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

Annual  report  ("Report")  pursuant  to section  13 or 15(d) of the  Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999

Commission file number 1-10659

                           ROBERTSON-CECO CORPORATION
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

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

5000 Executive Parkway, Ste. 425, San Ramon, California                 94583
-------------------------------------------------------         -------------
            (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: 925-543-7599
                                                    ------------

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

                                                       NAME OF EACH EXCHANGE
       TITLE OF EACH CLASS                              ON WHICH REGISTERED
       -------------------                              -------------------

Common Stock, par value, $0.01 per share             New York Stock Exchange
----------------------------------------          ----------------------------


Securities registered pursuant to Section 12(g) of the Act:  None


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

        The aggregate market value of the voting stock held by non-affiliates of
the  Registrant  was   $43,910,550   based  upon  the  closing  sales  price  of
Registrant's  common stock on the New York Stock Exchange on March 9, 2000. (The
value of shares of common stock held by executive  officers and directors of the
Registrant and their affiliates has been excluded.)

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

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

        As of March 9, 2000, 16,096,550 shares of common stock of the Registrant
were outstanding.

        Portions of the Registrant's definitive proxy statement for Registrant's
2000 annual  meeting of  stockholders  to be filed with the Commission not later
than 120 days after the end of  Registrant's  fiscal year covered by this report
("Report") are incorporated by reference into Part III.



                                       1
<PAGE>



                           ROBERTSON-CECO CORPORATION

                                Table of Contents

                                     PART I

                                                                            Page

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

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

Item 2.      Properties.....................................................   5

Item 3.      Legal Proceedings..............................................   5

Item 4.      Submission of Matters to a Vote of Security Holders............   6

Item 4.1     Executive Officers of the Registrant...........................   6

                                PART II

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

Item 5.      Market for the Registrant's Common Stock and Related
               Stockholder Matters..........................................   7

Item 6.      Selected Financial Data........................................   8

Item 7.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations....................................  10

Item 7A.     Quantitative and Qualitative Discussions about Market Risk.....  13

Item 8.      Financial Statements and Supplementary Data....................  14

Item 9.      Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure.......................  32

                               PART III

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

Item 10.     Directors and Executive Officers of the Registrant.............  33

Item 11.     Executive Compensation.........................................  33

Item 12.     Security Ownership of Certain Beneficial Owners and Management.  33

Item 13.     Certain Relationships and Related Transactions.................  33

                                PART IV

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

Item 14.     Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K..........................................  34

             Signatures.....................................................  35



                                       2
<PAGE>





ITEM 1.           BUSINESS
                  --------


THE COMPANY

         Robertson-Ceco  Corporation  (the  "Company") was formed on November 8,
1990 by the merger (the  "Combination") of H. H. Robertson,  Inc.  ("Robertson")
and Ceco Industries, Inc. ("Ceco Industries") with and into The Ceco Corporation
("Ceco"), a wholly-owned subsidiary of Ceco Industries,  with Ceco continuing as
the  surviving  corporation  under  the  name  Robertson-Ceco  Corporation.  The
Combination was accounted for using the purchase  method,  with Robertson deemed
the acquirer.

         After the  Combination,  the Company and its  subsidiaries  operated in
four business segments:  (1) the Metal Buildings Group, which operated primarily
in North America and is engaged in the  manufacture,  sale and  installation  of
custom-engineered  metal buildings for commercial and industrial  users; (2) the
Building Products Group,  which operated on a worldwide basis and was engaged in
the manufacture,  sale and installation of non-residential  building components,
including  wall,  roof and floor  systems;  (3) the Door  Products  Group  which
operated  primarily  throughout  the  United  States  and  was  engaged  in  the
manufacture and distribution of metal,  wood and fiberglass doors and frames for
commercial and residential  markets;  and (4) the Concrete  Construction  Group,
which operated  throughout the United States and was engaged in the provision of
subcontracting  services  for  forming   poured-in-place,   reinforced  concrete
structures.

DIVESTITURES

         During  1991,  management  began to develop  and  implement a series of
restructuring actions designed to improve the Company's operational  performance
and liquidity.  In connection with these restructuring  initiatives,  during the
first  quarter  of 1992,  the  Company  sold its Door  Products  Group,  certain
domestic Building  Products  businesses,  and its Building  Products  subsidiary
located in South Africa.

         In November  1993,  the Company sold its Building  Products  subsidiary
located in the United  Kingdom.  During the fourth  quarter of 1994, the Company
sold its remaining U.S.  Building  Products  operation and the Cupples  Products
Division,  which manufactured  curtainwall systems, and commenced a plan to sell
or dispose of its remaining European Building Products operations.  In 1995, the
Company sold its subsidiaries located in Holland and Spain and sold the Concrete
Construction  Group to a company  which is  controlled  by the  Company's  Chief
Executive  Officer.  In 1996, the Company sold its subsidiary  located in Norway
and its Building Products  operations  located in Australia,  Northeast Asia and
Southeast Asia. The Canadian Building Products business was closed in 1998.

         For accounting purposes, the Door Products Group, Concrete Construction
Group and the Building  Products Group were each  considered  separate  business
segments.  Accordingly,  the Company's  Consolidated  Financial  Statements were
reclassified to reflect these businesses as discontinued operations.

         In  addition  to the sale of and exit  from  the  businesses  discussed
above, a series of other  operational and financial  restructuring  actions have
been taken  during the period  1993 to the  present,  including  downsizing  the
corporate  office,  closing or selling metal building plants and  redistributing
manufacturing operations and equipment from closed operations, consolidating and
improving capacity and cost control,  reducing work force levels, and redefining
management and operating policies.


METAL BUILDINGS GROUP

         Today,  the  operations  of the  Company  consist  solely  of the Metal
Buildings Group.  The Metal Buildings Group consists of three  custom-engineered
metal building operations:  Ceco Building Systems, Star Building Systems, and H.
H.  Robertson  Building  Systems  (Canada).  Custom-engineered  metal  buildings
account  for a  significant  portion of the market for  nonresidential  low-rise
buildings  under  150,000  sq.  ft.  in size  that are  built in North  America.
Historically  aimed at the one-story small to medium building market, the use of
the product is expanding to large (up to 1 million sq. ft.),  more complex,  and
multi-story (up to 4 floors) buildings. The product provides the customer with a
custom   designed   building  which  generally  is  lower  in  cost  than  other
construction and faster from concept to job completion.



                                       3
<PAGE>





         The  Company's  metal  building  systems are  manufactured  at six U.S.
plants with one located in each of California,  Mississippi,  North Carolina and
Tennessee (began  operations in March 2000) and two in Iowa. The Company has one
plant  outside  of the U.S.  located  in  Ontario,  Canada.  The  buildings  are
primarily sold through  builder/dealer  networks  located  throughout the United
States and Canada. In addition to sales in North America,  the Company sells its
buildings to the Asian  market.  Buildings are  distributed  to the Asian market
through a network of domestic and international builders.

         The principal  materials used in the  manufacture of  custom-engineered
metal  buildings  are hot and  cold  rolled  steel  products  that  are  readily
available from many sources. The buildings consist of three components:  primary
structural  steel,  secondary  structural steel and cladding.  The buildings are
erected by the  builder/dealer  network  supplemented by subcontractors  and, in
certain cases, by Company erection crews.

         The  Company  considers  all  aspects  of  its  business  to be  highly
competitive and faces competition from many other manufacturers. Price, delivery
and service are the primary  competitive  features in this market. The Company's
business is both  seasonal  and  cyclical in nature and, as a  consequence,  has
certain  working capital needs which are  characteristic  of the metal buildings
industry. At times of increased  construction  activity,  the Company has a need
for  increased  working  capital  which is funded by available  cash.  Since the
Company operates in the industrial and commercial building sectors, primarily in
North  America,  the Company's  results are heavily  influenced by the growth in
such economies,  interest rates and credit available to builders, developers and
the ultimate owners of the Company's buildings.


SEASONALITY

         The Company operates in the industrial and commercial  building sectors
with substantially all of the Company's revenues  concentrated in North America.
The Company's business is seasonal in nature and operating results are affected,
in part, by the severity of weather conditions.


CUSTOMERS

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


INVENTORY AND BACKLOG

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

         Due to the wide  availability of necessary raw materials and relatively
short  delivery lead times,  the Company is generally  able to minimize its risk
with respect to price  increases in the raw materials  used to  manufacture  its
products. To the extent that the Company quotes a fixed-price sales contract and
has not locked in the related cost of the raw materials,  the Company is at risk
for  price  increases  in such  raw  materials.  Additionally,  during  times of
declining demand,  selling prices tend to be adversely affected, and the Company
may not experience similar declines in material costs.

         Backlog is  determined  based upon  receipt of a contract  or  purchase
order from the customer.  The Company  reduces its backlog upon  recognition  of
revenue.  At December 31, 1999,  the backlog of unfilled  orders  believed to be
firm was approximately $91.9 million compared with $69.3 million at December 31,
1998. The December 31, 1999 backlog is expected to be executed in 2000.



                                       4
<PAGE>



PATENTS

         The Company  owns a number of patents  with  varying  expiration  dates
extending beyond the year 2000. None of these patents are believed to be a major
factor in the competitive position of the Company.


EMPLOYEES

         At December 31, 1999, the Company employed  approximately 1,550 persons
and was a party to collective  bargaining  agreements with labor unions covering
approximately 177 employees. Work stoppages are a possibility in connection with
the  negotiation  of  collective  bargaining  agreements,  although  the Company
believes that its employee relations are generally satisfactory.


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


         The  Company  owns  and  operates  seven   manufacturing   plants.  The
manufacturing  plant in Elizabethton,  Tennessee began operating in March, 2000.
The listing below identifies the locations of those  facilities.  The productive
capacities  of these  plants  are  considered  adequate  to serve the  Company's
business needs at a volume at least equal to that achieved in 1999.

Monticello, Iowa                               Manufacturing Plant
Lockeford, California                          Manufacturing Plant
Mt. Pleasant, Iowa                             Manufacturing Plant
Rocky Mount, North Carolina                    Manufacturing Plant
Columbus, Mississippi                          Manufacturing Plant
Elizabethton, Tennessee                        Manufacturing Plant
Hamilton, Ontario, Canada                      Manufacturing Plant


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


LAWSUITS

         There are various  proceedings pending against or involving the Company
which are  ordinary or routine  given the nature of the  Company's  existing and
prior businesses. While the outcome of the Company's legal proceedings cannot be
predicted  with  certainty,  management  does not expect that these matters will
have a material  adverse  effect upon the  consolidated  financial  condition or
results of operations of the Company.


