Page 1 of 48
                       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, 1996

    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)                  (I.R.S. Employer identification No.)

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

       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 30, 1996,  the aggregate  market value of shares of Common Stock of
the registrant held by non-affiliates was approximately $ 1,860,746.00.

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 30, 1996, 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, truck trailer, and highway safety systems
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 an 80 % 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 which 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 which 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 which 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.


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  which 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-inch depths, ranging in weight from 2.9
to 11.8 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 pounds  per foot and 3" x 7.5  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 which are split  longitudinally  through  the web  section.  This  process
produces two identical T-sections which 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.  For  example,  J&L  Structural  is actively
pursuing  the  possibility  of rolling  certain  products in a manner that would
reduce their current  weight per foot and/or  increase the products'  engineered
efficiency.   Management   believes  that  a  new  rolling  process  would  have
significant market implications,  since end users are interested in cost savings
through the use of lighter weight, structurally efficient products.

         Suppliers

                  Steel billets,  J&L  Structural's  primary raw materials,  are
purchased from several domestic mini-mills 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.  J&L  Structural  typically
purchases  billets  from two main  suppliers  and several  alternate  suppliers.
Currently, over one-half of J&L Structural's semifinished steel requirements are
sourced through one of its main  suppliers.  The loss or reduction in capability
of this  supplier  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.

                  J&L is  currently  conducting a review of the  feasibility  of
commencing  construction  of a melt  shop/continuous  caster complex in order to
reduce its dependence on billet suppliers. Currently under consideration are two
proposals on this project,  however, no firm commitments have been made to date.
While a final  decision  whether or not to  construct a caster and melt shop has
not been made,  the  Company  and J&L  believe  this is the  probable  course of
action.


         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,  a commissioned sales agent handles sales  opportunities in Mexico and
the rest of Latin America.

                  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 addition,  the
Company is in the process of seeking an additional  distribution facility in the
Southeast  in order to enhance  its storage  capacity.  The  additional  storage
capacity is also expected to lower J&L Structural's freight costs, giving it the
ability to seek higher margins in that region.

         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.

                  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, 1996, J&L Structural  employed a total of 283
employees.  The United  Steelworkers  of America  represents  approximately  189
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 52 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 an excellent relationship 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

                  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, 1996,
J&L Structural had firm open orders  totaling  $7,040,000.  This compares with a
backlog of  $8,677,000  at the same date in 1995.  The  reduction  in backlog in
comparison to the previous  year is due mainly to the continued  slowdown in the
truck/trailer manufacturing industry.

                  The winter months are generally slower activity months for J&L
Structural due to the seasonality of the  manufactured  housing consumer markets
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.  The Company can be expected to spend  substantial
amounts for  compliance  with these  environmental  laws and  regulations in the
future.

                  No significant  environmental  problems have arisen concerning
the use or  operation  of J&L  Structural's  facilities  or the  conduct  of its
business.

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 cause  Brighton to, among other  things,  lose
business by failing to meet demand,  squeeze its profit margins and/or encourage
the use of substitute products.

         Marketing and Distribution

                  Brighton has 80% 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  which  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 a  significant  adverse  impact on
Brighton's profitability.

                  Brighton sells to and services its customers directly with its
own  personnel.  In its  effort to expand  beyond  its  piercer-point  business,
Brighton has in recent years engaged two manufacturing representative firms. The
diversification effort has increased its new non-piercer point sales from 15% of
total  sales in fiscal  year 1989 to  approximately  26% of total  sales for the
division in fiscal year 1996.  In  addition,  the enhanced  sales and  marketing
effort has created an increased market  awareness of Brighton's  capabilities in
producing specialty high alloy steel castings.


         Competition

                  Brighton has limited competition in the small piercer point (1
to 250 pounds) market. Its only 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,  1996,  Brighton  employed  a  total  of 24
employees.   Most  of  Brighton's   personnel  are  represented  by  the  United
Steelworkers  of America under a contract  which expires in December  1997.  The
Company considers its employee relations at Brighton to be good.

         Backlog

                  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, 1996,  Brighton had firm open orders totaling
$435,000.  This  compares  to a backlog  of  $416,000  at the same date in 1995.
Brighton does not consider its business to be seasonal.

         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 14 of
the Notes to the Consolidated  Financial  Statements of the Company contained in
item 8 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  were  formerly  located  at  1140
Connecticut Avenue,  N.W., Suite 1201,  Washington,  D.C. in approximately 2,000
square feet of office  space,  for which a lease existed with a term expiring in
May 1998. On November 1, 1994 the Company  moved its  executive  offices to 1430
Broadway,  13th Floor,  New York,  New York.  The New York  offices are occupied
under a subleasing  arrangement  on a month to month lease.  In December 1995, a
settlement  was reached with the landlord of CPT's former offices which released
the Company from any future obligations under the 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 which required CCC to perform certain environmental remediation which
has been completed at a cost totaling $52,000. 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.  As of
August 31, 1996, CPT has made payments aggregating approximately $446,000 to the
Plan and as of June 30, 1996,  has fully  accrued the amount of the  outstanding
claim less  payments  made through that date.  The Company will continue to make
monthly  payments to the Plan of  approximately  $25,000  against the  remaining
obligation under this claim.

         The  Company is a party to  several  lawsuits  arising in the  ordinary
course of its business.  The Company's management and legal counsel believe that
there are valid  defenses  to the claims  being  asserted.  While the  Company's
ultimate  liability with respect to these lawsuits  cannot be determined at this
time,  management  believes  the  resolution  thereof  will not have a  material
adverse  effect on the  financial  position  or  results  of  operations  of the
Company.


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



<PAGE>



                                     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.

<TABLE>
                                                                                         Fiscal 1996
                                                                                 High                  Low

         <S>                                                                    <C>                 <C>
         First Quarter (7/1-9/30/95)                                          $  4.75               $  1.87
         Second Quarter (10/1-12/31/95)                                          5.25                  3.12
         Third Quarter (1/1-3/31/96)                                             4.75                  2.12
         Fourth Quarter( 4/1-6/30/96)                                            4.37                  2.62

                                                                                         Fiscal 1995
                                                                                 High                  Low

         First Quarter (7/1-9/30/94)                                          $  1.25               $   .38
         Second Quarter (10/1-12/31/94)                                          1.13                   .25
         Third Quarter (1/1-3/31/95)                                             1.13                   .50
         Fourth Quarter( 4/1-6/30/95)                                            3.25                   .56
</TABLE>


         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,  1996,  there were  approximately  1,763  common
stockholders.

         Dividend Policy

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



<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA
                           (in thousands except per share data)

         Selected Income Statement Data (1)(2):
<TABLE>

                                                          1996            1995          1994           1993         1992
                                                          ----            ----          ----           ----         ----
         <S>                                           <C>              <C>           <C>           <C>            <C> 
         Total net revenue                             $   101,011      $  31,208     $   5,785     $   3,739      $  1,353
         (Loss) income from continuing
           operations after income taxes                    (1,909)           410           232          (199)          (75)
         (Loss) income from operations
           of discontinued subsidiaries                          -           (553)       (2,201)       (2,009)       (1,893)
         Net gain (loss) on disposal of
           discontinued subsidiaries                         2,220          2,129        (6,371)        1,600        -
         (Loss) income before income
           taxes and extraordinary items                       311          1,986        (8,340)         (608)       (1,968)
         Gain on extraordinary item                                         3,527          -             -             -
         Net income (loss)                                     311          5,513        (8,340)         (608)       (1,968)


         Earnings (loss) per share assuming full dilution:
           From continuing operations                     $   (.58)     $    .23      $   .15       $    (.13)     $  (.06)
           From discontinued operations                        .69           .81        (5.67)           (.28)       (1.61)
           Extraordinary items                                 -            1.82         -               -            -
                                                           ------------------------------------------------------------
         Net earnings (loss) per share                    $    .11      $   2.86      $ (5.52)      $    (.41)     $ (1.67)
         Fully-diluted common and
           common equivalent shares
           outstanding (000)                                 3,208          1,935         1,510         1,510         1,174

         Selected Balance Sheet Data (2):

         Total current assets                           $   19,623     $   19,951     $   5,045    $    6,957      $  5,929
         Total assets                                       68,584         61,203         8,431        14,311         8,052
         Current liabilities                                15,709         16,041        11,857         9,280         3,659
         Long-term obligations, net of
           current portion                                  59,288         52,339         2,500         2,448         1,502
         Redeemable preferred stock                          --            --               350           350           350
         Common shareholders equity
           (deficit)                                        (8,984)        (9,671)       (6,472)        1,868         2,538
</TABLE>

         (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,  1994 and  1993  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 year  ended June 30,  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 as discussed in Note 1 to the  Consolidated  Financial  Statements.  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.


