---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

|/x/ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999
|--- | --------------------------------------------------------------------------------------------------------------------------------
|/ / | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                        

Commission File Number: 333-05978

---

EURAMAX INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                  |  | 58-2502320(I.R.S. Employer
Identification No.)
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------
|5445 Triangle Pkwy Suite 350, Norcross, Georgia(address of principal executive offices) |  | 30092(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 March 23, 2000, Registrant has outstanding 45,567,312 shares of Class A common stock and 4,434,680 shares of Class B common stock.

Page
1 of 91 pages
Exhibit Index begins on page 85

---

---



## 

Note Regarding Private Securities Litigation Reform Act:Statements contained in this Form 10-K that are not
historical facts include forward-looking statements that are subject to the safe harbor rules created by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included or incorporated by reference in this Form 10-K which address activities, events or developments which Euramax International, Inc. and subsidiaries
(the "Company" or "Euramax") expect or anticipate will or may occur in the future, including statements regarding the Company's competitive position, the risks of acquisition of businesses (including
limited knowledge of the businesses acquired and misrepresentations by sellers), changes in business strategy or development plans, cyclical demand for the Company's products, the supply and/or price
of aluminum and other raw materials, currency exchange rate fluctuations, the Company's ability to pass on price increases, the impact of environmental laws and regulations, the availability of
financing, reliance on key management personnel, ability to manage growth, the Company's expectations regarding the adequacy of current financing arrangements, loss of customers, quantitative and
qualitative disclosures about market risk, and other statements regarding future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical
facts are forward looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties which could cause actual results to differ significantly and materially from past results and from the Company's
expectations, including the risk factors discussed in this Form 10-K, Item 1 "Business," and Item 7 "Management's Discussion and Analysis of Financial Conditions and Results of
Operations," and other factors, many of which are beyond the control of the Company. Consequently, all of the forward looking statements made in this Form 10-K are qualified by
these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have
the expected consequences to or effects on the Company or its business or operations. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of
new information, future events or otherwise.

Part I

Item 1. Business

General

Euramax is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities strategically located in the United Kingdom
("U.K."), The Netherlands, France, and all major regions of the continental United States ("U.S."). Euramax's core products include specialty coated coils, aluminum recreational vehicle ("RV")
sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company's customers include
original equipment manufacturers ("OEMs") such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers;
distributors; industrial and architectural contractors; and home improvement contractors.

Euramax
operates downstream of producers of aluminum coil, aluminum extrusions, steel coil and aluminum ingot. These producers supply the Company with aluminum coil, aluminum extrusions and steel
coil. The Company sold approximately 168 and 266 million pounds of aluminum and steel, respectively, in 1999. To a lesser extent, the Company also distributes and fabricates products
manufactured from vinyl and fiberglass.

2



Euramax
is a national supplier in several of its key U.S. product lines and is one of the only national suppliers with in-house coil coating capabilities to supply aluminum sidewalls to RV
manufacturers and steel siding to manufactured housing customers. 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.

A
significant portion of the Company's sales are generated in niche markets where the Company has a leading market share, including aluminum RV sidewalls, metal raincarrying products and steel siding.
The Company believes that in 1999 it sold at least 60% and 79% of the aluminum sidewalls used by RV manufacturers in the U.S. and Europe, respectively. These estimates are based upon the Company's
sales volume of aluminum sidewalls used by RV manufacturers as a percentage of management's estimate of total sales volume for such products. In the same year, the Company sold aluminum and steel
raincarrying products to more than 35 of the largest 50 home center companies in the U.S. The Company believes that in 1999 it sold at least 83% of all metal Do-It-Yourself
raincarrying products sold to U.S. home centers. The Company also believes that it sold at least 62% of the steel siding sold to producers of manufactured housing in the U.S. Further, the Company's
acquisition of Fabral in 1997 (see "The Transactions") significantly increased its share of the agricultural roofing and siding market. These estimates are based upon the Company's sales volume of
metal raincarrying products sold to U.S. home centers, steel siding sold to producers of manufactured housing and agricultural roofing and siding sold to rural contractors as a percentage of
management's estimate of total sales volume for such products. Net sales for 1999 in the U.S. and Europe were $397.5 million and $199.3 million, respectively.

