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 [Fee Required] For the fiscal year ended: June 30, 1998

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      OF 1934 [No Fee Required]

                        Commission File Number 0-7462

                              CPT HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)

               Minnesota                              41-0972129
       (State of Incorporation)           (IRS Employer identification No.)

       1430 Broadway, 13th Floor
          New York, New York                            10018
    (Address of principal executive                   (Zip code)
               offices)

      Registrant's telephone number, including area code: (212) 382-1313

         Securities registered pursuant to Section 12(b) of the Act:
                                     NONE

         Securities registered pursuant to Section 12(g) of the Act:
                                     NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____

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

As of August 31, 1998,  the aggregate  market value of shares of Common Stock of
the registrant held by non-affiliates was approximately $989,185.

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes X No ___

As of August 31, 1998, 1,510,084 shares of Common Stock were outstanding.





                                       
<PAGE>





                                    PART I

ITEM 1.    BUSINESS

General

      CPT Holdings,  Inc. ("CPT" or the "Company"),  is a holding company which,
through its indirect  operating  subsidiary,  J&L  Structural,  Inc., a Delaware
corporation  ("J&L"),  is a  nationwide  independent  producer  of high  quality
lightweight  structural  steel  shapes,  with  a  leading  market  share  in the
Northeast,  Southeast and Mid-Atlantic  regions. The Company's products are used
primarily  in  the  manufactured   housing,   tractor   trailer,   construction,
shipbuilding and the oil field service and petrochemical industries. The Company
competes  effectively  on the basis of product  quality,  customer  service  and
price,  in a number  of niche  markets  characterized  by few  competitors.  The
Company operates a uniquely designed mill on 33 acres in Aliquippa, Pennsylvania
which  enables the Company to  efficiently  produce  thin,  lightweight  profile
structural steel shapes (primarily I-Beams).  The Company,  through the Brighton
Electric Steel Casting Division of J&L ("Brighton"),  also has a dominant market
share in the domestic small piercer point market.

      CPT, a Minnesota corporation, was incorporated in 1971 as CPT Corporation.
Its principal  offices are located at 1430 Broadway,  13th Floor,  New York, New
York and its telephone number is (212) 382-1313. CPT adopted its current form as
a holding  company in accordance  with its Amended Plan of  Reorganization  (the
"Reorganization Plan") approved by the U.S. Bankruptcy Court for the District of
Minnesota.  The  Reorganization  Plan  became  effective  as of July  23,  1991.
References  to the  Company  are  intended  to  include  CPT and its  direct and
indirect subsidiaries, unless the context provides otherwise.

      On February 8, 1993, Hupp  Industries,  Inc., now known as H.  Industries,
Inc., ("Hupp") became a majority-owned subsidiary of CPT when CPT acquired 80.1%
of the  capital  stock  of  Hupp.  Hupp  was  also a  manufacturer  of  heating,
ventilating and air conditioning  equipment used primarily in commercial as well
as military  applications.  Through its wholly owned division,  DCM Corporation,
Hupp was also a manufacturer of fractional  horsepower  electrical motors.  Hupp
experienced  operating  difficulties in both its air conditioning and electrical
motor  manufacturing  businesses and in February 1994 decided to discontinue the
manufacture  of its air  conditioning  products.  Hupp  continued to  experience
financial  problems that caused  certain  defaults under its Credit and Security
Agreement  with its bank.  Despite  efforts to bring the  operations  of Hupp to
profitability,  Hupp was unable to eliminate its losses.  As a  consequence,  on
October 27, 1994,  Hupp's  senior  lender  exercised  its rights and conducted a
secured  party sale of the  assets of Hupp to an  unrelated  party.  Hupp had no
assets and no employees subsequent to October 1994.

      On April 6, 1995,  J&L,  a newly  incorporated,  indirect,  majority-owned
subsidiary  of the  Company,  acquired  substantially  all of the  assets of J&L
Structural,  Inc. ("JLS") and Trailer  Components,  Inc.  ("TCI"),  Pennsylvania
corporations  based  in  Aliquippa,  Pennsylvania,  for  $50  Million  plus  the
assumption  of certain  liabilities  (the  "Acquisition").  JLS was a nationwide
independent  producer of high quality  lightweight  structural steel shapes used
primarily in the manufactured housing,  truck trailer and highway safety systems
industries.  TCI provided secondary services to JLS that are now provided by the
Ambridge division of J&L.

      As part of the Acquisition,  the assets of Brighton Electric Steel Casting
Company ("BESCC"),  an existing  subsidiary of CPT and the direct parent of J&L,
were  contributed  to J&L and  BESCC  changed  its  name to J&L  Holdings  Corp.
("JLH").  Prior to the closing of the Acquisition,  BESCC redeemed its preferred
stock from the holder  thereof in  consideration  for the  issuance  by CPT of a
Deferred Purchase Money Note in the approximate amount of $475,000,  said amount
equal to the stated  value of the  preferred  stock plus the  accrued  dividends
thereon, bearing interest at 11 percent and due December 15, 2002.

      Also as part of the Acquisition,  J&L distributed as a dividend to JLH the
right (which J&L acquired from JLS) to acquire a 38-acre  parcel of  undeveloped
land adjacent to the JLS rolling mill in Aliquippa,  Pennsylvania. JLH, in turn,
contributed  the  right to  acquire  the  38-acre  parcel to  Continuous  Caster
Corporation, a newly- incorporated Delaware corporation, ("CCC") in exchange for
all of the common stock of CCC.  Shortly  thereafter,  CCC acquired title to the
38-acre  parcel,  using  funds  that  JLS had  placed  in  escrow  prior  to the
Acquisition.

      Further  information  regarding the  Acquisition  is contained in Form 8-K
filed by the Company with the  Securities  and Exchange  Commission on April 21,
1995, which is hereby incorporated by reference herein.



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<PAGE>

J&L Structural, Inc.

      J&L is segmented  into two distinct  operating  divisions,  J&L Structural
division ("J&L Structural") and Brighton, as a result of significant differences
in both  customers  and products.  J&L  Structural  is also  segmented  into two
separate  divisions  which includes the Ambridge  division  (formerly TCI). This
distinction  is due mainly to  separate  labor  contracts  that exist  among the
employees of J&L Structural.  The Ambridge division provides  finishing services
required for certain J&L  Structural  products.  The following  narrative on the
business will be segmented on this basis.

J&L Structural Division

      Products

      J&L Structural is a producer of high quality lightweight  structural steel
shapes (primarily I-Beams) which are used primarily in the manufactured housing,
truck trailer, and highway safety systems industries.

      J&L Structural's  products are monitored,  tested and inspected throughout
the manufacturing  process to ensure that all aspects of quality meet applicable
industry or customer  specifications.  The products are also inspected to ensure
integrity of surface and dimensions.

      J&L Structural's product lines are described below:

      JUNIOR(R) Beams are hot rolled lightweight steel beam sections produced by
rolling  heated steel billets  through J&L  Structural's  fourteen stand rolling
mill. These sections have been accepted by designers and engineers for over half
a century as the lightest hot-rolled  structurals in their size class. JUNIOR(R)
Beams are available in 3 to 12.5 inch depths, ranging in weight from 2.9 to 12.5
pounds per foot. A total of fourteen  weights of JUNIOR(R)  Beams are  currently
available.  JUNIOR(R)  Beams are  manufactured  in a wide range of steel  grades
including  conventional and high strength steels.  Strict quality control at J&L
Structural's  mill assures a  homogeneous  product,  uniform in  mechanical  and
chemical  properties and possessing  dimensions  within close rolling  tolerance
limits.  JUNIOR(R)  Beams have the strength,  light weight and versatility to be
used by makers  of  manufactured  housing  and truck  trailers,  industrial  and
commercial  contractors  and machinery  builders.  JUNIOR(R) Beams are primarily
used by the manufactured housing industry as undercarriage structural support.

      Crossmembers are fabricated by the Ambridge division from JUNIOR(R) Beams.
Crossmembers  are used by the truck  trailer  and  truck  body  industry  in the
production of trailer frames.  These  manufacturers space Crossmembers along the
entire  length of the  trailer  to  provide  structural  support to the body and
floor.

      JUNIOR(R)  Channels are available in four sizes and varying weights.  They
generally weigh  significantly less than the lightest standard  structural steel
shape of equal depth, while exhibiting the characteristics of form and constancy
of dimension offered by a standard  hot-rolled  section.  JUNIOR(R) Channels are
preferred over formed plate  channels  since they assure perfect  fitting square
corners and true  lines.  These  advantages  permit  flexibility  of design with
minimum weight and lower cost without sacrificing structural strength. JUNIOR(R)
Channels  offer   excellent   application   flexibility  in   architecture   and
construction,  particularly  in the  construction  of commercial  and industrial
stairways.  Additionally,  truck trailer manufacturers are able to reduce weight
in their finished product through the use of JUNIOR(R) Channels as side rails.

      Wide Flange Beams offer durability and economical installation to builders
of highway safety systems as well as for general construction applications. On a
pound-per-foot  basis, J&L Structural's Wide Flange Beams are among the lightest
and lowest cost hot-rolled  steel  structurals  available for highway  guardrail
posts.

      Standard  I-Beams are produced by J&L  Structural  in sections of 3" x 5.7
and 7.5 pounds per foot and 4" x 7.7 and 9.5 pounds per foot in the same variety
of grades and lengths as available for its other  products.  The lighter  weight
three-inch section is used as a highway guardrail post section.

      Split Tees (often referred to as Split Beams) are JUNIOR(R) Beams that are
split  longitudinally  through  the  web  section.  This  process  produces  two
identical T-sections that are used for ship hull reinforcement.

      J&L  Structural's  philosophy from its inception has been to incrementally
expand its product offerings and capabilities  while, at the same time, striving
to maintain high levels of profitability. The Company expects to continue to add
new products,  new sizes and/or serve new markets on an  "incremental"  basis in
the future.



                                       3
<PAGE>

      Suppliers

      Steel billets, J&L Structural's primary raw materials,  are purchased from
several domestic mini-mills as well as from foreign sources and are delivered to
J&L Structural's  mill by barge,  rail or truck. J&L Structural  issues a billet
quality  standard  which must be met by all  suppliers.  This standard  includes
specifications for billet chemistry,  dimension and surface quality.  Currently,
J&L Structural purchases  semifinished steel from two main suppliers and several
alternate  sources.  The loss or reduction in capability of either of these main
billet  suppliers  would  require J&L  Structural  to rely more heavily on their
other current sources of supply.  Management  maintains good  relationships with
all its suppliers and would not expect any  significant  impact on its financial
statements  or its  ability to source an adequate  supply of billets  assuming a
need to change its supplier mix.

      Marketing and Distribution

      J&L Structural  focuses its marketing efforts directly on end users of its
products. J&L Structural's primary marketing strategy is to position itself as a
high-quality  niche  manufacturer of a variety of lightweight  structural  steel
products.  Customer  service  and product  quality are pivotal  elements of that
strategy,  and as a  result,  J&L  Structural  maintains  close  ties  with  its
customers  and  their  markets.  Due to its  unique  mill  design  and  flexible
operating  schedule,  J&L  Structural  is able to change its mill  frequently at
minimal cost.  This allows for quick  response to customer  requirements,  while
maintaining  reasonable  inventory  levels.  As a  result,  J&L  Structural  has
established a record of superior  customer service which  differentiates it from
its competition.

      J&L Structural maintains a sales force of five salaried employees,  two of
whom are stationed in the field and three in Aliquippa. In addition, J&L engages
a  commissioned  sales agent who handles sales  opportunities  in Mexico and the
rest of Latin America,  as well as a commissioned  sales agent to handle certain
domestic sales opportunities.

      Over 85 % of J&L Structural's  shipments go directly to an end user rather
than a service center or steel  distributor.  J&L Structural  ships to customers
from three strategic locations: Aliquippa, Pennsylvania; Ambridge, Pennsylvania;
and Iuka, Mississippi. The Mississippi location is a down-river public warehouse
that charges J&L Structural a fee for unloading barges and for warehousing beams
prior to shipping to customers in the Southeast.  J&L  Structural's  location in
the Mid-Atlantic region on the inland waterway system provides good proximity to
its  major  markets.   J&L  Structural's   barge  facility   provides  low  cost
transportation  for the  bulk  movement  of  JUNIOR(R)  Beams  to be sold to the
manufactured  housing  industry in  Alabama,  Mississippi,  Tennessee  and other
Southeastern  states.  Moreover,  Indiana,  North Carolina and  Pennsylvania are
leading  states in the  production  of  manufactured  homes  and all are  within
one-day  truck  transportation.  Additionally,  Indiana leads the country in the
production of truck trailers.

