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, 1997

      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 29, 1997,  the aggregate  market value of shares of Common Stock of
the registrant held by non-affiliates was approximately $989,185.

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

As of August 29, 1997, 1,510,084 shares of Common Stock were outstanding.





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<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 a dominant market share in the domestic small piercer point market.

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

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

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

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

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

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


J&L Structural, Inc.

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


J&L Structural Division

      Products

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

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

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

      JUNIOR(R) Beams are hot rolled lightweight steel beam sections produced by
rolling  heated steel billets  through J&L  Structural's  fourteen stand rolling
mill. These sections have been accepted by designers and engineers for over half
a century as the lightest hot-rolled  structurals in their size class. JUNIOR(R)
Beams are available in 3 to 12-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
and 7.5 pounds per foot and 4" x 7.7 and 9.5 pounds per foot in the same variety
of grades and lengths as available for its other  products.  The lighter  weight
three-inch section is used as a highway guardrail post section.

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

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

      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.  Currently, J&L Structural purchases semifinished
steel  from  two main  suppliers  and  several  alternate  sources.  The loss or
reduction in capability of either of these main billet  suppliers  would require
J&L  Structural to rely more heavily on their other  current  sources of supply.
Management  maintains  good  relationships  with all its suppliers and would not
expect any  significant  impact on its  financial  statements  or its ability to
source an adequate supply of billets assuming a need to change its supplier mix.

      J&L is evaluating several options with regard to gaining more control over
its primary raw material supply.  In addition to the possibility of constructing
a greenfield melt shop, J&L is considering long-term supply arrangements,  joint
ventures and corporate acquisitions.

      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 potential to
achieve 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.

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

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

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

      Employees

      As of August 31, 1997, J&L  Structural  employed a total of 273 employees.
The United Steelworkers of America represents approximately 185 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 47
unionized  employees are also represented by the United  Steelworkers of America
on a five-year labor  agreement,  expiring in October 1999. The Company believes
that it has excellent  relationships  with both union locals. J&L Structural has
never experienced a work stoppage,  has experienced few employee  grievances and
has very little employee turnover.

      Backlog

      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, 1997,
J&L  Structural  had open orders  totaling $  10,200,000.  This  compares with a
backlog  of  $7,040,000  at the same date in 1996.  The  increase  in backlog in
comparison  to the  previous  year is due mainly to  continued  strength  in the
manufactured  housing and general  construction  markets and renewed strength in
the truck/trailer manufacturing market.

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

      Environmental Compliance

      U.S. steel producers,  including J&L Structural,  are subject to stringent
Federal,  state and local environmental laws and regulations  concerning,  among
other things,  air  emissions,  waste water  discharge,  and solid and hazardous
waste  disposal.  Company  spending,  in the future,  for compliance  with these
environmental laws and regulations is not anticipated to be significant.

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




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Brighton Electric Steel Casting Division

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

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

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

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

      Suppliers

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

      Marketing and Distribution

      Brighton has a dominant  market share of the small piercer points business
in the United  States and excels in  providing  quality  service  and  products.
However,  Brighton's  customer base is limited.  Essentially,  the customer base
consists  of several  major  accounts  that  account  for  approximately  90% of
Brighton's  revenues.  A  major  loss  of  one or  more  of  its  accounts  or a
significant  reduction in demand by the steel  industry would have 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  25% of total  sales for the
division in fiscal year 1997.  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 main competition is Columbiana Foundry  ("Columbiana") based
in Columbiana, Ohio which produces a wide variety of castings, including piercer
points.  In the past,  Columbiana  has focused its efforts on  producing  larger
piercer points.

      Employees

      As of August 31, 1997, Brighton employed a total of 21 employees.  Most of
Brighton's personnel are represented by the United Steelworkers of America under
a contract  that 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, 1997,  Brighton had firm open orders  totaling  $450,000.  This
compares to a backlog of $435,000  at the same date in 1996.  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.




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Financial Information Regarding Industry Segments
and Foreign and Domestic Operations

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


ITEM 2.     PROPERTIES
      CPT's  principal   executive   offices  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 that 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.  Under
the agreement by which this parcel was acquired,  the Beaver County  Corporation
for Economic  Development  has a right of first refusal to repurchase the parcel
for an amount  approximating the purchase price plus all  environmental  testing
and  remediation  costs  incurred  by  CCC  and  its  affiliates  if  CCC or its
affiliates  attempt to sell or  transfer  the  property  to a third  party whose
intent is other than to ultimately  construct a melt shop and continuous  caster
on the property.


ITEM 3.     LEGAL PROCEEDINGS
      The Industrial and Allied  Employees  Union Local No. 73 Pension Plan (the
"Plan")   issued  a  claim  for  payment  of   withdrawal   liability   totaling
approximately  $870,000  under Section 4219 of ERISA  against Hupp,  CPT and all
"controlled group members",  as a result of Hupp's cessation of contributions to
the Plan  following the  discontinuance  of Hupp's  business in October 1994. On
July 10, 1996, the arbitrator sustained the Plan's claim of withdrawal liability
against  CPT.  Pursuant to ERISA,  CPT  subsequently  appealed  the  arbitration
decision to the U.S. District Court for the Northern District of Ohio ("District
Court"). As of August 31, 1997, CPT has made payments aggregating  approximately
$741,000 to the Plan and as of June 30,  1996,  had fully  accrued the amount of
the  outstanding  claim less  payments  made through that date. On September 17,
1997,  in response to CPT's  appeal,  the District  Court  vacated in part,  and
confirmed in part the arbitrator's award. In its final and appealable judgement,
the District  Court ruled in favor of the Plan in the amount of $62,696.  As the
decision is appealable, CPT has not recorded any gain contingency as of June 30,
1997.

      On March 25, 1997,  J&L's furnace  builder filed a statement of mechanics'
lien in the Court of Common Pleas of Beaver County,  Pennsylvania  (the "Court")
against the real property  situated in Aliquippa and owned by J&L for payment of
$1,420,000  claimed due it. The mechanics'  lien asserts that work was completed
on the furnace in December  1996, and that under the contract the final holdback
payment would be payable  following  completion  of work.  J&L has not delivered
final payment due to variances noted under performance testing results which did
not meet contract  specifications.  However,  the furnace builder has refused to
recognize  these test  results  due to its  disagreement  with J&L's  procedural
methods  utilized  in  carrying  out the  testing.  Subsequent  to filing of the
mechanics' lien, on April 18, 1997, J&L filed a demand for arbitration under the
contract. J&L sought declaratory judgment and performance on the following:  (i)
contract  interpretation  of  performance  criteria  to  be  applied  under  the
contract,  (ii) contract interpretation with regard to procedures to be utilized
in conducting  performance  testing and (iii)  dismissal of the mechanics'  lien
claim  against  J&L's  real  property  on the  basis  that it is  premature  and
improper.  On June 18, 1997, the Court dismissed the mechanics' lien.  Following
this  decision,  J&L Structural  and the furnace  builder have initiated  formal
arbitration  procedures and are in the process of selecting an  arbitrator.  J&L
had fully accrued $1,420,000 in accounts payable as of June 30, 1997.

