UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K


     X Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the fiscal year ending December 27, 1996

     Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934

Commission File Number: 0-14338

                            EURAMAX INTERNATIONAL plc
             (Exact name of registrant as specified in its charter)

           England and Wales                                98-0166997
      (State or other jurisdiction of                      (I.R.S. employer
      incorporation or organization)                      identification No,)

5335 Triangle Pkwy Suite 550, Norcross GA.                       30092
 (address of principal executive offices)                     (Zip Code)


   Registrant's telephone number, including area code: (770) 449-7066

                    Securities registered pursuant to Section
                               12(b) of the Act:


Title of each class                  Name of each exchange on which registered

           None                                       None


           Securities registered pursuant to Section 12(g) of the Act:
                                     None *
                                (Title of Class)

     * Certain notes issued by the Registrant are traded on the Luxembourg Stock
Exchange.

     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 the Form 10-K or any amendment to this
Form 10-K. |X|

     As of April 30, 1997,  Registrant has outstanding 1,000,000 Ordinary Shares
and 34,000,000  Preference  Shares. All of these shares were owned by affiliates
of the Company.

433340.3

<PAGE>





Statements contained in this Form 10-K that are not historical facts are forward
looking  statements  that are subject to the safe harbor  created by the Private
Securities  Litigation  Reform Act of 1995. Those  statements  involve risks and
uncertainties.  The actual results of Euramax International plc and Subsidiaries
(the "Company",  "Euramax") could differ  significantly  from past results,  and
from those  expressed  or implied in forward  looking  statements.  Factors that
could cause or contribute to such differences  include,  but are not limited to,
those  discussed  in  "Business,"  particularly   "Business-Risk  Factors,"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" as well as those discussed elsewhere in this Form 10-K.


                                     Part I

Item 1.  Business

General

Euramax  International plc is a leading  international  producer of aluminum and
steel  products  with  facilities in the U.S.,  the U.K.,  The  Netherlands  and
France.  Euramax's  products  include painted sheet and coil,  siding,  roofing,
raincarrying  systems,  windows,  doors and  various  fabricated  trim parts and
components.  The Company is a leading  supplier to several  niche  markets.  The
Company  believes  that in 1996 it  sold at  least  45% and 60% of the  aluminum
sidewalls used by RV manufacturers in the U.S. and Europe, respectively.  In the
same year,  the Company sold aluminum and steel  gutters and  downspouts to more
than 30 of the largest 50 home centers in the U.S. The Company  believes that in
1996 it sold at least 80% of all metal Do-It-Yourself raincarrying products sold
to U.S. home centers. The Company also believes that it sold at least 40% of the
steel siding sold to producers of manufactured housing in the U.S. Net sales for
1996  in  the  U.S.  and  Europe  were  $301.1   million  and  $187.8   million,
respectively.

Euramax  operates  downstream  of  producers  of aluminum  coil,  steel coil and
aluminum  ingot.  These producers  supply the Company with aluminum coil,  steel
coil and aluminum  extrusions.  The Company sold  approximately  137.5 and 167.1
million pounds of aluminum and steel, respectively, in 1996. To a lesser extent,
the Company also distributes and fabricates products manufactured from vinyl and
fiberglass.  The Company's  products are sold primarily to manufacturers of RV's
and  manufactured  housing,  rural building  contractors,  distributors and home
centers.

Euramax is a national  supplier in several of its key U.S. product lines and the
only national  supplier with in-house coil coating  capabilities to supply steel
siding  to  manufactured   housing  customers  and  aluminum   sidewalls  to  RV
manufacturers. This gives the Company certain advantages over regional suppliers
who do not have in-house  manufacturing  capabilities  or national  distribution
networks.  In addition,  extensive in-house  manufacturing  capabilities coupled
with product offerings made from alternate raw materials enable Euramax to react
to changing customer preferences.

Euramax is a holding  company  formed by (i) ACP  Holding  Company  ("ACP"),  an
affiliate  of  Citicorp  Venture  Capital,  Ltd.  and (ii) CVC  European  Equity
Partners,  L.P.  ("CVCEEP") and CVC European  Equity  Partners  (Jersey),  L.P.,
(collectively  with  CVCEEP,  "CVC  Europe",  and  collectively  with  ACP,  the
"Investor  Group")  to  acquire  certain  portions  of the  fabricated  products
operations  of Alumax  Inc.  ("Alumax")  pursuant  to the  Acquisition  (defined
below). See "The  Transactions." The Company's  operations are conducted through
subsidiaries in the U.S. and Europe.

The Transactions

Pursuant to a purchase  agreement (the  "Acquisition  Agreement") dated June 24,
1996 between the Company and Alumax, on September 25, 1996 (the "Closing Date"),
the Company purchased, through its wholly-owned subsidiaries,  all of the issued
and outstanding capital stock of certain of Alumax's  subsidiaries which operate
certain portions of Alumax's fabricated products operation (the  "Acquisition").
The purchase price was approximately  $251.2 million,  which includes  estimated
acquisition expenses of $3.9 million and adjustments for certain items including
cash  acquired and working  capital.  The  purchase  price is subject to further
adjustments upon determination of the final working capital. In order to finance
the purchase price,  including the payment of deferred financing fees which were
approximately  $9.9  million,  the  Company  and  certain  of  its  wholly-owned
subsidiaries (i) incurred  approximately  $100.0 million of indebtedness under a
credit  agreement  providing  for $40.0  million in term  loans and a  revolving
credit  facility of up to $85.0  million (the "Credit  Agreement"),  (ii) issued
$135.0  million of  subordinated  notes and (iii) issued to the Investor  Group,
certain members of management of the Company (the "Management Investors") and an
affiliate of Banque Paribas (the agent under the Credit Agreement), an aggregate
of  approximately  $35.0 million in preference and ordinary  shares (the "Equity
Contribution").



                                      -1-
<PAGE>





Business Strategy

The  Company's  strategy is to expand its  leadership  position as a producer of
aluminum  and steel  products  and to further  broaden its current  diversity of
products,  customers and geographic regions in which it operates. To enhance the
Company's operations and profitability, the Company expects to pursue a strategy
of identifying and acquiring businesses and assets that would enable it to offer
complementary  products or expand geographic coverage. The Company believes that
its  strategy  of  expanding  market  share,  broadening  the  diversity  of its
businesses and continuing to provide  customers with superior  products  through
responsive,  efficient  and  cost  effective  distribution  systems  will  be an
effective means of increasing profitability while preserving cash flow.

Market Leadership and Diversity of Business

The  Company's  position  as a  leading  international  downstream  producer  of
aluminum  and steel  products  has  enabled it to benefit  from  diversification
across  economic  and product  cycles  among  different  geographic  regions and
customer  groups.  This  diversification  has  historically  enabled  Euramax to
maintain stable margins even though demand for certain  products may be affected
by  changes  in  general  and  regional  economic  conditions  such as trends in
disposable income.

Leadership in several  markets:  The Company's  leadership in a variety of niche
markets has enabled it to maintain  consistent  operating results.  For example,
the Company is a leading supplier of steel and aluminum  sidewalls and siding to
U.S. RV and manufactured  housing producers.  The Company believes that its 1996
sales of raincarrying systems represent a majority of such products sold to U.S.
home centers. Similar leading positions are enjoyed by the Company's roll formed
aluminum  sheet  and coil  products  sold to RV  manufacturers  in the U.S.  and
Europe.

Manufacturing  expertise and diversity of products: The Company's  technological
expertise and its ability to fabricate from alternative materials has allowed it
to develop new products and  applications and to respond to the changing product
requirements of its customers.  Over time,  Euramax has increased its ability to
offer products  manufactured  from steel,  vinyl and fiberglass,  allowing it to
meet regional material preferences, to provide substitute products for end-users
and to retain customers in the event of demand shifts between raw materials.

Geographic  diversity:  The Company's sales span both the  continental  U.S. and
Europe, with each representing  approximately 61.6% and 38.4% of 1996 net sales,
respectively.   The  Company  has   manufacturing  or  distribution   facilities
strategically  located in the U.K., The  Netherlands,  France and all regions of
the continental U.S. The Company's geographic diversity of sales limits reliance
on any single regional economy in the U.S. or national economy in Europe.

Customer  diversity.  The  Company  is  diversified  by both  size  and  type of
customer.  Of the  Company's  more than  3,700  customers,  no  single  customer
accounted  for  more  than  4.6% of net  sales in  1996.  The top ten  customers
accounted  for  approximately  21.1%  of 1996 net  sales  and  represented  five
distinct end-use markets. These characteristics  minimize the Company's reliance
on individual customers or end-use markets.

Distribution  capability.  The Company's  manufacturing and distribution network
consists of 29 strategically located facilities,  of which 24 are located in all
major regions of the United  States,  and five are located in Europe.  Euramax's
network of facilities allows the Company to offer a more  comprehensive  service
than  its  regional  competitors  and to  meet  the  increasing  demands  of its
customers for short delivery lead times.

Manufacturing Processes

The Company's  manufacturing processes employ a variety of equipment and several
types of facilities. Management believes that the Company's effective deployment
of equipment enables it to manufacture  standard and custom products efficiently
and  economically.  The Company has the equipment  necessary  for  manufacturing
substantially  all of its  products  in-house and is able to avoid most forms of
outsourcing.  This capability provides certain marketing and pricing advantages,
including  the ability to better  control  delivery  time and to develop new and
customer specific products in a more expeditious manner.

The Company's  manufacturing  process generally begins with painting aluminum or
steel coil through a process known as roll coating. Once coated, the aluminum or
steel is further  fabricated  through  selected  processes which include tension
leveling,  embossing,  slitting,   rollforming,  brake  pressing,  notching  and
bending.  These processes complete the appropriate steps to fabricate a finished
product.

                                      -2-

<PAGE>






The Company's coating and fabrication  capabilities are described in more detail
as follows:

Coating (painting):  Roll coating is the process of applying a variety of liquid
coatings to bare  aluminum or steel  coil,  providing a baked-on  finish that is
both protective and decorative.  Over 100 million pounds of aluminum and over 30
million pounds of steel are roll coated by the Company at its eight roll coating
operations  annually.  The Company has three such coating  lines in the U.S. and
five in Europe. The Company's roll coating facility in Roermond, The Netherlands
is one of only two  facilities  in the world  capable of coating  coil up to 100
inches in width.  The Roermond line  services a variety of expanding  markets in
which wide  coated  aluminum  is  becoming  increasingly  important.  Wide coils
provide  customers with the opportunity to produce products more economically by
reducing labor costs and requiring fewer joints and seams in their manufacturing
processes.

The Company also employs  powder  coating on a line recently  installed to paint
aluminum  and  steel  sheets  in the U.K.  This line is one of only a few in the
world with the ability to paint customized and exotic finishes,  allowing unique
design  possibilities  on aluminum  and steel  sheets.  These  finishes  include
textures,   patterns  and   decorative   styling   which  have  many   different
applications.  The Company coats aluminum  extrusions on its two European powder
spray  coating  lines,  which are  located in France and in the U.K.  Two of the
Company's  lines  in the U.S.  are used to spray  paint  steel  entry  doors.  A
specialized roller painting  operation for appliance parts provides  flexibility
in specialty decorating parts for certain appliance manufacturers.

Anodizing is an electrochemical process which alters an aluminum surface through
a controlled and accelerated oxidation process which, if desired, may also color
the material. Anodizing provides a high quality architectural finish to aluminum
extrusions  which  is  demanded  by  certain  customers.   Anodizing  is  a  key
manufacturing process offered by the Company at two of its European facilities.


Fabrication:  After  coating,  much of the Company's  coil is processed  through
slitting  operations which cut coils into more narrow widths.  The cut coils may
then  undergo  a  variety  of  downstream  production  processes  which  further
fabricate the aluminum and steel sheet to form the desired product.  Fabrication
equipment includes rollformers,  punch and brake presses and expanding machinery
for a variety of applications.

The Company also utilizes  specialized  equipment to inject and laminate foam to
provide insulation and rigidity to metal doors and panels.  Production machinery
also  includes  equipment to bend,  notch and cut aluminum and vinyl  extrusions
required, together with glass, for the assembly of windows and doors.


                                       -3-

<PAGE>






Products and Customers

The Company's  products are sold to a diverse group of customers  operating in a
variety of industries.  The Company's sales and marketing effort is organized on
a  decentralized  basis in order to provide the  required  services to the broad
customer and geographic mix with which Euramax is involved. Customers include:

         o  OEMs, including RV, commercial panel and appliance manufacturers
         o  Home Centers
         o  Manufactured Housing
         o  Distributors
         o  Rural Contractors
         o  Home Improvement Contractors

The table below lists the Company's key products,  materials used, customers and
end-users, and sales regions:

<TABLE>
<CAPTION>


------------------------------------------  ---------------------  -------------------------------------  --------------------------
                Products                          Materials               Customers and End-Users                 Sales Regions
------------------------------------------  ---------------------  -------------------------------------  --------------------------
<S>                                          <C>                    <C>                                    <C>    

Specialty Coated Coils (painting             Aluminum, Steel        OEMs, RV Manufacturers,                Europe
      aluminum and steel coils)                                     Various Building Panel
                                                                    Manufacturers
Roofing & Siding                             Aluminum, Steel,       OEMs, RV Manufacturers,                U.S., Europe
                                             Vinyl, Fiberglass      Manufactured Housing, Rural
                                                                    Contractors, Distributors, Home
                                                                    Improvement Contractors
Raincarrying Systems (gutters,               Aluminum, Steel,       Home Centers, Manufactured             U.S., Canada
      downspouts)                            Vinyl                  Housing, Rural Contractors,
                                                                    Home Improvement Contractors
Soffit (roof overhangs), Fascia (trims),     Aluminum, Steel        Home Centers, Manufactured             U.S.
      Flashing (roofing valley material)                            Housing, Rural Contractors,
                                                                    Home Improvement Contractors
Entry Doors                                  Aluminum, Steel,       OEMs, RV Manufacturers,                U.S., Europe
                                             Fiberglass             Distributors, Home Improvement
                                                                    Contractors
Windows                                      Aluminum, Vinyl        OEMs, RV Manufacturers, Home           U.S., Europe
                                                                    Improvement Contractors
Appliance Trims                              Aluminum, Vinyl        OEMs, Appliance Manufacturers          U.S.

</TABLE>

Original Equipment Manufacturers ("OEMs") (49.6% of 1996 net sales)

The  Company  supplies  OEMs  such as RV  manufacturers,  commercial  panel  and
appliance  manufacturers.  The  Company's  principal OEM customers are described
below.

Recreational Vehicle Manufacturers. The Company is a leading supplier of various
aluminum  products to RV  manufacturers  in the U.S. and Europe.  These products
primarily  consist of painted  aluminum  sheet and fabricated  painted  aluminum
panels.  The  Company  uses its  decorative  graphic  coating  lines to  produce
aluminum  panels with decorative  detailing in a variety of colors.  The Company
also  supplies RV doors,  windows  and  finished  aluminum  roofing  panels.  In
addition,  the Company began supplying  laminated aluminum and fiberglass panels
to RV manufacturers in 1995.

The Company  believes its  decorative  coating  capabilities  in the U.S. and in
Europe provide a technological  advantage not enjoyed by its competitors.  These
capabilities  enable the Company to paint a stripe or other  decorative  pattern
directly  onto  the  aluminum  sheet   according  to  customer   specifications.
Competitors do not have these abilities;  instead,  they offer a decorative tape
which must be applied to the aluminum sheet. The tape cannot be applied with the
tight tolerances achieved by the Company's painting process, and


                                       -4-

<PAGE>





does not offer the same  graphics  variety.  In response to demand for laminated
products in the U.S.  markets,  the Company  recently  opened a lamination  line
which can laminate, among other things, fiberglass and aluminum.

Commercial  Panel  Manufacturers:  The Company  sells  painted  aluminum coil to
customers who produce commercial building panels.  These panels become part of a
total package of commercial  building wall panels and facades.  The Company also
produces a composite  "sandwich"  building panel comprised of two aluminum skins
with a polystyrene  core,  which insulates and abates noise. The panels are used
in both residential  (e.g.,  room additions and patio enclosures) and commercial
applications  (e.g.,  service stations and school buildings),  as well as in the
construction of "cold rooms" used for the storage of perishable goods.

Appliance Manufacturers: The Company enjoys a leading position in the U.S. niche
market for decorated refrigerator trims. The Company provides door trims, drawer
fascias,  shelf fronts,  handles and freezer trims under contracts with the five
largest U.S.  home  appliance  manufacturers.  In 1993,  the Company added vinyl
extruding  capabilities in response to market changes and growing preference for
vinyl extruded  parts.  The Company  intends to utilize its expertise to produce
and market its products in other  applications  including  other  appliances and
automobiles.  In Europe,  the Company provides coated coil to certain  appliance
manufacturers for additional fabrication.

Other  Manufacturers:  The Company  also uses its  decorative  and coil  coating
capabilities for products supplied to overhead door  manufacturers and producers
of refrigerated  transport  containers.  Door manufacturers produce the overhead
doors,  adding the  necessary  hardware  and  accessory  items to  complete  the
product.  Transport container  manufacturers  represent a growing market for the
Company's products.

Home Centers (17.5% of 1996 net sales)

The Company's home center customers supply the  well-established  Do-It-Yourself
("DIY") market in the U.S., Canada, the United Kingdom and The Netherlands.  The
Company sells  building and  construction  products,  such as  residential  rain
gutter systems,  roof flashing products,  soffits,  fascias,  doors, screen door
guards,  shower,  patio,  steel roofing and siding, and residential doors. These
products,  which are designed for ease of  installation  by DIY  consumers,  are
produced with aluminum,  galvanized or painted steel, or occasionally with vinyl
depending on regional  preferences.  Home centers include small hardware stores,
large  cooperative  buying groups,  lumberyards and major home center retailers.
The Company believes that it is the leading  supplier of DIY metal  raincarrying
systems in the U.S.  Competitors are generally regional and thus do not have the
advantages  of a  nationwide  service  and  distribution  network  such  as  the
Company's.  In addition, the Company has invested in a product bar coding system
which can be used by the sophisticated  inventory  scanning systems prevalent in
home  centers.  The Company  expects to exploit  these  strengths  to  introduce
additional DIY products that could be sold through this distribution channel.

Manufactured Housing (8.3% of 1996 net sales)

The  Company  sells  rollformed  steel  siding  and trim parts to  producers  of
manufactured  housing in the U.S. These products are used for exterior walls and
roofs.  The  Company is the only  supplier of steel  siding to the  manufactured
housing  industry  that has metal coating  capabilities.  In addition to the raw
material  cost  benefit,  the Company views itself as an innovator in the market
for colors and decorative coating.  The Company can also meet the demands of the
industry's short lead time requirements and more easily supply national accounts
with its large network of facilities.  The Company has  significantly  increased
its market share in steel siding in the  manufactured  housing industry over the
last three years.

In addition to steel siding,  the Company also fabricates and supplies a variety
of steel and aluminum trim  components for  manufactured  home  exteriors.  To a
lesser degree, the Company also distributes vinyl siding to certain customers in
the manufactured housing industry.

Distributors  (11.1% of 1996 net sales)

The Company  sells to  distributors  (and  stockists)  which  perform as service
centers  for the  next  tier of  customers  in  both  the  U.S.  and  Europe.  A
distributor  will  typically  purchase  coil  which  is  later  broken  down  or
fabricated  prior to resale.  The Company markets  residential  steel entry door
blanks through millwork  distributors,  which  specialize in windows,  doors and
associated building products.  Other residential  building products sold through
distributors  include a wide range of metal  roof  flashing  materials,  painted
aluminum trim coil, rain gutter, fascia/soffit systems and drip edges.


                                       -5-

<PAGE>

Rural Contractors (10.2% of 1996 net sales)

The Company  supplies  aluminum and steel  roofing and siding  products to rural
contractors for use in agricultural and rural buildings such as sheds and animal
confinement  buildings.  The Company  sells its  products to  traditional  rural
contractors,  including  building  supply  dealers,  building  and  agricultural
cooperatives,  and  animal  confinement  integrators.   Building  suppliers  and
agricultural  cooperatives  typically  purchase smaller quantities of product at
multiple locations whereas contractors and integrators  generally purchase large
volumes for delivery to one site.

Home Improvement Contractors (3.3% of 1996 net sales)

The Company  sells a variety of products to home  improvement  contractors,  the
most significant of which are vinyl replacement windows.  Other products sold to
home improvement  contractors include awnings,  lattice systems,  metal roofing,
shower doors,  patio and entrance doors,  and insulated  roofing panels.  In the
U.S., the Company offers a full complement of vinyl replacement  windows. In the
U.K., the Company produces patio, entrance, and shower doors, marketed primarily
to  home  improvement  contractors.  The  Company  is  also  one of the  largest
suppliers of lattice and painted aluminum awnings to residential  contractors in
the western  U.S. In addition,  the Company  manufactures  painted  aluminum and
steel panels for residential  roofing,  which are  distributed  primarily in the
Pacific  Northwest.  Although metal roofing costs more than traditional  asphalt
shingles,  it is becoming  more  popular due to its fire  resistance,  aesthetic
appeal, low cost maintenance and longer life span.

Raw Materials

The Company's  products are  principally  manufactured  from aluminum  coils and
extrusions and steel coils.  During 1996,  approximately 137.5 million pounds of
aluminum products and approximately 167.1 million pounds of steel were sold. The
proportion  sold in 1996 by value is  $308.1  million  of  aluminum  and  $115.9
million of steel.  Steel  weighs  approximately  three times as much as the same
volume of  aluminum.  In addition,  the Company  sold $64.8  million of products
manufactured from materials other than aluminum and steel in 1996.

All the Company's raw material inputs are sourced from external  suppliers.  The
Company purchases its steel and aluminum sheet requirements from several foreign
and domestic aluminum and steel mills.  Management  believes there is sufficient
supply  in the  marketplace  to  competitively  source  all of its  requirements
without  reliance on any  particular  supplier.  The  Company's  large volume of
aluminum and steel purchases afford it competitive market pricing.

The steel coil used by the Company,  light gauge  galvanized  steel sheet, has a
stable price history relative to aluminum and its price  fluctuations  have been
generally  passed on to the  Company's  customers.  Aluminum raw  material  cost
increases and decreases can temporarily affect the Company's  margins.  Supplier
price increases,  of normal frequency and amount,  can be passed on to customers
usually  within two to four  months.  Conversely,  as aluminum  prices  decline,
corresponding price reductions are typically passed on to customers.

The Company continually  scrutinizes  aluminum costs and adjusts its purchasing,
inventory and sales programs accordingly. At certain times, the Company adopts a
strategy of locking in margins on long-term,  higher volume  contracts by buying
aluminum at a fixed price in order to guarantee a margin on a specific  customer
order.  At times,  high aluminum  prices have led  customers to use  alternative
products,  including steel, vinyl and fiberglass.  The Company believes that its
ability  to  supply  certain  products  manufactured  from  these  alternatives,
provides it with a competitive advantage over competitors who do not offer these
choices.