ENVIRONMENTAL MATTERS

         The Company's current and prior manufacturing  activities use materials
classified as hazardous  substances  and have generated and continue to generate
materials  classified  as hazardous  wastes.  The Company  devotes  considerable
resources to compliance with legal and regulatory  requirements  relating to (a)
the use of these materials, (b) the proper disposal of such materials classified
as hazardous wastes,  (c) the protection of the environment and (d) the training
of Company personnel. These requirements include clean-ups at various sites. The
Company's  policy is to accrue  environmental  and clean-up  related  costs of a
non-capital  nature when it is probable  that a liability  has been incurred and
such liability can be reasonably estimated.



                                       5
<PAGE>



          In prior years, the Company  completed its  investigation of two owned
disposal  sites in Beaver  County,  Pennsylvania  formerly  used by Robertson to
dispose of plant wastes from a former Building Products manufacturing  facility.
The Company has completed its remedial  efforts at one site and has substantialy
completed the  remediation of the second site.  During 1999, the Company and the
Pennsylvania  Department of Environmental  Protection ("PDEP") reached agreement
to remediate a third site in Allegheny  County,  Pennsylvania with PDEP agreeing
to share in the cost of  remediation  of that site.  The  Company  reached  this
agreement to avoid the potential costs of protracted  litigation  related to the
site.  Investigation  of the  site and  development  of a  remediation  plan are
expected to be completed in 2000.

         The Company has recorded  reserves in amounts  which it considers to be
adequate to cover the costs which may be incurred in relation to these and other
environmental matters.  However, no assurance can be given that discovery of new
facts and the  application  of the legal and  regulatory  requirements  to those
facts would not change the  Company's  estimate of costs it could be required to
pay in any particular situation.


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


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


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


         The  following  table  sets forth  certain  information  regarding  the
executive officers of the Company as of March 26, 2000.

Name                         Age       Position
----                         ---       --------

Andrew G. C. Sage, II        74        Chairman
Michael E. Heisley, Sr.      63        Chief Executive Officer
E.A. Roskovensky             54        President and Chief Operating Officer
Ronald D. Stevens            56        Executive Vice President, Chief Financial
                                          Officer and Secretary

         Mr. Andrew G. C. Sage, II is Chairman (since July 1993) of the Company.
He is also President of Sage Capital  Corporation  ("Sage  Capital"),  a general
business  and  financial   management   corporation   specializing  in  business
restructuring  and  problem  solving.   Mr.  Sage  is  a  director  of  American
Superconductor Corporation, Tom's Foods, Inc. and WorldPort Communications, Inc.

         Mr. Heisley is Chief  Executive  Officer  (since  December 1993) of the
Company.  Mr.  Heisley  is  Chairman  of the  following  companies:  Davis  Wire
Corporation, a manufacturer of steel wire, and Tom's Foods, Inc., a manufacturer
and distributor of snack foods.  Mr. Heisley is Chief  Executive  Officer of The
Heico Companies, L.L.C. He is also a director of Tom's Foods, Inc. and WorldPort
Communications, Inc.

         Mr.  Roskovensky  is  President  and  Chief  Operating  Officer  (since
November  1994) of the Company.  He is also the  President  and Chief  Executive
Officer of Davis Wire Corporation,  a manufacturer of steel wire, and a director
of QuadraMED Corporation.

         Mr.  Stevens is Executive Vice  President and Chief  Financial  Officer
(since October 1996) and Secretary  (since February 1999) of the Company.  Prior
to being elected Chief Financial  Officer,  Mr. Stevens was a Principal/Owner of
Productivity Consulting Group, Inc.



                                       6
<PAGE>




                                     PART II

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


COMMON STOCK

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


                                                     High                 Low
                                                -------------        -----------
Calendar 1999
  First Quarter   ........................      $      8 7/16        $    7 1/4
  Second Quarter  ........................            11                  7 1/4
  Third Quarter   ........................             9 15/16            7 3/4
  Fourth Quarter  ........................            10                  7

Calendar 1998
  First Quarter   ........................      $     11              $   8 1/4
  Second Quarter  ........................            11                  9 3/16
  Third Quarter   ........................            10 3/16             8 1/8
  Fourth Quarter  ........................             8 5/8              7 1/4


         There  were  approximately  1,703  holders  of record of the  Company's
Common  Stock as of March 9, 2000.  Included  in the number of  stockholders  of
record are  stockholders  who held shares in  "nominee"  or "street"  name.  The
closing  price per share of the  Company's  Common  Stock on March 9,  2000,  as
reported under the NYSE Composite Transaction Reporting System, was $9-11/16.




                                       7
<PAGE>




ITEM 6.           SELECTED FINANCIAL DATA
                  -----------------------

         Set forth below is historical financial data for each of the five years
in the period  ended  December  31,  1999.  This data has been  derived from the
audited Consolidated  Financial Statements of the Company for such periods, some
of which are presented  elsewhere herein.  The following  information  should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations"  and the Company's  Consolidated  Financial
Statements and the Notes thereto appearing elsewhere in this Report.

<TABLE>

Operations Data (a):
(In thousands, except per share data)
                                                                    Year Ended December 31
                                            ----------------------------------------------------------

                                             1995            1996            1997          1998           1999
                                         ------------    ------------    -----------  -------------  ---------

<S>                                        <C>             <C>            <C>            <C>            <C>
Net revenues   .........................   $  264,983      $  255,893     $  288,151     $  294,802     $  285,808
Cost of sales ..........................      218,285         201,478        233,284        234,913        224,239
                                           ----------      ----------     ----------      ---------     ----------
Gross profit  ..........................   $   46,698      $   54,415     $   54,867     $   59,889     $   61,569
Selling, general and
    administrative expenses.............       30,844          27,549         24,126         24,651         26,468
                                           ----------      ----------     ----------     ----------     ----------

Operating income   .....................   $   15,854      $   26,866     $   30,741     $   35,238     $   35,101
Interest expense  ......................       (4,335)         (4,166)        (1,659)        (1,062)          (141)
Other income, net   ....................          828             841            904          1,990          2,164
                                           ------------    -------------  -----------    ----------     ----------

Income from continuing
 operations before provision (credit)
 for income taxes.......................   $   12,347      $   23,541     $   29,986     $   36,166     $   37,124
Provision (credit) for income taxes (b).           -          (29,067)        11,200         13,647         14,374
                                           --------------  ----------     ----------     ----------     ----------

Income from continuing operations
   before extraordinary items  ........    $   12,347      $   52,608     $   18,786     $   22,519     $   22,750
Gain (loss) on discontinued
  operations (c)........................      (15,888)         -              -                 -            8,993
Extraordinary gain (loss) on debt.......            -          (1,315)         4,568            -            -
                                           -----------     ----------     ----------     ----------     ----------
Net income (loss)  .....................   $   (3,541)     $   51,293     $   23,354     $   22,519     $   31,743
                                           ==========      ==========     ==========     ==========     ==========

Basic/Diluted earnings (loss) per common share:
  Continuing operations   ..............   $      .77      $     3.28    $      1.17     $     1.40      $    1.42
  Discontinued operations (c) ..........         (.99)         -              -             -                  .56
  Extraordinary item ...................            -            (.08)           .28         -               -
                                           ------------    ----------       ---------     ---------       -------
Net income (loss) per
    common share   .....................   $     (.22)     $     3.20      $    1.45     $     1.40     $     1.98
                                           =============   ==========      ==========     =========      =========

Weighted average number of
 common shares outstanding .............       15,932          16,017         16,056         16,060        16,063
                                           ===========     ==========     ==========     ==========     ==========

Cash dividends declared per
 common share    .......................           -             -             -                  -             -
                                            ==========    ===========     ==========     ==========     ==========




                                       8
<PAGE>




Balance Sheet Data (a):
(In thousands)
                                                                          December 31
                                            ------------------------------------------------------------------

                                               1995           1996             1997          1998         1999
                                           ------------   -----------      ----------   -----------  ---------
<S>                                      <C>              <C>             <C>           <C>          <C>
Working capital  ........... ........... $         88     $     2,603     $   35,127    $   51,063   $   75,617
Total assets     .......................      108,479         138,132        137,653       144,161      178,237
Long-term debt (current  portion).......      -                 7,455          5,000       -             -
Long-term debt (excluding
  current portion)......................       40,530          20,000         10,000       -             -
Stockholders' equity (deficiency).......      (29,994)         26,244         49,746        71,972      104,460
                                          ===========      ==========     ==========     =========    =========



(a)       The Consolidated  Statements of Income are reclassified to reflect the
          operating results of the Concrete Construction Group (measurement date
          was December 1994) and the Building  Products Group  (measurement date
          was December 1995) as discontinued operations. Accordingly, the income
          and expense amounts of such business  segments prior to the respective
          measurement  dates  are  classified  as  a  single  line  item  within
          discontinued  operations.  For  purposes of the  Consolidated  Balance
          Sheets, the net of the segments' assets and liabilities, including any
          loss provisions,  were reflected as a net amount as of the measurement
          dates.

(b)       In the third quarter of 1996,  the Company  recorded tax assets of $31
          million,  or  $1.93  per  share,  reflecting  future  benefits  of the
          Company's  net  operating  loss  carryforwards  and other  tax  timing
          differences.  Had 1996 been reported with a full tax provision, income
          from continuing  operations before extraordinary items would have been
          approximately $14.4 million, or $.89 per share.

(c)       Gains (losses) from discontinued operations are reported net of income
          tax expense  (benefit) of $(0.4)  million and $3.3 million in 1995 and
          1999,   respectively.   See  Note  3  to  the  Consolidated  Financial
          Statements herein.


</TABLE>




                                       9
<PAGE>


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


RESULTS OF OPERATIONS:

YEAR ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998

          Revenues for 1999 were $285.8  million  compared to $294.8  million in
1998, a 3.1% decrease.  The Company  entered fiscal year 1999 with a low backlog
as incoming  orders in the last few months of 1998 were lower than  normal.  Low
orders  continued  during  the first few months of 1999 as the  builder  network
delayed   placing  new  orders  while  they  worked  off  their  own   backlogs.
Consequently,  revenues in the first two quarters fell significantly  behind the
prior year.  Orders  increased  during the  remainder  of 1999  resulting in the
highest year end backlog. However, order fulfillment during the rest of the year
could  not  make  up the  shortfall  experienced  earlier  as the  drafting  and
engineering  departments  at all  locations  were  working at or near  capacity.
Furthermore, hurricanes in the East reduced construction activity and forced the
North  Carolina  facility to shut down for a few days which also  contributed to
reduced volumes.  Approximately $3.0 million of revenues were delayed due to the
weather conditions.  As a result of these factors, the revenue shortfall was not
erased in the second half of the year.  Geographically,  the South and Southeast
experienced increases between years, while the other regions were either flat or
somewhat below 1998 revenue levels.