In
1999, the Company was reorganized to become a U.S. outbound multinational group. Formerly a multinational company incorporated in the U.K. under the name of Euramax International Limited, the new
parent holding company, Euramax International, Inc., is incorporated in the U.S. (see "The Transactions"). Euramax International Limited was formed in 1996 by (i) ACP Holding Company
("ACP"), an affiliate of Citicorp Venture Capital, Ltd. ("CVC") 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 CVC, the "Investor Group") to acquire certain portions of the fabricated products operations of Alumax Inc., pursuant to the Acquisition (defined
below). Alumax Inc. was acquired by Aluminum Company of America in 1998, and is hereafter referred to as "Alumax." In 1998, ACP, a limited Delaware partnership, distributed its holdings in
Euramax to the ACP partners (see Item 12 "Security Ownership of Certain Beneficial Owners and Management").

Business Strategy

The Company's strategy is to expand its leadership position as a producer of aluminum and steel products and to further diversify product offerings, customers and geographic
regions in which it operates. Since the Company's formation in 1996, Management has pursued a strategy of improving the Company's operations and profitability while positioning the Company for future
growth. Under this strategy, the Company is pursuing organic growth through product development, new territories and new customers. In addition, during 1997, the Company sold two businesses that did
not serve Management's strategy and acquired two businesses to enable it to offer complementary products and expand
its geographic coverage. Further, during 1999, the Company successfully completed three acquisitions allowing it to continue to expand its customer base and geographic markets (see "The
Transactions"). The Company expects to continue identifying and acquiring businesses as part of executing its strategy.

3



The Transactions

Acquisition of Alumax's fabricated products business in September 1996, and related financing

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 operated a portion of Alumax's fabricated
products business (the "Acquisition"). The purchase price of approximately $252.4 million, including acquisition expenses of $3.9 million and adjustments to give effect to certain items
including cash acquired and working capital, was allocated to the assets and liabilities of the Company based upon their fair market value at the date of the Acquisition under the purchase method of
accounting.

In
order to finance the purchase price, 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
(the "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").

The Reorganization

In December 1999, the Company completed a reorganization (the "Reorganization") whereby Euramax International, Inc., a Delaware corporation, was positioned as the
top holding company. Prior to the Reorganization, the parent company was Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales.

The
Reorganization was accomplished, in part, by means of a "scheme of arrangement" under section 425 of the United Kingdom Companies Act 1985, a U.K. judicial proceeding requiring the consent
of the registered holders of the Company's Notes, the lenders under the Company's Credit Agreement, and the holders of each class of shares of Euramax. As a result of the Reorganization, the new U.S.
holding company of the group, Euramax International, Inc., is the reporting company for the consolidated group. In addition, the new U.S. holding company, two new U.K. intermediate holding
companies and Amerimax Fabricated Products, Inc., an intermediate U.S. holding company, were added as guarantors on the Company's Notes, and certain covenants in the Company's Notes were
amended.

Acquisition of Fabral in July 1997

On July 17, 1997, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. acquired all of the issued and outstanding capital stock of Gentek
Holdings, Inc. and its subsidiary Gentek Building Products, Inc. (collectively "Gentek" or "Fabral") (the "Fabral Acquisition") for approximately $75.3 million. The purchase price
was financed through additional borrowings under the Credit Agreement which was amended to, among other items, increase borrowings available for the Fabral Acquisition. At the Fabral Acquisition date,
Gentek was comprised principally of Fabral, a division of Gentek
headquartered in Lancaster, Pennsylvania. Fabral is a manufacturer and distributor of steel and aluminum roofing and wall paneling products specifically for the agricultural, commercial and industrial
markets.

Acquisition of JTJ Laminating, Inc. in March 1997

On March 28, 1997, the Company's wholly owned subsidiary Amerimax Building Products, Inc. purchased all of the issued and outstanding capital stock of JTJ
Laminating, Inc. ("JTJ") for approximately $2.2 million, including transaction expenses of $100.0 thousand, along with the assumption of outstanding indebtedness of
$1.3 million. At the closing date, approximately $2.4 million was paid in cash, of which

4



$1.3 million
was used to extinguish outstanding indebtedness of JTJ. Of the remaining purchase price of $1.0 million, $200.0 thousand has been paid as of December 31, 1999,
and the remaining $800.0 thousand will be paid in equal installments over the next eight years. JTJ specializes in the lamination of fiberglass and other product offerings.