      The Company is not a party to any additional lawsuits.


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





                                       5
<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.

                                                           Fiscal 1997
                                                       High           Low

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

                                                           Fiscal 1996
                                                       High           Low

      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


      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 29, 1997, there were approximately 1,752 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.






                                       6
<PAGE>





ITEM 6.     SELECTED FINANCIAL DATA


    Selected Income Statement Data as of and for the Years Ended June 30: (1)(2)

                              (in thousands except per share data)
<TABLE>
<S>                              <C>           <C>          <C>         <C>          <C> 

--------------------------------------------------------------------------------------------
                                 1997          1996         1995        1994         1993
                                 ----          ----         ----        ----         ----
--------------------------------------------------------------------------------------------

Total net revenue             $98,199      $101,011      $31,208      $5,785       $3,739
(Loss) income from
   continuing operations       (2,654)      (1,909)          410         232         (199)
   after income taxes
(Loss) income from
   operations of                    -             -        (553)     (2,201)       (2,009)
   discontinued subsidiaries
Net gain (loss) on disposal
   of discontinued                  -         2,220        2,129     (6,371)        1,600
   subsidiaries
(Loss) income before income
   taxes and extraordinary     (2,654)          311        1,986     (8,340)         (608)
   items
Gain on extraordinary item          -             -        3,527           -            -
Net income (loss)              (2,654)          311        5,513      (8,340)        (608)

Earnings (loss) per share
   assuming full dilution:
From continuing operations    $ (1.76)     $  (.58)      $   .23       $.15        $ (.13)
From discontinued operations        -          .69           .81      (5.67)         (.28)
                                 -----          ---          ---      -----          ---- 
Extraordinary items
Net earnings (loss) per share $ (1.76)     $    .11       $ 2.86    $ (5.52)       $ (.41)
                              ========     ========       ======    ========       =======
Fully-diluted common and
   common equivalent shares
   outstanding (000)            1,510         3,208        1,935       1,510        1,510

Selected Balance Sheet Data
   (2):

Total current assets          $19,756       $19,623      $19,951      $5,045       $6,957
Total assets                   67,170        68,584       61,203       8,431       14,311
Current liabilities            18,686        15,709       16,041      11,857        9,280
Long-term obligations, net
   of current portion          57,255        59,288       52,339       2,500        2,448
Redeemable preferred stock          -             -            -         350          350
Common shareholders
   equity(deficit)            (11,638)       (8,984)      (9,671)    (6,472)        1,868
--------------------------------------------------------------------------------------------
</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 years  ended June 30, 1996 and 1995 based on the outcome of
certain bankruptcy proceedings and a secured party asset sale. See Note 1 to the
Consolidated Financial Statements.

      (2) On April 6, 1995, J&L, an indirect,  majority-owned  subsidiary of the
Company,  acquired the business and  substantially  all of the assets of JLS and
TCI 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

      The Company evaluates  potential prospects for growth of its business from
time to time, including through  acquisitions of existing  businesses.  In April
1997, the Company  announced a proposal to negotiate the acquisition of Steel of
West Virginia,  Inc.,  ("SWVA") for $9.00 per share in cash, but was rebuffed by
SWVA  management.   The  Company  then  solicited   proxies  to  oppose  certain
anti-takeover  proposals  made by SWVA  management and in favor of the Company's
non-binding resolution urging SWVA to enter into negotiations with any qualified
bidder,  including  the Company,  to sell SWVA.  The Company was  successful  in
stimulating  opposition to the  anti-takeover  proposals  made by SWVA,  but was
unsuccessful in winning approval to enter into  negotiations for the purchase of
SWVA with management.  To date, this situation remains  unchanged.  Although the
Company will continue to evaluate other options with regard to SWVA,  management
has made a  decision  to  consider  other  viable  options  which  would  result
primarily in providing J&L Structural with a lower cost source of billets.

      On April 6,  1995,  J&L,  an  indirect  majority-owned  subsidiary  of the
Company,  acquired the business and  substantially  all of the assets of JLS and
TCI (the  "Acquisition")  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.

      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  June 30,  1996 and  1995,
respectively.

      Results of Operations

      Net Sales

      The Company  recorded  net sales of  $98,199,000  for the fiscal year 1997
which compares to net sales of  $101,011,000  and  $31,208,000  recorded for the
years ended June 30, 1996 and 1995,  respectively.  Comparability  to the period
ended 1995 is impacted by the Acquisition  that took place on April 5, 1995. For
fiscal  year 1997,  $92,144,000  of net  revenues  was  attributable  to the J&L
Structural   operations  while  $6,055,000  was  attributable  to  the  Brighton
operation.  This compares to $94,609,000  for J&L and $6,402,000 for Brighton in
fiscal year 1996.  The decrease in net sales at J&L compared to the prior fiscal
year was  primarily  due to a decline  in orders  from  domestic  truck  trailer
manufacturers in the most recent fiscal year. Volume has declined  approximately
22% as that market  segment has seen a general  reduction in  inventories  and a
consolidation of accounts.  Offsetting this reduction have been increased orders
from highway safety  customers as well as continuing  growth in the manufactured
housing segment of J&L Structural's  business.  Brighton's fiscal 1997 net sales
decreased approximately 5.4% from fiscal 1996 levels while fiscal 1996 net sales
had increased 5.6% compared to fiscal 1995. Brighton's 1997 net sales reflect an
overall lower product volume of higher priced, higher margin items.

      The Company  recorded net sales of  $27,264,000  and  $25,205,000  for the
three month periods ended June 30, 1997 and 1996, respectively.  The three month
net sales for June 30, 1997 and 1996, are comprised of $25,830,000,  $1,434,000,
$23,457,000,  and  $1,748,000  for J&L  Structural  and Brighton,  respectively.
Volume increases of over 10% accounted for the increased net sales noted for the
1997 quarter. These increases were primarily in the shipment of JUNIOR (R) beams
to manufactured housing customers and wide flange beams to highway safety system
customers.  Shipment of crossmembers to the truck trailer industry have remained
flat between periods.

      Gross Margins

      Gross margins as a percentage of net sales were 12.2%,  12.9%,  and 16.9%,
respectively  for fiscal  years  1997,  1996,  and 1995.  Gross  margins for J&L
Structural for the fiscal 1997, were 11.2% while margins at Brighton during that
period were 27.7%. These percentages compare to 11.4% and 24.2% for fiscal 1996,
respectively.

