TRAVIS INTERNATIONAL INC, S-1/A, 1997-12-30

TRAVIS INTERNATIONAL INC
S-1/A, 1997-12-30
MISC DURABLE GOODS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
REGISTRATION NO. 333-37291

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO
FORM S-1

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

TRAVIS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 5085 76-0206074
(PRIMARY STANDARD
(STATE OR OTHER INDUSTRIAL
JURISDICTION CLASSIFICATION CODE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)

3000 WESLAYAN, SUITE 350
HOUSTON, TEXAS 77027
(713) 622-7475

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

KIRBY ATTWELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRAVIS INTERNATIONAL, INC.
3000 WESLAYAN, SUITE 350
HOUSTON, TEXAS 77027
(713) 622-7475

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

WITH COPIES TO:

DIANA M. HUDSON KATHLEEN S. SCHOENE
WALTER S. KENEALLY PEPER, MARTIN, JENSEN, MAICHEL AND
MAYOR, DAY, CALDWELL & KEETON, L.L.P HETLAGE
700 LOUISIANA, SUITE 1900 720 OLIVE STREET, 24TH FLOOR
HOUSTON, TEXAS 77002-2778 ST. LOUIS, MISSOURI 63101-2396
(713) 225-7000 (314) 421-3850

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
------------------------

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------
Common Stock, $.01 par value per
share.............................. $40,145,448 $11,843
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(o). The Company paid $10,607 of the registration fee
at the time of its initial filing and is paying the remaining $1,236 at the
time of filing this Amendment No. 2.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. The securities offered hereby may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities offered hereby in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.

SUBJECT TO COMPLETION, DATED DECEMBER 30, 1997

2,909,091 SHARES

[LOGO]
TRAVIS INTERNATIONAL, INC.

COMMON STOCK

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

Of the 2,909,091 shares of Common Stock, par value $.01 per share (the
"Common Stock"), offered hereby, 2,272,727 shares of Common Stock are being
sold by Travis International, Inc. (the "Company" or "Travis") and 636,364
shares are being sold by certain stockholders of the Company (the "Selling
Stockholders"). The Company will not receive any of the proceeds from the sale
of the shares by the Selling Stockholders. See "Principal and Selling
Stockholders."

Prior to this offering (the "Offering"), there has been no public market
for the Common Stock of the Company. It is currently estimated that the initial
public offering price will be between $10.00 and $12.00 per share. See
"Underwriting" for a discussion of the factors to be considered in determining
the initial public offering price. The Company has applied to have the Common
Stock approved for quotation and trading on the Nasdaq National Market under the
symbol "TRVI."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
- ------------------------------------------------------------------------------------------------------------------------
Per Share............................... $ $ $ $
- ------------------------------------------------------------------------------------------------------------------------
Total(3)................................ $ $ $ $
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."

(2) Before deducting estimated expenses of $500,000, all of which are payable by
the Company.

(3) The Selling Stockholders have granted the Underwriters a 30-day option to
purchase up to 436,363 additional shares of Common Stock on the same terms
and conditions as set forth above solely to cover overallotments, if any. If
such option is exercised in full, the total Price to Public, Underwriting
Discount, Proceeds to Company and Proceeds to Selling Stockholders will be
$ , $ , $ and $ , respectively.
The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders pursuant to the Underwriter's
overallotment option, if exercised. See "Underwriting" and "Principal and
Selling Stockholders."
------------------------

The Common Stock is offered by the several Underwriters, subject to prior
sale, when, as and if delivered to and accepted by them and subject to certain
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer or to reject any orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made on or about ,
1998.

A.G. EDWARDS & SONS, INC. CLEARY GULL REILAND & MCDEVITT INC.

The date of this Prospectus is , 1998.

<PAGE>
[INSIDE FRONT COVER]

[MAP TO COME]

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and with quarterly reports
containing unaudited consolidated financial information for the first three
quarters of each fiscal year.

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

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING SYNDICATE COVERING TRANSACTIONS AND THE IMPOSITION OF A PENALTY BID.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED HEREIN, (I) THE TERM
"COMPANY" REFERS TO TRAVIS INTERNATIONAL, INC. AND ITS SUBSIDIARIES AND (II)
ALL INFORMATION IN THIS PROSPECTUS (A) ASSUMES THAT THE UNDERWRITERS'
OVERALLOTMENT OPTION IS NOT EXERCISED, AND (B) GIVES EFFECT TO THE
RECAPITALIZATION OF THE COMPANY'S COMMON STOCK, INCLUDING THE CONVERSION OF EACH
SHARE OF THE COMPANY'S CLASS A COMMON STOCK INTO ONE SHARE OF COMMON STOCK, THE
CONVERSION OF TWO SHARES OF THE COMPANY'S SERIES 2 PREFERRED STOCK INTO 6,120
SHARES OF COMMON STOCK AND A 3.06-FOR-ONE STOCK SPLIT. SEE "UNDERWRITING" AND
"DESCRIPTION OF CAPITAL STOCK -- RECAPITALIZATION."

THE COMPANY

The Company is a diversified wholesale distributor of specialty products
and provider of related value-added services. From 13 operating locations in
five states in the southern and western United States, the Company distributes
post-tension cable products, household fixture products, specialty industrial
products and telecommunications equipment. In addition, the Company provides
value-added services in connection with such products, including engineering and
design assistance, just-in-time delivery, fabrication, warranty repair,
installation and other technical assistance. During fiscal 1997, the Company
sold its products to over 8,700 customers located primarily in the United States
and, to a lesser extent, Canada, Mexico and other countries. The Company has
three principal categories of customers: (i) residential builders and commercial
construction contractors, (ii) distributors of industrial products and (iii)
operators of central office telephone systems.

The Company differs from many other distributors in that it operates
exclusively in specialty markets. The specialty markets sought by the Company
are defined by a number of characteristics that distinguish them from the
markets for commodity-type products. Although not all specialty markets exhibit
all of these characteristics, generally they include: (i) a small to medium
total market size, (ii) above average gross margins and returns on assets due to
the nature of the products or unique value-added services, (iii) a limited
number of competitors and the absence of a dominant, national competitor, and
(iv) a high degree of fragmentation at the distributor, supplier and customer
levels. The Company believes specialty markets are less capable of being served
by alternatives to wholesale distribution and offer greater opportunities than
commodity-type markets to obtain substantial market shares in the niches the
Company serves.

The Company's objective is to become a leading diversified wholesale
distributor of specialty products and related value-added services in the United
States. In pursuing this objective, the Company endeavors to achieve significant
product, customer, vendor and geographic diversity by establishing operations in
a limited number of niche markets and to increase the sales and net income of
those operations through further market penetration and the addition of
locations and products sold within such markets. The Company focuses on markets
where the demand for specialized products or value-added services offers
opportunities to obtain higher margins than those typically attainable in
markets for more standard, high-volume merchandise and where opportunities exist
for consolidation. The Company implements its strategy through new market
acquisitions that add new product groups, vendors and customers to the Company's
base, through fill-in acquisitions that establish new locations or complementary
product lines for its existing business and through internal development efforts
to increase penetration of the markets in which it operates. The Company
maintains a decentralized management structure that provides the managers of its
operating subsidiaries with discretion in conducting their respective operations
while affording them the benefits of the Company's executive management
expertise. The Company leverages the expertise of its executive and operating
managers to achieve commonalities among its operating subsidiaries that result
in management efficiencies and cost savings.

3
<PAGE>
The Company believes that acquisitions are often the most cost-effective
means to enter new specialty markets or to expand geographically within existing
markets. Since 1994, the Company has completed ten acquisitions, two of which
were new market acquisitions and eight of which were fill-in acquisitions. The
Company has also grown through internal development. The Company has increased
sales to existing customers by periodically expanding into new product lines and
continually adding new products to existing lines. The Company also has added
new customers in existing markets through targeted sales programs and the
addition of new operating locations and sales offices. In addition, the
Company's internal development is enhanced by a continued emphasis on
value-added services, which provide it the opportunity to expand gross margins
and to attract a more loyal and diverse group of customers.

Using this approach of balanced expansion through acquisitions and internal
development, the Company's revenues and operating income increased from
approximately $14.5 million and $2.1 million, respectively, in fiscal 1994 to
approximately $80.1 million and $6.1 million (including a one-time charge to
expenses of approximately $1.2 million in connection with the retirement, at a
discount, of future obligations under certain employment, consulting and
non-competition agreements), respectively, in fiscal 1997.

The Company was organized as a Delaware corporation in 1986. The Company's
executive offices are located at 3000 Weslayan Street, Suite 350, Houston, Texas
77027, and its telephone number is (713) 622-7475.

THE OFFERING

<TABLE>
<CAPTION>
<S> <C>
Common Stock offered by the 2,272,727
Company..............................
Common Stock offered by the Selling 636,364
Stockholders.........................
Common Stock outstanding after the 5,290,379
Offering(1)..........................
Use of Proceeds...................... To repay approximately $10.4 million of outstanding
indebtedness, to pay approximately $1.4 million to
retire current and future obligations under certain
employment, consulting and non-competition agreements
relating to a previous acquisition by the Company and
for general corporate purposes, including working
capital and possible acquisitions. See "Use of
Proceeds."
Nasdaq National Market Symbol........ The Company has applied to have its Common Stock
approved for quotation on the Nasdaq National Market
System under the symbol "TRVI."
</TABLE>

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

(1) Excludes (i) up to 91,800 shares of Common Stock reserved for issuance upon
exercise of outstanding warrants, (ii) 76,500 shares of Common Stock
reserved for issuance upon conversion of the Company's Series 2 Preferred
Stock, (iii) 543,610 shares of Common Stock reserved for issuance upon
exercise of outstanding options granted under various stock option plans and
(iv) 453,000 shares of Common Stock that may be issued from time to time in
connection with options not yet granted under such plans. Upon consummation
of the Offering, an aggregate of 356,326 options granted under such plans
will be vested and exercisable. See "Management -- Compensation Plans" and
"Shares Eligible for Future Sale."

RISK FACTORS

Investors should consider carefully the risk factors related to a purchase
of Common Stock of the Company. See "Risk Factors."

4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE DATA)

YEAR ENDED SEPTEMBER 30,
----------------------------------
1995 1996 1997(1)
---------- ---------- ----------
Statement of Income Data:
Sales........................... $ 46,339 $ 65,813 $ 80,127
Gross profit.................... 13,223 18,672 24,887
Operating income................ 3,601 4,923 6,100
Net income...................... 1,882 2,605 3,003
Net income per common and common
equivalent share.............. $ 0.63 $ 0.84 $ 0.88
Average number of shares used to
compute net income per common
and common equivalent share... 2,986,403 3,103,390 3,427,652

SEPTEMBER 30, 1997
--------------------------
ACTUAL AS ADJUSTED(2)
------- ---------------
Balance Sheet Data:
Working capital................. $17,034 $30,064
Total assets.................... 45,703 56,731
Total debt...................... 13,222 2,863
Stockholders' equity............ 19,407 42,157

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

(1) Includes one-time charge to general and administrative expenses of $1,158 in
connection with the retirement, at a discount, of future obligations under
certain employment, consulting and noncompetition agreements. Excluding this
one-time charge, operating income, net income and net income per common and
common equivalent share would have been $7,259, $3,737 and $1.09,
respectively. The retirement of these future obligations was agreed to as of
September 30, 1997 (and recorded during fiscal year 1997), and will be
funded with a portion of the net proceeds of the Offering. See "Use of
Proceeds" and note 9 to the consolidated financial statements included
elsewhere herein.

(2) Gives effect to the sale of the shares of Common Stock offered by the
Company hereby and the application of the net proceeds therefrom as set
forth under "Use of Proceeds."

<PAGE>
RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.

NO ASSURANCE OF FUTURE GROWTH THROUGH ACQUISITIONS

Acquisitions are an important aspect of the Company's growth. While the
Company believes that the small- to medium-sized markets that it currently
serves and into which it may expand are highly fragmented and provide numerous
acquisition opportunities, there can be no assurance that suitable acquisition
candidates can be found. Even if such candidates are found, there can be no
assurance that the Company will have sufficient capital resources to complete
acquisitions, that acquisitions can be completed on terms acceptable to the
Company, that any acquisitions that are completed can be successfully integrated
into the Company, or that such integration will not result in unforeseen
operational difficulties or require a disproportionate amount of management's
attention. The Company also is likely to face competition from other companies
for acquisition opportunities that are available. Moreover acquisitions may be
financed through the issuance of debt or equity securities. The issuance of
Common Stock or securities convertible into Common Stock may be dilutive to the
Company's stockholders. While the Company continues to evaluate acquisition
opportunities, there are no material acquisitions pending as of the date of this
Prospectus. See "Business -- Acquisitions."

DEPENDENCE ON CONSTRUCTION MARKETS

Demand for the Company's specialty builders' products depends to a
significant degree on the health of the single- and multi-family residential and
commercial construction markets, particularly in Texas where a significant
portion of the Company's sales of specialty builders' products are made.
Specialty builders' products accounted for approximately 64% of the Company's
overall sales for fiscal 1997. The level of activity in the commercial
construction markets depends largely on vacancy and absorption rates, interest
rates, regional economic outlooks, availability of financing and general
economic conditions. The level of activity in the residential construction
market depends on new single-family and multi-family housing starts, which are a
function of many factors, including interest rates, availability of financing,
housing affordability, vacancy rates, rental rates, unemployment, demographic
trends, gross domestic product growth and consumer confidence. These factors are
beyond the Company's control. The single- and multi-family residential markets
also are sensitive to cyclical changes in the economy that could negatively
affect the Company's operating results. Additionally, the Company's operating
results are negatively affected by seasonal declines in construction activities
during winter months due to the holidays and weather conditions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- General" and "Business -- Products and Services -- Specialty
Builders' Products and Services."

COMPETITION

The markets in which the Company competes are highly fragmented, consisting
of many regional and local specialty suppliers of the products distributed by
the Company. Although the Company is not aware of any other company that
competes in all of its markets, some competitors within those markets are
substantially larger, better capitalized and have access to greater resources
than the Company and others are smaller and more specialized than the Company.
Larger competitors may achieve economies of scale not available to the Company,
and smaller competitors may have lower overhead costs and greater flexibility
than the Company. As a result, these competitors may be able to offer lower
prices than the Company. The entry of new companies or products into the
Company's markets could result in reductions in pricing of the products sold by
the Company that could materially and adversely affect the Company's
profitability. In addition, the Company's success in achieving increased market
penetration will depend, in part, on its ability to gain market share from
established competitors. There can be no assurance that the Company will be able
to compete successfully. See "Business -- Competition."

6
<PAGE>
RELIANCE ON KEY PERSONNEL

The Company's success depends to a significant extent upon the continued
services of its officers, in particular its President and the presidents of each
of its subsidiaries, as well as upon other key personnel. The Company carries
key-man life insurance on its chief executive officer and certain officers of
its subsidiaries. In addition, the Company has employment agreements with all
key employees except Messrs. Fogelsong and Flesner, and maintains incentive
compensation programs designed to retain key employees, including options to
purchase shares of the Company's Common Stock which are subject to certain
vesting requirements. The terms of existing employment agreements extend through
at least May 1999; however, there can be no assurance that such agreements will
be renewed on terms acceptable to the Company or at all. The loss of the
continuing services of the Company's executive officers and its subsidiaries'
officers and key personnel, particularly to a competitor, could have an adverse
effect on the Company's operating results. See "Business -- Strategy."

INTERRUPTION IN OR LOSS OF SOURCES OF SUPPLY

As is customary in its industry, the Company's relationships with its
vendors are not governed by long-term contracts which set prices, product
volumes or other terms. Although the Company's relationships with its key
vendors allow it to obtain terms that the Company believes are favorable, such
as volume discounts, the lack of long-term contracts permits vendors to increase
prices or terminate the relationship at any time. Many factors that would cause
such vendors to increase prices or terminate a relationship, such as higher raw
material costs or financial difficulties, are beyond the Company's control.
While the Company believes it has access to adequate substitutes for most of its
products from other vendors at competitive prices, any interruption in the
Company's sources of supply, particularly of the most specialized items, could
have a material adverse effect upon the Company's operating results. The Company
is also subject to the risks of obtaining products abroad, including adverse
fluctuations in currency exchange rates, increases in import duties, decreases
in quotas, increased customs regulations and political turmoil. The occurrence
of any one or more of such risks could increase the Company's cost of obtaining
such products or adversely affect their availability. See
"Business -- Vendors."

PRODUCT AND OTHER LIABILITY

Products fabricated and distributed by the Company are used by original
equipment manufacturers ("OEMs") in the manufacturing process, by industrial
companies for plant maintenance, repair and operations (the "MRO market"), by
residential builders and commercial construction contractors and by operators of
central office telephone systems. In addition, the Company provides value-added
services in connection with the distribution of its products, such as
engineering and design assistance, just-in-time delivery, fabrication, warranty
repair, installation and other technical services. The Company's employees
operate machinery and delivery vehicles daily, and some of the Company's
fabrication services involve the handling of materials which could be considered
harmful under certain circumstances. As a result, the Company may be subject to
claims by its employees resulting from such work-related risks and to claims by
third parties for personal injury or other damages resulting from the negligence
of the Company's employees in connection with performing such services. Although
there is no material litigation pending against the Company and the Company
maintains liability insurance in amounts and coverages believed to be usual and
customary in the industry, the imposition of a large judgment against the
Company or the costs of defending an uninsured claim could adversely affect its
financial condition or operating results. See "Business -- Legal Proceedings
and Insurance."

FIRE AND OTHER HAZARDS

The Company's inventory and equipment are concentrated in relatively few
warehouse locations that are subject to the risk of fire and other hazards, such
as hurricanes, floods and earthquakes. The destruction of or significant damage
to one or more of these warehouses would likely interfere with the Company's
ability to deliver the products generally maintained at such locations on a
timely basis and to perform the value-added services required by its customers.
Although the Company carries fire, casualty and business

7
<PAGE>
interruption insurance in amounts that management believes are sufficient to
insure against property losses due to such hazards, the Company's relationships
with customers could be irreparably harmed or the Company could sustain losses
to its property or operations beyond the limits of its policies in the event of
such an occurrence. See "Business -- Products and Services" for a description
of the Company's operations.

CHANGES IN DISTRIBUTION CHANNELS

The distribution industry has experienced significant changes in recent
years. Capitalizing on the industry's fragmentation, some larger distributors
grew considerably through consolidation to achieve economies of scale and
increase efficiency. At the same time, customers have begun to seek lower cost
distribution alternatives such as integrated supply, outsourcing and
computerized ordering or other alternatives to wholesale distribution, including
catalogs and mass merchants, to fulfill their purchasing needs. If these trends
continue or accelerate, the Company's customer base could become more
concentrated, particularly in the markets for its specialty industrial products,
as more products may flow through new channels or more manufacturers sell
directly to end users. In addition, although the Company believes that its broad
range of specialty products will allow it to compete successfully as a secondary
distributor to integrated suppliers, there can be no assurance that it will be
able to obtain favorable contracts with integrated suppliers, and the Company
may lose some customers completely. See "Business -- Industry Overview."

SUBSIDIARIES' DEPENDENCE ON KEY CUSTOMERS

Some of the Company's subsidiaries have one or several key customers that
account for a meaningful share of its sales and net income. In general, there
are no long-term commitments by such customers to purchase products or services
from the Company's subsidiaries. Product sales by the Company's subsidiaries are
typically made on a purchase-order basis. While the loss by one of the Company's
subsidiaries of one of its key customers or the failure of one of its key
customers to pay accounts receivable on a timely basis could materially
adversely affect the financial condition and operating results of the
subsidiary, such an event is not likely to significantly affect the Company as
whole. However, the loss of several of the Company's largest customers or the
failure of several of such customers to pay accounts receivable on a timely
basis could have a material adverse effect on the Company's financial condition
and operating results. There can be no assurance that the Company's largest
customers will continue to place orders with the Company or that orders by such
customers will continue at their previous levels. See "Business -- Customers."

NEED FOR ADDITIONAL FINANCING

The Company anticipates that its growth strategy will require an increase
in cash needed to finance acquisitions, for working capital and for capital
expenditures. At September 30, 1997, the Company had working capital of
approximately $17.0 million and current assets of approximately $31.3 million.
After exhausting the proceeds of the Offering, the Company must rely on
internally generated funds or additional financing to fund the cash component of
future acquisitions, for capital expenditures and to provide necessary working
capital. Although the Company currently believes it will be able to secure
necessary financing, there can be no assurance that it will be able to do so on
favorable terms, if at all. If the Company is unable to internally generate
funds or secure additional financing in the future, its ability to pursue its
business strategy and its results of operations for future periods may be
adversely affected. In addition, the Company may issue debt or equity securities
to the owners of the companies it acquires. The issuance of debt or equity
securities, either for cash or to owners in connection with acquisitions, could
have a material adverse impact on the value of the Company's Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

CONTROL BY OFFICERS, DIRECTORS AND AFFILIATES

Upon consummation of the Offering, the Company's officers, directors and
their respective affiliates, including Bradford Venture Partners, L.P. and
Overseas Equity Investor Partners, will beneficially own

8
<PAGE>

41.8% of the outstanding shares of the Company's Common Stock (assuming no
exercise of the overallotment option). Such persons, if acting together, will
have sufficient voting power to substantially influence the management and
affairs of the Company, and may be able to elect the Board of Directors of the
Company and to control the disposition of corporate actions submitted to the
stockholders for approval. As a result, certain transactions may not be possible
without the approval of such stockholders, including mergers involving the
Company and tender offers or other purchases of Common Stock that could give
stockholders of the Company the opportunity to realize a premium over the
then-prevailing market price for the Common Stock. See "Principal and Selling
Stockholders."

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, 2,381,288 of the outstanding shares of
Common Stock, 634,410 shares of Common Stock that may be issued upon exercise of
outstanding stock options and warrants, and shares of Common Stock issued
pursuant to stock options granted in the future under existing plans or in
connection with future acquisitions will become eligible for sale at prescribed
times in reliance on Rule 144 promulgated under the Securities Act or pursuant
to piggyback or demand registration rights in favor of certain stockholders. All
of the Company's stockholders prior to the Offering have been granted piggyback
registration rights with respect to Common Stock owned by such stockholders as
of such date. In general, such piggyback registration rights may be exercised by
such stockholders on each occasion after the Offering that the Company proposes
to register any public offering of shares of its capital stock under the
Securities Act. In addition to such piggyback registration rights, if and when
the Company is qualified to register Shares of its Common Stock on Form S-3,
such stockholders may cause the Company at certain times to register shares of
Common Stock on Form S-3, provided that the offering involves proceeds in excess
of $1,000,000. Two stockholders also have one right each to require the Company,
subject to certain conditions such as minimum ownership requirements and minimum
aggregate offering price, to register under the Securities Act up to 100% of the
shares of Common Stock held by such stockholder. All of the Company's
stockholders prior to the Offering and its executive officers and directors have
agreed not to offer, sell or otherwise dispose of any shares of Common Stock for
a period of 180 days after the date of the Offering without the prior written
consent of A.G. Edwards & Sons, Inc. on behalf of the Underwriters. Following
such period, these shares will be eligible for sale in the public market without
registration subject to the conditions and restrictions of Rule 144. Sales of
any of the shares described above in the public market could adversely affect
prevailing market prices for the Common Stock. See "Shares Eligible for Future
Sale."

ABSENCE OF PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common Stock
of the Company. There can be no assurance that, following the Offering, an
active trading market for the Common Stock will develop or be sustained or that
the market price of the Common Stock will not decline below the initial public
offering price. The initial public offering price will be determined by
negotiations between the Company and the Representatives of the Underwriters,
and such price will not necessarily be indicative of the market price of the
Common Stock after the Offering. See "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price. From
time to time, the stock market experiences significant price and volume
volatility, which could affect the market price of the Common Stock for reasons
that may be unrelated to the operating performance of the Company. In addition,
quarterly variations in the Company's financial results could cause the market
price of the Common Stock to fluctuate substantially.

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of Common Stock offered hereby will suffer an immediate and
substantial dilution in the net tangible book value of the Common Stock from the
initial offering price. See "Dilution."

9
<PAGE>
DIVIDEND POLICY AND RESTRICTIONS

The Company does not intend to pay cash dividends on its Common Stock in
the foreseeable future and anticipates that future earnings will be retained to
finance future operations and expansion. The Board of Directors is authorized,
without the approval of the holders of the Common Stock, to issue Preferred
Stock containing restrictions on the payment of dividends to holders of the
Common Stock. In addition, certain provisions of the loan documents relating to
the Company's credit facilities have the effect of restricting or, under certain
circumstances, prohibiting one or more of the Company's subsidiaries or the
Company from declaring or paying dividends. Further, if the Company obtains
additional financing to fund the cash component of future acquisitions or to
provide necessary working capital, the terms of such financing could restrict
the Company's ability to declare or pay dividends on its capital stock. See
"Dividend Policy."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Second Restated Certificate of
Incorporation, Restated Bylaws and certain provisions of the General Corporation
Law of Delaware (the state in which the Company is incorporated) may make it
difficult to change control of the Company and to replace incumbent management.
For example, the Company's Second Restated Certificate of Incorporation permits
the Board of Directors, without stockholder approval, to issue additional shares
of Common Stock or to establish one or more classes or series of Preferred Stock
having the number of shares, designations, relative voting rights, dividend
rates, liquidation and other rights, preferences and limitations that the Board
of Directors fixes. This provision and the other provisions referred to above
could limit the price that certain investors might be willing to pay in the
future for shares of Common Stock. See "Description of Capital Stock -- Special
Provisions of the Certificate of Incorporation, Bylaws and Delaware Law."

