Exhibit 99.1

                                  RISK FACTORS


Fluctuations in oil and natural gas prices could adversely  affect us because we
sell a significant portion of our products to the energy industry.

Our principal products consist of oil country tubular goods and line pipe. Sales
of these products to the energy industry  constitute the most significant source
of our revenues.  In fact,  revenues from the sale of oil country  tubular goods
and line pipe to the energy industry  accounted for approximately  80%, 80%, 73%
and 75% of our total  sales for the year  ended  December  31,  2000,  the three
months ended December 31, 1999 and the years ended  September 30, 1999 and 1998,
respectively. Demand for these products depends primarily upon the number of oil
and  natural gas wells being  drilled,  completed  and worked over in the United
States and Canada and the depth and  drilling  conditions  of these  wells.  The
level of these activities is primarily  dependent on current and anticipated oil
and natural gas prices. Many factors,  such as the supply and demand for oil and
natural gas,  general  economic  conditions  and global weather  patterns.  As a
result,  the  future  level and  volatility  of oil and  natural  gas prices are
uncertain.


The  volatility  and cyclical  nature of steel prices may  adversely  affect our
business.

Purchased steel represents  approximately two-thirds of our costs of goods sold.
As a result,  the steel  industry,  which is highly  volatile  and  cyclical  in
nature,  affects our business both positively and negatively.  Numerous factors,
most of which are beyond our control, drive the cycles of the steel industry and
influence steel prices. Some of these factors are:

o        general economic conditions;
o        industry capacity utilization;
o        import duties and other trade restrictions; and
o        currency exchange rates.

Changes in steel prices can affect the pricing and/or gross margin levels of our
products.  With  respect to  industrial  products,  we would seek to recover any
increase in steel costs by  attempting  to increase  the price of our  products.
However,  increases in the prices of our products often do not fully  compensate
for steel price  increases and generally lag several months behind  increases in
steel  prices.  Prices of energy  products move in  conjunction  with demand for
those products and are largely  unrelated to changes in steel costs.  This could
result in an inability to recover steel cost increases on those products  during
poor energy market conditions. Consequently, we typically have a limited ability
to recover increases in steel costs.


We may lose business to competitors  who are larger than us or who produce their
own steel.

Some or our  competitors  are larger and have greater  financial  and  marketing
resources and business diversification.  These companies may be better able than
us to successfully  endure downturns in either the energy or industrial sectors.
Also, many of our larger  competitors are integrated steel producers - producers
who make their own raw materials rather than purchase their raw materials in the
open market.  During periods of strong steel demand,  we may be at a competitive
disadvantage to these integrated competitors.  As a result, we may lose business
to any of these  competitors.  The oil  country  tubular  goods  and  structural
product  markets  are  largely  commodity  in  nature  and  as a  result,  price
competition is of particular importance.


Exchange  rate  fluctuations  will  have  a  direct  impact  on our  results  of
operations.

Although our  financial  results are  reported in U.S.  dollars,  a  significant
portion of our sales and operating  costs are  denominated in Canadian  dollars.
Consequently,  we will be  exposed  to cash flow and  earnings  volatility  as a
result of fluctuations in relative currency values. Significant fluctuations may
adversely  affect our  results of  operations.  In  particular,  our  results of
operations may be adversely affected by a significant  strengthening of the U.S.
dollar against the Canadian dollar.

The Company has entered into forward  contracts for the purchase of U.S. dollars
to reduce its exposure to  Canada-U.S.  exchange  fluctuations  on materials and
supplies   denominated  in  U.S.   funds.  To  reduce  the  impact  of  currency
fluctuations,  we may continue a U.S.  exchange rate management  program for our
Canadian  operations.  However,  we cannot give any assurance  that this program
will effectively avoid adverse effects as a result of currency fluctuations.  As
of  December  31,  2000,  the  Company  was  not  participating  in any  forward
contracts.


The level of imports of oil country  tubular  goods into the U.S.  and  Canadian
markets, which has been reduced by trade relief now in place, impacts demand and
pricing for our products.