Competition

In the U.S.,  competition  comes largely from  privately held companies that are
generally much smaller than the Company.  In Europe,  competitors of the Company
include  three  to  four  integrated  companies  in the  specialty  coil-coating
business.  Other smaller  companies compete with the Company in the building and
construction,  RV and transportation markets in Europe, both on a regional basis
and some on a pan-European basis.

Environmental, Health and Safety Matters

The Company's manufacturing facilities are subject to a range of federal, state,
local and  foreign  environmental  and  occupational  health  and  safety  laws,
including  those  which  relate to air  emissions,  wastewater  discharges,  the
handling and disposal of solid and


                                       -6-

<PAGE>





hazardous  waste,  and the  remediation  of  contamination  associated  with the
current and  historic use of hazardous  substances  or materials  (collectively,
"Environmental  Laws"). If a release of hazardous substances or materials occurs
on or from the Company's properties or any offsite disposal location used by the
Company,  or if contamination  from prior activities is discovered at any of the
Company's  properties,  the  Company  may  be  held  liable  for  the  costs  of
remediation  (including  any  response  costs),  natural  resource  damages  and
associated  transaction  costs.  While  the  amount of such  liability  could be
material,  the Company devotes resources to ensuring that its current operations
are conducted in a manner that intends to reduce such risks.

Based  upon  an  environmental   review  conducted  by  outside  consultants  in
connection  with the  Acquisition  and  assuming  compliance  by Alumax with its
indemnification   obligations  under  the  Acquisition  Agreement,  the  Company
believes that it is currently in compliance  with,  and not subject to liability
under, Environmental Laws except where such noncompliance or liability would not
reasonably  be expected to have a material  adverse  effect on the  consolidated
financial  position or results of operations of the Company and its subsidiaries
taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax has
agreed to correct and to bear  substantially  all costs with  respect to certain
identified   conditions  of  potential   noncompliance   and   liability   under
Environmental  Laws, none of which costs are currently  believed to be material.
Alumax's  indemnification  obligations  under the Acquisition  Agreement are not
subject  to  an  aggregate  dollar   limitation  with  respect  to  specifically
identified   environmental   matters.   However,   with  respect  to  all  other
environmental  matters,  Alumax's obligations are limited to $125.0 million. See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operation- Environmental Matters."

Employees

As of December 27,  1996,  the Company  employed  2,233 people of which 828 were
employed in Europe and 1,405 were employed in the United States.  Of these 2,233
employees,  28% were  salaried  and 72%  were  hourly  employees.  Manufacturing
employees  at seven of the  Company's  manufacturing  facilities  are covered by
collective bargaining agreements. The Company and its subsidiaries are not party
to any  pending  labor  proceedings  and believe  that  employee  relations  are
satisfactory.


                                       -7-

<PAGE>





                                  Risk Factors

Substantial Leverage

The Company incurred significant debt in connection with the Acquisition.  As of
December 27, 1996, the Company had  outstanding  indebtedness of $211.7 million,
$35.2  million of  Preference  Shares (as  defined) and $1.0 million of ordinary
shareholders'  equity. For the year ended December 27, 1996, the Company's ratio
of earnings to fixed  charges was 1.25 to 1. The Company's  leveraged  financial
position poses  substantial  consequences to holders of the subordinated  notes,
including the risks that:  (i) a substantial  portion of the Company's cash flow
from  operations  is  dedicated  to the payment of interest on the  subordinated
notes and the payment of principal and interest  under the Credit  Agreement and
other indebtedness; (ii) the Company's leveraged position may impede its ability
to obtain financing in the future for working capital,  capital expenditures and
general  corporate  purposes,  including  acquisitions;  and (iii) the Company's
highly  leveraged  financial  position may make it more  vulnerable  to economic
downturns  and may limit its ability to  withstand  competitive  pressures.  The
Company  believes that,  based on its current level of operations,  it will have
sufficient  capital  to  carry  on its  business  and  will be able to meet  its
scheduled debt service requirements. However, there can be no assurance that the
future  cash  flow of the  Company  will be  sufficient  to meet  the  Company's
obligations and commitments. In addition, the Credit Agreement contemplates that
all  borrowings  thereunder  will  become due prior to 2003.  If the  Company is
unable to generate sufficient cash flow from operations in the future to service
its indebtedness and to meet its other commitments, the Company will be required
to adopt one or more  alternatives,  such as  refinancing or  restructuring  its
indebtedness,  selling  material  assets  or  operations  or  seeking  to  raise
additional debt or equity  capital.  There can be no assurance that any of these
actions  could be effected on a timely  basis or on  satisfactory  terms or that
these  actions  would  enable the  Company to  continue  to satisfy  its capital
requirements.  In  addition,  the terms of existing  or future debt  agreements,
including the Credit Agreement and related  indenture,  may prohibit the Company
from  adopting  any of these  alternatives.  See  "Management's  Discussion  and
Analysis of Financial  Condition  and Results of  Operations  --  Liquidity  and
Capital Resources."

Customers in Cyclical Industries

Demand for most of the  Company's  products is cyclical in nature and subject to
changes in general economic  conditions that affect market demand.  Sales to the
building  and  construction  markets  are  driven by trends  in  commercial  and
residential  construction,  housing starts,  residential repair and remodelings.
Transportation sales are also cyclical in nature and typically follow the trends
in the automotive,  truck and  recreational  vehicle  manufacturing  industries.
Historically, lower demand has led to lower margins, lower production levels, or
both.

Dependence on Aluminum

The Company's primary raw material is aluminum coil. Because changes in aluminum
prices are generally  passed  through to the Company's  customers,  increases or
decreases  in  aluminum  prices  generally  cause  corresponding  increases  and
decreases in reported net sales,  causing fluctuations in reported revenues that
are  unrelated  to the level of business  activity.  However,  if the Company is
unable to pass through  aluminum  price  changes to its customers in the future,
the Company could be materially adversely affected. Any major dislocation in the
supply  and/or  price of aluminum  could have a material  adverse  effect on the
Company's business and financial condition.  The Company is therefore subject to
the  short-term  commodity  risk of  carrying  aluminum  in its  inventory.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."

Subordination of Notes; Holding Company Structure

The  subordinated  notes  and a related  guarantee  (the  "Guarantee")  given by
Amerimax  Holdings,  Inc., the U.S. holding company  subsidiary of Euramax,  are
contractually  subordinated to all Senior Debt including all  obligations  under
the Credit  Agreement.  In the event of a circumstance  in which the contractual
subordination  provisions apply,  holders of the subordinated  notes will not be
entitled  to  receive,  and will have an  obligation  to pay over to  holders of
Senior Debt,  any payments they may receive in respect of such notes,  including
any  payments  received  in respect of any  Claims  (as  defined in the  related
indenture).   At  December  27,  1996,  the  aggregate  amount  of  consolidated
indebtedness and other liabilities which the notes are effectively  subordinated
to is  approximately  $151.6 million,  of which  approximately  $76.7 million is
outstanding  under the  Credit  Agreement.  The  indebtedness  under the  Credit
Agreement will become due prior to the time the principal  obligations under the
Notes become due. The issuers of the subordinated  notes,  which are the Company
and two of its subsidiaries,  Euramax European Holdings PLC and Euramax European
Holdings,  B.V. (the "Issuer") and the Amerimax Holdings, Inc. (the "Guarantor")
are holding companies and do not have any independent  operations.  Accordingly,
the notes and the Guarantee are  structurally  subordinated  to all existing and
future indebtedness of the subsidiaries of


                                       -8-

<PAGE>



the  Issuers and the  Guarantor,  through  which the  Company's  operations  are
conducted,  including obligations under the Credit Agreement. Subject to certain
limitations,  the Indenture  will permit the Issuers and their  subsidiaries  to
incur  additional  indebtedness.  See "The  Transactions."  The  holders  of any
indebtedness  of the  Issuers'  subsidiaries  are  entitled  to payment of their
indebtedness  from the assets of such  subsidiaries  prior to the holders of any
general unsecured obligations of the Issuers,  including the Notes. In addition,
substantially  all of the assets of the Company and its  subsidiaries are or may
in the future be pledged to secure other indebtedness of the Company.

Restrictions Imposed by the Credit Agreement and the Indenture

The Credit Agreement requires the Company to maintain specified financial ratios
and tests, among other obligations, including a minimum interest coverage ratio,
a minimum fixed charge  coverage  ratio,  a maximum  leverage  ratio,  a minimum
EBITDA requirement and maximum amounts of capital expenditures. In addition, the
Credit Agreement  restricts,  among other things,  the Issuers' ability to incur
additional  indebtedness  and make  acquisitions.  A failure to comply  with the
restrictions contained in the Credit Agreement could lead to an event of default
thereunder which could result in an acceleration of such  indebtedness.  Such an
acceleration  would constitute an event of default under the Indenture  relating
to the Notes.  In addition,  the Indenture  restricts,  among other things,  the
Company's ability to incur additional  indebtedness,  sell assets,  make certain
payments  and  dividends or merge or  consolidate.  A failure to comply with the
restrictions  in the  Indenture  could  result in an event of default  under the
Indenture.

Acquisition Strategy

As part of the  Company's  strategy  to enhance  and  maintain  its  competitive
position,  the Company has entered into an agreement for the  acquisition of the
Fabral building panel manufacturing  operations ("Fabral") from Gentek Holdings,
Inc. There can be no assurance that the Fabral  acquisition  will be consummated
or that  the  Fabral  acquisition  or any  future  acquisitions  will not have a
material  adverse effect upon the Company,  particularly  in the fiscal quarters
immediately  following the consummation of such  transactions due to operational
disruptions,  unexpected expenses and accounting charges which may be associated
with the integration of such acquisitions.


Although no additional  agreements have been reached, the Company has engaged in
and  continues  to engage  in  evaluations  of and  discussions  with  potential
acquisition candidates. Any such transaction(s) may be financed by the incurring
of  additional   indebtedness  which  could  be  material.   See  "Risk  Factors
Substantial  Leverage." Any such transaction(s) would be subject to negotiations
of  definitive  agreements,   satisfactory  financing  arrangements   (including
compliance with the limitations on issuance of indebtedness in the Indenture and
in the Credit Agreement) and applicable  governmental approvals and consents. No
such  agreements  have been reached to date,  and there can be no assurance that
any additional  acquisitions will be completed or that such acquired entities or
assets will be successfully integrated into the Company's operations, or will be
able to operate profitably.

Risk of Currency Exchange Rate Fluctuations and International Manufacturing

In 1996,  approximately  38% of the  Company's  net sales were made  outside the
United States. The U.S. dollar value of the Company's sales varies with currency
exchange rate  fluctuations.  Changes in currency  exchange  rates could have an
adverse  effect on the Company's  results of operations  and its ability to meet
interest and principal obligations on the Notes. International manufacturing and
sales are subject to risks  including  labor unrest,  potentially  high costs of
terminating labor contracts,  restrictions on transfers of funds,  export duties
and quotas,  domestic and international customs and tariffs,  unexpected changes
in regulatory  environments,  difficulty in obtaining  distribution and support,
potentially  adverse tax consequences and changes in effective tax rates.  There
can be no assurance  that any of the foregoing  factors will not have a material
adverse   effect  on  the   Company's   ability  to  increase  or  maintain  its
international sales or on the Company's results of operations. See "Business."

Impact of Environmental Regulation

The Company's U.S. and European  facilities are subject to the  requirements  of
federal,  state,  local and foreign  environmental  and occupational  health and
safety laws and  regulations.  There can be no assurance  that Euramax is at all
times  in  compliance  with  all such  requirements.  Euramax  has made and will
continue to make capital expenditures to comply with environmental requirements.
As is the  case  with  manufacturers  in  general,  if a  release  of  hazardous
substances  occurs  on or from  Euramax's  properties  or any  offsite  disposal
location  used  by  Euramax,  or  if  contamination  from  prior  activities  is
discovered  at any of  Euramax's  properties,  Euramax  may be held  liable  for
cleanup costs,  natural resource damages and associated  transaction  costs. The
amount of such liability


                                       -9-

<PAGE>





could be material.  Euramax has been named a party  potentially  responsible for
the costs of investigating  and remediating nine waste disposal sites,  pursuant
to the federal Comprehensive Environmental Response, Compensation, and Liability
Act of  1990.  In  addition,  Euramax  is  currently  engaged  in  environmental
remediation or has reason to believe that  remediation  may be required at three
properties  currently  operated by the Company.  See "Business -  Environmental,
Health and Safety Matters."

Dependence on Key Personnel

The Company is  dependent  on the  continued  services of its senior  management
team. Although the Company believes it could replace key employees in an orderly
fashion  should  the need  arise,  the loss of such key  personnel  could have a
material adverse effect on the Company. The Company does not maintain key-person
insurance  for any of its  officers,  employees or  directors.  See  "Management
Directors and Key Officers."

Competition

The markets in which the Company competes are highly competitive.  In the United
States,  competition  comes  largely  from  privately  held  companies  that are
generally much smaller than the Company.  In Europe,  competitors of the Company
include  three  to four  integrated  companies  in the  specialty  coil  coating
business.  Other smaller  companies compete with the Company in the building and
construction,  RV and transportation markets in Europe, both on a regional basis
and some on a  pan-European  basis.  There can be no assurance  that the Company
will be able to compete  effectively  in each of its markets in the future.  See
"Business - Competition."

Controlling Shareholders

The Investor Group owns 79.2% of the outstanding  ordinary shares of the Company
and collectively controls the affairs and policies of the Company. Circumstances
may occur in which the interests of the Investor  Group,  as shareholders of the
Company, could be in conflict with the interests of the holders of the Notes. In
addition,  the  Investor  Group may have an interest  in pursuing  acquisitions,
divestitures or other transactions that, in their judgment,  could enhance their
equity  investment,  even though such  transactions  might  involve risks to the
holders of the Notes. See "Security Ownership."

Limitations on Change of Control

In the event of a Change of  Control,  the  Issuers  will be required to make an
offer for cash to repurchase the Notes at 101% of the principal  amount thereof,
plus accrued and unpaid  interest,  if any,  thereon to the  repurchase  date. A
Change of Control will result in an event of default under the Credit  Agreement
and may result in a default under other  indebtedness of the Company that may be
incurred in the future.  The Credit  Agreement  will  prohibit  the  purchase of
outstanding  Notes  prior  to  repayment  of the  borrowings  under  the  Credit
Agreement and any exercise by the holders of the Notes of their right to require
the  Company to  repurchase  the Notes will cause an event of default  under the
Credit Agreement.  Finally, there can be no assurance that the Company will have
the  financial  resources  necessary  to  repurchase  the Notes upon a Change of
Control.

Risk of Fraudulent Transfer

Amerimax, as Guarantor,  has guaranteed the entire aggregate principal amount of
the  subordinated   notes.   Amerimax  has  issued  an  intercompany  note  (the
"Intercompany  Note") to the Company in the  principal  amount of  approximately
$80.2  million.  Under  applicable  provisions  of the U.S.  Bankruptcy  Code or
comparable  provisions  of state  fraudulent  transfer or  conveyance  laws,  if
Amerimax,  at the time it issued the Guarantee,  (i) incurred such  indebtedness
with intent to hinder, delay or defraud creditors, or (ii)(a) received less than
reasonably   equivalent   value  or  fair   consideration   for  incurring  such
indebtedness  and  (b)(1)  was  insolvent  at the  time of  incurrence,  (2) was
rendered  insolvent by reason of such  incurrence  (and the  application  of the
proceeds  thereof),  (3) was  engaged  or was about to engage in a  business  or
transaction  for  which  the  assets  remaining  with  the  Company  constituted
unreasonably small capital to carry on its businesses, or (4) intended to incur,
or believed  that it would incur,  debts beyond its ability to pay such debts as
they mature,  then, in each case, a court of competent  jurisdiction could void,
in whole  or in  part,  the  Notes,  or,  in the  alternative,  subordinate  the
Guarantee to existing and future  indebtedness  of Amerimax.  To the extent that
the Guarantee  and/or the  Intercompany  Note were determined to be a fraudulent
conveyance or held  unenforceable for any reason, the holders of the Notes would
cease to have a claim, or would have a limited claim, in respect to Amerimax. In
such event, the claims of the holders of the Notes would be subject to the prior
payment of all  liabilities of Amerimax.  The measure of insolvency for purposes
of the  foregoing  will  vary  depending  upon  the law  applied  in such  case.
Generally,  however,  Amerimax  would be considered  insolvent if the sum of its
debts, including contingent  liabilities,  was greater than all of its assets at
fair valuation or if the present fair saleable


                                      -10-

<PAGE>





value of its assets was less than the amount  that would be  required to pay the
probable liability on its existing debts, including contingent  liabilities,  as
they become absolute and matured.

Each of Euramax,  Euramax U.K. and Euramax  B.V.  are  severally  liable for the
entire  aggregate  principal amount of the Notes. To the extent that insolvency,
bankruptcy  or  fraudulent   transfer  laws,  or  their   equivalents,   in  the
jurisdictions  of  incorporation  of Euramax,  Euramax U.K. or Euramax B.V. have
provisions  similar to those described above and an  administrator or a court of
competent  jurisdiction  were to  make a  finding  of  insolvency  or a  similar
holding,  all or a portion of the claims with  respect to that Issuer in respect
of the Notes could be avoided or subordinated to other debts of such Issuer.  In
the event an administrator, a court, or other equivalent person were to avoid or
subordinate  the  Notes,  holders  of the Notes  would  cease to have a claim in
respect to such Issuer and would be solely  creditors of the  remaining  Issuers
and the Guarantor.

Management  believes that, for purposes of all such  insolvency,  bankruptcy and
fraudulent  transfer or conveyance laws, the Notes and the Guarantee were issued
without the intent to hinder, delay or defraud creditors and for proper purposes
and in good faith and that the Issuers and the Guarantor,  after the issuance of
the Notes and the Guarantee and the application of the proceeds thereof, will be
solvent,  will have sufficient capital for carrying on their respective business
and will be able to pay their respective  debts as they mature.  There can be no
assurance,  however,  that a court  passing on such  questions  would agree with
management's view.




                                      -11-

<PAGE>





Item 2.  Properties

The  Company's  principal  business  office  and  headquarters  are  located  in
Uxbridge,  England,  with  executive  offices  located  in  Norcross  (Atlanta),
Georgia.  The  principal  facilities  of the Company as of December 27, 1996 are
listed below:
<TABLE>
<CAPTION>


               Facility                                        Function                         Square Feet
---------------------------------------         ---------------------------------------   ------------------------
<S>                                              <C>                                         <C>    

U.S.
      Anaheim, CA                                Manufacturing (Leased)                       15,000
      Bedford Park, IL                           Manufacturing (Leased)                       70,000
      Bloomsburg, PA                             Manufacturing (Leased)                       96,000
      Bristol, IN                                Manufacturing (Owned)                       110,115
      Bristol, IN                                Office (Leased)                               3,454
      Carrollton, KY                             Manufacturing (Owned)                       127,000
      Dallas, TX                                 Office (Leased)                              12,230
      Elkhart, IN                                Manufacturing (Leased)                       60,000
      Grand Prairie, TX                          Manufacturing (Leased)                       45,281
      Lancaster, PA                              Manufacturing (Owned)                       220,000
      Loveland, CO                               Manufacturing (Leased)                       20,133
      Mansfield, TX                              Manufacturing (Owned)                        55,280
      Marshfield, Wl                             Manufacturing (Owned)                        28,200
      McPherson, KS                              Manufacturing (Owned)                        35,000
      Mesa, AZ                                   Manufacturing (Leased)                       30,200
      Moulton, AL                                Manufacturing (Owned)                        39,152
      Norcross, GA                               Executive Offices (Leased)                    3,627
      Ocala, FL                                  Manufacturing (Leased)                       85,190
      Reidsville, NC                             Manufacturing (Leased)                       62,575
      Richmond, IN                               Office and Manufacturing (Leased)            82,720
      Romoland, CA                               Manufacturing (Owned)                        65,500
      Sacramento, CA                             Manufacturing (Leased)                       40,800
      Stayton, OR                                Manufacturing (Leased)                       35,733
      Tifton, GA                                 Manufacturing (Leased)                       55,600
      Tucker, GA                                 Manufacturing (Leased)                       35,000
      West Sacramento, CA                        Manufacturing (Leased)                       70,000
      West Helena, AR                            Manufacturing (Owned)                       230,000
EUROPE
      Corby, England                             Manufacturing (Owned)                       171,000
      Pudsey, England                            Manufacturing (Owned & Leased)              211,200
      Uxbridge, England                          Headquarters (Leased)                         1,400
      Andrezieux-Boutheon,                       Manufacturing(Owned)                         69,968
      France
      Montreuil-Bellay, France                   Manufacturing (Owned)                       178,663
      Roermond, The Netherlands                  Manufacturing (Owned)                       208,216

</TABLE>

Management  believes  that the  Company's  facilities,  taken  as a whole,  have
adequate productive capacity and sufficient  manufacturing  equipment to conduct
business at levels meeting current demand.


                                      -12-

<PAGE>





Item 3.  Legal Proceedings

The Company and its subsidiaries are not currently  parties to any pending legal
proceedings  other than such  proceedings  incident to its business.  Management
believes that such  proceedings  would not,  individually  or in the  aggregate,
reasonably  be expected to have a material  adverse  effect on the  consolidated
financial  position or results of operations of the Company and its subsidiaries
taken as a whole.  See further  information  provided in Item 1.  "Business" and
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

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

There were no items submitted for vote of Security Holders.

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

The Company  consummated  an exchange  offer of notes pursuant to a registration
statement filed under the Securities Act of 1933. There is no established public
trading market for any class of common ("ordinary") equity of the Company. As of
December  27,  1996  there are 13 holders  of record of the  Company's  ordinary
shares.

In connection with the  Transactions,  the Company issued  34,000,000  shares of
redeemable  preference  shares.  The preference shares accrue fixed,  cumulative
dividends of 14% per annum compounded  quarterly.  These  preference  shares are
more fully described in Note 6 to the Financial Statements.

During the fourth  quarter of fiscal  1996,  no  securities  were  issued by the
Company which were not registered  under the Securities Act of 1933,  except the
initial issuance of notes in connection with the  Acquisition.  These notes were
sold  pursuant  to  Rule  144A,   as  previously   described  in  the  Company's
Registration Statement on Form S-4.


                                      -13-

<PAGE>
Item 6.  Selected Historical Financial Data

Set forth below are selected historical  financial data of the Company as of the
dates and for the periods  presented.  For  purposes of this  presentation,  all
predecessor  financial data  represents  such data for the Company when it was a
division of Alumax. The selected historical financial data as of and for each of
the three years in the period ended December 31, 1995, and the nine months ended
September 25, 1996, and the three months ended  December 27, 1996,  were derived
from the audited Financial  Statements of the Company.  The selected  historical
financial  data as of and for the year ended December 31, 1992 were derived from
the unaudited Financial  Statements of the Company for such period which, in the
opinion of  management  of the  Company,  reflect all  adjustments  necessary to
present fairly the combined  financial position and results of operations of the
unaudited period. Due to required purchase  accounting  adjustments  relating to
the  Transaction  the  consolidated  financial  and  other  data for the  period
subsequent to the acquisition (the "Successor" period) is not comparable to such
data for the periods prior to the acquisition (the "Predecessor"  periods).  The
information contained in this table should be read in conjunction  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the Financial Statements and accompanying notes thereto included herein.

