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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                    ---------

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 1999

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

            For the transition period from ___________ to ___________

                        Commission File Number: 333-31071

                           Wells Aluminum Corporation
             (Exact name of Registrant as Specified in Its Charter)

          Maryland                                            35-1139550
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

  809 Gleneagles Court, Suite 300                               21286
      Baltimore, Maryland                                     (Zip Code)
(Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (410) 494-4500

                                   -----------

               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

As of March 24,  2000,  the  registrant  had  744,392.5  shares of Common  Stock
outstanding.

<PAGE>

                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----

PART I ....................................................................    1

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

Item 2. Properties ........................................................    9

Item 3. Legal Proceedings .................................................   10

Item 4. Submission of Matters to a Vote of Security Holders ...............   10

PART II ...................................................................   11

Item 5. Market for Registrant's Common Equity and Related
        Stockholder Matters ...............................................   11

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

Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations ...............................   12

Item 7A. Quantitative and Qualitative Disclosures about Market Risk .......   21

Item 8. Financial Statements and Supplementary Data .......................   22

Item 9. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure ..........................................   40

PART III ..................................................................   41

Item 10. Directors and Executive Officers of the Registrant ...............   41

Item 11. Executive Compensation ...........................................   42

Item 12. Security Ownership of Certain Beneficial Owners
         and Management ...................................................   45

Item 13. Certain Relationships and Related Transactions ...................   46

PART IV ...................................................................   47

Item 14. Exhibits, Financial Statement Schedules, and
         Reports on Form 8-K ..............................................   47

SIGNATURES ................................................................   48

<PAGE>

                                     PART 1.

ITEM 1.  BUSINESS

         The following description of Wells Aluminum Corporation ("Wells" or the
"Company"), the aluminum extrusion industry, and the Company's business contains
statements  which  constitute  forward  looking  statements,  and not historical
facts,  within the meaning of the Private  Securities  Litigation  Reform Act of
1995.  These  statements  appear in a number of places  and  include  statements
regarding  the  intent,  belief or current  expectations  of the  Company or its
officers primarily with respect to the future prospects, financial condition and
operating  performance  of the  Company.  Any such  forward  looking  statements
regarding  the  Company,  the aluminum  extrusion  industry,  and the  Company's
business  are not  guarantees  of  future  performance  and  involve  risks  and
uncertainties.  A variety  of  factors  could  cause  actual  results  to differ
materially from those anticipated in the Company's forward looking statements.

THE COMPANY

     Wells Aluminum Corporation was incorporated in Maryland in November 1967 as
the successor to an aluminum extrusion business which began in the early 1950's.
Gibbons,  Goodwin,  van Amerongen  ("GGvA") is the sole general partner of Wells
Holdings Limited  Partnership,  which as of December 31, 1999 owned 75.2% of the
outstanding  shares of the  Company's  common stock.  As a result,  GGvA had the
controlling interest in the Company and had the power to elect a majority of the
directors  of  the  Company  and  to  control  all  matters   submitted  to  the
stockholders of the Company, including approving business combinations involving
the Company.

     On February 23, 2000,  Norsk Hydro Americas,  Inc. ("Norsk Hydro") acquired
from  Wells  Holdings  Limited  Partnership  and the other  stockholders  of the
Company  all of the  outstanding  shares of the  Company's  common  stock.  As a
result,  as of February 23, 2000,  Norsk Hydro  controls the Company and has the
power to elect the directors of the Company.

     Wells is a custom extruder,  finisher and fabricator of soft alloy aluminum
products,  principally for the building/construction,  transportation,  consumer
durables and equipment/electrical markets. In addition to the production of mill
finished extrusions,  the Company's  operations include painting,  anodizing and
fabrication,   which  enables  the  Company  to  provide  its   customers   with
assembly-ready   aluminum   components  and  assemblies.   The  Company  shipped
approximately 165.5 million pounds of aluminum extrusions in 1999, a decrease of
0.8 million pounds, or 0.5%, over the 1998 shipments of 166.3 million pounds.

     The Company's  network of plants consists of seven facilities in six states
in the  midwestern and  southeastern  United States.  These  facilities  contain
twelve extrusion  presses with circle sizes of 7" to 10" and are located to meet
various regional demands,  minimize  transportation  costs,  balance  production
requirements  among  plants  and  provide  single  source  reliability  to large
customers.  The Company  also  operates  its own casting  facility  for aluminum
billet,  enabling the Company to manage its internal billet requirements as well
as to  recycle  its  scrap  for use in its  extrusion  operations.  The  Company
believes  that its ability to cast the majority of its billet  needs  provides a
cost advantage over those extruders without an internal casting capability.


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<PAGE>

     The Company sells its products to approximately 800 customers  primarily in
the    building/construction,     transportation,    consumer    durables    and
equipment/electrical  markets. In 1999, the Company's top ten customers received
approximately  42% of the Company's  shipped volume in pounds sold, with the top
twenty-five  customers  accounting for approximately 60%. In 1999, one customer,
Navistar International  Corporation,  accounted for 15.1% of the Company's gross
sales measured in dollars.

     The Company  focuses on long-term  customer  relationships  to maintain and
enhance its business prospects.  Approximately  two-thirds of the Company's 1999
sales in  extrusion  pounds  shipped  were  made to  customers  that  have  been
customers of the Company for more than ten years.  The Company believes that its
relatively  stable  customer  base is  attributable,  in part,  to the Company's
ability to provide a high level of customer service,  engineering  expertise and
quality products at competitive prices.

PRODUCTS

     Through its regional  plant system,  Wells is able to produce a broad range
of extruded,  finished and fabricated aluminum products used by its customers in
the manufacture of their end products. In 1999, over 90% of the products sold by
the Company were  designed and  manufactured  according to  individual  customer
specifications. The Company believes that the large share of customized products
sold by the  Company  can be  attributed  to  product  quality,  a high level of
customer service, the coordination between its sales force and engineering staff
at each plant,  engineering design  capabilities,  and its extensive  extrusion,
finishing and fabrication capabilities.

     Building/Construction

     In the  building/construction  market, the Company produces  extrusions and
fabricated products for residential and commercial window and door frames, storm
doors, vents and louvers,  railings,  stadium seating systems,  patio enclosures
and  a  variety  of  architectural  specialty  applications.  The  Company  also
manufactures and markets a proprietary line of sliding patio doors and a line of
commercial  entrance  doors  and  storefront  systems.  In  1999,  shipments  to
customers in the  building/construction  market represented approximately 41% of
the   Company's   total  pounds  sold.  Of  the  pounds  sold  in  this  market,
approximately 54% were shipped to customers in the residential  segment with the
remaining pounds being shipped to customers in the commercial segment.

     Transportation

     In  the  transportation   market,  the  Company  produces   extrusions  and
fabricated products for truck cabs, truck trailers,  recreational vehicles, golf
carts, utility trailers and automotive accessories.  The Company also produces a
number of complex  assemblies,  including  door  assemblies  and  structural sub
frames for use in Class 8 truck tractors and complete window  assemblies for use
in school buses and delivery vans. In 1999,  approximately  28% of the Company's
total pounds sold were shipped to customers in the transportation market.

     Consumer Durables

     In the  consumer  durables  market,  the Company  produces  extrusions  and
fabricated products for a wide range of applications,  including the manufacture
of high-end office furniture and pleasure boats. In 1999, shipments to customers
in the consumer durables market  represented  approximately 11% of the Company's
total pounds sold.

     Equipment/Electrical

     In the  equipment/electrical  market,  the Company produces  extrusions and
fabricated products for applications such as heat sinks and electronic component
mounting  systems,  electrical  distribution  and commercial  lighting  systems,
material handling systems,  and industrial  guarding and fixturing  systems.  In
1999,


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approximately 7% of the Company's total pounds sold were shipped to customers in
the equipment/electrical market.

     Distributors

     For the distributor  market,  the Company produces  extruded products which
the distributors then resell to manufacturers,  contractors and other industrial
end  users.  The  Company's  focus in the  distribution  market is on  producing
application  specific  components,  which are sold via  specialty,  value  added
distributors.   The  Company  does  not  regularly   participate  in  the  stock
shape/metal service center portion of the distribution market. Thus, the Company
believes that the end use of products  produced for distributors and then resold
tends to parallel the uses of customers  which the Company serves  directly.  In
1999, shipments to distributors  represented  approximately 13% of the Company's
total pounds sold.

MANUFACTURING

     Wells' manufacturing  processes involve casting,  extruding,  finishing and
fabricating  soft alloy  aluminum.  The  Company's  operations  and  engineering
activities are directed by its Vice  President,  Operations,  from the Company's
corporate  headquarters.  Management of  production  activities is structured to
provide  strong  decentralized  plant  operations  in  combination  with certain
centralized corporate functions.  Each plant location, of which there are seven,
is managed by an operations manager,  who in most cases, is supported by a plant
manager.  Operations  management focuses on plant site issues,  such as customer
service,  delivery,  product quality,  productivity,  operating costs and labor,
that are directly under operations control.

     Casting

     The Company has two casting furnaces and ancillary equipment which are used
to produce  aluminum  billet.  The first step in the casting  process is to melt
primary  aluminum and aluminum scrap in a large furnace.  The molten aluminum is
either directly  alloyed in this furnace or transferred to another furnace where
the alloying materials are added. The aluminum is then cast into logs of varying
diameters  with lengths of up to 16 feet.  Next,  these logs are heated and then
cooled at a controlled  rate to allow the cast aluminum to achieve the optimally
distributed chemical composition for extrusion, a process called homogenization.
Afterwards,  some aluminum logs are cut into shorter lengths called billets, the
main raw material for the production of aluminum  extrusions.  Aluminum logs and
billets are then  transferred to the Company's  extrusion  plants for subsequent
production of aluminum extrusions.

     Extrusion

     The Company  operates  five  extrusion  plants which have in the  aggregate
twelve extrusion presses  producing varying sizes of extrusions.  Extrusion is a
manufacturing  process by which aluminum billet is heated and pushed by a press,
or  extruded,  through a die to produce a piece of metal in the shape of the die
and at the desired  length.  Extrusions are then  straightened by stretching and
cut to the required  lengths which range from 8 to 50 feet.  Most extrusions are
hardened  by aging in large  ovens  from 6 to 12  hours.  Typically,  75% of the
results of the  extrusion  process are salable  products;  the  remaining 25% is
aluminum  scrap,  which is either recast into aluminum  billet by the Company or
sold on the open market to metal  dealers.  Almost all of the Company's dies are
designed  to  produce  aluminum  extrusions  according  to  individual  customer
specifications.

     Finishing

     The Company has extensive finishing  capabilities with two painting and two
anodizing  facilities  providing coverage of markets from the East Coast through
the Midwest.  In addition,  the Company uses contract  painters and anodizers to
augment its finishing capabilities.  These combined finishing capabilities allow
the  Company  to provide  its  customers  a single  source  for  components  and
assemblies ready for processing. Often additional


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<PAGE>

finishing-related services are provided,  including two-tone painting and taping
of painted surfaces for protection during the customer's  manufacturing process.
These  services  enhance  the  Company's  value  to its  customers  and  provide
appreciable added income and profit margin.

     Fabrication

     The  Company has six  fabrication  operations,  of which two are  dedicated
fabrication  plants.  The Company  employs a variety of  fabrication  processes,
including  notching,  bending,  punching,  drilling,  tight  tolerance  cutting,
computerized  numerical control ("CNC")  machining,  manual and robotic welding,
and assembly.  These fabrication  operations differ in complexity,  ranging from
Tier  #3  activities,  which  include  welding,  high  tolerance  machining  and
assembly, to Tier #1 activities, which involve light punching, manual sawing and
drilling,  and hand  deburring.  Fabricated  products  may  range  from a simple
cut-to-length  extrusion  notched and punched for use as a door threshold,  to a
step  assembly for a truck cab, to a curved and fully formed trim cap for use on
an office  partition,  to a panel van window  assembly  complete with glass.  In
1998, the Company's two Tier #3 operations received QS9000/ISO9002 certification
demonstrating  the Company's  commitment to the production of quality  products.
The  Company's   fabrication   operations  are  attractive  to  those  customers
interested  in  outsourcing  certain  manufacturing  in order to better  control
operating costs,  manage  inventory,  accommodate  growth, or more sharply focus
their own operations.  The Company's  fabrication  operations provide additional
opportunities  to enhance  profit  margins and help  protect the  business  from
market penetration by other competitors.

     Backlog

     Extrusion turnaround time is generally  sufficiently short as to permit the
Company to fill customer orders for most of its products in a short time period.
Accordingly,  the Company does not consider backlog to have a material effect on
its business.

RAW MATERIALS

     Wells'  principal raw material for aluminum  extrusions is aluminum billet,
the majority of which the Company produces at its own casting facility. The main
materials  used in the  production  of billet  are  primary  aluminum  ingot and
aluminum scrap. In 1999, the Company purchased its primary aluminum requirements
pursuant  to supply  agreements  with six North  American  suppliers  at current
market prices at the delivery dates.  Over 54% of the aluminum scrap required in
1999 was sourced from the Company's own manufacturing  processes.  The remaining
requirements  for primary ingot and scrap were purchased from a variety of metal
and scrap brokers and dealers.

     For 2000,  the  Company has secured  commitments  with five North  American
suppliers to purchase primary  aluminum for its casting  requirements at current
market prices at the delivery dates. Over 50% of the aluminum scrap required for
2000 is expected to be sourced from the Company's own  manufacturing  processes.
The Company believes that its remaining requirements for primary ingot and scrap
are  readily  available  in the open  market  from metal and scrap  brokers  and
dealers.

     Aluminum Cost Recovery

     Aluminum is subject to  extensive  price  volatility  in the world  market,
reflecting both domestic and international economic demand as well as activities
by financial hedge investment funds. The Company seeks to reduce its exposure to
the volatility in aluminum prices by fixing the cost of metal by hedging against
committed fixed price sales or by passing cost increases through to customers by
systematic  market  indexed  sales  pricing.


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<PAGE>

The Company limits its hedging activities to committed sales and does not engage
in speculative  hedging.  As a further control technique,  the Company maintains
its  inventory at levels  consistent  with  operating  needs (32.5 days on hand)
through  centralized  purchasing  and  logistics,  and sells any excess  primary
aluminum in the open market, closely matching the cost of metal purchased to the
price of such metal sold. Notwithstanding the Company's efforts, any increase in
the cost of aluminum  purchases  could have an adverse  effect on the  Company's
financial  condition  and  operations  if the  Company  is  unable  to pass such
increases  to its  customers  or it does  not  effectively  hedge  against  such
aluminum price changes.

CAPITAL IMPROVEMENTS

     Capital  expenditures for 1999 totaled $5.7 million,  with  expenditures of
$0.8  million on cast  house  improvements,  $0.6  million  on  extrusion  press
upgrades,  $0.3 million on finishing  capabilities,  $2.7 million on  additional
fabrication  capabilities,  and $1.3 million on other capital  items.  Since the
middle of 1995,  the Company has focused the majority of its capital  investment
on  technology  and  productivity  improvements  in  extrusion  and casting that
support the Company's marketing  initiatives.  These investments  generally have
expected  paybacks of less than 18 months and have  increased  capacity  without
requiring the acquisition of major new equipment.

     In 1999, the Company enhanced its fabrication manufacturing capabilities in
Sidney,  Ohio, in response to the  introduction of a significant new fabrication
program  with a  large  transportation  account.  Capital  investments  included
leasehold  improvements related to a move to a new leased manufacturing facility
and the purchase of new fabrication equipment and tooling.

     Under the  ownership  of Norsk  Hydro,  the Company will be preparing a new
capital  expenditure  program for the years  2000-2004.  In its original capital
expenditure  program,  the Company  expected to make capital  expenditures of at
least $3.5 million in 2000 and 2001 and approximately $3.5 million annually from
2002 through 2004.  Approximately $1.0 million of the annual expenditure for the
years  2000-2004  was  expected  to be used  for  maintenance  capital  with the
remainder invested in productivity improvements and capacity enhancements.

     In  2000,  the  Company  plans to  initiate  the  acquisition  of a new 10"
extrusion  press  rather  than  rebuild an  existing  10"  extrusion  press.  In
addition, for the years 2000 through 2004, the Company will continue its program
of updating and  modernizing  its extrusion  presses,  increasing  the extrusion
capacity of each press by at least 10% per press and reducing scrap generated in
the process by 1.5%.  The  Company  believes  that by  upgrading  its  extrusion
presses,  the Company will receive 90% of the productivity  benefits realized by
replacing equipment but at 50% of the capital investment  required.  The Company
will continue to invest  selectively  in advanced  computer  isothermal  control
equipment,   where  cost   justified,   to  further   enhance   extrusion  press
productivity.