      Moreover, J&L Structural's location also enables it to utilize barge, rail
and truck lines to transport both its raw materials and finished goods,  thereby
allowing it to be  responsive to its  customers.  In July 1998 the Company began
leasing  warehouse  space in Houston,  Texas and is  currently in the process of
seeking an additional distribution facility in the Southeast in order to enhance
its storage capacity.  The additional  storage capacity is expected to lower J&L
Structural's freight costs, giving it the potential to achieve higher margins in
that region.



                                       4
<PAGE>

      Competition

      J&L Structural  competes  effectively in all of its major product areas on
the basis of product  quality,  customer  service and price in a number of niche
markets characterized by few competitors.  Its location on the Ohio River allows
it  to  ship   products  to  customers  and  obtain  raw  materials  on  a  very
cost-effective  basis in  comparison  to its  competitors  and  provides it with
expanded geographic coverage in an industry which is largely regional.

      While J&L  Structural  has  competition in all of its major product lines,
the thin,  lightweight  sections J&L  Structural  manufactures  are difficult to
produce  and  therefore,  the number of  competitors  producing  these  items is
limited.  The unique design and relatively small size of J&L  Structural's  mill
enables it to efficiently  produce thin,  lightweight  profiles.  Under existing
industry  configurations  and  considering  the  aggregate  demand for its niche
products,  the Company believes that replication of J&L Structural's unique mill
design by other  companies  wishing  to compete  in these  markets  would not be
economical. J&L Structural's small powerful mill is better suited to produce the
items in its product line than larger mills operated by competitors that produce
a broader range of products.

      Three  large  steel   minimills   announced   plans  for  the   greenfield
construction  of melt  shops and  structural  rolling  mills that would have the
ability to  produce  bantam  beams  similar to J&L  Structural's  products.  The
earliest of these  announced  plants is  scheduled  to start up in the Spring of
1999. Due to the intensive level of customer  service  necessary to satisfy this
limited  niche  market,  it is difficult to determine  the impact,  if any, that
these new production facilities will have on J&L's primary markets.

      J&L  Structural's  commitment to providing a focused  product line that is
keyed off customer needs differentiates it from its competitors.  In particular,
J&L Structural:  (i) provides  superior  service and  consistently  high quality
products to its customers,  many of which purchase all or  substantially  all of
their  requirements  for  lightweight  steel  shapes from J&L  Structural,  (ii)
maintains adequate  inventories and a flexible operating schedule which makes it
more  responsive  to customer  needs and market  conditions,  (iii)  focuses its
marketing  directly on end users,  (iv) relative to its competitors,  produces a
narrow, more focused range of products,  and (v) provides value-added  finishing
services to meet specific customer needs.

      Foreign  manufacturers  do not  play a  significant  role in the  domestic
structural markets which J&L Structural serves.

      Employees

      As of August 31, 1998, J&L  Structural  employed a total of 274 employees.
The United Steelworkers of America represents approximately 191 employees at J&L
Structural  (excluding  the  Ambridge  division)  under a labor  agreement  that
expires in September  2000.  The Ambridge  division of J&L Structural and its 44
unionized  employees are also represented by the United  Steelworkers of America
on a five-year labor  agreement,  expiring in October 1999. The Company believes
that it has excellent  relationships  with both union locals. J&L Structural has
never experienced a work stoppage,  has experienced few employee  grievances and
has very little employee turnover.

      Backlog & Seasonality

      The backlog of unfilled orders for J&L Structural  typically averages less
than 60 days.  This  remains  the case even in strong  markets  due to  frequent
product  rollings  and  adequate  finished   inventory  levels  that  allow  J&L
Structural's  customers to work within short lead times.  As of August 31, 1998,
J&L Structural had open orders totaling $4,288,000. This compares with a backlog
of $4,402,000 at the same date in 1997.

      The winter months are generally  slower activity months for J&L Structural
due to the  seasonality  of the  manufactured  housing  market  and  significant
seasonal reductions in highway construction and repair programs.

      Environmental Compliance

      U.S. steel producers,  including J&L Structural,  are subject to stringent
Federal,  state and local environmental laws and regulations  concerning,  among
other things,  air  emissions,  waste water  discharge,  and solid and hazardous
waste  disposal.  Company  spending,  in the future,  for compliance  with these
environmental  laws and  regulations is not  anticipated to be  significant.  No
significant  environmental  problems have arisen concerning the use or operation
of J&L Structural's facilities or the conduct of its business.



                                       5
<PAGE>



Brighton Electric Steel Casting Division

      Products

      The principal  product  manufactured by Brighton is piercer points,  which
are disposable  tooling used by the steel industry in the production of seamless
steel tubes. Piercer points are bullet-shaped castings which are driven into the
core of heated steel billets and,  therefore,  are central in the  manufacturing
process  of  seamless  steel  tubing  products.  Generally,  seamless  tubes are
required in applications  where welded seamed tubes lack rigidity and structural
strength.  Seamless  tubing has a multitude  of  applications  ranging  from oil
production to bearings used in the automotive industry.

      The  Company  believes  that  Brighton  is the  largest  producer of small
piercer  points (1 to 250 pounds) in the United  States.  Brighton also produces
piercer  points up to 400  pounds.  In  addition  to  piercer  points,  Brighton
supplies  high alloy grate bars used by the steel  industry,  as well as hi-mill
castings and equalizer  plates used in the  suspension  systems of railway cars.
Brighton's manufacturing capabilities provide it with the opportunity to develop
new markets for its molded alloy steel castings.

      The  manufacturing  process at Brighton  begins with the  production  of a
pattern.  Brighton  relies to a great extent on an outside  pattern shop. Once a
pattern is produced,  a mold is  manufactured at Brighton's  facilities.  Molten
metal is then poured into the mold,  allowed to cool and then  "shaken"  free of
the mold to complete the finished product.  From this step Brighton may heat the
molded metal product in one of its annealing ovens after which it is machined to
final tolerances.

      The piercer  points are usable by customers  for only a limited  amount of
production before they become too worn for the process.  In some processes,  two
piercer points are used for larger seamless tubes.  Depending on the process and
materials used to manufacture  seamless  tubing, a piercer point generally has a
useful life of between two to 750 manufacturing runs before it must be replaced.
Used  piercer  points are then  returned to Brighton  for  remolding  into other
piercer points.

      Suppliers

      Brighton  purchases a variety of raw materials,  including alloys (such as
chrome, nickel,  molybdenum and tungsten),  foundry sand and grinding materials.
Brighton  currently  has strong and  established  relationships  with all of its
major  suppliers of raw materials.  Brighton has not experienced any problems in
obtaining  an  adequate  supply of raw  materials  at  reasonable  prices and it
expects the  availability  of future  supplies to be  sufficient.  Nevertheless,
limited  supplies of these raw materials  and/or  extraordinary  high prices for
such  materials  could,  among other things,  cause Brighton to lose business by
failing to meet demand,  squeeze its profit margins and/or  encourage the use of
substitute products.

      Marketing and Distribution

      Brighton has a dominant  market share of the small piercer points business
in the United  States and excels in  providing  quality  service  and  products.
However,  Brighton's  customer base is limited.  Essentially,  the customer base
consists  of several  major  accounts  that  account  for  approximately  90% of
Brighton's  revenues.  A  major  loss  of  one or  more  of  its  accounts  or a
significant  reduction  in demand by the steel  industry  would  have an adverse
impact on Brighton's profitability.

      Competition

      Brighton  has limited  competition  in the small  piercer  point (1 to 250
pounds) market. Its main competition is Columbiana Foundry  ("Columbiana") based
in Columbiana, Ohio which produces a wide variety of castings, including piercer
points.  In the past,  Columbiana  has focused its efforts on  producing  larger
piercer points.

      Employees

      As of August 31, 1998, Brighton employed a total of 20 employees.  Most of
Brighton's personnel are represented by the United Steelworkers of America under
a contract  that expires in December  2001.  The Company  considers its employee
relations at Brighton to be good.

      Backlog & Seasonality

      Brighton  typically  ships products within 30 days of receipt of an order.
Therefore, Brighton does not maintain a significant backlog of unshipped orders.
As of August 31, 1998,  Brighton had firm open orders  totaling  $567,000.  This
compares to a backlog of $450,000  at the same date in 1997.  Brighton  does not
consider its business to be seasonal.



                                       6
<PAGE>

      Environmental Compliance

      Brighton  operates  with  several  environmental  permits  issued  by  the
Pennsylvania   Department   of   Environmental    Protection.   No   significant
environmental problems have arisen concerning the use or operation of Brighton's
facilities  or the  conduct  of its  business.  However,  a change in the law or
regulations at either the federal,  state or local level could adversely  impact
the operations of Brighton.

Financial  Information  Regarding  Industry  Segments and Foreign and Domestic
Operations

      Financial  information  about the Company's  various industry segments and
its foreign and domestic  operations and export sales is contained in Note 13 of
the Notes to the Consolidated  Financial  Statements of the Company contained in
item 14 of this Form 10-K. The Company's continuing  operations do not currently
have significant export sales or any foreign operations.

ITEM 2.    PROPERTIES

      CPT's  principal  executive  offices  are located at 1430  Broadway,  13th
Floor,  New York, New York. The New York offices are occupied under a subleasing
arrangement on a month-to-month lease.

      The Company's facilities include: (i) J&L Structural - a reheat furnace, a
unique  close-tolerance  fourteen  stand  continuous  rolling  mill,  a hot bed,
straighteners,   and  sawing,   stacking  and  bundling  facilities  located  on
approximately 33 acres on the Ohio River in Aliquippa,  Pennsylvania,  with over
265,000 square feet under roof and an adjacent barge loading facility;  (ii) J&L
Structural's  Ambridge  division - a  fabricating  facility  located in a leased
facility  in  Ambridge,  Pennsylvania,  approximately  five  miles from the main
facilities;  and (iii) Brighton's headquarters and manufacturing plant, a 25,000
square foot facility,  located in Beaver Falls,  Pennsylvania,  approximately 10
miles from J&L Structural.  J&L  Structural's  Aliquippa  facility is secured by
mortgages to its senior and subordinated lenders.

      CCC holds title to 38 acres of undeveloped land adjacent to J&L Structural
in Aliquippa, Pennsylvania. The property was acquired subject to an agreed order
between CCC and the Pennsylvania Department of Environmental  Protection.  Under
the agreement by which this parcel was acquired,  the Beaver County  Corporation
for Economic  Development  has a right of first refusal to repurchase the parcel
for an amount  approximating the purchase price plus all  environmental  testing
and  remediation  costs  incurred  by  CCC  and  its  affiliates  if  CCC or its
affiliates  attempt to sell or  transfer  the  property  to a third  party whose
intent is other than to ultimately  construct a melt shop and continuous  caster
on the property.

ITEM 3.    LEGAL PROCEEDINGS

      The Industrial and Allied  Employees  Union Local No. 73 Pension Plan (the
"Plan")   issued  a  claim  for  payment  of   withdrawal   liability   totaling
approximately  $870,000  under Section 4219 of ERISA  against Hupp,  CPT and all
"controlled group members",  as a result of Hupp's cessation of contributions to
the Plan  following the  discontinuance  of Hupp's  business in October 1994. On
July 10, 1996, the arbitrator sustained the Plan's claim of withdrawal liability
against  CPT.  Pursuant to ERISA,  CPT  subsequently  appealed  the  arbitration
decision to the U.S. District Court for the Northern District of Ohio ("District
Court"). As of August 31, 1997, CPT has made payments aggregating  approximately
$741,000 to the Plan and as of June 30,  1996,  had fully  accrued the amount of
the  outstanding  claim less  payments  made through that date. On September 17,
1997,  in response to CPT's  appeal,  the District  Court  vacated in part,  and
confirmed in part the arbitrator's award. In its final and appealable judgement,
the District  Court ruled in favor of the Plan in the amount of $62,696.  As the
decision is currently on appeal, CPT has not recorded any gain contingency.

      In 1995, J&L signed a contract for turn-key  development,  fabrication and
installation of a new reheat  furnace.  Furnace startup took place in July 1996,
with the entire project having a total cost of  approximately  $8.5 million.  Of
this amount,  $7.1  million has been  disbursed  through June 30, 1998,  and the
remaining  amount of $1.4  million  representing  the  retention on the original
project has not been paid and is recorded in accounts  payable at June 30, 1998.
J&L is  currently  in the  process  of  arbitration  with  the  furnace  builder
regarding the final payment as the Company believes  performance testing results
did not meet contract  specifications.  A determination of the likely outcome of
the arbitration is unknown at this time.