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this
Prospectus, including without limitation, statements under "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," regarding planned
capital expenditures, the Company's financial position, business strategy,
growth strategy and other plans and objectives for future operations, are
forward-looking statements. In addition, the words "anticipate," "believe,"
"estimate," "expect" and similar expressions as they relate to the Company
or its management are intended to identify forward-looking statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Additional important factors that could cause actual
results to differ materially from the Company's expectations are disclosed under
"Risk Factors" and elsewhere in this Prospectus, including without limitation
in conjunction with the forward-looking statements included in this Prospectus.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by such factors.

10
<PAGE>
BACKGROUND OF THE COMPANY

The Company was incorporated in Delaware in September 1986 to acquire
American Packing and Gasket Company, Inc. ("APG"). APG was a fabricator and
master distributor of sealing products, hose couplings and glass to industrial
customers, primarily in Texas and other states along the Gulf Coast. During its
first five years the Company focused on enhancing APG's operations by, among
other things, establishing a management team, expanding profitable product
lines, upgrading fabrication equipment, implementing inventory and accounting
controls, installing computerized accounting and management information systems
and developing a comprehensive marketing program and business plan. When APG's
operations had been significantly improved, the Company's management was able to
pursue the goal of becoming a leading wholesale distributor in a limited number
of diversified specialty markets. Following the sale in May 1992 of a
controlling interest in the Company's stock to the Bradford Venture Partners,
L.P., Overseas Equity Investor Partners and certain other parties, the Company
embarked on an expansion program that has included both acquisitions and
internal development.

Since 1994, the Company has completed ten acquisitions, two of which were
new market acquisitions and eight of which were fill-in acquisitions. The
Company considers a new market acquisition to be one that adds a new product
group that is distinct from the Company's existing product groups. These new
market acquisitions are operated as subsidiaries of the Company. Fill-in
acquisitions generally are smaller and represent the addition of operations,
products or locations that are complementary to the Company's existing
operations. The businesses acquired as fill-in acquisitions usually have been
integrated with one of the Company's subsidiaries. See
"Business -- Acquisitions."

The Company has also grown through internal development. The Company has
increased sales to existing customers by periodically expanding into new product
lines and continually adding new products to existing lines. The Company also
has added new customers in existing markets through targeted sales programs and
in new markets through the addition of new operating locations and sales
offices. Using this approach of balanced expansion through acquisitions and
internal development, the Company's sales and operating income increased from
approximately $14.5 million and $2.1 million, respectively, in fiscal 1994 to
approximately $80.1 million and $6.1 million (including a one-time charge to
expenses of approximately $1.2 million in connection with the retirement, at a
discount, of future obligations under certain employment, consulting and
non-competition agreements), respectively, in fiscal 1997. The Company now has
13 operating locations and two sales offices in six states. See
"Business -- Products and Services" and "-- Facilities."

The Company distributes products and provides related services through four
operating subsidiaries. The Company's specialty builders' products business is
operated through De-Ro/Suncoast, Inc. ("DRS"). DRS, in turn, operates through
two divisions, Suncoast Postension ("Suncoast"), its post-tension products
division, and De-Ro Products ("De-Ro"), its household fixtures products
division. The Company's specialty industrial products business is operated
through two separately managed subsidiaries, American Packing and Gasket Company
("APG") and Mountain Empire Rubber & Specialty Co., Inc. ("MERSCO"). The
Company's telecommunications equipment business is operated through New West
Communications, Inc. ("New West").

11
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $22.8 million, after deducting estimated underwriting discount and
offering expenses and assuming an initial offering price of $11.00 per share.
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders.

USE OF PROCEEDS. The Company intends to use a portion of the net proceeds
of the Offering to repay outstanding indebtedness in the aggregate amount of
$10.4 million under its subsidiaries' credit facilities. After such repayments,
the Company's aggregate outstanding indebtedness will be $2.9 million,
consisting primarily of subordinated debt incurred in connection with the
acquisitions of DRS and New West. The Company may in the future enter into new
credit facilities, either at the Travis or subsidiary level.

The Company also intends to use approximately $1.4 million of the net
proceeds of the Offering to retire current and future obligations under certain
employment, consulting and non-competition agreements entered into in connection
with the acquisition of DRS in 1994. Pursuant to agreements between the former
owners of DRS and the Company, the Company has agreed to pay $1.4 million to
such persons, representing a prepayment discount of approximately $400,000
calculated by the Company to be owing under such agreements through the year
2002 (based on certain assumptions made by the Company regarding the amount and
timing of such payments).

The Company plans to use the net proceeds remaining after the payments
described above for working capital purposes, including to add new locations and
product lines and to finance possible acquisitions. Although there are no
material acquisitions pending as of the date of this Prospectus, the Company is
routinely engaged in evaluating and holding preliminary discussions regarding
potential acquisitions and intends to pursue new market and fill-in acquisitions
as opportunities arise. See "Business -- Acquisitions." Until used, the
proceeds of the Offering will be invested in short-term, investment-grade,
interest-bearing obligations.

SUMMARY OF CREDIT FACILITIES. At September 30, 1997, each of the Company's
subsidiaries maintained separate bank credit facilities with the same bank. All
of such facilities (described below) bear interest at a variable rate equal to
the bank's reference rate (equal to 8.50% at September 30, 1997) or the bank's
reference rate plus up to .50%, except for $1,000,000 of New West's term loan
facility (which bears interest at a fixed rate of 9.33%). All of such facilities
are secured by the equipment, inventory and accounts receivable of the
respective subsidiary and are not cross-collateralized. Availability under each
revolving credit facility is based upon a valuation of certain of the respective
subsidiary's inventory and accounts receivable. In addition, each revolving
credit facility matures on December 31, 1998. Travis does not maintain its own
credit facility but may in the future consolidate its subsidiaries' facilities
into one credit facility at the Travis level or obtain its own credit facility
if circumstances warrant.

DRS has a revolving credit facility, a term loan facility and a facility
for the purchase of equipment and vehicles. At September 30, 1997, the maximum
availability under the revolving credit facility was $7.5 million and $6.6
million was outstanding thereunder. DRS's term loan is payable in equal
quarterly installments of interest and principal through September 30, 2001. At
September 30, 1997, $865,510 remained outstanding under the term loan facility.
A maximum of $250,000 is available through December 31, 1998 under DRS's
facility for the purchase of equipment and vehicles. Each equipment advance is
payable in equal monthly installments over a five-year period and each vehicle
advance is payable in equal monthly installments over a two-to-four-year period.
As of September 30, 1997, $146,218 was outstanding under DRS's facility for the
purchase of equipment and vehicles.

APG has a revolving credit facility and a term loan facility. At September
30, 1997, the maximum availability under the revolving credit facility was $3.0
million and $1.0 million was outstanding thereunder. APG's term loan is payable
in quarterly installments of interest and principal through December 31, 1997.
At September 30, 1997, $9,401 remained outstanding under the term loan facility.

MERSCO has a revolving credit facility which provides for a line of credit
of up to $750,000 and is guaranteed by Travis. At September 30, 1997, $500,000
was outstanding under such facility.

New West has a revolving credit facility and term loan facility. Up to
$500,000 under these facilities is guaranteed by Travis. At September 30, 1997,
the maximum availability under the revolving credit facility was $1.1 million
and none was outstanding thereunder. New West's term loan is payable in
quarterly installments of interest and principal, with a final balloon payment
due September 30, 2001. At September 30, 1997, $1.3 million remained outstanding
under the term loan facility.

12
<PAGE>
DIVIDEND POLICY

The Company has not paid dividends on its Common Stock and does not
anticipate paying dividends in the foreseeable future. The Company intends to
retain any future earnings for reinvestment in the Company. The Board of
Directors is authorized, without the approval of the holders of the Common
Stock, to issue Preferred Stock containing restrictions on the payment of
dividends to holders of the Common Stock. In addition, certain provisions of the
loan documents relating to the Company's credit facilities have the effect of
restricting or, under certain circumstances, prohibiting one or more of the
Company's subsidiaries or the Company from declaring or paying dividends.
Further, if the Company obtains additional financing to fund the cash component
of future acquisitions or to provide necessary working capital, the terms of
such financing also could restrict the Company's ability to declare or pay
dividends on its capital stock. Any future determination as to the payment of
dividends will be subject to any such restrictions, will be at the discretion of
the Company's Board of Directors and will depend on the Company's results of
operations, financial condition, capital requirements and other factors deemed
relevant by the Board of Directors.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company at September 30, 1997. The table also sets forth the short-term debt
and capitalization of the Company at September 30, 1997 on an as adjusted basis
to reflect the sale by the Company of 2,272,727 shares of Common Stock offered
hereby at an assumed offering price of $11.00 per share and the application of
the net proceeds therefrom as set forth in "Use of Proceeds."

SEPTEMBER 30, 1997
-----------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
Current portion of long-term debt....... $ 1,239 $ 601
--------- -----------
Total long-term debt, less current
portion............................... 11,982 2,262
--------- -----------
Stockholders' equity:
Preferred Stock, par value $.01 per
share; 2,000 shares authorized,
27 shares issued and outstanding;
502,000 shares authorized, as
adjusted; 25 shares issued and
outstanding, as adjusted......... - -
Common Stock, par value $.01 per
share; 4,590,000 shares
authorized; 2,308,050 shares
issued and outstanding;
12,000,000 shares authorized, as
adjusted; 5,290,379 shares issued
and outstanding, as adjusted
(1).............................. 23 53
Common Stock, Class A, par value
$.01 per share; 1,530,000 shares
authorized; 703,482 issued and
outstanding; none authorized, as
adjusted......................... 7 -
Additional paid-in capital.............. 6,218 28,945
Retained earnings....................... 13,159 13,159
--------- -----------
Total stockholders' equity......... 19,407 42,157
--------- -----------
Total capitalization.......... $ 32,628 $45,020
========= ===========

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

(1) Excludes 711,910 shares of Common Stock issuable upon conversion of
outstanding preferred stock or exercise of outstanding stock options and
warrants. See "Management -- Compensation Plans."

13
<PAGE>
DILUTION

The net tangible book value of the Company's Common Stock as of September
30, 1997 was $8,725,717, or $2.89 per share of Common Stock outstanding. Net
tangible book value per share of Common Stock represents the amount of the
Company's common stockholders' equity, less intangible assets, divided by
3,017,652 shares of Common Stock outstanding as of the close of the Offering.

Net tangible book value dilution per share of Common Stock represents the
difference between the amount per share paid by purchasers of shares of Common
Stock to be sold by the Company in the Offering and the net tangible book value
per share of Common Stock immediately after completion of the Offering. After
giving effect to the sale by the Company of 2,272,727 shares of Common Stock in
the Offering at an assumed offering price of $11.00 per share and the
application of the estimated net proceeds therefrom, the net tangible book value
of the Common Stock as of September 30, 1997 would have been $31,475,717, or
$5.95 per share of Common Stock. This represents an immediate increase in the
net tangible book value of $3.06 per share of Common Stock to existing common
stockholders and an immediate dilution in net tangible book value of $5.05 per
share of Common Stock to purchasers of Common Stock in the Offering. The
following table illustrates the dilution in the net tangible book value per
share to new investors:

Assumed initial public offering price
per share.......................... $ 11.00
Net tangible book value per share
at September 30, 1997........... $ 2.89
Increase in net tangible book value
per share attributable to new
investors....................... 3.06
---------
Net tangible book value per share
after the Offering................. 5.95
---------
Dilution per share to new
investors.......................... $ 5.05
=========

The following table sets forth, as of the close of the Offering, the number of
shares of Common Stock issued by the Company, the total consideration paid and
the average price per share paid by both existing stockholders and by new
investors purchasing shares of Common Stock in the Offering:

<TABLE>
<CAPTION>
SHARES PURCHASED(1) TOTAL CONSIDERATION
--------------------- ----------------------- AVERAGE PRIE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- -------- ----------- -------- --------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)............. 3,017,652 57.0% $ 5,851,180 19.0% $ 1.94
New investors........................ 2,272,727 43.0% 24,999,997 81.0% $11.00
--------- -------- ----------- --------
Total......................... 5,290,379 100.0% $30,851,177 100.0%
========= ======== =========== ========
</TABLE>

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

(1) Excludes 711,910 shares of Common Stock issuable upon conversion of
outstanding preferred stock or exercise of outstanding stock options and
warrants at a weighted average exercise price of $5.55 per share, 402,226 of
which options and warrants are exercisable.

14
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The selected statement of income and balance sheet data as of and for each
of the years in the three-year period ended September 30, 1997 are derived from
the Company's consolidated financial statements included elsewhere herein which
have been audited by Arthur Andersen LLP, independent public accountants, and
should be read in conjunction with such financial statements and the notes
thereto. The selected statement of income and balance sheet data as of and for
the years ended September 30, 1993 and 1994 are derived from the Company's
financial statements, audited by the Company's prior independent public
accountants and Arthur Andersen LLP, respectively, not included herein. The
following data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business" and
"Risk Factors" included elsewhere in this Prospectus.
<TABLE>
<CAPTION>

YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Sales.............................. $ 13,697 $ 14,526 $ 46,339 $ 65,813 $ 80,127
Costs of goods sold................ 8,068 8,541 33,116 47,141 55,240
----------- ----------- ----------- ----------- -----------
Gross profit....................... 5,629 5,985 13,223 18,672 24,887
Operating expenses................. 3,391 3,580 9,317 13,467 18,388(1)
Amortization of intangibles........ 326 325 305 282 399
----------- ----------- ----------- ----------- -----------
Operating income................... 1,912 2,080 3,601 4,923 6,100(1)
Interest expense................... 108 96 525 673 1,107
Income before income taxes......... 1,804 1,984 3,076 4,250 4,993(1)
Income taxes....................... 681 781 1,194 1,645 1,990
----------- ----------- ----------- ----------- -----------
Net income......................... $ 1,123 $ 1,203 $ 1,882 $ 2,605 $ 3,003(1)
=========== =========== =========== =========== ===========
Net income per common and common
equivalent share................. $ 0.48 $ 0.50 $ 0.63 $ 0.84 $ 0.88(1)
Average number of shares used to
compute net income per common and
common equivalent share.......... 2,319,029 2,390,199 2,986,403 3,103,390 3,427,652

SEPTEMBER 30,
---------------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital.................... $ 5,557 $ 6,091 $ 11,683 $ 14,789 $ 17,034
Total assets....................... 7,793 8,013 26,394 30,606 45,703
Total debt......................... 883 642 7,723 8,310 13,222
Stockholders' equity............... 5,757 6,348 12,454 15,210 19,407
</TABLE>
- ------------

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

The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Consolidated Financial Statements and the
notes thereto and the Consolidated Financial Data included elsewhere herein.
Historical operating results are not necessarily indicative of the trends in
operating results for any future period.

GENERAL

The Company has experienced substantial growth in sales volume, gross
profit and operating income since 1994. The Company's sales increased from
approximately $14.5 million in fiscal 1994 to approximately $80.1 million in
fiscal 1997. Over this same period, gross profit and operating income increased
from approximately $6.0 million and $2.1 million to approximately $24.9 million
and $6.1 million (including a one-time charge to expenses of approximately $1.2
million in connection with the retirement, at a discount, of future obligations
under certain employment, consulting and non-competition agreements),
respectively. The Company accomplished this growth by completing nine
acquisitions between the beginning of fiscal 1994 and the end of fiscal 1997 and
through internal development of the Company's operations during that period,
including the operations of the companies which it acquired.

The Company's gross margins have been significantly affected by changes in
the percentage of its sales derived from the various specialty markets it serves
as a result of acquisitions and differing rates of internal development. For
example, in late 1994, the Company acquired two distributors of specialty
builders' products, which more than doubled the Company's sales and added its
second major specialty market. These acquisitions resulted in a substantial
decrease in gross margins in the 1995 fiscal year compared to the 1994 fiscal
year due to lower gross margins derived from sales of specialty builders'
products. In contrast, in fiscal 1997, gross margins rose to 31.0% from 28.4% in
fiscal 1996, primarily as a result of the Company's acquisition of its
telecommunications equipment operations, better product sourcing and
concentration on higher-margin business. While the Company prefers acquisition
candidates with higher gross margins, its primary focus is on operating margins
both in selecting acquisition candidates and in conducting its business
generally. Accordingly, the Company expects that its gross margins will continue
to fluctuate as a result of acquisitions and other changes in the number and
type of specialty markets in which it operates.

Demand for products in each of the markets currently served by the Company
is affected by different factors. The Company's specialty builders' products
operations are affected by general economic conditions, the level of new single
and multi-family building activity, weather conditions, interest rates and the
availability of credit, among other factors. While these factors are beyond the
Company's control, management believes that the strength of the economy as a
whole, particularly in the Sunbelt region where management has concentrated the
internal development efforts of its specialty builders' products operations,
should result in continuing growth in sales from these operations over the next
12 months. See "Risk Factors -- Dependence on Construction Markets."
Management believes that a majority of the Company's sales of specialty
industrial products are made to the MRO market, including oil refineries,
chemical plants, manufacturing plants, power generation facilities, waste water
treatment plants and industrial equipment repair operations. Due to the
Company's emphasis on the MRO markets, demand for the Company's specialty
industrial products has been and is expected to be more stable than if sales
were concentrated in the new construction markets. Ultimately, demand for the
Company's specialty industrial products is affected by profitability of the
end-users of the Company's products and, to some extent, by the state of the
energy industry, the level of general economic activity and new requirements of
governmental environmental and safety regulations. Demand for the Company's
telecommunications equipment, almost all of which are related to the Lucent
Technologies 5ESS central office switch, is affected by the needs of the
telephone operating companies in maintaining and expanding their central office
switching equipment and by Lucent's position and strategy in the central office
switch industry.

16
<PAGE>

The Company's business is somewhat seasonal. The Company's first and second
fiscal quarter operating results typically are adversely affected by winter
construction cycles and weather patterns as the level of activity in new home
construction markets decreases. The Company's first fiscal quarter operating
results also are typically adversely affected by the holiday season due to the
decreased level of business activity and decreased number of billing days during
that quarter. To the extent practicable, management monitors and controls
variable operating expenses and inventory levels during seasonally affected
periods to partially offset these factors. In addition, management believes that
as the Company implements its operating strategy, including new-market
acquisitions, the effects of seasonality on the Company's overall operating
results should diminish.

The following table sets forth, for the periods indicated, the percentage
of sales represented by certain items in "Selected Consolidated Financial
Data."

YEAR ENDED SEPTEMBER 30,
-------------------------------
1995 1996 1997
--------- --------- ---------
Sales................................... 100.0% 100.0% 100.0%
Gross profit............................ 28.5 28.4 31.1
Operating expenses...................... 20.1 20.5 23.0(1)
Amortization of intangibles............. 0.7 0.4 0.5
Operating income........................ 7.8 7.5 7.6(1)
Interest expense........................ 1.1 1.0 1.4
Income before income taxes.............. 6.6 6.5 6.2
Income taxes............................ 2.6 2.5 2.5
Net income.............................. 4.1 4.0 3.7(1)

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

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO YEAR ENDED SEPTEMBER 30, 1996

YEAR ENDED
SEPTEMBER 30,
--------------------
1996 1997 INCREASE
--------- --------- --------
(IN THOUSANDS)
SALES
Specialty builders' products............ $ 44,994 $ 51,258 $ 6,264
Specialty industrial products........... 20,819 24,191 3,372
Telecommunications equipment............ 0 4,678 4,678
--------- --------- --------
$ 65,813 $ 80,127 $ 14,314
========= ========= ========

Total sales increased 21.7% in fiscal 1997 compared to fiscal 1996. Sales
generated by the specialty builders' products operations increased by 13.9%,
primarily as a result of fill-in acquisitions and the opening of new locations
during fiscal 1997. The specialty industrial products operations posted broad-
based sales increases of 16.2%, substantially through internal growth. Sales
generated by the telecommunications equipment operations, acquired October 1,
1996, accounted for approximately 33% of the Company's total sales increase in
fiscal 1997.

Gross profit increased by $6.2 million to $24.9 million in fiscal 1997 from
$18.7 million in fiscal 1996. Of such increase, $2.5 million was attributable to
sales generated by the telecommunications equipment operations and the balance
resulted from internal development and fill-in acquisitions. As a percentage of
sales, gross profit increased to 31.1% in fiscal 1997 from 28.4% in fiscal 1996.
Approximately one-half of the percentage increase was attributable to the
telecommunications equipment operations. Gross margins of

17
<PAGE>

the specialty builders' products operations increased by 2.2% to 25.3% in fiscal
1997 from 23.1% in fiscal 1996, primarily as a result of better product sourcing
and a planned shift in market emphasis of post-tension product sales to
higher-margin residential builders and commercial construction contractors.
Gross margins of the specialty industrial products operations remained
relatively constant at 39.0% in fiscal 1997 compared to 39.8% in fiscal 1996.

Operating expenses increased by $4.9 million to $18.4 million in fiscal
1997 from $13.5 million in fiscal 1996. Of such increase, $1.2 million resulted
from a one-time charge relating to the retirement, at a discount, of future
obligations under certain employment, consulting and non-competition agreements.
Operating expenses of the specialty builders' products operations, exclusive of
the $1.2 million one-time charge mentioned above, increased by $2.5 million to
$10.5 million in fiscal 1997 and increased, as a percentage of sales, to 20.4%
in fiscal 1997 from 17.7% in fiscal 1996. This increase primarily reflects the
investment in personnel and overhead required to support future growth of the
specialty builders' products operations. Operating expenses of the specialty
industrial products operations increased by $481,225 to $5.9 million in 1997
resulting in a decrease, as a percentage of sales, of 1.6% to 24.2% in fiscal
1997 from 25.8% in fiscal 1996. Operating expenses of the telecommunications
equipment operations totaled $658,646 or 14.1% of sales.

Amortization of intangibles increased by $117,671 to $399,363 in fiscal
1997 from $281,692 in fiscal 1996 primarily due to amortization of intangible
assets acquired in connection with the acquisition of the Company's
telecommunications equipment operations.

YEAR ENDED
SEPTEMBER 30,
-------------------- INCREASE
1996 1997 (DECREASE)
--------- --------- ----------
(IN THOUSANDS)
OPERATING INCOME
Specialty builders' products......... $ 2,243 $ 1,150(1) $ (1,093)(1)
Specialty industrial products........ 2,821 3,507 686
Telecommunications equipment......... 0 1,671 1,671
Corporate............................ (141) (228) (87)
--------- --------- ----------
$ 4,923 $ 6,100 $ 1,177
========= ========= ==========

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

Operating income increased by 23.9% in fiscal 1997 compared to fiscal 1996.

Interest expense increased by $434,399 to $1.1 million in fiscal 1997 from
$673,007 in fiscal 1996. The increase resulted primarily from debt incurred in
connection with the acquisition of the telecommunications equipment operations
and indebtedness incurred to finance working capital expansion and equipment
additions of the Company's specialty builders' products operations.

Income taxes increased by $345,174 to $2.0 million in fiscal 1997 from $1.6
million in fiscal 1996. As a percent of pre-tax income, income taxes increased
to 39.9% in fiscal 1997 from 38.7% in fiscal 1996, primarily as a result of
higher state income tax rates on operations in California.

18
<PAGE>

YEAR ENDED SEPTEMBER 30, 1996 COMPARED TO YEAR ENDED SEPTEMBER 30, 1995

YEAR ENDED
SEPTEMBER 30,
--------------------
1995 1996 INCREASE
--------- --------- ---------
(IN THOUSANDS)
SALES
Specialty builders' products......... $ 27,057 $ 44,994 $ 17,937
Specialty industrial products........ 19,282 20,819 1,537
--------- --------- ---------
$ 46,339 $ 65,813 $ 19,474
========= ========= =========

Total sales increased 42% in fiscal 1996 compared to fiscal 1995. Sales
generated by specialty builders' products operations increased by 66.3% in
fiscal 1996 over the prior year. This increase was primarily due to internal
growth (including the development of operations acquired in fiscal 1995), the
inclusion of a full year's sales in fiscal 1996 as compared to approximately ten
months'sales in fiscal 1995, and sales from new operations acquired or opened
during fiscal 1996. Sales generated by the specialty industrial products
operations increased by 8%.

Gross profit increased by $5.4 million to $18.7 million in fiscal 1996 from
$13.2 million in fiscal 1995, primarily as a result of increased sales. As a
percentage of sales, gross profit of the specialty builders' products operations
increased to 23.1% in fiscal 1996 from 20.0% in fiscal 1995, largely due to
better product sourcing and cost controls. Gross margins of the specialty
industrial products operations remained relatively stable at 39.8% in fiscal
1996 compared to 40.5% in fiscal 1995.

Operating expenses increased by $4.2 million to $13.5 million in fiscal
1996 from $9.3 million in fiscal 1995. Operating expenses of the specialty
builders' products operations increased by $3.4 million, to 17.7% of sales in
fiscal 1996 from 16.6% of sales in fiscal 1995, primarily to support expansion
that included new branch openings and the establishment of a specialty hardware
master distributor operation. Operating expenses of the specialty industrial
products operations increased by $526,473, representing a small increase as a
percentage of sales, to 25.8% in fiscal 1996 from 25.2% in fiscal 1995.

Amortization of intangibles decreased by $23,183 to $281,692 in fiscal 1996
from $304,875 in fiscal 1995.

YEAR ENDED
SEPTEMBER 30,
-------------------- INCREASE
1995 1996 (DECREASE)
--------- --------- ----------
(IN THOUSANDS)
OPERATING INCOME
Specialty builders' products......... $ 758 $ 2,243 $1,485
Specialty industrial products........ 2,806 2,821 15
Corporate............................ 37 (141) (178)
--------- --------- ----------
$ 3,601 $ 4,923 $1,322
========= ========= ==========

Operating income increased by 36.7% in fiscal 1996 compared to fiscal 1995.

Interest expense increased by $147,946 to $673,007 in fiscal 1996 from
$525,061 in fiscal 1995. The increase resulted primarily from the inclusion of a
full year's interest expense related to operations acquired in fiscal 1995 and
additional borrowings to finance working capital needs resulting from increased
sales. The increase in interest expense was partially offset by an increase of
$73,239 in interest income on funds held by Travis to $116,314 in fiscal 1996
from $43,075 in fiscal 1995.

