement, be used by Company for general working capital purposes.

(b) Any and all cash and other amounts actually received
by Surety or Foothill in connection with the enforcement of the Security
Documents after the occurrence and during the continuance of an Event of
Default under the Loan Agreement or a default under the Surety Agreement,
including the proceeds of any collection, foreclosure, sale or other
disposition of the Collateral or any portion thereof (collectively, the
"Proceeds") shall be promptly applied as follows:

If the Proceeds relate to Collateral that is Foothill
First Priority Collateral:

first, to the reasonable costs and expenses (including
reasonable attorneys' fees and disbursements) incurred by Foothill in
connection with such collection, foreclosure, sale or other disposition;

second, toward payment of the Foothill Obligations, in
accordance with the Loan Agreement, until the Foothill Obligations shall
have been paid in full;

third, toward payment of any Loss; and

fourth, to Company or whomsoever may be lawfully
entitled thereto.

If the Proceeds relate to Collateral that is Surety
First Priority Collateral:

first, to the reasonable costs and expenses (including
reasonable attorneys' fees and disbursements) incurred by Surety in
connection with such collection, foreclosure, sale or other disposition;

second, toward payment of any Loss;

third, toward payment of the Foothill Obligations,
until the Foothill Obligations shall have been paid in full; and

fourth, to Company or whomsoever may be lawfully
entitled thereto.

5. Information.

(a) Foothill agrees that it will notify Surety immediately
(i) in the event it elects to terminate its commitments under the Loan
Agreement, (ii) upon the occurrence of an Event of Default under, and as
defined in, the Loan Agreement, and (iii) upon the exercise of any of its
remedies after the occurrence of such Event of Default.

(b) Surety agrees that it will notify Foothill immediately
upon (i) its decision to cease to consider requests by Company for the
issuance of any Bonds, (ii) the occurrence of any default under the Surety
Agreement, and (iii) its decision to take possession or control of the work
under any Bonded Contract in order to complete such Bonded Contract.

(c) Each of Surety and Foothill agrees to cooperate fully
with the other and to provide such information as the other may reasonably
request in connection with any action taken to foreclose, collect, sell,
dispose or otherwise take any other action with respect to the Collateral or
any portion thereof or to enforce any provisions of the Security Documents or
this Agreement.

(d) Each of Surety and Foothill agrees promptly upon
request to certify to the other from time to time the amount of Obligations
outstanding under the Surety Agreement or the Loan Agreement, as the case may
be, in connection with distribution of proceeds set forth in this Agreement.
Any funds held by Surety which are to be distributed to Foothill in accordance
with this Agreement shall be segregated and held in trust for, and promptly
paid over to, Foothill. Any funds held by Foothill which are to be
distributed to Surety in accordance with this Agreement shall be segregated
and held in trust for, and promptly paid over to, Surety. The basis set forth
in this Agreement for allocation and distribution of any such funds shall
apply in the context of an Insolvency Proceeding filed by or against Company.

(e) Neither Surety nor Foothill shall have any
responsibility to provide the other with any credit, financial or other
information concerning the business, financial condition or operations of
Company or any of its affiliates which may come into its possession.

(f) Neither Surety nor Foothill shall have any duty to
keep itself informed as to the performance or observance of any of the
Foothill Obligations or the Surety Obligations, as the case may be.

6. Use and Control of Bonded Contract Equipment. Foothill
agrees that it shall not interfere with any right of Surety to:

(a) use all of the tools and equipment belonging to
Company employed in the performance of Bonded Contracts for duration of the
performance of such Bonded Contract; provided that Surety shall maintain and
preserve or cause to be maintained and preserved, in good order and repair,
all such tools and equipment; and provided, further, that upon foreclosure by
Foothill against the Foothill Collateral, any right of Surety to use such
tools and equipment shall be subject to the payment by Surety to Foothill of a
reasonable, fair market daily rent therefor; and

(b) visit and inspect any of the properties of Company,
including its and their books, records, drawings, blue prints, job logs,
payment requests, sworn statements, checks and all other documents, computer
tapes, discs or other electronically recorded data and all other tangible
records pertaining to Bonded Contracts.

7. Purchase of Materials. Foothill agrees that if Foothill has
then foreclosed against the Foothill Collateral, upon the occurrence of a
default under the Surety Agreement, Surety may, upon 10 Business Days notice
to Foothill, purchase from Foothill, and Foothill agrees to sell to Surety,
such of the Collateral comprised of materials which are work-in-process or
finished goods and which are necessary to enable Surety to complete work on a
Bonded Contract; provided that Surety shall not be required to purchase from
Foothill any materials which were previously sold by Company and for which
payment was received by Company. Such materials shall be purchased for a
price equal to the book value of such materials on the books and records of
Company immediately prior to foreclosure by Foothill, which price shall be
paid by Surety to Foothill, in immediately available funds, on the earlier of
90 days after Surety obtains possession of the materials or 15 days after the
completion of the related Bonded Contract by the Surety or otherwise.

8. Amendment of Surety Agreement or Loan Agreement. No
amendment to the Surety Agreement or the Loan Agreement, as the case may be,
shall be effective without the written concurrence of Foothill or Surety, as
the case may be, if the effect of such amendment is to materially adversely
affect the interests of Foothill under the Loan Agreement or Surety under the
Surety Agreement, as the case may be.

9. No Inconsistencies. Foothill, Surety and, by its
acknowledgment below, Robertson (for itself and on behalf of its
subsidiaries), agree that in the event of any inconsistency between any term
or provision of this Agreement and any term or provision of the Surety
Agreement or the Loan Agreement, this Agreement shall control. Without
limiting the generality of the foregoing, Foothill, Surety and Robertson agree
that the use of all tools and equipment shall be governed by Section 6 hereof.