      In July,  1996,  J&L  Structural  activated  a new  120-ton  walking  beam
furnace.  During the initial  start up of the  furnace,  and for several  months
thereafter,  numerous  technical and  operating  issues were  encountered.  As a
result,  productivity  and yield  performance  during  fiscal  1997 did not meet
anticipated levels and, therefore,  many of the benefits  anticipated for fiscal
1997 from this  equipment  upgrade did not  materialize.  Future  performance is
expected to improve as these issues have been largely resolved.  Additionally, a
charge  totaling  approximately  $767,000 was taken during the fourth quarter of
fiscal 1997  representing  engineering and feasibility  studies  relating to the
intended  construction of a caster and melt shop, which would produce billets to
be processed by J&L Structural. The Company has put the project on hold while it
evaluates other potentially more favorable billet supply options.  While a final
decision  whether to continue the project or not has yet to be made,  management
has taken the position that these costs represent a  non-productive  asset.  The
negative impact from lower productivity and yield coupled with the charge off of
the caster/melt shop costs was partially offset by favorable billet costs due to
lower scrap prices and favorable supply arrangements.

      Brighton margins improved  significantly  between fiscal 1997 and 1996, as
this business segments' margins reflect the sale of higher priced, higher margin
items. Margin comparisons to the 1995 period are impacted by the Acquisition and
the short period reflected in the Consolidated  Statement of Operations for that
period.

      Gross  margins as a  percentage  of net sales for the three month  periods
ending  June 30,  1997 and 1996  were  10.3%,  30.2%,  14.5%  and  32.9% for J&L
Structural and Brighton,  respectively.  Quarterly comparison for J&L Structural
reflects  increased volume and improved billet costs in the 1997 period,  offset
by lower sales prices,  the charge off of the caster/melt  shop costs and higher
profit  sharing  expense.  Slightly lower margins at Brighton were the result of
lower volumes.

      Selling, General and Administrative Expenses

      Selling,   general  and   administrative   expenses  totaled   $6,576,000,
$7,075,000  and   $3,169,000  for  the  fiscal  years  1997,   1996,  and  1995,
respectively.  As a percentage of revenues,  the amounts represented 6.7%, 7.0%,
and 10.2% of net revenues, respectively.  Expenses for fiscal 1997 included over
$230,000 of research and development costs relating to new product  development.
During fiscal 1996,  approximately  $600,000 was related to  additional  expense
related to  litigation  with a Hupp pension plan  sponsor.  Fiscal 1995 expenses
included expenditures of approximately  $500,000 related to a one time charge to
J&L  Structural  relating to  Acquisition  costs and  approximately  $300,000 of
expense necessary at CPT to support the Hupp pension plan litigation referred to
above.

      Interest Expense

Interest expense totaled $7,517,000,  $7,193,000 and $2,070,000 for fiscal 1997,
1996 and 1995, respectively. The increase in interest expense during fiscal 1997
when compared to the prior year was primarily due to  approximately  $132,000 of
incremental  interest expense being capitalized during the construction phase of
the new reheat  furnace,  in addition to a slight  increse in the prime  lending
rate.  Interest  expense for fiscal 1995 was impacted by the Acquisition and the
resulting  short period of the related  Acquisition  debt  outstanding  for that
period.

      Other Income/Expense

      Other  income/expense  for the  fiscal  year  1997  reflects  expenditures
(substantially   incurred   during  the  fourth  quarter)  which  resulted  from
professional  costs relating to a potential  acquisition of a steel company (see
"Significant  Events" above). Other income/expense for fiscal year 1996 reflects
an $828,000  charge  relating to the signing of a 58-month labor  agreement with
J&L  Structural's  United  Steel  Workers of America  local union on December 3,
1995.

      Liquidity and Capital Resources

      The Company's cash flows from  operating  activities  totaled  $4,646,000,
$1,866,000,  and $3,056,000 for the fiscal years ended June 30, 1997,  1996, and
1995 respectively. The increase in cash flows from operations during fiscal 1997
compared to fiscal 1996 resulted from improved working capital management offset
partially  by  professional  costs  incurred  in an  attempt  to acquire a steel
company.  The decrease in cash flows from operations during fiscal 1996 compared
to fiscal  1995  resulted  mainly from a buildup of  inventories  from less than
optimum levels existing during fiscal 1995.

      The Company's cash flow from investing  activities  totaled  ($3,219,000),
($9,973,000) and ($823,000) for fiscal 1997, 1996 and 1995 respectively.  Fiscal
1995 is shown net of proceeds used for the acquisition in April of 1995, and net
of proceeds  from the sale of Hupp.  J&L  completed  the  installation  of a new
reheat  furnace in July 1996.  The total cost of the project was  $8,500,000  of
which  $7,100,000  has been  expended to date,  $400,000  of which was  expended
during fiscal 1997. This project was financed through borrowings from the senior
lender capital  expenditure  facility,  borrowings from state and county sources
and from the  excess  availability  that  existed  under  the  revolving  credit
facility. The remaining $1,420,000 owed to the contractor under the terms of the
contract represents a retention amount.  Numerous technical and operating issues
on the  construction  and  operation  of  the  new  furnace  still  remain,  and
resolution  of these issues will take place in binding  arbitration.  The timing
for resolution and final determination of the portion of the $1,420,000, if any,
which will be owed to the  contractor  is unknown at this time.  The  balance of
funds utilized for investing activities is primarily directed toward maintenance
and refurbishment spend.

      The Company's cash flows from financing  activities totaled  ($1,540,000),
$7,309,000 and $51,170,000 for fiscal 1997, 1996 and 1995, respectively.  During
fiscal 1997 and 1996, borrowings under the senior credit facility, the revolving
credit facility and state and county loans totaling approximately $2,000,000 and
$9,500,000,  respectively,  were  offset  by  repayments  against  these  credit
facilities.

      Cash and cash equivalents  totaled $61,000,  $174,000,  and $972,000 as of
June 30, 1997, 1996, and 1995, respectively. Although the Company's total equity
represents a deficit of approximately $11,600,000,  this position is due largely
to 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  believes  that cash flow from
operations will continue to satisfy the Company's requirements to fund operating
expenses, debt service and maintenance and refurbishment capital expenditures in
the future.

      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 or billet  costs may  increase and J&L 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.




                                       7
<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 29, 1997 are as follows:

            Name           Age               Positions
 
      Richard L. Kramer      48         Chairman of the Board, Director
                                        and Secretary of CPT
      William L. Remley      46         President, Treasurer and Director of CPT
      Richard C. Hoffman     49         Director of CPT

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

ITEM 11.    EXECUTIVE COMPENSATION

      The following  table sets forth the  compensation  paid to Mr.  William L.
Remley for the fiscal  years  1997,  1996 and 1995,  as the only paid  executive
officer of the Company.

                                    Annual Compensation

           Name and                    Salary        Bonus     Other Annual
    Principal Position     Year          ($)          ($)      Compensation
           (a)              (b)          (c)          (d)          (e)
                           1997          -0-          -0-        $12,000
      William L. Remley    1996          -0-          -0-        $12,000
           President       1995        $25,000(1)     -0-          -0-

      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 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  378,600 shares
of Common Stock for the benefit of such persons as of August 29, 1997.