<TABLE>
<CAPTION>

                                 -------------------------------------------------------------------  -----------------  -----------
                                                             Predecessor                                  Successor       Combined
                                 -------------------------------------------------------------------  -----------------  -----------
                                                                                          Nine              Three
                                                                                         months            months          Year
                                                                                         ended              ended          ended
                                             Year ended December 31,                 September 25,      December 27,   December 27, 
                                 -------------------------------------------------
<S>                              <C>          <C>         <C>          <C>          <C>               <C>               <C> 
Thousands of U.S. Dollars           1992         1993        1994         1995            1996              1996           1996
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  -----------
Statement of Earnings Data:
Net sales                        $  392,781   $ 385,487   $  446,572   $  483,462   $       363,308   $        125,529  $ 488,837
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------
Costs and expenses:
    Cost of goods sold              317,691     316,841      366,717      399,989           300,185            104,055    404,240
    Selling and general              34,430      35,336       42,424       41,351            33,286             10,950     44,236
    Depreciation and amortization     8,088       7,645        7,672        7,980             6,995              2,591      9,586
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------
                                    360,209     359,822      416,813      449,320           340,466            117,596    458,062
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------
    Earnings from operations         32,572      25,665       29,759       34,142            22,842              7,933     30,775

Interest expense                    (1,689)     (1,950)      (1,155)      (4,089)            ( 930)            (6,235)    (7,165)
Interest income                       1,311         800          900        1,100               308                 48        356
Other income (expense)                (139)       (348)        (285)         (96)             (298)              (235)      (533)
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------
    Earnings before income taxes     32,055      24,167       29,219       31,057            21,922              1,511     23,433
Provision for income taxes           15,135       8,708       12,038       11,399             8,342                505      8,847
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------

Net earnings                         16,920      15,459       17,181       19,658            13,580              1,006     14,586
Dividends on redeemable
    preference  shares                    -           -            -            -                 -              1,191      1,191
                                 -----------  ----------  -----------  -----------  ----------------  -----------------  ---------
Net earnings (loss) available
    ordinary shareholders for    $   16,920   $  15,459   $   17,181   $   19,658   $        13,580   $          (185)  $  13,395
                                 ===========  ==========  ===========  ===========  ================  =================  =========

Other Data:
Capital expenditures             $    8,879   $   7,700   $    9,595   $   17,429   $        11,518   $            682  $  12,200
Ratio of earnings to fixed charges(1) 12.45x       8.76x       13.04x        6.83x            12.63x              1.26x      3.78x
Balance Sheet Data (end of period):
Working capital                  $   79,611   $ 102,707   $  126,659   $  127,380   $       120,940   $         97,619  $  97,619
Total assets                        170,372     196,541      236,771      236,649           335,766            327,293    327,293
Total long-term debt, including
    current maturities                    _           _            _            _           235,000            211,740    211,740
Redeemable preference shares              _           _            _            _            34,000             35,191     35,191
Total ordinary shareholders' equity 105,976     110,523      133,786      151,461             1,000              2,173      2,173
</TABLE>

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

    (1)  Earnings  used in  computing  the ratio of  earnings  to fixed  charges
    consist of earnings  before income taxes plus fixed  charges.  Fixed charges
    consist of interest expense,  including  amortization of debt issuance costs
    and the estimated interest component of rent expense.


                                      -14-

<PAGE>





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

The  following  discussion  should  be read in  conjunction  with the  "Selected
Historical  Financial Data" and the Financial  Statements of the Company and the
accompanying  notes thereto  included  elsewhere  herein.  Certain risk factors,
among others,  should be considered  carefully in evaluating the Company and its
business.  These risk factors include the following:  (i) Substantial  Leverage,
(ii)  Customers in Cyclical  Industries,  (iii)  Dependence  on  Aluminum,  (iv)
Subordination on New Notes, (v) Restrictions imposed by the Credit Agreement and
Indenture,  (vi)  Acquisition  Strategy,  (vii) Risk of Currency  Exchange  Rate
Fluctuations  and  International  Manufacturing,  (viii) Impact of Environmental
Regulation, (ix) Dependence on Key Personnel, (x) Competition,  (xi) Controlling
Shareholders,  (xii)  Limitations  on  Change of  Control,  and  (xiii)  Risk of
Fraudulent Transfer.

General

The Company is a leading international downstream producer of aluminum and steel
products with  facilities in the U.S.,  the U.K.,  The  Netherlands  and France.
Euramax's  products are produced  primarily  from light gauge aluminum and steel
coil and include painted sheet and coil, siding, roofing,  raincarrying systems,
windows, doors and various trim parts and components. The Company's products are
sold primarily to manufacturers of RV's and manufactured housing, rural building
contractors,  distributors  and home centers.  See  "Business."  The Company was
formed in 1996 by the  Investor  Group to acquire  certain  portions of Alumax's
fabricated products operations pursuant to the Acquisition.

Approximately  60% of the  Company's  1996 net sales were  derived from sales of
aluminum products.  Unlike other raw materials used by the Company,  the cost of
aluminum is subject to a high degree of volatility caused by the relationship of
world aluminum supply to world aluminum  demand.  Historically,  prices at which
the Company sells aluminum products tend to fluctuate with corresponding changes
in the prices paid to  suppliers  for  aluminum raw  materials.  Supplier  price
increases of normal  amount and  frequency  can generally be passed to customers
within two to four  months.  Accordingly,  the  Company's  reported net sales of
aluminum  products  may  fluctuate  with  little or no  change in the  volume of
aluminum shipments.

Historically,  the  Company has not  engaged in hedging  activities  intended to
manage risks  relating to  fluctuations  in foreign  currency  exchange rates or
movements in market  prices of steel and aluminum raw  materials.  See Note 5 to
the Financial Statements included elsewhere herein for a description of currency
swaps entered into by the Company upon consummation of the Acquisition.

See  Note  1 to  the  Financial  Statements  included  elsewhere  herein  for  a
description  of the  basis of  presentation  of  financial  information  and the
Company's  relationship  with Alumax,  its former parent.  Alumax  operated in a
decentralized  manner;   therefore,  many  corporate  functions  were  performed
directly by the  Company.  However,  Alumax  provided  the Company  with certain
administrative services,  including but not limited to tax compliance,  treasury
services, human resource administration, legal services, and investor relations.
The  financial   statements  included  elsewhere  herein,  and  other  financial
information  set forth  herein,  have been  presented  on a  combined  basis for
periods prior to the Acquisition (the "Predecessor periods"),  giving effect to,
among other  items,  corporate  expenses  which  anticipated  requirements  as a
stand-alone company.

For purposes of the  discussion  below,  the results of operations  for the year
ended  December 27, 1996 represent the  mathematical  addition of the historical
amounts for the Predecessor  period (January 1, 1996 through September 25, 1996)
and the Successor period  (September 26, 1996 through December 27, 1996) and are
not  indicative  of the results that would  actually  have been  obtained if the
Acquisition had occurred on December 31, 1995.

Net earnings  for the year ended  December  27, 1996  totaled  $14.6  million as
compared to net earnings of $19.7  million and $17.2 million for the years ended
December 31, 1995 and 1994,  respectively.  The 1996 results reflect slow growth
in sales due to  unfavorable  economic  conditions  in Europe for the first four
months  of the year,  coupled  with  increased  interest  expense  from the debt
incurred in connection with the Transactions.


                                      -15-

<PAGE>





Results of Operations

The  following  table  sets  forth the  Company's  Statement  of  Earnings  Data
expressed as a percentage of net sales:

<TABLE>
<CAPTION>

                                                         December 31,        December 31,       December 31,         December 27,
                                                             1993                1994               1995                 1996
                                                       -----------------  ------------------  -----------------  ------------------
<S>                                                          <C>                  <C>               <C>                    <C>    

Statement of Earnings Data:
Net sales                                                     100.0%              100.0%             100.0%                100.0%
Costs and expenses:
         Cost of goods sold                                    82.2                82.1               82.7                  82.7
         Selling and general                                    9.1                 9.5                8.5                   9.0
         Depreciation and amortization                          2.0                 1.7                1.7                   2.0
                                                       -----------------  ------------------  -----------------  ------------------
            Earnings from operations                            6.7                 6.7                7.1                   6.3
Interest expense, net                                           0.3                 0.1                0.7                   1.4
Other expense, net                                              0.1                 0.1                0.0                   0.1
                                                       -----------------  ------------------  -----------------  ------------------
            Earnings before income taxes                        6.3                 6.5                6.4                   4.8
Provision for income taxes                                      2.3                 2.7                2.3                   1.8
                                                       -----------------  ------------------  -----------------  ------------------
Net earnings                                                    4.0%                3.8%               4.1%                  3.0%
                                                       =================  ==================  =================  ==================

</TABLE>

Year ended December 27, 1996 compared to the year ended December 31, 1995.


Net  sales.  Net sales  increased  1.1% to  $488.8  million  for the year  ended
December 27, 1996 from $483.5 million for the year ended December 31, 1995. This
increase is primarily  attributable  to (i) an increase of  approximately  $13.3
million in net sales in the U.S.  due to  increased  demand in the  manufactured
housing and home center  markets and (ii) an increase in sales to the  vehicular
sector in Europe of  approximately  $4.2  million,  partially  offset by (iii) a
decrease in demand in the U.K.  industrial market of approximately $7.8 million,
(iv) a weakening of the Company's key foreign currencies totaling  approximately
$4.9 million  (particularly  the Dutch Guilder)  compared to the U.S. Dollar and
(v) approximately $500,000 of other individually insignificant occurrences.  Net
sales in the U.S.  increased  4.6% to $301.1 million in 1996 from $287.8 million
in 1995. Net sales in Europe  decreased 4.0% to $187.8 million in the year ended
December 27, 1996 from $195.7 million in the year ended December 31, 1995.


Cost of goods sold.  Cost of goods sold, as a percentage of net sales,  of 82.7%
for the year ended December 27, 1996 approximated the 1995 cost of goods sold of
82.7%.  The average cost of aluminum in 1996 was 18.6% lower than in 1995.  Cost
of  goods  sold  for  1996  remained   virtually   unchanged  from  1995.  After
consideration of non-recurring  charges, cost of goods sold decreased from 82.7%
to 82.1%.  This decrease is attributable to non-recurring  charges in 1995 which
included  $1.9 million  paid to the parent  company for the  difference  between
intergroup  transfer  prices and prices  paid  locally,  $900,000  to  outsource
painting costs while upgrading painting facilities and approximately $400,000 in
plant closing costs.

Selling and general. Selling and general expenses, as a percentage of net sales,
increased to 9.0% in the year ended  December  27, 1996 from 8.5% in 1995.  This
increase is attributable to increases of  approximately  $750,000 in advertising
and commissions in 1996, increases in corporate charges during 1996 of $567,000,
additional information system expenses incurred in 1996 of $388,000, reversal of
provision for doubtful accounts during 1995 of $264,000,  and other individually
insignificant occurrences of approximately $916,000.

Depreciation and amortization.  Depreciation and amortization increased by 20.1%
in the year ended  December 27, 1996 as compared to 1995.  This increase of $1.6
million  was due to (i) the  Company's  investment  in a roll  coating  facility
placed in service in the U.S.  in 1996 and (ii) the  increased  amortization  of
goodwill  and  revalued  assets  in  1996  resulting  from  purchase  accounting
adjustments.

                                      -16-

<PAGE>





Earnings from operations.  For reasons stated above, earnings from operations in
the U.S.  increased  3.6% to $11.6  million in 1996 from $11.2  million in 1995.
Earnings from operations in Europe  decreased 16.2% to $19.2 million in the year
ended December 27, 1996 from $22.9 million in the same period in 1995.

Interest expense,  net. Net interest expense in the year ended December 27, 1996
increased  substantially to $6.8 million from a 1995 level of $3.0 million. This
increase  was due  primarily  to  interest as a result of the  Acquisition  debt
incurred.  Net interest expense in 1995 consisted  primarily of interest charged
by Alumax for certain specific intercompany borrowings.

Other expenses, net.   Other expense was not significant in either 1996 or 1995.

Provision for income taxes. The effective rate of the provision for income taxes
for the full year 1996  increased  to 37.7% from 36.7% in 1995.  The increase is
due primarily to a higher portion of earnings taxed in the U.S. in 1996 compared
to  1995.  For the full  year  1996,  37.8% of  earnings  from  operations  were
attributable to the U.S. operations, excluding corporate costs, compared to only
32.8% in 1995. In contrast,  earnings in Europe comprised 62.2% in the full year
1996, a decrease from the 67.2% which was reported for the full year 1995, again
excluding any costs at the corporate level.  Earnings in the U.S. are subject to
higher  income  tax rates than in Europe  and are also  subject to state  income
taxes.

Year ended December 31, 1995 compared to year ended December 31, 1994

Net  sales.  Net sales  increased  8.3% to  $483.5  million  for the year  ended
December 31, 1995 from $446.6  million in 1994.  The  increase was  attributable
primarily  to (i) an  increase  of  approximately  $41.3  million  due to higher
selling  prices  for  aluminum  products  precipitated  by a 36.6%  increase  in
aluminum  costs  from  1994 to 1995,  (ii) an  increase  in steel  shipments  of
approximately  $15.0  million  to  manufactured  housing  producers  and (iii) a
strengthening  of the Company's key foreign  currencies of  approximately  $14.9
million  (particularly  the Dutch Guilder)  compared to the U.S.  Dollar.  These
increases  were  partially  offset by an  approximate  $20.0 million  decline in
aluminum  sales volume and  approximately  $14.3  million of other  individually
insignificant occurrences.  The Company's facilities in the U.S. and Europe both
experienced  sales  growth  as  prices  increased  due to  declining  world-wide
aluminum inventories brought on by an increase in demand. For these reasons, net
sales in the U.S.  increased  0.3% to $287.8 million for the year ended December
31, 1995 from $286.8  million for the year ended December 31, 1994. Net sales in
Europe  increased  22.4% to $195.7  million for the year ended December 31, 1995
from $159.8 million for the year ended December 31, 1994.

Cost of goods sold. Cost of goods sold, as a percentage of net sales,  increased
to 82.7% in 1995 from 82.1% in 1994.  This  increase  was due to higher  average
aluminum  costs which could not be  immediately  passed along to  customers  and
increased  steel usage due to higher  volumes sold. The average cost of aluminum
was  approximately  36.6%  higher in 1995 as  compared to 1994.  Aluminum  costs
included  non-recurring charges of approximately $1.9 million paid to the parent
company for the difference  between  intergroup  transfer prices and prices paid
locally.  Other  non-recurring  costs in 1995  included  $900,000  to  outsource
painting costs while upgrading painting facilities and approximately $400,000 in
plant closing costs.

Selling and general. Selling and general expenses, as a percentage of net sales,
decreased  to 8.5% in 1995  from  9.5% in  1994.  This  decrease  was due to (i)
approximately  $.7 million of nonrecurring  expenses incurred in 1994 related to
the closing of two facilities,  (ii) a management  information system conversion
which resulted in certain duplicate  operating and maintenance costs during 1994
of  approximately  $600,000,  and (iii) an increase in sales  largely  driven by
aluminum price increases.

Depreciation  and  amortization.  Depreciation  and amortization was 1.7% of net
sales  in  both  1995  and  1994.  However,   the  actual  charge  increased  by
approximately $300,000 due to depreciation expense related to a new coil coating
facility  in  Lancaster,  PA,  and  the  expansion  of a  European  facility  to
accommodate the relocation of a sheeting department.

Earnings from operations.  For reasons stated above, earnings from operations in
the U.S.  decreased  32.8% to $11.2 million for the year ended December 31, 1995
from  $16.7  million  for the  year  ended  December  31,  1994.  Earnings  from
operations  in  Europe  increased  75.2% to  $22.9  million  for the year  ended
December 31, 1995 from $13.1 million for the year ended December 31, 1994.

Interest expense,  net. Interest expense, net of incidental interest and finance
income,  increased to $3.0 million in 1995 from approximately  $300,000 in 1994.
This  increase  was due to  discretionary  charges of  interest  on net  working
capital that were not charged in previous years by Alumax and its affiliates.



                                      -17-

<PAGE>





Other  expense,  net.  Other  expense  was not  significant  for the years ended
December 31, 1995 and 1994.

Provision  for income  taxes.  The  effective  rate for the provision for income
taxes  decreased from 41.2% in 1994 to 36.7% in 1995. This decrease was due to a
decline in the earnings of the U.S.  operations in 1995 compared to 1994 levels,
partially  offset by higher earnings  attributable  to the European  operations.
Earnings in the U.S. are  subjected to slightly  higher income tax rates than in
the European countries, and are also subject to state income taxes.


Liquidity and Capital Resources

Liquidity.  The  Company's  primary  liquidity  needs arise from debt service on
indebtedness  incurred in connection  with the  Transactions  and the funding of
capital  expenditures.  As of December  27,  1996,  the Company had  outstanding
indebtedness  for borrowed money of $211.7 million,  $35.2 million of Preference
Shares and  ordinary  shareholders'  equity of $2.2  million.  Included  in such
indebtedness  was  approximately  $76.8  million  under  the  Credit  Agreement,
consisting  of $40.4  million  under the Term Loan and $36.4  million  under the
Revolving Credit  Facility.  The undrawn amount of the Revolving Credit Facility
at year end was  approximately  $48.6  million  which was  available for working
capital and general corporate  purposes,  subject to borrowing base limitations.
As of  December  27,  1996,  this  amount  was fully  available.  The  Company's
leveraged  financial  position  requires  that  a  substantial  portion  of  the
Company's  cash flow  from  operations  be used to pay  interest  on the  Notes,
principal  and  interest  under the  Credit  Agreement  and other  indebtedness.
Further,  the  Company's  leveraged  position  may impede its  ability to obtain
financing in the future for working  capital,  capital  expenditures and general
corporate  purposes.  In addition,  the Company's leveraged position may make it
more  vulnerable  to economic  downturns  and may limit its ability to withstand
competitive pressures.  The Company believes that cash generated from operations
and,  subject  to  borrowing  base  limitations,  borrowings  under  the  Credit
Agreement  will be  adequate  to meet  its  needs  for the  foreseeable  future,
although no assurance to that effect can be given.

Principal and interest payments under the Credit Agreement and interest payments
on the Notes represent significant liquidity  requirements for the Company. With
respect to the $40.4  million of Term  Loans,  the Company  must make  scheduled
quarterly  principal  payments  totaling  $2.0 million in 1997,  $4.1 million in
1998,  $5.1 million in 1999,  $3.1 million in 2000,  $7.1 million in 2001,  $9.5
million  in 2002,  $9.5  million  in 2003.  Interest  on the Term  Loans and the
Revolving  Credit  Facility will bear interest at floating  rates based upon the
interest option selected by the Company.

The Company's  primary source of liquidity is funds  generated  from  operations
which will be supplemented by borrowings  under the Credit  Agreement.  Net cash
provided by operating  activities  increased  from $6.0 million in 1995 to $48.6
million in 1996,  reflecting  an increase in accounts  payable and a decrease in
inventories  partially  offset by a decrease in foreign taxes payable.  Net cash
provided by  operating  activities  decreased  from $8.3 million in 1994 to $6.0
million in 1995,  reflecting a decrease in accounts  payable which was partially
offset by a decrease  in foreign  taxes  paid.  The 1996  increase  in  accounts
payable/accrued liabilities represents accrued interest on external debt of $4.7
million and accrued  acquisition  costs  totaling  $3.3  million.  Decreases  in
inventories  were  realized  primarily due to lower  aluminium  prices and lower
levels  of  steel  inventories.  The  1995  decrease  in  accounts  payable  was
attributable  to changes  initiated by  management in the timing of payments for
inventory and other  services.  The 1994 one-time  increase in  inventories  was
attributable to the Company's  termination of a steel  consignment and inventory
program  in the U.S.  whereby  title on  certain  steel coil did not pass to the
Company until the coil was opened and fabricated.  The Company believes that the
termination of the consignment program,  which was initiated by the Company, has
reduced the cost of obtaining and managing steel inventory.

Prior to the  Acquisition,  the Company met its  requirement for capital through
Alumax's  centralized cash management system.  Under this system,  cash received
from the Company's  operations  was  transferred  to Alumax's  centralized  cash
accounts  and cash  disbursements  were funded from  centralized  cash  accounts
rather  than  directly  from  operating  sources.  Cash  provided  by (used  in)
financing  activities,  net of certain dividends paid by European  operations to
Alumax and its  affiliates,  was ($11.5  million)  and $5.6  million in 1995 and
1994, respectively.

Capital  expenditures.  The Company's  capital  expenditures were $12.2 million,
$17.4 million, and $9.6 million in 1996, 1995, and 1994, respectively.  In 1995,
the  Company  completed  construction  of the coil  coating  facility in Helena,
Arkansas.  Capital expenditures related to this project totaled $9.2 million and
$1.6 million in 1995 and 1994, respectively. The core operating equipment of the
Helena  facility was obtained by the Company  from its former  affiliate  Alumax
Mill Products, Inc. This equipment, originally located in Riverside, California,
was transferred to the Company at an approximate book value of $2.1 million. The
Company invested


                                      -18-

<PAGE>





approximately  $8.7  million in  additional  capital,  net of  certain  State of
Arkansas inducements, to relocate transferred equipment,  construct the building
and offices,  acquire new equipment, and ready the facility for use. The land on
which the facility is located was granted by the State of Arkansas  with a three
year option to purchase up to ten adjacent acres at a cost estimated to be below
market.  This facility  represents the single largest capital investment made by
the Company in the last five years and  provides  the  Company  with a dedicated
operation  for  painting  steel  and  aluminum  coil  for  distribution  to U.S.
fabrication  facilities.  The  Company  believes  that  distinct  advantages  in
marketing and producing products are derived from having the capabilities of the
Helena facility.

Excluding the Helena coating line, capital  expenditures  totaled $12.2 million,
$8.2 million,  and $8.0 million in 1996,  1995,  and 1994,  respectively.  These
included  approximately  $2.5 million to acquire a door fabrication  facility in
Florida and to upgrade a coating  facility in The  Netherlands;  $2.8 million to
relocate and upgrade a U.K. fabrication facility and to acquire a parcel of land
in 1994 and  approximately  $600,000  for certain  improvements  of an embossing
line.  The balance of capital  expenditures  in each year,  primarily  relate to
purchases and upgrades of  fabricating  equipment,  transportation  and material
moving  equipment,  and information  systems.  Capital  expenditures in the year
ended  December 27, 1996 also include  $1.9  million for the  construction  of a
fabrication  plant  adjacent to the Helena  coating  facility.  This facility is
expected to be completed in mid-1997 at a cost of approximately $400,000.