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

         Significant Events

                  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  year-end  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 ended June 30, 1996 and 1995, respectively.

                  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 as discussed in Note 1 to the Consolidated Financial Statements. JLS and
TCI were specialty  manufacturers of high quality,  lightweight structural steel
shapes used  primarily in the  manufactured  housing,  truck trailer and highway
safety systems  industries.  The results of operations  for the acquired  assets
from the date of  acquisition  (April  6,  1995)  through  June 30,  1995,  were
included in the  consolidated  statement of operations for the fiscal year ended
June  30,  1995.  The  assets  of  BESCC  were  also  contributed  to J&L on the
acquisition date, and therefore,  the results of operations for BESCC subsequent
to April 6, 1995 are reported as a division  (Brighton)  within the newly formed
subsidiary, J&L.

         Results of Operations

                  Net Sales

                  The Company  recorded net sales of $101,011,000 for the fiscal
year 1996 which compares to net sales of $31,208,000 and $5,785,000 recorded for
the fiscal years ending June 30, 1995 and 1994,  respectively.  Comparability of
the periods is  impacted  primarily  by the  Acquisition  on April 5, 1995.  For
fiscal 1996,  $94,609,000 of total net sales were attributable to J&L Structural
while  $6,402,000  were  attributable to Brighton.  Domestic  trailer orders for
truck/trailer  manufacturers  have declined  sharply over the year, while severe
winter weather curtailed highway  construction and certain  manufactured housing
operations for longer periods than anticipated.  Certain of our customers in the
manufactured housing industry, however, have experienced in excess of 20% growth
in sales dollar volume over the last year.  Comparing  Brighton/BESCC  net sales
for fiscal 1996 to net sales for fiscal 1995 and 1994  totaling  $6,060,000  and
$5,785,000 indicates increases of 5.6% and 4.8%, respectively.

                  The Company  recorded net sales of $25,205,000 and $26,699,000
for the three  month  periods  ended June 30, 1996 and 1995,  respectively.  The
three month net sales for June 30, 1996 and 1995, are comprised of  $23,457,000,
$1,748,000,   $25,148,000  and  $1,551,000  for  J&L  Structural  and  Brighton,
respectively.  The  decrease in J&L  Structural  revenues of 6.7% from the prior
year's  quarterly  performance  resulted from a decrease in both tonnage shipped
and average price realized per ton.  Shipments of crossmembers,  which represent
the Company's  highest  priced product per ton, to  truck/trailer  customers and
wide flange beams used in highway  guard rail  construction  were down 57.2% and
42.9%,  respectively,  compared  to the same  period  in the  prior  year.  Poor
crossmember  and wide flange  shipments,  however,  were partially  offset by an
increase in JUNIOR(R) beam  shipments to the  manufactured  housing  business by
17.0% in comparison to the same period in fiscal 1995.

                  Gross Margins

                  Gross  margins as a percentage  of total net sales were 12.9%,
16.9% and  26.7%,  respectively  for fiscal  years  1996,  1995 and 1994.  Gross
margins  for J&L  Structural  for the year  ending  June,  1996 were 11.4% while
margins for Brighton during that period were 24.4%.  Gross margins for 1996 were
reduced  overall  at  J&L  Structural  due  to two  major  reasons,  unfavorable
productivity and yield performance and higher than anticipated billet costs with
little  improvement  in  sales  pricing.   Unfavorable  productivity  and  yield
performance  have  negatively  impacted  margins for fiscal 1996.  The Company's
management  feels  that the  reduced  productivity  resulted  from the  relative
inexperience of its work force. In late January 1995, a decision was made, based
on sales  demand  and  forecast,  to begin a second  shift of  operations.  This
decision  resulted  in the hourly work force  increasing  from 153 at January 1,
1995,  to 244 as of  September  30,  1995,  representing  a 59%  increase in the
production workforce.  Management implemented a productivity improvement program
during the second fiscal quarter which includes employee  orientation,  training
and feedback,  establishment of continuing direct responsibilities and increased
supervision and oversight.  Productivity  and yield data began to improve during
the second half of the fiscal year ended June 30, 1996.  Billet costs are driven
mainly by the cost of scrap steel, its primary raw material component, which has
been at  record  high  cost  levels  due to the  overall  strength  of the steel
industry during this fiscal year. Gross margin  improvement  through sales price
increases did not materialize due to competitive market  conditions.  Margins at
Brighton  were  consistent  with the overall  gross  margin for the prior fiscal
year.

                  Gross margins as a percentage of total net sales for the three
months ended June 30, 1996 and 1995, were 14.5%, 32.9%, 14.9%, and 25.1% for J&L
Structural  and  Brighton,  respectively.  The  decrease in gross margin for J&L
Structural for the comparable periods was due mainly to reduced volume which was
partially  offset by  increased  productivity.  The increase in gross margin for
Brighton for the comparable  periods was due mainly to a shift in production mix
to higher margin products.

                  Selling, General and Administrative Expenses

                  Selling,   general   and   administrative   expenses   totaled
$7,075,000,  $3,169,000  and  $1,466,000  for fiscal years 1996,  1995 and 1994,
respectively.  As a percentage of net revenue,  these expenses represented 7.0%,
10.2% and 25.3% of net revenues.  During fiscal 1996, approximately $600,000 was
related to  additional  expense  necessary to support a  contingency  related to
litigation  with a Hupp pension  plan  sponsor (see Note 12 to the  Consolidated
Financial Statements).  During fiscal 1995,  approximately $500,000 related to a
one  time  charge  to  J&L  Structural   relating  to  Acquisition   costs,  and
approximately  $300,000 related to expense  necessary at CPT to support the Hupp
pension plan litigation referred to above.

                  Other Expenses

                  Other expense for the fiscal year ended June 30, 1996 reflects
an $828,000 charge relating to the signing of a new 58 month labor contract with
J&L Structural's United Steelworkers of America local union on December 3, 1995.
This charge was comprised of a signing bonus of $1,500 per employee amounting to
approximately $295,000 in aggregate, coupled with a retroactive bonus charge for
calendar 1995 computed using the newly  negotiated  profit  sharing  computation
totaling $533,000.

                  Liquidity and Capital Resources

                  The Company's  cash flows from  operating  activities  totaled
$1,866,000,  $3,056,000,  and $368,000 for the fiscal years ended June 30, 1996,
1995, and 1994, respectively. The decrease in cash flows from operations between
fiscal 1996 and 1995  resulted  mainly from a buildup of  inventories  from less
than optimum levels in the prior year. The significant improvement in cash flows
from   operations   between   fiscal  1995  and  1994  was  due  mainly  to  the
discontinuance of Hupp operations and the Acquisition.

                  J&L completed the  installation  of a new reheat furnace which
was placed  into  service  on July 26,  1996.  The final cost of the  project is
estimated at approximately  $8.5 million of which $6.7 million has been expended
through June 30, 1996. This project has been financed through June 30, 1996 from
borrowings of $2 million under the senior lender  capital  expenditure  facility
and from excess  availability  which existed under its revolving credit facility
also with the senior lender. Subsequent to June 30, 1996, additional funding for
the project  includes $1.0 million of borrowings under the senior lender capital
expenditure  facility,   and  loans  from  state  and  county  sources  totaling
approximately  $1,350,000  which have been approved and are expected to close by
October 31, 1996.

                  The successful operation of the new reheat furnace is expected
to yield significant  improvement in throughput and yield  performance.  As with
any startup to a significant segment of a production  facility, a ramp-up period
is anticipated  whereby  realization of the equipment's  full potential will not
occur  immediately.  Management  expects that this initial  start-up phase could
last through the second quarter of fiscal 1997.

                  The  Company's   cash  flows  from   financing  and  investing
activities  for fiscal 1996  included the  financing of capital  spending in the
amount of  approximately  $9.6 million,  of which the reheat  furnace  described
above, as well as an annealing furnace for Brighton totaling $800,000, comprised
the majority of this investment.  In both instances,  the replaced furnaces were
outdated technologically and were experiencing greater levels of maintenance and
downtime  in  recent  years.  Management  believes  that  productivity  will  be
significantly  improved as a result of these equipment  upgrades.  The Company's
cash  flows  from  financing  and  investing  activities  for  fiscal  1995 were
comprised  almost  exclusively  of  sources  and  uses of cash  relating  to the
Acquisition. See the Company's Consolidated Statements of Cash Flows included in
the Consolidated Financial Statements.