10. Miscellaneous.

(a) All notices, requests, demands, directions, and other
communications provided for hereunder must be in writing and must be mailed,
telegraphed, telecopied, delivered, or sent by telex, or cable to the
appropriate party at the address set forth on the signature pages of this
Agreement at any other address as may be designated by it in a written notice
sent to all other parties hereto in accordance with this Section 10(a). Any
notice, request, demand, direction, or other communication given by telegram,
telecopier, telex, or cable must be confirmed within 48 hours by letter mailed
or delivered to the appropriate party at its respective address. Except as
otherwise expressly provided herein, if any notice, request, demand,
direction, or other communication required or permitted by this Agreement is
given by mail it will be effective on the earlier of receipt or the third
calendar day after deposit in the United States mail with first class or
airmail postage prepaid; if given by telegraph or cable, when delivered to the
telegraph company with charges prepaid; if given by telex or telecopier, when
received; or if given by personal delivery, when delivered.

(b) This Agreement may be modified or waived only by an
instrument or instruments in writing signed by each party including, with
respect to Section 9 hereof only, Robertson. This Agreement shall be binding
upon and inure to the benefit of Foothill, Surety and their respective
successors and assigns. This Agreement may be executed in any number of
counterparts and any party hereto may execute any counterpart, each of which
when executed and delivered will be deemed to be an original and all of which
counterparts of this Agreement, taken together, will be deemed to be but one
and the same instrument. The execution of this Agreement by any party hereto
will not become effective until counterparts hereof have been executed by all
such parties. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.

(c) This Agreement shall terminated upon the earlier to
occur of the payment in full of the Foothill Obligations or Surety
Obligations.

<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.

FOOTHILL CAPITAL CORPORATION

By:________________________________

Its: ______________________________

Address:

11111 Santa Monica Boulevard
Suite 1500
Los Angeles, CA 90025
Attn: Business Finance Division Manager

ACSTAR INSURANCE COMPANY

By:________________________________

Its:_______________________________

Address:

233 Main Street
New Britain, CT 06050-2350
Attn: President

Acknowledged and Agreed:

ROBERTSON-CECO CORPORATION

By:________________________________

Its:_______________________________

Address:

222 Berkeley Street
Boston, MA 02116
Attn: Treasurer
<PAGE>
AMENDMENT TO INTERCREDITOR AGREEMENT

This AMENDMENT TO INTERCREDITOR AGREEMENT (this "Amendment") is entered
into as of April 17, 1994, by and between Foothill Capital Corporation
("Foothill") and ACSTAR Insurance Company ("Surety"), with reference to the
following facts:

A. Pursuant to that certain Intercreditor Agreement, dated as of
November 18, 1993 (the "Agreement"), between Foothill and Surety,
Foothill and Surety agreed to the relative priorities of their
respective liens and security interests in the Collateral of
Robertson-Ceco Corporation; and

B. All capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual premises contained
herein, Foothill and Surety hereby agree as follows:

1. Amendment to Agreement. Section 8 of the Agreement is
hereby deleted in its entirety and the following is hereby substituted in lieu
thereof:

"8. Amendments to Surety Agreement or Loan Agreement. No
Amendment to the Surety Agreement or the Loan Agreement, as the
case may be, shall be effective without the written concurrence of
Foothill or Surety, as the case may be, if the effect of such
amendment is to materially adversely affect the interests of
Foothill under the Loan Agreement or Surety under the Surety
Agreement, as the case may be; provided, however, that any
increase in the amount of the Surety Obligations or the Foothill
Obligations (including, without limitation, any increase in the
"Maximum Amount" (as defined in the Loan Agreement)), as the case
may be, shall not be deemed to have a material adverse effect on
the interests of Foothill under the Loan Agreement or Surety under
the Surety Agreement, as the case may be."

2. Representations and Warranties. Each party hereto
represents and warrants to the other party that (a) the execution, delivery,
and performance of this Amendment and of the Agreement, as amended by this
Amendment, are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of its charter
or bylaws, or of any contract or undertaking to which it is a party or by
which any of its properties may be bound or affected, and (b) this Amendment
and the Agreement, as amended by this Amendment, constitute such party's
legal, valid, and binding obligation, enforceable against such party in
accordance with its terms.

3. Effect on Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its terms and
is hereby ratified and confirmed in all respects. The execution, delivery,
and performance of this Amendment shall not operate as a waiver of or, except
as expressly set forth herein, as an amendment, of any right, power, or remedy
of the parties under the Agreement, as in effect prior to the date hereof.

<PAGE>
4. Miscellaneous.

a. Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "this Intercreditor
Agreement", "hereunder", "herein", "hereof" or words of like import referring
to the Agreement shall mean and refer to the Agreement as amended by this
Amendment.

b. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.

c. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.

FOOTHILL CAPITAL CORPORATION

By: _________________________________

Its: ___________________________

ACSTAR INSURANCE COMPANY

By: _________________________________

Its: ___________________________

Acknowledged and Agreed:

ROBERTSON-CECO CORPORATION

By: _________________________________

Its: ___________________________

EXHIBIT 10.43
Settlement Agreement

This Settlement Agreement ("Agreement") is made this 3rd day of March,
1995, by and between Robertson-Ceco Corporation ("Robertson-Ceco") and Federal
Insurance Company ("Federal").