     The  Company is  involved in various  legal  actions  arising in the normal
course of business.  While it is not possible to determine  with  certainty  the
outcome of these matters, in the opinion of management,  the eventual resolution
of the claims and actions outstanding will not have a material adverse effect on
the Company's financial position or operating results.



                                       7
<PAGE>

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           NONE

                                   PART II

ITEM 5.    MARKET FOR  REGISTRANTS'  COMMON  EQUITY AND  RELATED  STOCKHOLDERS
           MATTERS

      Between September 1992 and August 1994, CPT's Common Stock was included in
the NASDAQ Small Cap Market, also known as the NASDAQ System. In August of 1994,
the Common  Stock of CPT was  delisted  from the Small Cap Market for failure to
meet the minimum bid price of $1.00.  Since August of 1994, the Company's Common
Stock has traded over-the-counter with quotations for the stock available in the
"pink  sheets" or through the  over-the-counter  Bulletin  Board of the National
Association of Securities Dealers, Inc.

      The  following  table sets forth for each of the  periods  indicated,  the
range of the high and low bid  prices  for CPT's  common  stock,  rounded to the
nearest 1/64 of a dollar, based on quotations obtained from the NASDAQ Small Cap
Market and through the over-the-counter bulletin board.

                                   Fiscal 1998
                                                High      Low
     First Quarter (7/1-9/30/97)               $2.25    $1.00
     Second Quarter (10/1-12/31/97)             2.13     1.31
     Third Quarter (1/1-3/31/98)                1.69     1.38
     Fourth Quarter (4/1-6/30/98)               2.56     1.50

                                   Fiscal 1997
                                                High      Low
     First Quarter (7/1-9/30/96)               $3.75    $2.12
     Second Quarter (10/1-12/31/96)             3.00     0.75
     Third Quarter (1/1-3/31/97)                1.70     0.62
     Fourth Quarter (4/1-6/30/97)               1.25     0.94

      The quoted bid prices reflect inter-dealer prices without retail mark-ups,
mark-downs,  or commissions and may not necessarily reflect actual transactions.
As of August 31, 1998, there were approximately 1,756 common stockholders.

      Dividend Policy

      CPT has not paid any cash  dividends  on its common  stock within the last
three  fiscal  years  and has no plan to pay any  dividends  in the  foreseeable
future.



                                       8
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA

 Selected Income Statement Data as of and for the Years Ended June 30: (1)(2)
                       (in 000's except per share data)

                                  1998     1997      1996     1995      1994
                                  ----     ----      ----     ----      ----
Total net revenue               $110,830 $98,199   $101,011 $31,208    $5,785
Income (loss) from continuing
  operations after income taxes     558   (2,654)   (2,654)     410       232
Loss from operations
  of discontinued subsidiaries        -        -         -     (553)   (2,201)
Net gain (loss) on disposal of
  discontinued subsidiaries           -        -     2,220    2,129    (6,371)
Income (loss) before income
  taxes and extraordinary items     558   (2,654)      311    1,986    (8,340)
Gain on extraordinary item            -        -         -    3,527         -
Net income (loss)                   558   (2,654)      311    5,513    (8,340)

Earnings (loss) per share
  assuming full dilution:
From continuing operations       $ 0.10   $(1.76)   $(1.26)   $ .27      $.15
                                                
From discontinued operations         -         -      1.46     1.04     (5.67)
Extraordinary item                   -         -         -     2.34         -
                                   ----     ----      ----     ----      ---- 
Net earnings (loss) per share    $ 0.10   $(1.76)   $ 0.21   $ 3.65    $(5.52)
                                 ======   ======    ======   ======    ======
Fully-diluted common and
  common equivalent shares        
  outstanding (000's)             2,243    1,510     1,510    1,510     1,510

Selected Balance Sheet Data(2):

Total current assets            $21,899  $19,756   $19,623  $19,951    $5,045
Total assets                     66,405   67,170    68,584   61,203     8,431
Current liabilities              21,058   18,686    15,709   16,041    11,857
Long-term obligations, net of
  current portion                53,571   57,255    59,288   52,339     2,500
Redeemable preferred stock            -        -         -        -       350
Common shareholders'      
   deficit                      (11,080) (11,638)   (8,984)  (9,671)   (6,472)

      (1) As a result of the final  discontinuance  of operations for Hupp as of
October 27, 1994,  the  consolidated  statements of operations  for fiscal years
ended June 30, 1996,  1995, and 1994 have reflected the results of operations of
Hupp as  discontinued  operations.  In addition,  certain  secured and unsecured
liabilities associated with the operations of Hupp have been treated as forgiven
in the years  ended  June 30,  1996 and 1995  based on the  outcome  of  certain
bankruptcy proceedings and a secured party asset sale.
See Note 1 to the Consolidated Financial Statements.

     (2) On April 6, 1995,  J&L, an indirect,  majority-owned  subsidiary of the
Company,  acquired the business and  substantially  all of the assets of JLS and
TCI.  The  Acquisition  was  accounted  for as a  purchase  and the  results  of
operations for the acquired assets from the date of acquisition  (April 6, 1995)
through June 30, 1995, were included in the Company's  consolidated statement of
operations for the fiscal year ended June 30, 1995.



                                       9
<PAGE>

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

      Significant Events

      The Company evaluates  potential prospects for growth of its business from
time to time, including through  acquisitions of existing  businesses.  In April
1997, the Company  announced a proposal to negotiate the acquisition of Steel of
West Virginia,  Inc. for $9.00 per share in cash,  however,  was unsuccessful in
this  endeavor.  Costs  incurred  relating to this event  totaled  approximately
$600,000.

      On October 27, 1994,  due to continuing  operating  losses,  Hupp's senior
lender proceeded with a secured party sale of the assets of Hupp to an unrelated
party.  As a result,  all operations of Hupp and its  wholly-owned  division DCM
were discontinued shortly thereafter. The loss from the final discontinuation of
operations  has been  reflected  in the fiscal  1995  financial  statements  and
results  for the  previous  fiscal  years ended June 30, 1994 and 1993 have been
restated to show the  discontinuation.  In  addition,  on July 24, 1995, a final
decree was issued by the  Bankruptcy  Court for the  Northern  District  of Ohio
closing the Chapter 11 case filed by Hupp prior to the Company's  acquisition of
Hupp. As a result,  certain notes payable,  unsecured  creditor  obligations and
administrative   claims   relating  to  the  Chapter  11  filing  and   totaling
approximately  $3,527,000 were forgiven.  Certain other unsecured liabilities of
Hupp which remained  outstanding  subsequent to the secured party sale of assets
discussed above which totaled approximately $2,220,000,  were written off during
the year ended June 30, 1996. The  $2,220,000 and $3,527,000  have been recorded
in  the  Company's   consolidated   statement  of  operations  as  a  gain  from
discontinued  operations  and an  extraordinary  item for the fiscal years ended
June 30, 1996 and 1995, respectively.

      Results of Operations

      Net Sales

     The Company  recorded  net sales of  $110,830,000  for the fiscal year 1998
which compares to net sales of  $98,199,000  and  $101,011,000  recorded for the
years  ended  June 30,  1997 and  1996,  respectively.  For  fiscal  year  1998,
$104,227,000 was attributable to the J&L Structural operations, while $6,603,000
was  attributable  to Brighton's  operation.  This compares to  $92,144,000  and
$94,609,000  for J&L and  $6,055,000 and $6,402,000 for Brighton in fiscal years
1997 and 1996,  respectively.  The  increase in net sales at J&L compared to the
prior fiscal year was due primarily to the continuing growth of the manufactured
housing segment of the Company's  business as well as a significant  increase in
sales  volume  of  steel  service   center   products.   Tonnage   increases  of
approximately  9.1% and 4.0% during 1997 and 1996,  respectively,  were noted in
the  manufactured  housing  segment,  while the  construction  and steel service
center market  showed  increases of  approximately  70.0% and 0% during 1997 and
1996, respectively.  J&L experienced a slight volume decrease in the competitive
highway  safety system market,  while sales volume in the truck trailer  segment
was relatively constant during 1998 compared to 1997, but fell 23.0% during 1997
compared to 1996 due to a reduction of inventories  and a general  consolidation
of accounts.  Brighton's  net sales  typically  fluctuate  around a narrow range
dependent primarily on product mix of deliveries.

      The Company  recorded net sales of  $28,882,000  and  $27,264,000  for the
three-month periods ended June 30, 1998 and 1997, respectively.  The three-month
net  sales  for  June  30,  1998  and 1997  are  comprised  of  $27,149,000  and
$1,733,000,  and  $25,830,000  and  $1,434,000  for J&L Structural and Brighton,
respectively.  Volume  increases,  primarily  in  shipments  to customers in the
manufactured housing and construction services industries accounted for the 5.1%
increase in net sales between years.

      Gross Margins

      Gross margins as a percentage of net sales were 14.4%,  12.2%,  and 12.9%,
respectively  for fiscal  years  1998,  1997,  and 1996.  Gross  margins for J&L
Structural  for fiscal  1998 were 13.7% while  margins at  Brighton  during that
period were 29.5%. These percentages  compare to 11.2% and 27.7% for fiscal 1997
and 11.4% and 24.2% for fiscal 1996, respectively.

      At J&L Structural, productivity and yield issues encountered during fiscal
year 1997 with the startup of a new reheat  furnace did not allow the Company to
realize  many of the benefits  that had been  anticipated  from this  equipment.
During fiscal year 1998, as these technical and operating  issues were resolved,
operating  performance  improved.  Additionally,  in fiscal year 1997,  a charge
totaling $767,000 was taken in the fourth quarter  representing  engineering and
feasibility  studies  relating to the intended  construction  of a melt shop and
caster,  which would  produce  billets to be processed by J&L  Structural.  This
non-recurring  charge during  fiscal 1997 had the effect of reducing  margins at
J&L  Structural  by 0.8%  for  that  year.  Additionally,  during  fiscal  1998,
significant volume increases of 13% allowed the spread of production costs which
helped improve product margin. The favorable effect of improved productivity and
yield related to the reheat furnace as well as the increased sales volume during
1998 was somewhat offset by slightly higher billet costs from Company suppliers.



                                       10
<PAGE>

      Brighton  margins  improved  significantly  between  fiscal 1998 and 1997,
reflecting the sale of higher priced, higher margin items.

      Gross  margins as a percentage  of net sales for the  three-month  periods
ended June 30,  1998 and 1997 were 13.2% and 31.8%,  and 10.3% and 30.2% for J&L
Structural and Brighton,  respectively.  Quarterly comparison for J&L Structural
reflect  improved  productivity  and yield as well as slight volume  improvement
offset by higher billet costs and the fourth quarter 1997  non-recurring  charge
for deferred costs  mentioned  previously.  Quarterly  comparisons of Brighton's
gross margins illustrates an improvement based on increased volume.

      Selling, General and Administrative Expenses

      Selling,   general  and   administrative   expenses  totaled   $7,278,000,
$6,576,000  and   $7,075,000   for  the  fiscal  years  1998,   1997  and  1996,
respectively.  As a percentage of revenues,  the amounts  represented 6.6%, 6.7%
and 7.0% of net  revenues,  respectively.  Expenses in fiscal year 1998 included
over $250,000 in legal and professional  fees relating to arbitration  issues in
connection with the reheat furnace  retention  holdback  discussed more fully in
Note 11 to the  financial  statements,  and over  $100,000 of costs related to a
business  system/computer  study.  Research and  development  costs  included in
general and administrative expenses totaled approximately $213,000, $230,000 and
$0  for  fiscal  1998,  1997  and  1996,   respectively.   During  fiscal  1996,
approximately  $600,000  was  expensed  in general and  administrative  expenses
related to  additional  accruals for the Hupp  litigation  with the pension plan
sponsor discussed more fully in Note 11 to the financial statements.

      Interest Expense

     Interest  expense  totaled  $7,624,000,  $7,517,000  and $7,193,000 for the
fiscal years 1998, 1997 and 1996, respectively. The increase in interest expense
during  fiscal 1998 and 1997 when  compared to fiscal 1996 was due  primarily to
approximately  $130,000  and  $262,000 of  incremental  interest  expense  being
capitalized  during the construction phase of the new reheat furnace in 1997 and
1996,  respectively,  in addition to a slight increase in the prime lending rate
during fiscal 1996.

      Other Income/Expense

      Expenses for fiscal 1998 and 1997 reflect expenditures  incurred resulting
from  professional  fees relating to the failed  acquisition of a steel company.
Expenses for fiscal 1996 reflect a charge of $828,000, related to the signing of
a labor agreement with the local United Steelworkers of Americas union.