Income taxes as a percentage of pre-tax income remained relatively constant
at 38.7% during fiscal 1996 compared to 38.8% in fiscal 1995.

19
<PAGE>
EFFECTS OF INFLATION

The Company does not believe that inflation has had a material impact on
results of operations for the periods presented. Substantial increases in costs,
however, could have an impact on the Company. The Company believes that, to the
extent inflation affects its costs in the future, it can generally offset
inflation by increasing prices if competitive conditions permit.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary needs for capital resources are to finance
acquisitions, inventories, accounts receivable and, to a lesser extent, capital
expenditures. Borrowings for working capital typically increase during periods
of sales expansion when higher levels of inventory and receivables are needed
and decrease as inventories and receivables are converted to cash and are used
to pay down debt. Subsidiaries of the Company had $12.0 million of long-term
debt, less current maturities, outstanding at September 30, 1997, consisting of
the borrowings described below. See Note 2 to the Consolidated Financial
Statements of the Company for a discussion of borrowings as of September 30,
1997. Consistent with the Company's diversified and decentralized operating
strategy, all subsidiary debt obligations are separate with no cross-
collateralization, with the exception of the Company's guarantee of certain New
West and MERSCO obligations. See "Use of Proceeds."

CREDIT AGREEMENTS: Subsidiaries of the Company are parties to individual
credit agreements with the same bank. As of September 30, 1997, such credit
facilities: (i) permitted revolving borrowings up to an aggregate of $12.8
million, of which an aggregate of $12.3 million was available based on the
subsidiaries' borrowing base formulas and $8.1 million was outstanding; (ii)
included term loans with an aggregate of $2.2 million outstanding that are
repayable in quarterly installments aggregating $154,495, plus an annual cash
flow recapture provision of the New West loan which, based on fiscal 1997
operations, amounted to $148,566; and (iii) included a facility of up to
$250,000 to partially finance the purchase of equipment and vehicles with an
outstanding balance of $146,218. Borrowings under these credit facilities are
secured by the equipment, inventory and accounts receivable of the respective
subsidiaries. Borrowings outstanding under these agreements will be retired from
the proceeds of the Offering.

SUBORDINATED DEBT: As of September 30, 1997, subsidiaries of the Company
had an aggregate of $2.1 million of subordinated debt outstanding, consisting of
$879,822 of unsecured debt payable in quarterly installments to sellers of
businesses acquired by the Company and $1.3 million payable in equal monthly
installments to an institutional lender, secured by a second lien on
substantially all the assets of New West. The holder of New West's subordinated
debt holds warrants to purchase up to 91,800 shares of the Company's Common
Stock at $7.35 per share, which may be exercised through an offset of part or
all of the outstanding balance of the debt.

OTHER DEBT: As of September 30, 1997, subsidiaries of the Company also had
$733,183 of indebtedness outstanding to capital lessors in connection with
capital lease obligations, former owners of acquired operations and to financial
institutions for various equipment purchases. These obligations generally are
collateralized by certain assets of the subsidiaries.

Under the terms of the respective credit agreements, the Company's
subsidiaries are subject to various restrictive covenants regarding, among other
things, maintenance of working capital, net worth and other financial ratios,
incurrence of additional indebtedness, payment of management fees to the Company
and consummation of mergers and acquisitions. The respective financial ratios
may, under certain circumstances, have the effect of restricting or prohibiting
the declaration and payment of dividends by a subsidiary or the Company.

Net cash generated from (used in) operating activities was ($152,408), $2.5
million and ($571,715) for fiscal years 1995, 1996 and 1997, respectively. Cash
required to finance increased accounts receivable and inventories, net of
accounts payable increases, aggregated $2.2 million, $1.9 million and $6.2
million for fiscal years 1995, 1996 and 1997, respectively. Changes in other
non-cash working capital accounts, other than deferred tax assets and the
current portion of long-term debt, provided (used) cash of ($317,507) in fiscal
1995, $1.3 million in fiscal 1996 and $2.1 million in 1997. Capital expenditures
were $660,679,

20
<PAGE>
$788,472 and $1.6 million for fiscal years 1995, 1996 and 1997, respectively.
Four acquisitions were made in fiscal 1995 requiring cash of $8.2 million, two
acquisitions were made in fiscal 1996 requiring cash of less than $200,000 and
three acquisitions were made in fiscal 1997 requiring cash of $4.1 million.

The Company's acquisition strategy will require significant capital
resources and, as a result, the Company may need to incur additional
indebtedness. To pursue this strategy, the Company also may need to issue, in
public and private transactions, equity or debt securities, the terms of which
will depend on market and other conditions. The Company requires capital not
only for acquisitions, but also for the effective integration, operation and
expansion of existing businesses. The Company believes that the net proceeds of
the Offering, together with cash generated from operations and funds that may be
available under future credit facilities, will be adequate to support the
foreseeable capital requirements of the Company and its subsidiaries through
1998. There can be no assurance, however, that future credit facilities will be
available to the Company on acceptable terms or at all, and a large acquisition
or a number of smaller acquisitions may require funds in excess of available
capital.

21
<PAGE>
BUSINESS

GENERAL

The Company's objective is to become a leading diversified wholesale
distributor of specialty products and related value-added services in the United
States. In pursuing this objective, the Company endeavors to achieve significant
product, customer, vendor and geographic diversity by establishing operations in
a limited number of distinct niche markets and to increase the sales and net
income of those operations through further market penetration and the addition
of locations and products sold within such markets. The Company focuses on
markets where the demand for specialized products or value-added services offers
opportunities to obtain higher margins than those typically attainable in
markets for more standard, high-volume merchandise and where opportunities exist
for consolidation. The Company implements its strategy through new market
acquisitions that add new product groups, vendors and customers to the Company's
base, through fill-in acquisitions that establish new locations or complementary
product lines for its existing operations and through internal development
efforts to increase penetration of the markets in which it operates. The Company
maintains a decentralized management structure that provides the managers of its
operating subsidiaries with discretion in conducting their respective operations
while affording them the benefits of the Company's executive management
expertise. The Company leverages the expertise of its executive and operating
managers to achieve commonalities among its operating subsidiaries that result
in management efficiencies and cost savings.

INDUSTRY OVERVIEW

The Company operates in the distribution industry. Wholesale distribution
is one of the largest and most fragmented industries in the United States.
According to the U.S. Department of Commerce, aggregate sales of distributors
based in the United States in 1996 exceeded $2.5 trillion. The Company believes
that distributors generally add value to the supply chain for products by
reducing the cost of doing business for both their suppliers and customers.
Distributors may reduce the cost of their suppliers' operations by placing large
orders at regular intervals, which allows suppliers to plan production more
efficiently, by maintaining and financing inventories, and by providing
transportation, logistics, sales and marketing and customer support services
which these suppliers would otherwise be required to provide. Similarly,
customers receive inventory, logistics and technical support services from
distributors. These services may reduce operating costs of those customers as a
result of their ability to maintain lower levels of inventory, purchase from a
reduced number of suppliers and receive technical assistance and product
support.

The distribution industry has experienced significant changes in recent
years. Capitalizing on the industry's fragmentation, some larger distributors
grew considerably during the past decade through acquisitions to achieve
economies of scale and other advantages gained from higher sales volumes, wider
geographic range, added purchasing power and more sophisticated computer
systems. This consolidation trend has been accelerated by certain distribution
customers that have sought to reduce the total cost of their purchasing
activities by placing larger orders with fewer distributors or integrated
suppliers, by outsourcing their purchasing function to inventory management
firms or by investing in technology designed to maximize opportunities for
savings. At the same time, certain industries have developed effective
alternatives to wholesale distribution for the distribution of products, such as
catalogs, mass merchants and

22
<PAGE>
other retailers, and placing orders directly with manufacturers through
electronic commerce, including the Internet. The Company believes these trends
have been strongest in larger markets and markets for high volume, low margin,
commodity-type products, and have resulted in consolidation and integrated
supply alliances among distributors as they position themselves to better serve
their larger customers.

The Company differs from many other distributors in that it operates
exclusively in specialty markets. The specialty markets sought by the Company
are defined by a number of characteristics that distinguish them from larger
markets and markets for commodity-type products. Although not all specialty
markets exhibit all of these characteristics, generally they include: (i) a
small to medium total market size, (ii) above-average margins and returns on
assets due to the nature of the products or unique value-added services offered,
(iii) a limited number of competitors and the absence of a dominant, national
competitor, and (iv) a high degree of fragmentation at the distributor, supplier
and customer levels. The Company believes specialty markets are less capable of
being served by alternatives to wholesale distribution and offer greater
opportunities than commodity-type markets to gain substantial market shares in
the niches the Company serves.

STRATEGY

The Company's objective is to become a leading diversified wholesale
distributor of specialty products and provider of related value-added services
in the United States. To achieve this objective, the Company's strategy includes
the following:

FOCUS ON DIVERSIFIED, SPECIALTY MARKETS. The Company focuses on operating
in specialty markets where it believes it can capitalize on its competitive
advantages relative to the smaller, local or regional distributors who have
traditionally served such markets. The Company believes that specialty markets
permit broader product, customer, vendor and geographic diversification because
initial entry into a number of such markets and subsequent geographic expansion
within those markets requires substantially less capital than is required to
penetrate larger markets. The markets targeted by the Company also involve
products requiring technical support or other value-added services which the
Company believes makes them less suitable for catalog, retail, electronic
commerce or other alternatives to traditional wholesale distribution. The
Company currently operates in three different markets and expects to enter other
distinct specialty markets over the next several years. By operating in a number
of different specialty markets, the Company believes it can more effectively
manage economic fluctuations than other distributors that may have a broad
geographic range and a large number of customers, but lack the Company's
product, customer and vendor diversity.

EMPHASIS ON VALUE-ADDED SERVICES. The Company seeks to provide superior
service to its customers by maintaining a broad inventory and providing
value-added services such as just-in-time delivery, technical assistance and
fabrication to customer specifications. The Company believes that the depth and
breadth of its inventory, combined with its just-in-time delivery services,
enable it to maintain its pricing structure, especially under circumstances
where product unavailability might result in shut-downs, delays or interruptions
in its customers' operations. The Company also offers a variety of other
value-added services in connection with its distribution activities, including
packaging, delivery, installation and warranty repair services for household
fixture products; design, engineering and in-field assistance for post-tension
cable systems; and fabrication of gaskets and other industrial rubber products,
industrial glass, plastics and mirrored by-pass doors. By providing such
services, the Company is typically able to generate above-average margins
without significant capital costs and to attract a more loyal and diverse group
of customers than would otherwise be possible.

EXPANSION THROUGH INTERNAL DEVELOPMENT. While the Company continually
searches for opportunities to expand existing operations through fill-in
acquisitions (see "-- Acquisitions"), it balances its acquisition efforts with
internal development efforts. The Company's internal development goals are to
increase penetration of its existing geographic markets by adding new products
for sale to existing customers and to intensify efforts to sell to new customers
in those markets. The Company also pursues internal development by expanding
into new geographic markets through the addition of new production

23
<PAGE>
locations, warehouses or sales offices in territories contiguous to existing
operations. For example, the Company recently established a sales office for its
commercial post-tension cable products and services in Orlando, Florida and a
showroom for its household fixture products and services in Austin, Texas. The
Company believes that its operating subsidiaries may expand internally at a
faster pace than most of their respective competitors because the Company can
provide its subsidiaries with the capital resources and corporate-level services
that such competitors often lack.

DECENTRALIZED, COMMON OPERATING APPROACH. The Company maintains a
decentralized operating structure that provides the managers of its subsidiaries
with discretion in conducting their respective operations while affording them
the benefits of the Company's executive management expertise. The Company's
executive management team performs all corporate-level executive functions of
the Company, including identifying acquisition targets, negotiating the terms of
acquisitions and related credit facilities and providing centralized
administrative services, such as finance and insurance purchasing. This
structure allows the Company to spread the costs associated with administrative
services and other corporate-level functions while allowing its operating
managers the flexibility to maintain their focus on their respective businesses,
personally develop relationships with key customers and pursue opportunities in
their markets. In addition, the Company benefits from the efficiencies that can
be achieved through a common but flexible approach to several important
operational elements of wholesale distribution. The Company has implemented and
refined common sales techniques that include a combination of inside and outside
sales forces, telemarketing, direct mail programs and electronic catalogs. Each
of the Company's subsidiaries also has a computer operating system which
provides inventory and warehousing management, financial management reports,
accounts payable and receivable functions and computer-based ordering and
purchasing capabilities tailored for the individual requirements of the
subsidiary. The Company believes that its decentralized, common operating
approach can be successfully applied to most of the companies it may seek to
acquire, even though they may be at various stages of operational development.

ACQUISITIONS

The Company has relied on both new market and fill-in acquisitions in
connection with its efforts to become a leading diversified wholesale
distributor of specialty products and related value-added services. The Company
believes that acquisitions are often the most cost-effective means to enter new
specialty markets or to expand geographically within existing markets. To date,
the Company has established operations in three different specialty markets, and
intends to add operations in other new markets over the next several years. In
analyzing possible new market acquisitions, the Company considers candidates
that, like its previous new market acquisitions, exhibit some or all of the
following characteristics: (i) dominant local or regional competitor in a
specialty market, (ii) fragmented market with attractive opportunities for
consolidation, (iii) identifiable value-added services, (iv) high margins, (v)
above average return on assets and (vi) healthy earnings as a percentage of
sales. In addition, the Company generally requires that new market acquisition
candidates have experienced and dedicated managers willing to leverage the
business planning, operational experience, acquisition expertise, access to
capital and other advantages offered by the Company to obtain a substantial
share of the national market for their products and services.

After establishing operations in a new market, the Company seeks to
supplement its internal expansion within the market through fill-in
acquisitions. The Company believes that fill-in acquisitions can increase the
Company's sales without a proportionate increase in administrative costs. Since
1994, the Company has completed eight fill-in acquisitions and continually
searches for opportunities to add complementary product lines and extend its
reach into new territories utilizing fill-in acquisitions. In pursuing these
acquisitions, the Company typically considers smaller competitors that operate
in geographic areas contiguous to those in which the Company operates or that
distribute products within its existing territories that are related to the
Company's existing product lines and may be marketed effectively to its existing
customers.

The Company's general practice in connection with acquiring a new business
is to retain the services of its chief operating managers in order to capitalize
on their valuable understanding of the local or regional market and their
relationships with important customers. The Company's executive officers and new

24
<PAGE>
operating managers jointly formulate business plans on an annual basis to target
areas for operational improvement. These plans identify opportunities for growth
and for implementing the Company's commonalities with respect to corporate-level
functions, marketing and MIS. In addition, in order to align the interests of
the Company's operating managers with those of the Company's stockholders, a
significant portion of the managers' compensation is based on the performance of
their respective businesses. Management believes that this partnership approach,
together with its access to capital and decentralized management structure, will
continue to attract qualified acquisition candidates to the Company.

The following table summarizes the new market and fill-in acquisitions
completed by the Company since 1994:
<TABLE>
<CAPTION>

ACQUISITION DATE TYPE LOCATION PRODUCTS
- ------------------------------------- ------ ------------ ------------------ -----------------------
<S> <C>
MERSCO 10/94 Fill-in Johnson City, Specialty industrial
Tennessee products
De-Ro(1) 12/94 New Market Houston, Texas Household fixtures
Suncoast(1) 12/94 New Market Houston, Texas Post-tension cable
systems
Cable Systems, Inc.(2) 02/95 Fill-in Austin, Texas Post-tension cable
systems
Ameraflex Plastics(3) 03/95 Fill-in Houston, Texas Fabricated plastic
products
The Rebar Shop(2) 02/96 Fill-in Austin, Texas Reinforcing steel bar
and accessories
Pine Top Mine Supply(4) 06/96 Fill-in Pine Top, Kentucky Specialty industrial
products
New West 10/96 New Market San Luis Obispo, Refurbished
California telecommunications
equipment
MD Steel(2) 05/97 Fill-in Ontario, Post-tension cable
California systems
Fabrication Plus(4) 06/97 Fill-in Hazard, Kentucky Specialty industrial
products
Valley Seals(4) 10/97 Fill-in Johnson City, Specialty industrial
Tennesseee products
</TABLE>
- ------------

(1) Although the Company acquired De-Ro and Suncoast in separate transactions,
the Company treats such acquisitions as one new market acquisition because
De-Ro and Suncoast both serve the specialty builders' products market.

(2) Purchased by DRS.

(3) Purchased by APG.

(4) Purchased by MERSCO.

25
<PAGE>
The Company believes that there are many attractive acquisition candidates
in the wholesale distribution industry because of the highly fragmented nature
of specialty markets, industry participants' need for capital and their owners'
desire for liquidity. The Company believes that the proceeds of the Offering,
together with the availability of publicly traded stock following the Offering,
will enable it to pursue its acquisition program; however, there can be no
assurance that suitable candidates can be found or that the Company will have
the necessary resources to complete desirable acquisitions. See "Risk
Factors -- No Assurance of Future Growth Through Acquisitions."

PRODUCTS AND SERVICES

The Company's products and services fall into three general categories: (i)
specialty builders' products and services, (ii) specialty industrial products
and services and (iii) telecommunications equipment. The following table sets
forth the approximate percentage of the Company's sales attributable to these
categories during each of its fiscal years since 1994.

PERCENTAGE OF SALES
------------------------
YEAR ENDED SEPTEMBER 30,
------------------------
PRODUCTS AND SERVICES 1995 1996 1997
- ------------------------------------- ---- ---- ----
Specialty builders' products......... 58 % 68 % 64 %
Specialty industrial products........ 42 % 32 % 30 %
Telecommunications equipment......... - - 6 %
---- ---- ----
100 % 100 % 100 %

SPECIALTY BUILDERS' PRODUCTS AND SERVICES. The specialty builders'
products distributed by the Company are primarily comprised of (i) post-tension
cable products and (ii) household fixture products.

POST-TENSION CABLE PRODUCTS AND SERVICES. The Company distributes
post-tension cable to single-family residential contractors in the areas around
its distribution facilities in Houston, San Antonio and Austin, Texas, Ontario,
California and Phoenix, Arizona, as well as to commercial construction
contractors throughout the continental United States and in several foreign
countries. The Company generally does not compete for infrastructure
construction projects (roads, bridges and tunnels). The Company is the dominant
post-tension cable company serving the single-family residential construction
market in Houston. In addition, based on the volume of its steel cable
purchases, the Company believes it is one of the largest distributors of
post-tension cable to the residential and commercial construction markets (other
than infrastructure projects) in the United States. The Houston location is the
main production and engineering facility, housing two unbonded post-tension
cable extruders, two cable cutting lines and an engineering staff of 14. Each of
the Company's other operating locations, except the Phoenix location, has one
cutting line.

The products distributed by the Company's post-tension cable operations are
comprised primarily of unbonded post-tension cable tendons, reinforced steel bar
(rebar) and related anchors, and other accessories. Unbonded post-tension cable
is used by the Company's customers in connection with the post-tension
compression of pre-stressed concrete, particularly in connection with
slab-on-grade foundations and commercial concrete structures. The basic function
of pre-stressing concrete is to eliminate or greatly reduce the tensile stresses
to which crucial areas of concrete structures are subjected. This objective is
accomplished by stretching high-strength steel cable to induce compressive
stresses in concrete. Compressive stresses are induced in pre-stressed concrete
by either pre-tensioning or post-tensioning the steel cable. In post-tensioning,
the concrete is cast around, but not in contact with, unstretched steel cable.
The steel cable is stretched after the concrete has hardened by anchoring one
end against the concrete and using hydraulic jacks to pull the other. After
stretching, the second end also is anchored. The concrete in between the anchors
is consequently highly compressed. The strengthening effect of compression in
concrete acts like the horizontal squeeze that is applied to a row of books.
From each end, compressive stresses are applied throughout the entire row;
although the center volumes are unsupported, the books can be lifted and carried
horizontally.

26
<PAGE>
Applying the post-tension cable system to slab-on-grade foundations
provides a floating slab less likely to crack in areas where soils are composed
primarily of clay or other sediments and are prone to shifting. In residential
slabs, the post-tension system allows use of less concrete than conventional
rebar foundations, typically resulting in savings to the builder of 10% to 15%.
The Company estimates that approximately 90% of the new residential construction
recently completed or commenced in the Houston area involved post-tension
slab-on-grade foundations. Use in other markets varies, but the Company believes
that the market for post-tension slab-on-grade foundations is growing at the
rate of 15% to 20% per year in some markets where a significant amount of new
housing development is in areas with unstable soils or the benefits of
post-tension cable systems otherwise have been recognized. In commercial
applications, pre-stressing of concrete can reduce limitations on the spans and
loads for many concrete structures, resulting in more economical designs. The
Company's commercial projects include parking garages, casinos, hotels,
condominium developments, apartment buildings, office towers and other concrete
buildings where the architectural plans call for large, open, covered spaces
where post-tension cable engineering is best applied.

The Company is invited by commercial construction contractors to bid on
projects as a subcontractor and receives orders from residential and wholesale
customers by telephone and facsimile. Once an order is received, the Company
cuts the required lengths of cable at one of its locations and ships the order
for delivery to the job site. The Company uses its own fleet of trucks to
deliver its post-tension cable products to sites nearby its locations and uses
trucking services, freight trains or ships for post-tension cable deliveries to
other sites. The Company offers design, engineering and in-field assistance in
connection with most of its orders, and the Company believes that these
value-added services attract a significant number of its post-tension cable
product customers.

Since acquiring the post-tension cable product group in December 1994, the
Company has concentrated on decreasing reliance on distribution to the Texas
single-family market by expanding the geographic reach of its single-family
residential component throughout the southwestern United States and intensifying
its marketing to commercial construction contractors operating nationwide and
overseas. The Company has completed three fill-in acquisitions that established
its post-tension cable and rebar businesses in Austin, Texas and Ontario,
California, and opened its Phoenix location in August 1996. The Company has seen
growing demand for residential post-tension cable systems in each of these
metropolitan areas. In addition, the Company was the successful bidder recently
for four projects in Peru and one in Uruguay, and expects to continue to explore
opportunities in the rest of South America through a joint marketing arrangement
with one of its suppliers. In April 1997, the Company opened a sales office in
Orlando, Florida to begin marketing its commercial products and services in
central and southern Florida.

HOUSEHOLD FIXTURE PRODUCTS AND SERVICES. The Company currently offers a
wide range of household fixture products including locksets, door and cabinet
hardware, functional hardware, decorative bath accessories, storage and closet
systems, high-end plumbing fixtures, front doors and mirrored by-pass doors. The
Company's primary household fixture product is door hardware (including handles
and locksets). The Company offers a wide variety of brand-name locksets,
including KwiksetT, HarlocT, SchlageT, BaldwinT and WeiserT, as well as
well-known brands of other household fixtures.

From three warehouse locations in Houston, Dallas and San Antonio, Texas,
the Company distributes household fixture products primarily to production and
custom builders serving the new single-family residential markets in Texas and
the new multi-family market (including apartments, assisted living centers,
retirement homes and motels) throughout the United States. The markets served by
the Company are distinct from the repair and remodel market for household
fixtures, where the customer base is generally composed of professional
contractors and homeowners. The Company also acts as a wholesale distributor of
some of its household fixture products to hardware stores, lumber yards and
other retail outlets, primarily in Texas.

The Company maintains a broad selection of household fixture inventory so
that it may provide a correctly assembled package of products, properly keyed,
just-in-time for installation at the customer's jobsite. The Company operates a
fleet of trucks and vans in order to provide superior delivery service in and
around its warehouses or ships the package by one- or two-day courier services
to more remote locations. In

27
<PAGE>
addition to ordering by telephone or facsimile, household fixture customers may
visit the Company's showrooms in Houston, Dallas, San Antonio and Austin. These
facilities attract designers and builders who prefer the personalized service
provided by the Company's showroom salespeople or whose home-buyers want to
personally select the household fixture products that will be installed in their
homes. The Company also provides installation and warranty repair services for
certain products and offers assistance to builders and home-buyers in selecting
appropriate products by reviewing architectural plans.

Since acquiring the household fixture products product group in December
1994, the Company has focused on improving and internally expanding its
distribution capabilities in this area. The Company recently opened a custom
showroom in Austin, Texas and expanded its household fixture product offerings
by adding an array of front doors and high-end plumbing fixtures such as
bathtubs and sinks. In early 1996, the Company established the Express LockT
division, which distributes locksets to other distributors in Texas, Oklahoma
and New Mexico. The Company plans to add other products to Express LockT's
wholesale distributor line over the next few years as opportunities arise.

SPECIALTY INDUSTRIAL PRODUCTS AND SERVICES. The Company distributes a
large variety of specialty industrial products, primarily industrial sealing and
hose products and related items, such as gaskets, compression packing, o-rings,
gasketing material, rubber hose and its APGT brand-name cam and groove hose
couplings. These industrial sealing and hose products, which are used
principally by process industries that use fluids in formulating their products,
accounted for approximately 88% of the Company's sales of specialty industrial
products in fiscal 1997. The Company also sells industrial glass manufactured by
CorningT, SchottT and others. These products are used in various industrial
processes requiring observation points. In fiscal 1997, sales of all types of
industrial glass accounted for approximately 5% of the Company's specialty
industrial products sales. In addition, the Company distributes plastic lenses
for sandblasting helmets, plastic safety visors, plastic display arrangements
and other fabricated plastic products. Approximately 7% of the Company's
specialty industrial product sales in fiscal 1997 were attributable to sales of
these products.