SALES AND MARKETING

     Wells'  sales  and  marketing  activities  and its  field  sales  force are
directed by its Senior Vice President,  Sales and Marketing,  from the corporate
headquarters.  The centralized  sales and marketing  organization is accountable
for market research and all product and market development activities, including
promotional  materials and activities.  These activities include the development
and implementation of customer  strategies and the strict maintenance of pricing
discipline  throughout the Company.  All extrusion  pricing is centrally managed
and  administered  by  the  Vice  President,  Business  Selection  and  Capacity
Management, who reports to the Senior Vice President, Sales and Marketing.

      Two  regional  sales  managers,  located  in the  East and  Midwest,  have
day-to-day  responsibility  for  directing  the  sales  force  and  implementing
agreed-to market and customer strategies.  In addition, there is a sales manager
specifically for patio doors and a sales manager  specifically for architectural
products and select national  accounts.  These sales managers work  hand-in-hand
with the  operations  managers  at each plant  location to


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<PAGE>

coordinate  customer  service  and tailor  their  sales  activities  to meet the
business needs of the plants. This arrangement allows field sales and operations
personnel to react to changing market  conditions,  while facilitating a uniform
approach to the market and the  reassignment  of production  requirements  among
plants when  warranted to maintain  customer  service or plant  utilization.  In
addition to the sales  managers,  the Company  employs nine direct sales persons
and utilizes four independent  manufacturers'  representatives for its extrusion
and  fabrication  businesses.  The Company  also  utilizes a number of specialty
representatives  for  its  patio  door  and  architectural  product,   including
commercial  door,  businesses.  Compensation  for  the  direct  sales  force  is
comprised of salary plus performance-based bonuses.

     The  Company  has   implemented  a  program  to  upgrade  its  field  sales
organization,  which  continued in 1999.  Key elements  include  increasing  the
responsibility  of sales  managers  and  representatives  for  account  strategy
development and forecasting, providing easy access to the Company's central data
bases via portable laptop computers, adding additional employed sales personnel,
and tying sales manager compensation to account profitability.

     Customer Service

     Wells seeks to provide  high  quality  customer  service for the markets it
serves by capitalizing on its marketing  experience,  manufacturing  flexibility
and technical  expertise.  The Company  believes  that its strategic  network of
facilities and the integration among marketing,  sales and manufacturing provide
it with a  competitive  advantage by allowing it to respond  quickly to customer
demands.  Customer  service  organizations  are located at each of the Company's
plants,  reporting to the operations manager, in order to ensure sensitivity and
facilitate  quick  response to customer needs and  inquiries.  Customer  service
representatives  are responsible for order entry,  and in coordination  with the
field sales force,  routinely  initiate  day-to-day  contact with  long-standing
customers.   The  Company  believes  that  this  close,  local  contact  between
experienced  customer  service  personnel  and its  established  customers  is a
critical factor in maintaining strong customer relationships.

     Pricing and Hedging Programs

     The Company offers its customers three basic pricing alternatives:  forward
sales contracts;  market indexed sales pricing;  that is, formula  pricing;  and
open  market  sales  pricing.  These  alternatives  can be  tailored  to  meet a
customer's specific market and risk management requirements.

     Forward sales contracts,  accounting for  approximately 26% of total pounds
sold by the  Company  in 1999,  are  "take or pay"  agreements  negotiated  with
long-standing  customers.  These  contracts  fix the  sales  price at which  the
Company agrees to sell and the customer agrees to purchase a specified  quantity
of  aluminum  extrusions  in the  future.  These  contracts  typically  cover  a
substantial  portion  of the  customer's  requirements  for a three to six month
period.  The fixed  sales price is based on the price at which  aluminum  can be
hedged for future delivery plus a conversion spread to cover operating costs and
provide a profit margin.

     The  Company  also  offers to  long-standing  customers  a formula  pricing
mechanism  which  adjusts  pricing  monthly based on aluminum  price  movements.
Monthly  price changes are based on the Midwest  Transaction  Price Average (the
"MWTP"),  plus a negotiated spread to cover operating costs and provide a profit
margin.  Formula  pricing  allows the Company to stay  current with the aluminum
market,  balancing  upward and downward  movements on a monthly basis.  In 1999,
approximately  59% of total  pounds  sold  were  sold by the  Company  using the
formula pricing mechanism.

     The  Company  also  quotes  individual  orders,  based  on the  MWTP in the
previous month, for its remaining open market  accounts.  Profit margins on such
market  accounts  are often  higher than on forward  sales  contracts or formula
priced accounts. In addition, the Company's exposure to aluminum price movements
is nominal since such orders are based on 30 day delivery,  enabling the Company
to manage its metal cost.


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<PAGE>

     Fabricated  components and  assemblies,  including the Company's patio door
and commercial door product lines, are typically  priced  quarterly  utilizing a
formula mechanism based on the previous  quarter's average metal cost.  Aluminum
costs are  generally a less  significant  element of such product  costs,  which
typically  include  purchased  parts and  substantial  fabrication  and assembly
labor. Pricing,  however, is tightly controlled via a quote process during which
purchased  parts  are  quoted  and  internal  costs  are  established  and  then
appropriate  burden rates and target  profit  margins are added.  The  quarterly
metal price  adjustments  allow for a "natural" hedge in the first month,  which
minimizes the risk of changes in metal  prices.  In certain  cases,  the Company
will enter into aluminum futures  contracts to hedge against price volatility in
the second and third months based on expected  purchases,  although  such hedges
have certain risks because customers are not bound to purchase fixed volumes.

     The Company takes forward  positions in the aluminum market,  but only when
supported by forward sales contracts or by firm orders for fabricated  products.
As a matter of  corporate  policy,  the Company  does not engage in  speculative
hedging activities regarding future aluminum price movements.

     Product Delivery

     In 1999, Wells  distributed  approximately  60% of its products through its
own fleet of 32 tractors and 142  trailers.  All of the  Company's  tractors are
leased  whereas all of its trailers  are owned.  The Company  believes  that its
selected use of its  tractor-trailer  fleet enhances the level of service to its
long-standing  customers by enabling more timely delivery with less damage.  The
Company also uses motor common carriers for certain hauls, such as partial truck
loads and  situations  where no back haul of aluminum  scrap is available,  when
cost effective.

COMPETITION

     The North American aluminum  extrusion market is reasonably  fragmented and
highly  competitive  in that there are still over 100 extruders who operate more
than 170 extrusion  plants with more than 450 extrusion  presses.  Consolidation
has been taking  place in aluminum  extrusion  industry.  In the past two years,
ALCOA  Inc.  has  acquired  Alumax,   Inc.,  including  its  thirteen  extrusion
facilities, and Excel Extrusions Inc., a single extrusion facility. Also in past
two years, William L. Bonnell, Inc. has acquired three extrusion facilities from
Reynolds  Metals  Company and Exal  Aluminum Inc.  adding  another two extrusion
facilities.  In 1999, Caradon Indalex,  a division of Caradon Limited,  acquired
Easco Corporation,  including its six extrusion facilities.  Currently, ALCOA is
attempting to complete its acquisition of Reynolds Metal Company.

     In  the  U.S.  aluminum   extrusion  market,   the  Company  believes  that
competition  is regionally  oriented and that  aluminum  extrusion end users are
typically  looking for "local"  plants with a strong focus on customer  service,
quality and a reputation for fair market  pricing.  In addition,  competition is
based on delivery time and specialty engineering/design/production capabilities.
The Company  also  believes  that a regional  network of plants is  important to
large end users in order to meet the needs of their multi-plant locations and to
ensure continuity of sourcing.

     Competitors  in the U.S.  aluminum  extrusion  market include the extrusion
businesses  of primary  aluminum  producers,  such as ALCOA and Kaiser  Aluminum
Corporation,  and sizeable multi-plant  independent extruders,  such as Aluminum
Shapes, Inc.,  Caradon/Easco,  Bonnell, and V.A.W. of America,  Inc. Competitors
also  include  small  local  operators,  such  as  Elixir  Industries,   Western
Extrusions  Corp.,  Jordan  Company,  and Astro Shapes,  Inc.,  and Canadian and
Mexican exporters, such as Caradon Indalex and Cuprum S.A. de C.V.

     Material Substitution

     A factor potentially  affecting the Company's future operating  performance
is material substitution.  Other materials,  such as vinyl and rolled steel, may
be used as  substitutes  for aluminum  extrusions  in certain  markets


                                       7
<PAGE>

and  under  certain  circumstances.  Over  the  past  decade,  vinyl,  with  its
penetration  of the  residential  window  and  door  market,  has  been the most
commonly used substitute for aluminum  extrusions.  Industry  forecasts indicate
that the movement away from aluminum in this market has slowed and that aluminum
should essentially  maintain its unit volume (though not its market share in the
window and door market) over the next several years.  In areas where the Company
does significant business,  such as window components for the modular and mobile
home segments, which represented  approximately 9% of pounds sold by the Company
in  1999,  vinyl  is a less  attractive  substitute  due to  cost  and  strength
limitations.  Rolled steel may be another  substitute for aluminum when aluminum
costs  rise to such an  extent  that  rolled  steel  becomes  a viable  economic
alternative for certain  manufacturing needs. However, the Company estimates its
participation  in markets which may utilize rolled steel to be  approximately 2%
of the pounds sold by the Company in 1999. An increase in the use of substitutes
for aluminum  extrusions  could have a material  adverse effect on the financial
condition and operations of the Company.

EMPLOYEES

     As of December 31, 1999,  Wells employed 1,682 full time employees,  841 of
whom are covered by collective  bargaining  agreements at five plant  locations.
These collective bargaining agreements are with local unions of the United Steel
Workers  of  America,   representing   workers  at  two  plant  locations,   the
International  Brotherhood  of  Teamsters,  representing  workers  at two  plant
locations,  and the  International  Union of United  Automobile,  Aerospace  and
Agricultural  Implement Workers (the "UAW"),  representing  workers at one plant
location.  The Company's  collective  bargaining  agreements  are  independently
negotiated at each plant location and expire on a staggered basis.

     The Company believes that its labor relationships with employees, union and
non-union,  are  generally  satisfactory.  In  January  1999,  a new  collective
bargaining agreement was negotiated at the Company's plant in Moultrie,  Georgia
prior to the  expiration of the old  agreement.  In November  1999,  the Company
reached an impasse  with the local union at the  Company's  plants in Monett and
Cassville,  Missouri,  and  subsequently  implemented  its last,  best and final
contract  offer.  No new  agreement  has been  signed.  Since  implementing  the
Company's last, best and final offer, there have been no work stoppages or other
union actions taken.

     The Company is  committed to maintain or improve its labor  relations  with
employees,  union and non-union.  However,  there can be no assurance that there
will be no further union  organizing  activities or no further work stoppages or
other union actions in the future.  A future work stoppage or other union action
could  have a  material  adverse  effect  on the  financial  performance  of the
Company.

ENVIRONMENTAL MATTERS

     Wells is subject to extensive and evolving  environmental laws, regulations
and rules that have been  enacted in  response  to  technological  advances  and
increased concern over environmental  issues. These regulations are administered
by the U.S.  Environmental  Protection Agency and other federal, state and local
environmental,  transportation,  and  health and safety  agencies.  The  Company
believes  that  over time  there  will  continue  to be  increased  legislation,
regulation and regulatory enforcement actions.

     In order to operate its  business,  the Company must obtain and maintain in
effect one or more  permits for each of its  facilities  and comply with complex
regulations and rules governing air emissions,  waste water discharges, the use,
storage,  treatment and disposal of solid and  hazardous  wastes and other items
which might affect environmental  quality. As a result, the Company from time to
time is required to make  expenditures for pollution  control  equipment and for
other purposes related to its permits and compliance.

     Among  the  laws  that  may  affect  the  Company  are  the   Comprehensive
Environmental Response,  Compensation,  and Liability Act of 1980 ("CERCLA") and
analogous state laws that impose joint and several liability,  without regard to
fault,  on persons  that own or operate  locations  where there has been,  or is
threatened


                                       8
<PAGE>

to be, a release of any hazardous  substances into the  environment,  as well as
persons who arranged for the disposal of such substances at such locations. Such
persons may become liable for the costs of  investigating  and remediating  such
substances.  There are often also substantial legal and administrative  expenses
incurred in dealing with remediation claims and activities.

     The Company has been notified by either the U.S.  Environmental  Protection
Agency or other persons that it is considered to be a  "potentially  responsible
party" for the costs of investigating  and remediating  hazardous  substances at
several  locations  owned and operated by third persons.  At each such location,
the  Company  understands  that  it is  one  of  many  "potentially  responsible
parties." The Company believes that the volume of hazardous substances,  if any,
for which it may be held  responsible at each such location is not  significant.
While the Company  believes that it may have valid defenses to liability  claims
at these locations,  it has been settling such claims where an opportunity to do
so is  presented  at a cost which  probably  would not exceed  the  expenses  of
asserting such defenses through available administrative and judicial processes.
The Company  believes that none of these  contingencies,  individually or in the
aggregate,  could have a material adverse impact on the Company's  operations or
financial condition.

     Environmental Issues

     Certain of the Company's  manufacturing  facilities  have been in operation
for several decades and, over such time,  these  facilities have used substances
and generated  and disposed of wastes which are or may be considered  hazardous.
For example,  certain of these facilities have in the past stored or disposed of
wastewater  treatment  sludge in on-site  catch ponds,  lagoons or other surface
impoundments.  Although  the  Company  believes  that  these  facilities  are in
substantial   compliance  with  current   environmental   laws  and  regulations
applicable  to  such  storage  and  disposal  activities,  it is  possible  that
additional  environmental  issues and related matters may arise relating to such
past activities which could require additional expenditures by the Company.

     In 1998, the Environmental Protection Division of the Georgia Department of
Natural  Resources  approved the Company's work plan for the modification of its
waste water treatment  facilities at its Moultrie,  Georgia facility.  Under the
work plan,  which calls for the end of direct  discharge of treated  waste water
and connection to the City of Moultrie sewer system, three settling ponds on the
Company's property would be removed from service and their remaining  structural
components  stabilized  and  capped  in  place.  Phase 1 of the work  plan,  the
reinforcement  of pond berms, and the first pond under Phase 2 of the work plan,
the stabilizing and capping of the ponds,  have been completed.  The stabilizing
and capping of the two remaining ponds is scheduled to be completed in 2000. The
total cost of the work plan will be approximately  $2.1 million,  of which $1.85
million was recorded as selling, general and administrative expense in 1998.

     The Company  cannot predict what  environmental  legislation or regulations
will be enacted in the future,  how existing or future laws or regulations  will
be administered or interpreted, or what environmental conditions may be found to
exist.   Enactment  or  more  stringent  laws  or  regulations  or  more  strict
interpretation  of  existing  laws  and  regulations  could  require  additional
expenditures by the Company, some of which could be material.

PATENTS AND TRADEMARKS

      Wells owns certain  patents and  trademarks  but does not believe that its
business is dependent on its intellectual property rights.


ITEM 2. PROPERTIES

         Wells has seven  production  facilities,  which  enable the  Company to
serve customers  effectively in markets in the East, Midwest and Southeast.  The
following table  describes owned and leased  properties as of December 31, 1999.
None of the owned  properties is subject to an  encumbrance  that is material to
the Company's operations.


                                       9
<PAGE>

<TABLE>
<CAPTION>

                                                                      Site                      Facilities
                                                                  -----------------        ------------------
         Location                  Operations                     Acres  Own/Lease         Sq. Ft.  Own/Lease
-------------------------------------------------------------------------------------------------------------
<S>                              <C>                               <C>    <C>              <C>       <C>
   Monett, Missouri             Extrusion, painting,               21.1   Owned            185,000   Owned
                                casting                             0.3   Leased

   Cassville, Missouri          Fabrication                         9.6   Owned             32,224   Owned
                                                                    0.5   Owned

   North Liberty, Indiana       Extrusion, anodizing,              48.9   Owned            215,890   Owned
                                fabrication

   Kalamazoo, Michigan          Extrusion, complex                 23.3   Owned            132,784   Owned
                                fabrication

   Sidney, Ohio                 Complex fabrication                17.7   Leased           209,150   Leased
                                                                    4.8   Owned

   Belton, South Carolina       Extrusion, painting,               54.5   Owned            165,000   Owned
                                fabrication


   Moultrie, Georgia            Extrusion, anodizing,              24.1   Leased           315,352   Leased
                                fabrication                        65.3   Owned
</TABLE>

     In  December  1999,  the Company  leased a new  manufacturing  facility,  a
106,500 square foot facility on 14.0 acres,  in Sidney,  Ohio. This new facility
replaces an existing  manufacturing  facility,  a 60,400 square foot facility on
3.7 acres. In early 2000, the Company was released from its lease  obligation on
the existing manufacturing facility, and has sold real property encompassing 4.8
acres of unimproved land next to that facility.