Acquisition of Unimet Manufacturing, Inc. in February 1999

On February 5, 1999, the Company's wholly owned subsidiary Amerimax Home Products, Inc. purchased certain assets related to the building materials business of
Unimet Manufacturing, Inc. ("Unimet") for approximately $3.3 million, including transaction expenses of approximately $135.4 thousand. Approximately $2.8 million was paid
in cash. The remaining purchase price of $500.0 thousand, representing consideration for certain non-compete agreements, is being paid in equal installments over the next five
years.

Acquisition of Color Clad plc in April 1999

On April 23, 1999, the Company's wholly owned subsidiary Euramax Coated Products Limited purchased all of the issued and outstanding capital stock of Color Clad plc
("Color Clad") for approximately $3.8 million, including transaction expenses of approximately $171.5 thousand. Color Clad is a manufacturer of aluminum exterior walls and roofs sold
primarily to U.K. RV manufacturers.

Acquisition of Atlanta Metal Products, Inc. in June 1999

On June 3, 1999, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. purchased all of the issued and outstanding capital stock of Atlanta
Metal Products, Inc. ("AMP") for approximately $15.6 million, excluding cash and including estimated adjustments for changes in working capital required by the purchase agreement and
approximately $641.0 thousand of transaction expenses. AMP is a manufacturer of metal raincarrying and roofing products sold primarily to the U.S. distributor market.

The
Color Clad and AMP acquisitions were financed through borrowings under the Credit Agreement, which was amended April 6, 1999. See Note 6 to the Consolidated Financial Statements.

Market Leadership and Diversity of Business

The Company's position as a leading international downstream producer of aluminum and steel products has historically 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 margins even though demand for certain products may be
affected by seasonality and 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 aluminum and steel sidewalls and siding to U.S. RV and manufactured housing producers. In addition, the Company believes that its 1999 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 have allowed it to develop new products and applications and to respond to 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.

5



Geographic diversity:The Company's sales span both the continental U.S. and Europe, which represented approximately 66.6% and 33.4% of
1999 net sales, respectively. The Company has manufacturing or distribution facilities strategically located in the U.K., The Netherlands, France and all major 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 5,000 customers, no single
customer accounted for more than 6.7% of net sales in 1999. The top ten customers accounted for approximately 26.0% of 1999 net sales and represented four 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 36 strategically located facilities, of which
30 are located in all major regions of the United States, and six are located in Europe. Euramax's network of facilities allows the Company to offer more comprehensive service than its regional
competitors and to meet the increasing demands of its customers for short delivery lead times.

Operating Segments

The Company's reportable segments, aggregated according to manufacturing process, are as follows: European roll coating, U.S. fabrication and European fabrication. Financial
information and other disclosures relating to the Company's operating segments are provided in Note 13 of the Consolidated Financial Statements. See, also, "Products and Customers."

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,
which minimizes reliance on third party processors. This provides certain cost benefits while enabling the Company to add new products on a timely basis. These capabilities provide certain marketing
and pricing advantages, including the ability to control delivery time and to develop new and customer-specific products in an 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.

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

Coating (painting and anodizing):Roll coating is the process of applying a variety of liquid coatings (primarily paint) to bare
aluminum or steel coil, providing a baked-on finish that is both protective and decorative. Approximately 139 million pounds of aluminum (80 million pounds in the European
roll coating segment and 59 million pounds in the U.S. fabrication segment) and approximately 122 million pounds of steel (21 million pounds in the European roll coating segment
and 101 million pounds in the U.S. fabrication segment) 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 three coating lines in the U.S. are primarily utilized for internal processing, while the five coating lines in Europe, located within two facilities, are utilized to supply roll
coated products to external customers. The Company's roll coating facility in Roermond, The Netherlands is one of only three facilities in the world capable of coating coil up to 100 inches in width.
The Roermond line services a variety of markets in which wide coated aluminum is becoming increasingly important. Wide coils provide customers with the opportunity to produce products

6



more
economically by reducing labor costs and requiring fewer joints and seams in their manufacturing processes.