The Company distributes specialty industrial products primarily from
warehouse/office locations in Houston, Texas, where it acts as a master
distributor of most products and serves customers nationwide, and in Johnson
City, Tennessee, where it generally sells products directly to OEMs and the MRO
market in eastern Tennessee, eastern Kentucky, southwestern Virginia and western
North Carolina. Customers purchasing the Company's specialty industrial products
may do so from catalogs by telephone or facsimile, through the Company's
computerized order system or in person. The Company promptly fabricates or
otherwise prepares the products to the customers'specifications and generally
ships them to their destination through one- or two-day courier service. The
Company's value-added services include custom gasket cutting (utilizing a die
library of over 10,000 dies); gasket material cutting, stripping and
fabrication; hose fabrication; o-ring vulcanization; glass cutting, grinding and
drilling; and plastics fabrication.

In early 1997, the Company added a new plastics press to its Houston
location, significantly increasing production capacity. During fiscal 1996, the
Company completed a fill-in acquisition which added its Pine Top, Kentucky
facility serving primarily the mining industry in eastern Kentucky. This
facility moved to Hazard, Kentucky in the summer of 1997 and was supplemented
with a complementary product line purchased from a local company. The Company
also recently completed the purchase of another complementary line of products
for its Johnson City, Tennessee location. The Company's sales of industrial
products to customers in Canada and Mexico has been growing slowly over the past
few years, and the Company is increasing its marketing efforts in those
countries.

TELECOMMUNICATIONS EQUIPMENT. The Company distributes telecommunications
equipment from one warehouse location in San Luis Obispo, California. This
equipment consists primarily of surplus and refurbished plug-in circuit boards
(PICs) for the Lucent Technologies 5ESS telecommunications central office
switch. Central office switches perform routing and switching tasks for
operators of large telephone systems, such as the regional Bell telephone
companies, cellular telephone companies, government agencies, universities and
large corporations. Each PIC is designed to control a different function
performed by the switch, such as line boards that control routing to a number of
different telephone lines and memory

28
<PAGE>
boards that control voice mail systems. The switch's modular design extends its
useful life because owners may expand its capabilities easily by adding or
replacing PICs and other components, which are upgraded continuously by Lucent.

The Company obtains surplus and refurbished telecommunications equipment
directly from Lucent and other sources, and is able to offer the equipment to
its customers at significant cost savings over new components. The products
obtained from Lucent have been tested by Lucent and are accompanied by a
manufacturer's warranty. While the Company distributes almost all of the PICs
for the Lucent 5ESS switch, the PICs represent a small percentage of the
switch's components. Almost all of the Company's sales of telecommunications
equipment are attributable to PICs for the Lucent 5ESS switch.

The Company maintains a broad inventory of its telecommunications equipment
products at its warehouse and continually monitors available resources to
determine quantities and prices of other equipment in the market. The Company's
customers may order telecommunications equipment by telephone or facsimile. The
Company then fills the order from its inventory stock or by purchasing from
other sources and has the equipment delivered to the customer by one- or two-day
delivery service. The Company does not perform any refurbishing or warranty
repair services in connection with the distribution of telecommunications
equipment.

The Company plans to increase the number of salespeople marketing its
telecommunications equipment in order to reach a broader range of potential
customers, including large corporations, cellular phone companies, cable
companies and government agencies. The Company also is evaluating the merits of
expanding its telecommunications equipment product range to include other
replacement parts for the Lucent 5ESS switch and surplus and refurbished
components for the Nortel central office switch (one of the principal
alternatives to the Lucent 5ESS switch).

COMPETITION

The markets in which the Company competes are highly fragmented, consisting
of many regional and local suppliers of the types of products distributed by the
Company. The Company is not aware, however, of any other company that competes
in all of its markets, and believes that the diversity of its operations
shelters it from many of the effects of industry-specific cycles and general
business cycles that impact its competitors.

The Company believes that the principal competitive factors in the
specialty wholesale distribution markets in which it competes are product
quality and selection, reliable immediate or next-day delivery, technical
value-added services, product pricing and customer relationships. The Company's
strategy includes elements that, in its view, position the Company to compete
effectively on these bases. See "-- Strategy." Although there are a large
number of distributors of the products offered by the Company, based on industry
reports and its own experience, the Company believes that many of them carry
fewer products, operate in a more local area (often from a single location) and
have significantly lower sales than the Company. Nevertheless, the Company
encounters competition in each of its markets from larger companies with greater
resources and smaller companies with lower overhead.

CUSTOMERS

During fiscal 1997, the Company sold its products to over 8,700 customers
located throughout the United States and, to a lesser extent, Canada, Mexico and
other countries. The Company has three principal categories of customers: (i)
residential builders and commercial construction contractors, (ii) intermediate
distributors of industrial products and (iii) operators of central office
telephone systems. In fiscal 1997, the Company's top ten customers accounted for
approximately 17% of the Company's overall sales, and no customer accounted for
more than 3.1% of the Company's overall sales.

The majority of the Company's sales of specialty builders' products during
fiscal 1997 were attributable to sales to single-family residential builders in
Texas; however, the Company anticipates more sales outside of Texas as marketing
efforts are focused on commercial construction contractors, international
customers and the customers accessible from recently added and planned
locations. None of

29
<PAGE>

the Company's specialty builders' products customers was responsible for more
than 4.2% of the Company's sales of specialty builders' products during fiscal
1997, nor more than 2.7% of the Company's overall sales for such period. In
fiscal 1997, the Company distributed its specialty industrial products to more
than 7,500 geographically diverse customers, none of which accounted for more
than 2.8% of sales of such products, nor more than 0.9% of the Company's overall
sales. The Company's telecommunications equipment is distributed to
approximately 15 different customers, primarily the regional Bell telephone
companies, none of which accounted for more than 3.1% of the Company's overall
sales.

VENDORS

The Company endeavors to maintain broad inventories of all of its important
products so that it may promptly fill and deliver customer orders. In fiscal
1997, the Company placed aggregate orders exceeding $49.5 million with 600
different vendors. In general, the Company enters into non-exclusive, short-term
arrangements with vendors, typically extending up to a year, which set prices
and provide for shipping terms. In fiscal 1997, approximately 73% of the
Company's product costs were attributable to purchases from vendors in the
United States, with the balance attributable to purchases of foreign products,
including products manufactured in Venezuela, South Africa, Mexico, Taiwan,
China, Slovakia and Italy. While foreign sources may enable the Company to
source certain products at lower prices than those generally prevailing in the
U.S. market, the longer lead times for production and shipment by foreign
suppliers usually require the Company to carry a higher volume of inventory than
it otherwise might. In addition, while the Company avoids currency exchange
risks by purchasing in dollars, it is subject to political and other risks
associated with foreign purchasing.

In general, the Company believes that it has good relationships with its
vendors and, to date, has not experienced significant difficulty in obtaining
products in sufficient quantities. However, the Company purchases substantially
all of its telecommunications equipment from Lucent Technologies. Although the
Company has no reason to believe that its relationship with Lucent will change
materially in the near future, the Company has no control over Lucent's prices
or sales by Lucent to the Company's competitors. Similarly, the Company acquires
all of its APGT brand-name cam and groove couplings and related products from a
manufacturer in Taiwan. Sales of these products generated approximately 4.3% of
the Company's sales in fiscal 1997. While the Company believes that alternative
sources for its APGT brand-name cam and groove couplings exist, there can be no
assurance that it could purchase couplings with the same quality and special
features as those currently available. In addition, the Company believes it is
one of the largest purchasers of raw steel cable for use in post-tension cable
systems in the United States. The Company has not experienced interruptions in
the supply of such steel cable in the past; however, there are a limited number
of companies that can supply the Company with steel cable in the volumes it
requires. Any interruption in the supply of any of these and certain other
products could negatively affect the Company's operating results.

SALES AND MARKETING

The Company markets its products primarily through an experienced sales
force consisting on September 30, 1997 of approximately 35 field-based
salespersons and 36 inside salespersons, some of whom receive commissions or
bonuses based on sales or profits. The field-based sales force calls regularly
on construction, secondary distributor, industrial and corporate customers with
the objective of building strong sales relationships and ensuring that
customers' technical and product needs are satisfied. Inside salespersons handle
telephone inquiries, including responding to technical questions, and perform
other tasks such as order entry, expediting, invoicing and promotion of tools
and accessories related to products that have been ordered by customers. The
Company's salespersons receive regular training to develop their knowledge of
the Company's products and technical capabilities and to refine their customer
skills.

The Company supplements the efforts of its sales force through joint
marketing initiatives with suppliers, participation in industry trade shows and
conferences, direct mail programs, telemarketing and advertising in industry
publications. In addition, the Company promotes sales to existing customers
through paper and electronic catalogs, as well as through specific product
literature and newsletters. The Company

30
<PAGE>
updates all of its marketing materials as necessary to keep customers informed
of new and discontinued products. In addition, the Company has recently created
Internet home pages for two of its four subsidiaries and is in the process of
creating home pages for the others.

COMPUTER SYSTEMS

Each of the Company's operating subsidiaries other than New West utilizes a
computer software system developed for distribution companies. The Company
selected the system to improve the efficiency of its sales order entry,
purchasing, inventory management, expediting, quotation, credit granting and
management information reporting functions. In addition, a pricing module
provides contract pricing, pricing by specific customer and customer groups and
volume discount pricing. A built-in report feature, augmented by a report writer
module, provides flexible management reporting capabilities, including a daily
summary of sales, purchasing, inventory, accounts receivable and cash activity.
The system supports EDI and barcoding, and allows selected customers access via
modem to check stock and pricing and to place orders. New West does not maintain
a computer system because the small number of orders it possesses do not warrant
the expense.

The Company also has installed a personal computer network interfaced to
the primary distribution software system at APG. The network provides multiple
order entry sessions, faxing of scanned documents such as catalog information,
price lists and material specifications, access to personal productivity
software, freight rate shopping, order tracking via the freight manifest system,
and access to the Internet for e-mail and package tracking. The Company is
evaluating the benefits of installing similar networks at its other
subsidiaries' locations.

Management believes that Year 2000 issues, if any, will not materially
affect the Company's operations.

EMPLOYEES

As of September 30, 1997, the Company employed 380 individuals, 15 of whom
were executive or operations managers, 91 of whom were clerical, administrative
and technical personnel, 71 of whom were sales personnel and 203 of whom were
warehouse, production and service personnel. Following the Offering, the Company
plans to expand its headquarters staff to manage the increased financial
reporting responsibilities of a publicly traded company and the increasing
administrative responsibilities associated with the Company's growth. The
Company's employees are not unionized. The Company considers its relations with
its employees to be good.

FACILITIES

Other than its executive and sales offices, the Company's facilities
generally consist of warehouse and office space and fabrication or production
areas. Except for a small parcel of land with a building adjacent to APG's
existing facilities, which is not currently used by the Company, all of such
facilities are leased for terms ranging from one to five years and expiring
between January 1998 and July 2002. The Company's leases are noncancelable prior
to the expiration of their terms, and certain of the leases contain renewal or
purchase options. The Company believes its facilities are adequate for its
current and reasonably foreseeable needs and that suitable additional or
alternative space is or will be available as needed to replace existing
facilities or to accommodate future growth.

LEGAL PROCEEDINGS AND INSURANCE

From time to time the Company is involved in various legal proceedings
incidental to the ordinary conduct of its business. Management believes that the
legal proceedings in which the Company is currently involved will not have a
material effect on the Company's financial condition or results of operations.
The Company maintains comprehensive general liability insurance in scope and
amounts which it believes are customary for its industry. Although the Company
believes that most lawsuits against the Company will be covered by its
insurance, there can be no assurance that the coverage limits of such insurance
will be adequate to protect the Company against all claims. In addition, there
can be no assurance that the Company will be able to maintain comprehensive
liability insurance in the future on acceptable terms or with adequate coverage
against potential liabilities.

<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY MANAGERS

The following table sets forth certain information regarding the executive
officers, members of the Board of Directors and certain key managers of the
Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ----------------------------------------
<S> <C>
Barbara Mills Henagan(1)(2)............... 38 Chairman of the Board
President, Chief Executive Officer and
Kirby Attwell............................. 62 Director
Vice President-Finance, Treasurer and
Tim W. Fogelsong.......................... 54 Secretary
David K. Barth(1)......................... 54 Director
Nolan Lehmann(1)(2)....................... 53 Director
Irvin A. Levy(2).......................... 63 Director
Craig R. Cowan............................ 34 President, New West
William G. Flesner........................ 57 President, APG
Curtis R. Sprague......................... 45 President, MERSCO
Larry E. Stadler.......................... 42 President, Suncoast
</TABLE>

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

(1) Member of the Audit Committee of the Board of Directors.

(2) Member of the Compensation Committee of the Board of Directors.

The Board of Directors consists of five members who hold office for one
year terms or until their successors are elected. Executive officers hold office
for one year terms or until their successors are elected.

Ms. Henagan has been Chairman of the Board of Directors of the Company
since 1992. Ms. Henagan has been a senior managing director of Bradford
Ventures, Ltd., a private investment firm, since 1992, and a general partner of
Bradford Associates, a private venture firm that is the general partner of
Bradford Venture Partners, L.P., since 1986. Ms. Henagan also is a director of
Central Sprinkler Corporation.

Mr. Attwell co-founded the Company in 1986 and has been a director and its
President and Chief Executive Officer since that time. In June 1997, he received
Ernst & Young's Houston 1997 Entrepreneur of the Year Award in the distribution
industry category. From 1979 to 1983, he was president and chief executive
officer of Supply Corporation International, a pipe, valve and fittings
supplier, and from 1965 to 1979, he held various positions, including president
and chief executive officer, with Lincoln Financial, Inc., a financial services
company. Prior to joining Travis, he operated his own financial and management
consulting company. Mr. Attwell also serves as a director of Vallen Corporation.

Mr. Fogelsong co-founded the Company in 1986 and has been Vice
President-Finance, Treasurer and Secretary of the Company since 1987. From 1979
to 1983, he was vice president/finance for Supply Corporation International,
which he left to join Equus Capital Corporation, an affiliate of Equus II
Incorporated. Mr. Fogelsong is a certified public accountant and, from 1970 to
1979, was a manager in the audit section of Arthur Young & Company.

Mr. Barth has been a director of the Company since 1992. He is the
president of Barth Smith Company, an investment and management consulting firm
specializing in strategy, marketing, operating and executive staffing issues
associated with various distribution channels, which he founded in 1991. Prior
to that time, he was vice president, planning and development of, and held
various other positions with, W.W. Grainger, Inc. Mr. Barth also is a director
of Industrial Distribution Group, Inc.

Mr. Lehmann has been a director of the Company since its founding in 1986.
Mr. Lehmann is also the president and a director of Equus II Incorporated, a
registered investment company whose stock is traded on the American Stock
Exchange. He has been president and a director of Equus Capital Management
Corporation, a registered investment adviser, since 1983. Prior to joining
Equus, Mr. Lehmann was employed by Service Corporation International, where he
held various positions including vice president-corporate development. Mr.
Lehmann also serves as a director of Allied Waste Industries, Inc., American

32
<PAGE>
Residential Services, Inc., Brazos Sportswear, Inc., Drypers Corporation and
Garden Ridge Corporation. Mr. Lehmann is a certified public accountant.

Mr. Levy has been a director of the Company since 1992. He is the chairman
and chief executive officer of Paper Group Holding, Inc. and affiliates, a group
of privately held manufacturing and distribution companies including
Redi-Packaging, Inc. and West-Star Packaging, Inc., of which Mr. Levy became
President in 1960.

Mr. Cowan co-founded New West in 1989 and has been its president since that
time. Prior to starting New West, Mr. Cowan was a real estate broker in the San
Luis Obispo, California area.

Mr. Flesner has been president of APG since August 1995. He has worked in
the oilfield service industry for over 25 years, including as president of each
of Ensco Tool & Supply Company (1983-1990), International Testing Services, Inc.
(1990-1992) and International Tool & Supply Company (1993-1995).

Mr. Sprague founded MERSCO in 1979 and has been its president since that
time. Prior to founding MERSCO, Mr. Sprague held various positions with Goodall
Rubber Company.

Mr. Stadler co-founded Suncoast in 1983 and has been its president since
that time. He has been an Executive Vice President of DRS since December 1994,
when Suncoast became a division of DRS. Prior to founding Suncoast, Mr. Stadler
was a regional sales manager in charge of sales to residential builders in the
southwestern United States for V.S.L. Corporation, a Swiss-owned post-tension
cable company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Audit Committee was formed in 1988 and is responsible for reviewing the
Company's external auditing procedures and accounting controls and recommending
to the Board of Directors the engagement of the Company's independent auditors.
The current members of the Company's Audit Committee are Ms. Henagan, Chairman
of the Committee, and Messrs. Lehmann and Barth.

The Compensation Committee was formed in 1987 and is responsible for
reviewing and approving the amount and type of consideration to be paid to
executive officers and key employees and for administering the Company's stock
option and other compensation plans. See "-- Compensation Plans." The current
members of the Company's Compensation Committee are Ms. Henagan, Chairman of the
Committee, and Messrs. Lehman and Levy.

COMPENSATION OF DIRECTORS

Directors of the Company who are also employees receive no separate
compensation for their services as directors of the Company. Non-employee
directors of the Company receive $1,000 for each meeting of the Board of
Directors attended by them. All directors are reimbursed for expenses incurred
in connection with their attendance at meetings. In addition, directors who are
not employees of the Company may receive grants of non-qualified stock options
under the Company's 1993 Director Stock Option Plan at the discretion of the
full Board of Directors. Under the 1993 Director Stock Option Plan, the full
Board of Directors may issue options to purchase up to 61,200 shares of Common
Stock to such directors, and has granted options to purchase up to 10,710 shares
of Common Stock to each of Ms. Henagan and Messrs. Lehmann, Barth and Levy. Such
options were subject to a vesting schedule based on the Company's performance
and all of such options have vested. See "-- Compensation Plans."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 1997, Ms. Henagan and Messrs. Lehmann and Levy served on the
Compensation Committee. None of these persons is employed by the Company or any
of its subsidiaries. Ms. Henagan is an officer, director and stockholder of the
corporate general partner of Bradford Investment Partners, L.P., an affiliate of
Bradford Ventures Partners, L.P., and Mr. Lehmann is president of Equus II
Incorporated. The Company is a party to a consulting agreement under which the
Company pays each of Bradford Investment Partners, L.P. and Equus II
Incorporated a fee in exchange for certain management and consulting services.
See "Certain Transactions."

33
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the
compensation paid to the Company's Chief Executive Officer and its only other
executive officer (the "Named Officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

ANNUAL COMPENSATION
----------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION(1)
- ---------------------------------------- ----- -------- -------- ---------------
<S> <C> <C> <C> <C>
Kirby Attwell........................... 1997 $150,000 $208,117 $79,858
President and
Chief Executive Officer
Tim W. Fogelsong........................ 1997 92,700 112,063 48,469
Vice President - Finance,
Treasurer and Secretary
</TABLE>
- ------------

(1) Represents contributions made by the Company on behalf of the Named Officers
to the Company's Non-Qualified Executive Retirement Plan and $39,048 in
income earned by such plan during fiscal 1997. See "-- Compensation
Plans."

(2) To be paid in the 1998 fiscal year based on 1997 fiscal year operating
results pursuant to the Company's Incentive Compensation Plan. See
"-- Compensation Plans."

EMPLOYMENT ARRANGEMENTS

The Company entered into an employment agreement with Mr. Attwell in May
1992. Under the provisions of the employment agreement, which has been renewed
several times, Mr. Attwell serves as the President and Chief Executive Officer
of Travis and, if requested by the Company, of any subsidiary of Travis until
May 15, 1999, unless such employment is earlier terminated in accordance with
the terms of the employment agreement. The employment agreement provides for an
annual base salary of $150,000, subject to upward adjustment at the discretion
of the Compensation Committee of the Board of Directors, payment of which
continues for a one year period after Mr. Attwell's termination. The employment
agreement also contains certain provisions prohibiting Mr. Attwell's
solicitation of the Company's employees in connection with any business that
competes with the Company.

COMPENSATION PLANS

STOCK OPTION PLANS. Upon consummation of the Offering, the Company will
maintain four stock option plans in which executive officers, directors or key
managers may participate: the 1992 Incentive Stock Option Plan, the 1993
Director Stock Option Plan, the 1995 Key Employee Stock Option Plan and the 1997
Key Employee Stock Option Plan (collectively, the "Stock Option Plans"). The
1997 Key Employee Stock Option Plan was approved by the Company's stockholders
subject to the closing of the Offering. The objective of the Stock Option Plans
is to provide additional incentive to the Company's executive officers,
non-employee directors and key employees and to provide them with an opportunity
to acquire or increase a proprietary interest in the Company through the receipt
of Common Stock options. No additional options may be granted under the 1992
Incentive Stock Option Plan. Options to purchase an aggregate of 453,000
additional shares of Common Stock are available for future issuance under the
other Stock Option Plans. In addition, options to purchase an aggregate of
543,610 shares of Common Stock, at prices ranging from $3.27 to $11.44 per
share, will be outstanding upon consummation of the Offering, 356,326 of which
will be vested and exercisable.

INCENTIVE COMPENSATION PLAN. Effective beginning in the 1995 fiscal year,
the Compensation Committee of the Board of Directors adopted an Incentive
Compensation Plan (the "Incentive Compensation Plan") as an incentive to the
Company's executive officers. The Incentive Compensation Plan provides for
annual cash bonus determined in accordance with a formula based on the amount by
which the Company's after-tax return on equity exceeds a minimum of 15%. The
percentage of such excess return on equity paid as a bonus to executive officers
increases as such excess return on equity increases.

34
<PAGE>
Under the Incentive Compensation Plan, the Company paid, or will pay, Messrs.
Attwell and Fogelsong an aggregate of $34,726, $155,757 and $320,180 for fiscal
years 1995, 1996, and 1997, respectively.

NON-QUALIFIED EXECUTIVE RETIREMENT PLAN. Effective October 1, 1994, the
Board of Directors adopted the Company's Non-Qualified Executive Retirement Plan
(the "Retirement Plan") as an incentive to Messrs. Attwell and Fogelsong. The
Retirement Plan is structured as an unfunded defined contribution plan for the
purpose of providing deferred compensation to Messrs. Attwell and Fogelsong, is
not qualified under sections 401(a) and 501(a) of the Internal Revenue Code and
is designed to be exempt from the participation and vesting, funding and
fiduciary responsibility rules of the Employee Retirement Income Security Act of
1974. The Retirement Plan is administered by the Board of Directors.

Under the Retirement Plan, the Board of Directors has discretion to set
aside on behalf of Messrs. Attwell and Fogelsong certain stipulated amounts each
year according to a fixed formula based on their compensation, expected Social
Security benefits and actuarial assumptions. Each of Mr. Attwell and Mr.
Fogelsong or his beneficiary will be entitled to receive accrued benefits upon
the earliest to occur of (i) reaching the age of 65, (ii) participating in the
Retirement Plan for ten years and (iii) the termination of employment (including
by death or as a result of a disability). Assuming the Board of Directors
determines each year to set aside the stipulated amounts set forth in the
Retirement Plan, the estimated annual benefits payable to Mr. Attwell (if he
retires at age 70) and Mr. Fogelsong (if he retires at age 65) are approximately
$83,000 and $65,000, respectively. If a change in control of the Company occurs,
each of Mr. Attwell, Mr. Fogelsong or his beneficiary will be entitled to
receive benefits in an amount that would result if the Retirement Plan were a
defined benefit plan with the same set formula, based on the highest five years
of his compensation. The Retirement Plan may be amended (including to add other
highly compensated executives of Travis) or terminated at any time by the Board
of Directors.

APG PROFIT SHARING PLAN. APG has adopted a Profit Sharing Plan and Trust
(the "APG Plan") generally covering all of its employees. In September 1993,
Travis adopted the APG Plan. The APG Plan allows for voluntary contributions on
behalf of eligible employees up to 15% of eligible compensation at the
discretion of the APG board of directors or, in the case of eligible Travis
employees, the Board of Directors. During fiscal years 1995, 1996 and 1997,
Travis contributed an aggregate of $26,175, $26,484, and $0, respectively, to
the APG Plan on behalf of Messrs. Attwell and Fogelsong.

FISCAL 1997 YEAR-END OPTION VALUES

The following table sets forth, with respect to the Named Officers, certain
information concerning fiscal year-end values of options granted by the Company;
during fiscal 1997, no options were exercised by either of the Named Officers.
For a description of the Company's stock option plans, see "-- Compensation
Plans."

AGGREGATE FISCAL 1997 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED "IN-THE-MONEY"
NUMBER OF UNEXERCISED OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Kirby Attwell........................... 201,281 0 $ 1,555,902 $ 0
Tim W. Fogelsong........................ 50,319 0 388,966 0
</TABLE>

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

(1) Computed based upon the difference between aggregate fair market value (at
$11.00 per share) and aggregate exercise price.

35
<PAGE>
CERTAIN TRANSACTIONS

In May 1992 the Company, Bradford Investment Partners, L.P., an affiliate
of Bradford Venture Partners, L.P., and Equus II Incorporated, entered into a
consulting agreement. Barbara M. Henagan is an officer, director and stockholder
of the corporate general partner of Bradford Investment Partners, L.P. and Nolan
Lehmann is president of Equus II Incorporated. Pursuant to the provisions of the
consulting agreement, the Company agreed to pay each of Bradford Investment
Partners, L.P. and Equus II Incorporated a management fee in exchange for
corporate advisory, financial and other consulting services for a period of ten
years. For the years ended September 30, 1995, 1996, and 1997, respectively, the
Company paid management fees under the consulting agreement of $56,250, $75,000,
and $75,000 to Bradford Investment Partners, L.P. and $18,750, $25,000 and
$25,000 to Equus II Incorporated.