WHEREAS, Robertson-Ceco is the successor entity resulting from a merger
between H. H. Robertson Company and Ceco Industries, Inc. which occurred on or
about November 8, 1990; and

WHEREAS, Federal and H. H. Robertson Company had previously entered into
a General Agreement of Indemnity on May 9, 1977, a copy of which is attached
hereto as Exhibit A, which provided that bonds and other undertakings by
Federal on behalf of H. H. Robertson Company would be subject to the terms and
conditions contained therein; and

WHEREAS, in August, 1986, pursuant to the General Agreement of
Indemnity, Federal issued a Performance Bond ("the Performance Bond"), a copy
of which is attached hereto as Exhibit B in the amount of $26,692,000 in favor
of Tishman Construction Corporation ("Tishman") and Morgan Guaranty Trust
Company ("Morgan") relating to a subcontract entered into between Tishman (as
general contractor) and the Cupples Products Division of H. H. Robertson
Company (as subcontractor) by which the Cupples Products Division of H.H.
Robertson Company agreed to construct a curtain wall for the building which
Tishman agreed to construct for Morgan at 60 Wall Street, New York, New York
(the "Project"); and

WHEREAS, litigation entitled Cupples Products Division of H.H. Robertson
Company, Plaintiff -against- Morgan Guaranty Trust Company of New York, et
al., Defendants has been filed in the New York State Supreme Court (New York
County Clerk's Index Number 19448/90) by and between Robertson-Ceco (as the
successor to H. H. Robertson Company), Tishman, Morgan, Federal and others
concerning the performance of Robertson-Ceco's subcontract and the amounts
allegedly due to or from Robertson-Ceco as the result of its performance
pursuant to its subcontract, in which Robertson-Ceco has claimed damages from
Tishman and Morgan in an amount in excess of $14 million, and concerning
Federal's obligations with respect to amounts allegedly owed by Robertson-Ceco
to Tishman and/or Morgan (the "New York Litigation"); and

WHEREAS, the parties believe that Robertson-Ceco's losses of over $14
million were caused by the breaches of contract by Morgan and Tishman, and
that Robertson-Ceco and Federal have meritorious defenses to Morgan's and
Tishman's claims; and

WHEREAS, on or about November 21, 1994, Federal filed a lawsuit in the
United States District Court for the District of Massachusetts entitled
Federal Insurance Company, Plaintiff -against- Robertson-Ceco Corporation,
Defendant (Civil Action No. 94-12316-PBS), (the "Massachusetts Litigation"),
alleging various claims relating to the obligations of Robertson-Ceco under or
relating to, the General Agreement of Indemnity arising by virtue of Federal's
execution of the Performance Bond; and

WHEREAS, Federal has incurred extraordinary expenses in the form of
attorney's fees, expert fees and fees expended to enforce the obligations of
Robertson-Ceco under the General Agreement of Indemnity, and

WHEREAS, Federal will continue to incur extraordinary expenses in the
form of attorney's fees and expert fees necessary to prepare for and conduct
the trial of the New York Litigation.

WHEREAS, Robertson-Ceco for its own business reasons unrelated to the
merit or lack thereof of Morgan's and Tishman's claims, wants to fix and limit
its potential liability to Federal arising out of the New York Litigation.

WHEREAS, the parties hereto desire to settle the Massachusetts
Litigation and settle and compromise the respective rights, duties and
obligations between Robertson-Ceco and Federal pursuant to the New York
Litigation so as to relieve Robertson-Ceco of any further involvement, expense
or potential liability with respect to the New York Litigation except as the
consideration stated in the Agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth below,
the sufficiency of which is mutually acknowledged by the parties hereto, the
parties agree as follows:

The Pettibone Note

1. Robertson-Ceco hereby represents that it has entered into an
agreement with Pettibone Corporation ("Pettibone") for the sale of the Ceco
Concrete Division of Robertson-Ceco and that as part of the consideration of
that transaction, Pettibone will deliver to Robertson-Ceco a note made by Ceco
Concrete Construction Corp., payment of which is guaranteed by Pettibone, in
the amount of three million dollars ($3,000,000) (the "Pettibone Note") to be
paid over three years bearing an interest rate of seven percent (7%) per
annum. A copy of the form of the Pettibone Note is attached hereto as Exhibit
C.

Robertson-Ceco's Obligation

2. In addition to its other obligations, Robertson-Ceco, in
consideration of the agreements of Federal contained herein, shall pay to
Federal the sum of seven million ($7,000,000) dollars without interest, in
twenty-eight consecutive quarterly installments of two hundred fifty thousand
($250,000) dollars. The first such payment shall be made three weeks after
the Closing Date (as defined in Section 6 hereof) with subsequent payments
every three months thereafter.

Robertson-Ceco's Obligations at Closing

3. Subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements herein
contained, on the Closing Date (as defined in Section 6) Robertson-Ceco shall:

a. Assign and deliver to Federal the Pettibone Note together
with the written consent, in form acceptable to counsel for Federal, by Ceco
Concrete Construction Corp. and Pettibone to such assignment which further
confirms that Pettibone's guarantee runs directly to Federal upon such
assignment and delivery;

b. Deliver to Federal a guarantee of the Pettibone Note in the
form of a financial guarantee Insurance Policy issued by Asset Guaranty
Insurance Company, securing the payment of all principal and interest of the
Pettibone Note in accordance with the terms of the Pettibone Note, the premium
for said policy having been fully paid for the full term of the Pettibone
Note, said policy to be delivered in the form attached as Exhibit D;

c. Deliver to Federal a Security Agreement in the form annexed
as Exhibit E which grants to Federal a security interest in all of the assets
of Robertson-Ceco subject only to the prior interest of Foothill Capital
Corporation ("Foothill"), Wells Fargo Bank, ACSTAR Insurance Company, Reliance
Insurance Company, United Pacific Insurance Company and Planet Insurance
Company (the "R-C Secured Parties") in order to secure payment by
Robertson-Ceco of the seven million dollars ($7,000,000) as set forth in
Section 2 above;

d. Deliver to Federal all financing statements and/or other
documents required by Federal's counsel to perfect Federal's Security interest
in Robertson-Ceco's assets pursuant to the Security Agreement; and

e. Deliver to Federal a release in the form annexed as Exhibit
F.

f. Deliver to Federal documents signed by each of the R-C
Secured Parties who have a security interest in the Pettibone Note releasing
such security interest or other right which any of them may hold in the
Pettibone Note.