      The following table sets forth certain information, as of August 29, 1997,
with respect to the  beneficial  ownership of Common Stock by each person who is
known by the Company to own beneficially  more than 5% of outstanding  shares of
CPT's Common  Stock,  by each director of CPT, and by all officers and directors
as a group:
                                                  Number of Shares    Percent of
                                                  Beneficially        Common
Name                                              Owned (1)           Stock
----                                              ---------           ----------
Richard L. Kramer                                      -0-                -0-
William L. Remley                                      -0-                -0-
Ascott Wing, Inc. (2)                                604,586            15.87%
Trinity Investment Corp. (3)(4)                    2,372,500            62.27%
Halton House Limited (2)(4)(5)                     2,977,086            78.14%
The Halton Declaration of Trust (2)(4)(5)          2,977,086            78.14%
Bahamas Protectors Ltd., a Bahamian            
    corporation (2)(4)(5)                          2,977,086            78.14%
All Directors and Officers as a group              2,977,086            78.14%
   (3 persons including those named above) (4)(5)(6)

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

     (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 (see Notes 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 29, 1997,  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,
1997,  1996 and  1995  under  this  agreement  totaled  $600,000,  $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.





                                       8
<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.................23
      Independent Auditors' Report of Grant Thornton LLP....................24
      Financial Statements:
      Consolidated Balance Sheets as of June 30, 1997 and 1996..............25
      Consolidated Statements of Operations for the Years Ended
            June 30, 1997, 1996, 1995 ......................................26
      Consolidated Statements of Changes in Shareholders' Deficit
            for the Years Ended June 30, 1997, 1996, 1995...................27
      Consolidated Statements of Cash Flows for the Years Ended
            June 30, 1997, 1996, 1995.......................................28
      Notes to Consolidated Financial Statements............................30

      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 Grant Thornton LLP on Schedules.......43
            Financial Statement Schedules
            I -   Condensed Financial Information of Registrant.............44
            II -  Valuation and Qualifying Accounts.........................45

            Exhibit 11 - Computation of Earnings Per Share..................46
            Exhibit 27 - Financial Data Schedule............................47

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

B.    Reports on Form 8-K
                  None




                                       9
<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: October 1, 1997                                  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,
Richard L. Kramer              Secretary and Director         October 1, 1997



/s/ William L. Remley          President, Treasurer and       October 1, 1997
William L. Remley              Director (Principal
                               Executive, Accounting and
                               Financial Officer)



/s/ Richard C. Hoffman         Director                       October 1, 1997
Richard C. Hoffman





                                       10
<PAGE>















INDEPENDENT AUDITORS' REPORT


Board of Directors
CPT Holdings, Inc. and Subsidiaries


We have  audited the  consolidated  balance  sheets of CPT  Holdings,  Inc.  and
Subsidiaries  as of  June  30,  1997  and  1996,  and the  accompanying  related
consolidated statements of operations, changes in shareholders' deficit and cash
flows for the years then ended. Our audits also included the financial statement
schedules  listed in the Index at Item 14. These  financial  statements  and the
financial   statement   schedules  are  the   responsibility  of  the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects,  the financial position of CPT Holdings,  Inc.
and  Subsidiaries  as of June  30,  1997  and  1996  and the  results  of  their
operations  and their cash flows for the years  then  ended in  conformity  with
generally accepted accounting  principles.  Also, in our opinion, such financial
statement  schedules,  when  considered  in relation  to the basic  consolidated
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.



DELOITTE & TOUCHE LLP


Pittsburgh, Pennsylvania
September 5, 1997
(September 26, 1997 as to Note 7)



                                       11
<PAGE>















              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
CPT Holdings, Inc. and Subsidiaries


We have audited the accompanying consolidated statements of operations,  changes
in  stockholders'  equity  (deficit) and cash flows for the years ended June 30,
1995 of CPT Holdings,  Inc.  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 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, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  results of operations and
cash flows of CPT Holdings,  Inc. and  subsidiaries  for the year 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.)




                                       12
<PAGE>





                           CPT Holdings, Inc. and Subsidiaries

                               CONSOLIDATED BALANCE SHEETS

                                         June 30,

                                          ASSETS

<TABLE>
<S>                                                                      <C>           <C> 
                                                                         1997          1996
Current assets
     Cash and cash equivalents                                           $ 61          $174
     Receivables, net                                                   9,471         8,506
     Inventories                                                        9,876        10,813
     Deferred tax asset                                                   202             -
     Other current assets                                                 146           130
                                                                          ---           ---
     
Total current assets                                                   19,756        19,623

Property, plant and equipment, net                                     43,749        44,500
Goodwill, net of accumulated amortization of  $519 and $424,
     Respectively                                                       1,365         1,460
Deferred financing costs, net of accumulated
     amortization of $960 and  $538, respectively                       1,952         2,374
Other assets                                                              348           627
                                                                          ---           ---

          Total assets                                               $ 67,170      $ 68,584
                                                                     ========      ========
                                                                       
                              LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
      Current portion of long-term obligations                        $ 3,378      $  2,776
      Accounts payable                                                  9,562         8,881
      Accrued liabilities                                               5,581         4,052
      Payable to affiliate                                                165           -  
                                                                          ---         -----
                                                                                     
      
Total current liabilities                                              18,686        15,709

Long-term obligations, net of current portion                          56,955        58,888
Other long-term obligations                                               300           400
Deferred tax liability                                                    540             -

Minority interest in consolidated subsidiaries                          2,327         2,571

Common shareholders' deficit
     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         5,737
     Accumulated deficit                                              (17,451)      (14,797)
                                                                      -------       ------- 

         Total common shareholders' deficit                           (11,638)       (8,984)
                                                                      -------        ------ 

         Total liabilities and common shareholders' Deficit          $ 67,170     $  68,584

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


                                       13
<PAGE>



                      CPT Holdings, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                              Years ended June 30,

              (in thousands of dollars, except share amounts)
                                                 1997         1996         1995



<TABLE>
<S>                                           <C>          <C>          <C>  

Net Sales .................................   $  98,199    $ 101,011    $  31,208
Costs of sales ............................      86,247       88,016       25,929
                                                 ------       ------       ------
          Gross profit ....................      11,952       12,995        5,279

Selling, general and administrative .......       6,576        7,075        3,169

Operating income ..........................       5,376        5,920        2,110
Other (income) expense:
Interest expense - net ....................       7,517        7,193        2,070
Minority interest .........................        (244)          77           26
Other (income) expense, net ...............         420          659           (7)
                                                    ---          ---           -- 

Income (loss) from continuing
operations before income taxes ............      (2,317)      (2,009)          21
Income tax benefit (charge) ...............        (337)         100          389
                                                   ----          ---          ---
                                                                            

Income (loss) from continuing operations ..      (2,654)      (1,909)         410
Discontinued operations:

Loss from operations of discontinued ......           --         --          (553)
subsidiaries
Net gain (loss) on disposal of discontinued
subsidiaries ..............................           --       2,220        2,129
                                                  -----        -----        -----
Income (loss) before extraordinary item ...      (2,654)         311        1,986
Extraordinary item:
Gain from extinguishment of debt of
discontinued operation ....................          --          --         3,527
                                                  -----        -----        -----
Net income (loss) .........................     $(2,654)         311      $ 5,513

Primary earnings (loss) per share:
From continuing operations ...............   $    (1.76)      $ (.58)    $    .27
From discontinued operations .............          --           .69         1.04
From extraordinary item ..................          --            --         2.34
                                                  -----        -----        -----
Total ....................................   $    (1.76)      $  .11     $   3.65

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

Fully-diluted earnings (loss) per share:
From continuing operations ................   $   (1.76)      $ (.58)    $    .23
From discontinued operations ..............        --            .69          .81
From extraordinary item ...................        --             --         1.82
                                                  -----         -----       -----
          Total ...........................   $   (1.76)     $   .11     $   2.86
Fully-diluted common and common equivalent
     shares ...............................   1,510,084    3,208,067    1,934,580
</TABLE>

The accompanying notes are an integral part of these statements.