36
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of December 15, 1997 and as adjusted
to reflect the sale of the shares offered hereby for: (i) each person known by
the Company to own beneficially more than 5% of the Common Stock, (ii) each
director of the Company, (iii) the Named Officers, (iv) all directors and Named
Officers as a group and (v) other Selling Stockholders. The Company believes
that each individual or entity named has sole investment and voting power with
respect to shares of Common Stock indicated as beneficially owned by them,
except as otherwise noted.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
BENEFICIAL OWNERSHIP AFTER
PRIOR TO OFFERING(1) OFFERING(1)(2)
---------------------- ---------------------- OVER-
NUMBER SHARES BEING NUMBER ALLOTMENT
OF SHARES PERCENTAGE OFFERED OF SHARES PERCENTAGE OPTION
--------- ---------- ------------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bradford Venture Partners, L.P.(3)...... 772,368 25.6% 290,817 481,551 9.1% 215,590
44 Nassau Street, Suite 365
Princeton, New Jersey 08542
Overseas Equity Investor Partners(4).... 772,368 25.6 290,817 481,551 9.1 215,590
Clarendon House, Church Street
Hamilton 5-31, Bermuda
Barbara Mills Henagan(5)................ 1,637,864 54.1 581,634 1,056,230 19.9 0
35 Valley Road
Atlanta, Georgia 30305
Robert J. Simon(6)...................... 1,546,467 51.3 582,286 964,181 18.2 483
1212 Avenue of the Americas
Suite 1802
New York, New York 10036
Equus II Incorporated................... 524,129 17.4 0 524,129 9.9 0
The America Tower, 25th Floor
2929 Allen Parkway
Houston, Texas 77019
Grumman Hill Investments, L.P........... 180,279 6.0 0 180,279 3.4 0
191 Elm Street
New Canaan, Connecticut 06840
Kirby Attwell(7)........................ 351,095 10.9 0 351,095 6.4 0
Tim W. Fogelsong(8)..................... 95,181 3.1 0 95,181 1.8 0
David K. Barth(9)....................... * * 0 * * 0
Nolan Lehmann(10)....................... 534,839 17.7 0 534,839 10.1 0
Irvin A. Levy(11)....................... * * 0 * * 0
All directors and Named Officers as a
group (6 persons)..................... 2,675,545 88.7 581,634 2,093,911 39.6
M. John O'Donoghue...................... 1,731 * 652 1,079 * 483
David Andryc............................ 1,508 * 568 940 * 421
Erwin Hosono............................ 348 * 131 217 * 97
Michael I. Barach....................... 302 * 114 188 * 0
Rodney A. Cohen......................... 691 * 260 431 * 0
Richard R. Davis........................ 3,466 * 1,305 2,161 * 967
Christopher F. O. Gabrieli.............. 18,109 * 6,818 11,291 * 0
Thomas F. Ruhm.......................... 1,123 * 423 700 * 313
Ward W. Woods........................... 8,665 * 3,262 5,403 * 2,419
Earl Dean Catlett....................... 76,500 2.5 15,300 61,200 1.2 0
Roger P. Lindstedt...................... 76,500 2.5 25,245 51,255 * 0
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

37
<PAGE>
- ------------

* Less than 1%

(1) A person is deemed to have "beneficial ownership" of any security that
such person has a right to acquire within 60 days after such date. Shares
which each identified stockholder has the right to acquire within 60 days
of the date specified above are deemed outstanding in calculating the
percentage ownership of such stockholder, but are not deemed outstanding as
to any other person.

(2) For purposes of this table, information as to shares of Common Stock
assumes (i) the persons in the table do not purchase shares of Common Stock
in the Offering and (ii) no exercise of the Underwriters' overallotment
option.

(3) Bradford Venture Partners, L.P. is a limited partnership. Barbara M.
Henagan and Robert J. Simon are the general partners of Bradford
Associates, which is the sole general partner of Bradford Venture Partners,
L.P. and holds a 1% interest in the partnership (which may increase upon
the satisfaction of certain contingencies related to the overall
performance of the investment portfolio of Bradford Venture Partners,
L.P.).

(4) Overseas Equity Investor Partners is a general partnership with two
partners, Overseas Equity Investors Ltd., which is the managing corporate
partner and holds a 99% interest in the partnership, and Bradford
Associates, which holds a 1% interest in the partnership (which may
increase upon the satisfaction of certain contingencies related to the
overall performance of the investment portfolio of Overseas Equity
Investors Partners). Overseas Equity Investors Ltd. is a foreign
corporation with numerous foreign stockholders. Barbara M. Henagan and
Robert J. Simon are the general partners of Bradford Associates and serve
as co-chairs of the board of directors of Overseas Equity Investors Ltd.
Bradford Ventures, Ltd., an affiliate of Bradford Associates, acts as an
investment advisor for Overseas Equity Investor Partners.

(5) Includes 772,368 shares owned of record by Bradford Venture Partners, L.P.,
772,368 shares owned of record by Overseas Equity Investor Partners and
82,418 shares owned of record by Mills Investment Partnership. Ms. Henagan
and Robert J. Simon are partners of Bradford Associates, the sole general
partner of Bradford Venture Partners, L.P., and co-chairs of the board of
directors of the corporation that acts as the managing partner of Overseas
Equity Investor Partners. Ms. Henagan may be deemed to share voting and
investment power with respect to the shares held by Bradford Venture
Partners, L.P. and Overseas Equity Investor Partners, but disclaims
beneficial ownership with respect to all of such shares. Ms. Henagan is the
Managing Partner of Mills Investment Partnership and has sole voting and
investment power with respect to the shares held by Mills Investment
Partnership. Includes options to purchase up to 10,710 shares of Common
Stock that are currently exercisable or will be exercisable within 60 days
of the date set forth above.

(6) Includes 772,368 shares owned of record by Bradford Venture Partners, L.P.
and 772,368 shares owned of record by Overseas Equity Investor Partners.
Mr. Simon and Barbara M. Henagan are partners of Bradford Associates, the
sole general partner of Bradford Venture Partners, L.P. and co-chairs of
the board of directors of the corporation that acts as the managing partner
of Overseas Equity Investor Partners. Mr. Simon may be deemed to share
voting and investment power with respect to the shares held by Bradford
Venture Partners, L.P. and Overseas Equity Investor Partners, but disclaims
beneficial ownership with respect to those shares.

(7) Includes 16,291 shares owned by record by Khleber V. Attwell Children's
Trust and 133,523 shares of Common Stock owned of record by KA, Ltd., a
limited partnership of which Mr. Attwell is the sole general partner. Mr.
Attwell is the beneficiary of the Khleber V. Attwell Children's Trust, but
does not have voting or investment power with respect to those shares. Mr.
Attwell has sole voting and investment power with respect to the shares
held by KA, Ltd. Includes options to purchase up to 201,281 shares of
Common Stock that are currently exercisable or may be exercisable within 60
days of the date set forth above.

(8) Includes options to purchase up to 50,319 shares of Common Stock that are
currently exercisable or may be exercisable within 60 days of the date set
forth above.

(9) Includes options to purchase up to 10,710 shares of Common Stock that are
currently exercisable or will be exercisable within 60 days of the date set
forth above.

(10) Includes 524,129 shares owned of record by Equus II Incorporated, of which
Mr. Lehmann is president. Mr. Lehmann is deemed to have shared voting and
investment power with respect to the shares held by Equus II Incorporated,
but disclaims beneficial ownership with respect to those shares. Includes
options to purchase up to 10,710 shares of Common Stock that are currently
exercisable or will be exercisable within 60 days of the date set forth
above.

(11) Includes options to purchase up to 10,710 shares of Common Stock that are
currently exercisable or will be exercisable within 60 days of the date set
forth above.

38
<PAGE>
DESCRIPTION OF CAPITAL STOCK

RECAPITALIZATION

As of the date of this Prospectus, the Company's authorized capital stock
consists of (i) 1,500,000 shares of Common Stock, $.01 par value per share,
754,269 of which are outstanding, (ii) 500,000 shares of Class A Common Stock,
$.01 par value per share, 185,667 of which are outstanding, (iii) 27 shares of
Series 2 Preferred Stock, $.01 par value per share, all of which are
outstanding, and (iv) 1,973 additional shares of Preferred Stock, the terms and
provisions of which may be designated by the Board of Directors, none of which
are outstanding. The Company has 33 stockholders of record. Prior to the
Offering, the Company intends to effect a recapitalization of its capital stock,
which will: (i) increase the authorized number of shares of Common Stock to
12,000,000, (ii) convert each share of Class A Common stock into one share of
Common Stock, (iii) convert two shares of Series 2 Preferred Stock into 6,120
shares of Common Stock, (iv) increase the authorized number of shares of
Preferred Stock to 502,000 and (v) effect a 3.06-for-1 Common Stock split in the
form of a stock dividend. The following summary of the Company's capital stock
gives effect to the recapitalization and is qualified in its entirety by
reference to the Company's Second Restated Certificate of Incorporation and
Restated Bylaws that will be effective upon the recapitalization, the form of
each of which is filed as an exhibit to the registration statement of which this
Prospectus is a part. See "Available Information."

COMMON STOCK

The Company's Second Restated Certificate of Incorporation authorizes the
Company to issue 12,000,000 shares of Common Stock, $.01 par value per share.
Following the Offering, 5,290,379 shares of Common Stock will be issued and
outstanding. In addition, the Company has granted options to purchase up to
543,610 shares of Common Stock at an average exercise price of $5.25 per share
and may grant options to purchase up to an additional 453,000 shares pursuant to
certain stock option plans. In addition, 25 outstanding shares of the Series 2
Preferred Stock are convertible into 76,500 shares of Common Stock on the terms
described below. The Company has also issued warrants to purchase up to 91,800
shares of Common Stock at $7.35 per share.

Holders of Common Stock are entitled to one vote per share on all matters
on which the holders of Common Stock are entitled to vote. Because holders of
Common Stock do not have cumulative voting rights, the holders of a majority of
the shares of Common Stock voting for the election of directors can elect all of
the members of the Board of Directors standing for election at any particular
meeting. A majority vote is also sufficient for other actions that require the
vote or concurrence of stockholders. The Common Stock is not redeemable and has
no conversion or preemptive rights. All of the outstanding shares of Common
Stock are, and all of the shares of Common Stock sold in this offering will be,
when issued and paid for, fully paid and non-assessable. In the event of the
liquidation or dissolution of the Company, subject to the rights of the holders
of any outstanding shares of the Company's Preferred Stock, if any, the holders
of Common Stock are entitled to share pro rata in any balance of the corporate
assets available for distribution to them. The Company may pay dividends if,
when and as declared by the Board of Directors from funds legally available
therefor, subject to the dividend provisions of the Company's Preferred Stock
and certain provisions of the Company's credit agreements that may have the
effect of restricting the declaration and payment of dividends by the Company's
subsidiaries or the Company. See "Dividend Policy."

PREFERRED STOCK

SERIES 2 PREFERRED STOCK. All of the 27 shares of Series 2 Preferred Stock
issued and outstanding as of the date of this prospectus are held by Curtis R.
Sprague, the president and former owner of MERSCO. The Series 2 Preferred Stock
has a face amount and liquidation preference of $1,000 per share and an
aggregate liquidation preference of $27,000. Shares of Series 2 Preferred Stock
are automatically convertible at the rate of 3,060 shares of Common Stock for
each share of Series 2 Preferred Stock (as adjusted from time to time, the
"Conversion Rate") either upon consummation of the Offering or within ten days
of October 18, 1999; in each case, the number of shares of Series 2 Preferred
Stock required to be converted into Common Stock is determined by a formula
based on the average annual net income of

39
<PAGE>
MERSCO. Based on such formula, two shares of Series 2 Preferred Stock will be
converted into 6,120 shares of Common Stock upon consummation of the Offering,
and 25 shares of Series 2 Preferred Stock will remain outstanding following the
Offering. Within ten days of October 18, 1999, such outstanding shares of Series
2 Preferred Stock will be either converted into shares of Common Stock at the
Conversion Rate (based on the MERSCO net income formula) or redeemed by the
Company (subject to applicable law) at the redemption price of $1,000 per share.
The Series 2 Preferred Stock is non-voting and ranks junior to all other
Preferred Stock of the company. Holders of shares of Series 2 Preferred Stock
are entitled to receive, if, as and when declared by the Board of Directors out
of funds legally available therefor, cash dividends, for each share of Series 2
Preferred Stock, equal to dividends declared and paid with respect to 1701.36
shares of Common Stock.

OTHER PREFERRED STOCK. In addition to the Series 2 Preferred Stock, the
Company's Second Restated Certificate of Incorporation authorizes the Company to
issue up to 502,000 shares of Preferred Stock, par value $.01 per share. The
Company's Board of Directors is authorized to issue such additional Preferred
Stock in series and, with respect to each series, to determine the number of
shares in any such series and fix the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of shares of any series
of such Preferred Stock. The Board of Directors could, without stockholder
approval, issue Preferred Stock with voting and other rights that could
adversely affect the voting power of holders of Common Stock of the Company and
that could be used to prevent a third party from acquiring control of the
Company. The Company has no present plans to issue any shares of Preferred
Stock.

SPECIAL PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW

Certain provisions of the Company's Second Restated Certificate of
Incorporation and Restated Bylaws as well as certain provisions of Delaware law
may be deemed to have an anti-takeover effect or may delay, defer or prevent a
tender offer or takeover attempt that a stockholder might consider in such
stockholder's best interest, including those attempts that might result in a
premium over the market price for the shares held by a stockholder.

DELAWARE ANTI-TAKEOVER LAW. Section 203 of the Delaware General
Corporation Law ("Section 203") generally provides that a person who, together
with affiliates and associates owns, or within three years did own, 15% or more
of the outstanding voting stock of a corporation (an "Interested Stockholder")
but less than 85% of such stock may not engage in certain business combinations
with the corporation for a period of three years after the date on which the
person became an Interested Stockholder unless (i) prior to such date, the
corporation's board of directors approved either the business combination or the
transaction in which the stockholder became an Interested Stockholder or (ii)
subsequent to such date, the business combination is approved by the
corporation's board of directors and authorized at a stockholders' meeting by a
vote of at least two-thirds of the corporation's outstanding voting stock not
owned by the Interested Stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
Interested Stockholder, including mergers, asset sales and other transactions in
which the Interested Stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders.

The provisions of Section 203, coupled with the Board's authority to issue
Preferred Stock without further stockholder action, could delay or frustrate the
removal of incumbent directors or a change in control of the Company. The
provisions also could discourage, impede or prevent a merger, tender offer or
proxy contest, even if such event would be favorable to the interests of
stockholders. The Company's stockholders may adopt an amendment to its
certificate of incorporation, effective 12 months after such adoption, to elect
not to be governed by Section 203. Neither the Second Restated Certificate of
Incorporation nor the Restated Bylaws exclude the Company from the restrictions
imposed by Section 203.

NOTICE PROVISIONS. The Restated Bylaws provide that only business,
including director nominations, properly brought before an annual meeting of
stockholders may be conducted at such meeting. In order to propose business at
an annual meeting, a stockholder is required to provide written notice to the
Company at least 90 days prior to the annual meeting that describes the business
to be proposed at the annual meeting,

40
<PAGE>
the name and address of the stockholder proposing the business, the class and
number of shares of stock held by such stockholder, any financial interest of
the stockholder in the business to be proposed at the meeting and a
representation that such stockholder intends to appear in person or by proxy to
propose such business at the meeting. These procedures may operate to limit the
ability of stockholders to propose business at an annual meeting, including with
respect to the election of directors or considering any transaction that could
result in a change of control of the Company.

TRANSFER AGENT

The Company's transfer agent and registrar for the Common Stock is American
Stock Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

RULE 144

Upon completion of the Offering and assuming no exercise of outstanding
options, the Company will have outstanding 5,290,379 shares of Common Stock. Of
these shares, the 2,909,091 shares sold in the Offering will be immediately
eligible for resale in the public market without restriction under the
Securities Act, except for any shares purchased by an "Affiliate" (as that
term is defined under the Securities Act) of the Company, which will be subject
to the resale limitations of Rule 144 under the Securities Act. The remaining
2,381,288 shares of Common Stock outstanding following the Offering (the
"Previously Issued Shares") are deemed to be "restricted securities" within
the meaning of the Securities Act and may be publicly sold only if registered
under the Securities Act or sold in accordance with an applicable exemption from
registration, such as those provided by Rule 144 promulgated under the
Securities Act.

All of the holders of the Previously Issued Shares have agreed to enter
into agreements with the Company ("Lock-up Agreements") pursuant to which they
will agree that, during the 180-day period after the date of this Prospectus,
they will not, except with the prior consent of A.G. Edwards & Son, Inc., offer,
sell, contract to sell or grant an option to purchase any of such Previously
Issued Shares. In addition, the Company has agreed that during such period it
will not, without the prior consent of A.G. Edwards & Sons, Inc., offer, sell,
contract to sell or grant an option to purchase any shares of Common Stock. See
"Underwriting." At the expiration of such lock-up period all of the Previously
Issued Shares will be eligible for sale, subject to the volume and other
limitations of Rule 144.

In general, under Rule 144, beginning 90 days after the date of this
Prospectus, an Affiliate of the Company or other person (or persons whose shares
are aggregated) who has beneficially owned Previously Issued Shares for at least
one year, will be entitled to sell in any three-month period a number of shares
that does not exceed the greater of (i) 1% of the then outstanding shares of the
Company's Common Stock (52,904 shares immediately after the Offering) or (ii)
the average weekly trading volume of the Company's Common Stock on the Nasdaq
National Market during the four calendar weeks immediately preceding the date on
which notice of the sale is filed with the Securities and Exchange Commission.
Sales pursuant to Rule 144 are subject to certain requirements relating to
manner of sale, notice and availability of current public information about the
Company. A person (or persons whose shares are aggregated) who is not deemed to
have been an Affiliate of the Company at any time during the 90 days immediately
preceding the sale and who has beneficially owned Restricted Shares for at least
two years is entitled to sell such shares pursuant to Rule 144(k) without regard
to the limitations described above.

Previously Issued Shares may also be resold (i) to a person whom the seller
reasonably believes is a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act purchasing for its own account or for the
account of a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A and (ii) in an offshore transaction complying with
Rules 903 or 904 of Regulation S under the Securities Act.

An employee of the company who purchased shares or was awarded options to
purchase shares pursuant to a written compensatory plan or contract meeting the
requirements of Rule 701 under the Securities Act is entitled to rely on the
resale provisions of Rule 701 under the Securities Act which permits

41
<PAGE>
Affiliates and non-Affiliates to sell their Rule 701 shares without having to
comply with the holding period restrictions of Rule 144, in each case commencing
90 days after the date of this Prospectus. In addition, non-affiliates may sell
Rule 701 shares without complying with the public information, volume and notice
provisions of Rule 144.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Future sales of substantial amounts of Common Stock in the
public market could adversely affect market prices prevailing from time to time.
Sales of substantial amounts of Common Stock of the Company in the public market
after the restrictions lapse could adversely affect the prevailing market price
and the ability of the Company to raise equity capital in the future.

REGISTRATION RIGHTS

Pursuant to the Company's Registration Rights Agreement, as amended, all of
the Company's stockholders prior to the Offering have been granted piggyback
registration rights with respect to Common Stock owned by such stockholders as
of such date. Such piggyback registration rights may be exercised by such
stockholders, subject to the Lock-up Period, on each occasion that the Company
proposes to register any public offering of shares of its capital stock under
the Securities Act and the Securities Act permits registration of shares held by
stockholders in connection with such registration.

In addition to such piggyback registration rights, subject to certain
conditions including minimum ownership and minimum aggregate offering price, two
stockholders have the right, exercisable on one occasion each, to require the
Company to register under the Securities Act up to 100% of such shares of Common
Stock. If and when the Company is qualified to register shares of Common Stock
pursuant to a registration statement on Form S-3, all of the Company's
Stockholders prior to the Offering may cause the Company at certain times to
register shares of Common Stock on Form S-3, provided that the offering involves
proceeds in excess of $1,000,000.

Upon the closing of the Offering, there will be 2,381,288 shares of Common
Stock subject to either piggyback or demand registration rights. The Company is
required to bear substantially all expenses of all such registrations, except
for underwriting discounts or commissions and fees and disbursements of counsel
for any stockholder.

42
<PAGE>
UNDERWRITING

The Underwriters named below have severally agreed with the Company and the
Selling Stockholders, subject to the terms and conditions of the Underwriting
Agreement, to purchase the respective numbers of shares of Common Stock set
forth opposite their names below:

NUMBER
UNDERWRITERS OF SHARES
- ---------------------------------------- -----------
A.G. Edwards & Sons, Inc................
Cleary Gull Reiland & McDevitt Inc......

Total.............................. 2,909,091
===========

The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the shares of Common Stock, if any are purchased.

Pursuant to the terms of the Underwriting Agreement, the Underwriters will
acquire the shares of the Common Stock offered by the Company and the Selling
Shareholders at the public offering price set forth on the cover page of this
Prospectus at the public offering price less the underwriting discount and
commissions set forth on the cover page. The Company and the Selling
Stockholders have been advised by A.G. Edwards & Sons, Inc. and Cleary Gull
Reiland & McDevitt Inc., the representatives of the Underwriters (the
"Representatives"), that the Underwriters propose to offer the Common Stock to
the public at the offering price set forth on the cover page of this Prospectus
and to certain dealers at such price less a concession not in excess of $
per share and that the Underwriters and such dealers may reallow a discount of
not in excess of $ per share to other dealers. The public offering price
and the concession and discount to dealers may be changed by the Representatives
after the shares are released to the public.

The Selling Stockholders have granted to the Underwriters an option,
expiring at the close of business on the 30th day subsequent to the date of the
Underwriting Agreement, to purchase up to 436,363 additional shares of Common
Stock at the public offering price, less the discount set forth on the cover
page of this Prospectus. The Underwriters may exercise the option only for the
purpose of covering overallotments, if any. To the extent the Underwriters
exercise such option, each of the Underwriters will have a firm commitment,
subject to certain conditions, to purchase approximately the same percentage of
the option shares as the number of shares set forth opposite each Underwriter's
name in the preceding table bears to 436,363 and the Selling Stockholders will
be obligated to sell such shares to the Underwriters. See "Principal and
Selling Stockholders."

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

The Company, all directors and the Named Officers of the Company and all
stockholders prior to the Offering have agreed that they will not, directly or
indirectly, offer, sell or otherwise dispose of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock for a period of 180 days after the
date of this Prospectus without the prior written consent of A.G. Edwards &
Sons, Inc.

In connection with the Offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common Stock.
Such transactions may include stabilization transactions effected in accordance
with Rule 104 of Regulation M (pending effectiveness), pursuant to which such
persons may bid for or purchase Common Stock for the purpose of stabilizing its
market price. The Underwriters also may create a short

43
<PAGE>
position for the account of the Underwriters by selling more Common Stock in
connection with the Offering than they are committed to purchase from the
Company and the Selling Stockholders, and in such case may purchase Common Stock
in the open market following completion of the Offering to cover all or a
portion of such short position. The Underwriters may also cover all or a portion
of such short position, up to 436,363 shares of Common Stock, by exercising the
Underwriters' overallotment option referred to above. In addition, A.G. Edwards
& Sons, Inc., on behalf of the Underwriters, may impose "penalty bids" under
contractual arrangements with the Underwriters whereby it may reclaim from an
Underwriter (or dealer participating in the Offering) for the account of the
other Underwriters, the selling concession with respect to Common Stock that is
distributed in the Offering but subsequently purchased for the account of the
Underwriters in the open market. Any of the transactions described in this
paragraph may result in the maintenance of the price of the Common Stock at a
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.

The Representatives have advised the Company and the Selling Stockholders
that they do not intend to confirm sales to any account over which they exercise
discretionary authority.

Prior to the Offering, there has been no public market for the Common
Stock. The public offering price for the Common Stock will be determined by
negotiation among the Company, the Selling Stockholders and the Representatives.
Among the factors considered in determining the public offering price was the
history of and the future prospects for the Company and the industry in which it
operates, the past and present operating results of the Company and the trends
of such results, an assessment of the Company's management, the general
condition for the securities markets at the time of the Offering and the prices
for similar securities of comparable companies.

CERTAIN LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Mayor, Day, Caldwell & Keeton, L.L.P.,
Houston, Texas. Peper, Martin, Jensen, Maichel and Hetlage, St. Louis, Missouri,
will pass on certain legal matters for the Underwriters in connection with the
Offering.

EXPERTS

The audited Consolidated Financial Statements of the Company included in
this Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and included herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.

AVAILABLE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-1
filed by the Company with the Commission under the Securities Act through the
Electronic Data Gathering and Retrieval ("EDGAR") system with respect to the
Common Stock offered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits and schedules for further
information with respect to the Company and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and in each such instance reference is made to the copy of
such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits and schedules forming a part thereof can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also be
available for inspection and copying at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Registration statements, reports, proxy and information
statements filed through the EDGAR system are publicly available through the
Commission's Internet web site at http://www.sec.gov.

<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
-----

Report of Independent Public
Accountants........................ F-2

Consolidated Balance Sheets.......... F-3

Consolidated Statements of Income.... F-4

Consolidated Statements of
Stockholders' Equity............... F-5

Consolidated Statements of Cash
Flows.............................. F-6

Notes to Consolidated Financial
Statements......................... F-7

F-1
<PAGE>
After the stock split discussed in Note 6 has been effected and properly
reflected in the Company's consolidated financial statements and related notes
thereto, we expect to be in a position to render the following audit report.

Arthur Andersen LLP
December 30, 1997

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Travis International, Inc.:

We have audited the accompanying consolidated balance sheets of Travis
International, Inc. (a Delaware corporation), and subsidiaries as of September
30, 1996 and 1997, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended September 30, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Travis International, Inc., and subsidiaries as of September 30, 1996 and 1997,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended September 30, 1997, in conformity with
generally accepted accounting principles.