Federal's Obligations at Closing

4. Subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements herein
contained, on the Closing Date (as defined in Section 6) Federal shall:

a. Deliver to Robertson-Ceco a Limited Release in the form
annexed as Exhibit G.

Joint Obligations of Robertson-Ceco and Federal at Closing

5. At the Closing each of the parties by its attorneys will execute
an Agreement for Judgment in the form annexed as Exhibit H allowing for the
entry of judgment in the amount of $7,000,000 in the Massachusetts Litigation
which shall then be given to Federal. Federal agrees (1) that it will file
such Agreement for Judgment and obtain a judgment based upon such Agreement
only in the event of a default by Robertson-Ceco of the sort described in
Sections 12 and/or 24 hereof. Federal shall also concurrently furnish
Robertson-Ceco with a satisfaction of judgment for the amount that
Robertson-Ceco has paid of the $7,000,000 prior to the time that Federal files
such Agreement for Judgment. Within ten (10) days after the Closing, Federal
and Robertson-Ceco shall seek dismissal of the Massachusetts Litigation
subject to the Court's retaining continuing jurisdiction to enter judgment for
Federal pursuant to such Agreement for Judgment until such time that there has
been receipt by Federal of full payment on the Pettibone Note and the
$7,000,000 to be paid by Robertson-Ceco. Such dismissal shall further provide
that each party is to bear its own fees and expenses with respect to the
Massachusetts Litigation.

The Closing

6. The closing (the "Closing") of the transaction contemplated by
this Agreement will be held simultaneously with the closing of the transaction
between Pettibone and Robertson-Ceco or at such other time or on such other
date as shall be mutually agreed in writing by Federal and Robertson-Ceco (the
"Closing Date"). The Closing shall take place at the offices of Sacks
Montgomery, counsel for Federal, 800 Third Avenue, New York, New York 10022 or
such other location as the parties may mutually agree upon.

Representations and Warranties of Robertson-Ceco

7. Robertson-Ceco hereby represents and warrants to Federal as
follows:

a. Corporate Existence. Robertson-Ceco is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and has full corporate power and authority to conduct its business
as it is now being conducted.

b. Corporate Power and Authority. Robertson-Ceco has full
corporate power and authority to enter into this Agreement, perform its
obligations hereunder, and carry out the transactions contemplated hereby.
The execution and delivery of this Agreement, the performance by
Robertson-Ceco of its obligations hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by all corporate,
shareholder and other actions on the part of Robertson-Ceco required by
applicable law, its certificate of incorporation or by-laws, or otherwise.
This Agreement constitutes the legal, valid and binding obligation of
Robertson-Ceco, enforceable against it in accordance with its terms, except
(i) as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.

c. No Violation. Neither the execution and delivery of this
Agreement nor the performance by Robertson-Ceco of its obligations hereunder
nor the consummation of the transactions contemplated hereby will (i)
contravene any provision of the certificate of incorporation or by-laws of
Robertson-Ceco; (ii) violate, be in conflict with, constitute a default under,
permit the termination of, cause the acceleration of the maturity of any debt
or obligation of Robertson-Ceco under, constitute a breach of, create a loss
of a material benefit under, or result in the creation or imposition of any
Lien (as defined in Section 6(e)), upon any property or assets of
Robertson-Ceco under any mortgage, indenture, lease, contract, agreement,
instrument or commitment to which Robertson-Ceco is a party or by which it or
any of its assets or properties, may be bound; or (iii) violate any statute or
law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which Robertson-Ceco is subject or by which
Robertson-Ceco or any of its assets or properties, are bound.

d. Consents and Approvals of Governmental Authorities. Except
as set forth in Schedule 1, no consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by or on behalf of Robertson-Ceco
in connection with the execution, delivery or performance of this Agreement by
Robertson-Ceco.

e. Title to Properties; Encumbrances. Robertson-Ceco, as of
the Closing, will have good and marketable title to the Pettibone Note which
shall not be subject to any Lien. As of the Closing, Robertson-Ceco will have
good and marketable title to its assets, other than the Pettibone Note, which
shall not be subject to any Liens other than the security interest of the R-C
Secured Parties. When used in this Agreement, "Lien" or "Liens" shall mean
any mortgage, pledge, security interest, conditional sale or other title
retention agreement, encumbrance, lien, easement, claim, right, covenant,
restriction, right of way, warrant, option or charge of any kind, but
excluding any of the foregoing on real property that does not materially
adversely affect the business of Robertson-Ceco.

f. Litigation. There are no actions or proceedings pending,
or, to the best of Robertson-Ceco's knowledge, threatened, against
Robertson-Ceco or Pettibone before any court, arbitrator or administrative
governmental body which questions or challenges the validity of this Agreement
or any action taken or proposed to be taken by Robertson-Ceco pursuant to this
Agreement or in connection with the transactions contemplated hereby or the
validity of the transaction with Pettibone whereby Robertson-Ceco is to
acquire the Pettibone Note except as set forth on Schedule 2.

g. Laws. By executing this Agreement and completing the
transactions contemplated hereby Robertson-Ceco will not violate any State,
Federal or Local statute, ordinance or regulation.

h. Consideration. Robertson-Ceco confirms that Federal is
defending, indemnifying and releasing Robertson-Ceco as specified in this
Agreement in consideration for Robertson-Ceco's furnishing the Pettibone Note,
making payment of $7,000,000 and carrying out its other obligations under this
Agreement.