                  Cash and cash  equivalents  totaled  $174,000,  $972,000,  and
$294,000  as of June 30,  1996,  1995,  and  1994,  respectively.  Although  the
Company's total equity  represents a deficit of approximately  $8,984,000,  this
position  is due  largely to the poor  performance  of  previously  discontinued
operations and the basis adjustment for the leveraged  Acquisition during fiscal
1995 (refer to the Statement of Changes in Shareholder's  Equity (Deficiency) in
the Consolidated Financial Statements).  Management expects that cash flows from
operations will continue to satisfy the Company's requirements to fund operating
expenses, debt service and capital expenditures in the future.

                  Readers   should  be  aware  that  the  foregoing   paragraphs
contained forward looking statements regarding management's expectations for the
reheat  furnace and cash flows,  which  forward  looking  statements  may not be
realized.  Several important factors could cause the Company's actual results of
operations to differ  materially from those  expressed in the foregoing  forward
looking statements,  including:  a significant  downturn in manufactured housing
construction and sales may occur, the reheat furnace  specifications  may not be
realized,  or billet costs may increase and the Company may not have the ability
to pass such costs to customers.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

         INCLUDED IN ITEM 14


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

         On May 6,  1996,  the Board of  Directors  of CPT  approved  Deloitte &
Touche LLP as its independent accountant for the year ending June 30, 1996, and,
simultaneously, management of CPT informed the former accountant, Grant Thornton
LLP, that it had been dismissed.  CPT did not have any disagreements  with Grant
Thornton regarding any matter of accounting  principles or practices,  financial
statement disclosure or auditing scope or procedure. Refer to Form 8-K dated May
6, 1996, as filed by the registrant with the Securities  Exchange  Commission on
May 10, 1996 and Exhibit 1 thereto, incorporated herein by reference.



<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, 1996 are as follows:

        Name            Age                  Positions
   Richard L. Kramer    47  Chairman of the Board, Director and Secretary of CPT
   William L. Remley    45  President, Treasurer and Director of CPT
   John D. Mazzuto      46  Director of CPT
   Richard C. Hoffman   48  Assistant Secretary

Mr. Kramer has served as Chairman of the Board, a Director, and Secretary of the
Company since January 3, 1992. For more than the past five years, Mr. Kramer has
served as  Chairman  of the Board,  a  Director,  and as a director  of Republic
Properties Corporation,  a private real estate development firm. Since 1988, Mr.
Kramer  served  as  Chairman  of the  Board of  Sunderland  Industrial  Holdings
Corporation,  a private  holding  company  in various  industrial  manufacturing
businesses.  Mr. Kramer is also Chairman of the Board of Weldotron  Corporation,
Chairman of the Board of Texfi  Industries,  Inc.,  and Chairman of the Board, a
Director and  Secretary  for Mentmore  Holdings  Corporation  ("Mentmore").  Mr.
Kramer is also Chairman of the Board,  a Director,  Vice President and Secretary
for Trinity Investment Corp. ("Trinity"),  Ascott Wing, Inc. ("Ascott Wing") and
Halton House Limited.

                  Mr.  Remley has served as a Director,  President and Treasurer
of CPT since January 3, 1992. Since 1988, Mr. Remley has served as Vice Chairman
of Sunderland  Industrial  Holdings  Corporation,  a private  holding company in
various industrial  manufacturing  businesses.  Mr. Remley is also Vice Chairman
and Chief  Executive  Officer of Weldotron  Corporation;  Vice  Chairman,  Chief
Executive  Officer and  President  and a Director of Texfi  Industries,  Inc.; a
Director,  President  and  Treasurer  of  Trinity;  a  Director,  President  and
Treasurer  of Ascott  Wing;  a Trustee  for The A.J.  1989 Trust and a Director,
President and Treasurer of Mentmore.

Mr.  Mazzuto has served as a Director of CPT since January 1993.  Mr. Mazzuto is
Chairman of  Greystone  Partners  which  provides  investment  banking  services
focused on clients' capital structuring or restructuring  needs. Before becoming
Chairman of Greystone,  Mr. Mazzuto was President and Chief Executive Officer of
North American operations of Asian Oceanic Group ("AOG").  Prior to joining AOG,
Mr. Mazzuto was a Managing  Director of Corporate  Finance at Chemical Bank. Mr.
Mazzuto also serves as Chairman of  Communications  Group, Inc. Mr. Mazzuto is a
Director of Weldotron  Corporation and Texfi  Industries,  Inc. 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 is also President of
InterUrban  Management,  Inc., a real estate brokerage and management company in
Dallas,  Texas.  He is  currently  practices  law as Richard C.  Hoffman P.C. in
Greenwich, Connecticut.



<PAGE>



ITEM 11. EXECUTIVE COMPENSATION

The following  table sets forth the  compensation  paid to Mr. William L. Remley
for the fiscal years 1994, 1995 and 1996, as the only paid executive  officer of
the Company.
<TABLE>

                               Annual Compensation
          <S>                           <C>                <C>                 <C>           <C>    
                 Name and                                  Salary              Bonus         Other Annual
          Principal Position            Year                 ($)                ($)          Compensation
                 (a)                      (b)                 (c)                (d)               (e)
                                        1996                 -0-                 -0-             $12,000
         William L. Remley              1995              $25,000(1)             -0-               -0-
              President                 1994              $50,000                -0-               -0-
</TABLE>

         In fiscal 1995, no director received fees for the attendance at Company
Board  meetings.  However,  beginning  July 1995,  all  directors of the Company
received director's fees totaling of $12,000.00 annually.

         (1) Reflects the period from July 1, 1994 through December 31, 1994. 
Mr. Remley ceased receiving compensation thereafter.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Norwest  Bank  Minnesota,  N.A.  ("Norwest")  serves as escrow agent of
certain  shares of the  Company's  Common  Stock for the  benefit  of holders of
"Allowed  Claims"  and for  the  benefit  of  stockholders  of CPT  Corporation,
pursuant to the Reorganization Plan. As escrow agent, Norwest held approximately
378,571  shares of Common Stock for the benefit of such persons as of August 30,
1996.

         The following  table sets forth certain  information,  as of August 30,
1996,  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:
<TABLE>
                                                                  Number of Shares                      Percent of
                                                                      Beneficially                       Common
         <S>                                                          <C>                             <C>                
         Name                                                         Owned (1)                           Stock
         ----                                                         ---------                        ----------
         Richard L. Kramer                                                -0-                               -0-
         William L. Remley                                                -0-                               -0-
         John D. Mazzuto                                                  -0-                               -0-
         Ascott Wing, Inc. (2)                                             604,586                         17.22%
         Trinity Investment Corp. (3)(4)                                 2,072,500                         59.04%
         Halton House Limited (2)(4)(5)                                  2,677,086                         76.27%
         The Halton Declaration of Trust (2)(4)(5)                       2,677,086                         76.27%
         Bahamas Protectors Ltd., a Bahamian
             corporation (2)(4)(5)                                       2,677,086                         76.27%
         All Directors and Officers as a group                           2,677,086                         76.27%
            (4 persons including those named above) (4)(5)(6)
</TABLE>

         (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) 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 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.

         (3) 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.

         (4)      Includes  2,000,000  shares that could be acquired  upon  
exercise of a Warrant at an exercise  price of $1.00 per share.

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

         (6)      Includes  shares over which Mr.  Remley and Mr.  Kramer may be
deemed to share  voting and  investment  power (seeNotes 2 and 3 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 31, 1996, 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.

         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 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 the years ended June 30, 1996 and
1995 under this agreement totaled $600,000 and $150,000,  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.


<PAGE>


                                     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                22
Independent Auditors' Report of Grant Thornton LLP                   23
Financial Statements
Consolidated Balance Sheets as of June 30, 1996 and 1995             24
Consolidated Statements of Operations for the Years Ended
    June 30, 1996, 1995, 1994                                        25
Consolidated Statements of Changes in Shareholders' Equity 
    (Deficiency)for the Years Ended June 30, 1996, 1995, 1994        26
Consolidated Statements of Cash Flows for the Years Ended
    June 30, 1996, 1995, 1994                                        27
Notes to Consolidated Financial Statements                           29

     2.  The following financial statement schedules of the Company and the 
related reports of independent auditors are filed herewith:

                                                             Page of this Report

Independent Auditors' Report of Deloitte & Touche LLP on Schedules   44
Independent Auditors' Report of Grant Thornton LLP on Schedules      45
Financial Statement Schedules
   I   -  Condensed Financial Information of Registrant              46
   II   -  Valuation and Qualifying Accounts                         47

Exhibit 11 - Computation of Earnings Per Share                       48
Exhibit 27 - Financial Data Schedule                                 49

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
        Form 8-K  filed by the  Company  on May 10,  1996 - Change  in
        Accountants  Form 8-K filed by the  Company on May 30,  1996 -
                                           Second Amendment to Credit Agreements
                                           with Senior and Subordinated Lenders 
                                           to Cure Financial Covenant Violations



<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 30, 1996             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 30, 1996
---------------------
  Richard L. Kramer         Secretary and Director




/s/ William L. Remley        President, Treasurer             September 30, 1996
 William L. Remley           and Director (Principal
                             Executive, Accounting and
                             Financial Officer)


/s/ John D. Mazzuto          Director                         September 30, 1996
-------------------
John D. Mazzuto




<PAGE>












INDEPENDENT AUDITORS' REPORT


Board of Directors
CPT Holdings, Inc. and Subsidiaries


We have audited the  accompanying  consolidated  balance  sheet of CPT Holdings,
Inc.  and  Subsidiaries  as of  June  30,  1996,  and the  related  consolidated
statements of operations,  changes in shareholders' equity (deficiency) and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects,  the financial position of CPT Holdings,  Inc.
and  Subsidiaries  as of June 30, 1996 and the results of their  operations  and
their cash flows for the year then ended in conformity  with generally  accepted
accounting principles.




DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
September 5, 1996





<PAGE>












Report of Independent Certified Public Accountants


Board of Directors
CPT Holdings, Inc. and Subsidiaries


     We  have  audited  the  accompanying  consolidated  balance  sheet  of  CPT
Holdings,   Inc.  and  Subsidiaries  as  of  June  30,  1995,  and  the  related
consolidated   statements   of   operations,   changes  in  shareholders' equity
(deficiency)  and cash flows for each of the two years in the period  ended June
30, 1995. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of CPT
Holdings, Inc. and Subsidiaries as of June 30, 1995 and the consolidated results
of their operations and their  consolidated cash flows for each of the two years
in the  period  ended  June  30,  1995 in  conformity  with  generally  accepted
accounting principles.




                                                              GRANT THORNTON LLP

Pittsburgh, Pennsylvania
September 26, 1995,
         except for Note 7, to which the date is October 12, 1995.



<PAGE>


                       CPT Holdings, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                    June 30,

                                     ASSETS

<TABLE>
                                                                                (in thousands of dollars)
<S>                                                                        <C>                         <C> 
                                                                                  1996                   1995
Current assets
    Cash and cash equivalents                                              $       174                 $       972
    Receivables, net                                                             8,506                      10,770
    Inventories                                                                 10,813                       8,009
    Other current assets                                                           130                         200
                                                                              --------                    --------

               Total current assets                                             19,623                      19,951

Property, plant and equipment, net                                              44,500                      36,860
Goodwill, net of accumulated amortization of $424 and $330,
    respectively  1,460                                                                                1,554
Deferred financing costs, net of accumulated
    amortization of $525 and  $81, respectively                                  2,374                       2,218
Other assets           627                                                                                  620
                  --------                                                                             --------

               Total assets                                                  $  68,584                 $    61,203
                                                                                ======                      ======


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
    Current portion of long-term obligations                                    $2,776                 $     2,116
    Accounts payable                                                             8,881                      10,368
    Accrued liabilities                                                          4,052                       3,257
    Accrued income taxes                                                             -                         300
                                                                           -----------                     -------

               Total current liabilities                                        15,709                      16,041
                                                                                ------                      ------

Long-term obligations, net of current portion                                   58,888                      52,339
Other long-term obligations                                                        400                           -

Commitments and contingencies

Minority interest in consolidated subsidiaries                                   2,571                       2,494

Common shareholders' deficiency
    Common stock -  authorized  30,000,000  shares  of  $0.05  par  value  each;
        1,510,084 shares issued and
        outstanding                                                                 76                          76
    Additional paid-in capital                                                   5,737                       5,361
    Accumulated deficit                                                        (14,797)                    (15,108)
                                                                               --------                     ------

               Total common shareholders' deficiency                            (8,984)                     (9,671)
                                                                              ---------                     ------

               Total liabilities and common shareholders'
                  deficiency                                                  $ 68,584                 $    61,203
                                                                               =======                  ==========



The accompanying notes are an integral part of these statements.
</TABLE>



<PAGE>



                       CPT Holdings, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              Years ended June 30,
<TABLE>
                                                                 (in thousands of dollars, except share amounts)
                                                                       1996                  1995                1994

<S>               <C>                                                     <C>                     <C>        
Net Sales                                                    $     101,011        $        31,208         $     5,785
Costs of sales                                                      88,016                 25,929               4,238
                                                              ----------------------------------------------------------
           Gross profit                                              12,995                 5,279               1,547

Selling, general and administrative                                   7,075                 3,169               1,466
                                                              ----------------------------------------------------------
           Operating income                                           5,920                   2,110                81
Other (income) expense:
    Interest expense - net                                            7,193                  2,070                 18
    Minority interest                                                    77                     26               (169)
    Other (income) expense, net                                         659                     (7)                -
                                                               ------------------------------------------------------
           Income (loss) from continuing
               operations before income taxes                        (2,009)                    21                232
Income tax benefit                                                      100                    389                 -
                                                               ------------------------------------------------------
           Income (loss) from continuing operations                  (1,909)                   410                232

Discontinued operations
    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 extraordinary item                      311                   1,986            (8,340)
Extraordinary item
    Gain from extinguishment of debt of
        discontinued operation                                                                3,527               -

           Net income (loss)                                  $          311       $          5,513     $       (8,340)
                                                               =============        ===============      ===============

Primary earnings (loss) per share
    From continuing operations                                $       (.58)        $           .27      $           .15
    From discontinued operations                                       .69                    1.04                (5.67)
    From extraordinary item                                          -                        2.34                 -
                                                               -----------------------------------------------------
           Total                                              $        .11         $          3.65      $         (5.52)
                                                               ===========          ==============       ===============

Weighted average common shares outstanding                        3,208,067               1,510,084            1,510,084
                                                              =============         ===============       ==============

Fully-diluted earnings (loss) per share:
    From continuing operations                                $       (.58)        $           .23      $           .15
    From discontinued operations                                       .69                     .81                (5.67)
    From extraordinary item                                           -                       1.82                 -
                                                               -----------------------------------------------------
           Total                                              $        .11         $          2.86      $         (5.52)
                                                               ===========          ==============       ===============
Fully-diluted common and common equivalent
    shares                                                     3,208,067              1,934,580            1,510,084
                                                              ==========           ============         ============
</TABLE>




The accompanying notes are an integral part of these statements.


<PAGE>



                       CPT Holdings, Inc. and Subsidiaries

         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)

                      Years ended June 30, 1996, 1995, 1994

<TABLE>

                                                    (in thousands of dollars, except share amounts)

                                                                                  Additional
                                                        Common Stock               Paid-In           Accumulated
                                                 Shares            Amount           Capital            Deficit

<S>                                               <C>          <C>               <C>              <C>            
Balance at June 30, 1993                          1,510,084    $          76     $       4,368    $       (2,576)

Net loss                                             -                  -                -                (8,340)
                                                -----------------------------------   ---------------------------

Balance at June 30, 1994                          1,510,084               76             4,368           (10,916)

Basis Adjustment for
 Leveraged Acquisition
   (See Note 1)                                      -                  -                -                (9,705)

Fair value of warrants issued with
   Amended Credit Agreement                          -                  -                  840              -

Fair value of warrants issued with
   Subordinated Term Note                            -                  -                  153              -

Net income                                           -                  -                -                 5,513
                                             --------------    --------------    -------------    --------------

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)
                                                  =========       ==========        ==========      ============


</TABLE>

The accompanying notes are an integral part of these statements.