Anodizing
is an electrochemical process that 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 in certain European facilities
included in the European fabrication segment, which fabricate bath and shower enclosures and automotive window trims.

Fabrication:After coating, much of the Company's coil, in both its U.S. and European fabrication segments, 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 in its U.S. fabrication segment to inject and laminate foam to provide insulation and rigidity to metal 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.

In
1995, the Company introduced laminated fiberglass products for use in the RV and transportation markets. The lamination process adheres fiberglass sheet to a wood or other solid substrate that
provides rigidity. Further, in March 1997, the Company acquired JTJ Laminating, Inc. (see Note 2 to Consolidated Financial Statements and "The Transactions") to further enhance
its fiberglass lamination capabilities and laminated product offerings for its U.S. fabrication segment.

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 to provide required services to its broad customer base in multiple geographic areas (see Note 13 to the Consolidated Financial Statements). Customers include:



7





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

|Products                                                                    |  | Primary Materials                  |  | Customers and End-Users                                                                                                                               |  | Primary Sales |  | Segments                     
|--------------------------------------------------------------------------- |  | ---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -----------------------------
|Specialty Coated Coils (painted aluminum and steel coils)                   |  | Aluminum, Steel                    |  | OEMs, RV Manufacturers, Transportation Industry Manufacturers, Various Building Panel Manufacturers                                                   |  | Europe        |  | European Roll Coating        
|Roofing & Siding (including vehicle sidewalls and building panels)          |  | Aluminum, Steel, Vinyl, Fiberglass |  | OEMs, RV Manufacturers, Manufactured Housing, Rural Contractors, Distributors, Industrial and Architectural Contractors, Home Improvement Contractors |  | U.S., Europe  |  | U.S. and European Fabrication
|Raincarrying Systems (gutters, downspouts)                                  |  | Aluminum, Steel, Vinyl             |  | Home Centers, Manufactured Housing, Rural Contractors, Home Improvement Contractors, Distributors                                                     |  | U.S.          |  | U.S. Fabrication             
|Soffit (roof overhangs), Fascia (trims), Flashing (roofing valley material) |  | Aluminum, Steel                    |  | Home Centers, Manufactured Housing, Rural Contractors, Industrial and Architectural Contractors, Home Improvement Contractors                         |  | U.S.          |  | U.S. Fabrication             
|Doors                                                                       |  | Aluminum, Fiberglass               |  | OEMs, RV Manufacturers, Distributors, Home Improvement Contractors                                                                                    |  | U.S., Europe  |  | U.S. and European Fabrication
|Windows                                                                     |  | Aluminum, Vinyl                    |  | OEMs, RV Manufacturers, Home Improvement Contractors, Transportation Industry Manufacturers                                                           |  | U.S., Europe  |  | U.S. and European Fabrication

8



The
following table sets forth the percentage of the Company's net sales attributable to its customers/ markets:

|                                         |  | Years Ended |  
|---------------------------------------- |  | ----------- | -
|
|OEMs                                     |  | 44.0        | %
|Rural Contractors                        |  | 20.4        | %
|Home Centers                             |  | 14.7        | %
|Manufactured Housing Producers           |  | 8.3         | %
|Distributors                             |  | 4.8         | %
|Home Improvement Contractors             |  | 4.4         | %
|Industrial and Architectural Contractors |  | 3.4         | %
|                                         |  |             |  
|                                         |  | 100.0       | %
|                                         |  |             |  

Original Equipment Manufacturers ("OEMs")

The Company supplies OEMs such as RV, commercial panel manufacturers and transportation industry 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 exterior walls and roofing panels. In addition, the Company supplies laminated aluminum and fiberglass panels
to RV manufacturers. The Company's acquisition of Color Clad in April 1999 supplemented its position as a supplier of aluminum exterior walls and roofs sold primarily to U.K. RV manufacturers.