Representations and Warranties of Federal

8. Federal hereby represents and warrants to Roberts-Ceco as follows:

a. Corporate Existence. Federal is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Indiana and has full corporate power and authority to conduct its business
as it is now being conducted.

b. Corporate Power and Authority. Federal has full corporate
power and authority to enter into this Agreement, perform its obligations
hereunder, and carry out the transactions contemplated hereby. The execution
and delivery of this Agreement, the performance by Federal of its obligations
hereunder and the consummation of the transactions contemplated hereby have
been duly authorized by all corporate, shareholder and other actions on the
part of Federal required by applicable law, its certificate of incorporation
or by-laws, or otherwise. This Agreement constitutes the legal, valid and
binding obligation of Federal, enforceable against it in accordance with its
terms, except (i) as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

c. No Violation. Neither the execution and delivery of this
Agreement nor the performance by Federal of its obligations hereunder nor the
consummation of the transactions contemplated hereby will (i) contravene any
provision of the certificate of incorporation or by-laws of Federal; (ii)
violate any statute or law or any judgment, decree, order regulation or rule
of any court or governmental authority to which Federal is subject or by which
Federal or any of its assets or properties, are bound.

d. Consents and Approvals of Governmental Authorities. Except
as set forth in Schedule 1, no consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by or on behalf of Federal in
connection with the execution, delivery or performance of this Agreement by
Federal.

e. Litigation. There are no actions or proceedings pending,
or, to the best of Federal's knowledge, threatened, against Federal before any
court, arbitrator or administrative governmental body which questions or
challenges the validity of this Agreement or any action taken or proposed to
be taken by Federal pursuant to this Agreement or in connection with the
transactions contemplated hereby except as set forth on Schedule 2.

f. Laws. By executing this Agreement and completing the
transactions contemplated hereby Federal will not violate any State, Federal
or Local statute, ordinance or regulation.

<PAGE>
g. Consideration. Federal confirms that Robertson-Ceco is
making payment of $7,000,000 plus undertaking its other obligations hereunder
in consideration for Federal's accepting the defenses of and liability for the
New York Litigation and for carrying out its other obligations under this
Agreement.

Conditions to Federal's Obligations

9. Each and every obligation of Federal under this Agreement to be
performed on or before the Closing Date shall be subject to the
satisfaction,on or before the Closing Date, of each of the following
conditions:

a. Representations and Warranties True. The representations
and warranties of Robertson-Ceco contained herein, in any Schedules and
Exhibits hereto and in all certificates and other documents delivered by
Robertson-Ceco to Federal pursuant hereto or in connection with the
transactions contemplated hereby shall be in all material respects true and
accurate as of the date of this Agreement and as of the Closing Date with the
same effect as if made on and as of the Closing Date.

b. Performance. Robertson-Ceco shall have performed and
complied in all material respects with all agreements, obligations and
conditions required by this Agreement to be performed or complied with by it
on or prior to the Closing Date, including, without limitation, any referred
to in this Section 9.

c. Consents. All filings with and consents from government
agencies and third parties required to consummate the transactions
contemplated hereby shall have been obtained, except to the extent that
Federal has waived the obtaining of any such consent by notifying
Robertson-Ceco in writing at or prior to the Closing of such waiver.

d. Transfer Instruments. Robertson-Ceco shall have delivered
to Federal an assignment transferring to Federal the ownership of the
Pettibone Note, its proceeds and the guarantee bond (referenced in section 3b.
above) together with all other documents referred to in section 3 above.

e. Certificates. Robertson-Ceco shall have furnished such
certificates of its President or Vice President to evidence compliance with
the conditions set forth in this Section 9 and any other certificates to
evidence compliance with the conditions set forth in this Section as may be
reasonably requested by Federal.

f. Resolutions. Robertson-Ceco shall have furnished a copy of
the resolutions adopted by the Board of Directors of Robertson-Ceco
authorizing this Agreement and the transactions contemplated hereby, certified
by a Secretary or Assistant Secretary.

g. Absence of Litigation. There shall be no action or
proceeding pending or threatened before any Federal, state or local court,
governmental agency or regulatory body which seeks to invalidate or set
aside, in whole or in part, this Agreement, to restrain, prohibit, invalidate
or set aside, in whole or in part, the consummation of the transactions
contemplated hereby or to obtain substantial damages in connection therewith.

Conditions to Robertson-Ceco's obligations

10. Each and every obligation of Robertson-Ceco under this Agreement
to be performed on or before the Closing Date shall be subject to the
satisfaction, on or before the Closing Date, of each of the following
conditions:

a. Representations and Warranties True. The representations
and warranties of Federal contained herein and in all certificates and other
documents delivered by Federal to Robertson-Ceco pursuant hereto or in
connection with the transactions contemplated hereby shall be in all material
respects true and accurate as of the date of this Agreement and as of the
Closing Date with the same effect as if made on and as of the Closing Date.

b. Performance. Federal shall have performed and complied in
all material respects with all agreements, obligations and conditions required
by this Agreement to be performed or complied with by it on or prior to the
Closing Date, including without limitation, any referred to in this Section
10.

c. Consents. All filings with and consents from government
agencies and third parties required to consummate the transactions
contemplated hereby shall have been obtained, except to the extent that making
any such filing or obtaining any such consent has been waived in writing by
Robertson-Ceco.

d. Certificates. Federal shall have furnished a certificate of
its President or Vice President certifying compliance with the conditions set
forth in this Section 10 and any other certificates to evidence compliance
with the conditions set forth in this Section 10 as may be reasonably
requested by Robertson-Ceco.

e. Absence of Litigation. There shall be no action or
proceeding pending or threatened before any Federal, state or local court,
governmental agency or regulatory body which seeks to invalidate or set aside,
in whole or in part, this Agreement, to restrain, prohibit, invalidate or set
aside, in whole or in part, the consummation of the transactions contemplated
hereby or to obtain substantial damages in connection therewith.