      Liquidity and Capital Resources

     The Company's  cash flows from  operating  activities  totaled  $4,243,000,
$4,646,000,  and $1,866,000 for the fiscal years ended June 30, 1998,  1997, and
1996,  respectively.  The slight reduction in cash flows from operations  during
fiscal 1998  compared  to fiscal  1997  resulted  from  higher  earnings  offset
entirely  by a buildup in  inventory  levels from the less than  optimum  levels
which  existed at the close of fiscal  1997.  Lower  cash flows from  operations
during  fiscal 1996  compared to fiscal 1997  resulted  mainly from a buildup of
inventories  in  preparation  of the  startup of the new reheat  furnace in July
1996.

     The Company's cash flows from investing  activities  totaled  ($1,379,000),
($3,219,000) and ($9,973,000) for the fiscal years ended June 30, 1998, 1997 and
1996,  respectively.  Capital  expenditures  during  fiscal 1998 were  primarily
maintenance and  refurbishment  spend.  During fiscal 1996 & 1997, J&L completed
the installation of a new reheat furnace, the total contracted cost of which was
$8.5 million of which $7.1  million has been  expended  during these years.  The
remaining  $1.4 million owed to the  contractor  under the terms of the contract
represents  a  retention  amount.   Differences  between  the  Company  and  the
contractor   relating  to  numerous   technical  and  operating  issues  on  the
construction  and  operation of the new furnace  still remain  unaddressed,  and
resolution  of these issues will take place in binding  arbitration.  The timing
for resolution and final  determination  of the portion of the $1.4 million,  if
any,  which will be owed to the  contractor is unknown at this time. The balance
of  funds  utilized  for  investing  activities  is  primarily  directed  toward
maintenance and refurbishment spending.

      The Company's cash flows from financing  activities totaled  ($2,886,000),
($1,540,000) and $7,309,000 for fiscal 1998, 1997 and 1996, respectively. Fiscal
1998 reflects net repayments under the Company's  existing credit  arrangements.
During fiscal 1997 and 1996,  the reheat  furnace  project was financed  through
borrowings from the senior lender capital expenditure facility,  borrowings from
state and county sources and from the excess availability that existed under the
revolving  credit  facility.  These  credit  advances  were  somewhat  offset by
approximately $2.1 million repayments of term debt.

     Cash and cash equivalents totaled $37,000, $61,000, and $174,000 as of June
30, 1998,  1997,  and 1996,  respectively.  Although the Company's  total equity
represents a deficit of approximately $11,080,000,  this position is due largely
to  the  basis  adjustment  for  the  Company's  leveraged  acquisition  of  J&L
Structural  during  fiscal  1995.   Management  believes  that  cash  flow  from
operations will continue to satisfy the Company's requirements to fund operating
expenses,  debt service, and maintenance and refurbishment  capital expenditures
in the future.



                                       11
<PAGE>

      Forward Looking Statements

      This Report contains forward-looking  statements within the meaning of the
Private Securities  Litigation Reform Act of 1995.  Investors are cautioned that
any  forward-looking  statements,  including  statements  regarding  the intent,
belief,  or  current  expectations  of the  Company or its  management,  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual results may differ materially from those in forward-looking statements as
a result of various  factors  including,  but not limited to: (i) a  significant
downturn  in  manufactured  housing  construction  and sales,  (ii)  significant
negative  pricing  actions by competitors or (iii) billet costs may increase and
J&L may not have the ability to pass such costs to customers.

      Recent Accounting Standards

     In June 1997, the FASB issued Statement of Financial  Accounting  Standards
SFAS No. 130, Reporting  Comprehensive Income, which establishes standards for
the reporting and display of  comprehensive  income and its components in a full
set of  general-purpose  financial  statements.  SFAS No. 130 is not expected to
have a material  impact on the Company.  The standard  will be effective for the
Company for the year ending June 30, 1999.

     In June 1997, the FASB issued SFAS No. 131,  Disclosures  about Segments of
an  Enterprise  and  Related  Information,  which  changes  the way that  public
business  enterprises  report  information  about  operating  segments in annual
financial  statements  and  requires  that  those  enterprises  report  selected
information  about reportable  segments in interim  financial  reports issued to
shareholders.  In accordance  with SFAS No. 131, the Company will be required to
make  expanded  disclosures  relating to its products and markets.  The standard
will be effective for the Company for the year ending June 30, 1999.

     In February  1998,  the FASB issued  SFAS No. 132,  Employers'  Disclosures
about  Pensions  and Other  Post-retirement  Benefits,  which  standardizes  the
disclosure  requirement  for pensions and other  post-retirement  benefits.  The
implementation  of SFAS No. 132 is not expected to have a material impact on the
Company's financial  statements.  The standard will be effective for the Company
for the year ending June 30, 1999.

     The Company is exposed to certain market risks from  transactions  that are
entered into during the normal course of business. The Company's policies do not
permit active trading of, or speculation in, derivative  financial  instruments.
The Company's  primary  market risk exposure  relates to interest rate risk. The
Company manages its interest rate risk in order to balance its exposure  between
fixed and variable rates while attempting to minimize its interest costs.

      Year 2000 Disclosure

      The  Company's  management  has begun a program  to ensure  the  Company's
computer  systems,  related business  applications and production  machinery are
compliant for the year 2000. The Company has  contracted  with and believes that
its year 2000 issues will be addressed by software system engineers.  The system
revisions  will  occur  and be tested  during  the  first  half of fiscal  1999.
Management  believes  that the  risks of  implementation  are  minimal  as their
consultants  are quite  familiar with the Company's  systems and have  performed
systems modifications  successfully in the past. The cost of these modifications
should total less than $100,000.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

           INCLUDED IN ITEM 14

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

           NONE



                                       12
<PAGE>



                                   PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The names,  ages and positions of the directors and executive  officers of
CPT as of August 31, 1998 are as follows:

       Name                Age       Positions
       ----------------------------------------------------------------------

       Richard L. Kramer   49        Chairman of the Board, Director and
                                     Secretary of CPT

       William L. Remley   47        President, Treasurer and Director of
                                     CPT

       Richard C. Hoffman  50        Director of CPT

     Mr. Kramer has served as Chairman of the Board,  a Director,  and Secretary
of the Company since January 3, 1992. Mr. Kramer is also Chairman and a director
of Mentmore Holdings Corporation ("Mentmore"),  Texfi Industries Inc., a textile
and apparel  manufacturing firm,  Weldotron  Corporation,  a packaging equipment
manufacturer,  Orion Acquisition Corp. II, an investment  company,  MC Equities,
Inc., an insurance holding company,  Stellex Industries,  Inc., an aerospace and
machining  manufacturing  firm,  Precise  Holding  Corporation,  a full service,
custom injection molder of precision plastic products,  and Republic  Properties
Corporation, a private real estate development firm. Mr. Kramer is also Chairman
of the Board, a Director,  Vice  President and Secretary for Trinity  Investment
Corp. ("Trinity"), Ascott Wing, Inc. ("Ascott") and Halton House Limited.

     Mr.  Remley has served as a Director,  President and Treasurer of CPT since
January 3, 1992. Mr. Remley is also  President,  Chief  Executive  Officer and a
director of Mentmore Holdings Corporation and Weldotron Corporation, a packaging
equipment manufacturer, Vice-Chairman, Chief Executive Officer and a director of
Texfi Industries,  Inc. Mr. Remley is the Vice Chairman, Chief Executive Officer
and  a  director  of  Stellex  Industries,  Inc.,  an  aerospace  and  machining
manufacturing  firm.  Mr.  Remley is also a director of MC  Equities,  Inc.,  an
insurance holding company,  Orion  Acquisition Corp. II, an investment  company,
Republic Properties Corporation, a private real estate development firm, Precise
Holding Corporation, a full service custom injection molder of precision plastic
products, and Sunderland Industrial Holdings Corporation.

      Mr. Hoffman is a licensed  attorney who has served as General Counsel of
the Company  since January 1995 and  Assistant  Secretary  since July 1995. He
currently practices law as Richard C. Hoffman P.C. in Greenwich, Connecticut.




                                       13
<PAGE>

ITEM 11.   EXECUTIVE COMPENSATION

      The following  table sets forth the  compensation  paid to Mr.  William L.
Remley for the fiscal  years  1998,  1997 and 1996,  as the only paid  executive
officer of the Company.

                                         Annual Compensation
                       --------------------------------------------------------
       Name and                         Salary         Bonus     Other Annual
  Principal Position       Year            ($)          ($)      Compensation
  ------------------       ----           ----          ---      ------------

         (a)                (b)           (c)           (d)           (e)

  William L. Remley        1998           -0-           -0-         $12,000
      President (1)

                           1997           -0-           -0-         $12,000

                           1996           -0-           -0-         $12,000

(1)  Mr. Remley is an executive officer and director of Mentmore, which pursuant
     to a Management  Agreement,  provides the Company and its subsidiaries with
     general management, advisory, consulting and other services in exchange for
     an annual management fee. See Part III, Item 13 ("Certain Transactions.")

ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT

     The  distribution of shares of the Company's  Common Stock to certain March
20, 1998, the Company filed an Application to Reopen Case with the United lasses
of claimants under the  Reorganization  Plan has not been  completed.  On States
Bankruptcy  Court,  District of  Minnesota,  Fourth  Division  (the  "Bankruptcy
Court"),  which was granted by the Bankruptcy  Court on March 27, 1998. On April
21, 1998,  the Company filed a Motion for  Authority to Make Final  Distribution
and Other Relief as is Necessary  for the  Consummation  of the Plan,  which was
granted on May 13, 1998  pursuant to an order  entered by the  Bankruptcy  Court
(the "Distribution  Order"). The Company is in the process of complying with the
procedures set forth in the Distribution Order to effect a final distribution of
shares of Common  Stock  under the  Reorganization  Plan.  As of August 31, 1998
Norwest Bank Minnesota,  N.A. ("Norwest") held 378,600 shares of Common Stock as
the escrow  agent of the shares of Common Stock to be  distributed  in the final
distribution.

      The following table sets forth certain information, as of August 31, 1998,
with respect to the  beneficial  ownership of Common Stock by each person who is
known by the Company to own beneficially  more than 5% of outstanding  shares of
CPT's Common  Stock,  by each director of CPT, and by all officers and directors
as a group:
                                    Number of
                                     Shares
                                               Beneficially   Percent of
      Name                                       Owned (1)   Common Stock
      Richard L. Kramer (2)                         -0-           -0-
      William L. Remley (2)                         -0-           -0-
      Ascott Wing, Inc. (3)                       604,586       15.87%
      Trinity Investment Corp. (4)(5)           2,372,500       62.27%
      Halton House Limited (3)(5)(6)            2,977,086       78.14%
      The Halton Declaration of Trust     
         (3)(5)(6)                              2,977,086       78.14%
      Bahamas Protectors Ltd., a Bahamian
         corporation (3)(5)(6)                  2,977,086       78.14%
      All Directors and Officers as a group(3
         persons including those named above)    
         (4)(5)(7)                              2,977,086       78.14%

(1) The Persons  named in the table have sole voting and  investment  power with
respect to all shares of Common  Stock  shown as  beneficially  owned by each of
them, subject to community property laws, where applicable,  and the information
contained in other footnotes to the table.

(2) Messrs.  Kramer and Remley are directors  and  executive  officers of Ascott
Wing, Inc. and Trinity Investment Corp. (See Notes 3, 4 and 5.) Messers.  Kramer
and Remley disclaim  beneficial  ownership of the Common Stock held of record by
Ascott Wing and Trinity, and Warrants to purchase Common Stock held by Trinity.

(3) The principal  offices of Ascott Wing are at 1430 Broadway,  13th Floor, New
York, New York 10018. Halton House Limited, owns all of the outstanding stock of
Ascott.  Halton House Limited's  principal offices are located at c/o Coutts and
Company  (Bahamas)  LTD.,  P.O.  Box N7788,  West Bay Street,  Nassau,  Bahamas.
William L. Remley and Richard L. Kramer are directors and executive  officers of
Ascott Wing and Halton House Limited.  The Halton  Declaration of Trust ("Halton
Trust") whose  principal  address is c/o Coutts and Company  (Bahamas) LTD, P.O.
Box N7788,  West Bay Street,  Nassau,  Bahamas,  is the majority owner of Halton
House  Limited.   All  powers  with  respect  to  investment  voting  securities
beneficially owned by Halton Trust are exercisable by Bahamas Protectors Ltd., a
Bahamian corporation, protector under the constituent documents of Halton Trust.
Bahamas Protectors Ltd.'s business address is c/o Private Trust Corp., Charlotte
House, Charlotte Street, Nassau, Bahamas.