The
Company believes its decorative coating capabilities in the U.S. and in Europe provide a distinct technological advantage. These capabilities enable the Company to paint a stripe or other
decorative pattern directly onto the aluminum sheet according to customer specifications. The alternative to a painted stripe is 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 does not offer the same graphics variety.

In
recent years, laminated fiberglass sidewalls have displaced aluminum sidewalls in the "towable" segment of the U.S. RV market. In response to demand for laminated products in the U.S. markets, in
1995, the Company opened a lamination line, which can laminate fiberglass and aluminum, among other materials, to a variety of substrates. In addition, in March 1997, the Company acquired JTJ
Laminating, Inc. to further enhance its fiberglass lamination capabilities and laminated product offerings in the U.S.

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.

Transportation
Industry Manufacturers:  In addition to supplying RV manufacturers and commercial panel manufacturers, the Company also supplies
manufacturers in the transportation industry in Europe with windows, sunroofs, frames and other interior components with decorative detailing.

9



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.

Rural Contractors

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. The Fabral Acquisition substantially increased the Company's sales to rural contractors. See Note 2 to the Consolidated Financial Statements and "The Transactions."

Home Centers

The Company's home center customers supply the well-established Do-It-Yourself ("DIY") market in the U.S., Canada, and the United Kingdom.
In the U.S., the Company sells building and construction products, such as residential rain-carrying systems, roof flashing products, soffits, fascias, and steel roofing and siding. In the
United Kingdom, the Company sells doors, screen door guards, bath enclosures, and shower, patio, and residential doors. These products, which are designed for ease of installation by DIY consumers,
are produced with aluminum, galvanized or painted steel, and 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 continue to exploit these
strengths to introduce additional DIY products that could be sold through this distribution channel. The Company's acquisition of Unimet assets in February 1999 allowed it to expand its
customer base for metal raincarrying systems sold to home centers. See Note 2 to the Consolidated Financial Statements and "The Transactions."

Manufactured Housing Producers

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
one of the few suppliers 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. While the Company enjoys a leading position in this market, recent trends show the annual amounts of steel siding sold to the manufactured housing industry to be declining. This
is primarily due to the availability of low-cost vinyl siding, which has aesthetic advantages over steel. To a lesser degree, the Company also distributes vinyl siding to certain customers
in the manufactured housing industry. In addition to steel siding, the Company also fabricates and supplies a variety of steel and aluminum trim components for manufactured home exteriors.

Distributors

The Company sells to distributors and stockists (the European equivalent of distributors), 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. Residential building products sold

10



through
distributors include a wide range of metal roof flashing materials, painted aluminum trim coil, raincarrying systems, fascia/soffit systems and drip edges. The Company's acquisition of AMP in
June 1999 enhanced its position as a supplier of metal raincarrying and roofing products to the distributor market in the U.S. See Note 2 to the Consolidated Financial Statements and
"The Transactions."

Home Improvement Contractors

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.

Industrial and Architectural Contractors

The Company sells various products to the architectural and industrial contractor markets including standing seam panels, siding, soffits and fascias. These products are
primarily produced from galvanized steel or aluminum.

Raw Materials

The Company's products are principally manufactured from aluminum coils and extrusions and steel coils. During 1999, approximately 168 million pounds of aluminum
products and approximately 266 million pounds of steel were sold. The proportion sold in 1999 by value is $309.5 million of aluminum and $171.6 million of steel. Steel weighs
approximately three times as much as the same volume of aluminum. In addition, during 1999, the Company sold $115.7 million of products manufactured from materials other than aluminum and
steel.

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 market place 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.

Approximately
52% of the Company's net sales are derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a high
degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in aluminum
prices. 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. Conversely, as aluminum prices decline, corresponding price reductions are typically passed on
to customers within the same time frame. Accordingly, the Company's net sales and margins on aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The
Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. At certain times, the Company enters into contracts for the purchase of
aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Historically, the Company has not engaged in extensive hedging activities intended to manage
long-term risks relating to movements in market prices of steel and aluminum raw materials. However, the Company has purchased, and expects from time to time to continue to purchase,
options to buy aluminum at a fixed price for a

11



portion
of its anticipated requirements. 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

Competition in the U.S. RV and manufactured housing markets comes primarily from one subsidiary of a large publicly held U.S. building products company. Other competition in
these markets, and other U.S. markets, comes largely from privately and publicly held companies that are generally 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 European environmental and occupational health and safety laws, including those which
relate to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste, and the remediation of contamination associated with the current and past 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
intended to reduce such risks.