Certain Post-Closing Covenants

11. Indemnity of Robertson-Ceco. Federal shall defend, indemnify, and
hold harmless Robertson-Ceco, its officers, directors, employees, agents,
predecessors, parent and/or subsidiaries from and against any and all claims
pending in the New York Litigation as of the date of execution of this
Agreement. Should any such claims give rise to a judgment against
Robertson-Ceco or settlement requiring payment of money, Federal shall make
such payment directly and shall not limit itself to reimbursing
Robertson-Ceco.

Nothing herein shall be construed as an obligation of Federal to defend,
indemnify, hold harmless or reimburse Robertson-Ceco with respect to any other
litigation other than the lawsuit defined as the New York Litigation on page 2
of this Agreement.

Default by Robertson-Ceco, Acceleration of Payment

12. In the event that Robertson-Ceco (a) fails to make any payment as
required by this Agreement and does not cure such failure to pay within ten
(10) days after Federal gives Notice of such failure; (b) breaches the terms
of this Agreement and fails to cure such breach within thirty (30) days after
Federal gives Notice of such breach; or (c) is declared a bankrupt, makes an
assignment for the benefit of creditors and/or seeks the protection of the
bankruptcy laws; then, without limiting Federal's other rights or remedies,
all payments remaining under the Robertson-Ceco Note shall become immediately
due and payable.

The Continuing New York Litigation

13. Upon the Closing, the parties shall do the following with regard
to the New York Litigation:

a. Robertson-Ceco will cause legal counsel currently
representing it in the New York Litigation (Ross & Cohen) to cease all further
work on behalf of Robertson-Ceco and to withdraw from the case unless Federal
decides to retain such counsel. Federal may, but is not obligated to, retain
counsel of its choice (including Ross & Cohen if it so desires) to appear on
behalf of Robertson-Ceco in the New York Litigation. Subsequent to the
Closing, Federal shall be responsible for the defense of Robertson-Ceco as to
all of the claims asserted against Robertson-Ceco as of the Closing in the New
York Litigation. Subsequent to the Closing, Federal shall also control the
prosecution of Robertson-Ceco's affirmative claims in the New York Litigation
which Federal may pursue or not as it desires. Robertson-Ceco agrees that the
manner of prosecution of Robertson-Ceco's affirmative claims or the lack of
such prosecution and the settlement of such claims by Federal is at Federal's
sole discretion and Robertson-Ceco shall make no claim against Federal of any
sort due to any such action or omission to act by Federal.

b. Robertson-Ceco shall cooperate fully with Federal with
respect to the defense, prosecution, trial and/or settlement of the New York
Litigation. Robertson-Ceco shall promptly make available to Federal, upon
request, all documents and/or personnel which Federal believes are necessary
for its defense and/or prosecution of the New York Litigation. Robertson-Ceco
shall promptly sign all documents presented to it by Federal necessary in
connection with the settlement, defense, prosecution and/or trial of the New
York Litigation.

c. Robertson-Ceco shall cooperate with Federal to assist
Federal in obtaining the services of Michael Stoecker to assist Federal in the
preparation for trial of the New York Litigation. Federal shall be
responsible for any compensation to Mr. Stoecker.

d. Federal shall have the sole discretion as to any settlement
to be made on behalf of Robertson-Ceco, it being expressly agreed that Federal
shall be solely responsible for paying any settlement, judgment and/or lien
which may be made, executed or entered on or against Robertson-Ceco resulting
from the claims pending in the New York Litigation as of the Closing to the
extent that it exceeds any affirmative recovery by Robertson-Ceco in the New
York Litigation.

e. Federal shall pay all attorneys fees, costs and expenses
incurred by Sacks Montgomery relating to the New York Litigation, regardless
of whether such fees, costs or expenses were incurred prior to or subsequent
to the execution of this Agreement. Robertson-Ceco shall have no liability
for any fees or expenses of Sacks Montgomery and Federal shall not seek
reimbursement or indemnification therefor from Robertson-Ceco.

f. Federal shall have no liability for the attorneys fees,
costs and expenses incurred by Ross & Cohen relating to the New York
Litigation except in the event that Federal chooses to retain Ross & Cohen, in
which case Federal shall be liable for Ross & Cohen's fees and expenses
incurred thereafter.

Survival of Representations and Warranties

14. Notwithstanding (a) the making of this Agreement, (b) any
examination made by or on behalf of the parties hereto and (c) the Closing
hereunder, the representations and warranties of Robertson-Ceco and Federal
contained in this Agreement, or in any document delivered pursuant to the
provisions of this Agreement, as well as the Closing, the covenants and
agreements required to be performed after the Closing or as conditions to the
Closing (unless noncompliance with those covenants was waived in writing at
the Closing) are neither waived by nor merged into the Closing.

Amendment; Waiver

15. Neither this Agreement, nor any of the terms or provisions hereof,
may be amended, modified, supplemented or waived, except by a written
instrument signed by the parties hereto (or, in the case of a waiver, by the
party granting such waiver). No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver. No failure of either party hereto to insist upon strict compliance by
the other party with any obligation, covenant, agreement or condition
contained in this Agreement shall operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Whenever this Agreement requires
or permits consent by or on behalf of any party hereto, such consent shall be
given in a manner consistent with the requirements for a waiver of compliance
as set forth in this Section 15.

Notices

16. (a) All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing (including
telefax, telegraphic, telex or cable communication) and mailed, telefaxed,
telegraphed, telexed, cabled or delivered:

(i) If to Federal, to:

Federal Insurance Company
Surety Claims Department
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
Attn.: Walter J. Maxwell, Esq.

with a copy to:

Sacks Montgomery, P.C.
800 Third Avenue
New York, NY 10022
Attn.: David E. Montgomery, Esq.

(ii) If to Robertson-Ceco to:

Robertson-Ceco
222 Berkeley Street
Boston, Massachusetts 02116
Attn.: George Pultz, General Counsel

with a copy to:

McDermott, Will & Emery
75 State Street
Boston, Massachusetts 02109
Attn.: Cornelius Chapman, Jr., Esq.