The  level  of  imports  of  oil  country   tubular  goods,   which  has  varied
significantly overtime,  affects the U.S. and Canadian oil country tubular goods
markets.  High  levels of  imports  reduce  the  volume  sold by North  American
producers  and tend to suppress  selling  prices,  both of which have an adverse
impact on our business. We believe that United States and Canadian import levels
are affected by, among other things:

o        North American and overall world demand for oil country tubular goods;
o        the trade practices of and government subsidies to foreign producers;
          and
o        the presence or absence of antidumping and countervailing duty orders.

Antidumping and countervailing  duty orders require special duties to be imposed
in amounts  designed  to offset  unfair  pricing and  government  subsidization,
respectively. In the United States, once an order is in place, each year foreign
producers,  importers,  domestic  producers  and other  parties  may  request an
"administrative  review"  to  determine  the duty rates to be applied to imports
during  subsequent  years,  as well as the duty deposit rates for future imports
from the companies  covered by the review.  In addition,  a company that did not
ship to the  United  States  during the  original  period  examined  by the U.S.
government may request a "new shipper  review" to obtain its own duty rate on an
expedited basis.

U.S.  antidumping and  countervailing  duty orders may be revoked as a result of
periodic "sunset reviews." An individual  exporter may also obtain revocation as
to itself under  certain  circumstances.  The U. S.  government  is scheduled to
conduct sunset review of the orders covering Argentina,  Italy, Japan, Korea and
Mexico beginning in March 2001. These review are expected to be completed by May
2001. If the orders covering  imports from Argentina,  Italy,  Japan,  Korea and
Mexico are  revoked in full or in part or the duty  rates  lowered,  we could be
exposed to increased competition from imports that could have a material adverse
effect on our business.

Currently,  there  exists a Canada  Customs and Revenue  Agency  ruling  against
carbon grade  casing with a diameter  from 4 1/2" thru 10 3/4" from the U.S. and
Korea into  Canada.  The ruling  requires  that an  interested  importer  obtain
"normal  values" for the above  products from the CCRA.  This ruling has been in
place since 1986 and has been continued in 1991 and 1996,  with an expiry review
due in May 2001.


Industry inventory levels affect our sales and net income.

Industry inventory levels of our products, and in particular oil country tubular
goods, can change  significantly from period to period. These changes can have a
direct  adverse effect on the demand for new production of energy and industrial
products when customers  draw from inventory  rather than purchase new products.
Industry  inventory levels of oil country tubular goods have steadily  increased
through calendar 2000, we believe that  industry-wide  oil country tubular goods
inventory  is at normal  levels in  relation  to current  demand.  Additionally,
months of supply of inventory,  which defines the level of inventory in terms of
current  monthly  consumption,  also appears to be in line with current  demand.
Material  increases in months of supply of inventory can have an adverse  impact
on us.


Our plans for the new large diameter facility may not be successful.

An important part of our growth strategy is our ability to  successfully  expand
our current  product lines,  offer new products lines and enter new markets.  We
are  devoting  significant  resources  to this  strategy.  To this  end,  we are
currently in the process of bringing our new large  diameter  facility that will
produce  products with larger  diameters  than we currently  manufacture to full
operation. Operating the new facility may expose us to risks including:

o        intense competition in the larger diameter product lines;
o        the current industry-wide overcapacity in these product lines; and
o        potential unforeseen or higher than expected costs.

Any of these  risks  could  adversely  affect or prevent  the success of the new
facility.


Our cold drawn tubing business may not be successful.

Our entry into the cold drawn tubing market has required capital expenditures of
approximately  $16.7  million as of December 31, 2000.  We have not  generated a
profit  to  date  in  this  market  and we  cannot  assure  you  that we will be
successful in achieving  significant  sales levels or  profitability in the cold
drawn tubing market.


Our facility in Longview, Washington may not generate profits.

In 1997, we expanded into the northwestern  U.S. market with the construction of
a tubular manufacturing facility in Longview,  Washington. The Longview facility
commenced  operations  in December  1998. As  anticipated,  in 1999 the Longview
facility  experienced a loss due to operations  start-up and market  development
issues.  The Longview  facility has not generated a profit to date and we cannot
assure you that we will be successful in achieving sales levels or profitability
at the Longview facility.


Seasonal  fluctuations  which  affect our  customers  may affect  demand for our
products.