Based
upon environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) 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,
results of operations or cash flows of the Company and its subsidiaries taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax 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 is 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 Item 7 "Management's Discussion and Analysis of Financial Condition and Results of
OperationEnvironmental Matters."

Employees

As of December 31, 1999, the Company employed 2,335 people of which 906 were employed in Europe and 1,429 were employed in the United States. Of these employees, 31%
were salaried and 69% were hourly employees. Manufacturing employees at four of the Company's U.S. manufacturing facilities are covered by collective bargaining agreements. The Company and its
subsidiaries are not a party to any material pending labor proceedings and believe that employee relations are satisfactory.

12



Risk Factors

The Company has substantial leverage.

The Company incurred significant debt in connection with the Acquisition and the Fabral Acquisition. As of December 31, 1999, the Company had outstanding indebtedness of
$221.3 million, and $65.1 million of equity. For the year ended December 31, 1999, the Company's ratio of earnings to fixed charges was 1.94 to 1. The Company's leveraged
financial position poses substantial risks to holders of the 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 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 June 2004. 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 (as
defined), may prohibit the Company from adopting any of these alternatives. See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and
Capital Resources."

Demand for many of the Company's products is cyclical.

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 market 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.

The Company depends upon 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 Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Notes are subordinated to Senior Debt.

The Notes and related guarantees given by Amerimax Holdings, Inc. and Amerimax Fabricated Products, Inc., U.S. holding company subsidiaries of Euramax, Euramax
International, Inc., as well as Euramax

13



International
Holdings Limited and Euramax Continental Limited, U.K. holding company subsidiaries, are contractually subordinated to all Senior Debt (as defined) including all obligations under the
Credit Agreement. In the event of a circumstance in which the contractual subordination provisions apply,
holders of the 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 31, 1999, the aggregate amount of consolidated indebtedness and other liabilities which the Notes are
effectively subordinated to is approximately $199.6 million, of which approximately $86.3 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 Notes, which are Euramax International Limited, Euramax European Holdings Limited and Euramax
European Holdings B.V. (collectively, the "Issuers") and the guarantors, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International, Inc., Euramax
International Holdings Limited and Euramax Continental Limited (the "Guarantors"), are holding companies and do not have any independent operations. Accordingly, the Notes and the Guarantees are
structurally subordinated to all existing and future indebtedness of the subsidiaries of the Issuers and the Guarantors, through which the Company's operations are conducted, including obligations
under the Credit Agreement. Subject to certain limitations, the Indenture permits 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.

There are substantial restrictions imposed on the Company by the Credit Agreement and the Indenture.

The Credit Agreement requires the Company to maintain specified financial ratios and meet certain financial tests, among other obligations, including a minimum interest
coverage ratio, a minimum fixed charge coverage ratio, a maximum leverage ratio, a minimum EBITDA (earnings before interest, taxes, depreciation and amortization) 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.

The Company's acquisition strategy may not be successful.

The Company has engaged in and continues to engage in evaluations of and discussions with potential acquisition candidates. Resulting transaction(s) may be financed by
incurring additional indebtedness which could be material. See "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. 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.

14



## 

The Company is subject to risk of currency exchange rate fluctuations and risks associated with international operations.

In
1999, approximately 33% of the Company's net sales were made outside the United States. The U.S. dollar value of the Company's non-U.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.

The Company is subject to strict environmental regulations.

The Company's U.S. and European facilities are subject to the requirements of federal, state, local and European 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 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" and Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of OperationsEnvironmental Matters."

The Company depends significantly 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 Item 10 "Directors, Executive Officers and Key Management."

The Company competes in highly competitive markets.

The markets in which the Company competes are highly competitive. In the United States, competition comes from both large and small publicly held and privately held companies.
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.

The Company is controlled by four shareholders.