                                       14
<PAGE>





                       CPT Holdings, Inc. and Subsidiaries

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

                      Years ended June 30, 1997, 1996, 1995

                 (in thousands of dollars, except share amounts)

                                                           
                                      Common Stock       Additional  Accumulated
                                                           Paid-In    Deficit
                               Shares           Amount     Capital 
                                                           
Balance at June 30, 1994 .    1,510,084    $       76   $    4,368   $  (10,916)

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

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

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

Net income ...............                                                5,513
                              ---------    ----------   ----------   ----------
Balance at June 30, 1995 .    1,510,084            76        5,361      (15,108)

Fair value of warrants ...         --            --            376         --
issued with unsecured line
of credit agreement

Net income ...............         --            --            --           311
                             ----------    ----------   ----------   ----------
Balance at June 30, 1996 .    1,510,084            76        5,737      (14,797)

Net loss .................          --           --            --        (2,654)
                             ----------    ----------   ----------   ----------
Balance at June 30, 1997 .   1,510,084 $           76   $    5,737   $  (17,451)
                             ==========    ==========   ==========   ==========


      The accompanying notes are an integral part of these statements.



                                       15
<PAGE>




                       CPT Holdings, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      
                              Years ended June 30,
 
                                                     (in thousands of dollars)
<TABLE>
<S>                                                            <C>       <C>         <C> 
                                                               1997      1996        1995
                                                               ----      ----        ----
Cash flows from operating activities:
Net income (loss)
      From continuing operations .........................   $ (2,654)   $ (1,909)   $    410
      From discontinued operations .......................       --         2,220       1,576
      From extraordinary item ............................       --          --         3,527
                                                             --------    --------    --------
                                                               (2,654)        311       5,513

Adjustments to reconcile net income (loss)
      to net cash from operating activities:
      Minority interest in (loss) earnings of subsidiaries       (244)         77          26
      Loss (gain) on discontinued operations .............       --        (2,220)     (2,129)
      Gain on extinguishment of debt .....................       --            -.      (3,527)
      Depreciation and amortization ......................      4,108       3,333         900
      Deferred caster and melt shop charge ...............        767        --          --   
      Deferred taxes .....................................        337        --          (710)
      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 (increase) in accounts receivable ....       (965)      2,264         540
           Decrease (increase) in inventory ..............        937      (2,804)      1,935
           Decrease (increase) in other current assets ...        (16)         70        (128)
           Increase (decrease) in accounts payable
               and accrued liabilities ...................      2,211         881       4,237
           Increase (decrease) in accrued loss
               on sale of assets .........................       --          --        (3,049)
           Increase (decrease) in other current
               liabilities ...............................        165         (46)       (552)
                                                             --------    --------    --------
                   Net cash provided by operating
                   activities ............................      4,646       1,866       3,056
                                                             --------    --------    --------
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
           Decrease (increase) in other non-current assets        279        --           (72)
           Capital expenditures ..........................     (3,498)     (9,973)       (751)
                                                             --------    --------    --------

                 Net cash used in investing activities ...     (3,219)     (9,973)    (53,548)
</TABLE>
            
                                   (CONTINUED)



                                       16
<PAGE>





                                  

                           CPT Holdings, Inc. and Subsidiaries
                    CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                 
                              Years ended June 30,
                                                    (in thousands of dollars)
<TABLE>
<S>                                                        <C>         <C>         <C> 
                                                           1997        1996        1995
                                                           ----        ----        ----

Cash  flows from financing activities:

    Proceeds from issuance of long-term  debt .......      1,000    $  2,000      50,000
    Deferred  financing costs .......................       --          --        (2,277)
    Sale of common stock of subsidiary ..............       --          --         2,469
    Net borrowings under  Revolving  Credit  Facility       (621)      6,659       3,656
    Borrowings under state/local loans ..............      1,000        --          --
    Repayments of state/local loans .................        (78)       --          --
    Borrowings under unsecured line of credit .......         34         966        --
    Repayments of long-term debt ....................     (2,775)     (2,116)     (2,678)
    Other ...........................................       (100)       (200)       --   
                                                            ----        ----       ----      
       Net cash provided (used)
       by financing activities ......................     (1,540)      7,309      51,170
Net increase (decrease) in cash
       and cash equivalents .........................       (113)       (798)        678

Cash and cash equivalents:
       Beginning of year ............................        174         972         294
                                                             ---         ---         ---

       End of year ..................................   $     61    $    174    $    972
                                                        ========    ========    ========

Supplemental Data - Cash paid
       during the year for:
       Interest, net of capitalized amounts .........   $  6,268    $  7,565    $    650
                                                        ========    ========    ========
       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




                                       17
<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.

Acquisitions

The Company evaluates  potential  prospects for growth of its business from time
to time, including through  acquisitions of existing businesses.  In April 1997,
the Company  announced a proposal to negotiate the  acquisition of Steel of West
Virginia,  Inc.,  ("SWVA") for $9.00 per share in cash, but was rebuffed by SWVA
management.  The Company then solicited proxies to oppose certain  anti-takeover
proposals  made by SWVA  management  and in favor of the  Company's  non-binding
resolution  urging SWVA to enter into  negotiations  with any qualified  bidder,
including the Company,  to sell SWVA.  The Company was successful in stimulating
opposition to the anti-takeover  proposals made by SWVA, but was unsuccessful in
winning  approval  to enter  into  negotiations  for the  purchase  of SWVA with
management. To date, this situation remains unchanged. Although the Company will
continue to evaluate  other options with regard to SWVA,  management  has made a
decision to consider  other  viable  options  which would  result  primarily  in
providing J&L Structural with a lower cost source of billets. Professional costs
approximating $500,000,  which related to the situation,  were recorded as other
expense during the fourth quarter of fiscal 1997.

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  stockholders'  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 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. Note 1 - BASIS OF
PRESENTATION - (CONTINUED)


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.


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.




                                       18
<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

d.     Property and Depreciation

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

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

e.     Goodwill

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

f.    Deferred Financing Costs

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

g.     Impairment

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

h.     Revenue Recognition

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

i.     Research and Development

      All product  development  costs are  expensed as  incurred.  For the years
      ended June 30,  1997,  1996 and 1995,  these  amounts  were  approximately
      $230,000, $54,000 and $7,700, respectively.

j.     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.

k.     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  basis of  existing  assets  and
      liabilities by applying  enacted  statutory tax rates applicable to future
      years.  Deferred tax assets are reduced by a valuation  allowance if it is
      more likely than not that such benefits  will not be realized,  based upon
      available evidence.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

l.   Earnings Per Share

     The  computation  of primary  earnings per share does not included  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.