     The Company  considers the  condition of its  properties to be good and the
capacity  of its  facilities  to be  adequate  for the  immediate  needs  of its
business.  The  principal  executive  office of the  Company  is  located at 809
Gleneagles Court, Suite 300, Baltimore, Maryland 21286.


ITEM 3. LEGAL PROCEEDINGS

         From  time to time,  Wells is a party to legal  actions  in the  normal
course of its  business.  The  Company is not  currently  involved  in any legal
proceedings  that it  believes  would have a material  adverse  effect  upon its
financial condition or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     Wells held its annual meeting of  stockholders  on December 14, 1999 during
which the  stockholders  voted on: (1) the  election of eight  directors  of the
Company to serve until the 2000 annual meeting of  stockholders  and until their
respective successors are duly elected and qualified, and (2) the appointment of
Ernst & Young LLP as the  Company's  auditors to serve at the  discretion of the
Board of  Directors.  The  directors  nominated and duly elected were Russell W.
Kupiec,  W. Russell Asher,  Lynn F. Brown,  Elizabeth Varley Camp, Todd Goodwin,
Edward  R.  Heiser,  Leo A.  McCafferty,  Jr.  and Lewis W. van  Amerongen.  The
stockholders approved all actions presented to them at the annual meeting.


                                       10
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Wells' common stock is not registered  under the Securities Act of 1933, as
amended, and is not traded on any organized securities market.

     On December 9, 1998, the Board of Directors of the Company  declared a cash
dividend of $2.64 per share of Class A common  stock,  or $1.9  million,  to the
holders of its Class A common stock, which was paid on January 12, 1999.

     On February 23, 2000,  pursuant to a Stock Purchase  Agreement  among Norsk
Hydro,  Norsk Hydro USA L.P. and the  stockholders  of the Company,  Norsk Hydro
acquired  all of the  outstanding  shares of Class A common stock of the Company
for approximately $58 million.  In connection with the sale of the Company,  all
of the Company's outstanding stock options were settled during the first quarter
of 2000.


ITEM 6.  SELECTED FINANCIAL DATA

     The following table sets forth summary financial data with respect to Wells
for the periods  ended and as of the dates  indicated.  The  summary  historical
financial  data for the five years ended  December 31, 1999 are derived from the
audited financial  statements of the Company. The following table should be read
in  conjunction  with the  Company's  financial  statements  and related  notes,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," and the other financial  information included elsewhere herein. All
amounts are in thousands.

<TABLE>
<CAPTION>

                                                             Fiscal Year Ended December 31,
Statement of Operations Data:                      1999          1998          1997          1996          1995
                                                   ----          ----          ----          ----          ----
<S>                                              <C>           <C>           <C>           <C>           <C>
  Net sales ............................         $246,194      $251,191      $267,349      $228,161      $232,555
  Cost of sales ........................          205,816       209,368       225,681       191,206       194,414
                                                 --------      --------      --------      --------      --------
  Gross profit .........................           40,378        41,823        41,668        36,955        38,141
  Selling, general and
    administrative expenses ............           20,714        16,093        17,446        15,877        16,211
  Compensation from
    settlement of employee
    stock options ......................               --            --         4,070            --            --
                                                 --------      --------      --------      --------      --------
  Operating profit .....................           19,664        25,730        20,152        21,078        21,930
  Interest expense (a) .................           10,838        10,806         8,390         5,176         7,087
  Income taxes .........................            3,929         6,157         5,073         7,059         6,262
                                                 --------      --------      --------      --------      --------
  Earnings before extraordinary
    losses (b) .........................          $ 4,897       $ 8,767       $ 6,689       $ 8,843       $ 8,581
                                                  =======       =======       =======       =======       =======
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                      As of December 31,
 Balance Sheet Data:                                1999          1998          1997         1996           1995
                                                    ----          ----          ----         ----           ----
<S>                                               <C>           <C>           <C>           <C>           <C>
  Cash and cash equivalents ............          $ 8,239       $ 7,619       $ 5,352       $   277       $   342
  Working capital ......................           38,027        32,306        29,989        18,175        19,355
  Inventories ..........................           23,213        20,394        20,209        19,838        19,972
  Property, plant and equipment, net ...           30,994        28,276        27,269        26,723        26,489
  Total assets .........................          133,413       124,478       125,383       108,726       112,261
  Total indebtedness ...................          105,000       105,000       105,000        40,091        51,683
  Total stockholders' (deficit) equity .          (6,914)      (12,779)      (16,068)        34,472        25,246
</TABLE>

Notes to Selected Financial Data:

(a) Interest expense includes amortization of debt issuance costs of $621, $622,
  $593,  $495 and $570 for the years ended December 31, 1999,  1998,  1997, 1996
  and 1995,  respectively,  and is net of interest income of $471, $504 and $452
  for the years ended December 31, 1999, 1998 and 1997.

(b) Earnings before  extraordinary loss excludes an extraordinary loss of $1,292
  (net of applicable income taxes of $826) on the refinancing of debt in 1997.

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

         Wells  Aluminum   Corporation  is  a  custom  extruder,   finisher  and
fabricator  of  soft  alloy   aluminum   products,   serving   principally   the
building/construction, transportation, consumer durable and equipment/electrical
markets.  The Company  operates a network of seven  facilities with 12 extrusion
presses, located in six states in midwestern and southeastern United States, and
also has its own casting facility for aluminum billet.

         The following  discussion  contains  forward-looking  statements  which
involve risks and  uncertainties.  The Company's actual results or future events
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements as a result of certain  factors,  including,  but not limited to, raw
material costs and availability  (primarily aluminum),  labor market conditions,
the Company's  level of utilization of its extrusion,  finishing and fabrication
capacities, and the impact of capacity utilization on costs, whether and to what
extent the Company's capital expenditures can facilitate  reductions in variable
costs, the highly competitive nature of the extrusion industry, and developments
with respect to contingencies such as environmental matters and litigation.

Basis of Presentation

         The  following  discussion  of financial  condition  and the results of
operations for the years ended 1999,  1998 and 1997 is based on the  historical,
audited results achieved by the Company.  The following tables set forth for the
periods indicated,  net sales, gross profit,  operating profit and net earnings,
and for performance and other  measurements,  pounds of product  shipped,  gross
sales price per pound,  Adjusted  EBITDA (as defined below) and Adjusted  EBITDA
per pound.  The table also includes  average market prices of aluminum per pound
and  market  price of  aluminum  per pound at  period-end.  All  amounts  are in
thousands except for per pound data.

         Adjusted EBITDA is defined as earnings before interest expense,  income
taxes,  depreciation and amortization of goodwill,  and excludes LIFO charges or
income,  extraordinary items, charges for the capping of settling ponds in 1998,
gain or loss  from the  termination  of a  pension  plan in 1999 and  1998,  and
compensation from settlement of employee stock options in 1997.  Adjusted EBITDA
should not be considered  in isolation  of, nor in  substitute  for,


                                       12
<PAGE>

net  income,  cash  flows  from  operations,  or other  income or cash flow data
prepared in accordance with generally accepted accounting principles.

                                                 1999        1998         1997
                                              ---------   ---------    ---------
Statement of Operations Data:
Net Sales - Products ......................   $ 246,194   $ 247,662    $ 235,467
Net Sales - Metal .........................          --       3,529       31,882
                                              ---------   ---------    ---------
    Net Sales .............................     246,194     251,191      267,349
Cost of Sales - Products ..................     204,393     208,636      192,201
Cost of Sales - Metal .....................          --       3,492       31,409
LIFO Charges (Income) .....................       1,423      (2,760)       2,071
                                              ---------   ---------    ---------
    Cost of Sales .........................     205,816     209,368      225,681

Gross Profit ..............................      40,378      41,823       41,668
Operating Profit ..........................      19,664      25,730       20,152
Net Earnings ..............................       4,897       8,767        5,397

                                                 1999       1998          1997
                                              ---------   ---------    ---------
Other Measurement Data:
Pounds of Product Shipped .................     165,515     166,260      154,930
Gross Sales - Products ....................   $ 258,598   $ 259,269    $ 244,760
Gross Sales Price per Pound ...............       1.562       1.559        1.580
Adjusted EBITDA ...........................      26,889      26,765       29,970
Adjusted EBITDA per Pound .................       0.162       0.161        0.193
Average Market Price of Aluminum per Pound        0.651       0.672        0.775
Market Price of Aluminum per Pound at
Period-End ................................       0.787       0.599        0.797

     Aluminum  Prices.  For  1999,  approximately  54%,  and for 1998 and  1997,
approximately  60% of the Company's cost of sales - products reflect the cost of
aluminum, its principal raw material. The Company seeks to manage aluminum price
fluctuations,  which can be  volatile,  principally  either by passing  aluminum
prices through to customers by systematic  market  indexed  pricing or by fixing
the  cost of  aluminum  by  hedging  against  committed  fixed  price  sales  to
customers.  As a  result,  increases  and  decreases  in  aluminum  prices  have
generally  caused similar  increases and decreases in selling prices,  sales and
costs of sales,  and generally have had little impact on the Company's  level of
profitability for the periods described herein.

     Business  Activity.  The  Company's  experience  indicates  that  pounds of
product  shipped  has a direct  impact  on  profitability,  since a  significant
portion of the Company's operating costs are semi-variable or fixed. The Company
defines  pounds of  product  shipped as the  weight of all  extrusions  shipped,
including those pounds transferred within the Company from which it manufactures
fabricated  parts,  components  and  assemblies,  but  excluding  the  pounds of
aluminum related to excess metal sales as described herein.

     Financial  and Other  Measures.  The Company  believes  that its ability to
manage its sales spread (gross sales minus aluminum costs), control variable and
semi-variable  spending and minimize its fixed cost  structure  are  significant
determinants of profitability  and resultant cash flow. The Company,  therefore,
monitors its sales spread per pound,  variable and semi-variable costs per pound
and fixed costs per pound,  focusing on  operating  profit as a key  performance
measure.  In addition,  the Company monitors  Adjusted EBITDA, as it is relevant
for debt covenant


                                       13
<PAGE>

analysis under the New Credit  Agreement (as defined  herein) and it can also be
used as a measure of the Company's ability to service its debt.

     LIFO  Inventory.  The  Company  values  its  aluminum  inventory  under the
last-in,  first-out  (LIFO) method.  During periods of rising  aluminum  prices,
compared  to  historical  LIFO  inventory  values,  the  Company  may incur LIFO
charges, which will reduce taxable income, and when aluminum prices subsequently
decline,  the Company may recognize  LIFO income,  which will  increase  taxable
income.  As a result of  fluctuations  in  earnings  levels  resulting  from the
application of LIFO,  the Company  excludes LIFO charges and income from certain
measures, such as Adjusted EBITDA.

     Excess Metal Sales.  The Company's  policy is to sell excess metal (primary
aluminum  ingot and  billet)  on the open  market  when  necessary  to  maintain
aluminum inventory levels consistent with near-term  business needs.  Imbalances
in inventory can arise from the ongoing and efficient operation of the Company's
casting facility and from the Company's obligations to purchase fixed amounts of
primary aluminum ingot and billet under long-term supply agreements. The sale of
excess  metal,  which also reflects  aluminum  price  fluctuations,  has minimal
effect on profit performance since the prices of metal bought and metal sold are
closely matched. Pounds of excess metal sold are not included in the calculation
of pounds of product  shipped,  the  Company's  primary  indicator  of  business
activity.  In the normal  course of business,  the Company also sells  secondary
aluminum billet and aluminum scrap, which are not accounted for as excess metals
sales.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

     The  Company's net sales  decreased to $246.2  million in 1999 from $ 251.2
million  in 1998,  a  decrease  of $5.0  million  or 2.0%.  Net sales - products
decreased to $246.2  million in 1999 from $247.7  million in 1998, a decrease of
$1.5  million  or 0.6%.  Gross  sales of value  added  products  increased  $9.2
million, or 6.5%, to $151.4 in 1999 from $142.2 million in 1998. The increase in
value  added sales  reflected  the  introduction  of a  significant  fabrication
program  with a large  transportation  account.  Gross  sales  of mill  finished
extrusions  decreased  $9.5  million,  or 8.1%,  to $107.5  million in 1999 from
$117.0  million in 1998.  The gross  sales  price per pound  increased  by 0.4%,
reflecting a higher percentage of value added sales as compared to mill finished
sales and an improved customer and product mix in value added sales , offsetting
the  effect of a decrease  of $0.021 in the  average  market  price per pound of
aluminum and a changing customer and product mix in mill finished sales.

     Pounds of product shipped  decreased 0.8 million pounds, or 0.5-%, to 165.5
million  in 1999 from 166.3  million  pounds of  product  shipped  in 1998.  The
decrease in shipments reflected a reduction in effective capacity from the level
of the prior year as a result of a management decision to limit overtime and the
use of temporary  workers.  Shipments to commercial  construction  increased 0.8
million  pounds,  primarily due to increased  shipments to a number of specialty
products manufacturers, offset by reduced shipments to air handling accounts. In
residential  construction,  shipments  decreased 5.5 million pounds,  reflecting
reduced demand at some door and window accounts as well as a management decision
to limit  capacity  allocated  to lower  margin  residential  door,  window  and
manufactured housing accounts. Shipments to transportation increased 4.5 million
pounds,  primarily due to increased business with major truck, bus and specialty
vehicle  manufacturers.  In consumer durables,  shipments  increased 1.3 million
pounds,  reflecting  increased  shipments to manufacturers of pleasure boats and
office  furniture.  Shipments  to  equipment/electrical  decreased  1.1  million
pounds,  primarily  due to  decreased  shipments to a  manufacturer  of material
handling   systems.   The  decrease  of  0.8  million  pounds  of  shipments  to
distributors/other  reflected a management  decision to limit capacity allocated
to select lower margin distributor accounts.

     Cost of sales  decreased to $205.8  million in 1999 from $209.4  million in
1998, a decrease of $3.6 million or 1.7%. Cost of sales - products  decreased to
$204.4  million in 1999 from $208.6  million in 1998, a decrease of $4.2 million
or 2.0%. This decrease  resulted from a $16.3 million decrease in aluminum costs
partially offset by a $12.1 million increase in operating costs.  Variable costs
per pound  increased  to $0.512 in 1999 from $0.442 in 1998,  a change of $0.070
per  pound.  This  increase  was  primarily  due to  increases  in labor  costs,
purchased   services  and


                                       14
<PAGE>

maintenance expenses related to the accelerated  introduction of the significant
new fabrication  program at Sidney,  Ohio and increased  maintenance  activities
related to improving extrusion press, paint and anodizing line utilization.

     Gross profit decreased to $40.4 million in 1999 from $41.8 million in 1998,
a decrease of $1.4 million or 3.3%.

     Selling,  general and administrative expenses increased to $20.7 million in
1999 from $16.1  million in 1998,  an  increase of $4.6  million or 28.6%.  This
increase is  attributable  to  increases in  compensation  costs of $0.9 million
resulting from the employment of new management  personnel,  non-recurring costs
of $0.3 million related to the  significant  new fabrication  program at Sidney,
Ohio,  an  increase  of  $3.2  million  related  to the  termination  and  prior
curtailment  of the  Retirement  Plan  for  Salaried  Employees  (a loss of $1.6
million in 1999 and a gain of $1.6 million in 1998),  non-recurring professional
fees of $0.4 million for a profit system consulting engagement, and increases of
$1.1 million in other selling and administrative expenses as well as expenses of
$1.9 million for environmental remediation, which occurred in 1998, and the loss
of $0.6 million of  miscellaneous  income  received from an insurance  refund in
1998.

     Operating  profit  decreased to $19.7 million in 1999 from $25.7 million in
1998, a decrease of $6.0 million or 23.3%.

     Interest  expense,  net of interest  income,  was $10.8 million in 1999 and
1998,  respectively.  Income tax expense  decreased to $3.9 million in 1999 from
$6.2 million in 1998, a decrease of $2.3  million,  or 37.1%.  The effective tax
rates for the years  ended  December  31,  1999 and 1998 were  44.3% and  41.3%,
respectively,  which differed from the federal  statutory rate of 35% due to the
goodwill amortization and state income taxes.

     As a result of the above factors, net earnings decreased to $4.9 million in
1999 from $8.8 million in 1998, a decrease of $3.9 million or 44.3%.