<PAGE>


                       CPT Holdings, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Years ended June 30,

<TABLE>
                                                                                              (in thousands of dollars)
                                                                                  1996                1995                 1994

Cash flows from operating activities:
Net income (loss)
<S>                                                                        <C>                  <C>                 <C>        
    From continuing operations                                             $      (1,909)       $        410        $       232
    From discontinued operations                                                   2,220               1,576             (8,572)
    From extraordinary item                                                            -               3,527                  -
                                                                            ------------         -----------         ----------
                                                                                     311               5,513             (8,340)
Adjustments  to  reconcile  net  income  (loss)  to  net  cash  from   operating
    activities:
        Minority interest in earnings of subsidiaries                                 77                  26               (169)
        Loss (gain) on discontinued operations                                    (2,220)             (2,129)             3,322
        Gain on extinguishment of debt                                                 -              (3,527)                 -
        Depreciation and amortization                                              3,333                 900                478
        Deferred taxes                                                                 -                (710)                 -
        Provision for restructuring, reorganization
           and other unusual items                                                     -                   -                106
        Write-off of reorganization value in excess
           of amounts allocable to identifiable assets                                 -                   -                960
        Changes in assets and liabilities, net of divestiture
           effects of Hupp and effects from purchase and
           contribution of the assets of J&L and Brighton:
               Decrease in accounts receivable                                     2,264                 540                591
               Decrease (increase) in inventory                                   (2,804)              1,935                870
               Decrease (increase) in other current assets                            70                (128)                36
               Increase (decrease) in accounts payable
                  and accrued liabilities                                            881               4,237               (386)
               Increase (decrease) in accrued loss
                  on sale of assets                                                    -              (3,049)             3,049
               Decrease in other current liabilities                                 (46)               (552)              (149)
                                                                           -------------        ------------        -----------
                  Net cash provided by operating activities                        1,866               3,056                368
                                                                           -------------        ------------        -----------

Cash flows from investing activities:
    Proceeds used to purchase the assets of
        J&L Structural, Inc.                                                           -             (54,659)                 -
    Proceeds from the sale of assets of Hupp                                           -               1,934                  -
    Increase in other non-current assets                                                                 (72)                 -
    Capital expenditures                                                          (9,973)               (751)              (146)
                                                                           -------------        ------------        -----------
                  Net cash used in investing activities                           (9,973)            (53,548)              (146)
                                                                           -------------        ------------        -----------
</TABLE>


                                   (CONTINUED)



<PAGE>


                       CPT Holdings, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                              Years ended June 30,

<TABLE>

                                                                                            (in thousands of dollars)
                                                                                  1996                1995                   1994
Cash flows from financing activities:

<S>                                                                      <C>                   <C>                   <C>         
    Proceeds from issuance of long-term debt                             $       2,000         $      50,000         $        649
    Deferred financing costs                                                      -                   (2,277)                -
    Sale of common stock of subsidiary                                            -                    2,469                 -
    Net borrowings under Revolving Credit Facility                               6,659                 3,656                 -
    Borrowings under unsecured line of credit                                      966                  -                    -
    Payments on long-term debt                                                  (2,116)               (2,678)                (641)
    Other                                                                           (200)               -                     -
                                                                          -----------------------------------------------------

                  Net cash provided by financing
                     activities                                                  7,309                51,170                    8
                                                                          ------------          ------------          -----------

Net increase (decrease) in cash and cash equivalents                              (798)                  678                  230

Cash and cash equivalents:
    Beginning of year                                                              972                   294                   64
                                                                           -----------------   -------------         ------------

    End of year                                                          $         174         $         972         $        294
                                                                          ============          ============          ===========


Supplemental Data - Cash paid during the period for:

    Interest, net of capitalized amounts                                 $       7,565         $         650         $        379
                                                                          ============          ============          ===========

    Income taxes                                                         $         169         $         21          $         -
                                                                         =============          ===========           ==========

</TABLE>

Information regarding non-cash investing and financing activities:

Reduction in equity and property,  plant & equipment totaling  $9,705,000 due to
the basis adjustment for the leveraged Acquisition during fiscal 1995.







The accompanying notes are an integral part of these statements



<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.  Certain  reclassifications  have been made to
     prior year amounts to conform to the 1996 presentation.

         Acquisitions

         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").
         The  Acquisition  was  accounted for as a purchase  effective  April 6,
         1995, and accordingly, at such date the Company recorded the assets and
         liabilities  assumed at their  estimated  fair values, adjusted for the
         impact of the  continuing  residual  interest  of  predecessor  owners.
         Consequently,  the  accompanying  financial  statements for fiscal 1995
         reflect the results of operations and cash flows of J&L from the period
         from the  Acquisition  (April 6, 1995) to June 30,  1995.  Because  the
         Acquisition  qualified as a highly leveraged  transaction and a portion
         of the  predecessor  ownership will remain as indirect  stockholders of
         J&L,  application of the guidance in Emerging  Issues Task Force (EITF)
         Issue No. 88-16 - "Basis in Leveraged Buyout Transactions"  resulted in
         a reduction of property,  plant and equipment and common  shareholders'
         equity in the amount of $9,705,000.

         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 as of the  date of the
         Acquisition  operate as a distinct division of J&L ("Brighton").  BESCC
         simultaneously 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 the Company of
         a Deferred  Purchase Money Note in the approximate  amount of $475,000,
         said amount equal to the stated value for the preferred  stock plus the
         accrued dividends thereon, bearing interest at 11% and due December 15,
         2002.

         The purchase price and related  expenses were funded as follows:  (1) a
         $25 Million  6-year Senior Term Loan bearing  interest at prime plus 2%
         and  secured by a first lien on the assets of J&L;  (2) $23  Million of
         Subordinated  Term Notes,  each bearing  interest at 13%,  secured by a
         junior  lien on the  assets of J&L and  including  a grant of  warrants
         equal in the  aggregate to 15.3% of the common  stock  ownership of J&L
         (on a fully-diluted  basis),  exercisable at $.01 per share and subject
         to certain exercise  restrictions;  (3) a $15 Million Revolving Line of
         Credit bearing  interest at prime plus 1.5% having an initial term of 5
         years followed by a 1 year right of renewal at the lender's discretion;
         (4) a  capital  contribution  of  approximately  $2.5  Million  by  the
         shareholders of JLS and TCI in return for the issuance of common


<PAGE>


NOTE 1 - BASIS OF PRESENTATION - (CONTINUED)

     stock  representing 19.8% of JLH, which was in turn contributed to J&L; and
(5) a $5 Million  capital  contribution  from the  Company to JLH which was,  in
turn, contributed by JLH to J&L.

         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 CCC in exchange  for all of the common stock of CCC.
         Shortly  thereafter,  CCC acquired title to the 38-acre  parcel,  using
         funds which JLS had placed in escrow prior to the Acquisition.

         Discontinued Operations and Extraordinary Item

         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. There are
         no  remaining  assets or  liabilities  of Hupp  existing on its balance
         sheet as of June 30, 1996.





<PAGE>


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.

         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.

                  On an ongoing  basis,  management  reviews the  valuation  and
                  amortization of goodwill.  As part of the review,  the Company
                  estimates  the value and  future  benefits  of the net  income
                  generated by the related  subsidiaries  to  determine  that no
                  impairment has occurred.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         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.       Revenue Recognition

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

         h.       Research and Development

                  All  product  development  costs  are  expensed  as  incurred.
                  Product   development  costs  of  $268,000  were  included  in
                  discontinued operations in fiscal 1994.

         i.       Insurance

                  J&L  provides  health  insurance  and  workers'   compensation
                  coverages  to  its  employees  under  separate  self-insurance
                  programs that include certain stop-loss  coverages.  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.

         j.       Income Taxes

                  The Company  accounts for income taxes utilizing the asset and
                  liability  method as  prescribed  by  Statement  of  Financial
                  Accounting  Standards  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 bases 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.

         k.       Earnings Per Share

                  The  computation  of  primary  earnings  per  share  does  not
                  include  certain  outstanding  stock warrants as common stock
                  equivalents in the  circumstance  that the average stock price
                  for the period is below the warrant  exercise price making the
                  warrants antidilutive.

             i.   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

<TABLE>
                  Accounts receivable consisted of the following at June 30:
                                                                                           (in thousands of dollars)
                                                                                          1996                   1995
<S>                                                                                  <C>                    <C>        
                  Trade receivables                                                  $     8,467            $    10,593
                  Other                                                                      346                    505
                                                                                      ----------             ----------
                                                                                           8,813                 11,098
                  Less allowance for doubtful accounts                                       206                    244
                  Less allowance for discounts and returns                                   101                     84
                                                                                      ----------             ----------
                            Accounts receivable, net                                 $     8,506            $    10,770
                                                                                      ==========             ==========


NOTE 4 - INVENTORIES

                  Inventories consisted of the following at June 30:
                                                                                           (in thousands of dollars)
                                                                                          1996                   1995
                  Raw materials                                                      $     1,971            $     2,427
                  Finished goods                                                           8,842                  5,582
                                                                                      ----------             ----------
                            Total                                                    $    10,813            $     8,009
                                                                                      ==========             ==========
</TABLE>


<PAGE>


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

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

                                                                                  (in thousands of dollars)
                                                                                  1996                 1995
<S>                                                                        <C>                     <C>        
       Land and land improvements                                          $        291            $       267
       Building                                                                   1,082                   1,051
       Machinery and equipment                                                   36,599                 35,375
       Furniture and fixtures                                                       350                    326
       Office equipment                                                             302                    192
       Roll inventory                                                               802                    178
       Construction-in-process                                                    8,503                    180
                                                                           ------------             ----------
                                                                                 47,929                 37,569
       Less accumulated depreciation                                              3,429                    709
                                                                           ------------             ----------
                Total                                                      $     44,500            $    36,860
                                                                            ===========             ==========
</TABLE>

       Included   within   construction-in-process   as  of  June  30,  1996  is
       approximately  $694,000 of costs  incurred by J&L related to the possible
       construction of a caster and melt shop, which would produce billets to be
       processed by J&L. J&L  currently  buys  billets for its  operations  from
       third party vendors. While a final decision whether or not to construct a
       caster and melt shop has not been made, J&L and the Company  believe this
       is the probable course of action.