We, as well as the oil country  tubular  goods  industry in general,  experience
seasonal  fluctuations  in  demand  for  our  products.  For  instance,  weather
conditions  during the first half of the calendar  year  normally  make drilling
operations  more  difficult  in the  United  States  while the  second and third
quarters are difficult  drilling  conditions in western Canada. For this reason,
drilling activity and the corresponding demand for our oil country tubular goods
within the United  States  generally  will be lower  during our first and second
quarters, as compared with the third and fourth quarters.  Drilling activity and
corresponding  demand for our oil country tubular goods within Canada  generally
will be lower during the second and third  quarters,  as compared with the first
and fourth  quarters.  We also believe we experience  seasonal  fluctuations  in
demand for our industrial products. However, the timing of such fluctuations may
differ from fluctuations experienced in the oil country tubular goods market.


We depend on a few suppliers for a significant  portion of our steel, and a loss
of one or more  significant  suppliers  could  affect our ability to produce our
products.

In calendar  2000,  we  purchased in excess of 76% of the steel for our Arkansas
facilities from a single supplier,  94% of the steel for our Texas facility from
three  suppliers and 84% of our steel for our Longview,  Washington and Calgary,
Alberta  operations from three suppliers.  The loss of any of these suppliers or
interruption of production at one or more of the suppliers could have a material
adverse effect on our business, financial conditions and results of operations.


The operations of the end users of our customers expose us to potential products
liability claims.

Drilling  for oil and natural gas involves a variety of risks that can result in
significant  losses.  Actual or claimed defects in our products may give rise to
claims against us for these losses.  The  transportation  of oil and gas through
line  pipe  also  involves  risks.  A  failure  of line  pipe may  give  rise to
environmental  liabilities  and  claims  against  us  for  losses.  The  use  of
structural  tubing can also involve  risks.  Actual or claimed  defects in these
pipe and tubing  products can also expose us to claims for damages.  We maintain
insurance  coverage against  potential product liability claims in amounts which
we believe to be adequate.  We have not historically  incurred  material product
liability  costs,   nor  have  we  experienced   difficulties  in  obtaining  or
maintaining adequate product liability insurance coverage. However, we may incur
product  liability in excess of our insurance  coverage or incur other uninsured
costs, and we may not be able to maintain adequate  insurance coverage levels in
the future.


Compliance  with and changes to laws  regulating  the  operation of our business
could adversely affect our performance.

Our business is subject to numerous  local,  state,  provincial and federal laws
and regulations  concerning  environmental and safety matters.  We cannot assure
you that future changes and compliance with these laws and regulations  will not
have a material effect on our operations.


The Company's Calgary, Alberta operations are subject to a collective bargaining
agreement.

The Company has a collective  bargaining  agreement that expired on December 31,
2000 with the  United  Steelworkers  of  America,  Local  Union  7226,  covering
approximately 68% of all Prudential  employees.  This agreement generally covers
wages,  healthcare  benefits and retirement  plans,  seniority,  job classes and
certain work rules. While the Company believes its present labor relations to be
good, there can be no assurance that the collective bargaining agreement will be
renewed or that a new collective  bargaining agreement on terms acceptable to us
will be established.


Provisions in our corporate  documents and Delaware law could delay or prevent a
change in control.

The  existence of some  provisions  in the  Company's  corporate  documents  and
Delaware law could delay or prevent a change in control of the Company,  even if
that  change  might  be  beneficial  to our  stockholders.  Our  certificate  of
incorporation  and bylaws contain  provisions that may make acquiring control of
the Company difficult, including:

o        provisions limiting the rights to call special meetings of our
          stockholders;
o        provisions regulating the ability of our stockholders to bring matters
          for action at annual meetings of our stockholders;
o        a provision prohibiting action by stockholders by written consent; and
o        the authorization to issue and set the terms of preferred stock by the
          Company's board of directors.

In addition,  we have adopted a shareholder  right plan that would cause extreme
dilution  to any  person or group who would  attempt  to  acquire a  significant
interest in the Company  without  advance  approval  of the  Company's  board of
directors. Moreover, Delaware law would impose restrictions on mergers and other
business  combinations  between  us  and  any  holder  of  15%  or  more  of our
outstanding common stock.