     Adjusted EBITDA, as previously  defined herein,  increased to $26.9 million
in 1999 from $26.8  million in 1998,  an increase of $0.1  million or 0.4%.  The
increase in Adjusted  EBITDA  consisted  of an increase in sales spread of $16.2
million,  offset  by an  increase  in  operating  costs of $15.9  million  and a
decrease of $0.2 million from slightly  reduced  sales  volume.  The increase in
sales spread  resulted  from a  significant  increase in value added sales and a
relatively modest increase in aluminum prices in the last three quarters of 1999
since market  indexed  prices  charged to customers  increased  relatively  more
rapidly than the costs  charged from  aluminum  inventory.  Adjusted  EBITDA per
pound increased  $0.001 to $0.162 in 1999,  reflecting  slightly higher Adjusted
EBITDA on slightly lower pounds of product shipped.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

     The  Company's net sales  decreased to $251.2  million in 1998 from $ 267.3
million in 1997,  a  decrease  of $16.1  million  or 6.0%.  Net sales - products
increased to $247.7  million in 1998 from $235.5 million in 1997, an increase of
$12.2  million or 5.2%.  Gross  sales of value  added  products  increased  $7.4
million,  or 5.5%, to $142.2 in 1998 from $134.8 million in 1997. Gross sales of
mill finished  extrusions  increased $7.0 million, or 6.4%, to $117.0 million in
1998 from $110.0  million in 1997.  The gross sales price per pound  declined by
1.3%, reflecting a higher percentage of mill finished sales as compared to value
added sales,  the effect of a decrease of $0.103 in the average market price per
pound of aluminum, and a changing customer and product mix in value added sales,
offset by an improved customer and product mix in mill finished sales.

     Pounds of product shipped increased 11.4 million pounds, or 7.4-%, to 166.3
million in 1998 from 154.9 million pounds of product shipped in 1997.  Shipments
to  commercial   construction  increased  2.2  million  pounds,  with  increased
shipments  for  several  large  architectural   projects  offsetting   decreased
shipments to the commercial door and window market. In residential construction,
shipments  increased  1.2 million  pounds,  reflecting  increased  shipments  to
suppliers to the mobile and  manufactured  home market  counteracting  decreased
shipments to suppliers to the residential  door and window market.  Shipments to
transportation  increased  4.0  million  pounds,  with


                                       15
<PAGE>

increased  shipments to manufacturers of truck trailers,  golf carts and utility
vehicles  and  manufacturers  of  specialty  automobile  and truck  accessories,
offsetting  declines in delivery van accounts.  In consumer durables,  shipments
increased 2.1 million pounds, reflecting increased shipments to manufacturers of
pleasure boats and office furniture. Shipments to equipment/electrical decreased
1.0 million  pounds,  primarily  due to  decreased  shipments  to one  specialty
industrial  account that was  adversely  impacted by a General  Motors strike in
1998.  The increase of 2.9 million  pounds of  shipments  to  distributors/other
resulted mainly from increased  shipments to distributors of specialty  products
serving the  southeastern  and  midwestern  markets and  increased  shipments to
distributors in Puerto Rico serving the Caribbean basin.

     Cost of sales  decreased to $209.4  million in 1998 from $225.7  million in
1997, a decrease of $16.3 million or 7.2%. Cost of sales - products increased to
$208.6 million in 1998 from $192.2 million in 1997, an increase of $16.4 million
or 8.5%. This increase  resulted from a $8.8 million increase in operating costs
and a $7.6  million  increase  in  aluminum  costs.  Variable  costs  per  pound
increased  to $0.442 in 1998 from $0.423 in 1997,  a change of $0.019 per pound.
This  increase was primarily due to  additional  costs  associated  with a major
upgrade of an extrusion  press,  the effect of a 4 1/2 week work stoppage at one
plant location,  additional  overtime costs incurred in response to the increase
in sales volume and the effect of initial lower productivity  related to the use
of temporary help and the hiring of new personnel.

     Gross profit increased to $41.8 million in 1998 from $41.7 million in 1997,
an increase of $0.1 million or 0.2%.

     Selling,  general and administrative expenses decreased to $16.1 million in
1998 from $21.5  million  in 1997,  a decrease  of $5.4  million or 25.1%.  This
decrease is primarily attributable to a decrease in compensation expense of $5.4
million,  of which $4.1  million  related to the  settlement  of employee  stock
options as part of the  Recapitalization  (as defined  herein) and $1.3  million
related to  reduced  incentive  compensation.  A gain of $1.6  million  from the
curtailment of the Retirement Plan for Salaried Employees offsets an increase in
costs of $1.6 million for environmental remediation.

     Operating  profit  increased to $25.7 million in 1998 from $20.2 million in
1997, an increase of $5.5 million or 27.2%.

     Interest  expense,  net of interest  income,  increased to $10.8 million in
1998 from $8.4  million in 1997,  an  increase  of $2.4  million or 28.6%.  This
increase was mainly  attributable to the increase in debt outstanding and higher
effective interest rates as a result of the Recapitalization,  offset in part by
an increase in interest income.  Income tax expense increased to $6.2 million in
1998 from $5.1  million in 1997,  an increase  of $1.1  million,  or 21.6%.  The
effective  tax rates for the years ended  December  31, 1998 and 1997 were 41.3%
and 43.1%,  respectively,  which differed from the federal statutory rate of 35%
due to the goodwill amortization and state income taxes.

     In 1997, the Company incurred an extraordinary loss of $1.3 million (net of
applicable  income taxes of $0.8 million) on the  refinancing of debt related to
the Recapitalization.

     As a result of the above factors, net earnings increased to $8.8 million in
1998 from $5.4 million in 1997, an increase of $3.4 million or 63.0%.

     Adjusted EBITDA, as previously  defined herein,  decreased to $26.8 million
in 1998 from $30.0  million in 1997,  a decrease of $3.2  million or 10.7%.  The
decline in  Adjusted  EBITDA  consisted  of a decrease  in sales  spread of $2.4
million and an  increase  in  operating  costs of $4.5  million,  offset by $3.7
million from increased  sales volume.  The decrease in sales spread was affected
by a continuing  decrease in aluminum prices in 1998 since market indexed prices
charged to customers  declined more rapidly than the costs charged from aluminum
inventory.  Adjusted  EBITDA  per  pound  decreased  $0.032  to  $0.161 in 1998,
reflecting both lower Adjusted EBITDA and increased pounds of product shipped.


                                       16
<PAGE>

Liquidity and Capital Resources

     The Company has historically obtained funds from its operations,  augmented
by borrowings under various credit  agreements.  Aluminum price changes increase
or decrease  working  capital  requirements  since the dollar  value of accounts
receivable,  inventories  and accounts  payable  reflect these changes.  Working
capital  requirements  are generally  higher during  periods of higher  aluminum
prices.

     As of December  31,  1999,  the  Company had $105  million of New Notes (as
defined herein)  outstanding and no borrowings under the New Credit Facility (as
defined  herein).  The  significant  indebtedness  incurred  by the Company as a
result of the Recapitalization in 1997 had several important  consequences,  the
foremost  being that interest  expense is now  substantially  higher than it had
been prior to the  Recapitalization.  The  ability of the Company to satisfy its
obligations  pursuant to such indebtedness,  including pursuant to the New Notes
and the  Indenture  (under which the New Notes were  issued),  will be dependent
upon the  Company's  future  performance,  which,  in turn,  will be  subject to
management,  financial  and other  business  factors  affecting the business and
operations of the Company,  some of which are not in the Company's control.  The
Company's  liquidity may also be impacted by environmental  and other regulatory
matters.

     On March 1,  2000,  the  Company  notified  holders of the New Notes of its
intention to redeem all of the  outstanding  New Notes at a redemption  price of
107.92% of the  principal  amount plus  accrued and unpaid  interest to, but not
including,  March 31,  2000 (the  "Redemption  Date").  The  Company  expects to
complete  redemption  of all of the  New  Notes  on  the  Redemption  Date.  The
aggregate redemption price will be paid by Norsk Hydro on behalf of the Company.

     The Company  currently  believes that cash flow from operating  activities,
together  with  borrowings  available  under the New  Credit  Facility,  will be
sufficient  to fund  currently  anticipated  working  capital  needs and capital
expenditure  requirements for at least several years.  However,  there can be no
assurance that this will be the case.

Cash Flows from Operating Activities

     Cash provided by operations in 1999,  1998 and 1997 was $8.1 million,  $8.7
million and $5.3 million , respectively.  In 1999, cash flow decreased primarily
as a result of reduced net earnings,  reflecting  among other things,  increased
costs  related to the  accelerated  introduction  of a  significant  fabrication
program with a major transportation account. In addition, cash flow decreased as
a result of increases in accounts  receivable  and  inventories  resulting  from
increased levels of business  activity and increased  aluminum prices.  In 1998,
cash flow  increased  primarily  because of improved net earnings and  continued
emphasis on working capital  management,  particularly  accounts  receivable and
inventories.  In  addition,  cash flow  increased  as a result of  decreases  in
accounts  receivable and inventories from decreased  aluminum prices despite the
increased level of business activity.  In 1997, cash flow decreased primarily as
a result of reduced net  earnings,  reflecting  the  non-recurring  compensation
charge and  increased  interest  costs.  In addition,  cash flow  decreased as a
result of  increases  in accounts  receivable  and  inventories  resulting  from
increased levels of business activity and increased aluminum prices.

     Total  working  capital  at  December  31,  1999,  1998 and 1997 was  $38.0
million, $32.3 million and $30.0 million,  respectively.  In 1999, cash and cash
equivalents  increased  $0.6  million  to $8.2  million.  Increases  in  current
liabilities of $2.6 million were offset by larger  increases in current  assets,
particularly  accounts  receivable  and  inventories.  In  1998,  cash  and cash
equivalents increased $2.3 million to $7.6 million.  Decreases in current assets
of $1.1  million  were  offset  by  larger  decreases  in  current  liabilities,
particularly  accounts payable  relating to metal  purchases.  In 1997, cash and
cash equivalents increased $5.1 million to $5.4 million due in part to the terms
and  conditions  of the New Notes  outstanding  (see Cash Flows  from  Financing
Activities). Increases in other working capital accounts reflected the impact of
increased  business  activity,  the effect of rising  aluminum  prices,  and the
change in timing of interest payments.


                                       17
<PAGE>

Cash Flows from Investing Activities

     Expenditures for property,  plant and equipment in 1999, 1998 and 1997 were
$5.7 million, $3.3 million and $3.0 million, respectively. During the last three
years,  the Company has  successfully  increased its casting capacity by 15% and
capacities  on  five  extrusion  presses  by  an  average  of  11%  without  the
acquisition of expensive new equipment. The Company also made investments in CNC
mills,  benders, saws and presses to increase its fabrication  capabilities.  In
1999, the Company enhanced its fabrication manufacturing capabilities in Sidney,
Ohio, in response to the introduction of a significant  fabrication program with
a  large   transportation   account.   Capital  investments  included  leasehold
improvements  related to a move to a new leased  manufacturing  facility and the
purchase of new fabrication equipment and tooling.

     Under the  ownership  of Norsk  Hydro,  the Company will be preparing a new
capital  expenditure  program for the years  2000-2004.  In its original capital
expenditure  program,  the Company  expected to make capital  expenditures of at
least $3.5 million in 2000 and 2001 and approximately $3.5 million annually from
2002 through 2004.  Approximately $1.0 million of the annual expenditure for the
years  2000-2004  was  expected  to be used  for  maintenance  capital  with the
remainder invested in productivity improvements and capacity enhancements.

     In  2000,  the  Company  plans to  initiate  the  acquisition  of a new 10"
extrusion  press  rather  than  rebuild an  existing  10"  extrusion  press.  In
addition, for the years 2000 through 2004, the Company will continue its program
of updating and  modernizing  its extrusion  presses,  increasing  the extrusion
capacity of each press by at least 10% per press and reducing scrap generated in
the process by 1.5%.  The  Company  believes  that by  upgrading  its  extrusion
presses,  the Company will receive 90% of the productivity  benefits realized by
replacing equipment but at 50% of the capital investment  required.  The Company
will continue to invest  selectively  in advanced  computer  isothermal  control
equipment,   where  cost   justified,   to  further   enhance   extrusion  press
productivity.

Cash Flows from Financing Activities

     Cash used in financing activities was $1.8 million and $3.1 million in 1999
and 1998, respectively,  as compared to cash provided by financing activities of
$2.8 million in 1997.  Cash used in financing  activities  in 1999  included the
payment of a cash  dividend  offset by cash  received  on the  exercise of stock
options.  Cash used in financing  activities in 1998 included the  repurchase of
common stock (as described herein).  Cash provided from financing  activities in
1997 resulted from the Recapitalization of the Company (as defined herein).

     On May 28,  1997,  the  Company  issued and sold $105.0  million  principal
amount of 10.125%  Series A Senior Notes (the "Notes") due 2005.  The Company is
required  to make  semi-annual  payments  of interest on the Notes on June 1 and
December 1 of each year.  As of May 28, 1997,  the Company used a portion of the
proceeds  from the  issuance of the Notes to repay an existing  credit  facility
(the "Old Credit  Facility") of $21.2  million  outstanding  (including  accrued
interest and agency  fees) and to retire its $16.3  million  (including  accrued
interest and a prepayment  penalty for the early  retirement of debt) of 14.125%
Senior Subordinated Notes due 2001 (the "Subordinated Notes"). Upon the issuance
of the Notes,  the Company  entered into a new credit  facility (the "New Credit
Facility"),  which  provides a $15.0  million  secured line of revolving  credit
maturing on the last business day of June 2002.  Under the New Credit  Facility,
the Company is required to make  payments of interest on a monthly or  quarterly
basis. As of December 31, 1999 and 1998, there were no loans  outstanding  under
the New Credit Facility.

     The offering of the Notes,  the repayment of the Old Credit  Facility,  the
retirement  of the  Subordinated  Notes,  and the entering  into of a New Credit
Facility  were  part  of  an  overall   recapitalization  of  the  Company  (the
"Recapitalization").  As  part  of  the  Recapitalization,  the  Company  used a
substantial  portion of the proceeds  received from the issuance and sale of the
Notes to pay a special  cash  dividend  to holders of its common  stock,  settle
existing employee stock options, and repurchase, or offer to repurchase,  shares
of common stock held by certain stockholders.


                                       18
<PAGE>

     In 1997,  the Company paid a special cash dividend of $62.00 per share,  or
$56.0  million,  to holders of common stock,  paid an aggregate of $37.5 million
for the  repayment  and  retirement  of debt,  and  paid  $1.2  million  for the
repurchase and retirement of 152,100 shares of Class A Common Stock from certain
shareholders. The Company also incurred $4.1 million of compensation expense and
issued  158,042.5  shares of Class A Common Stock  related to the  settlement of
employee  stock  options.  The  compensation  expense  represents the difference
between  fair market value and the exercise  price on the  settlement  of 57,000
employee  stock options and $0.9 million of bonuses paid to satisfy a portion of
income  taxes  incurred  by option  holders as a result of  receiving  shares of
common stock.

     On November 7, 1997,  the  Company  consummated  an exchange of 100% of the
Notes for $105.0  aggregate  principal  amount of 10.125%  Series B Senior Notes
(the "New Notes") due 2005,  which are  registered  under the  Securities Act of
1933, as amended.

     In October 1998,  the Company  entered into a Stock  Purchase  Agreement to
repurchase all of the shares of Class A common stock of the Company owned by CVG
Industria  Venezolana de Aluminio,  C.A.  ("Venalum") for an aggregate  purchase
price of $3.1 million.  On November 13, 1998, the repurchase was completed,  and
as of that  date,  Venalum  no longer  owned any  shares of common  stock of the
Company.

Declaration and Payment of Cash Dividend

     On December 9, 1998, the Board of Directors of the Company  declared a cash
dividend of $2.64 per share of Class A common  stock,  or $1.9  million,  to the
holders of its Class A common stock, which was paid on January 12, 1999.

Futures Contracts and Forward Sales Contracts

     In the normal  course of business,  the Company  enters into forward  sales
contracts  with certain  customers for the sale of fixed  quantities of finished
products at  scheduled  intervals.  The aluminum  cost  component of the forward
sales  contract  is fixed for the  duration  of the  contract,  based on forward
market prices at the  inception of the contract.  In order to hedge its exposure
to aluminum price volatility  under these forward sales  contracts,  the Company
enters into aluminum  futures  contracts (a financial  hedge) based on scheduled
deliveries.