     The Financial  Accounting Standards Board has issued Statement of Financial
     Accounting  Standard  ("SFAS") No. 128 - Earnings  Per Share.  SFAS No. 128
     establishes new standards for computing and presenting  earnings per share,
     and is effective for financial  statements  issued for periods ending after
     December 15, 1997. The Company believes adoption of this Standard will have
     an immaterial impact on its earnings per share computation.

m.   Management Estimates

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

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at June 30:

                                                       (in thousands of dollars)

                                                                                
                                                         1997         1996     
                                                                               
     Trade receivables                               $      9,428  $      8,467
     Other                                                    261           346
                                                       ----------    ----------
                                                            9,689         8,813
     Less allowance for doubtful accounts                     151           206
     Less allowance for discounts and returns                  67           101
                                                     ------------ -------------
                                                                             
                                                                               
           Accounts receivable, net                    $    9,471    $    8,506
                                                       ==========    ==========
For the years ended June 30, 1997, 1996 and 1995, no customer accounted for more
than 10% of the Company's net sales.

NOTE 4 - INVENTORIES

Inventories consisted of the following at June 30:

                                                       (in thousands of dollars)
                                                                              
                                                         1997         1996     
                                                                              
          Raw Materials                              $      1,954  $      1,971 
          Finished goods                                    7,922         8,842
                                                     ------------   -----------
                                                                           
                                                                               
                Total                                $      9,876 $      10,813 
                                                     ============ ============= 
          






                                       19
<PAGE>




NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

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


                                               (in thousands of dollars)

                                                   1997           1996
                                                   ----           ----

       Land and land improvements              $          320            $
                                                                       291
       Building                                         1,972        1,082
       Machinery and equipment                         46,285       36,599
       Furniture and fixtures                             358          350
       Office equipment                                   343          302
       Roll inventory                                   1,320          802
       Construction-in-process                             62        8,503
                                                 ------------  -----------
                                                                     
                                                       50,660       47,929
       Less accumulated depreciation                    6,911        3,429
                                                 ------------  ----------- 

             Total                               $     43,749 $     44,500
                                                 ============ ============


Included within  construction-in-process  as of June 30, 1996 was  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. During
1997, an additional  $73,000 was incurred on this project.  At June 30, 1997, as
part of its regular quarterly  analysis,  management reviewed the costs expended
on this project and while a final decision  whether or not to construct a caster
and melt shop has not been made,  the  Company has put the project on hold while
it evaluates other potentially more favorable billet supply options. As a result
of this decision management  presently views this asset as being  non-productive
and has taken a charge of  approximately  $767,000  during the fourth quarter of
fiscal 1997.


NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consisted of the following at June 30:
                                                       (in thousands of dollars)
                                                     1997                1996
                                                     ----                ----
   Salaries, commissions and benefits payable      $1,825              $1,741
   Interest                                         1,595                 536
   Hupp pension contingency                           179                 424
   Other liabilities                                1,982               1,351
   -----------------                                -----               -----

         Total                                     $5,581              $4,052
                                                   ======              ======









                                       20
<PAGE>




NOTE 7 - LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following at June 30:
<TABLE>
<S>                                                                                  <C>                <C> 
                                                                                     1997               1996
                                                                                    (in thousands of dollars)

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.                                               $20,108      $21,884

Revolving Loan Facility,  $15,000,000  principal  amount,interest  at prime plus
1.5%,  payable April 1, 2000,  with a oneyear  renewal  option,  senior position
collateralized by all the assets,contracts, and real property and common
stock of J&L.  Borrowingsare based on accounts                                         
receivable trade amounts and inventory values.                                         9,251        9,880

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

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

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

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

Deferred  purchase  money note payable to a related  holding  company,  interest
fixed at 11%, payable annually interest only beginning March
15, 1996 and due December 2002.                                                          475          475

Unsecured  line of  credit to  $1,000,000  with a  related  investment  company,
bearing interest at 13% and payable with interest only  semi-annually  beginning
April 1, 1996 until due in March,  2002. The line of credit has been  discounted
$376,000 at the date ofissuance for financial statement reporting purposes as a
result of the fair value attributed to the related warrants (see below).               1,000          966
                                                                                       -----          ---
                                                                                

                                                                                      61,487       62,935
      Total                                                                            3,378        2,776
      Less-current maturities                                                          1,154        1,271
      Less-discounts on long term obligations                                        -------        -----
                                                                                  $   56,955  $    58,888
      Long-term obligations, net                                                  ==========  ===========
                                                                                  
</TABLE>


At June 30, 1997, the following table sets forth the scheduled maturities of the
long-term debt of the Company (in thousands of dollars):

                                    June 30,
                                    --------
                                    1998        $       3,378
                                    1999                4,321
                                    2000               13,940
                                    2001                8,517
                                    2002                1,625
                                    Thereafter         29,706
                                                   ----------
                                                $      61,487
                                                  ===========

J&L capitalized interest on capital projects during their construction period in
fiscal 1997 and 1996 totaling approximately $130,000 and $262,000, respectively.

Included within the $25,000,000  Senior Term Loan,  above, the lender provided a
Capital Expenditure Line of Credit in the principal amount of $3,000,000,  which
bears  interest  at the same rate as the  Senior  Term Loan.  At June 30,  1997,
$3,000,000  had been  borrowed  against this facility and was  outstanding.  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 $875,000 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, 1997, J&L was not in compliance with
the  provisions of the loan  agreements  dealing with the  determination  of the
financial  ratios of operating cash flow to contractual  total debt service with
the senior and  subordinated  lenders  and  operating  cash flow to  contractual
senior debt service with the senior  lender only.  Through  September  26, 1997,
these  violations  as of June 30,  1997 have been  waived by both the senior and
subordinated lenders. Additionally on September 26,1997, J&L negotiated a fourth
amendment to the credit  agreement  with its senior  lender  which  adjusted the
measurement level of these financial covenants for the next two fiscal quarters.

As of March 31, 1997 and  December  31,  1996,  J&L was not in  compliance  with
certain of its operating cash flow to debt service ratio covenants. J&L received
waivers for covenant violations  applicable to each of those periods. On January
9, 1997,  J&L  negotiated  a third  amendment to the credit  agreement  with its
senior  lender  which  adjusted the level of  aggregate  outstanding  letters of
credit  available,  reserved  against  availability  under  the  Revolving  Loan
Facility.

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,  1997,
including current maturities, approximates its book value. The fair market value
estimate was based on cash flow yield to maturity and  comparing  that amount to
market  quotations  where  possible.  Management is not aware of any significant
factors that would alter this estimate after that date.

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.  As of June 30, 1997,  the Company was in default  under
the line of credit agreement with Trinity for failure to make interest  payments
aggregating  approximately  $60,500.  Trinity  has  waived  payment  under  this
violation through July 1, 1998.