          Despite the decline in revenues,  gross profit was $1.7 million higher
in 1999 than in 1998.  Gross margin increased to 21.5% in 1999 compared to 20.3%
in 1998. Material cost as a percent of revenues was approximately 2.8% less than
experienced in 1998. This was a result of the mix of buildings produced,  stable
steel prices and reduced  discounts to  customers.  Partially  offsetting  these
favorable  events  were  startup  costs  for  the  Tennessee  plant,  additional
drafting,  engineering and customer  service  staffing needed to handle expected
volume increases and increased systems costs related to back office functions.

          Selling,  general and  administrative  ("S, G & A") costs increased by
$1.8  million in 1999,  or from 8.4% of  revenues in 1998 to 9.3% of revenues in
1999.  Selling  costs  increased  as the Company  added sales  personnel in most
locations to improve volumes and support the new plant. Several financial system
upgrades were installed in 1999 to improve  internal  efficiencies and to assure
Year 2000 compliance,  and outside programmers and other resources were utilized
to complete these  projects in a timely  manner.  Costs were incurred to recruit
new  personnel  and relocate  employees  from the West Coast to Oklahoma City to
improve functionality.

          Operating margin increased to 12.3% in 1999 compared to 12.0% in 1998.
The improvement in gross margin,  primarily related to favorable material costs,
offset investments in systems and employees made in 1999.

          Income  before  taxes  increased  from $36.2  million in 1998 to $37.1
million in 1999,  or from 12.3% of revenues to 13.0% of revenues,  respectively.
The  Company  had  slightly  higher  interest  income as a result of higher cash
balances.  Interest expense decreased $.9 million as all long-term debt was paid
off in September 1998.

          The Company's  overall tax rate increased to 38.7% in 1999 compared to
37.7% in 1998. The increase results from lower Canadian income on which no taxes
have been provided due to loss carryforwards which are recognized as realized in
the Company's tax returns.

          Income from  continuing  operations  was $22.8  million,  or $1.42 per
share, in 1999 compared to $22.5 million, or $1.40 per share, in 1998.

          Net income in 1999 of $31.7  million  included a gain on  discontinued
operations of $9.0 million,  or $.56 per share.  See Note 3 to the  Consolidated
Financial Statements herein for additional information.


                                       10
<PAGE>

          At December 31, 1999,  the backlog of unfilled  orders  believed to be
firm was  approximately  $91.3  million  compared to $69.3 million at the end of
1998.


YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997

          Revenues  for 1998 were $294.8  million  compared to $288.2  million a
year ago, a 2.3% increase.  The Company entered 1998 with a strong backlog,  and
order  inflow  continued  at an  excellent  level  throughout  most of the  year
reflecting continued good industry conditions.  Weather conditions in the winter
months delayed  shipments until later in the year.  Beginning late in the second
quarter and throughout  the third quarter,  the Company was operating at or near
capacity at most plants  preventing  shipments  from catching up with the losses
due to delays  earlier in the year.  Fourth  quarter  volumes  were  higher than
normal as our deliveries  continued  their catch up from earlier.  Revenue gains
were  experienced  in each  market of the  business  except  the West  Coast and
Canada.  A slowdown in the Canadian  economy caused revenues in this location to
decline  approximately 7% from 1997. Tariffs in the Far East continued to reduce
the amount of export business for the West Coast  operation,  and the California
construction  economy was still catching up with growth rates experienced in the
rest of the Company's regions.

          Favorable  revenue mix and lower  discounts to customers  caused gross
margins to increase  from 19.0% in 1997 to 20.3% in 1998.  In 1997,  the Company
had higher revenue from products that are supplied to customers but manufactured
by  others,  which  generally  provide  lower  margins to the  Company,  but are
necessary to meet competitive  demands. In 1997, there were also higher revenues
from erection and subcontract activities where the margins are not as high.

          Operating margins improved from 10.7% in 1997 to 12.0% in 1998. S, G &
A costs remained steady at 8.3% of revenues in 1997 and 1998.

          Income before taxes further  improved in 1998 from 1997 as a result of
reduced  interest  expense  and  increased  interest  income.  Interest  expense
declined $.6 million from 1997 due to lower interest rates in 1998 combined with
lower debt  balances as the term loan was paid in full in  September  1998.  The
Company  experienced  higher  interest  income  reflecting  higher  average cash
balances.

          For the year,  income before taxes was $36.2 million compared to $30.0
million in 1997. This  represented a 20.6% increase between years resulting from
favorable revenue mix, lower discounts to customers, increased interest revenue,
and reduced  borrowing  expenses.  Pretax income  increased to 12.3% of revenues
compared to 10.4% in 1997. The effective tax rate was somewhat higher because of
lower Canadian  income on which no tax has been recognized due to past operating
losses.

          Net income in 1997 included an extraordinary  item related to the debt
refinancing.  The  Company  recorded  a  $4.6  million  credit  eliminating  the
previously recorded accrued interest on the 12% debentures that were redeemed in
January 1997.

          At December  31, 1998 the  backlog of unfilled  orders  believed to be
firm was  approximately  $69.3 million compared to $72.7 million at December 31,
1997.



                                       11
<PAGE>




LITIGATION AND ENVIRONMENTAL

          There are various proceedings pending against or involving the Company
which are  ordinary  or routine  given the nature of the  Company's  existing or
prior businesses.  The Company has recorded  liabilities for litigation where it
is both probable that a loss has been incurred and the amount of the loss can be
reasonably estimated. While the outcome of these proceedings cannot be predicted
with certainty, management does not expect resolution of these matters will have
a material adverse effect on the Company's Consolidated Financial Statements.

          The Company has been identified as a potentially  responsible party by
Federal and state  authorities for clean-up at various waste disposal sites. The
Company has engaged appropriate third parties to perform feasibility studies and
assist in estimating the cost of investigation  and remediation.  Although it is
difficult to quantify future environmental expenditures, the Company has accrued
environmental  and  clean-up  costs  of a  non-capital  nature  when  it is both
probable  that a loss  has  been  incurred  and the  amounts  can be  reasonably
estimated.  As of December 31, 1999, the Company has reserves for  environmental
matters  of  approximately   $5.4  million.   Based  upon  currently   available
information,  including  the reports  from third  parties,  management  does not
believe  ultimate  expenditures  for these  matters will  materially  exceed the
amounts accrued.

          With respect to environmental  clean-up  matters,  the Company claimed
coverage under its insurance policies for past and future clean-up costs related
to certain  sites for which the Company  believed it was entitled to defense and
indemnification under those insurance policies.  The insurer refused to admit or
deny coverage.  As a result,  the Company filed a complaint  against the insurer
seeking to recover past and future clean-up costs at those certain sites. During
1999,  the  Company  reached an  agreement  with that  insurance  carrier  which
resulted in a lump sum  payment to the Company in exchange  for a release to the
insurance  carrier of any further liability related to most of such liabilities.
By agreement,  the amount of the  settlement is  confidential.  A portion of the
amount  received  was added to the  Company's  environmental  reserves  with the
remainder included in the gain on discontinued operations recorded in 1999.

LIQUIDITY AND CAPITAL RESOURCES

          During 1999, the Company generated approximately $25.9 million in cash
from its operating  activities  compared to $41.8  million in 1998.  Inventories
were built up during the last couple months of 1999 in order to have  sufficient
stocks  available  to work off the backlog  and to hedge  against  future  price
changes.  Receivables  increased  slightly as volumes  toward the latter part of
1999 were strong comparatively. Deposits of approximately $3.0 million were made
for  equipment  for the new  Tennessee  plant  for  which  the  Company  will be
reimbursed once lease terms for that equipment are finalized. State income taxes
paid of $1.9 million also reduced cash generated during 1999.

          Capital  expenditures totaled $18.8 million, up significantly from the
$5.1 million spent in 1998. The increase partially  represents the new Tennessee
plant  building and  equipment  purchases  for this plant.  In  addition,  major
expenditures  were  made  at  existing  plants  as  the  Company  continues  its
modernization/productivity improvement program.

          Discontinued operations generated cash flow in 1999 due to the receipt
of a Canadian  pension surplus and settlement of the Company's claim against one
of  the  Company's   environmental  insurance  carriers.  (See  Note  3  to  the
Consolidated   Financial  Statements  herein.)  These  amounts  were  offset  by
expenditures for environmental  cleanup and resolution of worker's  compensation
and general liability cases related to discontinued  operations.  The amount and
timing  of  such   expenditures  are  dependent  on  several  factors  including
construction  activity at cleanup sites and the ability to settle litigation and
claims on favorable  terms.  Management  will  continue to pursue  settlement of
these matters where favorable resolution can be accomplished.



                                       12
<PAGE>

          Available  cash was $47.5 million at the end of 1999.  The Company has
additional  liquidity  available  of  $15.0  million  under a  revolving  credit
agreement. Outstanding letters of credit were reduced by $3.7 million in 1999 to
$4.7 million at December 31, 1999.  Outstanding  performance  bonds totaled $3.8
million at December 31, 1999.


YEAR 2000

         The "Year 2000" issue is the result of computer  programs being written
using two digits rather than four to define the applicable  year.  Specifically,
computational  errors are a known risk with respect to dates after  December 31,
1999. The Company assessed its computer  equipment and business computer systems
as well as its  manufacturing  equipment and facilities with embedded systems in
preparation for the Year 2000.  Modifications to the Company's business computer
systems found to
be necessary during the above assessments were completed, as expected,  prior to
year-end. Expenditures for this assessment and modification process approximated
$3.4 million.

         No  detrimental  Year 2000  issues were  experienced  by the Company on
January 1, 2000,  nor have any  residual  issues been  experienced  to date.  No
internal systems or equipment  malfunctioned,  nor were any vendors or suppliers
unable to deliver goods or services.

         This is a Year 2000 Readiness  Disclosure  Statement within the meaning
of the Year 2000 Information and Readiness Disclosure Act (P.L.105 - 271).


"SAFE HARBOR" PROVISIONS

         The Company may from time to time make written or oral  forward-looking
statements,  including  statements  contained in the Company's  filings with the
Securities and Exchange Commission and its reports to stockholders.  This Annual
Report on Form 10-K contains  forward-looking  statements  made in good faith by
the Company pursuant to these "safe harbor" provisions of the Private Securities
Litigation   Reform  Act  of  1995.  In  connection  with  these  "safe  harbor"
provisions,  the Company  identifies  important  factors that could cause actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statements made by or on behalf of the Company.  Any such statement is qualified
by reference to the following cautionary statements.