                                       14
<PAGE>

(4) The principal offices of Trinity are at 1430 Broadway, 13th Floor, New York,
New York  10018.  Halton  House  Limited  owns all of the  outstanding  stock of
Trinity  (see Note 2 above).  William  L.  Remley  and  Richard  L.  Kramer  are
directors and executive officers of Trinity.

(5)  Includes  2,300,000  shares  that could be  acquired  upon  exercise of two
separate Warrants: one warrant representing a right to purchase 2,000,000 shares
at an exercise price of $1.00 per share and one warrant  representing a right to
purchase 300,000 shares at an exercise price of $4.00 per share. (see Item 13).

(6)  Includes  shares owned by Ascott and shares  subject to a Warrant  owned by
Trinity (see Note 4 above).

(7) Includes  shares over which Mr. Remley and Mr. Kramer may be deemed to share
voting and investment power (see Notes 3 and 4 above).

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On February 1, 1996,  Trinity and CPT entered  into an  unsecured  line of
credit  agreement  totaling $1 million and bearing  interest at 13% payable with
interest  only  semi-annually  beginning  April 1, 1996,  until due in December,
2002. This line of credit was established to satisfy debt service at the holding
company level. In conjunction with the execution of the line of credit,  300,000
warrants  for CPT stock have been  issued to  Trinity  for a period of ten years
with an exercise price of $4.00 per warrant.

      On  April 1,  1995,  CPT  entered  into a Credit  Agreement  and  Security
Agreement with Trinity wherein  Trinity agreed to loan CPT the principal  amount
of $6,730,000  for the purpose of making a required  $5,000,000  equity  capital
infusion to JLH in order to consummate the  Acquisition of the assets of JLS and
TCI, to retire the  existing  Variable  Rate  Debenture of CPT to Trinity in the
amount of $900,000  dated  February  5, 1993 and to satisfy  and retire  certain
other short-term  obligations of CPT plus accrued interest.  Included within the
Credit Agreement was the following:

      1. A fixed  rate  Debenture  of CPT dated  April 1, 1995  under  which CPT
promises  to pay  Trinity,  or any  subsequent  holder  of  the  Debenture,  the
principal sum of $6,730,000,  plus accrued and unpaid interest at the fixed rate
of 13% per annum and costs provided therein, on or before December 15, 2002.

      2. A Warrant Purchase Agreement dated April 1, 1995 by and between CPT and
Trinity,  in which  (i) CPT  granted  to  Trinity  Warrants  to  purchase  up to
2,000,000  shares of the common stock of CPT at an exercise  price of $ 1.00 per
share,  (ii)  CPT  made  certain   representations   to  Trinity  regarding  its
capitalization, the shares of Common Stock outstanding, the authorization of the
Warrant and the continued  truth and accuracy of  representations  of CPT in the
Credit   Agreement   and  Security   Agreement,   (iii)   Trinity  made  certain
representations  to CPT, including  representations  regarding the status of the
Warrant (and the  underlying  shares of Common Stock,  if issued) as "restricted
securities"  due to the  anticipated  issuance  of such  securities  pursuant to
exemptions from registration  under the Securities Act of 1933, as amended,  and
(iv) CPT granted  Trinity  certain rights to receive  financial  information and
reports of the Company and to inspect the assets, properties,  books and records
of the Company and its subsidiaries.

      3.  Security  Agreement  dated  April 1, 1995,  between CPT and Trinity in
which CPT  pledged  all of its shares of JLH to Trinity  as  collateral  for the
performance of its obligations under the new Credit Agreement.

      Trinity has its principal business and executive offices at 1430 Broadway,
13th  Floor,  New York,  New York  10018.  Trinity is engaged in the  investment
business. Richard L. Kramer is Chairman of the Board, a Director, Vice President
and  Secretary of Trinity,  and William L. Remley is a Director,  President  and
Treasurer of Trinity.

      Halton House Limited, a Bahamian Corporation,  owns all of the outstanding
capital  stock of Trinity and Ascott  Wing.  Halton  House  Limited is a holding
company with  interests in investment and  industrial/  manufacturing/technology
companies.  Richard  L.  Kramer is  Chairman  of the  Board,  a  Director,  Vice
President  and  Secretary  of Halton House  Limited,  and William L. Remley is a
Director,  President and Treasurer of Halton House Limited. Halton House Limited
is owned  beneficially  by The  Halton  Declaration  of  Trust  which is a trust
created  under the laws of the Bahamas.  As of August 26, 1998,  all powers with
respect to  investment  or voting  securities  beneficially  owned by The Halton
Declaration  of Trust are currently  exercisable by Bahamas  Protectors  Ltd., a
Bahamian  corporation,  protector under the constituent  documents of The Halton
Declaration of Trust.

      Ascott  Wing has its  principal  business  and  executive  offices at 1430
Broadway,  13th Floor,  New York, New York 10018.  Ascott Wing is engaged in the
investment  business.  Richard L. Kramer is  Chairman of the Board,  a Director,
Vice  President  and  Secretary  of Ascott  Wing,  and  William  L.  Remley is a
Director, President and Treasurer of Ascott Wing. The preferred stock redemption
obligation to Ascott Wing including  accrued  dividends  through March 15, 1995,
totaling  $475,204  was  converted  to a deferred  purchase  money note  bearing
interest at a rate of 11% and payable interest only annually beginning March 15,
1996 and due December, 2002.



                                       15
<PAGE>

      A  management  agreement  exists  between  CPT and J&L  whereby CPT or its
designated affiliate provides executive management advisory services to J&L. The
contract term of the agreement is for a period of six years through March,  2001
and is  subject  to being  automatically  renewed  annually  thereafter,  unless
terminated by either party to the agreement.  Annual  compensation  to CPT under
this agreement totals $600,000,  which includes  out-of-pocket expenses incurred
by CPT of up to $150,000  annually.  CPT exercised its right under the agreement
to  designate  Mentmore  Holdings  Corporation  ("Mentmore")  as the  management
advisory  service provider and as a result has assigned all fees to which CPT is
entitled  under this  agreement  to  Mentmore.  Management  fee expense  paid to
Mentmore  for each of the years  ended June 30,  1998,  1997 and 1996 under this
agreement totaled $600,000,  respectively.  Richard L. Kramer is Chairman of the
Board,  a Director  and  Secretary  of  Mentmore,  and  William  L.  Remley is a
Director, President and Treasurer of Mentmore.




PART IV

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

A.     Documents to be filed as part of this Report.

      1.   The following  financial  statements of the Company and the report of
           its independent auditors are filed herewith:
                                                           Page of this Report

      Independent Auditors' Report of Deloitte & Touche LLP.............18
      Financial Statements:
      Consolidated Balance Sheets as of June 30, 1998 and 1997..........19
      Consolidated Statements of Operations for the Years Ended
           June 30, 1998, 1997, 1996 ...................................20
      Consolidated Statements of Changes in Shareholders' Deficit
           for the Years Ended June 30, 1998, 1997, 1996................21
      Consolidated Statements of Cash Flows for the Years Ended
           June 30, 1998, 1997, 1996....................................22
      Notes to Consolidated Financial Statements........................24

      2.   The following  financial statement schedules of the Company are filed
           herewith:

                                                           Page of this Report

           Financial Statement Schedules
           I -  Condensed Financial Information of Registrant...........33
           II - Valuation and Qualifying Accounts.......................34

           Exhibit 27 - Financial Data Schedule.........................35

      Schedules other than those listed above are omitted because of the absence
      of the conditions under which they are required or because the information
      required is included in the financial statements or the notes thereto.

B.    Reports on Form 8-K
               None



                                       16
<PAGE>


SIGNATURES

      Pursuant  to the  requirements  of Section 13 or 15 (d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: September 29, 1998               CPT HOLDINGS, INC.


                                        By:   /s/William L. Remley
                                              ----------------------------
                                              William L. Remley, President

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/ Richard L. Kramer      Chairman of the Board,       September 29, 1998
---------------------      Secretary and Director                         
Richard L. Kramer                                                             

/s/ William L. Remley      President, Treasurer and     September 29, 1998
---------------------      Director (Principal                            
William L. Remley          Executive, Accounting                          
                           and Financial Officer)                         
                                                                          
/s/ Richard C. Hoffman     Director                     September 29, 1998
----------------------                                  
Richard C. Hoffman




                                       17
<PAGE>














INDEPENDENT AUDITORS' REPORT


Board of Directors
CPT Holdings, Inc. and Subsidiaries


We have  audited the  consolidated  balance  sheets of CPT  Holdings,  Inc.  and
Subsidiaries  as of  June  30,  1998  and  1997,  and the  related  consolidated
statements of operations,  changes in  shareholders'  deficit and cash flows for
each of the three  years in the period  ended  June 30,  1998.  Our audits  also
included the financial statement schedules listed in the Index at Item 14. These
financial   statements   and  the   financial   statement   schedules   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of CPT Holdings, Inc. and Subsidiaries
as of June 30, 1998 and 1997, and the results of their operations and their cash
flows  for  each of the  three  years  in the  period  ended  June  30,  1998 in
conformity with generally accepted accounting principles.  Also, in our opinion,
such financial  statement  schedules,  when  considered in relation to the basic
consolidated  financial  statements  taken as a  whole,  present  fairly  in all
material respects the information set forth therein.



DELOITTE & TOUCHE LLP


Pittsburgh, Pennsylvania
September 4, 1998




                                       18
<PAGE>




                     CPT HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                            June 30, 1998 and 1997
                                   (000's)

ASSETS                                           1998        1997
------                                           ----        ----

Current assets:
    Cash and cash equivalents                 $     37     $    61
    Receivables, net                             8,946       9,471
    Inventories                                 12,722       9,876
    Deferred tax asset                               -         202
    Receivable from affiliate                       26           -
    Other current assets                           168         146
                                                   ---         ---

    Total current assets                        21,899      19,756

Property, plant and equipment, net              41,364      43,749
Goodwill, net of accumulated amortization of
       $612 and $518, respectively               1,271       1,365
Deferred financing costs, net of accumulated
       amortization of $1,390 and $960,         
       respectively                              1,522       1,952
Other assets                                       349         348
                                                   ---         ---

    Total assets                             $  66,405   $  67,170
                                              =========   =========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
    Current portion of long-term debt           $4,321      $3,378
    Accounts payable                            10,507       9,562
    Accrued liabilities                          6,230       5,581
    Payable to affiliate                             -         165
                                                 -----       -----

    Total current liabilities                   21,058      18,686

Long-term debt, net of current portion          53,371      56,955
Other long-term obligations                        200         300
Deferred tax liability                               -         540
                                                  
Minority interest in consolidated                
subsidiaries                                     2,856       2,327

Shareholders' deficit:
    Common stock-authorized 30,000,000
       shares of $.05 par value each;               
       1,510,084 shares issued and
       outstanding                                  76          76
    Additional paid in-capital                   5,737       5,737
    Accumulated deficit                        (16,893)    (17,451)
                                               -------     ------- 

    Total shareholders' deficit                (11,080)    (11,638)
                                               --------    --------

    Total liabilities and shareholders'       
       deficit                                $ 66,405    $ 67,170       
                                              ========    ========
                                              
The accompanying notes are an integral part of these statements.
                  


                                     

                                       19
<PAGE>


                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Years Ended June 30, 1998, 1997 and 1996
                        (000's Except Per Share Amounts)

                                                1998        1997       1996  
Net sales                                       ----        ----       ----  
Cost of sales                                  $110,830    $98,199   $101,011
                                                 94,869     86,247     88,016   
    Gross profit                               --------   --------   --------   
                                                 15,961     11,952     12,995   
Selling, general and administrative                                             
                                                  7,278      6,576      7,075   
    Operating income                           --------   --------   --------   
Other expense (income):                           8,683      5,376      5,920   
    Interest expense                                                            
    Minority interest                             7,624      7,517      7,193   
    Other, net                                      529       (244)       77   
                                                    309        420        659   
Income (loss) before income taxes              --------   --------   --------   
Income taxes benefit (provision)                    221     (2,317)    (2,009)  
                                                    337       (337)       100   
Income (loss) from continuing operations       --------   ---------  --------   
Discontinued operation:                             558     (2,654)    (1,909)  
    Net gain on disposal of                                                     
    discontinued subsidiary                           -          -      2,220   
                                               --------   --------   --------   
Net income (loss)                                 $ 558    $(2,654)     $ 311   
                                               ========   ========   ========   
Earnings(loss) per common share:    
                                                                                
    Basic                                       $  0.37    $ (1.76)   $  0.21 
                                                =======    ========   ======= 
    Diluted                                     $  0.10    $ (1.76)   $  0.21 
                                                =======    ========   ======= 
Weighted average common shares                                                  
outstanding (000's)                               1,510      1,510      1,510   
                                               ========   ========   ========   
Weighted average common and common                                              
    equivalent shares outstanding                                               
    (000's)                                       2,243      1,510      1,510   
                                               ========   ========   ========   
                                              
The accompanying notes are an integral part of these statements.