NOTE 6 - ACCRUED LIABILITIES
<TABLE>

         Accrued liabilities consisted of the following at June 30:
                                                                                   (in thousands of dollars)
                                                                                  1996                 1995
<S>                                                                        <C>                     <C>        
       Salaries, commissions and benefits payable                          $      1,741            $       881
       Interest                                                            536                     1,186
       Property tax                                                                  66                     42
       Outstanding Hupp unsecured accrued liabilities                                 -                    485
       Hupp pension contingency                                                     424                    200
       Other liabilities                                                          1,285                    463
                                                                             ----------             ----------

                Total                                                      $      4,052            $     3,257
                                                                            ===========             ==========
</TABLE>


<PAGE>



NOTE 7 - LONG-TERM OBLIGATIONS
<TABLE>

     Long-term obligations consisted of the following at June 30:                             1996                 1995
                                                                                               (in thousands of dollars)
<S>                                                                                           <C>                 <C>              
     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.                                                                 $21,884              $22,000

     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.  Borrowings
     are based on accounts receivable trade amounts and inventory values.                       9,880                3,229

     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

     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).                               966                   --
                                                                                              -------          -----------


<PAGE>


NOTE 7 - LONG-TERM OBLIGATIONS -(CONTINUED)

                     Total                                                                     62,935               55,434
                     Less-current maturities                                                    2,776                2,116
                     Less-discounts on long term obligations                                    1,271                  979
                                                                                             --------            ---------

                     Long-term obligations, net                                               $58,888              $52,339
                                                                                               ======               ======
</TABLE>


         At June  30,  1996,  the  following  table  sets  forth  the  scheduled
         maturities  of the  long-term  debt of the  Company  (in  thousands  of
         dollars):

                  June 30,
                    1997                           $    2,776
                    1998                                3,133
                    1999                                3,792
                    2000                               14,034
                    2001                                8,030
                 Thereafter                             29,899
                                                    $   61,664

         J&L capitalized  interest on capital projects during their construction
         period in fiscal 1996 totaling approximately $262,000.

         Included within the $25,000,000  Senior Term Loan, above, the lender is
         providing a Capital  Expenditure Line of Credit in the principal amount
         of $3,000,000.  This facility, which bears interest at the same rate as
         the Senior Term Loan,  is available  for a thirty-six  month period and
         terminates as of April 30, 1998. At June 30, 1996,  $2,000,000 had been
         borrowed against this facility.  Any 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 terms of the Revolving Loan, the Company used $500,000 of its
         credit  availability to issue a Letter of Credit.  This Letter has been
         issued to an  insurance  company  collateralizing  the costs of certain
         insurance programs (see Note 12).

         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, 1996, J&L
         was not in violation of any existing loan  covenants  under its amended
         credit agreements with its senior and subordinated lenders.

         As of March 31, 1996 and December 31, 1995,  J&L was not in  compliance
         with its operating  cash flow to total debt service ratio  covenant and
         its capital  expenditures  limitation  covenant.  On May 30, 1996,  J&L
         successfully  negotiated a second  amendment  to the credit  agreements
         with its senior and subordinated lenders which adjusted the measurement
         levels of certain  financial  covenants and cured the  violations
         referred to above.



<PAGE>


NOTE 7 - LONG-TERM OBLIGATIONS -(CONTINUED)

         As of June 30,  1995,  J&L was not in  compliance  with the minimum net
         worth  requirement of the Senior Term Loan and Subordinated  Term Notes
         due mainly to the  application of EITF No. 88-16,  the effects of which
         on the Company's  financial  statements had not been  determined at the
         time of the  closing of the  Acquisition.  The  provisions  of EITF No.
         88-16 require that certain continuing  shareholder  interests be valued
         at their  predecessor  basis rather than at fair value to the extent of
         the lesser of their  predecessor  interest in the purchased  company or
         continuing  interest in the acquiring company.  Application of EITF No.
         88-16 had the effect of  reducing  property,  plant and  equipment  and
         shareholder's  equity;  however, it had no cash impact to the financial
         statements. As a result, on October 12, 1995, J&L's lenders amended the
         Senior Term Loan and  Subordinated  Term Notes to ignore the effects of
         EITF No. 88-16 in computing  minimum tangible net worth effective as of
         June 30, 1995.

         The fair market  value of J&L's fixed rate  long-term  debt on June 30,
         1996,  including current  maturities,  approximates its book value. The
         fair  market  value  estimate  was  based  on a  stable  interest  rate
         environment  over the period  since the  Acquisition  and  management's
         assessment of the market  environment for private  placement  mezzanine
         funding.  Management is not aware of any significant factors that would
         alter this estimate after that date.

         On February 1, 1996,  the Company  entered  into an  unsecured  line of
         credit  agreement  with  Trinity   Investment  Corp.   ("Trinity")  for
         $1,000,000.  As part  of  this  agreement,  a  stock  warrant  purchase
         agreement was executed  whereby Trinity was issued 300,000  warrants to
         purchase  the same number of common  stock  shares of the Company at an
         exercise  price of $4.00 per warrant  for a period of ten years.  These
         warrants  have  been  valued  at  $376,000  as of the date of  issuance
         utilizing  the Black  Scholes  option  pricing model as a basis for the
         measurement. The value of the warrants has been recorded as an increase
         in additional paid-in capital of the Company.

         On April 1, 1995, the Company entered into a Credit Agreement ("Amended
         Credit  Agreement")  with Trinity  which agreed to lend an aggregate of
         $6,730,000 in order to repay and satisfy the  following,  as well as to
         fund a $5,000,000 capital contribution to JLH:

         a) variable rate  debenture in the original  principal  amount of 
            $900,000 together with accrued interest thereon totaling 
            approximately $185,000;

         b) certain intercompany advances plus accrued interest totaling 
            approximately $270,000;

         c) promissory note payable to The A.J. 1989 Trust which originated
            in February 1994 in the original principal amount of $200,000 
            together with accrued interest thereon totaling approximately 
            $22,000; and

         d) certain non-interest bearing intercompany advances from The A.J. 
            1989 Trust totaling approximately $150,000.

         Additionally,  as part of the Amended Credit Agreement, a stock warrant
         purchase  agreement was executed  whereby Trinity was issued  2,000,000
         warrants to  purchase  the same  number of common  stock  shares of the
         Company  at an  exercise  price of $1 per  warrant  for a period of ten
         years.  These  warrants  have been valued at $840,000 as of the date of
         issuance utilizing the Black Scholes option pricing

<PAGE>



NOTE 7 - LONG-TERM OBLIGATIONS -(CONTINUED)

         model.  The value of the warrants has been recorded as an increase in 
         additional paid-in capital of the Company.

         On March 15, 1995, BESCC redeemed its preferred stock from Ascott Wing,
         Inc., a related party, in consideration for the issuance by the Company
         of a  Deferred  Purchase  Money  Note  in  the  approximate  amount  of
         $475,000, said amount equal to the stated value for the preferred stock
         plus the accrued dividends thereon.

         On February 8, 1993, the Company  entered into a Credit  Agreement (the
         "Credit  Agreement")  with  Trinity,  and  Trinity  agreed  to loan the
         Company the principal amount of $900,000 for the purposes of making the
         Hupp  acquisition.  Included within the Credit  Agreement is a variable
         rate debenture  agreement,  a warrant purchase agreement and a security
         agreement.  An aggregate of 302,000 warrants for the purchase of common
         stock of the  Company at an exercise  price of $1.25 per  warrant  were
         issued in conjunction  with the Credit  Agreement.  These warrants were
         irrevocably  cancelled  without  consideration  by  Trinity in March of
         1995.