         The Company's  business operates in a highly  competitive market and is
subject to  changes  in  general  economic  conditions,  raw  material  pricing,
competition,   changes  in   customer   preferences,   foreign   exchange   rate
fluctuations,  the  degree  of  acceptance  of new  product  introductions,  the
uncertainties of litigation,  as well as other risks and uncertainties  detailed
from time to time in the Company's Securities and Exchange Commission filings.

         Developments in any of these areas could cause the Company's results to
differ  materially  from  results  that have been or may be  projected  by or on
behalf of the Company.

         The Company  cautions that the foregoing  list of important  factors is
not  inclusive.  The Company does not  undertake  to update any  forward-looking
statement that may be made from time to time by or on behalf of the Company.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCUSSIONS ABOUT MARKET RISK
                  ----------------------------------------------------------

          Not Applicable



                                       13
<PAGE>




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

<TABLE>

                                                     ROBERTSON-CECO CORPORATION
                                                 CONSOLIDATED STATEMENTS OF INCOME
                                               (In thousands, except per share data)


                                                                                        For the Years Ended December 31
                                                                            -------------------------------------------
                                                                               1997             1998               1999
                                                                           ------------      ----------       ---------

<S>                                                                           <C>              <C>              <C>
NET REVENUES  ...........................................................     $288,151         $294,802         $285,808

COST OF SALES  ..........................................................      233,284          234,913          224,239
                                                                             ---------        ---------        ---------

GROSS PROFIT  ...........................................................       54,867           59,889           61,569

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  ...........................       24,126           24,651           26,468
                                                                             ---------        ---------        ---------

OPERATING INCOME ........................................................       30,741           35,238           35,101

OTHER INCOME (EXPENSE):
     Interest expense  ..................................................       (1,659)          (1,062)            (141)
     Other income - net  ................................................          904            1,990            2,164
                                                                             ---------        ---------        ---------
                                                                                  (755)             928            2,023
                                                                             ---------        ---------        ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
     PROVISION FOR INCOME TAXES  ........................................       29,986           36,166           37,124

PROVISION FOR INCOME TAXES                                                      11,200           13,647           14,374
                                                                             ---------        ---------        ---------

INCOME FROM CONTINUING OPERATIONS BEFORE
     EXTRAORDINARY ITEM  ................................................       18,786           22,519           22,750

GAIN ON DISCONTINUED OPERATIONS, NET OF TAXES............................       -               -                  8,993
                                                                             ---------        ---------        ---------

INCOME BEFORE EXTRAORDINARY ITEM.........................................       18,786           22,519           31,743

EXTRAORDINARY GAIN ON DEBT REDEMPTION ,
     NET OF TAXES........................................................        4,568          -                   -
                                                                             ----------       ---------        ---------

NET INCOME    ..........................................................   $    23,354    $      22,519       $   31,743
                                                                           ============   =============       ==========

BASIC/DILUTED EARNINGS PER COMMON SHARE:

INCOME FROM CONTINUING OPERATIONS BEFORE
     EXTRAORDINARY ITEM..................................................   $     1.17        $   1.40         $    1.42

GAIN ON DISCONTINUED OPERATIONS, NET.....................................         -               -                  .56

EXTRAORDINARY GAIN ON DEBT REDEMPTION, NET  .............................         .28             -                -
                                                                           ----------         ----------       -----

NET INCOME    ..........................................................   $    1.45      $       1.40         $    1.98
                                                                           ============   =============       ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
         OUTSTANDING  ...................................................       16,056           16,060           16,063
                                                                             =========        =========        =========

</TABLE>


                                       14
<PAGE>


<TABLE>


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


                                                                                                  December 31
                                                                                            1998                1999
                                                                                        -------------       --------
<S>                                                                                          <C>              <C>
ASSETS

CURRENT ASSETS:
     Cash and cash equivalents  ......................................................       $ 38,203         $  47,527
     Accounts and  notes receivable, less allowance
       for doubtful accounts:  1998, $1,795; 1999, $1,910  ...........................         29,878            30,987
     Inventories  ....................................................................         11,518            19,731
     Deferred taxes, current  ........................................................          4,476             5,884
     Other current assets  ...........................................................            621             4,254
                                                                                             --------         ---------
         Total current assets  .......................................................         84,696           108,383
                                                                                             --------         ---------

PROPERTY, PLANT AND EQUIPMENT - AT COST:
     Land   ..........................................................................          1,654             1,781
     Buildings and improvements  .....................................................         11,550            12,075
     Machinery and equipment  ........................................................         38,309            39,084
     Construction in progress  .......................................................          1,596            15,020
                                                                                             --------         ---------
                                                                                               53,109            67,960
     Less accumulated depreciation  ..................................................        (25,900)          (26,691)
                                                                                             --------         ---------
         Property, plant and equipment - net .........................................         27,209            41,269
                                                                                             --------         ---------

EXCESS OF COST OVER NET ASSETS OF ACQUIRED
     BUSINESSES, LESS ACCUMULATED AMORTIZATION:
     1998, $7,569; 1999, $8,397  .....................................................         24,955            24,127

NET DEFERRED TAXES, NON-CURRENT  .....................................................          6,543             2,849

OTHER NON-CURRENT ASSETS  ............................................................            758             1,609
                                                                                             --------         ---------

         Total assets  ...............................................................       $144,161          $178,237
                                                                                             ========          ========
















                 See Notes to Consolidated Financial Statements.

</TABLE>



                                       15
<PAGE>





<TABLE>


                           ROBERTSON-CECO CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)

<CAPTION>


                                                                                                        December 31
                                                                                          -------------------------

                                                                                              1998                1999
                                                                                          ------------        --------
<S>                                                                                       <C>                 <C>
LIABILITIES

CURRENT LIABILITIES:
     Accounts payable  .............................................................      $  11,340           $  11,788
     Accrued payroll and benefits  .................................................          8,137               8,282
     Other accrued liabilities  ....................................................         14,156              12,696
                                                                                         ----------          ----------

         Total current liabilities  ................................................         33,633              32,766

LONG-TERM LIABILITIES  .............................................................         38,556              41,011

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

COMMON STOCK
     Par value per share $.01
     Authorized shares:  30,000,000
     Issued and outstanding shares:  1998 - 16,096,550; 1999 - 16,096,550  .........            161                 161
CAPITAL SURPLUS  ...................................................................        178,233             178,233
ACCUMULATED DEFICIT  ...............................................................       (105,654)            (73,911)
DEFERRED COMPENSATION  .............................................................           (105)                (74)
ACCUMULATED OTHER COMPREHENSIVE INCOME  ............................................           (663)                 51
                                                                                        -----------          ----------

     Stockholders' equity  .........................................................         71,972             104,460
                                                                                         ----------          ----------

         Total liabilities and stockholders' equity  ...............................      $ 144,161           $ 178,237
                                                                                          =========           =========















                 See Notes to Consolidated Financial Statements.

</TABLE>



                                       16
<PAGE>

<TABLE>



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

                                                                                               For the Years Ended December 31
                                                                                       -------------------------------------------
                                                                                           1997           1998                1999
                                                                                       ------------    ----------        ---------

<S>                                                                                  <C>                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations before extraordinary item  ...................     $   18,786         $ 22,519         $  22,750
Adjustments to reconcile income from continuing operations before
  extraordinary item to net cash provided by operating activities:
     Depreciation   ............................................................          3,660            4,152             4,562
     Amortization   ............................................................            933            1,071               852
     Changes in assets and liabilities:
       Increase in accounts and notes receivable  ..............................         (5,864)          (1,629)           (1,109)
       (Increase) decrease in inventories  .....................................          2,115            2,184            (8,213)
       Decrease in deferred tax assets   .......................................         11,200           13,647            13,072
       Increase (decrease) in accounts payable  ................................            631           (1,869)              448
       Net changes in other assets and liabilities  ............................           (974)           1,736            (6,442)
                                                                                     ----------         --------         ---------

     NET CASH PROVIDED BY OPERATING ACTIVITIES  ................................         30,487           41,811            25,920
                                                                                     ----------         --------         ---------

     NET CASH PROVIDED BY (USED FOR)
       DISCONTINUED OPERATIONS  ................................................         (2,915)          (2,935)            2,200
                                                                                     ----------         --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures  ..........................................................         (7,267)          (5,134)          (18,796)
                                                                                     ----------         --------         ---------

     NET CASH USED FOR INVESTING ACTIVITIES  ...................................         (7,267)          (5,134)          (18,796)
                                                                                     ----------         --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings  ............................................         20,000          -                   -
Payments on long-term debt  ....................................................        (32,731)         (15,000)            -
Payments of capitalized interest on 12% Notes  .................................           (338)          -                    -
                                                                                     ----------         ---------        ---------

     NET CASH USED FOR FINANCING ACTIVITIES  ...................................        (13,069)         (15,000)            -
                                                                                     ----------         --------         ---------

     NET INCREASE IN CASH AND  CASH EQUIVALENTS  ...............................          7,236           18,742             9,324
     CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  ..........................         12,225           19,461            38,203
                                                                                     ----------         --------         ---------

     CASH AND CASH EQUIVALENTS - END OF PERIOD  ................................     $   19,461         $ 38,203         $  47,527
                                                                                     ==========         ========         =========


SUPPLEMENTAL CASH FLOW DATA Cash payments made for:
     Interest ..................................................................     $    1,936         $    882         $    114
                                                                                     ==========         ========         =========

     Income taxes  .............................................................     $     -            $      -         $   1,993
                                                                                     ==========         ========         =========



                                          See Notes to Consolidated Financial Statements

</TABLE>


                                       17
<PAGE>



<TABLE>

                           ROBERTSON-CECO CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (In thousands)
<CAPTION>





                                                                                                                  Accumulated
                                                                                     Retained                        Other
                                                    Common         Capital          Earnings        Deferred      Comprehensive
                                                    Stock         Surplus          (Deficit)       Compensation      Income

<S>                                               <C>           <C>               <C>              <C>             <C>
BALANCE DECEMBER 31, 1996                         $     161     $   178,256       $   (151,527)    $    (195)      $   (451)
Net income ....................................                                         23,354
Amortization of deferred compensation..........                                                           35
Foreign currency translation adjustments ......                                                                         113
                                                  ---------     -----------       ------------     ---------       --------

BALANCE DECEMBER 31, 1997                               161         178,256           (128,173)         (160)          (338)
Net income ....................................                                         22,519
Issuances (forfeitures) under employee
  plans, net...................................                        (23)                               23
Amortization of deferred compensation .........                                                           32
Foreign currency translation adjustments ......                                                                        (325)
                                                  ---------     -----------       ------------     ---------       --------


BALANCE DECEMBER 31, 1998                               161         178,233           (105,654)         (105)          (663)
Net income   ..................................                                         31,743
Amortization of deferred compensation..........                                                           31
Foreign currency translation adjustments ......                                                                         714
                                                  ---------     -----------       ------------     ---------       --------

BALANCE DECEMBER 31, 1999                         $     161     $   178,233       $    (73,911)    $     (74)      $     51
                                                  =========     ===========       ============     =========       ========
















                                               See Notes to Consolidated Financial Statements.