                                       20
<PAGE>






                     CPT HOLDINGS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
               For the Years Ended June 30, 1998, 1997 and 1996

                                    ($000's, Except Share Amounts)


                                                    
                                                    
                                                       Additional              
                                  Common Stock           Paid-In    Accumulated
                               Shares      Amount        Capital      Deficit  
                               ------      ------        -------      -------  
                                                    
Balance at June 30, 1995      1,510,084    $   76       $ 5,361   $   (15,108)
                                       
Fair value of warrants                 
issued with unsecured                  
line of credit agreement              -         -           376             -
                                       
Net income                            -         -             -           311
                                    ---       ---           ---           ---
                                       
Balance at June 30, 1996      1,510,084        76         5,737       (14,797)
                                       
Net loss                              -         -             -        (2,654)
                                    ---       ---           ---       -------
                                       
Balance at June 30, 1997      1,510,084        76         5,737       (17,451)
                                       
Net income                            -         -             -           558
                                    ---       ---           ---           ---
                                       
Balance at June 30, 1998      1,510,084  $     76       $5,737      $ (16,893)
                              =========  ========       ======      ========= 
                                               

The accompanying notes are an integral part of these statements



                                       21
<PAGE>






                     CPT HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Years Ended June 30, 1998, 1997 and 1996
                                   (000's)

                                                     
                                                    1998       1997      1996
                                                    ----       ----      ----
Cash flows from operating activities:
Net income (loss)
      From continuing operations                   $  558   $(2,654)  $(1,909)
      From discontinued operations                      -         -     2,220
                                                    -----   -------   -------
                                                 
                                                      558    (2,654)      311

Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
      Minority interest in earnings (loss) of        
        subsidiaries                                  529      (244)       77
      Gain on discontinued operations                   -         -    (2,220)
      Depreciation and amortization                 4,431     4,107     3,333
      Deferred caster and melt shop charge              -       767         -
      Deferred taxes                                 (337)      337         -
      Changes in current assets and liabilities:
            Decrease (increase) in accounts          
            receivable                                525      (965)    2,264
            (Increase) decrease in inventories     (2,846)      937    (2,804)
            (Increase) decrease in other current      
            assets                                    (48)      (16)       70  
            Increase in accounts payable and       
            accrued liabilities                     1,594     2,210       881
            (Decrease) increase in other current                 
            liabilities                              (165)      165       (46)
                                                     ----       ---       --- 
               Net cash provided by operating       
                  activities                        4,241     4,646     1,866
                                                    -----     -----     -----
Cash flows from investing activities:
      Decrease (increase) in other non-current                  
      assets                                           (1)      279         -
      Capital expenditures                         (1,378)   (3,498)   (9,973)
                                                   ------    ------    ------ 

                  Net cash used in investing       
                  activities                       (1,379)   (3,219)   (9,973) 
                                                   ------    ------    ------ 
                                                   

                                 (CONTINUED)





                                       22
<PAGE>





                     CPT HOLDINGS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
               For the Years Ended June 30, 1998, 1997 and 1996
                                   (000's)

                                                1998       1997       1996
                                                ----       ----       ----
Cash flows from financing activities:

Proceeds from issuance of long-term debt     $      -     $1,000     $2,000
Net borrowings (repayments) under Revolving      
  Credit Facility                                 592       (621)     6,659
Borrowings under state/local loans                  -      1,000          -
Repayments of state/local loans                     -        (78)         -
Borrowings under unsecured line of credit           -         34        966
Repayments of long-term debt                   (3,378)    (2,775)    (2,116)
Other                                            (100)      (100)      (200)
                                                 ----       ----       ---- 
                                             
Net cash (used) provided by financing         
activities                                     (2,886)    (1,540)     7,309
                                               ------     ------      -----
                                             
Net decrease in cash and cash equivalents         (24)      (113)      (798)

Cash and cash equivalents:
   Beginning of year                               61        174        972
   End of year                                $    37     $   61      $ 174   
                                              -------     ------      -----   
    

Supplemental Data - Cash paid during the
    year for:
    Interest, net of capitalized amounts     $   6,036  $    6,268 $  7,565
                                             ---------  ---------- --------
    Income taxes                             $       -  $        - $    169

                                             ---------  ---------- --------
                                             
The accompanying notes are an integral part of these statements.



                                       23
<PAGE>





NOTE 1 - BASIS OF PRESENTATION

Consolidated Accounts

The accompanying  consolidated  financial  statements  include the accounts of
CPT  Holdings,  Inc.,  a  Minnesota  corporation  and its direct and  indirect
majority-owned  subsidiaries (the "Company"), J&L Structural,  Inc. ("J&L"), a
Delaware  Corporation,  J&L Holdings Corp.  ("JLH"),  a Delaware  Corporation,
Continuous  Caster  Corporation   ("CCC"),  a  Delaware   Corporation  and  H.
Industries,  Inc. ("Hupp.") All material  intercompany  transactions have been
eliminated in consolidation.

Discontinued Operations

On October 27,  1994,  Hupp,  its senior  lender and the Company  entered into a
secured party asset sale agreement under which the senior lender and the Company
sold  to a  third  party,  for  approximately  $1,780,000,  their  interests  in
substantially  all of Hupp's  assets.  Pursuant  to a sharing  arrangement,  the
Company   received   $75,000  from  the  senior  lender  from  these   proceeds.
Additionally,  the  bank  and  the  Company  agreed  separately  upon a  sharing
arrangement in all payments received on Hupp's $213,000 note receivable in which
both held  perfected  security  interests.  Under the  arrangement,  the Company
received a maximum of $75,000 and all  remaining  amounts  were  retained by the
senior  lender.   Subsequent  to  the  secured  party  sale,  Hupp's  historical
operations  ended,  and Hupp was left with virtually no assets from which to pay
its remaining unsecured obligations,  including approximately  $1,275,000 to the
senior  lender.  This  transaction  was  estimated to result in a loss  totaling
$3,049,000  which was  recorded as an accrued loss on sale of assets at June 30,
1994.  The  actual  loss  incurred  as  a  result  of  the  asset  sale  totaled
approximately $920,000. The difference between the actual and estimated loss was
due to changes in estimates with regard to certain  contingencies and changes in
financial  position with regard to certain working capital items. As a result of
the  submission of a final decree on July 24, 1995,  which closed Hupp's Chapter
11 case filed prior to the Company's acquisition of Hupp stock in February 1993,
certain   outstanding  notes  payable,   unsecured   creditor   obligations  and
administrative  claims  of Hupp  totaling  approximately  $3,527,000  have  been
recognized as an  extraordinary  gain on  extinguishment  of debt for the fiscal
year ended June 30,  1995.  Additionally,  during  fiscal  1996,  the  remaining
liabilities  of Hupp were written off,  resulting in  $2,220,000  of income from
discontinued operations in the year ended June 30, 1996.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.    The Business

      The Company's operations include two distinct business segments within its
      single indirect  operating  subsidiary,  J&L: J&L Structural and Brighton.
      J&L Structural  manufactures and fabricates  lightweight  structural steel
      shapes which are  distributed  principally  to the  manufactured  housing,
      tractor  trailer  construction  and  ship  building  industries.  Brighton
      designs,  manufactures  and sells steel  piercer  points  which  represent
      disposable  tooling used in the production of seamless steel tubes used in
      the petrochemical  industry. CCC is a majority-owned,  indirect subsidiary
      which  holds  title to 38 acres of  undeveloped  land  adjacent  to J&L in
      Aliquippa, Pennsylvania.

b.     Inventories

      The  Company's  inventories  are  valued  at the  lower of cost  (first-in
      first-out basis) or market value.

c.    Cash Equivalents

      For  purposes of cash flows  reporting,  all  investments  purchased  with
      maturities of 90 days or less are treated as cash equivalents.




                                       24
<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

d.     Property and Depreciation

      Property and equipment  are stated at cost.  Expenditures  for  additions,
      renewals and improvements of property and equipment are  capitalized,  and
      expenditures  for repairs and maintenance and gains or losses on disposals
      are included in results of  operations.  Depreciation  was computed  using
      primarily the straight-line method over the following estimated lives:

       Building                     30      years
       Machinery and equipment      7- 20   years
       Furniture and fixtures       5 - 7   years
       Office equipment             5       years
       Roll inventory               3       years

e.     Goodwill

      The goodwill  associated with acquisitions is amortized on a straight-line
      basis over a period of 20 years.

f.    Deferred Financing Costs

      Amortization of deferred financing costs is charged to interest expense on
      a periodic basis using a straight-line method over the average term of the
      Company's  senior  and  subordinated   loan  facilities  with  independent
      lenders.

g.     Impairment

      On an ongoing basis,  management reviews the valuation of property,  plant
      and equipment and intangible  assets.  As part of the review,  the Company
      estimates the value and future  benefits of the cash flow generated by the
      related subsidiaries to determine that no impairment has occurred.

h.     Revenue Recognition

      Revenue is recognized when product is shipped to dealers, distributors and
      direct customers.

i.     Research and Development

      All product  development  costs are  expensed as  incurred.  For the years
      ended June 30,  1998,  1997 and 1996,  these  amounts  were  approximately
      $219,000, $230,000 and $54,000, respectively.

j.     Insurance

      J&L  provides  health   insurance   coverage  to  its  employees  under  a
      self-insurance program that includes stop-loss coverage. Insurance expense
      is  recognized  based on  estimated  losses  incurred  under the  program.
      Components of insurance expense include paid claims, incurred but not paid
      claims and estimated incurred but not reported claims.

k.     Income Taxes

     The Company  accounts for income taxes  utilizing  the asset and  liability
     method  as  prescribed  by  Statement  of  Financial  Accounting  Standards
     ("SFAS") No. 109 - Accounting for Income Taxes.  Deferred  income taxes are
     recognized for the tax  consequences of temporary  differences  between the
     financial  statement  carrying amounts and the tax basis of existing assets
     and  liabilities  by applying  enacted  statutory  tax rates  applicable to
     future years.  Deferred tax assets are reduced by a valuation  allowance if
     it is more likely than not that such benefits  will not be realized,  based
     upon available evidence.





                                       25
<PAGE>





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

l.    Earnings Per Share

     In 1997,  the Financial  Accounting  Standards  Boards issued SFAS No. 128,
     Earnings Per Share ("FAS 128").  FAS 128 replaced the  previously  reported
     primary  and fully  diluted  earnings  per  share  with  basic and  diluted
     earnings per share.  Unlike primary earnings per share,  basic earnings per
     share excludes any dilutive effects of options,  warrants,  and convertible
     securities.  Diluted  earnings per share is very similar to the  previously
     reported fully diluted  earnings per share.  All earnings per share amounts
     for all  periods  have been  presented,  and where  necessary,  restated to
     conform to the FAS 128 requirements.

     The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per common share (in 000's, except per share amounts):

                                                     Years Ended
                                                      June 30,
                                                     -----------

                                           1998          1997         1996
                                           ----          ----         ----
         Numerator:
         Income (loss) from                    
             continuing operations       $   558     $ (2,654)     $ (1,909)
                                         
         Dilution on earnings
             resulting from                 
             subsidiary warrants            (329)           -             -
                                           
         Gain from discontinued                                          
             operations                        -            -         2,220
                                          -------     -------      -------- 
         Net income (loss) available
             to common shareholders      $   229       (2,654)     $    311

         Denominator:
         Denominator for basic
             earnings per              
             share-weighted average
             shares                    1,510,084    1,510,084     1,510,084
         Effect of dilutive              
             securities:                
             Warrants                    732,573            -             -
                                         -------      -------      --------
         Denominator for diluted        
             earnings per share-adjusted       
             weighted-average shares
             and assumed conversion    2,242,657     1,510,084    1,510,084
                                       =========     =========    =========
           Basic earnings (loss) per
             common share before
             discontinued operations   $    0.37     $   (1.76)   $   (1.26)
                                        

           Basic earnings per common         
             share from discontinued           
             operations                        -             -         1.47   
                                       ---------     ---------    ---------

           Basic earnings(loss) per
             common share              $    0.37     $   (1.76)   $    0.21
                                       =========     =========    =========
           Diluted earnings (loss) 
             per common share before        
             discontinued operations   $    0.10     $   (1.76)   $   (1.26)
                                       
                                       
         Diluted earnings per common
             share from discontinued          
             operations                $       -             -         1.47
                                       ---------     ---------    ---------
         Diluted earnings (loss) per
             common share              $    0.10     $   (1.76)   $    0.21
                                       =========     =========    =========
                                       

                                       

                                       26
<PAGE>


m.    Management Estimates

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

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at June 30:

                                                      (000's)

                                                  1998        1997
                                                  ----        ----

       Trade receivables                         $8,940     $9,428
       Other                                        357        261
                                                 ------     ------
                                                  9,297      9,689

       Less allowance for doubtful accounts         211        151
       Less allowance for discounts and returns     140         67
                                                 ------     ------
       

             Accounts receivable, net            $8,946     $9,471
                                                 ======     ======

For the years ended June 30, 1998 and 1997, no customer  accounted for more than
10% of the Company's net sales.