Houston, Texas
November 13, 1997, except
for the stock split described
in Note 6, as to which the
date is January , 1998

F-2
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30,
------------------------------
1996 1997
-------------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 3,526,451 $ 2,158,106
Trade accounts receivable, net
of allowance for doubtful
accounts of $202,742 and
$71,402........................ 9,298,395 14,585,037
Inventories..................... 9,265,471 13,333,266
Prepaid expenses................ 76,460 277,513
Deferred tax asset.............. 408,463 959,924
-------------- --------------
Total current assets....... 22,575,240 31,313,846
PROPERTY AND EQUIPMENT, at cost, net
of depreciation of $1,018,960 and
$1,615,792......................... 2,175,107 3,148,847
INTANGIBLES, net of amortization of
$833,169 and $949,128.............. 5,855,716 11,239,866
-------------- --------------
$ 30,606,063 $ 45,702,559
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments of
long-term debt................. $ 711,774 $ 1,239,314
Accounts payable................ 4,736,353 7,843,818
Accrued liabilities............. 2,022,898 4,773,421
Federal and state income tax
payable........................ 315,467 423,009
-------------- --------------
Total current
liabilities............ 7,786,492 14,279,562
LONG-TERM DEBT, net of current
installments....................... 7,597,742 11,982,386
DEFERRED TAX LIABILITY............... 11,358 33,319
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series 2 Preferred Stock, $.01
par; 2,000 shares authorized;
27 shares outstanding......... 1 1
Common Stock, $.01 par;
4,590,000 shares authorized;
2,308,063 and 2,308,063 shares
outstanding.................... 23,081 23,081
Class A Common Stock, $.01 par;
1,530,000 shares authorized;
568,141 and 703,485 shares
outstanding.................... 5,681 7,035
Additional paid-in capital...... 5,025,817 6,218,064
Retained earnings............... 10,155,891 13,159,111
-------------- --------------
Total stockholders'
equity................. 15,210,471 19,407,292
-------------- --------------
$ 30,606,063 $ 45,702,559
============== ==============

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

F-3
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
----------------------------------------------
1995 1996 1997
-------------- -------------- --------------
<S> <C> <C> <C>
SALES................................ $ 46,338,621 $ 65,812,759 $ 80,126,595
COST OF GOODS SOLD................... 33,115,765 47,141,135 55,239,584
-------------- -------------- --------------
Gross profit.................... 13,222,856 18,671,624 24,887,011
OPERATING EXPENSES................... 9,316,894 13,466,821 17,228,882
SETTLEMENT OF FUTURE OBLIGATIONS
UNDER CONSULTING AND COVENANT NOT
TO COMPETE AGREEMENTS.............. -- -- 1,157,740
AMORTIZATION OF INTANGIBLES.......... 304,875 281,692 399,363
-------------- -------------- --------------
Operating income................ 3,601,087 4,923,111 6,101,026
INTEREST EXPENSE..................... 525,061 673,007 1,107,406
-------------- -------------- --------------
Income before income taxes...... 3,076,026 4,250,104 4,993,620
INCOME TAXES......................... 1,193,798 1,645,226 1,990,400
-------------- -------------- --------------
Net income...................... $ 1,882,228 $ 2,604,878 $ 3,003,220
============== ============== ==============
NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE................... $ 0.63 $ 0.84 $ 0.88
============== ============== ==============
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES........... 2,986,403 3,103,390 3,427,652
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CLASS A
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL
----------------- ------------------- ----------------- PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS
------- ------- --------- ------- ------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, September 30, 1994.......... 188 $ 2 2,287,817 $22,878 -- $ -- $ 656,458 $ 5,668,785
REDEMPTION OF PREFERRED STOCK........ (188) (2) -- -- -- -- (187,998) --
ISSUANCE OF PREFERRED STOCK IN
CONNECTION WITH THE ACQUISITION OF
MERSCO............................. 27 1 -- -- -- -- 237,000 --
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE ACQUISITION OF
DE-RO AND SUNCOAST................. -- -- 340,000 3,400 207,401 2,074 4,019,528 --
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH DRS' ACQUISITION OF
CABLE SYSTEMS...................... -- -- -- -- 13,602 136 99,864 --
ISSUANCE OF COMMON STOCK TO AN
OFFICER............................ -- -- -- -- 6,799 68 49,926 --
NET INCOME........................... -- -- -- -- -- -- -- 1,882,228
------- ------- --------- ------- ------- ------- ---------- -----------
BALANCE, September 30, 1995.......... 27 1 2,627,817 26,278 227,802 2,278 4,874,778 7,551,013
EXCHANGE OF COMMON STOCK FOR CLASS A
COMMON STOCK....................... -- -- (319,767) (3,197) 319,767 3,197 -- --
ISSUANCE OF COMMON STOCK TO
OFFICERS........................... -- -- -- -- 20,569 206 151,039 --
NET INCOME........................... -- -- -- -- -- -- -- 2,604,878
------- ------- --------- ------- ------- ------- ---------- -----------
BALANCE, September 30, 1996.......... 27 1 2,308,050 23,081 568,138 5,681 5,025,817 10,155,891
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE ACQUISITION OF
NEW WEST COMMUNICATIONS............ -- -- -- -- 135,999 1,360 998,630 --
ISSUANCE OF WARRANTS -- -- -- -- -- -- 160,000 --
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH DRS' ACQUISITION OF
M D STEEL.......................... -- -- -- -- 13,115 131 149,879 --
RETIREMENT OF CLASS A COMMON STOCK... -- -- -- -- (13,770) (137) (116,262) --
NET INCOME........................... -- -- -- -- -- -- -- 3,003,220
------- ------- --------- ------- ------- ------- ---------- -----------
BALANCE, September 30, 1997.......... 27 $ 1 2,308,050 $23,081 703,482 $7,035 $6,218,064 $13,159,111
======= ======= ========= ======= ======= ======= ========== ===========
</TABLE>

TOTAL
STOCKHOLDERS'
EQUITY
--------------
BALANCE, September 30, 1994.......... $ 6,348,123
REDEMPTION OF PREFERRED STOCK........ (188,000)
ISSUANCE OF PREFERRED STOCK IN
CONNECTION WITH THE ACQUISITION OF
MERSCO............................. 237,001
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE ACQUISITION OF
DE-RO AND SUNCOAST................. 4,025,002
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH DRS' ACQUISITION OF
CABLE SYSTEMS...................... 100,000
ISSUANCE OF COMMON STOCK TO AN
OFFICER............................ 49,994
NET INCOME........................... 1,882,228
--------------
BALANCE, September 30, 1995.......... 12,454,348
EXCHANGE OF COMMON STOCK FOR CLASS A
COMMON STOCK....................... --
ISSUANCE OF COMMON STOCK TO
OFFICERS........................... 151,245
NET INCOME........................... 2,604,878
--------------
BALANCE, September 30, 1996.......... 15,210,471
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE ACQUISITION OF
NEW WEST COMMUNICATIONS............ 999,990
ISSUANCE OF WARRANTS 160,000
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH DRS' ACQUISITION OF
M D STEEL.......................... 150,010
RETIREMENT OF CLASS A COMMON STOCK... (116,399)
NET INCOME........................... 3,003,220
--------------
BALANCE, September 30, 1997.......... $ 19,407,292
==============

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

F-5
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED SEPTEMBER 30,
-------------------------------------
1995 1996 1997
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................... $ 1,882,228 $ 2,604,878 $ 3,003,220
----------- ----------- -----------
Adjustments to reconcile net
income to net cash provided by
(used in) operating
activities --
Depreciation and
amortization................. 622,605 740,320 1,034,170
Deferred federal income
taxes........................ (131,495) (234,410) (529,500)
Loss on sale of equipment... 2,166 13,198 7,523
Change in assets and
liabilities, net of effects
from business acquisitions
(Note 9) --
Increase in trade
accounts receivable....... (3,049,416) (921,627) (4,395,283)
Increase in
inventories............... (1,361,546) (1,068,354) (3,357,268)
Decrease (increase) in
prepaid expenses.......... 46,213 133,002 (184,835)
Decrease (increase) in
prepaid federal income
taxes..................... (182,432) 271,722 --
Increase in accounts
payable................... 2,200,557 68,603 1,527,102
(Decrease) increase in
accrued liabilities....... (270,440) 732,366 2,218,974
Increase in federal and
state income tax
payable................... 89,152 153,330 104,182
----------- ----------- -----------
Total
adjustments........... (2,034,636) (111,850) (3,574,935)
----------- ----------- -----------
Net cash provided
by (used in) operating
activities............ (152,408) 2,493,028 (571,715)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............. (660,679) (788,472) (1,570,857)
Proceeds from the sale of
equipment....................... 7,500 3,300 24,127
Other asset additions............ (105,775) (145,095) (124,899)
Business acquisitions, net of
cash acquired (Note 9).......... (8,172,824) -- (3,420,786)
----------- ----------- -----------
Net cash used in
investing
activities............ (8,931,778) (930,267) (5,092,415)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock......... 2,549,992 151,245 --
Redemption of Preferred Stock.... (188,000) -- --
Redemption of Common Stock....... -- -- (116,399)
Capital lease additions.......... 55,441 -- 225,109
Advances on bank term loans and
revolving credit loans.......... 7,650,000 2,700,000 8,713,672
Issuance of subordinated debt.... 1,475,000 -- 1,250,000
Equipment loan proceeds.......... -- 124,356 224,284
Principal payments on bank term
loans and revolving credit
loans........................... (2,014,284) (1,914,284) (5,522,626)
Principal payments on
subordinated debt............... (162,321) (216,429) (216,428)
Principal payments on noncompete
agreements, equipment and other
loans........................... (138,551) (106,932) (261,827)
----------- ----------- -----------
Net cash provided
by financing
activities 9,227,277 737,956 4,295,785
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS................... 143,091 2,300,717 (1,368,345)
CASH AND CASH EQUIVALENTS, beginning
of year............................ 1,082,643 1,225,734 3,526,451
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of
year............................... $ 1,225,734 $ 3,526,451 $ 2,158,106
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:.......................
Payment of interest.............. $ 567,914 $ 791,394 $ 1,215,537
Payment of federal and state
income taxes.................... 1,283,980 1,669,413 2,429,736
Issuance of common stock in
connection with acquisitions.... 1,625,004 -- 1,150,000
Issuance of preferred stock in
connection with acquisition..... 237,001 -- --
Issuance of common stock
warrants........................ -- -- 160,000
Issuance of installment payable
in connection with
acquisition..................... -- -- 500,000

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

F-6
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:

DESCRIPTION OF THE COMPANY

Travis International, Inc. (the Company), a Delaware corporation, was
formed in 1986. The Company is a diversified wholesale distributor of specialty
products and provider of related value-added services. From 13 operating
locations in five states in the southern and western United States, the Company
distributes post-tension cable products, household fixture products, specialty
industrial products and telecommunications equipment. In addition, the Company
provides value-added services in connection with such products, including
engineering and design assistance, just-in-time delivery, fabricating, warranty
repair, installation and other technical assistance. The Company sells its
products to customers located primarily in the United States and, to a lesser
extent, Canada, Mexico and other countries. The Company currently operates
through its wholly owned subsidiaries, American Packing and Gasket Company
(APG), Mountain Empire Rubber & Specialty Company, Inc. (MERSCO),
DE-RO/Suncoast, Inc. (DRS), and New West Communications, Inc. (NWC).

In October 1997, the Company filed a registration statement on Form S-1 for
the sale of its common stock (the Offering). An investment in shares of common
stock involves a high degree of risk including, among others, dependence on
construction markets, competition, changes in distribution channels, risks
relating to the Company's acquisition strategy, risks relating to acquisition
financing and reliance on key personnel. See "Risk Factors" included in this
Prospectus.

BASIS OF CONSOLIDATION

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

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. At September
30, 1996 and 1997, cash equivalents of $2,103,142 and $1,203,406, respectively,
consisted of obligations of the U.S. Government.

INVENTORIES

Inventories consist principally of materials purchased and held for resale
and are stated at the lower of cost or market. Cost is determined on the
first-in, first-out (FIFO) basis.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using the straight-line method over
estimated useful lives of three to 15 years. The costs of ordinary maintenance
and repairs are charged to operations when incurred, while replacements and
betterments are capitalized.

F-7
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At September 30, 1996 and 1997, property and equipment consisted of the
following:
<TABLE>
<CAPTION>
SEPTEMBER 30, ESTIMATED
---------------------------- USEFUL
1996 1997 LIFE
------------ -------------- ------------
<S> <C> <C> <C>
Vehicles............................. $ 488,587 $ 867,280 3-5 years
Leasehold improvements............... 321,801 479,758 5 years
Machinery and equipment.............. 1,570,849 2,523,549 5-7 years
Furniture and fixtures............... 812,830 843,251 5 years
Building............................. -- 50,801 15 years
------------ --------------
3,194,067 4,764,639
Less -- Depreciation and
amortization....................... (1,018,960) (1,615,792)
------------ --------------
$ 2,175,107 $ 3,148,847
============ ==============
</TABLE>
INTANGIBLES

At September 30, 1996 and 1997, intangibles consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, ESTIMATED
---------------------------- PERIOD
1996 1997 OF BENEFIT
------------ -------------- ------------
<S> <C> <C> <C>
Goodwill............................. $ 6,142,418 $ 11,581,971 10-35 years
Loan origination and other costs..... 321,467 607,023 1-7 years
Consulting/noncompete agreements..... 225,000 -- 1-5 years
------------ --------------
6,688,885 12,188,994
Less -- Amortization................. (833,169) (949,128)
------------ --------------
$ 5,855,716 $ 11,239,866
============ ==============
</TABLE>
Amortization lives of intangibles and other assets are based on
management's estimate of the period to be benefited. Amounts capitalized as
consulting/noncompete agreements are being amortized over the life of the
agreements. Loan origination costs are amortized over the term of the debt.

ACCRUED LIABILITIES

At September 30, 1996 and 1997, accrued liabilities consisted of the
following:

SEPTEMBER 30,
--------------------------
1996 1997
------------ ------------
Profit sharing/bonuses............... $ 1,205,149 $ 2,601,198
Retirement contributions............. 176,214 501,043
Sales tax............................ 202,045 269,496
Ad valorem taxes..................... 141,917 185,606
Acquisition costs.................... -- 315,593
Other................................ 297,573 900,485
------------ ------------
$ 2,022,898 $ 4,773,421
============ ============

INCOME TAXES

The Company follows the asset and liability method of accounting for income
taxes whereby deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.

F-8
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

NET INCOME PER COMMON AND COMMON EQUIVALENT SHARES

The average number of common and equivalent common shares includes the
weighted average number of common and Class A common shares outstanding, shares
issued pursuant to the assumed conversion of preferred stock, and shares
issuable pursuant to the assumed exercise of stock options and warrants (by
application of the treasury stock method).

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," which
simplifies the standards required under current accounting rules for computing
earnings per share and replaces the presentation of primary earnings per share
and fully diluted earnings per share with a presentation of basic earnings per
share (basic EPS) and diluted earnings per share (diluted EPS). Basic EPS
excludes dilution and is determined by dividing income by the weighted average
number of common shares outstanding during the period. Diluted EPS reflects the
potential dilution that could occur if securities and other contracts to issue
common stock were exercised or converted into common stock. Diluted EPS is
computed similarly to fully diluted earnings per share under current accounting
rules. The implementation of SFAS No. 128 during fiscal 1998 is not expected to
have a material effect on the Company's earnings per share as determined under
current accounting rules.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents,
receivables and debt. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or existence of
interest rates that approximate prevailing market rates unless otherwise
disclosed in these financial statements.

LONG-LIVED ASSETS

Effective October 1, 1995, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." Accordingly, in the event that facts and circumstances indicate that
property and equipment, intangibles or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is required,
the estimated future undiscounted cash flows associated with the asset are
compared to the asset's carrying amount to determine if a write-down to market
value or discounted cash flow value is necessary. Adoption of this standard did
not have an effect on the financial position or consolidated results of
operations of the Company.

STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation." SFAS No. 123 is required for
financial statements for fiscal years beginning after December 15, 1995. SFAS
No. 123 permits, but does not require, a fair value-based method of accounting
for stock option plans which results in compensation expense recognition when
stock options are granted. The Company intends to continue to account for its
stock-based compensation plans under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB Opinion No. 25); however, as
required by SFAS No. 123, the Company has provided disclosure of the pro forma
impact to net income in Note 7.

F-9
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

USE OF ESTIMATES

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

2. LONG-TERM DEBT:

At September 30, 1996 and 1997, long-term debt consisted of the following:

SEPTEMBER 30,
----------------------------
1996 1997
------------ --------------
DRS revolving credit loan with
interest due monthly at prime plus
.25% (8.5% at September 30, 1996);
refinanced in February 1997........ $ 5,450,000 $ --
DRS revolving credit loan with
interest due monthly at prime plus
.25% (8.75% at September 30, 1997);
principal due December 1998........ -- 6,551,855
Subordinated debt to former owners;
due in quarterly principal
installments aggregating $54,107
plus interest at 8.00% through
December 2001; unsecured........... 1,096,250 879,822
Bank term loan with interest due
monthly at 9.61%; principal due in
quarterly installments of $53,571;
refinanced in February 1997........ 1,071,432 --
Bank term loan with interest at prime
plus .25% (8.75% at September 30,
1997); principal of $57,501 plus
interest due in quarterly
installments through September
2001............................... -- 865,510
Bank term loan with interest due
monthly at 8.00%; principal due in
quarterly installments of $50,000;
refinanced in February 1997........ 200,000 --
Bank term loan with interest at prime
(8.50% at September 30, 1997);
principal plus interest due
December 1997...................... -- 9,401
APG revolving credit loan with
interest due monthly at prime
(8.50% at September 30, 1997);
principal due December 1998........ -- 1,000,000
Notes payable to bank; due in monthly
installments ranging from $188 to
$1,033, plus interest at 8.25% to
12.99%, through March 2003; secured
by vehicles and equipment.......... 164,596 290,573
MERSCO revolving credit loan with
interest due monthly at prime plus
.50% (8.75% at September 30, 1996);
refinanced in February 1997........ 300,000 --
MERSCO revolving credit loan with
interest due monthly at prime
(8.50% at September 30, 1997);
principal due December 1998........ -- 500,000
Bank term loan with interest due at
prime plus. 50% (9.0% at September
30, 1997); principal of $53,572
plus interest due in quarterly
installments with remaining balance
plus accrued interest due September
2001............................... -- 1,285,712
Senior subordinated note to finance
company with interest due monthly
at 12.50% through March 1998;
principal of $26,042 plus interest
payable from April 1998 through
March 2002; secured by a second
lien on the assets of NWC.......... -- 1,250,000
Installment payable to stockholder... -- 400,000
Other................................ 27,238 188,827
------------ --------------
8,309,516 13,221,700
Less -- Current installments......... 711,774 1,239,314
------------ --------------
$ 7,597,742 $ 11,982,386
============ ==============

F-10
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Subordinated debt consists of indebtedness issued to former owners of a
subsidiary and to a finance company. Payment of principal and interest on
subordinated debt is subject to compliance with the respective revolving credit
loan and term loan agreements.

Aggregate maturities of notes payable for years subsequent to September 30,
1997, are as follows:

Year ending September 30 --
1998............................ $ 1,239,314
1999............................ 9,271,405
2000............................ 1,155,181
2001............................ 1,318,965
2002............................ 225,887
Thereafter...................... 10,948
--------------
$ 13,221,700
==============

In February 1997, the Company entered into new loan agreements and amended
the loan agreements effective May 1997 and September 1997. APG and MERSCO
entered into new revolving credit loans with a financial institution and repaid
the balance outstanding on the former lines of credit. The APG and MERSCO credit
loans (APG/MERSCO Credit Loans) provide for maximum borrowings of $3,000,000 and
$750,000, respectively. The APG/MERSCO Credit Loans provide for a commitment fee
of .375 percent on the unused balance. In addition, DRS entered into $7,500,000
and $250,000 revolving credit loans (collectively, the DRS Credit Loans) and
repaid the former line of credit. The DRS Credit Loans have a commitment fee of
.375 percent on the unused balance. APG and DRS also entered into $151,067 and
$1,075,000 new term loans, respectively (collectively, the APG/DRS Term Loans),
and repaid the balance on the former term loans. Certain of the Company's loan
agreements contain requirements regarding working capital and other financial
ratios. The Company was in compliance with all provisions of its amended loan
agreements at September 30, 1997.

3. INCOME TAXES:

Actual income tax expense differs from the "expected" income tax expense
computed by applying the statutory federal income tax rate of 34 percent to
income before income taxes for the years ended September 30, 1995, 1996 and
1997, as follows:

YEAR ENDED SEPTEMBER 30,
----------------------------------------
1995 1996 1997
------------ ------------ ------------
Computed "expected" income tax....... $ 1,045,849 $ 1,445,035 $ 1,697,831
State income/franchise tax, net of
federal tax benefit................ 96,103 128,570 204,366
Intangible asset and other........... 48,923 62,847 67,317
Nondeductible expenses............... 4,678 8,021 36,315
Other................................ (1,755) 753 (15,429)
------------ ------------ ------------
$ 1,193,798 $ 1,645,226 $ 1,990,400
============ ============ ============

F-11
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the Company's income tax provision (benefit) for the
years ended September 30, 1995, 1996 and 1997, are as follows:

YEAR ENDED SEPTEMBER 30,
----------------------------------------
1995 1996 1997
------------ ------------ ------------
Federal --
Current......................... $ 1,187,263 $ 1,681,636 $ 2,166,900
Deferred........................ (122,402) (218,410) (486,100)
------------ ------------ ------------
$ 1,064,861 $ 1,463,226 $ 1,680,800
============ ============ ============
State --
Current......................... $ 138,030 $ 198,000 $ 353,000
Deferred........................ (9,093) (16,000) (43,400)
------------ ------------ ------------
$ 128,937 $ 182,000 $ 309,600
============ ============ ============

The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset and deferred tax liability at September 30,
1996 and 1997, are as follows:

SEPTEMBER 30,
----------------------
1996 1997
---------- ----------
Deferred tax assets --
Accounts receivable, principally
due to allowance for doubtful
accounts...................... $ 76,422 $ 26,489
Effect of uniform capitalization
of inventory-related costs for
tax purposes.................. 198,419 268,107
Accrued bonuses................. 113,712 647,529
Compensated absences............ 3,913 3,913
Other........................... 15,997 13,886
---------- ----------
Total deferred tax asset... $ 408,463 $ 959,924
========== ==========
Deferred tax liabilities --
Property and equipment,
principally due to differences
in depreciation............... $ 118,480 $ 114,612
Book vs. tax amortization of
noncompete agreement.......... (47,789) (81,854)
Book vs. tax amortization of
goodwill...................... -- 94,527
Nonqualified retirement plan
contributions................. (59,333) (93,966)
---------- ----------
Total deferred tax
liability............... $ 11,358 $ 33,319
========== ==========

4. COMMITMENTS AND CONTINGENCIES:

FACILITY LEASES

The Company leases equipment, office and warehouse space under
noncancelable operating lease agreements expiring at various times through 2000.
Lease expense totaled $387,900, $592,886 and $732,023 for the years ended
September 30, 1995, 1996 and 1997, respectively.

F-12
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The minimum future rental payments under noncancelable operating leases are
as follows:

Year ending September 30 --
1998............................ $ 764,295
1999............................ 581,736
2000............................ 374,738
2001............................ 177,609
Thereafter...................... 103,655
------------
$ 2,002,033
============

Certain leases include options for renewal.

BONUS PLANS

The Company has bonus plans, some of which are discretionary and some of
which are based on a percentage of income, as defined in each plan, in excess of
specified hurdle rates or rates of return on equity.

PROFIT-SHARING PLAN

Subsidiaries of the Company maintain qualified profit-sharing plans (the
Plans). The Plans, as amended, include annual employer contributions of up to 15
percent of compensation, as defined, at the discretion of the subsidiaries'
board of directors. Contributions for 1995, 1996 and 1997 were approximately
$204,000, $260,000 and $122,000, respectively.

OTHER

Management is unaware of any significant legal proceedings against the
Company. The Company maintains comprehensive general liability insurance in
scope and amounts which it believes are customary for its industry. There can be
no assurance that the coverage limits of such insurance will be adequate to
protect the Company against all future claims. In addition, there can be no
assurance that the Company will be able to maintain comprehensive liability
insurance in the future on acceptable terms or with adequate coverage against
potential liabilities.

5. PREFERRED STOCK:

Pursuant to a restated certificate of incorporation dated August 24, 1993,
the Company has the authority to issue a total of 2,000 shares of Series 2
preferred stock (Preferred Stock). Dividends are payable as declared by the
board of directors.

At September 30, 1995, 1996 and 1997, 27 shares of $.01 par value nonvoting
Preferred Stock were issued and outstanding. Preferred Stock has a liquidation
preference and redemption value of $1,000 per share plus unpaid dividends.

The Series 2 Preferred Stock, all of which was issued in connection with
the acquisition of MERSCO is mandatorily convertible, depending on MERSCO's
operating results, into a maximum of 82,620 shares of the Company's Class A
common stock (Class A Common Stock) in the event of a public offering or a
change in control of the Company within a five-year period. Based on MERSCO's
operating results, two of the shares of Preferred Stock will be converted into
6,120 shares of common stock contingent upon the effectiveness of the Offering
(see Note 10). Any portion of the remaining 25 shares of Preferred Stock not
converted within the five-year period must be converted into shares of common
stock pursuant to a formula based on MERSCO's net income or redeemed by the
Company at the redemption value of $1,000 per share plus accrued dividends. The
maximum redemption value of the remaining 25 shares of Preferred Stock is
$25,000 plus accrued dividends. As of September 30, 1997, no preferred dividends
had been declared.

F-13
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. COMMON STOCK:

The Company has the authority to issue 6,120,000 shares of common stock
consisting of 4,590,000 shares of common stock (Common Stock) and 1,530,000
shares of Class A Common Stock. Every holder of outstanding shares of Common
Stock shall be entitled to 10 votes for each share of stock, and every holder of
outstanding shares of Class A Common Stock shall be entitled to one vote for
each share of such stock. As discussed in Note 10, the Class A Common Stock will
be converted on a 1-to-1 basis into Common Stock contingent upon the
effectiveness of the Offering.