Capital  commitments  for 1997 are  expected  to be $2.1  million to upgrade two
paintlines in Europe.

Working capital management. Working capital was $97.6 million as of December 27,
1996 compared to $127.4  million and $126.7  million as of December 31, 1995 and
1994, respectively.  The Company believes that current levels of working capital
represent a liquid source of funds available for future cash flows.  The Company
believes that  reductions in inventory and accounts  receivable  can be achieved
upon completion of information  systems  implementations  recently undertaken in
the U.S. The Company believes that these systems will offer distinct  advantages
in monitoring  credit,  open receivables,  and inventory levels,  while enabling
centralized  ordering  and  inventory  management.  However,  there  can  be  no
assurance that working capital reductions will be achieved.

On May 2, 1997, the Company announced that it has signed a definitive  agreement
with Genstar  Capital  Corporation,  Gentek  Holdings,  Inc. and Gentek Building
Products,  Inc. to purchase its Fabral  operations  headquartered  in Lancaster,
Pennsylvania.  Closing on this  transaction  is  anticipated to be in the latter
part of June.  Fabral  employs  a total of  approximately  200  people  at seven
locations and is an industry leader in industrial, commercial, architectural and
agricultural  building panels  manufactured from aluminum and steel.  Management
believes that Fabral will become a valuable addition to Euramax's North American
building  products  operations.  The  Fabral  acquisition  represents  one  more
significant  step  in  enhancing  the  substantial  building  products  business
position the Company has in North America.

Inflation and Foreign Currency Translation

In recent years,  inflation  has not had a  significant  effect on the Company's
results of operations or financial condition.  The assets and liabilities of the
Company's  non-U.S.  subsidiaries  are translated  into U.S.  dollars at current
exchange  rates and revenues and expenses  are  translated  at average  exchange
rates.  Currency translations on export sales could be adversely affected in the
future by the relationship of the U.S. Dollar with foreign currencies.


Recent Accounting Pronouncements

In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 125, Accounting for Transfers and
Servicing of  Financial  Assets and  Extinguishments  of  Liabilities.  SFAS 125
provides  accounting  and  reporting  standards  for  transfers and servicing of
financial assets and  extinguishments of liabilities.  Those standards are based
on consistent  application  of a  financial-components  approach that focuses on
control.  Under this approach,  after a transfer of financial  assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and derecognizes liabilities when extinguished.  Most provisions of SFAS 125 are
effective for transfers and servicing of financial assets and extinguishments of
liabilities  occurring  after  December 31,  1996.  The  provisions  of SFAS 125
related to collateral  recognition  provisions in secured borrowings and for the
provisions related to repurchase agreements,  dollar rolls,  securities lending,
and  similar  transactions,  are  effective  for  transactions  occurring  after
December  31,  1997.  SFAS 125 is to be  applied  prospectively.  Management  is
currently  reviewing  the  provisions  of SFAS 125 and does not believe that the
Company's  financial  statements will be materially  negatively  impacted by the
adoption.


                                      -19-

<PAGE>




In February 1997, the FASB issued SFAS No. 129,  Disclosure of Information About
Capital Structure,  which the Company is required to adopt in 1997. SFAS No. 129
requires more detailed disclosures about an entity's capital structure. As such,
SFAS No. 129 is a disclosure requirement only and will not have an impact on the
Company's financial position, annual operating results or cash flows.


Environmental Matters

The  Company's  U.S.  and  European  facilities,   like  similar   manufacturing
facilities,  are  subject  to a range  of  federal,  state,  local  and  foreign
environmental  laws and  regulations  ("Environmental  Laws"),  including  those
relating to air emissions,  wastewater discharges,  the handling and disposal of
solid and hazardous waste, and the remediation of contamination  associated with
the current and historic use of hazardous substances or materials.  If a release
of hazardous  substances or materials occurs on or from the Company's properties
or any offsite disposal location used by the Company,  or if contamination  from
prior activities is discovered at any of the Company's  properties,  the Company
may be held  liable  for the  costs of  remediation  including  response  costs,
natural resource damage and associated  transaction  costs.  While the amount of
such liability could be material, the Company devotes resources to ensuring that
its operations are conducted in a manner intended to reduce such risks.

Based  upon  an  environmental   review  conducted  by  outside  consultants  in
connection  with the  Acquisition  and  assuming  compliance  by Alumax with its
indemnification   obligations  under  the  Acquisition  Agreement,  the  Company
believes that it is currently in compliance  with,  and not subject to liability
under, Environmental Laws except where such noncompliance or liability would not
reasonably  be expected to have a material  adverse  effect on the  consolidated
financial  position or results of operations of the Company and its subsidiaries
taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax has
agreed to correct and to bear  substantially  all costs with  respect to certain
identified   conditions  of  potential   noncompliance   and   liability   under
Environmental  Laws, none of which costs are currently  believed to be material.
Alumax's  indemnification  obligations  under the Acquisition  Agreement are not
subject  to  an  aggregate  dollar   limitation  with  respect  to  specifically
identified   environmental   matters.   However,   with  respect  to  all  other
environmental matters, Alumax's obligations are limited to $125.0 million.

Liability with respect to hazardous  substance or material  releases in the U.S.
arises  principally  under the  federal  Comprehensive  Environmental  Response,
Compensation,  and Liability Act of 1980, as amended  "CERCLA" and similar state
laws, which impose strict, and under certain circumstances,  retroactive,  joint
and  several   liability  upon   statutorily   defined  classes  of  potentially
responsible parties ("PRP's").  The Company has been identified as a PRP at nine
National Priorities List ("NPL") sites under CERCLA,  although two of these nine
sites may relate to disposal by divisions of Alumax that have never been and are
not now part of the Company. Pursuant to the terms of the Acquisition Agreement,
Alumax has agreed to indemnify the Company for all of the costs  associated with
each of these nine NPL sites.  In addition,  Alumax has agreed to indemnify  the
Company for all of the costs  associated with eleven  additional sites listed on
state  hazardous site cleanup  lists,  with respect to which the Company has not
received any notice of potential responsibility.

The Company is currently  engaged in environmental  remediation or has reason to
believe that remediation may be required at three properties  currently operated
by the Company.  The Company's Mesa, Arizona facility is currently listed on the
federal  Comprehensive  Environmental  Response,   Compensation,  and  Liability
Information  System ("CERCLA") list of sites under review by U.S.  Environmental
Protection  Agency for  inclusion on the NPL. In addition,  the Mesa facility is
located within a state-designated groundwater contamination area and the Company
may  consequently  be  identified  as a PRP with respect to such  contamination.
Although the Company  believes that it is unlikely that its Mesa facility itself
will be designated as an  independent  NPL site,  there can be no assurance that
the costs associated with further  investigation and any cleanup at the site and
the Company's share of cleanup costs for the regional groundwater  contamination
cleanup will not be material. Alumax has agreed to indemnify the Company for all
costs of required remediation  including any required response costs at the Mesa
facility  that may be  incurred  by the  Company  in  excess of  $500,000  (when
aggregated with all other environmental claims).

At the  Company's  Montreuil-Bellay,  France  facility,  the  Company  has  been
discharging  wastewater  potentially  containing  solvents  to the ground at the
site. In addition,  a spill from the facility's anodizing line may have resulted
in contamination of soil and  groundwater.  Because no subsurface  investigation
has been  conducted  at the  site,  there  can be no  assurance  that the  costs
associated  with each of these  issues will not be  material.  As with the Mesa,
Arizona facility, however, Alumax has agreed to indemnify the


                                      -20-

<PAGE>





Company for any costs of required  remediation  including any required  response
costs with  respect to each of these  issues that may be incurred by the Company
in excess of $500,000 (when aggregated with all other environmental claims).

At  the  Company's  Corby,  England  facility,  the  Company  has  undertaken  a
remediation of  chromium-contaminated  groundwater onsite, which remediation may
continue  for a number of  years.  Although  some  upgrades  to the  groundwater
treatment  system  may  be  required  within  the  next  year  to  complete  the
remediation,  the costs  associated with such an upgrade and with the completion
of  remediation  at the site are not  expected to be  material.  Alumax Inc. has
agreed to indemnify the Company for all of the costs of required  remediation at
this site in excess of $500,000 (when  aggregated  with all other  environmental
claims).

The Company has made and will  continue to make capital  expenditures  to comply
with  Environmental  Laws.  The Company  spent  approximately  $983,100 and $1.9
million in 1996 and 1995 respectively on environmental  capital projects.  These
expenditures were primarily related to environmental  controls associated with a
paint line upgrade in Lancaster, Pennsylvania and a new coil coating facility in
Helena,   Arkansas.   The  Company  estimates  that  its  environmental  capital
expenditures will be approximately $125,000 in 1997.

Certain risk factors, among others, should be considered carefully in evaluating
the  Company  and  its  business.   For  additional   detail,   plese  refer  to
"Business-Risk Factors" contained in Part I, Item 1 of this Form 10-K. Also, see
the note preceding Part I of "Business" for additional information regarding the
Private Securities Litigation Reform Act.




                                      -21-

<PAGE>






Item 8.  Financial Statements and Supplementary Data




                                      -22-

<PAGE>

                        Report of Independent Accountants



To the Board of Directors and Shareholders
Euramax International plc and Subsidiaries



We  have  audited  the  accompanying  consolidated  balance  sheets  of  Euramax
International plc and Subsidiaries (the "Company" and see Note 1) as of December
31, 1995 and December  27,  1996,  and the related  consolidated  statements  of
earnings and cash flows for the years ended December 31, 1994 and 1995, the nine
months ended  September  25, 1996 and the three months ended  December 27, 1996.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  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, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Euramax
International  plc and  Subsidiaries,  as of December  31, 1995 and December 27,
1996,  and the  results of their  operations  and their cash flows for the years
ended December 31, 1994 and 1995,  the nine months ended  September 25, 1996 and
the three months ended December 27, 1996, in conformity with generally  accepted
accounting principles.




COOPERS & LYBRAND L.L.P.




Atlanta, Georgia
April 4, 1997, except for Note 14, which is as of May 2, 1997

<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>


                                             ---------------------------------------------------------------  ---------------------
                                                                       PREDECESSOR                                  SUCCESSOR
                                             ---------------------------------------------------------------  ---------------------


                                                                                            FOR THE NINE           FOR THE THREE
                                                 FOR THE YEARS ENDED DECEMBER 31,            MONTHS ENDED          MONTHS ENDED
                                             -----------------------------------------       SEPTEMBER 25,         DECEMBER 27,
                                                    1994                  1995                    1996                  1996
                                                  -------------------  --------------------  ---------------      ------------------
<S>                                         <C>                   <C>                      <C>                    <C>
Thousands of U.S. Dollars
Net sales                                   $        446,571.8    $        483,461.9       $     363,307.6        $     125,529.4
Cost and expenses:
    Cost of goods sold                               366,716.8             399,989.0             300,184.8              104,055.4
    Selling and general                               42,424.3              41,350.7              33,286.1               10,950.3
    Depreciation and amortization                      7,672.2               7,980.2               6,995.0                2,590.7
                                             -------------------  --------------------       ---------------        ----------------
         Earnings from operations                     29,758.5              34,142.0              22,841.7                7,933.0
Interest expense, net                                   (255.2)             (2,988.4)               (621.8)              (6,186.4)
Other expense, net                                      (284.2)                (96.2)               (297.7)                (235.3)
                                             -------------------  --------------------       ---------------        ----------------
         Earnings before income taxes                 29,219.1              31,057.4              21,922.2                1,511.3
Provision for income taxes                            12,037.8              11,399.1               8,342.3                  505.5
                                             -------------------  --------------------       ---------------        ----------------
         Net earnings                                 17,181.3              19,658.3              13,579.9                1,005.8
Dividends on redeemable preference shares                   -                     -                     -                (1,191.0)
                                             -------------------  --------------------       ---------------        ----------------
         Net earnings (loss) available for
         ordinary shareholders              $         17,181.3    $         19,658.3        $     13,579.9         $       (185.2)
                                             ===================  ====================       ===============         ===============



     The accompanying  notes are an integral part of these consolidated
financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                             EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS

                                                                                          PREDECESSOR              SUCCESSOR
                                                                                     ----------------------  ---------------------
Thousands of U.S. Dollars, except share data                                           DECEMBER 31, 1995       DECEMBER 27, 1996
                                                                                     ----------------------  ---------------------
                                        ASSETS
<S>                                                                                  <C>                    <C>
Current assets:
    Cash and cash equivalents                                                        $           12,586.9   $           12,515.7
    Accounts receivable, less allowance for doubtful accounts
         (1995 - $2,582.0; 1996 - $3,404.2)                                                      60,006.4               60,766.7
    Inventories                                                                                 101,454.5               87,235.1
    Deferred income taxes                                                                              -                 1,483.5
    Other current asssets                                                                         1,340.3                1,349.9
                                                                                     ----------------------  ---------------------
         Total current assets                                                                   175,388.1              163,350.9
Property, plant and equipment, net                                                               60,024.6              107,338.3
Goodwill, net of accumulated amortization (1995 - $0; 1996 - $328.4)                                   -                40,925.8
Other assets                                                                                      1,236.1               15,677.7
                                                                                     ----------------------  ---------------------
                                                                                     $          236,648.8   $          327,292.7
                                                                                     ======================  =====================

                LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
    Accounts payable                                                                 $           28,409.1   $           38,221.4
    Accrued expenses                                                                             16,917.8               23,993.9
    Income taxes payable                                                                          2,681.5                1,516.9
    Current maturities of long-term debt                                                               -                 2,000.0
                                                                                     ----------------------  ---------------------
         Total current liabilities                                                               48,008.4               65,732.2
Long-term debt, less current maturities                                                                -               209,740.0
Other liabilities                                                                                 2,392.2                4,721.7
Due to former parent                                                                             33,562.4                     -
Deferred income taxes                                                                             1,225.0                9,735.2
                                                                                     ----------------------  ---------------------
         Total liabilities                                                                       85,188.0              289,929.1
                                                                                     ----------------------  ---------------------
Commitments and contingencies 
Redeemable preference shares:
    Preference shares - 14% cumulative preferred, no par value; 33,925,000 shares
         authorized, issued and outstanding, plus cumulative dividends of $1,188                       -                35,113.4
    Sterling preference shares - 14% cumulative preferred, no par value; 50,000 shares,
         at 1 British Pound Sterling, authorized, issued and outstanding, plus cumulative
         dividends of $3                                                                               -                    77.6
                                                                                     ----------------------  ---------------------
         Total redeemable preference shares                                                            -                35,191.0
                                                                                     ----------------------  ---------------------
Ordinary shareholders' equity:
    Company equity                                                                              151,460.8                     -
    Ordinary shares - no par value; 911,520 shares authorized, issued and outstanding                  -                   911.5
    Non-voting shares - no par value; 88,420 shares authorized, issued and outstanding                 -                    88.5
    Sterling ordinary shares - no par value; 50,000 shares, at 1 British Pound Sterling,
        authorized; no shares issued and outstanding                                                   -                      -
    Accumulated deficit                                                                                -                  (185.2)
    Foreign currency translation adjustment                                                            -                 1,357.8
                                                                                     ----------------------  ---------------------

         Total ordinary shareholders' equity                                                    151,460.8                2,172.6
                                                                                     ----------------------  ---------------------
                                                                                     $          236,648.8   $          327,292.7
                                                                                     ======================  =====================


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

<PAGE>

<TABLE>
<CAPTION>

                                             EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY



                                                         Common
                                                       Stock and
Thousands of U.S. Dollars                               Paid-in                  Retained         Translation
Predecessor                                             Capital                  Earnings          Adjustment              Total
                                                --------------------   ----------------------   ----------------   ----------------
<S>                                                <C>                     <C>                 <C>                <C>

Balance, December 31, 1993                          $     41,450.2          $    79,723.9      $     (10,005.8)   $     111,168.3

    Net earnings for 1994                                       -                17,181.3                   -            17,181.3
    Dividends declared/paid                                     -                  (111.2)                  -              (111.2)
    Foreign currency adjustment                                 -                      -               5,547.7            5,547.7
                                                 ---------------------   ----------------------   ----------------   --------------

Balance, December 31, 1994                                41,450.2               96,794.0             (4,458.1)         133,786.1

    Net earnings for 1995                                       -                19,658.3                   -            19,658.3
    Dividends declared/paid                                     -                (4,037.3)                  -            (4,037.3)
    Foreign currency adjustment                                 -                      -               2,053.7            2,053.7
                                                 ---------------------   ----------------------   ----------------   --------------

Balance, December 31, 1995                                41,450.2              112,415.0             (2,404.4)         151,460.8

    Net earnings for the nine months ended
         September 25, 1996                                     -                13,579.9                   -            13,579.9
    Foreign currency adjustment                                 -                      -               3,142.4            3,142.4
                                                 ----------------------   ----------------------   ----------------   -------------

Balance, September 25, 1996                         $     41,450.2          $   125,994.9      $         738.0    $     168,183.1
                                                  ====================   ======================   ================   ==============



</TABLE>

<TABLE>
<CAPTION>

                                                                                 Retained           Foreign
                                                                                 Earnings          Currency
                                                                Ordinary       (Accumulated       Translation
                                                                 Shares          Deficit)         Adjustment           Total
                                                             ---------------  ---------------   ---------------   -------------
Successor
<S>                                                         <C>              <C>                 <C>             <C>
Balance, September 25, 1996 (reflects the
  new basis of shares in connection
  with the acquisition)                                     $       1,000.0   $     -             $    -         $    1,000.0

     Net earnings for the three months ended
         December 27, 1996                                              -       1,005.8                -              1,005.8
     Dividends accrued on redeemable
         preference shares                                              -      (1,191.0)               -             (1,191.0)
     Foreign currency adjustment                                        -           -                1,357.8          1,357.8

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

Balance, December 27, 1996                                  $       1,000.0   $  (185.2)          $  1,357.8     $    2,172.6
                                                             ===============   ===========         ===========     ============


</TABLE>



 The  accompanying  notes are an integral part of these  consolidated  financial
statements.


<PAGE>



<TABLE>
<CAPTION>
                                             EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                              --------------------------------------------------  -----------------
                                                                               Predecessor                            Successor
                                                              --------------------------------------------------  -----------------
Thousands of U.S. Dollars                                     For the year      For the year    For the nine        For the three
                                                                  ended             ended       months ended         months ended
                                                              December 31,      December 31,    September 25,        December 27,
                                                                   1994              1995            1996                1996
                                                              ---------------   --------------  ---------------  -------------------
<S>                                                        <C>                <C>             <C>                  <C>
Cash flows from oeprating activities:
     Net earnings                                          $       17,181.3   $     19,658.3   $     13,579.9      $        1,005.8
     Reconciliation of net earnings to net cash provided by
       operating activities:
         Depreciation and amortization                              7,672.2          7,980.2          6,995.0               2,590.7
         Provision for doubtful accounts                            1,451.4            388.2            827.2                 221.3
         (Gain) loss on sales of assets                               142.6            146.7           (168.3)                 (7.4)
         Deferred income taxes                                        603.7           (526.0)          (338.7)               (760.5)
         Changes in operating assets and liabilities:
              Accounts receivable                                  (9,574.3)        (2,019.3)        (9,176.0)             11,962.1
              Inventories                                         (24,855.0)        (9,196.5)         4,437.5               7,001.1
              Other current asssets                                   722.6            929.9            193.3                (129.9)
              Accounts payable and other current liabilities       19,712.8        (17,727.7)         5,851.5               4,427.3
              Income taxes payable                                 (4,607.9)         6,073.7         (1,787.7)              1,378.0
              Net change in other noncurrent assets and
                  liabilities                                        (127.8)           258.6           (172.9)                688.2
                                                              -----------------  -----------------  ---------------    -------------
         Net cash provided by operating activities                  8,321.6          5,966.1         20,240.8              28,376.7
                                                              -----------------  -----------------  ---------------    -------------

Cash flows from investing activities:
    Purchase of Fabricated Products                                      -                -                -             (251,213.0)
    Proceeds from sale of assets                                    1,465.3            177.0            233.0                  91.6
    Capital expenditures                                           (9,594.5)       (17,429.4)       (11,517.5)               (681.8)
                                                              -----------------  -----------------  ---------------    -------------
         Net cash used in investing activities                     (8,129.2)       (17,252.4)       (11,284.5)           (251,803.2)
                                                              -----------------  -----------------  ---------------    -------------
Cash flows from financing activities:
    Proceeds from long-term debt                                         -                -                -              235,000.0
    Proceeds from issuance of preference shares                          -                -                -               34,000.0
    Proceeds from issuance of ordinary shares                            -                -                -                1,000.0
    Deferred financing fees                                              -                -                -               (9,930.0)
    Repayment of debt                                                    -                -                -              (25,163.5)
    Other                                                                -                -                -               (1,555.0)
    Dividends paid                                                   (111.2)        (4,037.3)                                 -
    Net change in due to former parent                              5,698.6         (7,486.1)       (20,973.0)                -
                                                              -----------------  -----------------  ---------------    -------------
         Net cash provided by (used in) financing activities        5,587.4        (11,523.4)       (20,973.0)            233,351.5
                                                              -----------------  -----------------  ---------------    -------------
Effect of exchange rate changes on cash                            (1,580.2)           277.6           (677.4)              2,697.9
                                                              -----------------  -----------------  ---------------    -------------
Net increase (decrease) in cash and equivalents                     4,199.6         (22,532.1)      (12,694.1)             12,622.9
Cash and equivalents at beginning of period                        30,919.4          35,119.0        12,586.9                (107.2)
                                                              -----------------  -----------------  ---------------    -------------
Cash and equivalents at end of period                        $     35,119.0    $     12,586.9     $    (107.2)        $    12,515.7
                                                              =================  =================  ===============    =============
Noncash financing activities:
    Dividends accrued on redeemable preference shares        $           -     $           -      $         -         $     1,191.0
                                                              =================  =================  =================  =============
Supplemental cash flow information:
    Foreign income taxes paid, net                           $      7,217.0    $       2,273.7    $   2,870.8         $         3.4
                                                              =================  =================  =================  =============


</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>

                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (THOUSANDS OF U. S. DOLLARS EXCEPT SHARE DATA)

1.  ORGANIZATION AND ACQUISITION

Euramax  International  plc, a corporation  formed under the laws of England and
Wales ("Euramax" or the "Company"),  is the parent holding company of four first
tier  holding  companies:   Amerimax  Holdings,  Inc.,  a  Delaware  corporation
("Amerimax"); Euramax European Holdings plc, a corporation formed under the laws
of England and Wales  ("Euramax  U.K.");  Euramax  European  Holdings,  B.V.,  a
corporation  formed  under the laws of The  Netherlands  ("Euramax  B.V.");  and
Euramax European  Holdings,  S.A., a corporation formed under the laws of France
("Euramax  S.A.").  The Company is a holding  company  organized  by an investor
group to acquire  certain  portions of the  fabricated  products  operations  of
Alumax Inc. ("Alumax").