NOTE 4 - INVENTORIES

Inventories consisted of the following at June 30:

                                                      (000's)

                                                  1998        1997
                                                  ----        ----
           Raw materials                       $   3,401   $  1,954
                                                        
           Finished goods                          9,321      7,922
                                                   -----      -----

                 Total                         $  12,722   $  9,876
                                               =========   ========
                                               
                                                      

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at June 30:

                                                       (000's)

                                                  1998         1997
                                                  ----         ----
               Land and land improvements     $    382     $    320
               Building                          2,126        1,972
               Machinery and equipment          46,751       46,285
               Furniture and fixtures              363          358
               Office equipment                    404          343
               Roll inventory                    1,766        1,320
               Construction-in-process             246           62
                                                   ---           --
                                                52,038       50,660
               Less accumulated
                depreciation                   (10,674)      (6,911)
                                                ------        -----
                Total                         $ 41,364     $ 43,749
                                              ========     ========
                                             
                                               



                                       27
<PAGE>

NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consisted of the following at June 30:

                                                (000's)

                                           1998        1997
                                           ----        ----

       Salaries                          $2,043      $1,825
       Interest                           2,845       1,595
       Hupp pension contingency             129         179
       Other liabilities                  1,213       1,982
                                          -----       -----

             Total                       $6,230      $5,581
                                         ======      ======

NOTE 7 - LONG-TERM DEBT
                                             
              
<TABLE>
<CAPTION>
<S>                                                                                   <C>            <C> 
Long-term debt consisted of the following at June 30:            (000's)              1998           1997
-----------------------------------------------------                                 ----           ----
                                                                         
Senior Term Loan,  $25,000,000  principal  amount,  interest at prime plus 2.0%,
payable in monthly  installments,  beginning  August 1, 1995, with final payment
due April 1, 2001, senior position collateralized by all the assets,  contracts,
real property and common stock of J&L.                                              $16,920        $20,108

Revolving Loan Facility,  $15,000,000  principal amount,  interest at prime plus
1.5%,  payable April 1, 2000, with a one-year  renewal  option,  senior position
collateralized by all the assets,  contracts, and real property and common stock
of J&L. Assets available as collateral,  trade accounts receivable,  amounts and
inventory values, totaled approximately $14,907,000 at June 30, 1998                  9,843          9,251

Subordinated Term Notes,  $23,000,000  principal  amount,  interest at the fixed
rate of 13%,  payable  interest only  quarterly  beginning June 30, 1995 through
March 31, 2002 and then quarterly principal payments of $1,500,000 plus interest
until due in June, 2005,  subordinated  position to the senior debt with respect
to  collateralization  by all the assets,  contracts,  real  property and common
stock of J&L.  The Notes have been  discounted  $153,000 at the date of issuance
for  financial  statement  reporting  purposes  as a result  of the  fair  value
attributed to their related warrants (see Note 1).                                   23,000         23,000

Machinery  and  Equipment  Loan Fund (MELF)  loan,  $500,000  principal  amount,
interest a fixed rate of 3%, payable  monthly  beginning  December 1, 1996, with
final  payment  due  November  1,  2001,  subordinated  position  to senior  and
subordinated debt with respect to collateralization by all assets, contracts and
real property of J&L.                                                                   342            438  

Beaver County  Enterprise Zone and Development  Fund loans,  $250,000  principal
amount each, interest at 3% and 4.125%  respectively,  payable monthly beginning
June 1, 1997, with final payment due May 1, 2001,  subordinated  position to the
senior and subordinated  debt with respect to  collateralization  by all assets,
contracts and real property of J&L.                                                     391            485

Fixed rate 13% debenture agreement with a related investment company, $6,730,000
principal amount,  payable semi-annually interest only beginning October 1, 1995
and due December 2002, secured by the Company's stock held in JLH. The debenture
has been  discounted  $840,000 at the date of issuance for  financial  statement
reporting  purposes  as a result of the fair  value  attributed  to the  related
warrants (see below).                                                                 6,730          6,730

Deferred  purchase  money note payable to a related  holding  company,  interest
fixed at 11%,  payable  annually  interest only beginning March 15, 1996 and due
December 2002.                                                                          475            475
 
Unsecured  line of  credit to  $1,000,000  with a  related  investment  company,
bearing interest at 13% and payable with interest only  semi-annually  beginning
April 1, 1996 until due in March,  2002. The line of credit has been  discounted
$376,000 at the date of issuance for financial statement reporting purposes as a
result of the fair value attributed to the related warrants (see below).              1,000          1,000
                                                                                      =====          =====

                      Total                                                          58,701         61,487
                      Less-current maturities                                         4,321          3,378
                      Less-discounts on long term obligations                         1,009          1,154
                                                                                      -----          -----
                                          Long-term obligations, net               $ 53,371       $ 56,955
                                                                                   ========       ========
</TABLE>
                                                             



                                       28
<PAGE>

The following table sets forth the scheduled maturities of the long-term debt of
the Company as of June 30:

                                          (000's)
                                          -------  
                           1999         $   4,321
                           2000            14,532
                           2001             8,517
                           2002             1,625
                           2003             6,000
                           Thereafter      23,706
                                           ------
                                        $  58,701

J&L capitalized  interest on the reheat furnace  construction  project in fiscal
1997 and 1996 totaling approximately $130,000 and $262,000, respectively.

Included within the $25,000,000  Senior Term Loan,  above, the lender provided a
Capital Expenditure Line of Credit in the principal amount of $3,000,000,  which
bears  interest at the same rate as the Senior  Term Loan.  At June 30, 1998 and
1997,  $3,000,000 had been borrowed  against this facility and was  outstanding.
Borrowings  made  under  this  Line of  Credit  are  payable  in  equal  monthly
installments  beginning  May 1, 1998 with the final  payment to be made April 1,
2001.

Under the amended terms of the Revolving  Loan,  the Company used  $1,500,000 of
its credit availability to issue a Letter of Credit. Letters of Credit have been
issued to an insurance company totaling $1,000,000 which collateralize the costs
of certain  insurance  programs (see Note 11) and a new billet supplier totaling
$500,000 which collateralizes the purchase of raw materials.

The Senior Term Loan,  Revolving Loan Facility and the  Subordinated  Term Notes
include  certain  provisions  which,  among other things,  provide that J&L will
maintain  certain  financial   ratios,   limit  the  amount  of  annual  capital
expenditures,  maintain  a minimum  tangible  net worth and limit the  amount of
shareholder  distributions.  As of June 30, 1998, J&L was in compliance with the
provisions of its loan agreements,

The Company  continues  to remain  unable to meet its debt  service  obligations
under various  related  party  obligations  including  its credit  agreement and
unsecured  line of  credit  totaling  $6,730,000  and  $1,000,000  with  accrued
interest totaling $1,934,000 and $225,000,  respectively,  to Trinity Investment
Corp., and a deferred purchase money note to Ascott Wing, Inc. totaling $475,000
plus accrued  interest  totaling  $113,000  through June 30, 1998.  Both Trinity
Investment Corp. and Ascott Wing, Inc. have agreed to extend a previously issued
waiver  deferring any payments due under these  obligations from July 1, 1998 to
July 1, 1999.

The fair  market  value of J&L's  fixed rate  long-term  debt on June 30,  1998,
including current maturities, approximates its book value. The fair market value
estimate was based on cash flow yield to maturity and  comparing  that amount to
market  quotations  where  possible.  Management is not aware of any significant
factors that would alter this estimate after that date.

NOTE 8 - INCOME TAXES

The (benefit) provision for income taxes consisted of the following:

                                                             (000's)
                                                             -------
                                                  1998       1997       1996
                                                  ----       ----       ----
Federal income tax benefit                     $     -     $    -    $  (100)
State deferred tax (benefit) provision            (337)       337          -
                                               -------     ------    -------  
                Total                          $  (337)    $  337    $  (100)
                                               =======     ======    ======= 
                                                 


The  effective  income  tax rate on income  (loss)  from  continuing  operations
differs from the  statutory  federal  income tax rate for the fiscal years ended
June 30, 1998, 1997, and 1996, as follows:

                                                           (000's)
                                                  1998      1997       1996
                                                  ----      ----       ----
Income tax (benefit) at U.S. Federal            
      statutory rate of 34%                     $   75     $ (788)    $ (683)
Impact of change in State Tax Law                 (307)         -          -
State income taxes                                   -        337          -
Utilization of net operating loss
      carryforwards, changes in
      valuation allowance and other               (105)       788        583
                                                    --        ---        ---
Income tax charge (benefit)                     $ (337)    $  337      $(100)
                                              
 
Management has calculated its federal and state net operating loss carryforwards
at June 30, 1998 to be approximately $100,377,000 and $10,169,000, respectively.
Such losses can be carried  forward and expire in varying  amounts from June 30,
2008 to 2013.

                                       29
<PAGE>




Temporary differences between financial statement carrying amounts and tax bases
of assets and liabilities at June 30, 1998 and 1997 were as follows:


                                                         1998         1997
                                                         ----         ----
Current deferred taxes:
  Accrued expenses                                 $  474,407       $   862,700 
  Inventory                                           346,918           389,100 
  Valuation allowance                                (821,325)       (1,049,334)
                                                     --------        ----------
  Net current deferred tax asset                   $        -       $   202,466 
                                                     ========        ==========
Non-current deferred taxes:                                                     
  Property, plant and equipment and intangibles   $(4,434,523)      $(4,097,600)
  Net operating losses (federal and state)          35,110,977        34,237,700
  Other                                                87,307                 - 
  Valuation allowance                             (30,763,761)      (30,679,749)
                                                  -----------       ----------- 
  Total non-current deferred tax liability        $         -       $  (539,649)
                                                  ===========        ========== 
                                                                    



The Company reduced valuation  allowances by approximately  $337,000 during 1998
to  reflect  the  effect of  legislation  enacted in 1998,  which  extended  the
carryforward period for state tax net operating losses.  Management has recorded
valuation  allowances  at June 30, 1998 and 1997 against  deferred tax assets to
the extent that their  estimate of recovering  these future  deductions  against
future taxable income is less than likely.

NOTE 9 - CAPITAL STOCK

Warrants  for 300,000  shares of Company  common stock were issued to Trinity in
conjunction with the unsecured line of credit agreement  executed on February 1,
1996.  The  warrants  are  exercisable  for a period  of ten  years at $4.00 per
warrant.

Warrants for 2,000,000  shares of Company common stock were issued to Trinity in
conjunction  with an amended credit  agreement  executed on April 1, 1995. These
warrants are exercisable for a period of ten years at $1.00 per warrant.

NOTE 10 - BENEFIT PLANS

J&L maintains a defined contribution (money purchase) plan for substantially all
employees whereby J&L makes  contributions,  at designated rates, based on hours
worked.  All  contributions  required under the plan have been funded as of June
30,  1998,  1997 and 1996.  Pension  expense for the years ended June 30,  1998,
1997, and 1996 was approximately $584,000, $582,000 and $486,000, respectively.

J&L participates in the National  Industrial Group Pension Plan (NIGPP) which is
a  multi-employer  defined  benefit  pension  plan  covering  all  employees  of
Brighton's collective bargaining unit. All contributions required under the plan
have been funded as of June 30, 1998,  1997 and 1996. A withdrawal from the plan
would trigger an  obligation  to the plan for a portion of the unfunded  benefit
obligation. Pension expense for the years ended June 30, 1998, 1997 and 1996 was
approximately $34,000, $40,000 and $40,000, respectively.