</TABLE>



                                       18
<PAGE>




                           ROBERTSON-CECO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1997, 1998 AND 1999


1.     NATURE OF BUSINESS

       Robertson-Ceco  Corporation  (the  "Company"),  owns and  operates  three
custom-engineered  metal  building  operations:   Ceco  Building  Systems,  Star
Building Systems,  and H. H. Robertson Building Systems (Canada).  The Company's
custom-engineered metal buildings are manufactured at plants in California, Iowa
(two separate plant locations),  Mississippi,  North Carolina,  Tennessee (as of
March 2000) and  Ontario,  Canada.  The  buildings  are sold  primarily  through
builder  networks  located  throughout  the  United  States  and  Canada  in the
industrial  and  commercial  building  market.  The buildings are erected by the
builder network  supplemented by subcontractors  and, in certain cases,  Company
erection crews.


2.     SUMMARY OF ACCOUNTING POLICIES

       Basis of Presentation
       ---------------------

       The Consolidated Financial Statements include the accounts of the Company
and  all  subsidiaries.   Intercompany   balances  and  transactions  have  been
eliminated.  Certain  previously  reported  amounts  have been  reclassified  to
conform to the 1999 presentation.

       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,
disclosure  of contingent  assets and  liabilities  and the reported  amounts of
revenues and expenses  during the reporting  period.  Actual  results may differ
from these estimates.

       Comprehensive Income
       --------------------

       Statement  of  Financial   Accounting   Standards   No.  130,   Reporting
Comprehensive  Income  ("SFAS No.  130") was  issued in June 1997 with  adoption
required  for fiscal years  beginning  after  December  31,  1997.  SFAS No. 130
requires the presentation of an additional income measure (termed  comprehensive
income),  which adjusts  traditional  net income for certain items  reflected as
direct charges to equity. Other comprehensive income for the Company consists of
foreign currency adjustments of $0.7 million in 1999.

       Foreign Currency Translation
       ----------------------------

       Asset and liability accounts of foreign  subsidiaries are translated into
U.S.  dollars  at  current  exchange  rates.  Income and  expense  accounts  are
translated at average  rates.  Any  unrealized  gains or losses arising from the
translation  are  charged  or  credited  to  the  foreign  currency  translation
adjustments account included in stockholders' equity. Foreign currency gains and
losses resulting from transactions are not material.




                                       19
<PAGE>




       Inventories
       -----------

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

       Property, Plant and Equipment
       -----------------------------

       Property, plant and equipment is stated at cost. Depreciation is computed
for financial  statement purposes by applying the straight-line  method over the
estimated lives of the property.  For income tax purposes,  assets are generally
depreciated using accelerated methods.

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


       Land improvements  .....................................    10-25 years
       Buildings and building equipment  ......................    25-33 years
       Machinery and equipment  ...............................     3-16 years

       Income Taxes
       ------------

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

       Revenue
       -------

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

       Insurance Liabilities
       ---------------------

       The Company is self-insured in the U.S. for certain  coverages subject to
specific   retention  levels.   Insurance   liabilities   consist  of  estimated
liabilities incurred but not yet paid.

       Excess of Cost Over Net Assets of Acquired Businesses
       -----------------------------------------------------

       The excess of cost over the net assets of acquired  businesses relates to
the Company's  acquisitions of its Ceco and Star metal buildings business.  Such
costs are being  amortized on a  straight-line  basis over a period of 40 years.
Management  periodically  reviews the carrying value to determine  whether facts
and circumstances exist which would indicate that the assets are impaired.

       Cash and Cash Equivalents
       -------------------------

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




                                       20
<PAGE>




       Earnings per Common Share
       -------------------------

       Basic  earnings  per share is based on the weighted  average  outstanding
shares of the Company's  common stock.  Diluted  earnings per share includes the
dilutive  effect  of  outstanding   restricted   stock  if  the  effect  is  not
anti-dilutive.


3.     GAIN ON DISCONTINUED OPERATIONS

       During  the  third  quarter  of  1999,  the  Company  recorded  a gain on
discontinued  operations in the amount of $12.3  million  before income taxes of
$3.3 million.  Included in the gain is a cash recovery  related to the Company's
Canadian  defined  benefit  pension plan. The plan was terminated and the excess
pension assets were distributed to the Company and the participants.  During the
same  quarter the Company  reached an  agreement  with one of its  environmental
insurance carriers related to environmental liabilities which arose from certain
activities of the former H.H.  Robertson  Company.  Included in the gain is that
portion  of the  settlement  related  to  various  past  expenditures  for those
environmental liabilities.  The remaining portion of the settlement was added to
the  Company's  environmental  reserves  to cover costs yet to be  incurred.  By
agreement,  the terms of the  settlement  are  confidential.  Also,  the Company
reevaluated  various  reserves  for  warranty,  worker's  compensation,  general
liability and other contingencies related to sold or discontinued businesses and
adjusted  the  reserves  downward  to  more  accurately  reflect  the  Company's
continuing exposure for these matters.

4.     CASH AND RELATED MATTERS

       Cash and cash equivalents consisted of the following:

                                                                 December 31
                                                          ---------------------
                                                              1998         1999
                                                          ----------     -------
                                                                   (thousands)

       Cash   .......................................     $      -     $     -
       Time deposits  ...............................        38,203       47,527
                                                          ---------   ----------
                                                          $  38,203    $  47,527
                                                          ========     =========

5.     ACCOUNTS RECEIVABLE

       The Company  grants credit to its customers,  substantially  all of which
are involved in the construction industry. Accounts receivable included unbilled
retainages  of $0.5  million and $0.8  million,  at December  31, 1998 and 1999,
respectively. There were no retainages due beyond one year at December 31, 1999.


6.     INVENTORIES

       Inventories consisted of the following:

                                                              December 31
                                                       -----------------------
                                                         1998         1999
                                                       -------      --------
                                                             (thousands)

       Work in process  ............................  $  4,121       $  5,526
       Materials and supplies  .....................     7,397         14,205
                                                     ---------       --------
                                                       $11,518        $19,731

       At December 31, 1998 and 1999,  all  inventories  were valued on the LIFO
method.  The FIFO value of these  inventories  was  approximately  $0.1  million
greater and $0.9  million  less than their LIFO value at  December  31, 1998 and
1999, respectively.



                                       21
<PAGE>

7.     OTHER LIABILITIES

<TABLE>

                                                                                    December 31
                                                                              ---------------------
                                                                                 1998         1999
                                                                              --------      ------
                                                                                   (thousands)
       <S>                                                                  <C>             <C>
       Other accrued liabilities consisted of the following:

       Reserves related to sold or discontinued businesses -
         Insurance liabilities.........................................    $      928      $      760
         Environmental   ..............................................         1,750           1,750
         Warranty claim settlement   ..................................         1,000           1,000
         Other  .......................................................           845             447
                                                                           ----------     -----------
                                                                                4,523           3,957
                                                                           ----------      ----------

       Warranty and backcharges    ....................................         2,607           2,299
       Deferred revenue................................................           500             308
       Other  .........................................................         6,526           6,132
                                                                           ----------      ----------
                                                                             $ 14,156        $ 12,696
                                                                             ========        ========

                                                                                     December 31
                                                                              ---------------------
                                                                                 1998         1999
                                                                              --------      ------
                                                                                   (thousands)
       Long-term liabilities consisted of the following:

       Reserves related to sold or discontinued businesses -
         Insurance liabilities.........................................    $    6,225       $   3,908
         Environmental   ..............................................         3,572           3,625
         Warranty claim settlement   ..................................         2,000           1,000
         Dispositions..................................................         3,973           2,151
        Other  ........................................................         4,915           2,460
                                                                          -----------      ----------
                                                                               20,685          13,144
                                                                           ----------       ---------

       Warranty and backcharges    ....................................         2,399           2,293
       Other  .........................................................        15,472          25,574
                                                                           ----------       ---------
                                                                            $  38,556        $ 41,011
                                                                            =========        ========
       See Note 12 regarding contingencies.


</TABLE>

8.     DEBT

       On  December  31,  1996,  the  Company  entered  into a credit  agreement
("Credit  Agreement")  with a group of  banks.  Under  the  terms of the  Credit
Agreement,  the lenders agreed to provide a term loan of up to $20 million,  due
June 30,  2001,  which was paid in full in  September  1998.  At that date,  the
Company also reduced the amount  available under the revolving credit and letter
of credit facility from $25 million to $15 million  maturing  December 31, 2001.
Up to $12  million  of the  revolving  credit  facility  can be used to  support
outstanding letters of credit.  Interest on the loans under the Credit Agreement
is based on the prime or the Eurodollar  rate plus a factor which depends on the
Company's ratio of debt to earnings  before taxes,  interest,  depreciation  and
amortization.  In  addition,  the Company  pays a  commitment  fee on the unused
amounts of the credit facility. Availability under the revolving credit facility
is based on eligible accounts receivable and inventory. As of December 31, 1999,
the borrowing  base was  approximately  $28.5 million.  As collateral  under the
Credit Agreement, the Company has granted the lenders a security interest in all
of the assets of the Company and its Restricted  Subsidiaries,  as defined.  The
Credit  Agreement  contains certain  financial  covenants  restricting  dividend
payments,  repurchase  of stock and issuance of additional  debt,  amongst other
matters.  Under the terms of the  Company's  debt  agreement,  $50.7 million was
available for dividends or repurchase of stock at December 31, 1999. The Company
is in compliance with the provisions of the Credit Agreement.



                                       22
<PAGE>




       On January 15, 1997, the amounts  outstanding on the Senior  Subordinated
Notes  and  Subordinated   Debentures  were  redeemed  utilizing  proceeds  from
borrowing  under the term loan in the Credit  Agreement plus available  cash. In
connection with the redemption of the Notes and Debentures, the Company recorded
a gain of $4.6 million, net of taxes of $2.9 million.

       At  December  31,  1999,  the  Company had  outstanding  performance  and
financial bonds of $3.8 million,  which generally  provide a guarantee as to the
Company's performance under contracts and other commitments.  As of December 31,
1999,  the  Company  had  outstanding  letters  of credit of $4.7  million  used
principally to support insurance and bonding programs.  The outstanding  letters
of credit were reduced to $2.7 million subsequent to year end.

9.     RENTAL AND LEASE INFORMATION

       The Company  leases  certain  facilities  and equipment  under  operating
leases. Total rental expense was $721,000,  $695,000 and $717,000 for 1997, 1998
and 1999, respectively.