Pursuant to a purchase  agreement  between the Company and Alumax,  on September
25, 1996, the Company purchased,  through its wholly-owned subsidiaries,  all of
the issued and outstanding  capital stock of the following  Alumax  subsidiaries
which operate certain portions of Alumax's  fabricated  products operations (the
"Acquisition"):  (i)  Amerimax  Fabricated  Products,  Inc. and its wholly owned
subsidiaries,  Amerimax  Specialty  Product,  Inc.,  Amerimax Building Products,
Inc., Amerimax Coated Products,  Inc., Johnson Door Products, Inc., and Amerimax
Home  Products,  Inc.;  (ii)  Euramax  Holdings  Limited  and its  wholly  owned
subsidiaries,  Ellbee Limited and Euramax Coated Products Limited; (iii) Euramax
Europe B.V. and its wholly owned  subsidiary,  Euramax Coated Products B.V.; and
(iv) Euramax  Industries  S.A. and its wholly owned  subsidiary  Euramax  Coated
Products  S.A.  For purposes of  identification  and  description,  the acquired
business is referred to as "Fabricated  Products" or the  "Predecessor"  for the
periods prior to the  Acquisition,  "Euramax" or the  "Successor" for the period
subsequent to the Acquisition, and the "Company" for both periods. The financial
statements  of the  Predecessor  include the  combined  accounts of the entities
referred to as Fabricated Products.  Such Predecessor  financial statements have
been  prepared as if the  Company's  businesses  had operated as an  independent
stand-alone  entity  for  all  periods  presented.   Certain   obligations  were
originally  recorded by Alumax on behalf of the Company such as  post-retirement
and post-employment benefit obligations, income taxes, legal and other corporate
expenses.  These  obligations  have been  allocated to the  Company's  financial
statements  using several factors  including  revenues or number of employees or
other reasonable  methods.  Corporate  expenses of Alumax have been allocated to
the Company on a basis  management  believes is reasonable  and  represents  the
expenses  as if the  Company  was a stand  alone  operation.  See  Note 12 for a
description  of  transactions  with  Alumax.  The  financial  statements  of the
Successor  include  the  consolidated  accounts of the  entities  referred to as
Euramax.  All  significant  intercompany  accounts  and  transactions  have been
eliminated.

The purchase price for the Acquisition was approximately  $251.2 million,  which
includes  estimated  acquisition  expenses of  approximately  $3.9  million,  is
adjusted to give effect to certain  items  including  cash  acquired and working
capital,  and was allocated to the assets and  liabilities  of the Company based
upon their  estimated  fair market  value at the date of  Acquisition  under the
purchase  method of  accounting.  Such  initial  purchase  price is  subject  to
adjustment  based upon the completion of a special audit to determine the change
in the  Company's  working  capital (as defined)  from December 31, 1995 through
September 25, 1996.  Management has estimated such change in connection with the
preparation of the  Consolidated  Balance Sheet as of December 27, 1996 and does
not  expect  further  adjustments  to  the  purchase  price  to be  significant.
Additionally,  the allocation of the purchase  price was, in certain  instances,
based on preliminary  information  and is,  therefore,  subject to revision when
additional  asset and liability  valuations are obtained.  In the opinion of the
Company's  management,  the asset and liability  valuations for the  Acquisition
will not be materially different than initially recorded.

The  financing  for the  Acquisition  was  provided  by:  (a) $35.0  million  of
preference and ordinary share capital; (b) $135.0 million of Senior Subordinated
Notes  (the  "Offering");  and  (c)  $100.0  million  under a  Credit  Agreement
aggregating $125.0 million.

The following  unaudited  pro forma data presents the results of operations  for
the twelve months ended December 31, 1995, and December 27, 1996,  respectively,
as though the Acquisition  and the Offering had been completed  January 1, 1995,
and January 1, 1996, respectively, and assume that there are no other changes in
the operations of the Company.  Such pro forma information  includes adjustments
to interest  expense;  changes in depreciation of property,  plant and equipment
and  amortization of goodwill  relating to the allocation of the purchase price;
and the income tax effect related to these items.  The pro forma results are not
necessarily indicative of the financial results that might have occurred had the
Acquisition and the Offering actually taken place on the above-mentioned  dates,
or of the future results of operations:
 <PAGE>

                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)




<TABLE>
<CAPTION>


                                                    YEAR ENDED
                                     ---------------------------------------
                                      DECEMBER 31, 1995    DECEMBER 27, 1996
                                     ------------------    -----------------
<S>                                  <C>                   <C>
Net sales                            $   483,461.9        $  488,837.0
Earnings before income taxes               8,961.4             6,434.5
Net earnings                               5,737.3             3,876.7


</TABLE>


The  operations  of Euramax are conducted  through  various  indirect  operating
subsidiaries of Amerimax, Euramax U.K., Euramax B.V. and Euramax S.A. Euramax is
a leading international  downstream producer of aluminum and steel products with
facilities in the U.S., the U.K., The Netherlands and France. Euramax's products
include painted sheet and coil, siding, roofing,  raincarrying systems, windows,
doors and various  fabricated trim parts and components.  The Company's products
are sold primarily to  manufacturers  of recreational  vehicles and manufactured
housing, rural building contractors, distributors and home centers.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Company include the accounts of the
Company and all its  subsidiaries.  All  significant  intercompany  accounts and
transactions have been eliminated in consolidation.

FISCAL YEAR

Beginning  in 1996,  the Company  operates on a 52/53 week fiscal year ending on
the last Friday in  December.  Previously,  the  Company  operated on a calendar
year.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
may affect the reported amounts of certain assets and liabilities and disclosure
of  contingencies  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.

CASH AND EQUIVALENTS

The Company considers all highly liquid  investments with an initial maturity of
three months or less to be cash equivalents.

INVENTORIES

Inventories  are  stated at the lower of cost or  market,  with cost  determined
under the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost. Depreciation and amortization
of property,  plant and equipment is computed  principally on the  straight-line
method over the estimated  useful lives of the assets ranging from 5 to 10 years
for  equipment  and 25 years  for  buildings.  Gains or  losses  related  to the
disposition  of  property,  plant and  equipment  are charged to other income or
expense when incurred.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





GOODWILL

The Company  used the  purchase  method of  accounting  for the  acquisition  of
Fabricated  Products (See Note 1).  Goodwill  resulting from the  acquisition is
being amortized on a straight-line basis over 30 years.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company enters into currency swaps with major banking institutions to reduce
the impact of interest rate and exchange rate  fluctuations with respect to debt
payments  made  in  foreign  currency  denominations.   Currency  swaps  involve
exchanges  of interest  payments in  differing  currencies,  but provide for the
exchange of principal  amounts at maturity.  Realized and  unrealized  gains and
losses are  recognized  in other income and  expense.  The Company is exposed to
risk if the counterparties default.

REVENUE RECOGNITION

The Company recognizes revenue when title passes to the customer.

TRANSLATION OF FOREIGN CURRENCIES

Assets and liabilities of subsidiaries are translated at the rate of exchange in
effect on the balance  sheet date;  income and  expenses are  translated  at the
average rates of exchange prevailing during the year. Foreign currency gains and
losses resulting from  transactions  are included in results of operations.  The
foreign  currency  transaction  gains  (losses)  recorded in selling and general
expenses for 1994 and 1995 were $(9.9) and $275.3,  respectively,  $74.2 for the
nine months  ended  September  25,  1996,  and $159.0 for the three months ended
December 27, 1996.

3.   INVENTORIES:

    Inventories were comprised of:

<TABLE>
<CAPTION>


                            PREDECESSOR                   SUCCESSOR
                     ---------------------------   -------------------------
                          DECEMBER 31, 1995            DECEMBER 27, 1996
                     --------------------------    -------------------------
<S>                         <C>                          <C>
Raw materials               $    66,976.3                $     59,429.3
Work in process                  24,121.3                      12,769.4
Finished products                10,356.9                      15,036.4
                              -----------                 -------------
                            $   101,454.5                $     87,235.1
                              ===========                 =============

</TABLE>
<PAGE>

                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


4.   PROPERTY, PLANT AND EQUIPMENT:

    Components of property, plant and equipment are as follows:

<TABLE>
<CAPTION>

                                          PREDECESSOR         SUCCESSOR
                                      -----------------    -------------------
                                         DECEMBER 31,        DECEMBER 27,
                                             1995                1996
                                      -----------------    -------------------
<S>                                 <C>                  <C>
 Land and improvements              $          5,631.8   $        8,170.0
 Buildings                                    27,637.9           29,872.5
 Machinery and equipment                      98,799.0           69,466.3
                                      -----------------    -------------------
                                             132,068.7          107,508.8
 Less accumulated depreciation               (81,179.6)          (2,590.7)
                                      -----------------    -------------------
                                              50,889.1          104,918.1
 Construction in progress                      9,135.5            2,420.2
                                      -----------------    -------------------
                                    $         60,024.6   $      107,338.3
                                      =================    ===================
</TABLE>

Alumax transferred  equipment to Fabricated Products with a cost of $7,804.5 and
accumulated depreciation of $5,678.3 in 1995.

5.   LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following:
<TABLE>
<CAPTION>



                                                              SUCCESSOR
                                                         -------------------
                                                            DECEMBER 27,
                                                                1996
                                                         -------------------
<S>                                                  <C>
 Credit Agreement:
    Revolving Credit Facility                         $         36,377.5
    Term Loans                                                  40,362.5
 11.25% Senior Subordinated Notes due 2006                     135,000.0
                                                         -------------------
                                                               211,740.0
 Less: current portion                                          (2,000.0)
                                                         -------------------
                                                      $        209,740.0
                                                         ===================
</TABLE>


In connection with the Acquisition,  the Company entered into a credit agreement
(the "Credit  Agreement")  which  provides for $40.0  million in term loans (the
"Term Loans") and a revolving  credit  facility of $85.0 million (the "Revolving
Credit  Facility"),  a portion of which is  available  for letters of credit and
swing loans.  The Term Loans consist of three facilities in the aggregate amount
of $40.0  million.  Two of the  facilities,  which  aggregate to $20.0  million,
consist of a Dutch Guilder  facility and a Pound  Sterling  facility.  The third
facility is a U.S.  Dollar facility in the amount of $20.0 million (the "Tranche
B  Facility").  Loans  under the  Revolving  Credit  Facility  are made,  at the
election of the Company, in U.S. Dollars, Dutch Guilders and/or Pounds Sterling.
All loans under the Term Loans and the Revolving  Credit  Facility are repaid in
the currency in which the loan is made.

Outstanding loans under the Revolving Credit Facility and the Term Loans, except
the Tranche B Facility,  must be repaid by September  2001;  provided,  however,
that subject to the consent of the lender under the Revolving  Credit  Facility,
the Company

<PAGE>

                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


will have the option,  exercisable  on the fourth year  anniversary  date of the
Closing Date, to extend the final maturity date on the Revolving Credit Facility
to September 2003. Outstanding loans under the Tranche B Facility must be repaid
by September 2003.


At the option of the Company,  the interest  rate  applicable to the loans under
the Credit  Agreement is based upon a Base Rate or a Eurocurrency  Rate (both as
defined),  plus margins as follows:  (a) Base Rate plus 1.75% in the case of the
Revolving  Credit Facility and all Term Loans except the Tranche B Facility,  or
2.25% in the case of the Tranche B Facility;  or (b) Eurocurrency  Rate for one,
two,  three  or six  months,  plus  2.75% in the  case of the  Revolving  Credit
Facility and all Term Loans except the Tranche B Facility,  or 3.25% in the case
of the Tranche B Facility.  At  December  27,  1996,  the  interest  rate on the
Revolving  Credit  Facility  was  8.274%,  the  interest  rate on the  Tranche B
Facility was 8.81%,  and the interest rate on the other term loan facilities was
6.969%.

On September 25, 1996, the Company borrowed  approximately  $100.0 million under
the Credit Agreement, consisting of $40.0 million under the Term Loans and $60.0
million under the Revolving Credit Facility. The undrawn amount of $25.0 million
under the Revolving  Credit  Facility was available  (subject to borrowing  base
limitations) for working capital and general corporate purposes.  As of December
27, 1996,  repayments of $24.4 million under the Revolving  Credit  Facility had
been made leaving an undrawn amount of $48.3 million, which was fully available.
Debt increased $1.1 million due to  fluctuations  in the foreign  exchange rates
since the September 25, 1996.

The Credit Agreement  contains certain  covenants and restrictions on actions by
the Company and its subsidiaries. In addition, the Credit Agreement requires the
Company to meet certain financial tests, including minimum fixed charge coverage
ratio,  minimum interest coverage ratio,  maximum leverage ratio, minimum EBITDA
(earnings  before income taxes plus net interest  expense and  depreciation  and
amortization) requirements and maximum amounts of capital expenditures.

On September  25,  1996,  the Company  issued  $135.0  million in 11.25%  Senior
Subordinated  Notes due 2006 pursuant to a private offering.  On March 10, 1997,
the Company issued new 11.25% Senior  Subordinated Notes due 2006 pursuant to an
exchange  offer whereby  holders of the original  notes received new notes which
have been  registered  under the  Securities  Act of 1933,  as amended,  but are
otherwise  identical to the original notes. The original notes and the new notes
are herein  referred to as "the Notes".  The Notes mature on October 1, 2006 and
bear  interest at the rate of 11.25% per annum from  September  25, 1996 payable
semiannually  in arrears on April 1 and  October 1 of each year,  commencing  on
April 1, 1997. The Notes may be redeemed at the option of the Company,  in whole
or in part, at any time on or after October 1, 2001, under the conditions and at
the redemption  price as specified in the note  indenture  dated as of September
25, 1996, under which the Notes were issued. The Notes are unsecured obligations
subordinated  to  all  existing  and  future  unsubordinated  borrowings  of the
Company,  including all of the obligations under the Credit Agreement,  and will
be  effectively  subordinated  to all  obligations  of any  subsidiaries  of the
Company.

Future  maturities  of  long-term  obligations  as of  December  27, 1996 are as
follows:
<TABLE>
<CAPTION>
<S>                                 <C>

 1997                                $         2,000.0
 1998                                          4,102.3
 1999                                          5,085.9
 2000                                          3,051.5
 2001                                          7,123.0
 Thereafter                                  190,377.3
                                          ------------


                                     $       211,740.0
                                          ============
</TABLE>

<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





The Notes are  guaranteed on a senior  subordinated  basis by Amerimax,  and the
borrowings  under the Credit  Agreement are guaranteed by the Company and all of
its subsidiaries, other than Euramax S.A. and its subsidiaries.

In connection with the Notes, on December 27, 1996, the Company entered into two
currency  swap  agreements  with a major  banking  institution.  The  agreements
provide for exchanges of interest  payments in Dutch Guilders and Pound Sterling
for U.S.  Dollars  on April 1, and  October 1 of each year  commencing  April 1,
1997,  and provide for exchanges of principal  amounts at maturity on October 1,
2003. The currency swaps effectively  convert the interest rate on $75.0 million
of the Notes  from  11.25%  payable in U.S.  Dollars to 10.36%  payable in Dutch
Guilders and 12.72% payable in Pound Sterling. Under the agreements, the Company
is required to exchange  85.1  million  Dutch  Guilders for $50 million and 16.0
million Pound Sterling for $25.0 million at maturity.  At December 27, 1996, the
fair value of the currency swap agreement was ($1.8) million.

The fair value of the Company's long-term debt is estimated based on the current
rates offered to the Company for debt of similar terms and maturities except for
the 11.25% Senior  Subordinated  Notes due 2006 which are measured at the quoted
market rate. The fair value of the Company's  11.25% Senior  Subordinated  Notes
due 2006 was $140.1  million at December  27,  1996.  All other  long-term  debt
approximates the carrying value at December 27, 1996.

6.   REDEEMABLE PREFERENCE SHARES

In  connection  with the  Acquisition  described  in Note 1, the Company  issued
34,000,000  shares  of  redeemable  preference  shares  as  follows:  33,925,000
preference  shares  with a stated  value of $1 per share,  and  50,000  sterling
preference shares with a stated value of 1 British Pound Sterling per share. The
preference shares accrue fixed, cumulative dividends of 14% per annum compounded
quarterly  on March 31,  June 30,  September  30, and  December 31 in each year,
beginning on December 31, 1996, and are paid as declared by the Company's  Board
of Directors. The Company is prohibited from paying dividends on ordinary shares
unless all required preferred dividends have been paid.

In the event of liquidation, dissolution, winding-up or otherwise, the assets of
the Company available for distribution  among the shareholders  shall be applied
first to pay the  preference  shareholders  before payment to the holders of any
other class of shares.

With the consent of 66.67% of the preference  shareholders,  the Company may, at
any time,  redeem all or  multiples in the  aggregate  amount of $500,000 of the
preference shares.  Subject to certain  provisions of the Credit Agreement,  the
holders of 66.67% of the preference shares are entitled to require redemption of
some or all of the preference  shares if any of the following  events occur:  i)
the  preference  dividend due is not paid in full on a due date,  whether or not
the Company has enough profits available for distribution to pay it; or ii) when
preference  shares  are due for  redemption,  the  Company  does not pay all the
redemption money then payable to the preference shareholders, whether or not the
Company has enough profits  available for  distribution or other requisite funds
to pay the redemption  money.  Also subject to certain  provisions of the Credit
Agreement,  the  holders  of 66.67% of the  preference  shares are  entitled  to
require  redemption  of  all of  the  preference  shares  in  the  event  of the
following:  i) the sale of 66.67%  or more of the  ordinary  shares;  or ii) the
listing of the Company's shares on an internationally recognized stock exchange.
On any redemption date, the Company shall pay to the preference shareholders the
nominal  amounts and premiums  paid on the shares and a sum equal to any accrued
and/or unpaid  preference  dividends.  To the extent that any preference  shares
remain  outstanding,  the Company shall redeem the preference shares on December
31, 2007.  Sterling  preference shares may not be redeemed as doing so would put
the Company in breach of the Companies Act 1985.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


7.   NON-VOTING ORDINARY SHARES

Holders of a majority  of the  outstanding  non-voting  ordinary  shares held by
certain investors, as described in the Company's Articles of Association,  shall
be  entitled  at any time to  convert  any or all of their  non-voting  ordinary
shares into the same number of ordinary shares of an equivalent value.

Historical  earnings per share have not been presented because they would not be
meaningful.  For  predecessor  periods,  the  common  stock of the  Company,  as
presented in common stock and paid-in  capital,  consists of the common stock of
the combined predecessor entities.

8.   INCOME TAXES:

For Predecessor periods, the Company did not have a formal tax sharing agreement
with  Alumax and Alumax paid the  allocable  share of Federal and state taxes on
behalf of the Company.  Domestic  current and  deferred  Federal and state taxes
were classified  within due to former parent.  The foreign  entities  calculated
their income taxes on a stand-alone  basis and the related amounts were included
in taxes  payable and deferred  income taxes.  For such periods,  the income tax
provision  (benefit)  was based on  amounts  the  Company  would  have paid on a
combined  basis as if separate  returns were filed.  The  provisions  for income
taxes are comprised of the following:
 <TABLE>
 <CAPTION>


                                              PREDECESSOR                   SUCCESSOR
                      -------------------------------------------------  -----------------
                                                      NINE MONTHS          THREE MONTHS
                      YEAR ENDED      YEAR ENDED         ENDED                ENDED
                     DECEMBER 31,     DECEMBER 31,    SEPTEMBER 25,         DECEMBER 27,
                         1994            1995            1996                 1996
                      --------------------------------------------------  -----------------
<S>                <C>            <C>              <C>                   <C>
Current:
    Federal        $    6,097.5   $     2,399.8    $    2,944.4           $  502.5
    Foreign             3,978.6         8,347.4         4,833.3              669.4
    State               2,151.6           800.8         1,147.1               94.1
                      --------------------------------------------------  -----------------
                       12,227.7        11,548.0         8,924.8            1,266.0
                      --------------------------------------------------  -----------------
Deferred:
    Federal              (582.1)          308.6          (254.1)            (739.4)
    Foreign               603.7          (523.0)         (271.8)              63.3
    State                (211.5)           65.5           (56.6)             (84.4)
                      --------------------------------------------------  -----------------
                         (189.9)         (148.9)         (582.5)            (760.5)
                      --------------------------------------------------  -----------------
                    $  12,037.8   $    11,399.1    $    8,342.3          $   505.5
                      ==================================================  =================

</TABLE>



<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)



The  domestic  and foreign  components  of earnings  before  income taxes are as
follows:

<TABLE>
<CAPTION>

                                                   ----------------------------------------------------------   -----------------
                                                                          PREDECESSOR                               SUCCESSOR
                                                   ----------------------------------------------------------   -----------------
                                                                                              NINE MONTHS         THREE MONTHS
                                                       YEAR ENDED         YEAR ENDED             ENDED                ENDED
                                                      DECEMBER 31,       DECEMBER 31,        SEPTEMBER 25,        DECEMBER 27,
                                                          1994               1995                 1996                1996
                                                   ----------------------------------------------------------   -----------------
<S>                                                <C>                <C>                  <C>                 <C>
Domestic                                           $       16,658.3   $        8,758.3     $        8,833.6    $         (583.3)
Foreign                                                    12,560.8           22,299.1             13,088.6             2,094.6
                                                   ----------------------------------------------------------   -----------------
                                                   $       29,219.1   $       31,057.4     $       21,922.2    $        1,511.3
                                                   ==========================================================   =================

</TABLE>

Reconciliation  of the  differences  between  income  taxes  computed at Federal
statutory tax rates and the Company's income tax provision follows:
<TABLE>
<CAPTION>


                                                  ------------------------------------------------------------- -----------------
                                                                           PREDECESSOR                              SUCCESSOR
                                                  ------------------------------------------------------------- -----------------
<S>                                              <C>                 <C>                     <C>                <C>
                                                                                                                      THREE
                                                                                                NINE MONTHS          MONTHS
                                                      YEAR ENDED           YEAR ENDED              ENDED              ENDED
                                                     DECEMBER 31,         DECEMBER 31,           SEPTEMBER          DECEMBER
                                                         1994                 1995                25, 1996          27, 1996
                                                  ------------------------------------------------------------- -----------------
Tax at Federal Statutory rate                     $       10,226.7   $           10,870.1    $        7,672.9   $         528.6
State income taxes, net of Federal income tax
    benefit                                                1,600.1                  569.3               669.4             (23.3)
Foreign taxes, net                                           186.0                   16.7                  -                 -
Goodwill amortization                                           -                      -                   -               67.7
Other, net                                                    25.0                  (57.0)                 -              (67.5)
                                                  ------------------------------------------------------------- -----------------
                                                  $       12,037.8   $           11,399.1    $        8,342.3   $         505.5
                                                  ============================================================= =================


</TABLE>




<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





At December 31, 1995, the approximate tax effects of U.S.  cumulative  temporary
differences  were  recorded as  components  of the amounts due to former  parent
while the tax effects of foreign cumulative temporary differences were presented
in deferred  income  taxes.  At December  27,  1996,  deferred  income taxes are
separately  stated in the balance  sheet.  The combined  tax-effected  temporary
differences are as follows:
 <TABLE>
 <CAPTION>


                                                                            ASSET (LIABILITY)
                                                          -----------------------------------------------
                                                                 PREDECESSOR              SUCCESSOR
                                                          -----------------------  ----------------------
                                                                  DECEMBER 31,             DECEMBER 27,
                                                                      1995                     1996
                                                          -----------------------  ----------------------
<S>                                                     <C>                      <C>
Accrued expenses                                        $             2,001.9    $            1,677.2
Allowances for doubtful accounts                                        929.5                   674.9
Book versus tax basis of inventory                                         -                   (868.6)
                                                          -----------------------  ----------------------
    Current, net                                                      2,931.4                 1,483.5
                                                          -----------------------  ----------------------

Book versus tax basis of depreciable assets                          (3,529.6)               (9,905.7)
Post-retirement health care accrual                                   2,549.7                      -
Other                                                                 1,354.0                   170.5
                                                          -----------------------  ----------------------
    Noncurrent, net                                                     374.1                (9,735.2)
                                                          -----------------------  ----------------------
    Total, net                                          $             3,305.5    $           (8,251.7)
                                                          =======================  ======================
</TABLE>

No  deferred  tax  liability  is  recognized   relating  to  taxable   temporary
differences  attributable  to the excess of the amount for  financial  reporting
over the tax basis of investments in foreign  subsidiaries  due to the fact that
such  taxable  temporary   differences  are  not  expected  to  reverse  in  the
foreseeable  future.  Although  the Company  does not expect  taxable  temporary
differences  attributable  to investments in foreign  subsidiaries to reverse in
the  foreseeable  future,  any tax amounts  owed as a result of the  recovery of
taxable  temporary  differences   attributable  to  such  investments  would  be
insignificant.