Under the terms of an agreement executed in May 1992, if a stockholder
desires to dispose of all or a portion of his shares of Common Stock (offered
shares), the Company has exclusive right to purchase the offered shares within
10 days from the stockholder. If the Company does not elect to purchase all or a
portion of the offered shares, the remaining stockholders have an additional 30
days to purchase the portion of the offered shares not purchased by the Company.
However, the sale of Common Stock which results in the transfer of a majority
Common Stock of the Company is not subject to the above provisions. The
agreement will terminate automatically upon the consummation of the Offering.

Company officers purchased 6,799 and 20,569 shares of Class A Common Stock
during 1995 and 1996, respectively.

In May 1997, the Company repurchased 13,770 shares of Class A Common Stock
for $116,399. The Company retired all the shares repurchased.

The board of directors has approved a 3.06-for-1 stock split upon the
effectiveness of the Offering. The effects of the stock split have been
retroactively reflected in the financial statements and related notes thereto
for all periods presented.

7. STOCK OPTIONS:

MANAGEMENT OPTION AGREEMENT

The Company established an incentive stock option plan in May 1992.
Pursuant to this plan, the Company entered into a management option agreement
(the Agreement) with certain key employees and granted options to purchase up to
251,599 shares of Common Stock at $3.27 per share. All of the options vest and
become exercisable on March 1, 2002. However, certain options will vest and
become exercisable, in increments from 1992 to 1997, if the Company's adjusted
earnings or cumulative adjusted earnings, as defined in the Agreement, achieve
certain predetermined targets. The remaining options will vest and become
exercisable upon the receipt by any one or more of certain stockholders of cash
or marketable securities, or both, in excess of $4,713,800 for Common Stock that
results from the sale, redemption or other transfer or from any dividends or
other distributions. At September 30, 1997, 251,599 options were exercisable
under this incentive stock option plan. No options had been exercised as of
September 30, 1997.

DIRECTOR OPTION AGREEMENT

The Company also established an incentive stock option plan for nonemployee
directors in August 1993. Pursuant to such plan, the Company entered into a
director option agreement (the Option Plan) with certain nonemployee directors
and granted options to purchase up to 42,840 shares of Common Stock at $4.25 per
share. All of the options vest and become exercisable on May 25, 2003. However,
these options will vest and become exercisable, in increments from 1993 to 1997,
if the Company's earnings per share, as defined in the Option Plan, achieve
certain predetermined targets. At September 30, 1997, 42,840 options were
exercisable under the Option Plan, as amended. No options had been exercised as
of September 30, 1997.

F-14
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

KEY EMPLOYEE STOCK OPTION PLAN

The Company established the 1995 Key Employee Stock Option Plan (the Plan)
in February 1995. Under the Plan, 244,800 shares of Class A Common Stock are
available for purchase by key employees. As of September 30, 1997, 91,800 shares
have been granted under the Plan, at $7.35 per share, which become exercisable
over a period not to exceed 10 years. At September 30, 1997, 39,780 options were
exercisable and no options had been exercised.

During 1997, 45,900 options were forfeited by employees in connection with
their separation from the Company.

OTHER OPTION PLANS

In October 1996 and May 1997, the Company established individual stock
option plans for the former owners of two businesses acquired during 1997. Under
these plans, options to purchase 153,000 and 4,370 shares of Class A Common
Stock have been granted at $7.35 and $11.44 per share, respectively, which
become exercisable over a period not to exceed 10 years. At September 30, 1997,
an aggregate of 22,106 options were exercisable and no options had been
exercised.

SUMMARY STOCK OPTION DISCLOSURES

A summary of the status of the various plans at September 30, 1996 and
1997, and changes during the years then ended is presented in the table and
narrative below:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------------
1996 1997
-------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Outstanding at beginning of period... 401,540 $4.22 432,140 $4.67
Granted.............................. 30,600 7.35 157,370 7.47
Exercised............................ -- -- -- --
Canceled............................. -- -- (45,900) 7.35
------- -------
Outstanding at end of period......... 432,140 4.67 543,610 5.25
======= =======
Exercisable at end of period......... 217,838 3.61 356,326 4.17
Weighted average fair value of
options granted.................... $4.22 $4.23
</TABLE>
All of the options outstanding at September 30, 1997, have exercise prices
between $3.27 and $11.44, with a weighted average remaining contractual life of
6.38 years.

If the Company had recorded compensation costs for the various plans
consistent with SFAS No. 123, net income and net income per share would have
been decreased as indicated in the following pro forma amounts:

YEAR ENDED SEPTEMBER 30,
--------------------------
1996 1997
------------ ------------
Net income attributable to common
stockholders --
As reported..................... $ 2,604,878 $ 3,003,220
Pro forma....................... 2,527,141 2,602,484
Net income per share attributable to
common stockholders --
As reported..................... $ 0.84 $ 0.88
Pro forma....................... 0.81 0.76

F-15
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1996 and 1997, respectively: risk-free interest
rates of 6.7 percent and 6.6 percent; zero expected dividend yields; expected
lives of 10 years; and expected volatility of 30 percent.

Subsequent to September 30, 1997, the 1997 Key Employee Stock Option Plan
was adopted by the Company's stockholders subject to the closing of the
Offering. This plan provides for the reservation of up to 300,000 shares of
Common Stock for issuance to key employees.

8. RELATED-PARTY TRANSACTIONS:

The Company pays management fees, in an amount which is subject to
increases with attainment of minimum levels of net income, to certain
stockholders of the Company under a consulting agreement executed in 1992.
Amounts paid to related parties under this agreement totaled $75,000, $100,000
and $100,000 for the years ended September 30, 1995, 1996 and 1997,
respectively.

APG leases a portion of its facilities from a director/stockholder under a
lease agreement. Amounts paid to the related party totaled $34,000 per year
during the years ended September 30, 1995, 1996 and 1997.

9. ACQUISITIONS:

DRS ACQUISITION

On December 2, 1994, the Company acquired all of the outstanding common
stock of DE-RO Products Co., Inc., and Suncoast Postension Corp. for $3,936,544
in cash, notes to former owners totaling $1,375,000 (see Note 2) and 207,401
shares of the Company's Class A Common Stock recorded at fair market value. The
funds used in the acquisition were provided by the issuance of debt and cash
contributions made by the Company. The acquisition has been accounted for as a
purchase. The cost of the acquisition has been allocated on the basis of the
estimated fair value of net assets acquired. The excess of the purchase price
over fair value of the net assets acquired is reflected as goodwill in the
amount of $5,380,043, is included in intangibles at September 30, 1997 (see Note
1), and is being amortized over 35 years.

In addition, as part of the acquisition, DRS entered into noncompete,
consulting and employment agreements with certain former owners and an employee
of DRS all of whom continue to be involved in the business. The agreements
require annual payments aggregating $380,000 for a period of five years, which
will be expensed as paid. Additionally, they are entitled to receive annual
bonus payments for a period of seven years based on a percentage of pretax
income in years in which pretax income exceeds predetermined levels. Such bonus
payments are limited to an aggregate of $1,355,000. Bonuses aggregating
approximately $91,000 and $205,000 were accrued under this agreement for the
years ended September 30, 1996 and 1997, respectively. The Company signed
agreements on September 30, 1997, to retire the remaining obligations pursuant
to consulting and noncompetition agreements entered into in connection with the
acquisition of DRS in 1994. This settlement of $1,157,740 has been expensed as
of September 30, 1997.

NEW WEST COMMUNICATIONS, INC. ACQUISITION

On October 1, 1996, the Company acquired substantially all of the assets
and liabilities of NWC for $4,000,000 in cash, $500,000 payable over five years,
135,999 shares of the Company Class A Common Stock recorded at fair market value
and $85,507 in transaction costs. Additionally, the former owner is entitled to
contingent purchase consideration based on a percentage of earnings (as defined)
over the next five years in years in which earnings exceed predetermined levels.
The aggregate contingent purchase consideration will be capitalized as goodwill
and is limited to an aggregate of $2,477,249.

F-16
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In connection with the acquisition of NWC, the Company entered into a
$1,500,000 line of credit, a $1,500,000 term loan and a $1,250,000 senior
subordinated note (NWC Subordinate Note). In addition, the Company issued 91,800
warrants to purchase the Company's common stock at an exercise price of $7.35 to
the holder of the NWC Subordinate Note. The warrants were valued at $160,000 and
have been recorded as additional paid-in capital.

This transaction has been accounted for utilizing the purchase method of
accounting, and the results of operations of the acquired business have been
included in the results of the Company from the date of acquisition. In
accordance with Accounting Principles Board Opinion No. 16, the purchase price
was allocated to the net assets acquired based on management's estimate of the
fair value of the acquired assets and liabilities at the date of acquisition, as
follows:

Cash paid............................ $ 4,000,000
Payable to former owner.............. 500,000
Class A Common Stock issued.......... 999,990
Transaction costs.................... 85,257
------------
Total purchase price....... $ 5,585,247
============
Net assets acquired --
Cash............................ $ 647,898
Receivables, net................ 482,744
Inventory....................... 668,229
Prepaid expenses................ 14,723
Property and equipment.......... 29,011
Accounts payable and accrued
liabilities................... (1,315,519)
Other........................... 59,059
Goodwill........................ 4,999,102
------------
Total purchase price....... $ 5,585,247
============

Goodwill is being amortized over a 35-year period.

The following table reflects, on an unaudited pro forma basis, the combined
operations of the Company and NWC as if such acquisition had taken place at the
beginning of fiscal 1996. Appropriate adjustments have been made to reflect the
accounting basis used in recording the acquisition. These pro forma results have
been prepared for comparative purposes only and do not purport to be indicative
of the results of operations that would have resulted had the combination been
in effect on the date indicated, that have resulted since the date of
acquisition or that may result in the future.

YEAR ENDED
SEPTEMBER 30,
1996
-------------
(UNAUDITED)
Sales, net........................... $ 73,732,246
Net income........................... 3,922,661
Net income per common and common
equivalent share................... $ 1.21

Additionally, the Company has acquired several other businesses over the
past three years, none of which are material to the financial statements taken
as a whole.

F-17
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. BUSINESS SEGMENT INFORMATION:

The Company's operations are conducted principally in North America through
three related business segments: specialty builders' products, specialty
industrial products and telecommunications equipment. The specialty builders'
products segment consists primarily of the distribution of post-tension cable
products and household fixture products. The specialty industrial products
segment distributes primarily industrial sealing and hose products, industrial
glass and plastics. The telecommunications equipment segment distributes surplus
and refurbished plug-in circuit boards. There were no significant intersegment
sales or transfers during fiscal 1995, 1996 and 1997. Corporate operating
expenses are billed to the operating subsidiaries at predetermined amounts.

Summarized financial information by business segment for fiscal 1995, 1996
and 1997 is as follows:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
----------------------------------------------
1995 1996 1997
-------------- -------------- --------------
Sales --
<S> <C> <C> <C>
Specialty builders' products.... $ 27,056,695 $ 44,993,467 $ 51,258,156
Specialty industrial products... 19,281,926 20,819,292 24,190,345
Telecommunications equipment.... -- -- 4,678,094
-------------- -------------- --------------
$ 46,338,621 $ 65,812,759 $ 80,126,595
============== ============== ==============
Operating income --
Specialty builders' products.... $ 757,764 $ 2,242,602 $ 1,150,100(1)
Specialty industrial products... 2,805,839 2,821,128 3,507,778
Telecommunications equipment.... -- -- 1,670,900
Corporate....................... 37,484 (140,619) (227,752)
-------------- -------------- --------------
$ 3,601,087 $ 4,923,111 $ 6,101,026
============== ============== ==============
Total assets --
Specialty builders' products.... $ 15,382,389 $ 17,476,096 $ 24,230,261
Specialty industrial products... 9,842,215 10,807,614 12,472,903
Telecommunications equipment.... -- -- 7,058,994
Corporate....................... 1,169,575 2,322,353 1,940,401
-------------- -------------- --------------
$ 26,394,179 $ 30,606,063 $ 45,702,559
============== ============== ==============
Depreciation and amortization --
Specialty builders' products.... $ 324,212 $ 467,274 $ 580,929
Specialty industrial products... 293,972 268,566 285,701
Telecommunications equipment.... -- -- 163,046
Corporate....................... 4,421 4,480 4,494
-------------- -------------- --------------
$ 622,605 $ 740,320 $ 1,034,170
============== ============== ==============
Capital expenditures --
Specialty builders' products.... $ 387,123 $ 419,141 $ 1,048,059
Specialty industrial products... 269,973 366,885 512,863
Telecommunications equipment.... -- -- 800
Corporate....................... 3,583 2,446 9,135
-------------- -------------- --------------
$ 660,679 $ 788,472 $ 1,570,857
============== ============== ==============
</TABLE>
- ------------
(1) Operating income of the specialty builders' products operations was reduced
by $1,157,740 in fiscal 1997 for the settlement of future obligations under
certain consulting and covenant not-to-compete agreements.

F-18
<PAGE>
TRAVIS INTERNATIONAL, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. RECAPITALIZATION (UNAUDITED):

The board of directors has approved, upon the closing of the Offering, a
conversion of each share of Class A Common Stock into one share of Common Stock
and a conversion of two shares of Preferred Stock into 6,120 shares of Common
Stock.

The pro forma balances of the stockholders' equity accounts at September
30, 1997, assuming these conversions, are as follows:

SEPTEMBER 30, 1997
----------------------------
ACTUAL PRO FORMA
-------------- -----------
(UNAUDITED)
Preferred Stock...................... $ 1 $ 1
Common Stock......................... 23,081 30,177
Class A Common Stock................. 7,035 --
Additional paid-in capital........... 6,218,064 6,218,003
Retained earnings.................... 13,159,111 13,159,111
-------------- -----------
Total................................ $ 19,407,292 $19,407,292
============== ===========

F-19
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF
COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
------------------------

TABLE OF CONTENTS

PAGE
----
Prospectus Summary...................... 3
Risk Factors............................ 6
Disclosure Regarding Forward-Looking
Statements............................ 10
Background of the Company............... 11
Use of Proceeds......................... 12
Dividend Policy......................... 13
Capitalization.......................... 13
Dilution................................ 14
Selected Consolidated Financial Data.... 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 16
Business................................ 22
Management.............................. 32
Certain Transactions.................... 36
Principal and Selling Stockholders...... 37
Description of Capital Stock............ 39
Shares Eligible for Future Sale......... 41
Underwriting............................ 43
Certain Legal Matters................... 44
Experts................................. 44
Available Information................... 44
Index to Consolidated Financial
Statements............................ F-1

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OF SUBSCRIPTIONS.

2,909,091 SHARES
[LOGO]

TRAVIS INTERNATIONAL, INC.

COMMON STOCK

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

PROSPECTUS
------------------------

A.G. EDWARDS & SONS, INC.

CLEARY GULL REILAND &
MCDEVITT INC.

, 1998

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of estimated expenses incurred in connection
with the shares of Common Stock being registered hereby, other than underwriting
discounts and commissions:

SEC Registration Fee................. $ 11,843
NASD Filing Fee...................... $ 4,515
Nasdaq Stock Market Listing Fee...... $ 33,456*
Printing and Engraving Expenses...... $ 80,000*
Legal Fees and Expenses.............. $ 200,000*
Accounting Fees and Expenses......... $ 150,000*
Transfer Agent and Registrar Fees and
Expenses............................. $ 2,500*
Miscellaneous........................ $ 17,686*
----------
Total......................... $ 500,000*
==========

- ------------
* Estimate.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Restated Bylaws provide that the Company will indemnify each
of its directors and officers to the full extent permitted by the laws of the
State of Delaware and may indemnify certain other persons as authorized by the
Delaware General Corporation Law for liabilities and expenses incurred in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company, and, with respect to any criminal
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful.

As permitted by Section 102(b) of the Delaware General Corporation Law, the
Second Restated Certificate of Incorporation provides that to the full extent
permitted by Delaware law, directors of the Company shall have no personal
liability to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Section 102(b) of the Delaware General Corporation
Law provides such protection to directors, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which a director derived an improper
personal benefit.

The Underwriting Agreement contains reciprocal agreements of indemnity
between the Company and the Underwriters as to certain liabilities, including
liabilities under the Securities Act, and in certain circumstances provides for
indemnification of the Company's directors, officers and controlling persons.

The registration rights agreements between the Company and its stockholders
contains reciprocal agreements between the Company and such stockholders as to
certain liabilities, including liabilities under the Securities Act, and in
certain circumstances provide for indemnification of the Company's directors,
officers and controlling persons.

The Company maintains directors' and officers' liability insurance.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since November 20, 1994, the Company has issued the following securities
which were not registered under the Securities Act. In each case, exemption from
registration is claimed on the ground that the issuance of such securities did
not involve any public offering within the meaning of Section 4(2) of the
Securities Act.

II-1

<PAGE>
A. In connection with the Company's acquisitions of De-Ro Products, Inc.
and Suncoast Postension Corp. ("DRS"), on December 2, 1994, the Company issued
an aggregate of 153,000 shares of its Class A Common Stock to former owners of
DRS in exchange for all of the capital stock of DRS. Immediately prior to the
Offering, the Company will convert each share of such Class A Common Stock into
one share of Common Stock pursuant to agreements entered into at the time the
acquisition of DRS was closed. The acquisition of DRS was financed in part by
the Company's issuance of 340,000 shares of Common Stock on December 2, 1994 to
its existing stockholders in exchange for cash.

B. In connection with the Company's acquisition of Cable Systems, Inc.
("CSI"), on February 3, 1995, the Company issued 13,602 shares of the
Company's Class A Common Stock to the former owner of CSI in exchange for
substantially all of the assets of CSI. Immediately prior to the Offering, the
Company will convert each share of such Class A Common Stock into one share of
the Company's Common Stock pursuant to agreements entered into at the time the
acquisition of CSI was closed.

C. In March 1996, at the request of Equus II Incorporated ("Equus"), the
Company issued 319,767 shares of Class A Common Stock to Equus in exchange for
the cancellation of 319,767 shares of Common Stock then held by Equus.

D. In connection with the Company's acquisition of New West
Communications, Inc. ("New West"), on October 5, 1996, the Company issued
135,999 shares of its Class A Common Stock to the former owner of New West in
exchange for substantially all of the assets of New West. Immediately prior to
the Offering, the Company will convert each share of such Class A Common Stock
into one share of the Company's Common Stock pursuant to agreements entered into
at the time the acquisition of New West was closed. The acquisition of New West
was financed in part by the Company's issuance of warrants to purchase up to
91,800 shares of the Company's Class A Common Stock to Marwit Capital Company,
L.L.C. on October 5, 1996. Immediately prior to the Offering, the warrants will
be amended to provide for the purchase of Common Stock rather than Class A
Common Stock.

E. In connection with the Company's acquisition of MD Steel Company, Inc.
("MD Steel"), the Company issued 13,115 shares of its Class A Common Stock to
the former owner of MD Steel in exchange for substantially all of the assets of
MD Steel. Immediately prior to the Offering, the Company will convert each share
of such Class A Common Stock into one share of the Company's Common Stock
pursuant to agreements entered into at the time the acquisition of MD Steel was
closed.

F. In connection with the Offering, on , 1998, the Company
effected a recapitalization of its capital stock which (i) increased the
authorized number of shares of Common Stock to 12,000,000, (ii) converted each
share of Class A Common stock into one share of Common Stock, (iii) converted
two shares of Series 2 Preferred Stock into 6,120 shares of Common Stock, (iv)
increased the authorized number of shares of Preferred Stock to 502,000 and (iv)
effected a 3.06-for-1 Common Stock split in the form of a stock dividend.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

1.1** -- Form of Underwriting Agreement
3.1* -- Second Restated Certificate of
Incorporation
3.2* -- Restated Bylaws
3.3* -- Warrant to Purchase Class A Common Stock
between Travis International, Inc. and
Marwit Capital Company, L.P. dated
October 9, 1996
3.4* -- Registration Rights Agreement among
Travis International, Inc. and
stockholders, dated May 28, 1992
3.5* -- First Amendment to Registration Rights
Agreement dated December 2, 1994
3.6* -- Second Amendment to Registration Rights
Agreement dated February 3, 1995
3.7* -- Third Amendment to Registration Rights
Agreement dated September 1, 1995
3.8* -- Fourth Amendment to Registration Rights
Agreement dated June 18, 1996

II-2

<PAGE>

3.9* -- Fifth Amendment to Registration Rights
Agreement dated October 1, 1996
3.10* -- Sixth Amendment to Registration Rights
Agreement dated October 9, 1996
4.1** -- Specimen Common Stock Certificate of the
Registrant
5.1 -- Opinion of Mayor, Day, Caldwell &
Keeton, L.L.P.
10.1* -- Employment Agreement between Travis
International, Inc. and Kirby Attwell
dated May 28, 1992
10.2* -- Amendment to Employment Agreement
between Travis International, Inc. and
Kirby Attwell dated May 15, 1996
10.3* -- Employment and Noncompetition Agreement
between De-Ro/Suncoast, Inc. and Larry
Stadler dated December 2, 1994
10.4* -- First Amendment to Employment and
Noncompetition Agreement between
De-Ro/Suncoast, Inc. and Larry Stadler
dated February 9, 1996
10.5* -- Employment and Noncompetition Agreement
between New West Acquisition Corp. and
Craig Cowan dated September 30, 1996
10.6* -- Travis International, Inc. 1992
Incentive Stock Option Plan effective
May 27, 1992
10.7* -- Travis International, Inc. 1995 Key
Employee Stock Option Plan effective
February 2, 1995
10.8* -- Travis International, Inc. 1993 Director
Stock Option Plan effective July 29,
1993
10.9* -- Travis International, Inc. Non-Qualified
Executive Retirement Plan effective
October 1, 1994
10.10* -- Memo from Kirby Attwell to Irvin Levy
and Nolan Lehmann dated January 4, 1995
regarding Travis International, Inc.
Incentive Compensation Plan
10.11* -- Asset Purchase Agreement among New West
Acquisition Corp., New West
Communications, Inc. and Craig Cowan
dated September 30, 1996
10.12* -- Business Loan Agreement dated February
24, 1997 between Bank of America Texas,
N.A. and De-Ro/Suncoast, Inc.
10.13* -- First Amendment to Business Loan
Agreement dated May 30, 1997 between
Bank of America Texas, N.A. and
De-Ro/Suncoast, Inc.
10.14* -- Second Amendment to Business Loan
Agreement dated September 29, 1997
between Bank of America Texas, N.A. and
De-Ro/Suncoast, Inc.
10.15* -- Business Loan Agreement dated February
24, 1997 between Bank of America Texas,
N.A. and American Packing and Gasket
Company
10.16* -- First Amendment to Business Loan
Agreement dated September 24, 1997
between Bank of America Texas, N.A. and
American Packing and Gasket Company
10.17* -- Business Loan Agreement dated February
24, 1997 between Bank of America Texas,
N.A. and Mountain Empire Rubber &
Specialty Co., Inc.
10.18* -- First Amendment to Business Loan
Agreement dated September 22, 1997
between Bank of America Texas, N.A. and
Mountain Empire Rubber & Specialty Co.,
Inc.
10.19* -- Business Loan Continuing Guarantee dated
September 26, 1997 from Travis
International, Inc. to Bank of America
Texas, N.A.
10.20* -- Business Loan Agreement dated May 30,
1997, between Bank of America Texas,
N.A. and New West Communications, Inc.
10.21* -- Business Loan Continuing Guaranty dated
May 30, 1997 from Travis International,
Inc. to Bank of America Texas, N.A.
10.22* -- First Amendment to Business Loan
Agreement dated September 25, 1997
between Bank of America of Texas, N.A.
and New West Communications, Inc.
10.23* -- Securities Purchase Agreement dated
October 9, 1996 between New West
Acquisition, Inc. and Marwit Capital
Company. L.P.
10.24* -- Senior Subordinated Note dated October
9, 1996 from New West Acquisition Inc.
to Marwit Capital Company, L.P.
10.25* -- Subordination Agreement between Bank of
America and Marwit Capital Company, L.P.
and acknowledged by New West
Communications, Inc. dated September 30,
1996

II-3

<PAGE>

10.26* -- Memoranda between Travis International,
Inc. and Marwit Capital Company, L.P.
dated November 12, 1997 regarding
amendments to Securities Purchase
Agreement and Senior Subordinated Note.
10.27-- Travis International, Inc. 1997 Key
Employee Stock Option Plan effective
December 12, 1997.
21.1* -- Subsidiaries of the Registrant
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Mayor, Day, Caldwell &
Keeton, L.L.P. (Contained in Exhibit
5.1)
24* -- Powers of Attorney (included on
Signature Page)

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

* Previously filed

** To be filed by amendment.

(b) Financial Statement Schedules.

Not applicable.

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to its Second Restated Certificate of Incorporation,
Restated Bylaws, the Underwriting Agreement or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-4

<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON THE 30TH DAY OF DECEMBER, 1997.