(b) All notices and other communications required or permitted
under this Agreement which are addressed as provided in this Section (i) if
delivered personally against proper receipt or by confirmed telefax or telex,
shall be effective upon delivery and (ii) if delivered (A) by certified or
registered mail with postage prepaid, (B) by Federal Express or similar
courier service with courier fees paid by the sender or (C) by telegraph or
cable, shall be effective two business days following the date when mailed,
couriered, telegraphed or cabled, as the case may be.

Either party may from time to time change its address for the
purpose of notices to that party by a similar notice specifying a new address,
but no such change shall be deemed to have been given until it is actually
received by the party sought to be charged with its contents.

Assignment; Assumption

17. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned by the parties
hereto without the prior written consent of the other party. Any assignment
which contravenes this Section 17 shall be void ab initio. Absent the prior
written consent of Federal, Robertson-Ceco may not transfer its obligation to
make payments of the amounts due under this Agreement to anyone. Should
Robertson-Ceco attempt to have another entity assume the obligation for
payment under this Agreement, such assumption will obligate the entity
attempting to assume such obligation, but it will not release Robertson-Ceco
from its said obligation; Robertson-Ceco and the said entity shall thereafter
be jointly and severally liable to Federal for the payments due under the
terms of this Agreement.

Governing Law

18. This Agreement and the legal relations between the parties hereto
shall be governed by and construed in accordance with the internal laws of the
State of New York, without giving effect to the conflicts of laws principles
thereof.

Counterparts

19. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.

Headings

20. The headings contained in this Agreement are for convenience of
reference only and shall not constitute a part hereof or define, limit or
otherwise affect the meaning of any of the terms or provisions hereof.

Entire Agreement

21. This Agreement (which defined term includes the Schedules and
Exhibits to this Agreement) embodies the entire agreement and understanding
among the parties hereto with respect to the subject matter of this Agreement
and supersedes all prior agreements, commitments, arrangements, negotiations
or understandings, whether oral or written, between the parties with respect
thereto. There are no agreements, covenants, undertakings, representations or
warranties with respect to the subject matters of this Agreement other than
those expressly set forth or referred to herein. Nevertheless, except as the
rights of Federal have been expressly limited with regard to the claims
asserted in the New York Litigation as of the Closing Date, the General
Agreement of Indemnity remains in full force and effect.

<PAGE>
Severability

22. Each term and provision of this Agreement constitutes a separate
and distinct undertaking, covenant, term and/or provision hereof. In the
event that any term or provision of this Agreement shall be determined to be
unenforceable, invalid or illegal in any respect, such unenforceability,
invalidity or illegality shall not affect any other term or provision of this
Agreement, but this Agreement shall be construed as if such unenforceable,
invalid or illegal term or provision had never been contained herein.
Moreover, if any term or provision of this Agreement shall for any reason be
held to be excessively broad as to time, duration, activity or subject, it
shall be construed, by limiting and reducing it, so as to be enforceable to
the extent permitted under applicable law as it shall then exist.

No Third Party Beneficiaries

23. Except as expressly stated, nothing in this Agreement is intended,
nor shall anything in this Agreement be construed, to confer any rights, legal
or equitable, in any Person other than the parties hereto and their respective
successors and assigns.

Change of Control

24. Federal is entering into this Agreement in reliance, inter alia,
upon the good faith intentions of the shareholders of Robertson-Ceco to pay
the amounts due under this Agreement. Thus, Robertson-Ceco (a) shall have at
least 30% of the ownership of the stock of Robertson-Ceco being held by Andrew
Sage and Michael Heisley and (b) shall have as its chief executive officer
and/or chairman of the board either Andrew Sage, Michael Heisley or both.
Failure by Robertson-Ceco to maintain such stock ownership and executive
officers shall constitute a material default by Robertson-Ceco under this
Agreement which shall entitle Federal to immediate payment by Robertson-Ceco
of all amounts remaining unpaid under this Agreement.

No Admission

25. This agreement reflects a settlement and compromise of the rights
and obligations between Robertson-Ceco and Federal, undertaken for their own
business reasons. Nothing contained herein is intended to be nor shall it be
construed to constitute an admission by the parties hereto as to the validity
of any claims advanced by Morgan and Tishman in the New York Litigation.

Confidentiality

26. This Agreement is intended to settle fully the Massachusetts
Litigation. The terms of this Agreement are intended to be confidential,
however. As a result, the parties each agree not to disclose the terms of
this Agreement or even its existence except as is required by law. Further,
should it be required that this Agreement be filed with the Court, then the
parties shall jointly apply to the Court in the Massachusetts Litigation for
an order that this Agreement be filed with such Court under seal and that the
parties keep its terms confidential except to the extent that the law requires
disclosure. The parties shall jointly apply to the Court in the Massachusetts
Ligitation for an order that the papers heretofore filed therein be placed
under seal.

Miscellaneous

27. The persons executing this Agreement in behalf of the parties
hereto are duly authorized to execute, acknowledge and deliver this Agreement.
Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

Robertson-Ceco Corporation

By:_______________________________
Name:
Title:

Federal Insurance Company

By:_______________________________
Name:
Title:

EXHIBIT 11

ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
-----------------------------------------------
(Thousands, except per share amounts)
(Unaudited)

<TABLE>

YEAR ENDED DECEMBER 31
----------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
PRIMARY:
Income (loss) from continuing
operations . . . . . . . . . $(62,601) $(27,235) $(18,949)
Less dividends on preferred stock . . . . 169 112 -
-------- -------- --------
Primary income (loss) from continuing
operations. . . . . . . . . . (62,770) (27,347) (18,949)
(Loss) from discontinued operations . . . (8,544) 2,132 (2,811)
Income (loss) from extraordinary items. . - 5,367 -
Income (loss) from Cumulative effect
of accounting change. . . . . - (1,200) -
-------- -------- --------
Total primary earnings (loss) . $(71,314) $(21,048) $(21,760)
======== ======== ========
Average number common shares
outstanding . . . . 880 6,217 15,808
-------- -------- --------