9.   EMPLOYEE RETIREMENT PLANS:

U.S. Plans:

Defined Benefit:
Prior to the Acquisition,  substantially all U.S.  employees of the Company were
covered by defined  benefit pension plans  administered by Alumax.  The costs of
these plans were allocated to the Company based on base salary expenses and were
generally  non-contributory.  The  Company's  allocated  share of the  projected
benefit obligation of the plans at December 31, 1995 was $18,371.6.  The Company
was  charged  $1,254.8,  $1,235.7,  and  $1,009.3 by Alumax in 1994,  1995,  and
Predecessor 1996  respectively,  for its allocated share of net periodic pension
costs of these  Plans.  As a result  of the  Acquisition,  all  obligations  for
benefits under the plans as of the Acquisition date were retained by Alumax.

Subsequent to the Acquisition,  the Company  established a new  non-contributory
defined benefit pension plan covering  substantially  all U.S. hourly employees.
The new plan contains terms and provisions  similar to the predecessor plans. As
of December  27, 1996,  the  Company's  obligations  under the new plan were not
significant.

Defined  Contribution:


Prior to the Acquisition, the majority of the U.S. employees of the Company were
eligible to participate in a defined  contribution  retirement plan sponsored by
Alumax.  The plan  allowed the  employees to  contribute  a percentage  of their
pre-tax and/or after-tax income in accordance with specified guidelines.  Alumax
matched a certain percentage of employee contributions up to certain limits. The
Company's expense related to the plan was $414.5,  $413.5,  and $310.5 for 1994,
1995 and Predecessor 1996, respectively.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)






Subsequent  to  the  Acquisition,   the  Company  established  two  new  defined
contribution  retirement  and savings  plans,  which also allow the employees to
contribute a percentage  of their pretax and/or  after-tax  income in accordance
with specified  guidelines.  As before, the Company matches a certain percentage
of employee  contributions up to certain limits.  Further, the plan provides for
discretionary  contributions  by the Company  based on years of service and age.
The Company's expense related to the new plan was not significant in 1996.

International Plans:
In addition to the above,  the employees of Euramax Coated Products  Limited and
Ellbee Limited  participate in a single employer pension plan (the "U.K. Plan").
Net periodic pension cost for the U.K. Plan includes the following components:
<TABLE>
<CAPTION>
                                                                           PREDECESSOR                              SUCCESSOR
                                                     ---------------------------------------------------------   -----------------
                                                                                               NINE MONTHS         THREE MONTHS
                                                         YEAR ENDED         YEAR ENDED            ENDED                ENDED
                                                        DECEMBER 31,       DECEMBER 31,       SEPTEMBER 25,        DECEMBER 27,
                                                            1994               1995                1996                1996
                                                     ---------------------------------------------------------   -----------------
<S>                                                  <C>                <C>                 <C>                 <C>
Service cost-benefits earned during the period       $          355.5   $          526.9    $          407.0    $          143.6
Interest cost on projected benefit obligations                  442.8              642.4               511.4               204.9
Actual return on assets                                         319.7           (1,248.4)             (462.3)              (48.4)
Net amortization and deferral                                  (876.3)             797.5               (10.3)             (143.6)
                                                     ---------------------------------------------------------   -----------------
    Net periodic pension cost                        $          241.7   $          718.4    $          445.8    $          156.5
                                                     =========================================================   =================


The  following  table sets forth the funded  status of the U.K. Plan and amounts
recognized in the Company's balance sheets for its pension plans:

</TABLE>
<TABLE>
<CAPTION>
                                                                            PREDECESSOR                SUCCESSOR
                                                                      -------------------------  -----------------------
                                                                          DECEMBER 31, 1995         DECEMBER 27, 1996
                                                                      -------------------------  -----------------------
<S>                                                                  <C>                        <C>
Actuarial present value of benefit obligations:
    Vested benefit obligation                                        $                7,008.8   $              8,414.4
                                                                      =========================  =======================
    Accumulated benefit obligation                                   $                7,544.4   $              9,033.4
                                                                      =========================  =======================
    Projected benefit obligation                                     $                8,206.5   $              9,894.1
Plan net assets at fair value                                                         7,229.5                  8,977.2
                                                                      -------------------------  -----------------------
Plan net assets less than projected benefit obligation                                 (977.0)                  (916.9)
Unrecognized net loss                                                                   572.6                    215.2
Unrecognized prior service cost                                                         211.4                       -
Unrecognized transition amounts                                                        (313.3)                      -
                                                                      -------------------------  -----------------------
Accrued pension costs                                                $                 (506.3)  $               (701.7)
                                                                      =========================  =======================
</TABLE>


U.K. Plan assets consist of approximately 75 percent equities,  12 percent fixed
income and 13 percent cash and cash equivalents at December 27, 1996.



<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


Key economic  assumptions  used in the above  calculations  for the foreign plan
were as follows:
<TABLE>
<CAPTION>
                                                      1994       1995      1996
                                                      ----       ----      ----
<S>                                                   <C>        <C>       <C>

Settlement discount rate                              8.5%       8.5%      8.25%
 Rate of compensation increases                       6.5%       6.5%      5.75%
 Expected long-term rate of return                    8.5%       9.0%      8.25%
</TABLE>


10.  PREDECESSOR POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS:

Prior to the Acquisition,  the Company participated in a plan for certain health
care and life insurance  benefits for retired employees  administered by Alumax.
Under the plan, a majority of the Company's domestic employees were eligible for
such  benefits  if they  were to  reach  normal  or,  in  certain  cases,  early
retirement  age while  working for the Company.  Costs  related to this unfunded
plan charged by Alumax were $146.0,  and $100.0 for the years ended December 31,
1994,  and  1995,  respectively.  Also  prior to the  Acquisition,  the  Company
provided  specified  postemployment  benefits  to  certain  former  or  inactive
employees.  Substantially all domestic  employees were eligible to receive these
benefits, which were either self-insured or provided through insurance carriers.
All  obligations for benefits under such plans were retained by Alumax after the
Acquisition and the Company no longer provides  postretirement or postemployment
benefits.

11.  COMMITMENTS AND CONTINGENCIES:

Minimum commitments under long-term noncancelable operating leases,  principally
for operating and office facilities, totaled $10,583.4 at December 27, 1996.
Lease commitments for future periods are as follows:
<TABLE>
<S>                                                               <C>

 1997                                                             $      2,910.7
 1998                                                                    2,466.5
 1999                                                                    1,734.0
 2000                                                                    1,253.5
 2001                                                                      733.6
 2002 to 2012                                                            1,485.1
</TABLE>


Rent  expense  amounted to  $3,851.2,  $3,760.0 in 1994 and 1995,  respectively,
$2,894.0 for the nine months ended September 25, 1996 and $1,097.1 for the three
months ended December 27, 1996.

The Company has entered into several  noncancelable  long-term contracts for the
purchase of aluminum at market values.  The aluminum contracts expire in various
years through 1999.  Contracted  amounts of aluminum are less than the Company's
anticipated requirements.

The Company and its subsidiaries are not currently  parties to any pending legal
proceedings  other than such  proceedings  incident to its business.  Management
believes that such  proceedings  would not,  individually  or in the  aggregate,
reasonably  be expected to have a material  adverse  effect on the  consolidated
financial  position or results of operations of the Company and its subsidiaries
taken as a whole.

The  Company  has been named as a  defendant  in  lawsuits  or as a  potentially
responsible party in state and Federal  administrative and judicial  proceedings
seeking  contribution  for costs  associated with the  investigation,  analysis,
correction and  remediation  of  environmental  conditions at various  hazardous
waste  disposal  sites.  The  Company  continues  to monitor  these  actions and
proceedings  and to  vigorously  defend  both its own  interests  as well as the
interests of its affiliates. The Company's ultimate liability in connection with
present and future environmental  claims will depend on many factors,  including
its volumetric share of the waste at a given site, the remedial action required,
the total cost of remediation,  and the financial viability and participation of
the other  entities that also sent waste to the site.  Once it becomes  probable
that the Company will incur costs in connection  with  remediation of a site and
such

<PAGE>

                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





costs can be  reasonably  estimated,  the  Company  establishes  or adjusts  its
reserve  for its  projected  share of these  costs.  Based upon  current law and
information  known to the Company  concerning the size of the sites known to it,
anticipated costs, their years of operations and the number of other potentially
responsible  parties,  Management believes that it has adequate reserves for the
Company's  potential share of the estimated aggregate liability for the costs of
remedial  actions and  related  costs and  expenses.  In  addition,  the Company
establishes reserves for remedial measures required from time to time at its own
facilities.  Management  believes that the reasonably probable outcomes of these
matters  will not  materially  exceed  established  reserves and will not have a
material impact on the future financial position,  net earnings or cash flows of
the  Company.  The  Company's  reserves,   expenditures  and  expenses  for  all
environmental  exposures  were not  significant  for any of the dates or periods
presented.

In  connection  with the  Acquisition  referred  to in Note 1, the  Company  was
indemnified by Alumax for  substantially  all of its costs,  if any,  related to
environmental  matters for occurrences  arising prior to the closing date of the
Acquisition  during the period of time it was owned  directly or  indirectly  by
Alumax. Such  indemnification  includes costs that may ultimately be incurred to
contribute to the remediation of certain specified existing National  Priorities
List (NPL) sites for which the Company had been named a potentially  responsible
party under the federal Comprehensive Environmental Response,  Compensation, and
Liability Information System (CERCLA) as of the closing date of the Acquisition,
as well as certain  potential costs for sites listed on state hazardous  cleanup
lists. With respect to all other environmental matters, Alumax's obligations are
limited to $125.0 million.  However,  notwithstanding the indemnity, the Company
does  not  believe  that  it  has  any   significant   probable   liability  for
environmental  claims.  Further, the Company believes it to be unlikely that the
Company would be required to bear environmental  costs in excess of its pro rata
share of such costs as a potentially responsible party under CERCLA.


12.  TRANSACTIONS WITH FORMER PARENT:

For the predecessor  period,  the Company  participated in Alumax's  centralized
cash  management  system.  Under this system,  cash  received from the Company's
operations  was  transferred  to Alumax's  centralized  cash  accounts  and cash
disbursements were funded from the centralized cash accounts.

Transactions  between the Company and Alumax were  generally at the market value
of the products and services involved.  Such transactions consisted primarily of
purchases of raw materials, which totaled $56,255.1,  $27,569.7 and $1,450.1 for
the years ended December 31, 1994 and 1995 and the nine month predecessor period
ended September 25, 1996, respectively.

The following is a summary of the components of the due to former parent account
at December 31, 1995 (predecessor):
<TABLE>
<S>                                                          <C>

 Allocation of accrued pension liability                     $      1,797.7
 Allocation of other post-retirement benefits                       7,285.0
 Net U.S. current and deferred income taxes                        25,081.7
 Net of other operating cash flows                                   (602.0)
                                                             ------------------
         Total due to former parent                          $     33,562.4
                                                             ==================

</TABLE>


The due to former parent  account  represented  the cumulative net effect of the
Company's  activity in Alumax's cash  management  system and other  transactions
between the Company and Alumax. Alumax periodically charged the Company interest
expense  related to a portion of this balance at a rate which  approximated  the
prime rate.

13.  OPERATIONS AND GEOGRAPHIC DATA:

The Company operates 35 plants and service centers throughout the United States.
Products  produced  and  marketed  by these  operations  include  rain  carrying
systems,  roofing and roofing accessories,  siding, appliance trims, steel entry
doors, vinyl windows


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





and numerous  recreational  vehicle  components.  Fabricated Products serves the
recreational  vehicle,  manufactured  housing,  home center,  home  improvement,
residential  construction,  agricultural  and  utility  building  markets in the
United States.

Fabricated  Products also operates a group of five  companies in Western  Europe
which focuses on coil coating and fabricating aluminum and steel. Other products
include  steel  and  aluminum  entry  doors,  recreational  vehicle  components,
composite panels,  vehicle components such as seat rails and sunroof frames, and
windows for modular  construction.  These  European  companies,  which serve the
recreational vehicle, home center, home improvement,  residential  construction,
and various original equipment  manufacturer markets,  operate two plants in the
United Kingdom, two in France and one in the Netherlands.

<TABLE>
<CAPTION>


                                                                        PREDECESSOR                              SUCCESSOR
                                                 ---------------------------------------------------------  -------------------

                                                                                           NINE MONTHS         THREE MONTHS
                                                    YEAR ENDED          YEAR ENDED            ENDED                ENDED
 Geographic data:                                  DECEMBER 31,        DECEMBER 31,       SEPTEMBER 25,        DECEMBER 27,
                                                       1994                1995                1996                1996
<S>                                              <C>                <C>                <C>                 <C>
                                                 -----------------   -----------------  ------------------  -------------------
    Net sales:
         United States                           $     286,756.0    $      287,772.2   $       225,535.5    $        75,538.5
         Europe and other international                159,815.8           195,689.7           137,772.1             49,990.9
                                                 -----------------   -----------------  ------------------  -------------------
                                                 $     446,571.8    $      483,461.9   $       363,307.6    $       125,529.4
                                                 =================   =================  ==================  ===================

    Earnings from operations:
         United States                           $      16,658.3    $       11,195.3   $         9,573.7    $         2,015.1
         Europe and other international                 13,100.2            22,946.7            13,268.0              5,917.9
                                                 -----------------   -----------------  ------------------  -------------------
                                                 $      29,758.5    $       34,142.0   $        22,841.7    $        $7,933.0
                                                 =================   =================  ==================  ===================

    Identifiable assets:
         United States                                              $      119,848.5                        $       192,934.5
         Europe and other international                                    116,800.3                                134,358.2
                                                                     -----------------                      -------------------
                                                                    $      236,648.8                        $       327,292.7
                                                                     =================                      ===================
</TABLE>

A significant  portion of the Company's  sales are to the retail and  automotive
markets.  Concentrations  of credit risk with respect to the trade  receivables,
relating  to sales into these as well as other  markets,  are limited due to the
large number of customers and the widely dispersed geographic areas in which the
Company's businesses operate.

14. SUBSEQUENT EVENT

On May 2, 1997, the Company announced that it has signed a definitive  agreement
to purchase a business that manufacturers industrial, commercial,  architectural
and  agricultural  building panels from aluminum and steel, and is headquartered
in Lancaster, Pennsylvania.  Completion of the acquisition is subject to certain
due  diligence  and other  conditions,  and the  final  purchase  price  will be
determined  pursuant  to the terms of the  purchase  agreement.  Closing on this
transaction is anticipated to be in the latter part of June.



<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)






15.  SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS:

As described in Note 1, on September  25, 1996,  Euramax  purchased  the Company
from Alumax Inc. As further  described in Note 5, the  Acquisition was financed,
in part, through Senior Subordinated Notes due 2006 (the "Notes"). The Notes are
primary   obligations  of  Euramax  (the  "Parent").   The  United  Kingdom  and
Netherlands  holding company  subsidiaries of Euramax are co-obligors  under the
Notes (the  "Co-obligors").  The United  States  holding  company  subsidiary of
Euramax  has  provided  a full and  unconditional  guarantee  of the Notes  (the
"Guarantor").   The  following   supplemental   condensed   combining  financial
statements for the periods prior to the Acquisition, (the "Predecessor" periods)
reflect the combined historical  financial  position,  results of operations and
cash  flows  of the  entities  that  are the  Parent,  the  Co-obligors  and the
Guarantor (collectively,  the "Anticipated Parent,  Co-obligors and Guarantor"),
and  such  combined  information  of  the  non-guarantor  entities,   consisting
principally   of   the   operating   companies   acquired   (collectively,   the
"Non-guarantor  Subsidiaries").  The following  supplemental condensed combining
financial statements as of December 27, 1996 and for the three month period then
ended (the  "Successor"  period)  reflect  the  financial  position,  results of
operations,  and cash flows of each of the Parent, the Co-Obligors and Guarantor
entities, and such combined information of the Non- Guarantor Subsidiaries.  The
Co-obligors and the Guarantor are  wholly-owned  subsidiaries of Euramax and are
each jointly,  severally,  fully,  and  unconditionally  liable under the Notes.
Separate complete  financial  statements of each Co-obligor and of the Guarantor
are not presented  because  management has determined that they are not material
to investors.  For periods prior to the  Acquisition,  there were no significant
intercompany   balances  or  transactions   between  the   Anticipated   Parent,
Co-obligors and Guarantor entities combined and the Non-guarantor Subsidiaries.

<TABLE>
<CAPTION>

                                                                                      PREDECESSOR

                                                            ---------------------------------------------------------------
                                                                         FOR THE YEAR ENDED DECEMBER 31, 1994
                                                            ---------------------------------------------------------------
                                                               Anticipated
                                                                 Parent,
                                                               Co-Obligors         Non-Guarantor             Combined
                                                              and Guarantor        Subsidiaries               Totals
                                                            -----------------  ---------------------   --------------------
<S>                                                         <C>                <C>                     <C>

Net sales                                                   $          _       $       446,571.8       $      446,571.8
Cost and expenses:
    Cost of goods sold                                                 _               366,716.8              366,716.8
    Selling and general                                                _                42,424.3               42,424.3
    Depreciation and amortization                                      _                 7,672.2                7,672.2
                                                            -----------------  ---------------------   --------------------
         Earnings from operations                                      _                29,758.5               29,758.5
Interest income (expense), net                                         _                  (255.2)                (255.2)
Other expense, net                                                     _                  (284.2)                (284.2)
                                                            -----------------  ---------------------   --------------------
         Earnings before income taxes                                  _                29,219.1               29,219.1
Provision for income taxes                                             _                12,037.8               12,037.8
                                                            -----------------  ---------------------   --------------------
Net earnings                                                $          _       $        17,181.3       $       17,181.3
                                                            =================  =====================   ====================
</TABLE>

Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.
<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)




<TABLE>
<CAPTION>


                                                                                       PREDECESSOR

                                                             -------------------------------------------------------------
                                                                         FOR THE YEAR ENDED DECEMBER 31, 1995
                                                             -------------------------------------------------------------
                                                                 Anticipated
                                                                   Parent,
                                                                 Co-Obligors         Non-Guarantor
                                                                and Guarantor         Subsidiaries      Combined Totals
                                                             -------------------------------------------------------------
<S>                                                         <C>                    <C>                <C>

Net sales                                                   $              -       $    483,461.9     $      483,461.9
Cost and expenses:
    Cost of goods sold                                                     -            399,989.0            399,989.0
    Selling and general                                                    -             41,350.7             41,350.7
    Depreciation and amortization                                          -              7,980.2              7,980.2
                                                             -------------------------------------------------------------
         Earnings from operations                                          -             34,142.0             34,142.0
Interest income (expense), net                                             -             (2,988.4)            (2,988.4)
Other expense, net                                                         -                (96.2)               (96.2)
                                                             -------------------------------------------------------------
    Earnings before income taxes                                           -             31,057.4             31,057.4
Provision for income taxes                                                 -             11,399.1             11,399.1
                                                             -------------------------------------------------------------
Net earnings                                                $              -       $     19,658.3     $       19,658.3
                                                             =============================================================

</TABLE>


<TABLE>
<CAPTION>


                                                                                          PREDECESSOR
                                                               ------------------------------------------------------------------
                                                                          FOR THE NINE MONTHS ENDED SEPTEMBER 25, 1996
                                                               ------------------------------------------------------------------
                                                                  Anticipated
                                                                    Parent,
                                                                  Co-Obligors             Non-Guarantor             Combined
                                                                 and Guarantor            Subsidiaries               Totals
                                                               ------------------------------------------------------------------

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

 Net sales                                                   $             -         $        363,307.6       $      363,307.6
 Cost and expenses:
    Cost of goods sold                                                     -                  300,184.8              300,184.8
    Selling and general                                                    -                   33,286.1               33,286.1
    Depreciation and amortization                                          -                    6,995.0                6,995.0
                                                               ------------------------------------------------------------------
         Earnings from operations                                          -                   22,841.7               22,841.7
 Interest income (expense), net                                            -                     (621.8)                (621.8)
 Other income (expense), net                                               -                     (297.7)                (297.7)
                                                               ------------------------------------------------------------------
         Earnings before income taxes                                      -                   21,922.2               21,922.2
 Provision for income taxes                                                -                    8,342.3                8,342.3
                                                               ------------------------------------------------------------------
 Net earnings                                                $             -         $         13,579.9       $       13,579.9
                                                               ==================================================================
</TABLE>

Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





<TABLE>
<CAPTION>

                              -----------------------------------------------------------------------------------------------------
                                                  SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
                              -----------------------------------------------------------------------------------------------------
                                        Co-Obligors and Guarantor Subsidiaries
                                     --------------------------------------------
                              Euramax      Amerimax       Euramax         Euramax
                            International  Holdings,     European        European          Non-
                               plc          Inc.       Holdings plc   Holdings, B.V      Guarantor                     Consoliated
                            (Parent)     (Guarantor)   (Co-obligor)   (Co-obligor)     Subsidiaries     Eliminations      Total
                          ------------- ------------- -------------  ---------------  ---------------   -------------   ------------
<S>                         <C>       <C>           <C>            <C>              <C>             <C>               <C>

Thousands of U.S. Dollars

Net sales                $        -    $        -    $        -     $          -     $   125,529.4   $          -     $   125,529.4