       Future  estimated  minimum rental  commitments  under operating leases at
December 31, 1999 are as follows (thousands):

       2000   .....................................        $     1,880
       2001   .....................................              1,833
       2002   .....................................              1,749
       2003   .....................................              1,910
       2004   .....................................              1,606
       2005 and after..............................              1,602
                                                           -----------
                                                           $    10,580
                                                           ===========


       In  December  1999,  the  Company  entered  into a  lease  agreement  for
substantially  all of the  equipment  for its new  Tennessee  plant.  The  lease
commitment provides for a maximum spending of $14.0 million and has a lease term
of six years.  The Company  expects to spend $13.2  million for such  equipment.
Included in the table above are the  estimated  rent  payments for  equipment in
place at December 31, 1999 under this lease.


10.    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company  enters into various  types of financial  instruments  in the
normal course of business.  The estimated  fair value of amounts are  determined
based on available  market  information  and, in certain  cases,  on assumptions
concerning  the amount and timing of  estimated  future cash flows and  discount
rates reflecting varying degrees of perceived risk. Accordingly, the fair values
may not represent  actual values of the  financial  instruments  that could have
been realized as of year end or that will be realized in the future.  Fair value
for cash and cash equivalents  approximates  carrying value at December 31, 1999
due to the relatively short maturity of these financial instruments.



                                       23
<PAGE>




11.    TAXES ON INCOME

<TABLE>


                                                                            Year Ended December 31
                                                                ----------------------------------
                                                                       1997         1998             1999
                                                                  ------------  -----------       -------
                                                                                  (thousands)
       <S>                                                        <C>             <C>              <C>
       Income from continuing operations before
         provision for income taxes:
           Domestic  ...............................              $   27,733      $   34,496       $  35,893
           Foreign  ................................                   2,253           1,670           1,231
                                                                  ----------      ----------       ---------
                                                                  $   29,986      $   36,166       $  37,124
                                                                  ==========      ==========       =========
       Provision for income taxes:
       Current taxes:
         Federal  ..................................              $   -           $   -            $  -
         State......................................                  -                  398           2,019
         Foreign  ..................................                  -               -                    -
                                                                  ----------      ----------       ---------
                                                                      -                  398           2,019
                                                                  ----------      ----------       ---------
       Deferred Taxes:
         Federal  ..................................                   9,472          11,513          12,183
         State......................................                   1,728           1,736             172
         Foreign  ..................................                 -                -                    -
                                                                  ----------      ----------       ---------
                                                                      11,200          13,249          12,355
                                                                  ----------      ----------       ---------
       Total provision for income taxes  ...........              $   11,200       $  13,647       $  14,374
                                                                  ==========       =========       =========

</TABLE>

       A  reconciliation  between taxes computed at the U.S.  statutory  Federal
income tax rate and the provision for income taxes reported in the  Consolidated
Statements of Income follows:

<TABLE>

                                                                              Year Ended December 31
                                                                  ----------------------------------
                                                                       1997          1998            1999
                                                                  -----------     ----------      -------
                                                                                           (thousands)

       <S>                                                        <C>             <C>              <C>
       Tax provision at U.S. statutory rate.................      $   10,495      $   12,658       $  12,993
       Net operating loss benefit...........................            (788)           (585)           (431)
       Research and development tax credit carryforward.....          -                 (183)           -
       State taxes .........................................           1,123           1,387           1,383
       Other non-deductible expenses  ......................             370             370             429
                                                                  ----------      ------------    -----------
       Provision for income taxes  .........................      $   11,200      $   13,647       $  14,374
                                                                  ==========      ============    ===========

</TABLE>




                                       24
<PAGE>



The  following is a summary of the  significant  components of the Company's net
deferred tax asset at December 31, 1998 and 1999:

<TABLE>

                                                                                    1998               1999
                                                                                 --------           ---------
                                                                                          (thousands)
         <S>                                                                    <C>               <C>
         Deferred tax assets:
           Insurance liabilities..............................................  $      4,724      $   3,532
           Pension liabilities................................................           379             -
           Warranties and backcharges ........................................         2,491          2,290
           Other expenses not currently deductible ...........................         8,380          6,292
           Operating loss carryforwards  .....................................         2,936            559
           Limited operating loss carryforwards ..............................        11,350            787
           Tax credit carryforwards...........................................        -               1,861
                                                                                   ---------      ---------
         Total tax assets ....................................................        30,260         15,321
                                                                                   ---------      ---------

         Deferred tax liabilities:
           Accelerated depreciation  .........................................        (3,997)        (4,089)
           LIFO inventory  ...................................................        (1,833)        (1,689)
           Prepaid pension....................................................        -                (251)
                                                                                   ----------     ---------

         Total tax liabilities................................................        (5,830)       (6,029)
                                                                                   ----------     ---------

         Deferred tax asset valuation allowance ..............................       (12,667)         ( 559)
                                                                                   ---------      ---------

         Net deferred tax asset...............................................  $     11,763      $   8,733
                                                                                  ==========      ==========

</TABLE>

         Management  believes  that  the  Company  will be able to  realize  the
remaining  unreserved portion of its deferred tax asset through future earnings.
Management  will  continue to evaluate the level of its  deferred tax  valuation
allowance  at each  balance  sheet  date and  adjust  the  valuation  reserve as
warranted by changes in the Company's  expected  future  profitability  or other
events.  Deferred tax asset and valuation  allowance  amounts for 1998 have been
adjusted to reflect facts that became available in 1999 related to the Company's
limited loss carryforwards.

         At December  31,  1999,  the Company had U.S.  tax net  operating  loss
carryforwards of approximately $98 million.  Use of the loss is limited due to a
"Change in Ownership,"  as defined in Section 382 of the Internal  Revenue Code.
The  Company's  ability to utilize such  carryforward  may be  restricted  to an
aggregate potential availability of $2.3 million.

         At December 31, 1999, the Company had a net operating loss carryforward
at its Canadian  subsidiary of approximately $1.6 million which expires in 2000.
A valuation  allowance  has been  recorded for the entire amount of the deferred
tax assets  attributable  to the Canadian net operating  loss and other Canadian
temporary differences.


12.      COMMITMENTS AND CONTINGENCIES

         There are various  proceedings pending against or involving the Company
which are ordinary or routine  given the nature of the Company's  business.  The
Company has recorded a liability related to litigation where it is both probable
that a loss has  been  incurred  and the  amount  of the loss can be  reasonably
estimated.

         The Company continues to be liable for obligations associated with sold
or  discontinued  businesses  prior  to  their  sale  or  disposition  including
liabilities  arising from Company  self-insurance  programs,  unfunded pensions,
warranty  and  rectification   claims,   environmental   clean-up  matters,  and
unresolved litigation. Management has made estimates as to the amount and timing
of the  payment of such  liabilities  which are  reflected  in the  accompanying
Consolidated Financial Statements.  Given the subjective nature of many of these
liabilities, their ultimate outcome cannot be predicted with certainty. However,
based  upon  currently  available  information,  management  does not expect the
ultimate  resolution of such matters will have a material  adverse effect on the
Consolidated Financial Statements.



                                       25
<PAGE>




         The Company has been identified as a potentially  responsible  party by
various state and Federal authorities for clean-up and monitoring costs at waste
disposal sites related to discontinued operations. Due to various factors, it is
difficult to estimate future environmental related expenditures. The Company has
engaged  third parties to perform  feasibility  studies and assist in estimating
the cost of investigation and remediation. At December 31, 1999, the Company had
recorded reserves of approximately $5.4 million,  representing the best estimate
of management and the third parties of future costs to be incurred. The majority
of these  expenditures  are  expected  to be  incurred  in the next five  years.
Although  unexpected events could have an impact on these estimates,  management
does not believe ultimate  expenditures for these matters will materially exceed
the amounts accrued.

         With respect to the environmental clean-up matters, the Company claimed
coverage under its insurance policies for past and future clean-up costs related
to certain  sites for which the Company  believed it was entitled to defense and
indemnification  under  the  policies.  The  insurer  refused  to  admit or deny
coverage. As a result, the Company filed a complaint against the insurer seeking
to recover the past and future clean-up costs. During the third quarter of 1999,
the Company reached a settlement with its insurance carrier.  (See Note 3 to the
Consolidated Financial Statements herein.)


13.      LONG-TERM INCENTIVE PLAN

         The Company's  Long-Term  Incentive Plan, (the  "Incentive  Plan"),  as
amended and restated,  provides for the grant of both cash-based and stock-based
awards to eligible  employees of, and persons or entities providing services to,
the Company and its  subsidiaries  and provides for  one-time,  automatic  stock
awards to  non-employee  members of the Board of Directors.  Under the Incentive
Plan,  the  Company  may  provide  awards  in the form of stock  options,  stock
appreciation  rights,  restricted  shares,  performance  awards, and other stock
based  awards.  Currently  up to  1,400,000  shares of common stock are issuable
under the Incentive Plan,  subject to appropriate  adjustment in certain events.
Shares  issued  pursuant to the Incentive  Plan may be  authorized  and unissued
shares or shares held in  treasury.  Awards may be granted  under the  Incentive
Plan through March 19, 2001, unless the plan is terminated  earlier by action of
the Board of Directors.  At December 31, 1999, there were 1,080,000 shares under
the Long-Term Incentive Plan available for grant.

         During 1998, 15,000  restricted shares were forfeited.  At December 31,
1999, 31,000 unvested restricted shares were outstanding.

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


14.      RETIREMENT BENEFITS

         Defined Benefit Plan
         --------------------

         The Company amended its U.S.  defined  benefit pension plan,  effective
January 1, 1995,  so that  active  salaried  employees  ceased to accrue  future
benefits after that date.  Additionally,  effective  April 1, 1996, the plan was
further amended so that certain U.S.  active hourly  employees who were not part
of a collective  bargaining  agreement  ceased to accrue  future plan  benefits.
Benefits which are provided under the Company's defined benefit pension plan are
primarily based on years of service and the employee's compensation. Plan assets
of the  Company's  defined  benefit  plan are  invested  in broadly  diversified
portfolios of government  obligations,  mutual  funds,  stocks,  bonds and fixed
income securities.

         Currently,  the  Company's  funding  policy is to make  payments to its
defined  benefit plan as required by minimum  funding  standards of the Internal
Revenue Code.