On April 1, 1995,  the Company  entered into a 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  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
model.  The value of the warrants has been recorded as an increase in additional
paid-in capital of the Company.  As of June 30, 1997, the Company was in default
under the Credit  Agreement  for failure to make interest  payments  aggregating
approximately $903,000.  Trinity has waived payment under this violation through
July 1, 1998.

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.  As
of June 30, 1997,  the Company was in default under the Deferred  Purchase Money
Note for failure to make interest payments  aggregating  approximately  $52,000.
Ascott Wing, Inc. has waived payment under this violation through July 1, 1998.

NOTE 8 - INCOME TAXES

For the years ended June 30, 1997,  1996,  and 1995 the provision  (benefit) for
income taxes consisted of the following:

                                             1997          1996         1995
                                             ----          ----         ----
                                             
Federal income tax provision (benefit) $        --     $(100,230)   $ 135,000
State income tax provision .............        --          --        236,600
Deferred tax provision (benefit) .......     337,200        --       (760,000)
----------------------------------------     -------        --       ---------

              Total ....................   $ 337,200   $(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 years ended June 30, 1997,
1996, and 1995, as follows:

                                           (in thousands)

                                                 1997       1996        1995

 Income tax (benefit) at U.S. Federal
     statutory rate of 34% ..........           $(788)     $(683)     $   7 
 Acquisition expenses ...............            --         --          199 
 State income taxes .................             337       --          165 
Utilization of net operating loss                                       
       carryforwards, increase in                                       
       valuation allowance and other              788        583       (760)
                                                  ---        ---       ---- 

Income tax charge (benefit) .........           $ 337       (100)     $(389)
                                                =====       ====      ===== 
                                                
Management has calculated its net operating loss  carryforward  at June 30, 1997
to be approximately  $97,000,000.  Such losses can be carried forward and expire
in the tax years ending June 30, 2003 through 2012.

Temporary differences between financial statement carrying amounts and tax bases
of assets and liabilities at June 30, 1997 and 1996 were as follows:

Current deferred taxes:
                                                 1997              1996        
Assets                                           
        Accrued expenses .............       $ 1,189,900      $   315,200      
         Bad debt allowance ..........            61,900           82,400 
        State net operating losses ...            30,000             --   
        Valuation allowance ..........        (1,079,334)        (397,600)
                                              ----------         -------- 
                                                                          
        Net current deferred tax asset       $   202,466             --   
                                             ===========       ========== 
                                                
                                                             
Non-current deferred taxes:
        Property, plant and equipment
              and intangibles ..........   $ (4,097,600)    $    236,900
        Net operating losses ...........     34,207,700       25,394,000
        Valuation allowance ............    (30,649,749)     (25,630,900)
                                            -----------      ----------- 

Total non-current deferred tax liability   $   (539,649)    $       --   
                                           ============     ============     


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.

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 (see Note 7).

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  (see
Note 7).

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,  1997 and 1996.  Pension  expense for the years ended June 30, 1997 and 1996
and for the period from the date of the Acquisition  (April 6, 1995) to June 30,
1995 was approximately $582,000, 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, 1997 and 1996. A withdrawal  from the plan would
trigger  an  obligation  to the  plan  for a  portion  of the  unfunded  benefit
obligation.  Pension  expense for the years ended June 30, 1997 and 1996 and for
the period from the date of the Acquisition (April 6, 1995) to June 30, 1995 was
approximately $40,000, $40,000 and $11,000, respectively.

J&L provides a profit sharing plan for substantially  all employees.  The amount
available for profit sharing is based on a return on sales formula using defined
levels  of  pretax  income.  For  those  employees  compensated  under  terms of
collective  bargaining   agreements,   distributions  are  calculated  and  paid
quarterly. For other eligible employees, calculations and distributions are made
at  J&L's  fiscal  year  end.  Such  amounts  have  been  reflected  as  current
liabilities in the  accompanying  consolidated  balance  sheets.  Profit sharing
expense  for the years  ended June 30, 1997 and 1996 and for the period from the
date of the  Acquisition  (April  6,  1995) to June 30,  1995 was  approximately
$764,000, $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 years ended
June  30,  1997 and 1996  and for the  period  from the date of the  Acquisition
(April 6, 1995) to June 30, 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
for the fiscal year ended June 30, 1995.  As a result of the secured party asset
sale on October 27, 1994, described in Note 1, Hupp was deemed to have withdrawn
from the plan.  This  withdrawal  triggered a demand for  payment of  withdrawal
liability by the Union (see Note 11).

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, 1997,
CPT has made payments aggregating  approximately  $741,000 to the Plan and as of
June 30,  1996,  has fully  accrued  the  amount of the  outstanding  claim less
payments  made through that date.  On September  17, 1997,  in response to CPT's
appeal,  the  District  Court  vacated  in  part,  and  confirmed  in  part  the
arbitrator's  award. In its final and appealable  judgement,  the District Court
ruled  in favor  of the  plan in the  amount  of  $62,696.  As the  decision  is
appealable, CPT has not recorded any gain contingency.

J&L's workers  compensation  insurance  program provides for self insurance with
stop-loss  protection.  Under this  arrangement,  for the policy  year  November
1996-1997,  J&L was  required  to issue a letter  of  credit  in the name of the
insurance  company.  The letter of credit called for  quarterly  step-ups in the
amounts available for draw with the maximum aggregate amount of $1,000,000 being
available  after  August 29, 1997.  At June 30,  1997,  $875,000 was the maximum
amount available under the letter.  J&L is financially  responsible for the face
value of this letter of credit.  The face value of this letter of credit reduces
the availability  under the Revolving Line of Credit facility  described in Note
7. For the policy  year  November,  1996-1997,  J&L was  required to maintain no
other forms of collateral relating to its workers' compensation program. For the
policy year  November,  1995-1996,  J&L  maintained  a letter of credit with the
insurance company in the amount of $500,000.  Additionally, J&L elected to place
on deposit with the insurance  company an amount equal to $340,000.  On June 30,
1996,  approximately $279,000 remained on deposit with the insurance company and
was reflected as an Other Asset in the accompanying consolidated balance sheets.

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

The  Company  is  not a  party  to any  additional  litigation,  commitments  or
contingent matters.

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, 1997 and
1996 and for the period from the date of the Acquisition (April 6, 1995) to June
30,  1995  under  this  agreement  totaled  $600,000,   $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.