     At December  31,  1999,  the Company was party to $9.7  million of aluminum
futures contracts through nationally  recognized brokerage firms and major metal
brokers.  These aluminum futures  contracts are for periods between January 2000
and October 2000, covering 14.4 million pounds of aluminum at prices expected to
be settled financially in cash as they reach their respective  settlement dates.
The market value of these  aluminum  futures  contracts at December 31, 1999 was
$10.8  million.  The  Company  does not  engage in any  speculative  trading  of
aluminum futures contracts.

LIFO Adjustment and Inflation

     The largest  component  of the  Company's  cost of sales is  aluminum,  its
principal raw material. Aluminum costs can be volatile, and reported results may
vary due to LIFO  adjustments,  as previously  discussed.  With the exception of
LIFO  adjustments,  the  Company  does  not  believe  that  inflation  has had a
significant impact on its results of operations for the years ended December 31,
1999, 1998 and 1997.

Seasonality

     The Company  generally does not experience  significant  seasonality in its
business.  However,  working capital requirements are often higher and operating
results are often lower  during the fourth  quarter  principally  due to reduced
shipments of product and increased inventory due to the decrease in sales during
the holiday season and increased  accounts  receivable due to customers delaying
payment until after the year-end.


                                       19
<PAGE>

Year 2000 Systems Compliance

     The year 2000 issue arose out of the fact that many computer  programs were
written  using two digits to  identify  the  applicable  year  rather  than four
digits.  It was feared that computer  programs with  date-sensitive  software or
equipment with embedded date-sensitive technology might misinterpret a two-digit
year  code.  This  error  could  result  in  system  or  equipment  failures  or
miscalculations  and  disruptions  of  operations.  As of December 31, 1999, the
Company had completed all aspects of its year 2000 readiness program and through
March 3, 2000, the Company has not experienced any significant  problems related
to the year 2000 issue.

Retirement Plan for Salaried Employees

     In  1998,  the  Company  recorded  a gain of $1.6  million  related  to the
curtailment of the Retirement Plan for Salaried Employees.  In 1999, the Company
recorded  expenses of  approximately  $1.6 million  associated with settling the
Retirement Plan for Salaried  Employees.  These expenses  included  professional
fees of $0.1 million and a loss of $1.5 million  related to the  termination  of
the Retirement Plan for Salaried Employees.

     In 1999, the Company amended the Wells Aluminum  401(k)  Retirement Plan to
provide for additional  employee  contributions and a profit sharing feature for
salaried  employees  funded at the  discretion  of the Board of Directors of the
Company.  The Company's  expense  related to the profit  sharing  feature of the
Wells Aluminum 401(k) Retirement Plan was $550,000 in 1999.

Commitments and Contingencies

     At December 31, 1999, the Company has commitments  with nine North American
suppliers  to purchase  101.4  million  pounds of primary  aluminum and aluminum
billet from January 2000 through  December 2000 at current  market prices at the
specified  delivery dates.  Management  expects that such quantities of aluminum
will be utilized in the normal  course of  operations  during the terms of these
agreements.

     In the normal course of business, the Company has received notice of claims
asserting  potential  liability  under various  federal and state  environmental
laws. The Company accrues for losses associated with  environmental  remediation
obligations when such losses are probable and reasonably  estimable.  Based upon
information  that is currently  available,  management  does not expect that the
resolution of  environmental  claims will have a material  adverse effect on the
Company.  However, given the inherent uncertainties in evaluating  environmental
exposure,  it is  not  possible  to  predict  the  amount  of  future  costs  of
environmental claims which may be subsequently  determined.  The Company has not
anticipated  any insurance  proceeds or third-party  payments in determining its
estimated liability for environmental remediation.

     The  Company  is also a party to a  number  of other  lawsuits  and  claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits and other  proceedings  against the Company  cannot be  predicted  with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Company and its operations.

Subsequent Event

     On February 23, 2000,  pursuant to a Stock Purchase  Agreement  among Norsk
Hydro,  Norsk Hydro USA L.P. and the  stockholders  of the Company,  Norsk Hydro
acquired  all of the  outstanding  shares of Class A common stock of the Company
for approximately $58 million.  In connection with the sale of the Company,  all
of the Company's outstanding stock options were settled during the first quarter
of 2000.


                                       20
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         See "Item 1.  Business - Pricing  and  Hedging  Programs"  and "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations - Future Contracts and Forward Sales Contracts."


                                       21
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          Index to Financial Statements

                                                                           Page
                                                                           ----
Report of Independent Auditors...............................................23
Balance Sheets as of December 31, 1999 and 1998..............................24
Statements of Operations for the years ended
   December 31, 1999, 1998 and 1997..........................................25
Statements of Stockholders' Equity for the years ended
   December 31, 1999, 1998 and 1997..........................................26
Statements of Cash Flows for the years ended
   December 31, 1999, 1998 and 1997..........................................27
Notes to Financial Statements................................................28
Schedule II -- Valuation and Qualifying Accounts.............................40


                                       22
<PAGE>

                         Report of Independent Auditors


The Board of Directors
Wells Aluminum Corporation

     We  have  audited  the  accompanying   balance  sheets  of  Wells  Aluminum
Corporation  (the  "Company") as of December 31, 1999 and 1998,  and the related
statements of  operations,  stockholders'  equity and cash flows for each of the
three years in the period ended  December 31, 1999. Our audits also included the
financial  statement  schedule  in the  Index  at Item  14(a).  These  financial
statements and schedule are the responsibility of the Company's management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule 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 Wells Aluminum  Corporation
as of December  31, 1999 and 1998,  and the results of  operations  and its cash
flows for each of the three years ended  December 31, 1999, in  conformity  with
accounting  principles  generally  accepted in the United  States.  Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  present  fairly  in all
material respects the information set forth therein.


                                                       /s/ Ernst & Young LLP

March 3, 2000
Baltimore, Maryland



                                       23
<PAGE>

<TABLE>
<CAPTION>

                           WELLS ALUMINUM CORPORATION
                                 BALANCE SHEETS
                             (Dollars in Thousands)
                                                                                          December 31,
                                                                                      1999           1998
                                                                                      ----           ----
                                Assets
                                ------
Current assets:
<S>                                                                                <C>             <C>
    Cash and cash equivalents ................................................     $  8,239        $  7,619
    Accounts receivable, principally trade, less allowances of $469 and $442 .       30,915          26,213
    Inventories ..............................................................       23,213          20,394
    Other current assets .....................................................        2,479           2,319
                                                                                   --------       ---------
        Total current assets ................................................        64,846          56,545
Property, plant and equipment, at cost less accumulated depreciation ........        30,994          28,276
Debt issuance costs, net of accumulated amortization of  $1,605 and $984 ....         3,144           3,765
Goodwill, net of accumulated amortization of $14,850 and $13,662 ............        32,174          33,362
Other assets ................................................................         2,255           2,530
                                                                                   --------       ---------
        Total assets ........................................................     $ 133,413       $ 124,478
                                                                                   --------       ---------
                    Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable, principally trade .....................................     $  19,800       $  14,186
    Accrued expenses ........................................................         7,019          10,053
                                                                                   --------       ---------
        Total current liabilities ...........................................        26,819          24,239
Long-term debt, less current portion ........................................       105,000         105,000
Deferred income taxes .......................................................         5,243           5,446
Deferred benefit plan obligations ...........................................         3,349           2,572
                                                                                   --------       ---------
        Total liabilities ...................................................       140,411         137,257
                                                                                   --------       ---------
Stockholders' equity:
    Common stock, Class A, par value $0.01 per share, 1,100,000 shares
        authorized, 744,392.5 and 728,642.5 shares issued ...................             7               7
    Additional paid-in capital ..............................................           126              --
    Accumulated deficit .....................................................        (6,914)        (11,811)
    Additional minimum pension liability ....................................          (217)           (975)
                                                                                   --------       ---------
        Total stockholders' equity ..........................................        (6,998)        (12,779)
                                                                                   --------       ---------
        Total liabilities and stockholders' equity ..........................     $ 133,413       $ 124,478
                                                                                  =========       =========
</TABLE>

See accompanying notes.


                                       24
<PAGE>

                           WELLS ALUMINUM CORPORATION
                            STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                                    1999         1998         1997
                                                                    ----         ----         ----
<S>                                                              <C>          <C>          <C>
Net sales .................................................      $ 246,194    $ 251,191    $ 267,349
Cost of sales .............................................        205,816      209,368      225,681
                                                                 ---------    ---------    ---------
Gross profit ..............................................         40,378       41,823       41,668
Selling, general and administrative expenses ..............         20,714       16,093       17,446
Compensation from settlement of employee stock options ....             --           --        4,070
                                                                 ---------    ---------    ---------
Operating profit ..........................................         19,664       25,730       20,152
Interest expense, net of interest income ..................         10,838       10,806        8,390
                                                                 ---------    ---------    ---------
Earnings before income taxes and extraordinary item .......          8,826       14,924       11,762
Income taxes ..............................................          3,929        6,157        5,073
                                                                 ---------    ---------    ---------
Earnings before extraordinary item ........................          4,897        8,767        6,689
Extraordinary loss on refinancing of debt,
    net of  applicable income taxes of $826 ...............             --           --       (1,292)
                                                                 ---------    ---------    ---------
Net earnings ..............................................       $  4,897     $  8,767    $   5,397
                                                                 =========     ========    =========
</TABLE>

See accompanying notes.


                                       25
<PAGE>

                           WELLS ALUMINUM CORPORATION

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                                                                           Accumu-         Additional
                                                                         Additional        lated            Minimum
                                                           Common         Paid-In        Earnings           Pension
                                                           Stock          Capital         (Deficit)         Liability         Total
                                                           -----          -------         ---------         ---------         -----
<S>                                                           <C>         <C>              <C>                <C>            <C>
Balance at December 31, 1996 ..................               9           24,390           10,565             (492)          34,472
                                                       --------         --------         --------         --------         --------
     Net earnings for 1997 ....................              --               --            5,397               --            5,397
    Change in additional minimum
        pension liability,
        net of tax of $3 ......................              --               --               --                5                5
                                                       --------         --------         --------         --------         --------
    Comprehensive income ......................              --               --            5,397                5            5,402
    Dividend declared .........................              --          (24,390)         (31,600)              --          (55,990)
    Repurchase of common stock ................              (2)             (48)          (1,167)              --           (1,217)
    Settlement of stock options ...............               2            1,263               --               --            1,265
                                                       --------         --------         --------         --------         --------
Balance at December 31, 1997 ..................               9            1,215          (16,805)            (487)         (16,068)
                                                       --------         --------         --------         --------         --------
    Net earnings for 1998 .....................              --               --            8,767               --            8,767
    Change in additional minimum
        pension liability,
        net of tax of $312 ....................              --               --               --             (488)            (488)
                                                       --------         --------         --------         --------         --------
    Comprehensive income
        (expense) .............................              --               --            8,767             (488)           8,279
    Repurchase of common stock ................              (2)            (241)          (2,823)              --           (3,066)
    Dividend declared .........................              --             (974)            (950)              --           (1,924)
                                                       --------         --------         --------         --------         --------
Balance at December 31, 1998 ..................               7               --          (11,811)            (975)         (12,779)
                                                       --------         --------         --------         --------         --------
    Net earnings for 1999 .....................              --               --            4,897               --            4,897

    Change in additional minimum
        pension liability,
        net of tax of $485 ....................              --               --               --              758              758
                                                       --------         --------         --------         --------         --------
    Comprehensive income ......................              --               --            4,897              758            5,655
    Exercise of stock options .................              --              126               --               --              126
                                                       --------         --------         --------         --------         --------
Balance at December 31, 1999 ..................        $      7         $    126         $ (6,914)        $   (217)        $ (6,998)
                                                       ========         ========         ========         ========         ========
</TABLE>

See accompanying notes.

                                       26
<PAGE>

                           WELLS ALUMINUM CORPORATION

                            STATEMENTS OF CASH FLOWS

                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                                                                        Year Ended
                                                                                                                        December 31,
                                                                                      1999               1998               1997
                                                                                  ---------           ---------           ---------
<S>                                                                               <C>                 <C>                 <C>
Operating activities:
Net earnings ...........................................................          $   4,897           $   8,767           $   5,397
Adjustments  to  reconcile  net  earnings  to
  net  cash  provided  by  operating activities:
        Depreciation and amortization ..................................              4,813               4,130               4,270
        Settlement of employee stock options ...........................                 --                  --               1,263
        Deferred income taxes ..........................................               (252)               (278)                 30
        Extraordinary loss on refinancing of debt ......................                 --                  --               1,292
        Changes in operating assets and liabilities:
            Accounts receivable, net ...................................             (4,702)              4,386              (8,320)
            Inventories ................................................             (2,819)               (185)               (371)
            Accounts payable and accrued expenses ......................              5,180              (5,825)              2,471
            Other assets and liabilities ...............................              1,022              (2,328)               (728)
                                                                                      -----               -----               -----
Net cash provided by operating activities ..............................              8,139               8,667               5,304
                                                                                      -----               -----               -----

Investing activities:

Purchase of property, plant and equipment ..............................             (5,721)             (3,334)             (3,035)
                                                                                      -----               -----               -----
Net cash used in investing activities .................................             (5,721)             (3,334)             (3,035)
                                                                                    -----               -----               -----
Financing activities:

Principal payments on long-term debt ..................................                 --                  --             (69,791)
Proceeds from long-term debt ..........................................                 --                  --             134,700
Payment of debt issuance costs ........................................                 --                  --              (4,749)
Proceeds from the exercise of stock options ...........................                126                  --                  --
Payment  of cash dividend .............................................             (1,924)                 --             (55,990)
Prepayment penalty on early retirement of debt ........................                 --                  --                (149)
Purchase of common stock ..............................................                 --              (3,066)             (1,215)
                                                                                  ---------           ---------           ---------
Net cash (used in) provided by financing activities ....................             (1,798)             (3,066)              2,806
                                                                                  ---------           ---------           ---------
Net increase in cash and cash equivalents ..............................                620               2,267               5,075
Cash and cash equivalents at beginning of year .........................              7,619               5,352                 277
                                                                                  ---------           ---------           ---------
Cash and cash equivalents at end of year ...............................          $   8,239           $   7,619           $   5,352
                                                                                  =========           =========           =========
</TABLE>

  See accompanying notes.


                                       27
<PAGE>

                           WELLS ALUMINUM CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

         Wells Aluminum  Corporation (the "Company") is a domestic  manufacturer
of aluminum  extruded and fabricated  products sold throughout  North America to
several  diverse  industries  including  building/construction,  transportation,
durable goods and equipment/electrical. Gibbons, Goodwin, van Amerongen ("GGvA")
is the sole general partner of Wells Holdings Limited  Partnership,  which as of
December 31, 1999 owned 75.2% of the outstanding  shares of the Company's common
stock.

Reclassification

         Certain amounts  previously  reported have been reclassified to conform
with the 1999 presentation.

Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires that  management  make  estimates and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying  notes. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.

Cash and Cash Equivalents

         Cash  and  cash  equivalents   include  cash  on  hand  and  short-term
investments with original maturities of three months or less.

Inventories

         The aluminum  component  of  inventories,  representing  62% and 67% of
total inventories at December 31, 1999 and 1998, respectively,  is stated at the
lower of cost or market, using the last-in,  first-out method (LIFO). The labor,
overhead and supplies components of inventories are carried at the lower of cost
or market using the first-in,  first-out  method (FIFO).  The outside  purchased
parts  component of inventories are carried at the lower of cost or market using
the weighted average cost method.

Property, Plant and Equipment

         Property,  plant  and  equipment  is stated  at cost.  Maintenance  and
repairs are charged to operations when incurred,  while expenditures  having the
effect of extending the useful life of an asset are capitalized. Depreciation is
computed using the  straight-line  method over the estimated useful lives of the
assets.  Depreciation  expense for the years ended  December 31, 1999,  1998 and
1997 was $3,003,000, $2,321,000 and $2,489,000, respectively.

Debt Issuance Costs

         Costs incurred to obtain  financing are capitalized and amortized using
the straight-line method over the term of the related financing. Amortization of
debt  issuance  costs is included in the  Statements of Operations as an item of
interest expense, net of interest income.


                                       28
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


1.       Summary of Significant Accounting Policies (Continued)

Goodwill

         The excess of the purchase  price of the Company over the fair value of
the net assets  acquired was recorded as goodwill.  Amortization  is recorded on
the  straight-line  method over forty years.  On a periodic  basis,  the Company
estimates its future  undiscounted  cash flows of the business to which goodwill
relates in order to ensure that the carrying value of such goodwill has not been
impaired.