J&L provides a profit sharing plan for substantially  all employees.  The amount
available for profit sharing is based on a return on sales formula using defined
levels  of  pretax  income.  For  those  employees  compensated  under  terms of
collective  bargaining   agreements,   distributions  are  calculated  and  paid
quarterly. For other eligible employees, calculations and distributions are made
at  J&L's  fiscal  year  end.  Such  amounts  have  been  reflected  as  current
liabilities in the  accompanying  consolidated  balance  sheets.  Profit sharing
expense  for the years  ended  June 30,  1998,  1997 and 1996 was  approximately
$1,111,000, $764,000 and $1,238,000, respectively.

J&L also maintains  separate 401(k) or salary  deferral plans for  substantially
all of its employees. Participation in these plans is based on hours of service.
Both plans  provide for  employee  contributions  up to 20% of wages  subject to
certain  adjustments.   The  plan  associated  with  the  collective  bargaining
agreement provides for discretionary company contributions.  For the years ended
June 30, 1998, 1997 and 1996, no employer contributions had been made.

In connection with its collective  bargaining  agreement with the Industrial and
Allied  Employees  Union  Local No. 73 (the  "Union"),  Hupp  participated  in a
multi-employer  defined  benefit  pension  plan.  The plan covered all of Hupp's
employees who were members of the Union.  As a result of the secured party asset
sale on October 27, 1994, described in Note 1, Hupp was deemed to have withdrawn
from the plan.  This  withdrawal  triggered a demand for  payment of  withdrawal
liability by the Union (see Note 11).



                                       30
<PAGE>

NOTE 11 - LITIGATION, COMMITMENTS AND CONTINGENCIES

The Industrial and Allied Employees Union Local No. 73 Pension Plan (the "Plan")
issued a claim  for  payment  of  withdrawal  liability  totaling  approximately
$870,000 under Section 4219 of ERISA against Hupp, CPT and all "controlled group
members", as a result of Hupp's cessation of contributions to the Plan following
the  discontinuance  of Hupp's  business in October 1994. On July 10, 1996,  the
arbitrator  sustained  the Plan's  claim of  withdrawal  liability  against CPT.
Pursuant to ERISA,  CPT  subsequently  appealed the arbitration  decision to the
U.S.  District  Court for the Northern  District of Ohio. As of August 31, 1998,
CPT has made payments aggregating  approximately  $741,000 to the Plan and as of
June 30,  1998,  has fully  accrued  the  amount of the  outstanding  claim less
payments  made through that date.  On September  17, 1997,  in response to CPT's
appeal,  the  District  Court  vacated  in  part,  and  confirmed  in  part  the
arbitrator's  award. In its final and appealable  judgement,  the District Court
ruled  in favor  of the  plan in the  amount  of  $62,696.  As the  decision  is
currently on appeal, CPT has not recorded any gain contingency.

J&L's former workers compensation  insurance program provided for self-insurance
with stop-loss protection.  Under this arrangement, for the policy year November
1996-1997,  J&L was  required  to issue a letter  of  credit  in the name of the
insurance  company.  The letter of credit called for  quarterly  step-ups in the
amounts available for draw with the maximum aggregate amount of $1,000,000 being
available  after August 29, 1997. At June 30, 1998,  $1,000,000  was the maximum
amount available under the letter.  J&L is financially  responsible for the face
value of this letter of credit.  The face value of this letter of credit reduces
the availability  under the Revolving Line of Credit facility  described in Note
7. For the policy  year  November,  1996-1997,  J&L was  required to maintain no
other forms of collateral relating to its workers'  compensation program. J&L is
currently  covered  under a  fixed  cost,  fully  insured  workers  compensation
program.

In  1995,  J&L  signed a  contract  for  turnkey  development,  fabrication  and
installation of a new reheat  furnace.  Furnace startup took place in July 1996,
with the entire project having a total cost of  approximately  $8.5 million.  Of
this amount,  $7.1  million has been  disbursed  through June 30, 1998,  and the
remaining  amount of $1.4  million  representing  the  retention on the original
project  has not been paid and is shown in  accounts  payable  on the  Company's
consolidated  balance  sheets at June 30, 1998 and 1997. J&L is currently in the
process of arbitration with the furnace supplier  regarding the final payment. A
determination of the likely outcome of the arbitration is unknown at this time.

The Company is involved in various legal actions arising in the normal course of
business.  While it is not possible to determine  with  certainty the outcome of
these  matters,  in the opinion of  management,  the eventual  resolution of the
claims and actions  outstanding  will not have a material  adverse effect on the
Company's financial position or operating results.
 
NOTE 12 - RELATED PARTY TRANSACTIONS

A management agreement exists between the Company and J&L whereby the Company or
its designated affiliate provides executive management advisory services to J&L.
The contract  term of the  agreement is for a period of six years  through March
2001 and is subject to being automatically  renewed annually thereafter,  unless
terminated  by any party to the  agreement.  Annual  amounts  due to the Company
under this  agreement  total  $600,000,  which includes  out-of-pocket  expenses
incurred by the Company of up to $150,000  annually.  The Company  exercised its
right  under  the   agreement  to  designate   Mentmore   Holdings   Corporation
("Mentmore")  as the management  advisory  service  provider and as a result has
assigned  all fees the Company is entitled to under this  agreement to Mentmore.
Management  fee expense  paid to  Mentmore  for each of the years ended June 30,
1998, 1997 and 1996 under this agreement totaled $600,000.

Richard  L.  Kramer is  Chairman  of the  Board,  a Director  and  Secretary  of
Mentmore.  William L.  Remley is a  director  and  President  of  Mentmore.  The
Chairman  of the Board of the  Company  is also the  Chairman  of the  Board,  a
Director, Vice President and Secretary of Trinity and Ascott Wing. The President
and  Treasurer  of the Company is also a Director,  President  and  Treasurer of
Trinity and Ascott Wing, and a Trustee for The A.J. 1989 Trust.  Various lending
and stock  purchase  warrant  agreements  have been executed by the Company with
Trinity  (see Note 9).  Various  loans to the  Company had been made by The A.J.
1989 Trust, and a Deferred Purchase Money Note exists in consideration for BESCC
preferred stock redeemed on March 15, 1995.

Long-term  employment  contracts  exist with three  executives at J&L,  formerly
owners of JLS.  These  employment  contracts  extend for five-year  periods each
through March, 2000.





                                       31
<PAGE>





NOTE 13 - SEGMENT INFORMATION

The  Company's  continuing  operations  include two distinct  business  segments
within its single  operating  subsidiary,  J&L. J&L Structural  manufactures and
fabricates lightweight structural steel shapes which are distributed principally
to the  manufactured  housing,  truck trailer  construction  and highway  safety
industries.  Brighton designs, manufactures and sells steel piercer points which
represent disposable tooling used in the production of seamless steel tubes used
in the petrochemical  industry.  Financial information for continuing operations
by business segment for the fiscal years ended June 30, is as follows:

                                                  (000's)
                                       1998        1997        1996
                                       ----        ----        ----

Sales to unaffiliated customers:
BESCC/Brighton .................   $   6,603    $   6,055    $   6,402
J&L Structural .................     104,227       92,144       94,609
                                   ---------    ---------    ---------
Total ..........................   $ 110,830    $  98,199    $ 101,011
                                   =========    =========    =========

Depreciation and amortization:
CPT Holdings, Inc. .............   $     133    $     110    $      75
BESCC/Brighton .................         192          162          140
J&L Structural .................       4,107        3,835        3,118
                                   ---------    ---------    ---------
Total ..........................   $   4,432    $   4,107    $   3,333
                                   =========    =========    =========


Operating income:
CPT Holdings, Inc. .............   $    (259)   $    (302)   $  (1,227)
BESCC/Brighton .................       1,348        1,107          996
J&L Structural .................       7,649        4,764        6,151
Continuous Caster Corp. ........         (55)        (193)        --
                                   ---------    ---------    ---------
Total ..........................   $   8,683    $   5,376    $   5,920
                                   =========    =========    =========


Identifiable assets:
CPT Holdings, Inc. .............   $       3    $      21    
BESCC/Brighton .................       4,811        3,847    
J&L Structural .................      61,491       63,147    
Continuous Caster Corp .........         100          155    
                                   ---------    ---------        
Total ..........................   $  66,405    $  67,170    
                                   =========    =========    


Capital expenditures:
BESCC/Brighton .................   $     211    $      85    
J&L Structural .................       1,167        3,413    
                                   ---------    ---------    

Total ..........................   $   1,378    $   3,498    
                                   =========    =========    
                                        

BESCC/Brighton's  revenue was generated  from five customers that comprised 84%,
80% and 77% of its total revenue in 1998, 1997 and 1996, respectively.




                                       32
<PAGE>

                                                  





                               CPT HOLDINGS, INC.
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                    June 30,
                                     (000's)
                                            1998       1997       1996
                                            ----       ----       ----
   Balance Sheets
   --------------
   Assets
                                         
   Cash and cash equivalents              $      2  $     18
   Prepaid expenses and other                    -       203
   EITF 88-16 basis adjustment              (9,705)   (9,705)
   Investment in subsidiary                  9,529     7,506
                                             -----     -----
   Total assets                           $   (174) $ (1,978)
                                          ========  ======== 
                                          
                                                

   Liabilities and Shareholders' Deficit
                                         
   Accrued liabilities                    $  3,185  $  2,079
   Due to subsidiaries                         152       200
   Long-term obligations                     7,321     7,188
   Common stock: authorized 30,000,000          
     shares at $0.05 par value each,
     1,510,084 shares issued and
     outstanding                                76        76
   Additional paid-in capital                5,737     5,737
   EITF 88-16 basis adjustment              (9,705)   (9,705)
   Accumulated deficit                      (6,940)   (7,553)
                                            ------    ------ 
                                           
   Total shareholders' deficit             (10,832)  (11,445)
                                           -------   ------- 
                                         
   Total liabilities and shareholders'       
   deficit                                $   (174)  $(1,978)
                                          ========   ======= 
                                          

   Statement of Cash Flows
   -----------------------
                                           
   Cash flows from operating activities   $   (140)   $ (370)   $(1,610)
   Cash flows from investing activities          -         -        299
   Cash flows from financing activities        124       297        966
                                               ---       ---        ---
   Decrease in cash and cash equivalent        (16)      (73)      (345)
   
   Cash and cash equivalents:
   Beginning of year                            18        91        436
                                                --        --        ---
   End of year                            $      2    $   18    $    91
                                          ========    ======    =======
  
   Statements of Earnings (Loss)
   -----------------------------
                                          
   Earnings (loss) in subsidiary         $   2,146    $ (992)   $   311
   Other income                                132        48         80
   Interest expense, net                    (1,406)   (1,215)    (1,073)
   Operating expenses                         (259)     (302)    (1,227)
                                              ----      ----     ------ 
                                          

   Net income (loss)                     $     613   $(2,461)   $(1,909)
                                         =========   =======    ======= 
                                         
                                          
                                                  



                                       33
<PAGE>



                     CPT HOLDINGS, INC. AND SUBSIDIARIES
               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              For the years ended June 30, 1998, 1997 and 1996
                                   (000's)

   Column A            Column B  Column C   Column D  Column E   Column F
   ----------------------------------------------------------------------------

   Description         Balance     Charges     Retirement    Other      Balance
                       at          to costs       (1)       charges      at end 
                       beginning   & expenses                 add      of period
                       of                                   (deduct)    
                       period                                                 
   ------------------------------  -------------------------------------------- 
                                                                              
   1998                       
   ----                   
     Allowance for                                                            
     Doubtful                                                                 
     Accounts in                                                              
     Accounts                                                                 
     Receivable          $151         $158         $98       $    -      $211 
                         ====         ====         ===       ======      ====   
   Allowance for          
     Sales Discounts      
     and Claims           $67         $567        $494       $    -      $140 
                          ===         ====        ====       ======      ====  
   1997                                                                       
   ----                                                                       
     Allowance for                                                            
     Doubtful            
     Accounts in         
     Accounts                                                                  
     Receivable          $206         $ 60        $115       $    -      $151 
                         ====         ====        ====       ======      ==== 
   Allowance for                                                              
     Sales Discounts                                                          
     and Claims          $101         $266        $300       $    -      $ 67  
                         ====         ====        ====       ======      ====  
   1996                                                                       
   ----                                                                       
     Allowance for  
     Doubtful                                                                 
     Accounts in                                                              
     Accounts                                                                 
     Receivable          $244        $  76        $114       $    -      $206 
                         ====        =====         ===       ======      ==== 
   Allowance for          
     Sales Discounts                  
     and Claims          $ 84         $329        $312       $    -      $101
                         ====         ====        ====       ======      ==== 
                       

(1)  Represents write-offs of uncollectable accounts or realized sales discounts
     and claims.


                                       34
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