Total Shares. . . . 880 6,217 15,808
======== ======== ========
Primary earnings (loss) per common
share from continuing operations. . . . $ (71.30)$ (4.40) $ (1.20)
Primary earnings (loss) per common
share from discontinued operations. . . (9.70) .35 (.18)
Primary earnings (loss) per common
share from extraordinary item . . . . . - .86 -
Primary earnings (loss) from
cumulative effect of accounting
change. . - (.20) -
-------- -------- --------
Primary earnings (loss) per
common share. . . . $ (81.00)$ (3.39) $ (1.38)
======== ======== ========

</TABLE>

EXHIBIT 11
(Continued)

ROBERTSON-CECO CORPORATION
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
-----------------------------------------------
(Thousands, except per share amounts)
(Unaudited)
<TABLE>

YEAR ENDED DECEMBER 31
----------------------------------
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
FULLY DILUTED:
Income (loss) from continuing
operations. . . . . $(62,601) $(27,235) $(18,949)
Less dividends on preferred stock . . . . 169 112 -
-------- -------- --------
Fully diluted income (loss) from
continuing operations . . . . (62,770) (27,347) (18,949)
(Loss) from discontinued operations . . . (8,544) 2,132 (2,811)
Income (loss) from extraordinary items. . - 5,367 -
Income (loss) from cumulative effect
of accounting change. . . . . - (1,200) -
-------- -------- --------
Total fully diluted earnings (loss). . . . . . . . $(71,314) $(21,048) $(21,760)
======== ======== ========
Average number common shares
outstanding . . . . 880 6,217 15,808
-------- -------- --------

Total number common shares, assuming
full dilution . . 880 6,217 15,808
======== ======== ========
Fully diluted earnings (loss) per
common share from continuing
operations. . . . . $ (71.30) $ (4.40) $ (1.20)
Fully diluted earnings (loss) per
common share from discontinued
operations. . . . . (9.70) .35 (.18)
Fully diluted earnings (loss) per
common share from extraordinary
item. . . - .86 -
Fully diluted earnings (loss) from
cumulative effect of accounting
change. . . . . . . - (.20) -
-------- -------- --------
Fully diluted earnings (loss) per
common share. . . . $ (81.00)$ (3.39) $ (1.38)
======== ======== ========

</TABLE>

EXHIBIT 21
ROBERTSON-CECO CORPORATION
SUBSIDIARIES OF THE REGISTRANT
DECEMBER 31, 1993

------------------------------------------------------------------------------
JURISDICTION
COMPANY OF INCORPORATION
------------------------------------------------------------------------------

Subsidiaries of the registrant included in the
respective consolidated financial statements:

DOMESTIC

Ceco Dallas Co. Texas
Ceco Houston Co. Texas
Ceco San Antonio Co. Texas
Kroy Manufacturing Co. Delaware
RHH Industries, Inc. Delaware
Quantum Constructors, Inc. Delaware
M C Durham Co. North Carolina
M C Windsor Co. Arkansas
Meyerland Co. Colorado
Robertson-Ceco Industries, Inc. Delaware
Robertson-Ceco Enterprises, Inc. Delaware
RPM Erectors, Inc. California

FOREIGN

H. H. Robertson, Inc. Ontario
H. H. Robertson Asia/Pacific Pte. Ltd. Singapore
H. H. Robertson (Australia) Pty Ltd Australia
H. H. Robertson Hong Kong Ltd. Hong Kong
H. H. Robertson Singapore Pte Ltd Singapore
Robertson Nederland B.V. (a) Holland
Robertson Espanola S.A. (a) Spain
Robertson Nordisk A/S (a) Norway

Unlisted subsidiaries, considered in the aggregate, do not constitute a
significant subsidiary.

(a) During the third quarter of 1994, the Registrant decided to exit its
European Operations (see Note 2 to the Consolidated Financial
Statements).

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
33-41371 and 33-51665 of Robertson-Ceco Corporation on Form S-8 of our report
dated February 25, 1993 (May 3, 1993 as to Note 10) (which includes an
explanatory paragraph with respect to a substantial doubt about the ability of
the Company to continue as a going concern), appearing in this Annual Report
on Form 10-K of Robertson-Ceco Corporation for the year ended December 31,
1994.

/s/ Deloitte & Touche

Deloitte & Touche LLP
Boston, Massachusetts
March 27, 1995

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-41371 and 33-51665) of Robertson-Ceco
Corporation of our report dated March 15, 1995 appearing on page 58 of the
Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 66 of this
Form 10-K.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Boston, Massachusetts
March 28, 1995

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 7890
<SECURITIES> 0
<RECEIVABLES> 18968
<ALLOWANCES> (1143)
<INVENTORY> 4664
<CURRENT-ASSETS> 76295
<PP&E> 39927
<DEPRECIATION> (17332)
<TOTAL-ASSETS> 137400
<CURRENT-LIABILITIES> 66469
<BONDS> 43421
<COMMON> 161
0
0
<OTHER-SE> (35854)
<TOTAL-LIABILITY-AND-EQUITY> 137400
<SALES> 276987
<TOTAL-REVENUES> 309355
<CGS> 234566
<TOTAL-COSTS> 312846
<OTHER-EXPENSES> 10568
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4634
<INCOME-PRETAX> (18693)
<INCOME-TAX> 256
<INCOME-CONTINUING> (18949)
<DISCONTINUED> (2811)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21760)
<EPS-PRIMARY> (1.38)
<EPS-DILUTED> (1.38)

</TABLE>