Credit Risk

         The Company is  potentially  subject to  concentrations  of credit risk
with  accounts  receivable  and futures  contracts.  Although  the Company has a
diverse customer base, 35% and 31% of the accounts receivable balance was due in
aggregate  from five  customers as of December 31, 1999 and 1998,  respectively.
The Company  performs  ongoing  credit  evaluations  of  customers  and does not
require   collateral  for  accounts   receivable.   The  Company  evaluates  the
creditworthiness  of the  counterparties  to the futures contracts and considers
nonperformance risk to be remote.

Pension Plans and Other Postretirement Benefits

     In 1998,  the Company  terminated  its  defined  benefit  pension  plan for
salaried  employees,  with benefits under the plan curtailed effective September
30, 1998, and with plan assets distributed as of December 31, 1999. In 1999, the
Company implemented a defined contribution plan for salaried employees, amending
an existing 401(k) plan, with benefits retroactive to January 1, 1999.

     The  Company  sponsors  several  defined  benefit  pension  plans  covering
substantially  all  employees.  The Company  uses the  "projected  unit  credit"
actuarial  method for  financial  reporting  purposes and the "entry age normal"
actuarial method for funding purposes.

     The Company has historically provided  postretirement medical insurance and
life insurance benefits (primarily for salaried employees). The Company accounts
for  postretirement  benefits by accruing  such benefits  during the  employees'
years of service.

Forward Sales Contracts and Futures Contracts

     In the normal  course of business,  the Company  enters into forward  sales
contracts  with certain  customers for the sale of fixed  quantities of extruded
aluminum at scheduled  intervals  whereby the cost of the aluminum  component of
the contract is fixed for the duration of the contract, based on market price at
the inception of the contract.  In order to hedge its exposure to aluminum price
volatility under these forward sales contracts, the Company enters into aluminum
futures contracts to purchase aluminum,  based on scheduled deliveries under the
forward sales contracts.  Gains and losses on futures  contracts  designated and
effective as hedges of aluminum  price  exposure are recorded as  adjustments to
the cost of inventory.  If it becomes probable that the anticipated  transaction
will not occur as expected, the deferred gain or loss on the hedging transaction
applicable  to the  portion  of the  transaction  that  will not  occur  will be
recognized in income currently.


                                       29
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


1.   Summary of Significant Accounting Policies (Continued)

Forward Sales Contracts and Futures Contracts (Continued)

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
133, Accounting for Derivative  Instruments and Hedging Activities.  The Company
is required to adopt this new  accounting  standard  beginning  January 1, 2001.
Early  adoption of SFAS No. 133 is permitted  as of the  beginning of any fiscal
quarter after its  issuance.  SFAS No. 133 will require the Company to recognize
all  derivatives  on the balance  sheet at fair value.  Derivatives  that do not
qualify as hedges under the new standard  must be adjusted to fair value through
income.  If a derivative  qualifies  as a hedge,  depending on the nature of the
hedge,  changes in fair value of  derivatives  will either be offset against the
change in fair  value of the hedged  assets,  liabilities,  or firm  commitments
through  earnings or recognized in other  comprehensive  income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in value will be  immediately  recognized  in earnings.  The Company has not yet
determined  what effect  SFAS No. 133 will have on its  earnings  and  financial
position.

Related Party Transactions

         During  the  years  ended  December  31,  1998 and  1997,  the  Company
purchased aluminum from CVG Industria  Venezolana de Aluminio C.A.  ("Venalum"),
previously  an owner of  180,362.5  shares of Class A common  stock,  with total
amounts purchased of $5,371,000 and $69,606,000, respectively.

         In 1987, the Company  entered into an agreement with GGvA,  pursuant to
which GGvA provides  financial  advisory and other services to the Company.  For
such  services,  GGvA was paid an annual  retainer of $350,000 in 1999 and 1998,
and $250,000 in 1997, plus  reimbursement  for its  out-of-pocket  expenses.  In
addition,  GGvA  received a fee of $500,000  for  financial  advisory  and other
services in connection  with the  Recapitalization  (as herein defined) in 1997.

Stock-Based Compensation

         As  described  in Note 14,  the  Company  has  elected  to  follow  the
provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for
Stock Issued to Employees,  for stock based compensation.  Pro forma disclosures
required under  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting  for  Stock-Based  Compensation,  are not  included  herein since the
information is not materially different from the amounts reported.

Revenue Recognition

     Sales of the Company's products are generally  unconditional sales that are
recorded when the products are shipped and invoiced.

Business Segments

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 131,
Disclosures  about Segments of an Enterprise and Related  Information,  which is
required to be adopted  effective  December 31, 1998, and requires,  among other
things, that the Company provide financial and descriptive information about its
operating segments.  Under SFAS No. 131, operating segments are components of an
enterprise  about which  separate  financial  information  is available  that is
regularly  evaluated by the enterprise's chief operating decision maker deciding
how


                                       30
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Business Segments (Continued)

to allocate  resources and in assessing  performance.  The Company has evaluated
the  adoption  of the new  standard  and has  concluded  that  it has  only  one
reportable operating segment.

     In  1999  and  1998,  one  customer,  Navistar  International  Corporation,
accounted  for 15.1% and  10.4%,  respectively,  of the  Company's  gross  sales
measured in dollars.

2.   Inventories

         A summary of inventories at December 31 follows (dollars in thousands):

                                                               1999        1998
                                                              -------    -------
Cost for aluminum and FIFO cost for other components:
    Raw materials ........................................    $11,592    $10,233
    Finished goods and work-in-process ...................     12,339      9,589
    Supplies .............................................        705        572
                                                              -------    -------
                                                               24,636     20,394
    Less LIFO reserve ....................................    ( 1,423)        --
                                                              -------    -------
                                                              $23,213    $20,394
                                                              =======    =======

3.   Property, Plant and Equipment

         A summary of  property,  plant and  equipment  at  December  31 follows
(dollars in thousands):

                                                       1999              1998
                                                     --------          --------
Land .......................................         $    816          $    816
Buildings and improvements .................            9,827             9,138
Machinery and equipment ....................           54,950            50,304
Construction in progress ...................              816               576
                                                     --------          --------
                                                       66,409            60,834
Less accumulated depreciation ..............          (35,415)          (32,558)
                                                     --------          --------
                                                     $ 30,994          $ 28,276
                                                     ========          ========

4. Recapitalization

     In May 1997, the Company issued and sold  $105,000,000  principal amount of
10.125%  Series A Senior Notes  ("Series A Notes") due 2005. In connection  with
the  consummation  of the  issuance  and sale of the Notes,  the Company  repaid
existing  indebtedness  and entered into a new bank credit facility  providing a
secured working capital line of $15,000,000, which matures in 2002.

     The  offering  of the  Series A Notes,  the  repayment  of  $20,992,000  of
indebtedness under an old bank credit facility, the retirement of $15,000,000 of
14.125%  Senior  Subordinated  Notes  ("Subordinated  Notes")  due  2001 and the
entering  into  of  a  new  bank  credit   facility  were  part  of  an  overall
recapitalization   of  the   Company   ("Recapitalization").   As  part  of  the
Recapitalization,  the  Company  used a  substantial  portion  of  the  proceeds
received  from the issuance and sale of the Series A Notes to pay a special cash
dividend to holders of its common


                                       31
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


4.   Recapitalization (Continued)

stock,  settle  existing  employee stock options,  and  repurchase,  or offer to
repurchase, shares of common stock held by certain stockholders.

         In 1997,  the Company paid a special cash dividend of $62.00 per share,
or $55,990,000, to the holders of common stock, paid an aggregate of $37,467,000
related to the  repayment or  retirement of debt,  and paid  $1,217,000  for the
repurchase and retirement of 152,100 shares of Class A common stock from certain
shareholders.  The Company also incurred $4,070,000 of compensation  expense and
issued  158,042.5  shares of Class A common stock  related to the  settlement of
employee  stock  options.  The  compensation  expense  represents the difference
between  fair market value and the exercise  price on the  settlement  of 57,000
employee  stock  options and  $900,000  of bonuses  paid to satisfy a portion of
income  taxes  incurred  by option  holders as a result of  receiving  shares of
common stock.

         In November  1997,  the Company  consummated an exchange of 100% of the
Series A Notes for $105,000,000  aggregate  principal amount of 10.125% Series B
Senior Notes due 2005, which are registered under the Securities Act of 1993, as
amended.

5.       Repurchase of Common Stock

         In October 1998, the Company entered into a Stock Purchase Agreement to
repurchase  all of the shares of Class A common  stock of the  Company  owned by
Venalum for an aggregate  purchase price of $3.1 million.  On November 13, 1998,
the repurchase was completed,  and as of that date,  Venalum no longer owned any
shares of common stock of the Company.

6.       Declaration and Payment of Cash Dividend

         On December 9, 1998,  the Board of Directors of the Company  declared a
cash  dividend of $2.64 per share of Class A common stock,  or $1.9 million,  to
the holders of its common stock, which was paid on January 12, 1999.

7.       Accrued Expenses

         A summary of accrued  expenses  at  December  31  follows  (dollars  in
thousands):


                                                             1999          1998
                                                           -------       -------
Interest ...........................................       $   886       $   900
Salaries, wages and other compensation .............         1,427         1,160
Environmental remediation ..........................         1,588         2,100
Cash dividend on common stock ......................            --         1,924
Other ..............................................         3,118         3,969
                                                           -------       -------
                                                           $ 7,019       $10,053
                                                           =======       =======


                                       32
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


8.   Debt Obligations

         Credit Agreement

         In May 1997, the Company  entered into a $15,000,000  credit  agreement
("1997 Credit  Agreement") with Credit Agricole  Indosuez  ("Agent") by amending
and restating a 1994 credit agreement.  The 1997 Credit Agreement with the Agent
is comprised of a $15,000,000  secured line of revolving  credit maturing on the
last business day of June 2002.  Outstanding  balances  under this agreement are
subject to interest,  at the Company's  option,  at either 1.0% over the Agent's
prime  lending  rate or 2.25%  over  LIBOR.  In  addition,  the  Company  pays a
commitment fee of 0.35% per annum on the average daily unused amounts.  The 1997
Credit Agreement also includes available letters of credit of $5,000,000,  which
have not been used by the Company.  There are no additional fees with respect to
unused letters of credit.

         The 1997 Credit Agreement contains numerous covenants, including: (a) a
limitation on the payment of dividends or the repurchase of common stock;  (b) a
restriction on redemption or purchase of any  indebtedness  or the alteration of
terms  of any  indebtedness;  (c) a  restriction  on the  incurrence  of  future
indebtedness,  capital  expenditures,   investments,  liens,  transactions  with
affiliates  and  disposition  of assets;  and (d) the  maintenance  of specified
financial  rations  and minimum net worth.  The Company was in  compliance  with
these covenants at December 31, 1999 and 1998.

     The Company's  obligations  under the 1997 Credit  Agreement are secured by
substantially  all of the  Company's  inventories  and accounts  receivable.  No
borrowings were  outstanding  under the 1997 Credit Agreement as of December 31,
1999 and 1998.

     Long-Term Debt

     As of  December  31,  1999,  the  Company had  outstanding  long-term  debt
consisting of $105,000,000 aggregate principal amount of 10.125% Series B Senior
Notes due 2005.

9.   Interest Expense, Net of Interest Income

     A summary of interest expense,  net of interest income, for the years ended
December 31 follows (dollars in thousands):


                                                1999          1998        1997
                                             --------     --------     --------
Interest expense ........................    $ 10,688     $ 10,688     $  8,249
Amortization of debt issuance costs .....         621          622          593
                                             --------     --------     --------
                                               11,309       11,310        8,842
Interest income .........................        (471)        (504)        (452)
                                             --------     --------     --------
Interest expense, net of interest .......    $ 10,838     $ 10,806     $  8,390
                                             ========     ========     ========


    Cash paid for interest  amounted to $10,703,000,  $10,674,000 and $8,375,000
for the years ended December 31, 1999, 1998 and 1997, respectively.


                                       33
<PAGE>


                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


10.  Financial Instruments

         Statement of Financial  Accounting Standard No. 107,  Disclosures about
Fair  Values of  Financial  Instruments,  defines  the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties.  The carrying value reported in the balance
sheets for cash, accounts receivable and accounts payable approximate their fair
values.  The  fair  value  for  long-term  debt  as of  December  31,  1999  was
$100,275,000  whereas the fair value of  long-term  debt as of December 31, 1998
was $98,175,000.

11.      Income Taxes

         Significant  components  of  deferred  tax  liabilities  and  assets at
December 31 follow (dollars in thousands):


                                                               1999     1998
                                                               ----     ----
Deferred tax liabilities:
     Property, plant and equipment ...................       $6,290       $6,281
    Inventory ........................................          137          167
                                                             ------       ------
Total deferred tax liabilities .......................        6,427        6,448
                                                             ------       ------
Deferred tax assets:
    Pension and benefit plan liabilities .............          427           17
    Accrued liabilities ..............................          329          318
    Environmental remediation ........................          619          819
    Allowance for doubtful accounts ..................          183          172
                                                             ------       ------
Total deferred tax assets ............................        1,558        1,326
                                                             ------       ------
Net deferred tax liabilities .........................       $4,869       $5,122
                                                             ======       ======


     Deferred  income taxes are included in the Balance  Sheets in other current
assets and deferred income taxes.

     A  reconciliation  of the  statutory  income tax to the income tax  expense
included in the Statements of Operations for the years ended December 31 follows
(dollars in thousands):


                                                      1999       1998       1997
                                                      ----       ----       ----

Income tax expense calculated at the statutory
    federal income tax rate ....................   $ 3,089    $ 5,224    $ 4,117
Amortization of goodwill .......................       416        416        416
State taxes, net of federal benefits ...........       401        644        518
Prior years' income taxes ......................        --         --         --
Other ..........................................        23       (127)        22
                                                   -------    -------    -------
Income tax expense .............................   $ 3,929    $ 6,157    $ 5,073
                                                   =======    =======    =======


                                                     1999        1998     1997
                                                   -------    -------    -------
Current taxes ..................................   $ 4,182    $ 6,435    $ 5,043
Deferred taxes .................................      (253)      (278)        30
                                                   -------    -------    -------
Income tax expense .............................   $ 3,929    $ 6,157    $ 5,073
                                                   =======    =======    =======

    Cash paid for  federal  and  state  income  taxes  amounted  to  $4,700,000,
$4,575,000 and $4,490,000 for the years ended December 31, 1999,  1998 and 1997,
respectively.


                                       34
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)

12.  Leases

    The Company leases various  facilities and equipment under short-term rental
and operating lease agreements.  Rent expense under these agreements amounted to
$2,002,000,  $1,760,000  and  $1,752,000  for the years ended December 31, 1999,
1998 and  1997,  respectively.  Future  minimum  payments  under  noncancellable
operating  leases as of December 31, 1999 are:  $1,430,000 in 2000,  $964,000 in
2001,  $716,000  in 2002,  $650,000  in 2003,  $570,000  in 2004 and  $2,350,000
thereafter.

13. Pension Plans and Other Postretirement Benefits

    The following  table sets forth the funded status of the defined benefit and
postretirement  plans, and amounts recognized in the Balance Sheet (thousands of
dollars).  Assets of the defined  benefit  pension plans consist  principally of
equity securities, debt securities,  mutual funds and cash equivalents.  Defined
postretirement  benefits  consist of  unfunded  health  care plans that  provide
certain  postretirement  medical  and  life  insurance  benefits  for  employees
(primarily   salaried   employees)   who  retire   under   certain   eligibility
requirements.  The postretirement  benefits are contributory and include certain
cost-sharing features, such as deductibles and co-payments.