P



NOTE 13 - SEGMENT INFORMATION

The  Company's  continuing  operations  include two distinct  business  segments
within its single  operating  subsidiary,  J&L. J&L Structural  manufactures and
fabricates lightweight structural steel shapes which are distributed principally
to the  manufactured  housing,  truck trailer  construction  and highway  safety
industries.  Brighton designs, manufactures and sells steel piercer points which
represent disposable tooling used in the production of 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.  Financial
information for continuing  operations by business  segment for the fiscal years
ended June 30, is as follows:
                                 (in thousands of dollars)
                             1997         1996              1995
                             ----         ----              ----

Sales to unaffiliated customers:
BESCC/Brighton             $  6,055    $   6,402         $   6,060
J&L Structural               92,144       94,609            25,148
                             ------      -------------------------
Total                      $ 98,199      $101,011        $  31,208
                            =======       =======          =======

Depreciation and amortization:
CPT Holdings, Inc.         $    110    $      75         $      14
BESCC/Brighton                  162          140               134
J&L Structural                3,836        3,118               752
                             ------    ---------         ---------
Total                      $  4,108    $   3,333         $     900
                            =======     ========          ========
Operating income:
CPT Holdings, Inc.         $   (302)    $ (1,227)        $    (972)
BESCC/Brighton                1,107          996             1,083
J&L Structural                4,764        6,151             1,999
Continuous Caster Corp.       (193)            -                 -
                             ------      -------           -------
Total                      $  5,376      $ 5,920         $   2,110
                           ========      =======         =========
                                          
Identifiable assets
CPT Holdings, Inc          $     21      $    95         $     436
BESCC/Brighton                3,847        4,025             3,299
J&L Structural               63,147       64,116            57,120
Continuous Caster Corp          155          348               348
                             ------    ---------           -------
Total                      $ 67,170    $  68,584         $  61,203
                            =======      =======          ========
Capital expenditures:
CPT Holdings, Inc.         $      -    $       -         $       -
BESCC/Brighton                   85          786                36
J&L Structural                3,413        9,187               715
                             ------      -------------------------
Total                      $  3,498      $ 9,973         $     751
                            =======       ======           =======

     BESCC/Brighton's  revenue was generated by five  customers  that  comprised
80%,77% and 73% of its total revenue in 1997, 1996 and 1995, respectively.



                                       21
<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 11 as of and for the year 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





                                       22
<PAGE>





                               CPT HOLDINGS, INC.
                SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                         June 30,
                                         ($000's)
Balance Sheets
Assets                                       1997        1996         1995
                                             ----        ----         ----

Cash and cash equivalents              $      18      $     91
Note receivable                                -             -
Prepaid expenses and other                   203           204
EITF 88-16 basis adjustment               (9,705)       (9,705)
Investment in subsidiary                   7,506         8,795
                                       ---------      --------
Total assets                           $  (1,978)     $   (615)
                                       ==========     =========

Liabilities and Shareholders' Deficit

Accrued liabilities                    $   2,079         1,125
Due to subsidiaries                          200           200
Long-term obligations                      7,188         7,044
Accounts payable                               -             -

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         5,737
EITF 88-16 basis adjustment               (9,705)       (9,705)
Accumulated deficit                       (7,553)       (5,092)
                                       ----------       ------

Total shareholders' deficit              (11,445)       (8,984)
                                       ----------       -------
Total liabilities and shareholders'
   deficit                            $   (1,978)   $     (615)
                                      ===========      ========

Statements of Cash Flows

Cash flows from operating activities   $    (370)     $ (1,610)  $      91
Cash flows from investing activities           -           299      (4,672)
Cash flows from financing activities         297           966       5,000
                                       ---------      --------      ------

Increase (decrease) in cash and cash
   equivalents                               (73)       (345)          419

Cash and cash equivalents:
Beginning of year                             91           436          17
                                       ---------        ------    --------

End of year                            $      18            91    $    436
                                        ========        ======      ======

Statements of Loss

Loss (earnings) in subsidiary          $     992      $   (311)  $    (104)
Other income                                 (48)          (80)         (7)
Interest expense (income), net             1,215         1,073         470
Operating expenses                           302         1,227         631
                                       ---------         -----    --------

Net loss                               $   2,461      $  1,909 $       990
                                        ========       ==========  =======




                                       23
<PAGE>




                        CPT HOLDINGS, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                For the years ended June 30, 1997, 1996 and 1995
                                    ($000's)
<TABLE>
<S>                  <C>           <C>            <C>               <C>             <C> 

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


1997

Allowance for Doubtful
   Accounts in Accounts
   Receivable            $206          $60           $115              $    -       $151   
                         =====         ===            =====              ======     ====   
                                                                                           
Allowance for Sales                                                                        
   Discounts and Claims  $101         $266          $ 300              $    -       $ 67     
                         =====        ====            ======             ======    =====   
                                                                                           
1996                                                                                       
                                                                                           
Allowance for Doubtful                                                                     
   Accounts in Accounts                                                                    
   Receivable            $244         $ 76           $114              $    -       $206     
                         =====        ====            ====               ======     ====    
                                                                                           
Allowance for Sales                                                                        
   Discounts and Claims $  84         $329           $312               $    -      $101   
                        ======        ====            ====               ======     ====   
                                                                                           
1995                                                                   

Allowance for Doubtful
   Accounts in Accounts
   Receivable            $124        $  67            $161               $214       $244
                         =====       =====             ===                ===      ====

Allowance for Sales
   Discounts and Claims$     -     $     -           $  19               $103     $  84
                       ========    =======           =====                ===     =====
</TABLE>

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




                                       24
<PAGE>




EXHIBIT 11
                           CPT Holdings, Inc. and Subsidiaries
                            COMPUTATION OF EARNINGS PER SHARE

                                               Years ended June 30,

                                (in thousands of dollars, except share amounts)
<TABLE>
<S>                                             <C>            <C>            <C>    
                                                        1997           1996           1995
                                                       ----           ----           ----
Income (loss) before discontinued                                                    
   operations items extraordinary items .....   $    (2,654)   $    (1,909)   $       410
Earnings impact of subsidiary common
   stock equivalents ........................          --              (47)           (16)
Gain from discontinued operations ...........          --            2,220          1,576
Gain on extraordinary items .................          --             --            3,527
                                                -----------    -----------    -----------
Net income (loss) ...........................   $    (2,654)   $       264    $     5,497
                                                ===========    ===========    ===========
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 ....................................     1,510,084      3,208,067      1,510,084
                                                ===========    ===========    ===========

Primary earnings (loss) per share before
   discontinued operations and
   extraordinary items ......................   $     (1.76)   $      (.58)   $       .27
Primary earnings per share on
   discontinued operations ..................          --              .69           1.04
Primary earnings per share on
extraordinary items .........................          --             --             2.34
                                                -----------    -----------    -----------

Primary earnings (loss) per share ...........   $     (1.76)   $       .11    $      3.65
                                                ===========    ===========    ===========

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 ....................     1,510,084      3,208,067      1,934,580
                                                ===========    ===========    ===========

Earnings (loss) per share before discontinued
   operations and extraordinary items
   assuming full dilution ...................   $     (1.76)   $      (.58)   $       .23
Earnings (loss) per share on discontinued
   operations assuming full dilution ........          --              .69            .81
Earnings per share on extraordinary
   items assuming full dilution .............          --             --             1.82
                                                -----------    -----------    -----------
Net earnings (loss) per share assuming
   full dilution ............................   $     (1.76)   $       .11    $      2.86
                                                ===========    ===========    ===========
</TABLE>


                                       25
<PAGE>