NOTE 8 - INCOME TAXES

   For the years ended June 30, 1996, 1995, and 1994 the provision for income 
   taxes consisted of the following:
<TABLE>
   
                                                              1996                   1995                 1994
                                                                 ----                   ----                 ----
<S>                                                         <C>                   <C>                   <C>           
             Federal income tax provision                   $     (100,230)       $      135,000        $            -
             State income tax provision                                  -               236,600                     -
             Deferred tax provision                                      -              (760,000)                    -
                                                             -------------         -------------         -------------
                Total                                       $     (100,230)       $     (388,400)       $            -
                                                             ==============        =============         =============


         The  effective  income tax rate on income  from  continuing  operations
         differs from the statutory  federal income tax rate for the fiscal year
         ended June 30, 1996, 1995, and 1994, as follows:

                                                                                   (in thousands)
                                                                 1996                   1995                 1994
                                                                 ----                   ----                 ----
             Income tax at U.S. Federal
                statutory rate of 34%                       $         (683)       $            7        $           79
             Acquisition expenses                                                            199
             State income taxes                                                              165
             Utilization of net operating loss
                carryforwards and other                                583                  (760)                  (79)
                                                            --------------        --------------        ---------------
             Income tax benefit                             $         (100)       $         (389)       $           -0-
                                                             ==============        =============         ==============

</TABLE>
         Management has calculated its net operating loss  carryforward  at June
         30, 1996 to be  approximately  $73 million.  Such losses can be carried
         forward and expire in the tax years ending June 30, 2002 through 2011.

         Temporary  differences between financial statement carrying amounts and
         tax bases of assets and  liabilities  at June 30, 1996 and 1995 were as
         follows:
<TABLE>

         Current deferred taxes:                                                       1996                 1995
                                                                                       ----                 ----
                 Assets
                 ------
<S>                                                                           <C>                   <C>         
                 Accrued expenses                                             $         315,200     $          -
                 Bad debt allowance                                                      82,400               87,000
                 Other                                                                     -                   8,000
                 Valuation allowance                                                   (397,600)             (95,000)
                                                                                ---------------     -----------------
              Net current deferred tax asset                                  $         -0-         $        -0-
                                                                               ================      ===========

         Non-current deferred taxes:
                 Assets
                 Net operating loss carryforward                              $      25,394,000     $     21,000,000
                 Basis difference in tax assets acquired                                236,900            5,000,000
                 Valuation allowance                                                (25,630,900)         (26,000,000)
                                                                                    -----------           ----------

              Net non-current deferred tax asset                              $         -0-         $        -0-
                                                                               ================      ===========
</TABLE>

         Management has recorded a valuation  allowance against the deferred tax
         assets due to their  belief that  recovery of these  future  deductions
         against future taxable income is less than likely.




<PAGE>


NOTE 9 - CAPITAL STOCK

         Preferred Stock

     The preferred  stock  redemption  obligation  including  accrued  dividends
     through  March 15,  1995  totaling  $475,204  was  converted  to a deferred
     purchase money note payable to a related holding company (see Note 7).

         Warrants

         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 the Amended Credit  Agreement  executed on
         April 1, 1995. These warrants are exercisable for a period of ten years
         at $1.00 per warrant.

         Warrants  for  302,000  shares of Company  common  stock were issued to
         Trinity in conjunction with the Credit  Agreement  executed on February
         8,  1993.   These   warrants   were   irrevocably   cancelled   without
         consideration by Trinity in March 1995.

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,  1996.  Pension  expense
         for this plan for the year ended June 30,  1996 and for the period from
         the  date of  Acquisition  (April  6,  1995)  to  June  30,  1995,  was
         approximately $486,000 and $90,000, 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,  1996.  A
         withdrawal  from the plan would trigger an obligation to the plan for a
         portion of the unfunded  benefit  obligation.  Pension expense for this
         plan for the year ended June 30, 1996, and for the period from the date
         of  Acquisition  (April 6, 1995) to June 30,  1995,  was  approximately
         $40,000 and $11,000.

         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 year ended June 30, 1996 and for the period from the date


<PAGE>


NOTE 10 - BENEFIT PLANS - (CONTINUED)

         of  Acquisition  (April 6, 1995) to June 30,  1995,  was  approximately
$1,238,000 and $189,000, 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 periods  ended June 30,
         1996 and 1995, 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.  Pension
         expense  approximated  $99,000,  and $38,000 for the fiscal years ended
         June 30, 1995 and 1994, respectively.  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 12).

         Hupp had a profit-sharing  plan covering all employees not covered by a
         collective  bargaining  agreement.  Under this plan, eligible employees
         were permitted to defer a portion of their gross  compensation  up to a
         maximum  amount as  provided  for by the plan or  pursuant  to  Section
         401(k) of the  Internal  Revenue  Code.  Hupp matched a portion of each
         employee's  contribution subject to plan limitations.  Contributions by
         Hupp  approximated  $11,000  for the  year  ended  June  30,  1994.  In
         conjunction  with the secured  party asset sale and  discontinuance  of
         Hupp operations,  the plan has been terminated and final  distributions
         to participants have occurred.


 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,  1996,  CPT has  made  payments  aggregating  approximately
         $446,000  to the Plan and as of June 30,  1996,  has fully  accrued the
         amount of the outstanding claim less payments made through the June 30,
         1996  date.  The  Company  will  continue  to make  monthly  instalment
         payments to the plan of  approximately  $25,000  against the  remaining
         obligation under this claim.

         The  Company is a party to  several  lawsuits  arising in the  ordinary
         course of its  business.  The  Company's  management  and legal counsel
         believe  that there are valid  defenses to the claims  being  asserted.
         While the Company's  ultimate  liability with respect to these lawsuits
         cannot be determined at this time,  management  believes the resolution
         thereof  will not have a  materially  adverse  effect on the  financial
         position or results of operations of the Company.


NOTE 11 - LITIGATION, COMMITMENTS AND CONTINGENCIES - (CONTINUED)

         J&L's  workers   compensation   insurance  program  provides  for  self
         insurance with stop-loss  protection.  Under this arrangement,  for the
         policy year  November  1995-1996,  J&L was required to issue a $500,000
         letter  of  credit  in  the  name  of  the  insurance  company.  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 years November, 1995-1996 and 1994-1995, J&L elected to place on
         deposit  with the  insurance  company an amount  equal to $340,000  and
         $330,000,  respectively.  On June  30,  1996  and  1995,  approximately
         $279,000  and  $266,000,  respectively,  remained  on deposit  with the
         insurance  company,   and  is  reflected  as  an  Other  Asset  in  the
         accompanying balance sheets.

         J&L has signed a contract  for  turnkey  development,  fabrication  and
         installation of a new reheat  furnace.  The total estimated cost of the
         project  is  approximately  $8,500,000  of  which  $6,700,000  has been
         incurred through June 30, 1996.
         The project was completed and placed in service in late July 1996.


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 the
         years  ended  June 30,  1996  and 1995  under  this  agreement  totaled
         $600,000 and $150,000, respectively.

         Mentmore  engages  in  investment  banking  and  corporate   management
         services.  An  investment  banking fee  totaling  $500,000  was paid to
         Mentmore by J&L during fiscal 1995 in conjunction with the Acquisition.
         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 Notes 7
         and 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 (see Note 7).

         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.


<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,  tractor
         trailer  construction and ship building  industries.  Brighton designs,
         manufactures and sells steel piercer points which represent  disposable
         tooling  used in the  production  of  seemless  steel tubes used in the
         petrochemical   industry.   The  remaining   operations  of  Hupp  were
         discontinued  on October 27, 1994,  as a result of a secured party sale
         of all of its assets (see Note 1).  Results of operations for Hupp have
         been  included  in   discontinued   operations  for  all  fiscal  years
         presented. Hupp manufactured heating,  ventilating and air conditioning
         equipment  used  primarily in commercial  applications  and  fractional
         horsepower  electrical motors and mobile products used primarily in the
         heavy duty and off-road truck markets.
<TABLE>

         Financial information for continuing operations by business segment for
         the fiscal years ended June 30, is as follows:
                                                                                     (in thousands of dollars)
                                                                          1996                1995                  1994
                                                                          ----                ----                  ----
         Sales to unaffiliated customers:
<S>                                                                  <C>                 <C>                      <C>      
               BESCC/Brighton                                        $       6,402       $      6,060             $   5,785
               J&L Structural                                               94,609             25,148                     -
                                                                            -----------------------------------------------
                  Total                                              $     101,011       $     31,208             $   5,785
                                                                      ============        ===========              ========
         Depreciation and amortization:
               CPT Holdings, Inc.                                    $          75       $         14             $       -
               BESCC/Brighton                                                  140                134                    13
               J&L Structural                                                3,118                752                     -
                                                                      ------------        -----------              --------
                  Total                                              $       3,333       $        900             $      13
                                                                      ============        ===========              ========
         Operating income:
               CPT Holdings, Inc.                                    $      (1,227)      $       (972)            $  (1,107)
               BESCC/Brighton                                                  996              1,083                 1,188
               J&L Structural                                                6,151              1,999                     -
                                                                     ------------------------------------------------------
                     Total                                           $       5,920       $      2,110             $      81
                                                                      ============        ===========              ========
         Identifiable assets:
               CPT Holdings, Inc.                                    $          95       $        436
               BESCC/Brighton                                                4,025              3,299
               J&L Structural                                               64,116             57,120
               Continuous Caster Corp.                                         348                348
                                                                      ------------        -----------
                  Total                                              $      68,584       $     61,203
                                                                      ============        ===========
         Capital expenditures:
               CPT Holdings, Inc.                                    $           -       $          -
               BESCC/Brighton                                                  786                 36
               J&L Structural                                                9,187                715
                                                                      -------------------------------
                     Total                                           $       9,973       $        751
                                                                      ============        ===========
</TABLE>

         BESCC/Brighton's  revenue was generated by five  customers  that  
         comprised  77%, 73% and 82% of its total revenue in 1996, 1995, and 
         1994, respectively.