                                       35
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


13.      Pension Plans and Other Postretirement Benefits (Continued)

<TABLE>
<CAPTION>
                                                                    Pension Benefits: Plans                   Other Postretirement
                                                                     in the United States                      Benefits: All Plans
                                                                  --------------------------            ----------------------------
                                                                     1999              1998               1999               1998
                                                                  --------           --------           --------           --------
<S>                                                               <C>                <C>                <C>                <C>
Change in Benefit Obligation:
  Benefit obligation at beginning of
      year .............................................          $ 14,291           $ 15,661           $  4,244           $  3,821
  Service cost .........................................               556                832                324                239
  Interest cost ........................................               874              1,030                274                247
  Participants' contributions ..........................                --                 --                 58                 49
  Actuarial (gains) losses .............................            (1,341)             1,802             (1,025)               (73)
  Benefit payments .....................................              (595)              (616)              (174)               (93)
  Plan amendments ......................................               247                 --                119                 54
  Curtailment (gains) losses ...........................                --             (2,190)                --                 --
  Settlements ..........................................            (5,298)            (2,228)                --                 --
                                                                  --------           --------           --------           --------
  Benefit obligation at end of year ....................          $  8,734           $ 14,291           $  3,820           $  4,244
                                                                  ========           ========           ========           ========

Change in Plan Assets:
  Fair value of plan assets at
      beginning of year ................................          $ 14,599           $ 13,142                 --                 --
  Actual return on plan assets .........................             1,199              1,476                 --                 --
  Employer contributions ...............................               383              2,825                 --                 --
  Benefit payments .....................................              (595)              (616)                --                 --
  Settlements ..........................................            (5,298)            (2,228)                --                 --
                                                                  --------           --------           --------           --------
  Fair value of plan assets at
      end of year ......................................          $ 10,288           $ 14,599                 --                 --
                                                                  ========           ========           ========           ========


 Funded Status:
  Funded status at end of year .........................          $  1,553           $    308           $ (3,820)          $ (4,244)
  Unrecognized net actuarial
      (gain) loss ......................................              (784)             2,220             (1,233)              (209)
  Unrecognized prior service cost ......................             1,232              1,132                159                 50
  Unrecognized net asset at date of
      adoption, net of amortization ....................                --                 --              2,156              2,300
                                                                  --------           --------           --------           --------
  Prepaid (accrued) benefit cost .......................          $  2,001           $  3,660           $ (2,738)          $ (2,103)
                                                                  ========           ========           ========           ========
Amounts Recognized in the
  Balance Sheet:
  Prepaid benefit cost .................................          $  1,916           $  2,287                 --                 --
  Accrued benefit liability ............................              (610)              (469)            (2,738)            (2,103)
  Intangible asset .....................................               339                243                 --                 --
  Accumulated other comprehensive
      income ...........................................               356              1,599                 --                 --
                                                                  --------           --------           --------           --------
  Net amount  recognized ...............................          $  2,001           $  3,660           $ (2,738)          $ (2,103)
                                                                  ========           ========           ========           ========
</TABLE>


                                       36
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


13.  Pension Plans and Other Postretirement Benefits (Continued)

    The net periodic  benefit cost related to the defined  benefit pension plans
included the following components (dollars in thousands):

<TABLE>
<CAPTION>
                                           Pension Benefits: Plans in the United States
                                           --------------------------------------------
                                                    1999       1998        1997
                                                  -------     -------     -------
<S>                                               <C>         <C>         <C>
Service cost ..................................   $   556     $   832     $   803
Interest cost .................................       874       1,030       1,005
Expected return on plan assets ................    (1,059)     (1,031)       (836)
Amortization of prior service cost ............       148         132         118
Recognized actuarial (gain) loss ..............        14          21          20
                                                  -------     -------     -------
Net periodic benefit cost .....................       533         984       1,110
Curtailment (gain) loss .......................        --      (1,724)         --
Settlement (gain) loss ........................     1,510         160          --
                                                  -------     -------     -------
Net period benefit cost after curtailments and
    settlements ...............................   $ 2,043     $  (580)    $ 1,110
                                                  =======     =======     =======

Weighted average assumptions as of December 31:
  Discount rate ...............................      8.00%       6.75%       7.25%
  Expected return on plan assets ..............      8.00        8.00        8.00
  Rate of compensation increase ...............        --          --        4.50
</TABLE>

     The net periodic benefit cost related to the defined benefit postretirement
plans included the following components (dollars in thousands):

<TABLE>
<CAPTION>
                                              Other Postretirement Benefits: All Plans
                                              ----------------------------------------
                                                      1999      1998      1997
                                                    --------  --------   --------
<S>                                                  <C>       <C>       <C>
Service cost .....................................   $ 324     $ 239     $ 183
Interest cost ....................................     274       247       243
Amortization of transition obligation ............     144       144       144
Amortization of prior service cost ...............      10         4        --
Amortization of net actuarial (gain) loss ........      (1)      (12)       (2)
                                                     -----     -----     -----
Net periodic benefit cost ........................   $ 751     $ 622     $ 568
                                                      ====      ====      ====
Weighted average assumptions as of December 31:
  Discount rate ..................................    8.00%     6.75%     7.25%

</TABLE>

    The health care cost trend rate used to determine the postretirement benefit
obligation was 6.0% for 1999,  decreasing  gradually to an ultimate rate of 5.0%
in 2002 and remains at that level  thereafter.  The trend rate is a  significant
factor in determining the amounts reported. The effect of a one-percentage-point
change in these  assumed  health care cost trend rates would have the  following
effects (dollars in thousands):

<TABLE>
<CAPTION>
                                                             Increase       Decrease
                                                             --------       --------
<S>                                                             <C>       <C>
Effect on total of service and interest cost component ....     $  82     $ (78)
Effect on postretirement obligation .......................       524      (422)
</TABLE>


                                       37
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


13.  Pension Plans and Other Postretirement Benefits (Continued)

         Employees may participate in the Wells Aluminum 401(k)  Retirement Plan
which was established as a supplemental  retirement plan. Participants may elect
a salary  reduction of an amount between one and twenty percent of  compensation
not to exceed the maximum amount  permitted under the Internal Revenue Code. The
plan provides a matching  contribution by the Company in the amount of $0.50 per
$1.00 of  non-union  hourly and  salaried  participant  contributions  up to six
percent  of pay.  In  1999,  the  Company  amended  the  Wells  Aluminum  401(k)
Retirement Plan to provide for a profit sharing  feature for salaried  employees
funded  at the  discretion  of the Board of  Directors.  The  Company's  expense
related to the Wells  Aluminum  401(k)  Retirement  Plan was  $789,000  in 1999,
$81,000 in 1998 and $36,000 in 1997.

14.      Stock Option Plan

         In June 1997,  the Board of Directors  of the Company  approved a stock
option plan which authorized up to 65,000 shares of Class A common stock for the
plan.  The plan  provides  for the  granting of options to  officers,  other key
employees and directors at an exercise price not to exceed the fair market value
on the date of the grant as determined by the Board of Directors. Under terms of
the plan, the maximum term for the options granted is ten years with the options
vesting  ratably over a period of four years. In November 1998, the Stock Option
Committee of the Company  approved  and amended the number of shares  authorized
from 65,000 to 75,650.  The options  granted have exercise  prices  ranging from
$8.00 to $17.00 a share.  All of the options granted in 1997 were at an exercise
price of $8.00.  In 1998, the Company  granted 13,000 options to various Company
employees at a weighted average  exercise price of $12.29.  The weighted average
exercise  price of options  canceled  in 1998 was $8.00.  In 1999,  the  Company
granted 4,150 options to various  employees at a weighted average exercise price
of $17.00.  As of December 31, 1999, the Company had 48,850 options  outstanding
at a  weighted  average  price of $9.91 with  11,787  options  exercisable  at a
weighted  average  exercise  price  of  $9.18.  The  weighted-average  remaining
contractual life of the options outstanding as of December 31, 1999 approximates
7.9 years.


                                                        1999          1998
                                                        ----          ----

            Options outstanding at January 1 .        60,450        51,700
            Options exercised ................       (15,750)           --
            Options granted ..................         4,150        13,000
            Options canceled .................            --        (4,250)
                                                      ------        ------
            Options outstanding at December 31        48,850        60,450
                                                      ======        ======
            Options exercisable at December 31        11,787        12,425
                                                      ======        ======

15.  Futures Contracts

         The  Company,  in the normal  course of  business,  enters into futures
contracts  to  manage  the  risk  of  fluctuations  in the  price  of  aluminum.
Fluctuations  in the price of aluminum  can have a  significant  impact upon the
operations  of the Company.  These  instruments  involve  elements of credit and
market risk that are not reflected on the Company's balance sheet. Entering into
these contracts  involves not only the risk of dealing with  counterparties  and
their  ability  to meet the terms of the  contracts,  but also of  movements  in
market value of the futures contracts.  The Company is required to place amounts
on deposit with brokers  based on the market value of certain  contracts.  These
margin  deposits  bear  interest  based on the  rate of  certain  U.S.  Treasury
instruments  and are to be refunded as the market value changes or contracts are
closed.


                                       38
<PAGE>

                           WELLS ALUMINUM CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (Continued)


15.      Futures Contracts (Continued)

         As of December 31, 1999 and 1998, the Company has contracts outstanding
with a notional  principal amount of $9,721,000 and  $18,842,000,  respectively,
all of which the Company has used to hedge forward sales contracts.  At December
31, 1999, the unrealized gain related to the futures contracts was approximately
$1,100,000, and at December 31, 1998, the unrealized loss related to the futures
contracts was approximately $1,280,000.

16.      Environmental Remediation

         In  1998,  the  Environmental   Protection   Division  of  the  Georgia
Department  of  Natural  Resources  approved  the  Company's  work  plan for the
modification  of its waste water treatment  facilities at its Moultrie,  Georgia
facility.  Under the work plan,  which calls for the end of direct  discharge of
treated waste water and connection to the City of Moultrie  sewer system,  three
settling  ponds on the  Company's  property  would be removed from  services and
their remaining structural components stabilized and capped in place. Phase 1 of
the work plan, the  reinforcement  of pond berms,  has been  completed,  and the
first pond under Phase 2 of the work plan,  the  stabilizing  and capping of the
ponds, has also been completed. The stabilizing and capping of the two remaining
ponds is scheduled to be completed in 2000. The total cost of the work plan will
be  approximately  $2.1 million of which $1.85  million was recorded as selling,
general and administrative expense in 1998.

17.  Commitments and Contingencies

         At December 31,  1998,  the Company has  commitments  with eleven North
American  suppliers to purchase  101.4  million  pounds of primary  aluminum and
aluminum billet from January 1999 through December 1999 at current market prices
at the delivery dates.  Management expects that such quantities of aluminum will
be  utilized  in the  normal  course  of  operations  during  the terms of these
agreements.

         The Company has received notice of claims asserting potential liability
under various  federal and state  environmental  laws.  The Company  accrues for
losses associated with  environmental  remediation  obligations when such losses
are probable and reasonably estimable.  Based upon information that is currently
available,  management  does not expect  that the  resolution  of  environmental
claims will have a material  adverse effect on the Company.  However,  given the
inherent uncertainties in evaluating  environmental exposure, it is not possible
to  predict  the amount of future  costs of  environmental  claims  which may be
subsequently determined.  The Company has not anticipated any insurance proceeds
or third-party payments in determining its estimated liability for environmental
remediation.

         The  Company is also a party to a number of other  lawsuits  and claims
arising out of the conduct of its  business.  Although the  ultimate  results of
lawsuits  or other  proceedings  against the Company  cannot be  predicted  with
certainty,  management  does not expect that these  matters will have a material
adverse effect on the Company or its operations.

18.  Subsequent Events

         On February  23, 2000,  pursuant to a Stock  Purchase  Agreement  among
Norsk Hydro,  Norsk Hydro USA L.P. and the  stockholders  of the Company,  Norsk
Hydro  acquired  all of the  outstanding  shares of Class A common  stock of the
Company  for  approximately  $58  million.  In  connection  with the sale of the
Company, all of the Company's  outstanding stock options were settled during the
first quarter of 2000.


                                       39
<PAGE>

         On March 1, 2000, the Company  notified holders of the New Notes of its
intention to redeem all of the  outstanding  New Notes at a redemption  price of
107.92% of the  principal  amount plus  accrued and unpaid  interest to, but not
including,  March 31,  2000 (the  "Redemption  Date").  The  Company  expects to
complete  redemption  of all of the  New  Notes  on  the  Redemption  Date.  The
aggregate redemption price will be paid by Norsk Hydro on behalf of the Company.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                           WELLS ALUMINUM CORPORATION

                                December 31, 1999

                             (Dollars in Thousands)


<TABLE>
<CAPTION>
       COL. A                                COL. B                  COL. C                COL. D         COL. E
--------------------------                 ---------       ----------------------------  ----------    ----------
                                                                   Additions
                                                           ---------------------------
                                            Balance at     Charged to       Charged to                  Balance at
                                            Beginning      Costs and          Other                       End
Description                                 of Period       Expenses         Accounts     Deductions    of Period
-----------                                ---------       --------         --------     --------      ---------
<S>                                          <C>             <C>                <C>    <C>               <C>

Year Ended December 31, 1999:

Deducted from asset accounts:
  Allowance for doubtful                     $   442         $   150            --     $ (123) (1)       $   469
                                            --------         -------        ------     ------            -------
    Total                                    $   442         $   150            --     $ (123)           $   469
                                            ========         =======        ======     ======            =======
Year Ended December 31, 1998:

Deducted from asset accounts:
  Allowance for doubtful                     $   825         $   150            --     $ (533) (1)       $   442
                                            --------         -------        ------     ------            -------
    Total                                    $   825         $   150            --     $ (533)           $   442
                                            ========         =======        ======     ======            =======

Year Ended December 31, 1997:

Deducted from asset accounts:
  Allowance for doubtful                    $  1,170         $   150            --     $ (495) (1)       $   825
                                            --------         -------        ------     ------            -------
    Total                                   $  1,170         $   150            --     $ (495)           $   825
                                            ========         =======        ======     ======            =======
</TABLE>


(1) Uncollectible accounts written off, net of recoveries and adjustments.


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

         None.


                                       40
<PAGE>

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table set forth certain  information  with respect to the
individuals  who were the directors and executive  officers of Wells at December
31, 1999.


            Name                                 Position
--------------------------------         ---------------------------------------
Russell W. Kupiec ..............   52    President, Chief Executive Officer and
                                         Director
W. Russell Asher ...............   57    Senior Vice President, Chief Financial
                                         Officer and Director
Lynn F. Brown ..................   55    Senior Vice President, Sales and
                                         Marketing and Director
William J. Milam ...............   59    Vice President, Business Selection and
                                         Capacity Management
Geoffrey A Nelson ..............   59    Vice President, Human Resources
David J. Raymonda ..............   42    Controller, Secretary and Treasurer
Elizabeth Varley Camp ..........   42    Director
Todd Goodwin ...................   68    Director
Edward R. Heiser ...............   64    Director
Leo A McCafferty ...............   62    Director
Lewis W. van Amerongen .........   59    Director

    Each director of the Company  holds office until the next annual  meeting of
the  stockholders  of the Company or until his or her successor has been elected
and  qualified.  Officers  of  the  Company  are  elected  by and  serve  at the
discretion  of the Board of  Directors.  See  "Certain  Relationships  and Other
Transactions."

    Russell W.  Kupiec  joined the Company in April  1991.  Mr.  Kupiec has been
President and Chief Executive Officer since April 1996. From March 1995 to April
1996, he served as Chief  Operating  Officer.  From November 1991 to March 1995,
Mr. Kupiec served as Vice President,  Manufacturing. From April 1991 to November
1991,  he  served  as Vice  President,  Administration.  Mr.  Kupiec  has been a
director of the Company since 1991.

     W. Russell  Asher,  a certified  public  accountant,  joined the Company in
January 1994 and has been Chief Financial Officer since that time. From December
1991 to  January  1994,  he served as Chief  Financial  Officer  of the  Federal
Emergency  Management  Agency.  Prior  thereto,  Mr.  Asher was Vice  President,
Finance of MB America Inc., a packaging and printing business, and President and
General Manager of AmeriForms Inc., a printing company which was a subsidiary of
MB America Inc. Mr. Asher has been a director of the Company since 1994.

     Lynn F. Brown  joined the Company in January  1996 and has been Senior Vice
President,  Sales and Marketing  since that time.  From December 1994 to January
1996, he served as Executive Vice President,  Sales and Marketing of Terra Green
Technologies,  a start-up business in the ceramics  industry.  From July 1986 to
December  1994,  Mr.  Brown  was  Business  Manager  of  International   Paper's
Fountainhead  Products Group. Mr. Brown has been a director of the Company since
June 1997.

    William  J.  Milam  joined  the  Company  in 1971.  Mr.  Milam has been Vice
President,  Sales and Product  Management  since 1991, and prior  thereto,  held
various regional sales management positions.

     Geoffrey A. Nelson  joined the Company in October  1998 as Vice  President,
Human  Resources.  From March 1997 to October  1998,  he served as Head of Labor
Relations  for  AMP   Incorporated,   a  producer  of  electrical   devices  and
connections, and from September 1993 to March 1997, he was Vice President, Human


                                       41
<PAGE>

Resources for Joyce International,  an office products business.  Mr. Nelson has
27 years of human resource and labor relations experience.

    David J.  Raymonda  joined  the  Company  in  1982.  Mr.  Raymonda  has been
Controller and Secretary of the Company since February 1989 and Treasurer  since
September 1993.