TRAVIS INTERNATIONAL, INC.
BY: ______/S/__KIRBY ATTWELL__________
KIRBY ATTWELL
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

POWER OF ATTORNEY

The undersigned directors and officers of Travis International, Inc. do
hereby constitute and appoint Kirby Attwell and Tim W. Fogelsong, and each of
them, with full power of substitution, our true and lawful attorneys-in-fact and
agents to do any and all acts and things in our name and behalf in our
capacities as directors and officers, and to execute any and all instruments for
us and in our names in the capacities indicated below which such person may deem
necessary or advisable to enable Travis International, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for us, or any of us, in the capacities indicated below any and all
amendments (including pre-effective and post-effective amendments) hereto; and
we do hereby ratify and confirm all that such person or persons shall do or
cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE
- ---------------------------------------------------------------------------
/s/KIRBY ATTWELL President, Chief December 30, 1997
KIRBY ATTWELL Executive Officer
(Principal Executive
Officer) and Director
* Chairman of the Board and December 30, 1997
BARBARA MILLS HENAGAN Director
/s/TIM W. FOGELSONG Vice President -- Finance December 30, 1997
TIM W. FOGELSONG (Principal Accounting and
Financial Officer),
Treasurer and Secretary
* Director December 30, 1997
NOLAN LEHMANN
* Director December 30, 1997
DAVID K. BARTH
* Director December 30, 1997
IRVIN A. LEVY
*/s/TIM W. FOGELSONG Attorney-In-Fact December 30, 1997
TIM W. FOGELSONG

II-5

EXHIBIT 5.1

___________, 1998

Travis International, Inc.
3000 Weslayan Street, Suite 350
Houston, Texas 77027

Ladies and Gentlemen:

We have acted as counsel for Travis International, Inc. (the "Company") in
connection with the registration and proposed sale of an aggregate of 2,909,091
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company
("Common Stock") as described in the Company's Registration Statement on Form
S-1, Registration No. 333-37291, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("Registration
Statement"). In such capacity, we have reviewed the Second Restated Certificate
of Incorporation and Restated Bylaws of the Company and have examined all
statutes and other records, instruments and documents pertaining to the Company
that we have deemed necessary to examine for the purposes of this opinion.

Based upon our examination as aforesaid, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware; and

2. Upon the sale of the Shares for the consideration approved by the
Company's Board of Directors and in accordance with the terms of the
Underwriting Agreement between the Company and the Underwriters
named therein, such Shares will be duly authorized, validly issued,
fully paid and nonassessable shares of the Common Stock.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name in the Registration Statement under the caption "Legal Matters."

Very truly yours,

Mayor, Day, Caldwell & Keeton, L.L.P.

EXHIBIT 10.27
TRAVIS INTERNATIONAL, INC.
1997 KEY EMPLOYEE STOCK OPTION PLAN

1. PURPOSE. The purpose of the 1997 Key Employee Stock Option Plan (the
"Plan"), is to provide an additional incentive to eligible key employees, upon
whom rest major responsibilities for the successful operation, administration,
and management of Travis International, Inc., a Delaware corporation (the
"Company") and its subsidiaries. It is recognized that the present and potential
contributions of the key employees are important to the continued success of the
Company. The Plan is also intended to be used to retain highly qualified persons
for the successful conduct of the business of the Company. It is intended that
these purposes will be enhanced through the awarding of Stock Options.

2. DEFINITIONS. As used herein the words and phrases below shall have the
following meanings:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Committee" shall mean the committee, which shall be comprised
of at least two and not more than four members who are disinterested
persons as defined under rules and regulations promulgated under Section
16(b) of the Exchange Act and who shall be members of the Board, appointed
by the Board to administer the Plan, which Board shall have the power to
fill vacancies on the Committee arising by resignation, death, removal or
otherwise.

(d) "Common Stock" shall mean any class or series of the common
stock of the Company.

(e) "Company" shall mean Travis International, Inc., a Delaware
corporation.

(f) "Disability" shall mean the person so affected is unable to
engage in substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a continuous
period of not less than one hundred eighty (180) days. The Committee's
determination as to whether a Participant has incurred a Disability shall
be final and conclusive as to all interested parties.

(g) "Eligible Employee" shall mean a key employee of the Company or
any subsidiary of the Company as determined pursuant to Section 4.

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
<PAGE>
(i) "Fair Market Value" shall mean, with respect to a share of
Common Stock on any date herein specified, the average daily Closing Price
per share of Common Stock for the ten (10) consecutive trading days
commencing fifteen (15) trading days before the date in question. The term
"Closing Price" of per share of Common Stock for a day or days shall mean
(i) if the shares of Common Stock are listed or admitted for trading on a
national securities exchange, the last reported sales price regular way,
or, in case no such reported sale takes place on such day or days, the
average of the reported closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the
shares of Common Stock are listed or admitted for trading, or (ii) if the
shares of Common Stock are not listed or admitted for trading on a
national securities exchange, (A) the last transaction price of the shares
of Common Stock on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or, in the case no such reported
transaction takes place on such day or days, the average of the reported
closing bid and asked prices thereof quoted on NASDAQ, or (B) if the
shares of Common Stock are not quoted on NASDAQ, the average of the
closing bid and asked prices of the shares of Common Stock in the
over-the-counter market, as reported by The National Quotation Bureau,
Inc., or an equivalent generally accepted reporting service, or (iii) if
on any such trading days the shares of Common Stock are not quoted by any
such organization, the fair market value per share of Common Stock on such
day(s), as determined in good faith by the Committee.

(j) "Incentive Stock Option" shall mean a stock option granted by
the Committee to an Eligible Employee under the Plan which is designated
by the Committee as an Incentive Stock Option and intended to qualify as
an Incentive Stock Option under Section 422 of the Code.

(k) "Nonqualified Stock Option" shall mean a stock option granted by
the Committee to an Eligible Employee under the Plan, which is not
designated by the Committee as an Incentive Stock Option.

(l) "Participant" shall mean any individual who has received an
award of a Stock Option and has not exercised the Stock Option and
received the Common Stock subject to the Stock Option.

(m) "Plan" shall mean the 1997 Key Employee Stock Option Plan, as
herein set forth and as amended from time to time.

(n) "Retirement" shall mean the termination of employment from the
Company constituting retirement as determined by the Committee.

(o) "Securities Act" shall mean the Securities Act of 1933, as now
in effect or as hereafter amended.

(p) "Stock Option" shall mean an Incentive Stock Option or
Nonqualified Stock Option pursuant to which a Participant is eligible to
acquire Common Stock pursuant to the terms and conditions of the Plan and
the Stock Option Agreement.

2
<PAGE>
(q) "Stock Option Agreement" shall mean the agreement described in
Section

(r) "Terminated For Cause" shall mean that a Participant's
employment is terminated as a result of a breach of his or her written
employment agreement, if the Participant is subject to a written
employment agreement, or if the Committee determines that such Participant
is being terminated as a result of misconduct, dishonesty, disloyalty,
disobedience or action that might reasonably injure the Company or its
business interests or reputation.

3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee appointed by the Board. The Committee shall have authority to adopt
rules and regulations for carrying out the Plan, determine the Eligible
Employees, determine the number of Stock Options, if any, to be awarded to each
Eligible Employee, determine whether a Stock Option shall be an Incentive Stock
Option or a Nonqualified Stock Option, determine the exercise price of each
Stock Option, determine the vesting period and vesting conditions for Stock
Options, determine the series or class of Common Stock to be subject to the
Stock Option, determine the Fair Market Value of Common Stock, and interpret,
construe, and implement the provisions of the Plan. Decisions of the Committee
(including decisions regarding the interpretation and application of the Plan)
shall be binding on the Company and on all Participants and other interested
parties. The Committee shall hold its meetings at such times and places as it
deems advisable. A majority of the members of the Committee shall constitute a
quorum for a meeting. All determinations of the Committee shall be made by a
majority of its members attending the meeting. Furthermore, any decision or
determination reduced to writing and signed by a majority of the members of the
Committee shall be as effective as if it had been made by a majority vote at a
meeting properly called and held.

4. ELIGIBLE EMPLOYEES. The individuals who shall be eligible to
participate in the Plan shall be such key employees (including officers who may
be members of the Board of Directors) of the Company, or of any subsidiary of
the Company, as the Committee shall determine from time to time. No person will
be eligible for the grant of any Incentive Stock Option who owns or would own
immediately before the grant of such Incentive Stock Option, directly or
indirectly, stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, a subsidiary or a parent
corporation. This restriction does not apply if, at the time such Incentive
Stock Option is granted, the Incentive Stock Option exercise price is at least
110% of the Fair Market Value on the date of grant and the Incentive Stock
Option by its terms is not exercisable after the expiration of five years from
the date of grant. For the purpose of this Section 4, the attribution rules of
Section 424(d) of the Code shall apply for the purpose of determining an
Eligible Employee's percentage ownership. No Eligible Employee shall be granted
Stock Options under this Plan with respect to more than 100,000 shares of Common
Stock.

5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. The number of shares of
Common Stock available for Stock Options shall equal 300,000 shares of the
Company's outstanding Common Stock. The shares of Common Stock available under
the Plan may consist of shares of any series of Common Stock provided that the
rights of such shares to dividends, to

3
<PAGE>
liquidation proceeds and to share in the appreciation in the value of the
Company shall be not less than the rights of any other series of Common Stock.
If any Stock Option shall expire or terminate for any reason, without being
exercised, shares of Common Stock subject to such Stock Option shall again be
available for grant in connection with grants of subsequent Stock Options.

6. STOCK OPTION TERMS.

(a) EXERCISE PRICE. The exercise price per share of Common Stock
under each Stock Option shall be determined by the Committee; provided,
however, that with respect to an Incentive Stock Option, such exercise
price shall not be less than 100% of the Fair Market Value per share of
such Common Stock on the date of grant, as determined by the Committee.

(b) TERM. The Committee shall fix the term of each Stock Option
which shall be not more than ten years from the date of grant. In the
event no term is fixed, such term shall be ten years from the date of
grant.

(c) EXERCISE; TRANSFERABILITY. The Committee shall determine the
time or times at which a Stock Option may be exercised in whole or in
part; provided, however, that other than as provided in Section 10, in no
event shall a Stock Option be exercisable before the expiration of six
months from the date of its grant or after ten years from the date of its
grant. Stock Options shall not be transferable by the Participant
otherwise than by will, under the laws of descent and distribution, or
pursuant to a qualified domestic relations order (as defined by the Code)
and shall be exercisable only by the Participant or by the Participant's
duly appointed personal representative.

(d) INCENTIVE STOCK OPTIONS. Anything in the Plan notwithstanding,
the aggregate Fair Market Value (determined as of the time the Incentive
Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any
Participant during any single calendar year (under the Plan and any other
incentive stock option plans of the Company and its subsidiaries or any
parent corporation) shall not exceed the sum of $100,000 (or such other
limits as may be required by the Code).

(e) METHOD OF EXERCISE. Stock Options shall be exercised by the
delivery of written notice to the Company setting forth the number of
shares of Common Stock with respect to which the Stock Option is to be
exercised and, subject to the subsequent provisions hereof, the address to
which the certificates representing shares of the Common Stock issuable
upon the exercise of such Stock Option shall be mailed. In order to be
effective, such written notice shall be accompanied at the time of its
delivery to the Company by payment of the exercise price of such shares of
Common Stock, which payment shall be made in cash or by cashier's check,
certified check, or postal or express money order payable to the order of
the Company in an amount (in United States dollars) equal to the exercise
price of such shares of Common Stock. Such notice shall be delivered in
person to the Secretary of the Company, or shall be sent by registered
mail,

4
<PAGE>
return receipt requested, to the Secretary of the Company, in which case,
delivery shall be deemed made on the date such notice is deposited in the
mail. In its sole and absolute discretion, the Committee may require as an
additional condition to the issuance of Common Stock upon exercise of a
Stock Option that the optionee furnish the Committee with an executed copy
of a shareholder agreement and/or voting agreement in such form as may be
required by the Committee at the time notice of exercise is delivered to
the Company. Such shareholder agreement may impose significant
restrictions on the transfer of the Common Stock received upon exercise of
the Stock Option. In addition, the Committee may require that there be
presented to, and filed with it, such evidence as it may deem necessary to
establish that the shares of Common Stock to be purchased are being
acquired for investment and not with a view to their distribution.

(f) WITHHOLDING. Whenever shares of Common Stock are to be issued or
delivered pursuant to the Plan, the Company shall require the Participant
to remit to the Company an amount sufficient to satisfy federal, state,
and local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares, which payment may be made in
the manner set forth in clause (e) above or in the manner permitted by
clause (g) below. With respect to shares received by a Participant
pursuant to the exercise of an Incentive Stock Option, if such Participant
disposes of any such shares within two years from the date of grant of
such option or within one year after the transfer of such shares to the
Participant, the Company shall have the right to withhold from any salary,
wages or other compensation payable by the Company to the Participant an
amount sufficient to satisfy federal, state and local withholding tax
requirements attributable to such disposition.

(g) ALTERNATIVE PAYMENT FOR STOCK. Alternatively, payment of the
exercise price may be made, in whole or in part, by delivery of shares of
Common Stock previously issued to the Participant. Unless otherwise
permitted by the Committee, payment of the exercise price with shares of
Common Stock shall be made only with shares owned by the Participant for
at least six (6) months. If payment is made in whole or in part in shares
of Common Stock owned by the Participant, then the Participant shall
deliver to the Company, in payment of the option price of the shares of
Common Stock with respect to which such Stock Option is exercised, (i)
certificates registered in the name of such Participant representing a
number of shares of Common Stock legally and beneficially owned by such
Participant, free of all liens, claims and encumbrances of every kind and
having a Fair Market Value as of the date of delivery of such notice that
is not greater than the exercise price of the shares of Common Stock with
respect to which such Stock Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by such certificates; and (ii), if the
exercise price of the shares of Common Stock with respect to which such
Stock Option is to be exercised exceeds such Fair Market Value, cash or a
cashier's check, certified check, or postal or express money order payable
to the order of the Company in an amount (in United States dollars) equal
to the amount of such excess.

The Company may extend and maintain, or arrange for the extension
and maintenance of, financing to any Participant to purchase shares
pursuant to exercise of a

5
<PAGE>
Stock Option and/or to pay withholding taxes on such terms as may be
approved by the Committee in its sole discretion. In considering the terms
for extension or maintenance of credit by the Company, the Committee
shall, among other factors, consider the cost to the Company of any
financing extended by the Company.

(h) NOTIFICATION WITH RESPECT TO INCENTIVE STOCK OPTIONS. Any
Participant who disposes of shares of Common Stock acquired on the
exercise of an Incentive Stock Option by sale or exchange either (i)
within two years after the date of the grant of the Incentive Stock Option
under which the stock was acquired or (ii) within one year after the
transfer of such shares to such Participant pursuant to exercise shall
promptly following such sale or exchange notify the Company of such
disposition and of the amount realized and of the adjusted basis in such
shares.

7. STOCK OPTION AGREEMENT. The Stock Options awarded to an Eligible
Employee shall be evidenced by a separate written agreement (the "Stock Option
Agreement") which shall be subject to the terms and provisions of the Plan, and
which shall be signed by the Participant and by the President or a
Vice-President of the Company, other than the Participant, in the name of and on
behalf of the Company. The Stock Option Agreement shall contain such provisions
as the Committee in its discretion deems advisable. In the event of any
inconsistency or conflict between the terms of the Plan and a Stock Option
Agreement, the terms of the Plan shall govern.

8. TERMINATION OF EMPLOYMENT, DEATH, DISABILITY AND RETIREMENT.

(a) TERMINATION OF EMPLOYMENT. If a Participant is no longer
employed by the Company or any subsidiary for any reason whatsoever other
than death, Disability or Retirement, with respect to any Stock Option
granted pursuant to the Plan outstanding at the time, unless otherwise
established by the Committee, no further vesting shall occur and the
Participant shall be entitled to exercise his or her rights with respect
to the portion of the Stock Option vested as of the date of termination
for a period expiring on the earlier of (i) the expiration date set forth
in the Stock Option Agreement or (ii) thirty (30) calendar days after such
termination date and, thereafter, the Stock Option and the Participant's
rights thereunder shall be completely terminated; provided, however, that
if a Participant is Terminated for Cause, such Participant's right to
exercise the vested portion of his or her Stock Option shall terminate as
of 12:01 a.m. on the date of termination of employment.

(b) RETIREMENT, DEATH OR DISABILITY. Unless otherwise approved by
the Committee, upon the Retirement, death or Disability of a Participant:

(i) any nonvested portion of any outstanding Stock Option
shall immediately terminate and no further vesting shall occur; and

6
<PAGE>
(ii) any vested Stock Option shall expire on the earlier of
(A) the expiration date set forth in the Stock Option Agreement with
respect to such Stock Option; or (B) the expiration of thirty (30)
days after the date of Retirement, death or Disability.

9. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
any shares of Common Stock under any Stock Option if the issuance of such shares
shall constitute a violation by the Participant or the Company of any provision
of any law, statute, or regulation of any governmental authority whether it be
Federal or State. Specifically, in connection with the Securities Act, upon
exercise of any Stock Option, unless a registration statement under the
Securities Act is in effect with respect to the shares of Common Stock covered
by such Stock Option, the Company shall not be required to issue such shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of such Stock Option is acquiring such shares of Common Stock for
investment and not with a view to the distribution thereof, and that such shares
of Common Stock may otherwise be issued without registration under the
Securities Act or State securities laws. Any determination in this connection by
the Committee shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of a Stock Option, or the issuance of
shares pursuant thereto, to comply with any law or regulation of any
governmental authority.

10. CHANGE IN STOCK AND ADJUSTMENTS. The existence of outstanding Stock
Options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of, or affecting, the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

If the Company shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number,
class, and per share price of shares of Common Stock subject to out-standing
Stock Options hereunder shall be appropriately adjusted in such a manner as to
entitle a Participant to receive upon exercise of a Stock Option, for the same
aggregate cash consideration, the same total number and class of shares as he
would have received had he exercised his Stock Option in full immediately prior
to the event requiring the adjustment; and (b) the number and class of shares
then reserved for issuance under the Plan shall be adjusted by substituting for
the total number and class of shares of Common Stock then reserved that number
and class of shares of Common Stock that would have been received by the owner
of an equal number of outstanding shares of each class of Common Stock as the
result of the event requiring the adjustment.

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After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company
is the surviving corporation, each holder of an outstanding Stock Option, upon
exercise of such Stock Option, shall be entitled to receive (at no additional
cost but subject to any required action by stockholders) in lieu of the number
and class of shares of Common Stock with respect to which such Stock Option is
exercisable, the number and class of shares of stock (or other securities or
consideration) to which such holder would have been entitled pursuant to the
terms of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, such holder had been the holder of record of the same
number and class of shares of Common Stock which he would have otherwise
received upon exercise of such Stock Option.

If the Company is merged into or consolidated with another corporation under
circumstances where the Company is not the surviving corporation, or if the
Company is liquidated, or sells or otherwise disposes of substantially all its
assets to another corporation while unexercised Stock Options remain outstanding
under the Plan, (i) subject to the provisions of clause (iii) below, after the
effective date of such merger, consolidation, liquidation, or sale, as the case
may be, each holder of an out-standing Stock Option shall be entitled, upon
exercise of such Stock Option, to receive at no additional cost, in lieu of
shares of Common Stock, shares of such stock (or other securities or
consideration) as the holders of shares of Common Stock received pursuant to the
terms of the merger, consolidation, liquidation, or sale; (ii) unless otherwise
provided in the Participant's Stock Option Agreement, any limitations set forth
in or imposed pursuant to Section 8 hereof shall automatically lapse so that all
Stock Options, from and after a thirty (30) day period preceding the effective
date of such merger, consolidation, liquidation or sale, as the case may be,
shall be exercisable in full; and (iii) all out-standing Stock Options may be
canceled by the Board as of the effective date of any such merger,
consolidation, liquidation or sale provided that (a) notice of such cancellation
shall be given to each holder of a Stock Option, and (b) unless otherwise
provided in the Participants' Stock Option Agreement, each holder of a Stock
Option shall have the right to exercise such Stock Option in full (without
regard to any limitations set forth in or imposed pursuant to Section 8 hereof)
during a thirty (30) day period preceding the effective date of such merger,
consolidation, liquidation, or sale. In the event the acceleration of vesting
provided by clause (ii) or (iii) above would result in imposition of the excise
tax imposed by Section 4999 of the Code, a Participant may elect to waive such
acceleration with respect to such number of shares subject to unvested Stock
Options as the Participant shall designate, and the Participant shall be
entitled to designate from among his unvested Stock Options those Stock Options
which shall not be subject to accelerated vesting.

Except as expressly provided herein, the issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, for
cash, property, labor, or services, either upon direct sale, exercise of rights
or warrants to subscribe therefor, or conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number, class
or price of shares of Common Stock then subject to outstanding Stock Options.

11. NO RIGHTS AS STOCKHOLDER. A holder of a Stock Option shall have no
rights as a stockholder with respect to any shares of Common Stock until the
issuance of a stock certificate for such shares. Except as otherwise provided in
Section 10, no adjustment shall be made for

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dividends (ordinary or extraordinary, whether in cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.

12. NO EFFECT ON EMPLOYMENT RELATIONSHIP. Participation in the Plan shall
not confer upon any employee any right to continue in the employ of the Company
or interfere in any way with the right of the Company to terminate any
employee's employment at any time.

13. NO FUND ESTABLISHED. It is not intended that awards under this Plan be
set aside in a trust which would qualify as an employee's trust within the
meaning of sections 401 or 402 of the Internal Revenue Code of 1986, as amended,
or in any other type of trust, fund, or separate account. The rights of any
Participant and any person claiming under such Participant shall not rise above
or exceed those of an unsecured creditor of the Company.

14. NO ASSIGNMENT OR ALIENATION OF BENEFITS. Except as contemplated by
Section 6(c), no right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
the same shall be void. No right or benefit hereunder shall in any manner be
liable for or subject to any debts, contracts, liabilities, or torts of the
person entitled to such benefits.

15. LIABILITY AND INDEMNIFICATION OF COMMITTEE. No member of the Committee
shall be liable for any act or omission of any other member of the Committee or
for any act or omission on his own part, including but not limited to the
exercise of any power or discretion given to him under the Plan, except those
resulting from his own gross negligence or willful misconduct. The Company shall
indemnify each present and future member of the Committee against, and each
member of the Committee shall be entitled without further act on his part to
indemnity from the Company for all expenses (including the amount of judgments
and the amount of approved settlements made with a view to the curtailment of
costs of litigation) reasonably incurred by him in connection with or arising
out of any action, suit or proceeding in which he may be involved by reason of
his being or having been a member of the Committee, whether or not he continues
to be a member of the Committee at the time of incurring such expenses;
provided, however, that such indemnity shall not include any expense incurred by
any such member of the Committee (a) in respect of matters as to which he shall
be finally adjudged in any such action, suit, or proceeding to have been guilty
of gross negligence or willful misconduct in the performance of his duty as such
member of the Committee, or (b) in respect of matters in which any settlement is
effected in an amount in excess of the amount approved by the Company on the
advice of its legal counsel; and provided further, that no right of
indemnification under the provisions set forth herein shall be available to or
enforceable by any such member of the Committee unless, within thirty (30) days
after institution of any such action, suit, or proceeding, he shall have offered
the Company, in writing, the opportunity to handle and defend same at its own
expense. This indemnity expressly includes any claims arising out of or based
upon the negligence of the member of the Committee. The foregoing right of
indemnification shall inure to the benefit of the heirs, executors, or
administrators of each such member of the Committee and shall be in addition to
all other rights to which such member of the Committee may be entitled as a
matter of law, contract, or otherwise.

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16. SUBSTITUTION OPTION. Stock Options may be granted under this Plan from
time to time in substitution for stock options held by employees (or nonemployee
directors) of another corporation who are about to become employees (or
nonemployee directors) of the Company as the result of a merger or consolidation
with the Company, or the acquisition by the Company of the assets of the other
corporation, or the acquisition by the Company of stock of the other corporation
as the result of which it becomes a subsidiary of the Company. The terms and
conditions of the substitute Stock Options so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the stock options for which such substitute Stock Options are granted.

17. GENDER, TENSE AND HEADINGS. Whenever the context requires such, words
of the masculine gender used herein shall include the feminine and neuter, and
words used in the singular shall include the plural. Section headings as used
herein are inserted solely for convenience and reference and constitute no part
of the construction of this Plan.

18. AMENDMENT AND TERMINATION. The Board may modify, revise or terminate
the Plan at any time and from time to time; provided, however, that without the
further approval of the holders of at least a majority of the out-standing
shares of Common Stock, the Board may not (i) change the aggregate number of
shares which may be issued under Stock Options pursuant to the provisions of the
Plan; (ii) materially increase the benefits accruing to Participants under the
Plan; or (iii) change the class of persons eligible to receive Stock Options. No
amendment or termination may adversely affect any vested right of a Participant
without the written consent of such Participant.

19. NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company nor the
Committee makes any commitment or guarantee that any federal, state or local tax
treatment will apply or be available to any person participating or eligible to
participate hereunder.

20. SEVERABILITY. In the event that any provision of this Plan shall be
held illegal, invalid or unenforceable for any reason, such provision shall be
fully severable, but shall not affect the remaining provisions of the Plan, and
the Plan shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.

21. GOVERNING LAW. The provisions of the Plan shall be construed,
administered, and governed by the laws of the State of Texas, without giving
effect to principles of conflicts of laws, and, to the extent applicable, the
laws of the United States.

22. EFFECTIVE DATE. The Plan shall become effective and shall be deemed to
have been adopted on __________________, if within one year of that date it
shall have been approved by the holders of at least the majority of the
outstanding Common Stock. No Stock Option shall be granted pursuant to the Plan
after one day more than ten years after the date the Plan was adopted by the
Board or the date the Plan was approved by the stockholders of the Company,
which-ever is earlier.

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23. STOCKHOLDERS APPROVAL. Notwithstanding any other provisions of the
Plan, in order for the Plan to continue as effective, on or before the date
which occurs twelve (12) months after the date the Plan is adopted by the Board,
the Plan must be approved by the holders of at least a majority of the
outstanding stock (unless applicable state law or the Company's charter or
by-laws require a greater number) of the Company entitled to vote thereon voting
in person, or by proxy, at a duly held stockholders' meeting, and no shares of
Common Stock shall be issued under the Plan until such approval has been
secured.

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report and all references to our Firm included in this registration statement on
Form S-1 filed by Travis International, Inc.

ARTHUR ANDERSEN LLP

Houston, Texas
December 30, 1997