<PAGE>









INDEPENDENT AUDITORS' REPORT



Board of Directors
CPT Holdings, Inc. and Subsidiaries


We have audited the consolidated financial statements of CPT Holdings,  Inc. and
Subsidiaries  as of June 30, 1996 and for the year then  ended,  and have issued
our report thereon dated September 5, 1996; such report is included elsewhere in
this Form 10-K. Our audit also included the financial statement schedules of CPT
Holdings,  Inc.  and  Subsidiaries  as of and for the year ended June 30,  1996,
listed in Item 14. These financial statement schedules are the responsibility of
the Company's  management.  Our responsibility is to express an opinion based on
our audit. 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 5, 1996



<PAGE>

















Report of Independent Certified Public Accountants



Board of Directors
CPT Holdings, Inc. and Subsidiaries


In connection  with our audit of the  consolidated  financial  statements of CPT
Holdings,  Inc. and  Subsidiaries  referred to in our report dated September 26,
1995, which is included in the 1995 Annual Report to Shareholders,  we have also
audited  Schedules  I & II and  Exhibit  II as of and for  each of the two  year
periods ended June 30, 1995. In our opinion,  these schedules present fairly, in
all material respects, the information required to be set forth therein.


                                                              GRANT THORNTON LLP

Pittsburgh, Pennsylvania
September 26, 1995
         except for Note 7, to which the date is October 12, 1995



<PAGE>


                               CPT HOLDINGS, INC.
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                    June 30,
                                                              ($000's)


<TABLE>

Balance Sheets

    Assets                                                             1996            1995               1994
    ------                                                             ----            ----               ----

<S>                                                                <C>               <C>      
    Cash and cash equivalents                                      $       91        $     436
    Note receivable                                                         -                -
    Prepaid expenses                                                        4                -
    EITF 88-16 basis adjustment                                        (9,705)          (9,705)
    Investment in subsidiary                                            8,795            8,783
                                                                        ----------------------

           Total assets                                            $     (815)       $    (486)
                                                                    ==========        =========


    Liabilities and Shareholders' Equity

    Accrued liabilities                                            $    1,125        $     551
    Due from subsidiaries                                                   -                -
    Long-term obligations                                               7,044            6,379
    Accounts payable                                                        -               35

    Common stock:  authorized 30,000,000 shares
        at $0.05 par value each; 1,510,084 shares
        issued and outstanding                                             76               76
    Capital in excess of par value                                      5,737            5,361
    EITF 88-16 basis adjustment                                        (9,705)          (9,705)
    Accumulated deficit                                                (5,092)          (3,183)
                                                                   ----------        ---------

    Total shareholders' equity                                         (8,984)          (7,451)
                                                                   -----------       ----------

    Total liabilities and shareholders' equity                     $     (815)       $    (486)
                                                                    ==========        ----=====


Statements of Cash Flows

    Cash flows from operating activities                           $   (1,610)       $      91        $       17
    Cash flows from investing activities                                  299           (4,672)                -
    Cash flows from financing activities                                  966            5,000                 -
                                                                   ----------        ---------          --------

    Increase (decrease) in cash and cash equivalents                     (345)             419                17

    Cash and cash equivalents
        Beginning of year                                                 436               17                 -
                                                                   ----------        ---------        ----------
        End of year                                                $       91        $     436        $       17
                                                                    =========         ========         =========

Statements of Loss

    Earnings in subsidiary                                         $     (311)       $    (104)
    Other income                                                          (80)              (7)     $       (259)
    Interest expense (income), net                                      1,073              470                (2)
    Operating expenses                                                  1,227              631               737
                                                                   ----------        ---------        ----------
    Net loss                                                       $    1,909        $     990         $     476
                                                                    =========         ========          ========

</TABLE>




<PAGE>


                       CPT HOLDINGS, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                For the years ended June 30, 1995, 1994 and 1993
                                                              ($000's)

<TABLE>


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

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

              Description               Balance at        Charges to     Retirements (1)       Other charges         Balance
                                       beginning of        costs &                             add (deduct)         at end of
                                          period           expenses                                                  period
     ------------------------------- ------------------ --------------- ------------------- -------------------- ----------------

     1996

     Allowance for Doubtful
         Accounts in Accounts
<S>                                  <C>                <C>              <C>                 <C>                   <C>     
         Receivable                  $244               $  76            $114                $       -             $    206
                                     ====               =====            ====                ==============        ========
     Allowance for Sales Discounts
         and Claims                 $  84               $ 329            $312                $       -             $    101
                                    =====                ====            ====                ==============        ========

     1995

     Allowance for Doubtful
         Accounts in Accounts
         Receivable             $     124           $      67       $     161                $         214         $     244
                                 ========            ========        ========                 ============         =========
 
     Allowance for Sales
         Discounts and Claims   $     -             $   -          $       19                $         103        $       84
                                 ===========         ========       =========                 ============          =========

     1994

     Allowance for Doubtful
         Accounts In Accounts
         Receivable             $      106          $      18      $    -                        $      -           $    124
                                 =========           ========      =========                   ===========            =======

     ------------------------------- ------------------ --------------- ------------------- -------------------- ----------------
</TABLE>



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





<PAGE>


                                   EXHIBIT 11
                       CPT Holdings, Inc. and Subsidiaries
                        COMPUTATION OF EARNINGS PER SHARE
                              Years ended June 30,
<TABLE>
                                                                            (in thousands of dollars, except share amounts)
                                                                          1996                     1995                 1994
         Income (loss) before discontinued operations
<S>                                                                  <C>                      <C>                  <C>         
           items extraordinary items                                 $      (1,909)           $         410        $        232
         Earnings impact of subsidiary common
           stock equivalents                                                   (47)                     (16)                  -
         Gain from discontinued operations                                   2,220                    1,576              (8,572)
         Gain on extraordinary items                                             -                    3,527                   -
                                                                     -------------            -------------        ------------
                     Net income (loss)                               $         264            $       5,497        $     (8,340)
                                                                      ============             ============         ===========
         Primary Shares:
           Weighted average number of shares
               outstanding during period                                 1,510,084                1,510,084           1,510,084
           Shares issuable on exercise of all dilutive
               stock warrants, less shares assumed
               repurchased from proceeds                                 1,697,983                        -                   -
                                                                     -------------            -------------        ------------
                     Total                                               3,208,067                1,510,084           1,510,084
                                                                     =============                =========           =========
           Primary earnings (loss) per share before
               discontinued operations and
               extraordinary items                                   $      (.58)             $        .27         $      .15
           Primary earnings (loss) per share on
               discontinued operations                                       .69                      1.04              (5.67)
           Primary earnings per share on
               extraordinary items                                          -                         2.34               -
                                                                      ------------            ------------         -------
           Primary earnings (loss) per share                         $       .11              $       3.65         $    (5.52)
                                                                      ============             ===========          =========
         Assuming Full Dilution:
           Weighted average number of shares
               outstanding during period                                 1,510,084                1,510,084           1,510,084
           Shares issuable on exercise of all dilutive
               stock warrants, less shares assumed
               repurchased from proceeds                                 1,697,983                  424,496             -
                                                                     -------------            -------------        ------
                     Total fully-diluted common
                     and equivalent shares                               3,208,067                1,934,580           1,510,084
                                                                     =============            =============        ============
           Earnings (loss) per share before discontinued
               operations and extraordinary items
               assuming full dilution                                $      (.58)             $        .23         $      .15
           Earnings (loss) per share on discontinued
               operations assuming full dilution                             .69                       .81              (5.67)
           Earnings per share on extraordinary
               items assuming full dilution                                 -                         1.82               -
                                                                      ------------            ------------         -------
           Net earnings (loss) per share assuming
               full dilution                                         $       .11              $       2.86         $    (5.52)
                                                                      ============             ===========          ==========
</TABLE>