Cost and Expenses:               -             -             -                -                -               -                -
  Cost of goods sold             -             -             -                -         104,055.4              -         104,055.4
  Selling and general          80.0            -             -                -          10,870.3              -          10,950.3
  Depreciation and              0.2            -             -                -           2,590.5              -           2,590.7
  amortization          ------------- ------------- -------------  ---------------  --------------- ---------------   ------------

     Earnings from operations (80.2)           -             -                -           8,013.2              -           7,933.0
Equity in earnings from
  subsidiaries              2,640.4       1,542.8         958.3          1,448.0          8,741.1       (15,330.6)              -
Interest expense, net      (2,434.6)       (921.1)       (725.6)          (938.0)        (1,167.1)             -          (6,186.4)
Other expense, net               -             -             -                -            (235.3)             -            (235.3)
                          ------------- ------------- -------------  ---------------  --------------- ---------------   ------------

     Earnings before income
     taxes                    125.6         621.7         232.7            510.0         15,351.9       (15,330.6)         1,511.3

Provision for income taxes     44.0         241.8          81.4            178.5          5,923.4        (5,963.6)           505.5
                          ------------- ------------- -------------  ---------------  --------------- ---------------   ------------
Net earnings                   81.6         379.9         151.3            331.5          9,428.5        (9,367.0)         1,005.8
  Dividends on redeemable
  preference shares        (1,191.0)           -             -                -                -               -          (1,191.0)
                          ------------- ------------- -------------  ---------------  --------------- ---------------   ------------

Net earnings available for
  ordinary shareholders $   (1,109.4)  $     379.9  $     151.3    $       331.5    $     9,428.5   $    (9,367.0)   $      (185.2)
                          ===========   ===========   ===========    =============    =============   =============     ============

</TABLE>


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)







<TABLE>
<CAPTION>



                                                                                   PREDECESSOR
                                                       --------------------------------------------------------------------
                                                                             AS OF DECEMBER 31, 1995
                                                       --------------------------------------------------------------------
                                                           Anticipated
                                                             Parent,
                                                           Co-Obligors           Non-Guarantor                Combined
                                                          and Guarantor          Subsidiaries                  Totals
                                                       --------------------  ---------------------  -----------------------

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

ASSETS

Current assets:
  Cash and equivalents                                $              -       $        12,586.9      $          12,586.9
  Accounts receivable, net                                           -                60,006.4                 60,006.4
  Inventories                                                        -               101,454.5                101,454.5
  Other current assets                                               -                 1,340.3                  1,340.3
                                                   ------------------------------------------------------------------------
     Total current assets                                            -               175,388.1                175,388.1
                                                   ------------------------------------------------------------------------
 Noncurrent assets:
  Property, plant and equipment, net                                 -                60,024.6                 60,024.6
  Other assets                                                       -                 1,236.1                  1,236.1
                                                   ------------------------------------------------------------------------
     Total noncurrent assets                                         -                61,260.7                 61,260.7
                                                   ------------------------------------------------------------------------
                                                      $              -       $       236,648.8      $         236,648.8
                                                   ========================================================================


LIABILITIES AND EQUITY

 Current liabilities:
  Accounts payable                                    $              -       $        28,409.1      $          28,409.1
  Accrued liabilities                                                -                16,917.8                 16,917.8
  Taxes payable                                                      -                 2,681.5                  2,681.5
                                                   ------------------------------------------------------------------------
     Total current liabilities                                       -                48,008.4                 48,008.4
                                                   ------------------------------------------------------------------------
 Noncurrent liabilities:
  Deferred income taxes                                              -                 1,225.0                  1,225.0
  Due to former parent                                               -                33,562.4                 33,562.4
  Other noncurrent liabilities                                       -                 2,392.2                  2,392.2
                                                   ------------------------------------------------------------------------
     Total noncurrent liabilities                                    -                37,179.6                 37,179.6
                                                   ------------------------------------------------------------------------
 Commitments and contingencies
 Total equity                                                        -               151,460.8                151,460.8
                                                   ------------------------------------------------------------------------

                                                      $              -       $       236,648.8      $         236,648.8
                                                   ========================================================================

</TABLE>


Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                      ---------------------------------------------------------------------------------------------
                                                                          Successor as of December 27, 1996
                                       ---------------------------------------------------------------------------------------------
                                                   Co-Obligors and Guarantor Subsidiaries
                                               ----------------------------------------------
                                         Euramax      Amerimax      Euramax       Euramax
                                       International  Holdings,     European      European      Non-
                                           plc          Inc.      Holdings plc Holdings, B.V. Guarantor                 Consolidated
                                        (Parent)     (Guarantor)  (Co-obligor)  (Co-obligor) Subsidiaries Eliminations     Totals
                                       ------------- ----------- ----------- --------------  ------------ ------------   -----------

                                                                                       ASSETS
<S>                                   <C>            <C>          <C>       <C>           <C>           <C>            <C>

Current assets:
  Cash and cash equivalents           $      123.7   $       -    $     -   $        -    $  12,392.0    $       -     $  12,515.7
  Accounts receivable, net                      -            -          -            -       60,766.7            -        60,766.7
  Inventories                                   -            -          -            -       87,237.1          (2.0)      87,235.1
  Deferred income taxes                         -            -          -            -        1,483.5            -         1,483.5
  Other current assets                          -            -          -            -        1,349.9            -         1,349.9
                                       ------------- ------------ ---------- ------------  ------------  ------------  -------------
     Total current assets                    123.7           -          -            -      163,229.2          (2.0)     163,350.9
Property, plant and equipment, net              -            -          -            -      107,338.3            -       107,338.3
Amounts due from parent / affiliates      71,172.1           -          -       3,685.9      34,074.1     (108,932.1)           -
Goodwill                                        -            -          -            -       40,925.8            -        40,925.8
Investment in consolidated                38,998.2    142,742.8   33,205.2     37,026.3     114,667.9     (366,640.4)           -
Other assets                               7,561.3      3,476.3      852.7      1,102.4       2,685.0            -        15,677.7
                                       ------------- ------------ ------------ ----------  ------------  ------------  -------------
                                      $  117,855.3  $ 146,219.1  $34,057.9  $  41,814.6   $ 462,920.3    $(475,574.5)  $ 327,292.7
                                       ============= ==========  =========== ============  ============  ============  =============

                                                                        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                    $         -    $      -    $     -    $       -    $  38,221.4    $       -     $  38,221.4
  Accrued expenses                         2,329.8       500.0      694.6        898.0      19,571.5            -        23,993.9
  Income taxes payable                    (2,038.1)         -          -            -        3,555.0            -         1,516.9
  Current maturities of long-term debt          -           -          -            -        2,000.0            -         2,000.0
                                       ------------- ----------- ----------- ------------  -----------  ------------  -------------
     Total current liabilities               291.7       500.0      694.6        898.0      63,347.9            -        65,732.2
Long-term debt, less current              80,200.0    25,000.0   23,900.0     30,900.0      49,740.0            -       209,740.0
Amounts due to parent/affiliates                -    102,739.1      629.7           -        5,170.5     (108,539.3)           -
Other liabilities                               -           -          -            -        4,721.7            -         4,721.7
Deferred income taxes                           -           -          -            -        9,735.2            -         9,735.2
                                       ------------- ----------- ----------- ------------  -----------  ------------  -------------
     Total liabilities                    80,491.7   128,239.1   25,224.3     31,798.0     132,715.3     (108,539.3)    289,929.1
                                       ------------- ----------- ----------- ------------  -----------  ------------  -------------
Redeemable preference shares              35,191.0          -          -            -             -             -        35,191.0
                                       ------------- ----------- ----------- ------------  -----------  ------------  -------------
Ordinary shareholders' equity:
  Ordinary shares                          1,000.0          -         78.2        23.4          74.5         (176.1)      1,000.0
  Paid-in capital                               -     17,000.0     6,921.8     9,076.6     314,751.0      347,749.4)           -
  Retained earnings (deficit)               (185.2)      980.0       486.7       838.3      13,614.6      (15,919.6)       (185.2)
  Cumulative foreign translation           1,357.8          -      1,346.9        78.3       1,764.9       (3,190.1)      1,357.8
  adjustment                           ------------- ----------- ----------- -------------  -----------  ------------  -------------


  Total ordinary shareholders' equity      2,172.6     17,980.0    8,833.6    10,016.6     330,205.0     (367,035.2)      2,172.6
                                       ------------- ----------- ----------- -------------  -----------  ------------  -------------
                                      $  117,855.3   $146,219.1  $34,057.9   $41,814.6    $462,920.3    $(475,574.5)  $ 327,292.7
                                       ============= =========== =========== ============= ============  ============  =============

</TABLE>





<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)



<TABLE>
<CAPTION>
                                                                                       PREDECESSOR

                                                                 ------------------------------------------------------------
                                                                             FOR THE YEAR ENDED DECEMBER 31, 1994
                                                                 ------------------------------------------------------------
                                                                    Anticipated
                                                                      Parent,
                                                                    Co-Obligors
                                                                        and           Non-Guarantor
                                                                     Guarantor         Subsidiaries        Combined Totals
                                                                 ---------------   ------------------  ---------------------
<S>                                                             <C>                <C>                 <C>

 Cash flows from operating activities:
     Net earnings (loss)                                        $       -          $      17,181.3     $    17,181.3
     Reconciliation of net earnings to net cash provided by
          operating activities:
              Depreciation and amortization                             -                  7,672.2           7,672.2
              Provision for doubtful accounts                           -                  1,451.4           1,451.4
              (Gain) loss on sales of assets                            -                    142.6             142.6
              Deferred income taxes                                     -                    603.7             603.7
              Changes in operating assets and liabilities               -                (18,729.6)        (18,729.6)
                                                                 -------------  -------------------  ----------------
                  Net cash provided by operating activities             -                  8,321.6           8,321.6
                                                                 -------------  -------------------  ----------------
 Cash flows from investing activities:
     Proceeds from sales of assets                                      -                  1,465.3           1,465.3
     Capital expenditures                                               -                 (9,594.5)         (9,594.5)
                                                                 ----------------------------------  ----------------
                  Net cash used in investing activities                 -                 (8,129.2)         (8,129.2)
                                                                 -------------  -------------------  ----------------
 Cash flows from financing activities:
     Net change in due to former parent                                 -                  5,698.6           5,698.6
     Dividends paid                                                     -                   (111.2)           (111.2)
                                                                 -------------  -------------------  ----------------
                  Net cash provided by financing activities             -                  5,587.4           5,587.4
                                                                 -------------  -------------------  ----------------
 Effect of exchange rate changes on cash                                -                 (1,580.2)         (1,580.2)
                                                                 -------------  -------------------  ----------------
 Net increase in cash and equivalents                                   -                  4,199.6           4,199.6
 Cash and equivalents at beginning of year                              -                 30,919.4          30,919.4
                                                                 -------------  -------------------  ----------------
 Cash and equivalents at end of year                            $               $         35,119.0     $    35,119.0
                                                                 =============  =================== ================



</TABLE>

Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)





<TABLE>
<CAPTION>

                                                                                       PREDECESSOR

                                                             ---------------------------------------------------------------
                                                                            FOR THE YEAR ENDED DECEMBER 31, 1995
                                                             ---------------------------------------------------------------
                                                                       Parent,
                                                                     Co-Obligors         Non-Guarantor         Combined
                                                                    and Guarantor         Subsidiaries          Totals
                                                                 -------------------  -------------------- -----------------
<S>                                                             <C>               <C>                  <C>

 Cash flows from operating activities:
     Net earnings                                               $        -        $  19,658.3          $     19,658.3
     Reconciliation of net earnings to net cash provided by
          operating activities:
              Depreciation and amortization                              -            7,980.2                 7,980.2
              Provision for doubtful accounts                            -              388.2                   388.2
              Loss on sales of assets                                    -              146.7                   146.7
              Deferred income taxes                                      -             (526.0)                 (526.0)
              Changes in operating assets and liabilities                -          (21,681.3)              (21,681.3)
                                                                 ---------------  ------------         ---------------
                  Net cash provided by operating activities              -            5,966.1                 5,966.1
                                                                 ---------------  ------------         ---------------
 Cash flows from investing activities:
     Proceeds from sales of assets                                       -              177.0                   177.0
     Capital expenditures                                                -          (17,429.4)              (17,429.4)
                                                                 ---------------  ------------         ---------------
                  Net cash used in investing activities                  -          (17,252.4)              (17,252.4)
                                                                 ---------------  ------------         ---------------
 Cash flows from financing activities:
     Net change in due to former parent                                  -           (7,486.1)               (7,486.1)
     Dividends paid                                                      -           (4,037.3)               (4,037.3)
                                                                 ---------------  ------------         ---------------
                  Net cash used in financing activities                  -          (11,523.4)              (11,523.4)
                                                                 ---------------  ------------         ---------------
 Effect of exchange rate changes on cash                                 -              277.6                   277.6
                                                                 ---------------  ------------         ---------------
 Net decrease in cash and equivalents                                    -          (22,532.1)              (22,532.1)
 Cash and equivalents at beginning of year                               -           35,119.0                35,119.0
                                                                 ---------------  ------------         ---------------
 Cash and equivalents at end of year                            $        -        $  12,586.9          $     12,586.9
                                                                 ===============  ============         ===============

</TABLE>



Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)




<TABLE>
<CAPTION>





                                                                                               PREDECESSOR
                                                                    -------------------------------------------------------------
                                                                              FOR THE NINE MONTHS ENDED SEPTEMBER 25, 1996
                                                                    -------------------------------------------------------------
                                                                          ANTICIPATED
                                                                             PARENT
                                                                          CO-OBLIGORS
                                                                              AND         NON-GUARANTOR        COMBINED
                                                                           GUARANTOR       SUBSIDIARIES         TOTALS
                                                                    -------------------  -----------------  -------------
<S>                                                                   <C>             <C>                  <C>

 Cash flows from operating activities:
     Net earnings                                                     $      -        $   13,579.9         $   13,579.9
     Reconciliation of net earnings to net cash provided by
          operating activities:
              Depreciation and amortization                                  -            6,995.0               6,995.0
              Provision for doubtful accounts                                -              827.2                 827.2
              (Gain) loss on sales of assets                                 -             (168.3)               (168.3)
              Deferred income taxes                                          -             (338.7)               (338.7)
              Changes in operating assets and liabilities                    -             (654.3)               (654.3)
                                                                       --------------   --------------     --------------
                  Net cash provided by operating activities                  -           20,240.8              20,240.8
                                                                       --------------   --------------     --------------
 Cash flows from investing activities:
     Proceeds from sale of assets                                            -              233.0                 233.0
     Capital expenditures                                                               (11,517.5)            (11,517.5)
                                                                       --------------   --------------     --------------
                  Net cash used in investing activities                      -           (11,284.5)           (11,284.5)
                                                                       --------------   --------------     --------------
 Cash flows from financing activities:

    Net change in due to former parent                                       -           (20,973.0)           (20,973.0)
                                                                       --------------   --------------     --------------
                  Net cash used in financing activities                      -           (20,973.0)           (20,973.0)
                                                                       --------------   --------------     --------------
 Effects of exchange rate changes on cash                                    -              (677.4)              (677.4)
                                                                       --------------   ---------------    --------------
 Net decrease in cash and equivalents                                        -           (12,694.1)            (12,694.1)
 Cash and equivalents at beginning of period                                 -             12,586.9             12,586.9
                                                                        ------------    ---------------    --------------
 Cash and equivalents at end of period                                 $     -         $     (107.2)      $       (107.2)
                                                                         ===========    ===============    ==============

</TABLE>


Note:  Separate  columns for the  Anticipated  Parent,  the  Co-obligors and the
Guarantor  are not  presented as there were no amounts for such entities for the
periods shown.


<PAGE>


                   EURAMAX INTERNATIONAL PLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)


<TABLE>
<CAPTION>



                                                          SUCCESSOR FOR THE THREE MONTHS ENDED DECEMBER 27, 1996
                                     -----------------------------------------------------------------------------------------------
                                             CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                     -------------------------------------------------------
                                        Euramax                      Euramax      Euramax
                                       International Amerimax       European     European        Non-
                                          plc       Holdings, Inc. Holdings plc Holdings, B.V  Guarantor                Consolidated
                                       (Parent)     (Guarantor)    (Co-obligor) (Co-obligor    Subsidiaries  Eliminations  Totals
                                      -----------  -------------  ------------- -------------- ------------- ------------- ---------
<S>                                  <C>           <C>            <C>           <C>           <C>           <C>           <C>

Cash flows from operating activities
   Net earnings                      $  1,005.8    $     980.0    $     486.7   $    838.3    $  13,025.6   $ (15,330.6)  $ 1,005.8
   Reconciliation of net earnings to
     cash provided by (used in)
             operating activities:
     Depreciation and amortization         -                -             -            -          2,590.7          -       2,590.7
     Provision for doubtful accounts       -                -             -            -            221.3          -         221.3
     (Gain) loss on sales of assets        -                -             -            -             (7.4)         -          (7.4)
     Deferred income taxes                 -                -             -            -           (760.5)         -        (760.5)
     Equity in earnings of subsidiaries (2,640.4)      (1,542.8)       (958.3)    (1,448.0)      (8,741.1)     15,330.6        -
     Changes in operating assets and
       liabilities                         366.1          683.0         716.5        926.3       22,634.9          -      25,326.8
                                       -----------  -------------  -------------  ------------  ---------- ------------- -----------
          Net cash provided by (used in)
          operating  activities         (1,268.5)         120.2         244.9        316.6       28,963.5          -      28,376.7
                                       -----------  -------------  -------------  ------------  ---------- ------------- -----------
Cash flows from investing activities:
   Purchase of Fabricated Products     (35,000.0)    (141,200.0)    (30,900.0)   (35,500.0)     (41,713.0)     33,100.0 (251,213.0)
   Proceeds from sale of assets            -               -              -            -             91.6           -         91.6
   Capital expenditures                    -               -              -            -           (681.8)          -       (681.8)
                                       -----------  -------------  -------------  ------------  ---------- ------------- -----------
     Net cash used in investing
          activities                   (35,000.0)    (141,200.0)    (30,900.0)    (35,500.0)     (42,303.2)    33,100.0  (251,803.2)
                                       -----------  -------------  -------------  ------------  ---------- ------------- -----------
Cash flows from financing activities:
   Proceeds from long-term debt         80,200.0       44,000.0      23,900.0      30,900.0       56,000.0          -     235,000.0
   Proceeds from issuance of
    preference shares                   34,000.0           -             -            -               -             -      34,000.0
   Proceeds from issuance of ordinary    1,000.0       17,000.0                     9,100.0           -        (33,100.0)   1,000.0
     shares
   Deferred financing fees              (2,934.7)      (3,659.3)                   (1,130.7)      (1,330.7)         -      (9,930.0)
   Repayment of debt                        -         (19,000.0)         -            -           (6,163.5)         -     (25,163.5)
   Other                                    -              -             -            -           (1,555.0)         -      (1,555.0)
   Due to/from parent or affiliate     (75,873.1)     102,739.1                    (3,685.9)     (23,809.8)         -          -
                                       -----------  -------------  -------------  -----------  ------------ ------------ -----------
     Net cash provided by financing
       activities                       36,392.2      141,079.8      30,655.1      35,183.4       23,141.0     (33,100.0) 233,351.5
                                       -----------  -------------  -------------  -----------  ------------ ------------  ----------
   Effect of exchange rate changes on cash  -              -             -            -            2,697.9          -       2,697.9
                                       -----------  -------------  -------------  -----------  ------------ ------------  ----------
   Net increase in cash and equivalents    123.7           -             -            -           12,499.2          -      12,622.9
   Cash and equivalents at beginning of     -              -             -            -             (107.2)         -        (107.2)
   period
   Cash and equivalents at end of      -----------  -------------  -------------  -----------  ------------- -----------  ----------
   period                             $    123.7    $      -       $       -     $      -        $ 12,392.0   $      -    $12,515.7
                                       ===========  =============  =============  ===========  ============= ===========  ==========

Noncash investing and financing activities:
Dividends accrued on preference shares$  1,191.0    $        -     $       -     $      -        $    -       $      -     $1,191.0
                                       ===========  =============  =============  ===========  ============== ===========  =========
Supplemental cash flow information:
    Foreign income taxes paid, net    $       -     $        -     $       -     $      -        $      3.4   $      -     $    3.4
                                       ===========  =============  =============  ============  ============= ===========  =========
</TABLE>


                                      -23-

<PAGE>  


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

None.



                                    Part III

Item 10.  Directors and Executive Officers

The following sets forth certain information with respect to the persons who are
members  of the Board of  Directors  and key  officers  of the  Company  and its
subsidiaries.




Name                    Age                                 Position
                       -----   ----------------------------------------------
 J. David Smith         47     Chief Executive Officer, President and Director
 Frank T. Geist         51     Executive Vice President
 R. Scott Vansant       35     Vice President, Finance and Administration
 Mitchell B. Lewis      34     President, General Manager - Amerimax Building
                               Products, Inc.
 Neil E. Bashore        47     President, General Manager - Amerimax Home
                               Products, Inc.
 Jo Cuypers             56     Managing Director - Euramax Coated Products B.V.
 Roger A. Walters       55     Managing Director - Euramax Coated Products
                               Limited
 David C. Pugh          47     Managing Director - Ellbee Ltd.
 Joseph M. Silvestri    35     Director
 Richard M. Cashin      43     Director
 William Ty Comfort     30     Director
 Rolly van Rappard      35     Director
 Paul E. Drack          69     Director
 Stuart M. Wallis       51     Director, Non-executive Chairman


J. David Smith has been President of AFP, Amerimax  Fabricated  Products,  since
1990 and was  appointed a Vice  President of Alumax in 1994.  Mr. Smith became a
director of the Company in September  1996. Mr. Smith's career in the fabricated
products industry spans  twenty-five  years,  starting with various  operational
responsibilities  with Howmet Aluminum Corp. ("Howmet  Aluminum").  In 1983, Mr.
Smith joined Alumax as General Manager of the Building  Specialties Division and
became President of Alumax Home and Specialty Products Group in 1988.

Frank T. Geist has been Group Vice  President of AFP since 1993.  Prior to 1993,
Mr. Geist served as Vice  President,  General Manager of Amerimax Home Products,
Inc. Mr. Geist's career in the fabricated  products  industry began  twenty-five
years ago with various operational responsibilities with Howmet Aluminum.

R. Scott Vansant joined Alumax in 1991. From 1995 to 1996, Mr. Vansant served as
Director  of  Internal  Audit for  Alumax.  Mr.  Vansant  also served in various
operational positions with Alumax Building Products,  Inc., including serving as
Controller of the division from 1993 to 1995.  Prior to 1991, Mr. Vansant worked
as a Certified Public Accountant for Ernst & Young L.L.P.

Mitchell B. Lewis has been General Manager of Amerimax Building  Products,  Inc.
from 1993 to 1996 and Assistant General Manager of Amerimax  Building  Products,
Inc.  from 1991 to 1993.  Prior to 1991,  Mr. Lewis served as corporate  counsel
with Alumax.  Prior to joining Alumax, Mr. Lewis practiced law,  specializing in
mergers and acquisitions.