Four shareholders, each owning greater than 5% of the Company's common stock, own approximately 80% of the Company's total common stock and collectively control the affairs and
policies of the Company. Circumstances may occur in which the interests of these shareholders could be in conflict with

15



the
interests of the holders of the Notes. In addition, these shareholders 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 Item 12 "Security Ownership of Certain Beneficial Owners and Management."

The Issuers may not be able to repurchase the Notes upon a 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 prohibits 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 Issuers 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.

16



Item 2. Properties

The Company's principal executive office and headquarters are located in Norcross, Georgia. The principal facilities of the Company as of December 31, 1999, are listed
below by operating segment:

|Facility                    |  | Function                 |  | Square Feet     
|--------------------------- |  | ------------------------ |  | ----------------
|U.S. Fabrication            |  |                          |  |                 
|Anaheim, CA                 |  | Manufacturing            |  | (Leased)        
|Bedford Park, IL            |  | Manufacturing            |  | (Leased)        
|Bloomsburg, PA              |  | Manufacturing            |  | (Leased)        
|Bristol, IN                 |  | Manufacturing            |  | (Owned)         
|Bristol, IN                 |  | Office                   |  | (Leased)        
|Cedar City, UT              |  | Manufacturing            |  | (Leased)        
|Dallas, TX                  |  | Office                   |  | (Leased)        
|Elkhart, IN                 |  | Manufacturing            |  | (Leased)        
|Elkhart, IN                 |  | Manufacturing            |  | (Leased)        
|Elkhart, IN                 |  | Manufacturing            |  | (Leased)        
|Grand Prairie, TX           |  | Manufacturing            |  | (Leased)        
|Gridley, IL                 |  | Manufacturing            |  | (Owned)         
|Idabel, OK                  |  | Manufacturing            |  | (Owned)         
|Jackson, GA                 |  | Manufacturing            |  | (Owned)         
|Kennesaw, GA                |  | Manufacturing            |  | (Owned)         
|Lancaster, PA               |  | Manufacturing            |  | (Owned)         
|Lancaster, PA               |  | Office and Manufacturing |  | (Owned)         
|Lawrenceville, GA           |  | Manufacturing            |  | (Leased)        
|Loveland, CO                |  | Manufacturing            |  | (Leased)        
|Mableton, GA                |  | Office and Manufacturing |  | (Owned)         
|Mansfield, TX               |  | Manufacturing            |  | (Owned)         
|Marshfield, Wl              |  | Manufacturing            |  | (Owned)         
|Moulton, AL                 |  | Manufacturing            |  | (Owned)         
|Norcross, GA                |  | Executive Offices        |  | (Leased)        
|Rathdrum, ID                |  | Manufacturing            |  | (Leased)        
|Romoland, CA                |  | Manufacturing            |  | (Owned)         
|Sacramento, CA              |  | Manufacturing            |  | (Leased)        
|Stayton, OR                 |  | Manufacturing            |  | (Leased)        
|Tifton, GA                  |  | Manufacturing            |  | (Leased)        
|Tifton, GA                  |  | Manufacturing            |  | (Leased)        
|West Sacramento, CA         |  | Manufacturing            |  | (Leased)        
|West Helena, AR             |  | Manufacturing            |  | (Owned)         
|European Roll Coating       |  |                          |  |                 
|Corby, England              |  | Office and Manufacturing |  | (Owned)         
|Roermond, The Netherlands   |  | Office and Manufacturing |  | (Owned)         
|European Fabrication        |  |                          |  |                 
|Pudsey, England             |  | Office and Manufacturing |  | (Owned & Leased)
|Andrezieux-Boutheon, France |  | Office and Manufacturing |  | (Owned)         
|Montreuil-Bellay, France    |  | Office and Manufacturing |  | (Owned)         
|Narbonne, France            |  | Redistribution Facility  |  | (Leased)        

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.

17



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, results of operations or cash flows 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

As discussed in Item 1 "BusinessThe Transactions," the Company completed a Reorganization in December 1999 which required the consent of the registered
holders of the Company's Notes, as well as the holders of each class of shares of Euramax International Limited. The requisite number of registered holders of the Notes and holders of each class of
shares of Euramax International Limited provided their consent to the Reorganization.