    Elizabeth  Varley Camp has been a Vice  President  at  Goldman,  Sachs & Co.
since August 1997 and has served a director of the Company since July 1987.  Ms.
Varley  Camp  joined GGvA in 1986 and was a Partner of GGvA from 1992 until July
1997.

    Todd  Goodwin  has been a Partner  of GGvA  since  1984 and has  served as a
director of the  Company  since July 1987.  Mr.  Goodwin is a director of Schult
Homes Corporation, The Rival Company, Inc., Johns Manville Corporation and U. S.
Energy Systems, Inc.

    Edward R. Heiser  retired as President  and Chief  Executive  Officer of the
Company in April 1996, a position  which he had held since 1991.  Mr. Heiser has
been a director of the Company since 1991.

     Leo A.  McCafferty  retired  as Vice  President,  Operations  in May 1999,a
position  which he had held since July 1996.  From October 1995 to July 1996, he
served as Vice  President,  Manufacturing.  From May 1993 to October  1995,  Mr.
McCafferty  was  President of Solutions Et Al, a consulting  company  engaged in
strategic planning and operations control. Mr. McCafferty has been a director of
the Company since December 1997.

    Lewis A. van  Amerongen has been a Partner of GGvA since 1970 and has served
as a  director  of the  Company  since July 1987.  Mr. van  Amerongen  is also a
director of Agrifos LLC and Erickson  Air-Cranes  Co., LLC, two  privately  held
companies.

    Effective as of February 23, 2000,  pursuant to the Stock Purchase Agreement
among Norsk Hydro, Norsk Hydro USA L.P. and the stockholders of the Company, Ms.
Varley Camp and Messrs. Goodwin,  Heiser,  McCafferty and van Amerongen resigned
from  their  positions  as  directors.  The  remaining  members  of the board of
directors then elected Ivar Hafsett,  President of Hydro  Aluminium S.A., Odd S.
Gullberg,  President and Chief Executive Officer of Norsk Hydro, and Kendrick T.
Wallace, General Counsel of Norsk Hydro, as new directors.


ITEM 11.  EXECUTIVE COMPENSATION

     The following  table sets forth the  compensation  earned,  whether paid or
deferred,  to Wells's  Chief  Executive  Officer  and its other four most highly
compensated executive officers (collectively, the "Named Officers") for services
rendered in all  capacities to the Company  during the years ended  December 31,
1999, 1998 and 1997.


                                       42
<PAGE>

<TABLE>
<CAPTION>
                           Summary Compensation Table
                           --------------------------

                                                                                                           Long-Term
                                                                                                         Compensation
                                                                                                            Awards
                                                                                                          Securities
                                                                         Annual Compensation              Underlying
       Name and Principal Position              Year                    Salary          Bonus              Options
       ---------------------------              ----                    ------          -----              -------
<S>                                             <C>                   <C>             <C>                   <C>
Russell W. Kupiec ............................. 1999                  $ 233,750               --                --
  President and                                 1998                  $ 233,750        $ 132,000                --
    Chief Executive Officer                     1997                  $ 233,750       $1,434,955            15,000

W. Russell Asher .............................. 1999                  $ 150,451               --                --
  Senior Vice President and                     1998                  $ 144,664        $  75,000                --
    Chief Financial Officer                     1997                  $ 140,000        $ 991,042            10,000

Lynn F. Brown ................................  1999                  $ 146,232        $  50,000                --
 Senior Vice President,                         1998                  $ 140,608        $  50,000                --
    Sales and Marketing                         1997                  $ 136,100        $ 167,210             5,000

William J. Milam .............................. 1999                  $ 117,125               --                --
   Vice President, Business Selection and       1998                  $ 113,000        $  22,000                --
    Capacity Management                         1997                  $ 112,067        $ 487,571             1,500

Geoffrey A. Nelson ...........................  1999                  $ 112,279               --                --
  Vice President,                               1998                  $  31,726        $  14,000                --
    Human Resources                             1997                         --               --                --
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

     There were no grants of options made to the Named  Officers  during  fiscal
year 1999.

     The following  table provides  information on the valuation of options held
by the Named  Officers.  Twenty five percent of the options granted to the Named
Officers in 1997 will vest and become  exercisable  on each of the first through
fourth anniversaries of the date of the grant. Fifty percent of the options held
by the Named Officers were eligible for exercise during fiscal 1999.

<TABLE>
<CAPTION>
                                                  Number of Securities               Value of Unexercised
                                           Underlying Unexercised                    In-the-Money Options
                                              Options at Fiscal Year End             At Fiscal Year End (1)
                                               Exercisable/Unexercisable           Exercisable/Unexercisable
                                               -------------------------           -------------------------
<S>                                                   <C>                                <C>
Russell W. Kupiec ...................                 0/7,500                            $0/$525,937.50

W. Russell Asher ....................                 0/5,000                            $0/$350,625.00

Lynn F. Brown .......................               2,500/2,500                     $175,312.50/$175,312.50

Geoffrey A. Nelson .................                 475/1,425                       $29,034.38/$87,103.12

William J. Milam ....................                 750/750                        $52,593.75/$52,593.75
</TABLE>

(1) The  value  of the  in-the-money  options  is based  upon a market  value of
$78.125 per share at  December  31,  1999.  On February  23,  2000,  Norsk Hydro
acquired  all of the  outstanding  Class A common  shares of the  Company  for a
purchase price of $78.125 per share.


                                       43
<PAGE>

PENSION BENEFITS

     In 1998, the Company terminated the Retirement Plan for Salaried Employees,
including the Named Officers,  effective  December 31, 1998. The Retirement Plan
for Salaried  Employees was a defined benefit pension plan. In 1999, the Company
amended  the Wells  Aluminum  401(k)  Retirement  Plan to  provide  for a profit
sharing feature for salaried employees,  including the Named Officers, funded at
the discretion of the Board of Directors.  The Wells Aluminum 401(k)  Retirement
Plan is a defined contribution pension plan.

EMPLOYMENT AGREEMENTS

     Each of the Named  Officers has an employment  agreement  with the Company.
Among other  things,  each  arrangement  provides for a term of  employment in a
specific executive position, a specified annual base salary and participation in
any additional  incentive  compensation  or bonus  programs of the Company.  The
employment  agreements with Messrs. Kupiec and Asher continue until December 31,
1999 and annually thereafter unless otherwise  terminated.  If either Mr. Kupiec
or Mr. Asher is terminated  other than for cause or  disability,  the Company is
obligated  to  continue  paying the base  salary  amount  through the end of the
contract  term,   subject  to  an  offset  for  earnings  from  other  full-time
employment,  and to maintain  benefits for such executive through the end of the
contract  term. If certain  Change in Ownership (as defined in such  agreements)
events  occur during the term of these  agreements,  the term of  employment  is
automatically  extended for three years from the date the  executive is notified
of the Change in Ownership. In the event of a Change in Ownership, the executive
is given the right to terminate  his  agreement if he is  dissatisfied  with his
salary or  performance  review  to be given  approximately  18 months  after the
Change in Ownership.  If, after a Change in Ownership,  the executive terminates
his employment due to such dissatisfaction or is discharged other than for cause
or  disability,  the  Company's  obligation  to continue  paying his base salary
through  the end of the  contract  term is not  subject  to any  offset  and the
Company is obligated to maintain  benefits for such executive through the end of
the contract term.

     The employment  agreements  with Messrs.  Brown,  Nelson and Milam continue
until March 22, 2001, March 22, 2000 and September 22, 2000,  respectively,  and
are subject to automatic  extensions of two years, one year and eighteen months,
respectively,  if certain  Change in Ownership  (as defined in such  agreements)
events occur. If either of such executives is terminated other than for cause or
disability,  the Company is obligated to continue  paying the base salary amount
through the end of the contract  term,  subject to an offset for  earnings  from
other full-time employment,  and to maintain benefits for such executive for six
months after such termination.

STOCK OPTION PLAN

     In June 1997,  the  Company  adopted  and the  stockholders  of the Company
subsequently  approved the 1997 Stock  Incentive  Plan (the "Plan")  pursuant to
which officers, directors and other key employees of the Company will be granted
stock  options  to  purchase  shares  of  Class  A  common  stock.  The  Plan is
administered by either the Stock Option Committee (the "Committee") of the Board
of Directors or the Board of Directors (the "Board"). The Committee or the Board
will have the discretion to determine the exercise price, the duration and other
terms and  conditions of such options.  The Committee or the Board will have the
authority  to  interpret  and  construe  the  Plan,  and any  interpretation  or
construction  of the  Plan by the  Committee  or the  Board  will be  final  and
conclusive. Twenty five percent of such outstanding options will vest and become
exercisable on each of the first through fourth anniversaries of the date of the
grant. In November 1998, the Company adopted and the stockholders of the Company
subsequently  approved an amendment  to the Plan,  whereby the number of options
available for grant was increased from 65,000 options to 75,650 options.  During
the year ended  December 31, 1999,  4,150 stock  options were granted and 15,750
stock  options were  exercised,  both  pursuant to the Plan.  As of December 31,
1999, there were 48,850 options  outstanding,  none of which had been exercised.
All stock options granted under the 1997 Stock Incentive Plan were settled as of
February 23, 2000.


                                       44
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Wells is  authorized  to  issue  1,100,000.0  shares  of Class A common
stock, par value $0.01 per share (the "Common Stock").  As of December 31, 1999,
744,392.5 shares of common stock were issued and outstanding.

         The following  table sets forth certain  information as of December 31,
1999, with respect to the shares of the Common Stock of the Company beneficially
owned by each  person or group that is known by the  Company to be a  beneficial
owner of more than 5% of the  outstanding  Common Stock and by all directors and
executive officers of the Company (see footnotes below).

<TABLE>
<CAPTION>
                                                     Beneficial Ownership
                      Security Ownership               Number of Shares     Percentage of Total
                      ------------------               ----------------     -------------------
<S>                                                         <C>                     <C>
Wells Holdings Limited Partnership (a)
   600 Madison Avenue, New York, New York 10022 .......     560,000.0               75.23%
Russell W. Kupiec (b) .................................      42,310.0                5.68%
W. Russell Asher (c) ..................................      46,125.0                6.20%
Lynn F. Brown (d) .....................................       5,437.5                   *
William J. Milam (e) ..................................      13,350.0                1.79%
David J. Raymonda (f) .................................      30,125.0                4.05%
Todd Goodwin (a) ......................................     560,000.0               75.23%
Edward R. Heiser (g) ..................................      16,000.0                2.15%
Leo A. McCafferty (h) .................................       2,500.0                   *
Lewis W. van Amerongen (a) ............................     560,000.0               75.23%
All Executive Officers and Directors
    as a Group (11 Persons) ...........................     715,847.5               96.17%
</TABLE>

------------------
   *     Denotes less than 1%.

     (a)  Wells Holdings  Limited  Partnership  ("Wells  Holdings") is a limited
          partnership  of which  GGvA is the  general  partner.  As  such,  GGvA
          exercises sole voting and investment  power with respect to the shares
          owned by Wells Holdings. Messrs. Goodwin and van Amerongen,  directors
          of the Company,  are partners in GGvA, with the shared power to direct
          the actions of GGvA, and may be deemed to beneficially  own the shares
          owned by Wells  Holdings by virtue of their  status and rights such as
          partners.  The address for Messrs.  Goodwin and van  Amerongen  is c/o
          Wells Holdings. Wells Holdings is the successor limited partnership to
          The Fulcrum III Limited Partnership and The Second Fulcrum III Limited
          Partnership  (collectively,  "Fulcrum III"). Fulcrum III was a limited
          partnership  of  which  GGvA was the sole  general  partner.  GGvA has
          informed  the Company that all of the shares owned by Fulcrum III have
          been transferred to Wells Holdings.

     (b)  The address for Mr. Kupiec is c/o the Company.

     (c)  The address for Mr. Asher is c/o the Company.

     (d)  The address  for Mr.  Brown is c/o the  Company.  The number of shares
          held by Mr. Brown  includes  2,500 shares  issuable  upon  exercise of
          outstanding options.

     (e)  The address  for Mr.  Milam is c/o the  Company.  The number of shares
          held by Mr.  Milam  includes  750 shares  issuable  upon  exercise  of
          outstanding options.

     (f)  The address for Mr. Raymonda is c/o the Company.

     (g)  The  address for Mr.  Heiser is 33 Gray Heron  Retreat,  Savannah,  GA
          31411.

     (h)  The address for Mr. McCafferty is 13406 Bottom Road, Hydes, MD 21082.


                                       45
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS

         In connection  with the acquisition of the Company in 1987, the Company
entered into a Stock  Purchase  Agreement  with Fulcrum III.  Subject to certain
restrictions,  Fulcrum III had certain demand and "piggyback" rights to have its
shares of Class A common stock  registered under the Securities Act. The Company
had agreed to pay the costs and expenses associated with two such registrations,
except for  discounts  and  commissions.  As  successor  to Fulcrum  III,  Wells
Holdings has succeeded to these  rights.  This  Agreement  was  terminated as of
February 23, 2000.

         Prior to 1998,  the  Company  was party to an  agreement  (the  "Supply
Agreement") with Venalum pursuant to which Venalum supplied primary aluminum and
aluminum billet to the Company. This contract accounted for approximately 60-65%
of the aluminum  purchased by the Company  from outside  suppliers.  Prices were
based on the MWTP from the prior month.  The Company  believed that the terms of
the Venalum Agreement were no less favorable to the Company than would have been
obtained in an arms' length transaction.

    The  Supply  Agreement  commenced  in  1988  and  was  renewed  on  numerous
occasions.  During 1997,  negotiations to extend the Venalum  Agreement or enter
into a new supply agreement were not successful. The Supply Agreement expired on
December 31, 1997,  although the last scheduled delivery of primary aluminum and
aluminum  billet  under the Supply  Agreement  was  received  in  January  1998.
Pursuant to the Venalum Agreement,  the Company purchased $5.4 million and $69.6
million of primary  aluminum and aluminum  billet from Venalum in 1998 and 1997,
respectively.

         In 1987, the Company  entered into an agreement with GGvA,  pursuant to
which GGvA provides  financial  advisory and other services to the Company.  For
such  services,  GGvA was paid an  annual  retainer  of  $250,000  in 1997,  and
$350,000 in 1998 and 1999, plus reimbursement for its out-of-pocket expenses. In
addition,  GGvA  received a fee of $500,000  for  financial  advisory  and other
services in connection with the Recapitalization in 1997.


                                       46
<PAGE>

                                     PART IV


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

  (a)    Financial Statements

     1.   Financial Statements

     The following financial statements of the Company are included in Item 8 of
this report:

          -    Report of Independent Auditors
          -    Balance Sheets as of December 31, 1999 and 1998
          -    Statements of Operations  for the years ended  December 31, 1999,
               1998 and 1997
          -    Statements of  Stockholders'  Equity for the years ended December
               31, 1999, 1998 and 1997
          -    Statements  of Cash Flows for the years ended  December 31, 1999,
               1998 and 1997
          -    Notes to the Financial Statements

     2.   Financial Statement Schedules

     The following  financial  statement  schedule of the Company is included in
Item 8 of this report:

          -    Valuation and Qualifying Accounts and Reserves

          Other  schedules  for  which  provision  is  made  in  the  applicable
          accounting  regulations  of the SEC are not required under the related
          instruction or are not applicable and, therefore, have been omitted.

  (b)   Exhibits


          27.1 Financial Data Schedule.

  (c)  Reports on 8-K

     The  Company  did not file any  reports  on Form 8-K  during the year ended
December 31, 1999.


                                       47
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  thereunto  duly  authorized,  in the  City of  Baltimore,  State of
Maryland, on March 24, 2000.

                                          Wells Aluminum Corporation


                                          By:  /s/ Russell W. Kupiec
                                          ---------------------------
                                          Russell W. Kupiec
                                          President and Chief Executive Officer

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


              Signature                Title                       Date
              ---------                -----                       ----

/s/ Russell W. Kupiec           Principal Executive Officer      March 24, 2000
---------------------------     and Director
      Russell W. Kupiec

/s/ W. Russell Asher            Chief Financial Officer and      March 24, 2000
---------------------------     Director
      W. Russell Asher

/s/ David J. Raymonda           Principal Accounting Officer     March 24, 2000
---------------------------
      David J. Raymonda

/s/ Lynn F. Brown               Director                         March 24, 2000
---------------------------
       Lynn F. Brown

                                Director                         March __, 2000
---------------------------
       Odd S. Gullberg

/s/ Kendrick T. Wallace         Director                         March 24, 2000
---------------------------
      Kendrick T. Wallace

/s/ Ivar  Hafsett               Director                         March 24, 2000
---------------------------
      Ivar  Hafsett

                                       48