                                       26
<PAGE>


         Net pension income of the defined benefit pension plan was:


<TABLE>

                                                                             Year Ended December 31
                                                                 ----------------------------------
                                                                   1997           1998             1999
                                                                 --------         -----         -------
                                                                                      (thousands)

<S>                                                           <C>          <C>            <C>
Service cost-benefits earned during the year  ..............  $       26   $     -        $      -
Interest cost on projected benefit obligation  .............       3,724          3,613           3,678
Expected return on assets ..................................      (4,429)        (4,393)         (4,372)
Net amortization and deferral  .............................          47             47              47
                                                              ----------    -----------    ------------
Net pension income .........................................   $    (632)     $    (733)     $     (647)
                                                               ==========     =========      ==========

</TABLE>

         The following table reconciles the Company's benefit obligation for the
defined  benefit  pension plan from the  beginning of the year to the end of the
year:

                                                          1998           1999
                                                        -------         ------
                                                               (thousands)

Benefit obligation at beginning of year ..........      $ 51,328       $ 50,440
Interest cost ....................................         3,613
                                                                          3,678
Actuarial loss ...................................         2,166          1,077
Benefits paid ....................................        (6,667)        (5,298)
                                                        --------       --------
Benefit obligation at end of year ................      $ 50,440       $ 49,897
                                                        ========       ========


         The  following  table  reconciles  the  change  in plan  assets  of the
Company's defined benefit pension plan from the beginning of the year to the end
of the year:

                                                           1998          1999
                                                         -------        ------
                                                                 (thousands)

Fair value of assets at beginning of year ........      $ 51,274       $ 51,091
Actual  return on plan assets ....................         6,484          5,137
Benefits paid ....................................        (6,667)        (5,298)
                                                        --------       --------
Fair value of assets at end of year ..............      $ 51,091       $ 50,930
                                                        ========       ========


         The  following  table  sets forth the funded  status and  statement  of
financial position of the Company's defined benefit pension plan:

                                                           1998           1999
                                                         -------         ------
                                                               (thousands)

Fair value of assets at end of year ............       $ 51,091        $ 50,930
Benefit obligation at end of year ..............         50,440          49,897
                                                       --------        --------
Funded status ..................................            651           1,033
Unrecognized actuarial gain ....................           (536)           (224)
Unrecognized prior service cost ................            105              75
Unrecognized net obligation ....................             68              51
                                                       --------        --------
Net prepaid benefit cost .......................       $    288        $    935
                                                       ========        ========



                                       27
<PAGE>





         Actuarial  assumptions  used for the Company's  defined benefit pension
plan were as follows:

<TABLE>

                                                                   Year Ended December 31
                                                            ----------------------------------
                                                              1997         1998           1999
                                                            --------      ------       -------
                                                                        (thousands)

       <S>                                                    <C>           <C>           <C>
       Assumed discount rate  ...........................     7.25%         7.0%          7.75%
       Expected rate of return on plan assets  ..........      9.0%         9.0%           9.0%

</TABLE>

       Defined Contribution Plan
       -------------------------


       Certain  U.S.  salaried  and  hourly  employees,  who are  not  part of a
collective  bargaining  agreement,  are covered by a defined  contribution  plan
which provides for  contributions  based primarily on compensation  levels.  The
Company funds its contributions to the defined contribution plan currently. Plan
assets of the  defined  contribution  plan are  invested  in a variety  of fixed
income and equity funds.  Expense related to the Company's defined  contribution
plan was:

                                                  Year Ended December 31
                                           -----------------------------------
                                              1997        1998          1999
                                           ---------     ------      -------
                                                        (thousands)

                                           $ 1,067      $  1,134      $  1,301
                                           =======      ========      ========


       Postretirement Medical and Life Insurance Plans
       -----------------------------------------------

       The Company sponsors postretirement medical and life insurance plans that
cover a closed  group of eligible  retirees  and their  dependents.  None of the
plans are funded, nor do they have any plan assets.

       The  following  table sets forth the funded  status  reconciled  with the
amount recognized in the Company's Consolidated Balance Sheets:

<TABLE>

                                                                                           December 31
                                                                                      ----------------------
                                                                                          1998           1999
                                                                                      -----------      ------
                                                                                              (thousands)

<S>                                                                                   <C>               <C>
Accumulated Postretirement Benefit Obligation ("APBO"):
       Retired employees  ....................................................        $   1,231         $    415
                                                                                      =========         ========

       Unfunded accumulated benefit obligation in
         excess of plan assets  ..............................................        $  (1,231)        $   (415)
       Unrecognized gain  ....................................................           (3,830)          (3,395)
       Unrecognized transition obligation  ...................................            4,389              3,657
                                                                                      ---------         ----------

       Accrued postretirement benefit cost   .................................        $    (672)        $     (153)
                                                                                      =========         ==========

       Weighted average discount rate used in determination of APBO  .........             7.0%            7.75%
                                                                                      =========         ========

</TABLE>



                                       28
<PAGE>



       The following  table  reconciles  the Company's  benefit  obligation  for
postretirement  medical and life insurance  plans from the beginning of the year
to the end of the year:

<TABLE>

                                                                                        1998             1999
                                                                                      -------        --------
                                                                                            (thousands)

         <S>                                                                           <C>              <C>
         Benefit obligation at beginning of year  ........................             $  1,704         $  1,231
         Interest cost ...................................................                  102               47
         Actuarial gain  .................................................                -                  209
         Benefits paid....................................................                 (575)            (406)
         Settlement.......................................................                -                 (666)
                                                                                       --------         --------
         Benefit obligation at end of year ...............................             $  1,231         $    415
                                                                                       ========         ========

</TABLE>

       Net periodic postretirement benefit cost for 1997, 1998 and 1999 included
the following components:

<TABLE>

                                                                                     Year Ended December 31
                                                                                --------------------------------
                                                                                  1997       1998        1999
                                                                                --------     -----    -------
                                                                                           (thousands)

         <S>                                                                     <C>          <C>         <C>
         Interest cost   .................................................      $   133      $  102      $    47
         Amortization of net obligation   ................................          776         813          732
         Recognized actuarial gain   .....................................         (330)       (333)        (226)
                                                                                --------     --------    -------
         Postretirement benefit cost......................................      $   579      $  582      $   553
                                                                                ========     ======      =======

         Weighted average discount rate used in
           determination of APBO  ........................................        7.25%         7.0%       7.75%
                                                                                =======     ========     =======

</TABLE>


       The medical trend rate assumption has an immaterial impact on results.


15.    RELATED PARTY TRANSACTIONS

       The Company paid $240,000  during each of the years ended 1997,  1998 and
1999, to an  affiliated  company of the Company's  Chief  Executive  Officer for
manufacturing and certain other consulting services.


16.      BUYOUT PROPOSAL

       On  December  8, 1999,  the  Company  received a proposal  from The Heico
Companies,  L.L.C.  ("Heico")  for  the  acquisition  by  Heico  of  all  of the
outstanding common stock not now owned by Heico or any of its affiliates.  Heico
and its  affiliates  currently own  11,156,363  shares of Company  common stock,
69.3% of all outstanding common shares.

       The Board of Directors of the Company  appointed an independent  director
as a special  committee  to  consider  and  respond to the Heico  proposal.  The
special committee engaged an independent financial advisor and independent legal
counsel to assist it in evaluating the Heico proposal.  Discussions between this
special committee and Heico are continuing.

       On December  9, 1999,  a class  action  lawsuit was filed in the Court of
Chancery of the State of Delaware  alleging,  inter  alia,  breach of  fiduciary
duties on the part of the  directors  of the  Company.  On December  10, 1999, a
similar  class action  lawsuit was filed in the  Superior  Court of the State of
California.  The Company  believes  these suits are without merit and intends to
vigorously defend against them.



                                       29
<PAGE>






17.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

       Quarterly  financial data is summarized as follows (in thousands,  except
per share data):

<TABLE>

                                                                  First         Second         Third         Fourth
                                                                  -----         ------         -----         ------

       <S>                                                     <C>           <C>             <C>           <C>
       1999 (a)
       Revenue  ..........................................     $  59,864     $  67,635       $ 78,169      $  80,140
       Cost of sales  ....................................        48,284        53,323         60,588         62,044
       Income from continuing operations  ................         3,728         5,473          6,752          6,797
       Gain on discontinued operations  ..................        -              -              8,993           -
       Net income  .......................................         3,728         5,473         15,745          6,797
       Income per share from continuing operations  ......     $     .23     $     .34       $    .42      $     .42
       Net income per common share  ......................     $     .23     $     .34       $    .98      $     .42
                                                               ===========   ==========      ===========   ==========




       1998
       Revenue  ..........................................     $  62,488     $  74,217       $ 78,281      $  79,816
       Cost of sales  ....................................        50,827        58,221         61,808         64,057
       Net income  .......................................         3,508         6,519          6,285          6,207
       Net income per common share  ......................     $     .22     $     .41       $    .39      $     .39
                                                               ===========   ==========      ===========   ==========




  (a) In  September  1999  the  Company  recorded  a net  gain  on  discontinued
  operations of $9.0 million,  or $.56 per share.  This gain represents  reserve
  adjustments  and other issues  related to  discontinued  operations  which are
  nonrecurring.
  (See Note 3 to the Consolidated Financial Statement herein.)

</TABLE>


                                       30


<PAGE>




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Board of Directors of Robertson-Ceco Corporation:


We have audited the accompanying  consolidated  balance sheets of Robertson-Ceco
Corporation,  a Delaware  Corporation,  and subsidiaries as of December 31, 1999
and 1998,  and the  related  consolidated  statements  of income,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Robertson-Ceco  Corporation and
subsidiaries  as of  December  31,  1999  and  1998,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supporting  schedules are the responsibility of
the Company's  management  and are presented for purposes of complying  with the
Securities  and Exchange  Commissions  rules and are not a required  part of the
basic financial statements.  These schedules have been subjected to the auditing
procedures  applied in our audit of the basic  financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.



Arthur Andersen LLP
San Francisco, California
February 4, 2000




                                       31
<PAGE>





ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              ---------------------------------------------------------------

              FINANCIAL DISCLOSURE
              --------------------


              None.





                                       32
<PAGE>



                                    PART III


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


(a)  Information  concerning  the  Registrant's  directors  is  incorporated  by
reference to the section  entitled  "Election of Directors" in the  registrant's
definitive  proxy statement for the Annual Meeting of Stockholders to be held on
May 16, 2000, to be filed pursuant to Regulation 14A.

(b) Information  concerning executive officers of the Registrant is set forth in
Item 4.1 of Part I page 6 of this Report under the heading  "EXECUTIVE  OFFICERS
OF THE REGISTRANT".


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


     Information concerning executive compensation, other than the report of the
compensation  committee and the performance  graph, is incorporated by reference
to the section entitled "Executive  Compensation" in the registrant's definitive
proxy  statement for the Annual  Meeting of  Stockholders  to be held on May 16,
2000, to be filed pursuant to Regulation 14A.