<PAGE>





Neil E. Bashore has been General  Manager of Amerimax Home  Products,  Inc. from
1993 to 1996. From 1981 to 1993, Mr. Bashore served as Manufacturing  Manager of
Amerimax Home Products,  Inc. and has served in other management  positions with
the since 1975.

Jo Cuypers has been Managing  Director of Euramax  Coated  Products  B.V.  since
1979. From 1970 to 1979, Mr. Cuypers served in various management positions with
Euramax Coated  Products B.V. Prior to joining Euramax Coated Products B.V., Mr.
Cuypers held several positions with other companies in related industries,  thus
bringing his total experience to nearly forty years.

Roger A. Walters has been  Managing  Director of Euramax  Coated  Products  Ltd.
since 1983.  Prior to 1983,  Mr.  Walters held various  technical and managerial
positions with Alcan, Inc. Mr. Walters has served on various trade  associations
and is currently  the  Chairman of the  Statistics  Group for the European  Coil
Coaters Association.

David C. Pugh has been Managing  Director of Euramax Ellbee Ltd. since 1996. Mr.
Pugh has held  several  positions  with  Alumax  over  the  past  twenty  years,
including Sales Director and Production Director of Euramax Ellbee Ltd.

Joseph M. Silvestri has been a director of the Company since its inception.  Mr.
Silvestri has been employed by Citicorp Venture Capital, Ltd. since 1990 and has
been a Vice President since 1995. Mr.  Silvestri is a director of  International
Media Group,  Polyfibron  Technologies,  Frozen  Specialties,  Glenoit Mills and
Triumph Group.

Richard M.  Cashin  became a director of the Company  upon  consummation  of the
Transactions.  Mr. Cashin has been employed by Citicorp  Venture  Capital,  Ltd.
since 1980 and has been a Managing Director since 1991. Mr. Cashin is a director
of Levitz Furniture Incorporated, Lifestyle Furnishings International, and Titan
Wheel International Inc.

William Ty Comfort  became a director of the Company  upon  consummation  of the
Transactions.  Mr. Comfort has been employed by CVC Capital Partners, Ltd. since
1995. Mr. Comfort is currently an Assistant Director.

Rolly van  Rappard  became a director of the Company  upon  consummation  of the
Transactions.  Mr. van Rappard has been  employed by CVC Capital  Partners  B.V.
since 1988 and has been a  Managing  Director  since  1993.  Mr. van  Rappard is
currently a director  of, among other  companies,  Saybolt  International  B.V.,
Docdata B.V. and Hoogenbosch Retail Group B.V.

Paul E. Drack  became a director  of the  Company in December  1996.  Mr.  Drack
retired from AMAX Inc. in December  1993 after  serving as  President  and Chief
Operating  Officer  from 1991.  From 1985 to 1991,  Mr.  Drack was  employed  in
various  positions  with Alumax Inc.  serving as President  and Chief  Executive
Officer from 1986.

Stuart M. Wallis became a Director of the Company in February,  1997. Mr. Wallis
served as Chief  Executive for Fisons plc from 1994 to 1995.  From 1989 to 1995,
Mr. Wallis served as Chief Executive in Europe for Bowater plc.



<PAGE>





Item 11.  Executive Compensation

The  following  table sets forth the  aggregate  cash  compensation  paid to, or
accrued by the Company for the Company's  executive officers who earned $100,000
or more during the year ended December 27, 1996.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                             Annual Compensation
                                                                         ---------------------------
                                                                         ---------------------------
<S>                                                                   <C>           <C>         <C>    
                                                                                                   All Other
Name and Principal Position                                           Salary         Bonus      Compensation(1)

J. David Smith, Chief Executive Officer, President and Director...    $174,855      $93,840     $6,696
Frank T. Geist, Executive Vice President..........................    $137,436      $65,563     $5,756
</TABLE>

-----------

     (1)  Other  compensation   consists  entirely  of  the  Company's  matching
contributions to 401(k) plans.

The  Company  has not granted  any  options or stock  appreciation  rights.  The
Company has no long-term incentive plans.

Retirement Plans

See  Note 9 to the  Financial  Statements  for a  description  of the  Company's
retirement plans. Additionally, the Company has adopted an unfunded supplemental
executive  retirement  plan (the  "SERP") for Mr.  Smith and Mr.  Geist which is
designed to supplement  benefits  payable under other plans of the Company.  The
annual benefit, payable in the form of a life annuity, is $110,000 for Mr. Smith
and $45,000 for Mr. Geist upon  retirement  at age 65. Annual  benefits  payable
under  the  SERP  are  reduced  for  participants  retiring  before  age  65.  A
participant's  benefits  under the SERP are not vested  until the earlier of the
date the  executive  attains  age 55,  dies,  becomes  totally  and  permanently
disabled,  or the  occurrence of a  change-in-control.  If the employment of Mr.
Smith or Mr.  Geist with the  Company  terminates,  for any  reason,  before his
benefits  have  vested,  Messrs.  Smith and Geist  will not be  entitled  to any
benefits under the SERP.

Compensation of Directors

Directors  who are not  executive  officers of the  Company  are  entitled to an
annual fee of $15,000.  Directors  are  reimbursed  for  out-of-pocket  expenses
incurred in connection with attending meetings.

Employment Agreements

Mr. Smith is party to an employment  agreement with the Company which expires on
September  25,  1997.  The  agreement  provides for a minimum  annual  salary of
$212,000 and bonuses based on the  achievement of certain  operating  income and
return on asset targets  established by the Board of Directors of the Company in
consultation  with Mr. Smith.  Subject to certain  exceptions,  in the event Mr.
Smith is  terminated  by the Company  (other than for cause),  Mr. Smith will be
entitled  to  receive  his  annual  salary  for a period of  twenty-four  months
following the date of such termination.

Mr. Geist is party to an employment  agreement with the Company which expires on
September  25,  1997.  The  agreement  provides for a minimum  annual  salary of
$165,000 and bonuses based on the  achievement of certain  operating  income and
return on asset targets  established by the Board of Directors of the Company in
consultation  with Mr. Geist.  Subject to certain  exceptions,  in the event Mr.
Geist is  terminated  by the Company  (other than for cause),  Mr. Geist will be
entitled  to  receive  his  annual  salary  for a period of  twenty-four  months
following the date of such termination.

Each of the Employment  Agreements also require the Company to maintain benefits
for Mr. Smith and Geist equal to: (i) basic and  supplemental  life insurance in
total equal to 4-1/2 times base pay,  (ii)  accidental  death and  dismemberment
insurance  equal to  4-1/2  times  base  pay,  and  (iii)  long-term  disability
insurance equal to 2/3 base pay plus target bonus.




<PAGE>





Management Equity Participation

In connection with the Acquisition, in order to provide financial incentives for
certain of its employees,  the Company  provided for certain rights with respect
to the Ordinary  Shares and the  Preference  Shares  purchased by the Management
Investors.  On the Closing Date, the Management Investors purchased an aggregate
of  approximately  $1.0 million of Ordinary  Shares and Preference  Shares.  The
Ordinary Shares and Preference Shares of the Management Investors are subject to
certain call provisions  exercisable by the Company and/or the Investor Group in
the event of the  termination  of a Management  Investor's  employment  with the
Company and its subsidiaries.

Description of Preference Shares

As part of the Transactions, the Company issued 34,000,000 Preference Shares for
a purchase  price of $34.0  million  (the  "Liquidation  Value") to the Investor
Group, the Management Investors and an affiliate of Paribas. Dividends accrue on
the Preference  Shares at a rate of 14% per annum and accumulate and compound on
a quarterly basis. Upon the Closing Date, the Company had outstanding  1,000,000
Ordinary Shares and 34,000,000  Preference  Shares.  The Preference  Shares rank
prior to the Ordinary  Shares upon  liquidation  and in respect of dividends and
redemption.  The vote of 66 2/3% of the holders of the Preference Shares, voting
as a  separate  class,  is  required  to (i) cause  the  Company  to direct  its
subsidiaries  to make  distributions  to the  Company  sufficient  to enable the
Company to pay dividends on the Preference  Shares and (ii) cause the redemption
of the  Preference  Shares  upon the  occurrence  of certain  events.  Except as
described  in the  foregoing  and as otherwise  required by law, the  Preference
Shares are not entitled to vote. The Preference  Shares are subject to mandatory
redemption on December 31, 2007. Upon redemption,  a holder of Preference Shares
is  entitled  to  receive  for each  Preference  Share  redeemed  its per  share
Liquidation Value plus accrued and unpaid dividends.





<PAGE>





Item 12.  Security Ownership of Certain Beneficial Owners and Management

The  table  below  sets  forth  certain  information  regarding  the  beneficial
ownership of the Ordinary Shares and the Preference  Shares as of May 1, 1997 by
(i) each person who is known to the Company to be the  beneficial  owner of more
than 5% of either class, (ii) each director,  (iii) each named executive officer
of the Company,  and (iv) all executive officers and directors of the Company as
a group.  Except as set forth  below,  the  stockholders  listed below have sole
voting and  investment  power with respect to all shares  shown as  beneficially
owned by them.

<TABLE>
<CAPTION>

                                                        Number of           Percentage of           Number of      Percentage of
      Name and Address of Beneficial Owner           Ordinary Shares       Ordinary Shares      Preference Shares  Preference Shares
-------------------------------------------------  -------------------  ---------------------  ------------------- -----------------
<S>                                                  <C>                        <C>             <C>               <C>    

ACP (1)                                                400,800                  40.1%           14,939.200        43.9%
   6099 Riverside Drive, Suite 201
   Dublin, Ohio 43017

CVC Europe                                             396,000                  39.6%           14,904,000        43.8%
   P.O. Box 87
   18 Grenville Street
   St. Helier, Jersey
   JE4 8PX, Channel Islands

Banque Paribas                                          88,000                   8.8%            3,312,000         9.7%
   787 7th Avenue
   New York, NY 10019

J. David Smith                                          18,000                   1.8%              132,000           .4
   5731 Mt. Repose Lane
   Norcross, GA 30092

Frank T. Geist                                          14,400                   1.4%              105,600           .3
   6005 State Bridge Rd., #517
   Duluth GA 30136

Joseph M. Silvestri (2)                                      0                      *                    0            *
Richard M. Cashin (2)                                        0                      *                    0            *
William Ty Comfort                                           0                      *                    0            *
Rolly van Rappard (2)                                        0                      *                    0            *
Stuart M. Wallis                                             0                      *                    0            *
Executive Officers and Directors as a Group             82,800                   8.3%              607,200         1.9%
(14 persons)                                      -------------------  ---------------------  -------------------  -----------

</TABLE>

* Less than 1%

 -----------

(1)ACP is an affiliate of Citicorp Venture Capital, Ltd.

(2)Does not include  396,000  ordinary shares and 14,904,000  Preference  Shares
held by CVC Europe.  Messrs.  Silvestri,  Cashin and van Rappard are officers of
affiliates of CVC Europe.

Item 13.  Certain Relationships and Related Transactions

Shareholders Agreement and Articles of Association

On the Closing Date, the Company,  the Investor Group, the Management  Investors
and  an  affiliate  of  Paribas  entered  into  a  shareholders  agreement  (the
"Shareholders  Agreement") which contains certain  agreements among such parties
with respect to the equity  interests and  corporate  governance of the Company.
The Board of Directors of the Company is comprised of seven members. ACP and CVC
Europe  each have the right to appoint  two  directors.  J. David Smith is to be
re-appointed  a  director  for as long as he is Chief  Executive  Officer of the
Company.  Pursuant to the Shareholders Agreement and the Articles of Association
of the Company,  the  disposition of Ordinary  Shares and  Preference  Shares is
restricted.  The  Shareholders  Agreement and the Articles of  Association  also
contain  certain  participation  rights,  approval  rights  and  rights of first
refusal  exercisable  by ACP and CVC  Europe  in the event of  certain  sales or
proposed sales of equity interests by the other.

The holders of 5% of the Company's  Common Stock, as well as the named executive
officers,  paid one dollar for each share  listed  opposite  their names  during
fiscal 1996. See "Item 12. Security  Ownership of Certain  Beneficial Owners and
Management."



<PAGE>





Registration Rights Agreement

On the Closing Date, the Company  entered into a registration  rights  agreement
(the   "Registration   Agreement")  with  certain  of  the  Company's   existing
shareholders.  Pursuant  to  the  terms  of  the  Registration  Agreement,  such
shareholders  have the right to require the Company,  at the Company's sole cost
and expense and subject to certain limitations, to register under the Securities
Act or list on any internationally  recognized stock exchange all or part of the
Ordinary Shares held by such shareholders (the  "Registrable  Securities").  All
such  shareholders  will be entitled to participate in all  registrations by the
Company or other  shareholders,  subject to certain  limitations.  In connection
with all such registrations,  the Company has agreed to indemnify all holders of
Registrable Securities against certain liabilities,  including liabilities under
the  Securities  Act and other  applicable  state or  foreign  securities  laws.
Registrations   pursuant  to  the  Registration   Agreement  will  be  made,  if
applicable,  on the  appropriate  registration  form  and  may  be  underwritten
registrations.

Part IV

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

(a)(1) The following  consolidated financial statements of Euramax International
plc and its subsidiaries are included in Part II, item 8:

       Report of Independent Accountants

       Consolidated Balance Sheets at December 27, 1996 and December 31, 1995

       Consolidated  Statements of Earnings for three months ended  December 27,
       1996 (successor period),  for the years ended December 31, 1994 and 1995,
       and for the nine months ended September 25, 1996 (predecessor periods).

       Consolidated  Statements  of Changes in Equity for the three months ended
       December 27, 1996 (predecessor  period), for the years ended December 31,
       1994  and  1995,  and  for the  nine  months  ended  September  25,  1996
       (predecessor periods).

       Consolidated Statements of Cash Flows for the three months ended December
       27, 1996 (predecessor  period), for the years ended December 31, 1994 and
       1995,  and for the nine months  ended  September  25,  1996  (predecessor
       periods).

       Notes to consolidated financial statements

(a)(2) Financial Statement Schedule

       Report of Independent Accountants

       Schedule II - Valuation Account

(b) The  Company  filed no reports on Form 8-K  during  the three  months  ended
December 27, 1996.

(c)    Exhibits:

3.1*     Articles of Association of Euramax International plc

3.2*     Memorandum and Articles of Association of Euramax European Holdings plc

3.3*     Articles of Association of Euramax International B.V.

3.4*     Articles of Incorporation of Amerimax Holdings, Inc.

3.5*     Bylaws of Amerimax Holdings, Inc.



<PAGE>







4.3*     Indenture, dated as of September   25,  1996,   by  and  among  Euramax
         International  plc,  Euramax  European  Holdings plc,  Euramax European
         Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank, as
         Trustee.

4.4*     Deposit Agreement, dated as of September 25, 1996, by and among Euramax
         International  plc,  Euramax  European  Holdings plc,  Euramax European
         Holdings B.V., and The Chase Manhattan Bank, as book-entry depositary

4.5*     Registration  Rights Agreement,  dated as of September 25, 1996, by and
         among Euramax International plc, Euramax European Holdings plc, Euramax
         European  Holdings  B.V.,  Amerimax  Holdings,  Inc.  and  J.P.  Morgan
         Securities Inc. and Goldman Sachs & Co.

4.6*     Purchase Agreement dated as of September 18, 1996, by and among Euramax
         International  Ltd.,  Euramax European Holdings Ltd.,  Euramax European
         Holdings B.V., Amerimax Holdings,  Inc. and J.P. Morgan Securities Inc.
         and Goldman Sachs & Co.

10.1*    Purchase  Agreement,  dated as of June 24, 1996, by and between Euramax
         International Ltd. and Alumax Inc.

10.2*    Executive Employment Agreement,  dated as of September 25, 1996, by and
         between J. David Smith and Euramax International plc

10.3*    Executive Employment Agreement,  dated as of September 25, 1996, by and
         between Frank T. Geist and Euramax International plc

10.4*    Credit Agreement, dated as of September 25, 1996, by and among Amerimax
         Fabricated  Products,  Euramax Holdings  Limited,  Euramax Europe B.V.,
         Euramax  Netherlands  B.V., as Borrowers;  Euramax  International  plc,
         Amerimax  Holdings,   Inc.,  Euramax  European  Holdings  plc,  Euramax
         European  Holdings  B.V.,  Euramax  Europe Limited and certain of their
         operating  subsidiaries,  as other Loan  Parties;  Banque  Paribas,  as
         Agent,  as a Lender  and as the  Issuer;  and the other  lenders  named
         therein.

10.5*    Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Holdings, Inc. in favor of Banque Paribas, as agent

10.6*    Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Fabricated Products, Inc. in favor of Banque Paribas, as agent

10.7*    Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Home Products, Inc. in favor of Banque Paribas, as agent

10.8*    Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Building Products, Inc. in favor of Banque Paribas, as agent

10.9*    Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Coated Products, Inc. in favor of Banque Paribas, as agent

10.10*   Domestic Security Agreement, dated as of September 25, 1996, by Johnson
         Door Products, Inc. in favor of Banque Paribas, as agent

10.11*   Domestic  Security  Agreement,  dated  as of  September  25,  1996,  by
         Amerimax Specialty Products, Inc. in favor of Banque Paribas, as agent

10.12*   Domestic Subsidiary  Guaranty,  dated as of September 25, 1996, by each
         of Amerimax Home Products,  Inc.,  Amerimax Specialty  Products,  Inc.,
         Amerimax Building Products,  Inc., Amerimax Coated Products and Johnson
         Door  Products,  Inc. in favor of the  Guarantied  Parties  referred to
         therein



<PAGE>







10.13*   U.S.  Holdings  Guaranty,  dated as of September  25, 1996, by Amerimax
         Holdings, Inc. in favor of the Guaranteed Parties referred to therein

10.14*   U.S.  Holdings  Pledge  Agreement,  dated as of September  25, 1996, by
         Amerimax Holdings, Inc., to Banque Paribas, as Agent

10.15*   U.S.  Operating  Co.  Guaranty,  dated as of  September  25,  1996,  by
         Amerimax Fabricated  Products,  Inc. in favor of the Guarantied Parties
         referred to therein

10.16*   U.S.  Operating Co. Pledge Agreement dated as of September 25, 1996, by
         Amerimax Fabricated Products, Inc. to Banque Paribas, as Agent

10.17*   Euramax  Assignment  Agreement,  dated as of  September  25,  1996,  by
         Euramax International plc in favor of Banque Paribas, as Agent

10.18*   Euramax  Pledge  Agreement,  dated as of September 25, 1996, by Euramax
         International plc to Banque Paribas, as Agent

10.19*   Building Products Pledge Agreement,  dated as of September 25, 1996, by
         Amerimax Building Products, Inc. to Banque Paribas, as Agent

10.20*   Dutch  Holdings  Guaranty,  dated as of September  25, 1996, by Euramax
         European  Holdings B.V. in favor of the Guarantied  Parties referred to
         therein

10.21*   Dutch  Company  Guaranty,  dated as of September  25, 1996,  by Euramax
         Netherlands  B.V.,  in  favor of the  Guarantied  Parties  referred  to
         therein

10.22*   Dutch  Operating  Co.  Guaranty,  dated as of September  25,  1996,  by
         Euramax  Europe B.V., in favor of the  Guarantied  Parties  referred to
         therein

10.23*   Dutch Subsidiary  Guaranty,  dated as of September 25, 1996, by Euramax
         Coated  Products B.V., in favor of the Guarantied  Parties  referred to
         therein

21.1     Subsidiaries of Euramax International plc

27       Financial Data Schedule



-------------------------------------
*  Incorporated  by  reference  to the  Exhibit  with  the  same  number  in the
   Registrant's  Registration  Statement  on Form S-4  (333-05978)  which became
   effective on February 7, 1997.


<PAGE>





                                   SIGNATURES

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

                            EURAMAX INTERNATIONAL plc



By:  /S/ J. David Smith          Chief  Executive Officer and President
     ------------------          
         J. David Smith

Dated:  May 8, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below  by  the   following   persons  on  behalf  of  Euramax
International plc and in the capacities and on the dated indicated.
<TABLE>
<CAPTION>


              Signature                     Title                                                Date
<S>  <C>                                    <C>                                                  <C>    

By:           /S/ J. David Smith            Chief  Executive Officer, President and Director     May 8, 1997
     --------------------------------
              J. David Smith


By:           /S/ R. Scott Vansant           V.P. Finance and Administration and Secretary        May 8, 1997
     --------------------------------
              R. Scott Vansant               (Principal Financial and Accounting Officer)


By:           /S/ Richard M. Cashin          Director                                            May 8, 1997
     --------------------------------
              Richard M. Cashin


By:           /S/ Joseph M. Silvestri        Director                                            May 8, 1997
     --------------------------------
              Joseph M. Silvestri


By:           /S/ William Ty Comfort         Director                                            May 8, 1997
     --------------------------------
              William Ty Comfort


By:           /S/ Rolly Van Rappard          Director                                            May 8, 1997
     --------------------------------
              Rolly Van Rappard


By:           /S/ Paul E. Drack              Director                                            May 8, 1997
     --------------------------------
              Paul E. Drack


By:           /S/ Stuart M. Wallis           Director                                            May 8, 1997
     --------------------------------
              Stuart M. Wallis

</TABLE>

<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors and Shareholders
Euramax International plc and Subsidiaries




In connection with our audit of the consolidated financial statements of Euramax
International  plc and  Subsidiaries  as of December  31, 1995 and  December 27,
1996, and the related consolidated statements of earnings and cash flows for the
years ended December 31, 1994 and 1995, the nine months ended September 25, 1996
and the three months ended  December 27, 1996,  which  financial  statements are
included in the Form 10-K, we have also audited the financial statement schedule
listed in Item 14(a)(2) herein.

In our opinion,  this financial statement schedule,  when considered in relation
to the basic financial  statements  taken as a whole,  presents  fairly,  in all
material respects, the information required required to be included therein.



COOPERS & LYBRAND LLP


Atlanta Georgia
April 4, 1997


<PAGE>
Euramax International plc
Valuation and Qualifying Accounts

Dollars in Thousands
<TABLE>
<CAPTION>

                                                                                         Charged to
                                                                           Charged to      other
                                                             Balance at    costs and     accounts -   Deductions -
                 Description                  Classification beginning      expenses    describe (1)    describe     Balance at end
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>          <C>              <C>            <C>          <C>            <C>       
For the 9 months ended September 25, 1996     A/R, net     ($2,582.0)       ($827.2)       ($43.5)        $390.7         ($3,062.0)
Allowance for doubtful accounts

For the 3 Months ended December 27, 1996      A/R, net     ($3,062.0)       ($221.3)      ($143.3)         $22.4         ($3,404.2)
Allowance for doubtful accounts

For the year ended December 31, 1995          A/R, net     ($3,940.6)       ($388.2)        ($0.0)      $1,746.8         ($2,582.0)
Allowance for doubtful accounts

</TABLE>

Note:
(1)  Changes due to foreign currency translation adjustment.

421258.1