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


     Information  concerning security ownership of certain beneficial owners and
management  is  incorporated  by  reference  to the section  entitled  "Security
Ownership" in the registrant's definitive proxy statement for the Annual Meeting
of  Stockholders  to be held on May 16, 2000, to be filed pursuant to Regulation
14A.


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


     Information  concerning certain  relationships and related  transactions is
incorporated by reference to the section  entitled  "Certain  Relationships  and
Related  Transactions"  in the  registrant's  definitive proxy statement for the
Annual Meeting of  Stockholders to be held on May 16, 2000, to be filed pursuant
to Regulation 14A.



                                       33
<PAGE>



                                     PART IV

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


                                                                        PAGE NO.

The following documents are filed as part of this Report:

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

              Consolidated Statements of Income for the three
              years ended December 31, 1999.                                  14

              Consolidated Balance Sheets at December 31, 1998 and
              1999.                                                           15

              Consolidated Statements of Cash Flows for the three
              years ended December 31, 1999.                                  17

              Consolidated Statements of Stockholders' Equity
              for the three years ended December 31, 1999.                    18

              Notes to Consolidated Financial Statements, including
              Selected Quarterly Financial Data as required by Item
              302 of Regulation S-K.                                          19

              Report of Independent Public Accountants                        31

(a)2.         Financial Statement Schedules for the Three Years
              Ended December 31, 1999.

              SCHEDULE II - Valuation and Qualifying Accounts
              All other schedules are omitted because they are not
              applicable or not required.                                     36

 (a)3.        List of Exhibits.
              Exhibits filed or incorporated by reference in
              connection with this Report are listed
              in the Exhibit Index starting on page 38.

(b)           Reports on Form 8-K
              There were no reports on Form 8-K filed during the
              twelve months ended December 31, 1999.



                                       34
<PAGE>





                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the city of San
Ramon, California, on this 29th day of March 2000.

                                              ROBERTSON-CECO CORPORATION

                                              By     /s/ Patrick G. McNulty
                                                     ---------------------------
                                                     Patrick G. McNulty
                                                     Corporate Controller


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed by the following  persons in the capacities and as of the
29th day of March  2000.  Each  person  whose  signature  appears  below  hereby
authorizes  each of Andrew G. C. Sage,  II, Elmer A.  Roskovensky  and Ronald D.
Stevens and appoints each of them singly his or her attorney-in-fact,  each with
full power of substitution,  to execute in his name, place and stead, in any and
all  capacities,  any or all further  amendments  to this Report and to file the
same, with exhibits thereto, and other documents in connection  therewith,  with
the  Securities  and Exchange  Commission,  making such further  changes in this
Report as the Company deems appropriate.

SIGNATURE


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


/s/ Elmer A. Roskovensky                        /s/ Ronald D. Stevens
-----------------------------                   --------------------------------
Elmer A. Roskovensky                            Ronald D. Stevens
President and Chief Operating Officer           Executive Vice President, Chief
 and Director                                   Financial Officer and Secretary


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


/s/ Gregg C. Sage                               /s/ Stanley H. Meadows
-----------------------------                   --------------------------------
Gregg C. Sage                                  Stanley H. Meadows
Director                                        Director


/s/ Patrick G. McNulty                          /s/ Michael E. Heisley, Jr.
-----------------------------                   --------------------------------
Patrick G. McNulty                              Michael E. Heisley, Jr.
Corporate Controller                            Director






                                       35
<PAGE>


<TABLE>

                              ROBERTSON-CECO CORPORATION                                                SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                                   (Thousands)
<CAPTION>

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

        COLUMN A                        COLUMN B                 COLUMN C                   COLUMN D        COLUMN E
------------------------------------------------------------------------------------------------------------------------


                                         BALANCE                ADDITIONS                                     BALANCE
                                            AT          CHARGED TO        CHARGED TO                            AT
                                        BEGINNING        COSTS AND          OTHER                             END OF
     DESCRIPTION                        OF PERIOD        EXPENSES          ACCOUNTS          DEDUCTIONS       PERIOD
------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>                <C>             <C>              <C>               <C>
YEAR ENDED DECEMBER 31, 1999:
 Deducted from Asset Accounts:
   Allowance for
     Doubtful Accounts...............    $   1,795          $   384         $ -              $      269 (a)    $   1,910
                                        =========          ========        ========          =========        =========

Not Deducted from Asset Accounts:....                                                             1,000 (b)
   Reserves for Discontinued                                                                      1,000 (c)
     Operations (e)(g)  .............    $   4,254          $-              $ -               $     254 (d)    $   2,000
                                         =========          ========        ========          =========        =========

                                                                                                 (1,639)(d)
   Insurance liabilities - current  .    $   3,251          $ 7,238         $ -               $   9,271 (b)    $   2,857
                                         =========          =======         ========          =========        =========

                                                                                                  1,000 (c)
   Insurance liabilities - long-term     $   9,592          $-              $ -               $   1,639 (d)    $   6,953
                                         =========          =======         ========          =========        =========

                                                                                                 (2,493) (d)
   Other-current (f).................    $   4,870          $ 2,472         $ -               $   5,196 (b)    $   4,639
                                         =========          =======         ========          =========        =========

                                                                                                 (1,350)(c)
   Other-noncurrent (g)  ............    $   8,445          $-              $ -               $   1,610 (d)    $   8,185
                                         =========          =======         ========          =========        =========

YEAR ENDED DECEMBER 31, 1998:
 Deducted from Asset Accounts:
   Allowance for
      Doubtful Accounts  ............    $   1,690          $   220         $ -               $     115 (a)    $   1,795
                                         ==========         =======         ========          =========        =========

Not Deducted from Asset  Accounts:
   Reserves for Discontinued
    Operations (e)(g)                    $   5,272          $-              $ -               $   1,018 (b)    $   4,254
                                         ==========         =======         ========          =========        =========

                                                                                                  2,419 (d)
    Insurance liabilities  - current.    $   5,754          $ 7,808         $ -               $   7,892 (b)    $   3,251
                                         =========          =======         ========          =========        =========


   Insurance liabilities - long-term     $   7,331          $  (158)        $ -               $  (2,419)(d)     $  9,592
                                         =========          ========        ========           =========        =========

                                                                                                   (800)(d)
   Other-current (f) ................    $   5,602          $ 2,150         $ -               $   3,682 (b)    $   4,870
                                         =========          ========        ========          =========        =========

   Other-noncurrent (g) .............    $   9,245          $-              $ -               $     800 (d)    $   8,445
                                         =========          =======         ========          =========        =========



                                       36
<PAGE>








                              ROBERTSON-CECO CORPORATION                                                SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                                   (Thousands)
------------------------------------------------------------------------------------------------------------------------

        COLUMN A                        COLUMN B                 COLUMN C                   COLUMN D        COLUMN E
------------------------------------------------------------------------------------------------------------------------


                                         BALANCE                ADDITIONS                                     BALANCE
                                            AT          CHARGED TO        CHARGED TO                            AT
                                        BEGINNING        COSTS AND          OTHER                             END OF
     DESCRIPTION                        OF PERIOD        EXPENSES          ACCOUNTS          DEDUCTIONS       PERIOD
------------------------------------------------------------------------------------------------------------------------


<S>                                      <C>                <C>             <C>              <C>               <C>
YEAR ENDED DECEMBER 31, 1997:
 Deducted from Asset
  Accounts:
   Allowance for
     Doubtful Accounts  ............     $   1,881         $    450         $   -             $     641 (a)    $   1,690
                                         =========         ========         ==========        =========        =========

Not Deducted from Asset  Accounts:
   Reserves for Discontinued
     Operations (e)(g)..............     $   6,273         $ -              $   -             $   1,001 (b)    $   5,272
                                         =========         ========         ==========        =========        =========

                                                                                                 (1,225)(d)
   Insurance liabilities - current       $   6,094         $  6,525         $   -             $   8,090 (b)    $   5,754
                                         =========         ========         ==========        =========        =========

                                                                                                  1,225 (d)
   Insurance liabilities - long-term     $   8,349         $ -              $   -             $    (207)(b)    $   7,331
                                         =========         ========         ==========        =========        =========

                                                                                                 (1,328)(d)
   Other-current (f)................     $   5,473         $  1,881         $   -             $   3,080 (b)    $   5,602
                                         =========         ========         ==========        =========        =========

   Other-noncurrent (g) ............     $  10,573         $ -              $   -             $   1,328 (d)    $   9,245
                                         =========         ========         ==========        =========        =========




NOTES:

(a)      Accounts receivable written off as uncollectable.
(b)      Represents charges to the accounts for their intended purposes.
(c)      Reversed excess reserve to income.  (See Note 3).
(d)      Represents transfer of reserves.
(e)      Represents reserves for businesses sold/held for sale.
(f)      The reserves are included in the caption "Other Accrued Liabilities" in
         the Consolidated Balance Sheets.
(g)      Current   reserves   are  included  in  the  caption   "Other   Accrued
         Liabilities"  and  non-current  reserves  are  included  in the Caption
         "Long-Term Liabilities" in the Consolidated Balance Sheets.
(h)      The reserves  include  warranty and backcharge  reserves,  reserves for
         restructuring,  environmental  and job loss  reserves  included  in the
         caption "Other Accrued Liabilities" in the Consolidated Balance Sheets.
         See Notes to Consolidated Financial Statements.

</TABLE>


                                       37
<PAGE>



                                  Exhibit Index
Exhibit                                                               Sequential
No.                             Description                             Page No.

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

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

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

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

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

10.3          Registration Rights Agreement dated May 17, 1993 by
              and among the  Registrant  and Sage RHH referred to
              in Exhibit 4.2 above .............................................

10.4          Registration  Rights  Agreement  dated December 14,
              1993  by  and  among  the   Registrant   and  Heico
              Acquisitions, Inc. referred to in Exhibit 4.3 above  .............

10.7          Settlement  Agreement  dated  March 3,  1995 by and
              between  the  Registrant   and  Federal   Insurance
              Company  filed as  Exhibit  10.43  to  Registrant's
              Annual  Report  on Form  10-K  for the  year  ended
              December   31,   1994   (File  No.   1-10659)   and
              incorporated herein by reference thereto  ........................

10.9          Credit   agreement  dated  December  31,  1996  (as
              amended)  by and  between  the  Registrant  and the
              various financial  institutions and Bank of America
              as agent for the lenders as filed as Exhibit 2.1 to
              the  Registrants  Report  on Form 10-K for the year
              ended  December  31,  1997 (File No.  1-10659)  and
              incorporated herein by reference thereto  ........................

11            Statement re: Computation of Earnings Per Common Share  ........39

21            List of subsidiaries of Registrant  ............................41

23.1          Consent of Arthur Andersen LLP  ................................42

27            Financial Data Schedule


                                       38