Part II

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

The Company issued Notes that were registered under the Securities Act of 1933 in March 1997.

In
December 1999, in connection with the Reorganization (see Item 1 "BusinessThe Transactions"), the 1,000,000 ordinary shares and 34,000,000 redeemable preference shares,
including accrued cumulative dividends, of Euramax International Limited were cancelled. Concurrent with that cancellation, the Company issued 50,001,992 shares of common stock to the former Euramax
International Limited shareholders. See Note 7 to the Consolidated Financial Statements. There is no established public trading market for any class of common equity of the Company. As of
December 31, 1999, there were 31 holders of record of the Company's 50,001,992 common stock.

The
credit agreement contains certain restrictions on the payment of cash dividends.

During
1999, no securities were sold by the Company.

Item 6. Selected Financial Data

Set forth below are selected 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 financial data for each of the three years
ended December 31, 1999, December 25, 1998, and December 26, 1997, the three months ended December 27, 1996, the nine months ended September 25, 1996, and the year
ended December 31, 1995 were derived from the audited Consolidated Financial Statements of the Company. Due to required adjustments to record the Acquisition under the purchase method of
accounting, the consolidated financial and other data for the period subsequent to the acquisition (the "Successor" periods) are 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 with Item 7 "Management's Discussion and Analysis of Financial Condition

18



and
Results of Operations" and the Consolidated Financial Statements and accompanying notes thereto included herein.

|                                                   |  | Successor |         | Predecessor |   | Predecessor |  
|-------------------------------------------------- |  | --------- | ------- | ----------- | - | ----------- | -
|
|
|Statement of Earnings Data:                        |  |           |         |             |   |             |  
|Net sales                                          |  | $         | 596,759 |             | $ | 616,219     |  
|                                                   |  |           |         |             |   |             |  
|Costs and expenses:                                |  |           |         |             |   |             |  
|Cost of goods sold                                 |  |           | 479,730 |             |   | 507,752     |  
|Selling and general                                |  |           | 57,986  |             |   | 49,881      |  
|Depreciation and amortization                      |  |           | 13,728  |             |   | 12,326      |  
|                                                   |  |           |         |             |   |             |  
|                                                   |  |           | 551,444 |             |   | 569,959     |  
|                                                   |  |           |         |             |   |             |  
|Earnings from operations                           |  |           | 45,315  |             |   | 46,260      |  
|Interest expense                                   |  |           | (22,369 | )           |   | (24,204     | )
|Interest income                                    |  |           | 563     |             |   | 557         |  
|Other income (expense)                             |  |           | (933    | )           |   | 524         |  
|                                                   |  |           |         |             |   |             |  
|Earnings before income taxes                       |  |           | 22,576  |             |   | 23,137      |  
|Provision for income taxes                         |  |           | 11,017  |             |   | 10,253      |  
|                                                   |  |           |         |             |   |             |  
|Earnings before extraordinary item                 |  |           | 11,559  |             |   | 12,884      |  
|Extraordinary item                                 |  |           |        |             |   |            |  
|                                                   |  |           |         |             |   |             |  
|Net earnings                                       |  |           | 11,559  |             |   | 12,884      |  
|Dividends on redeemable preference shares          |  |           | 6,381   |             |   | 5,957       |  
|                                                   |  |           |         |             |   |             |  
|Net earnings (loss) available for shareholders     |  | $         | 5,178   |             | $ | 6,927       |  
|                                                   |  |           |         |             |   |             |  
|Other Data:                                        |  |           |         |             |   |             |  
|Capital expenditures                               |  | $         | 13,358  |             | $ | 12,352      |  
|Ratio of earnings to fixed charges(1)              |  |           | 1.94x   |             |   | 1.84x       |  
|Balance Sheet Data (end of period):                |  |           |         |             |   |             |  
|Working capital                                    |  | $         | 90,570  |             | $ | 88,558      |  
|Total assets                                       |  |           | 399,659 |             |   | 388,649     |  
|Total long-term debt, including current maturities |  |           | 221,279 |             |   | 217,678     |  
|Redeemable preference shares                       |  |           |        | (4)         |   | 46,339      |  
|Total shareholders' equity                         |  |           | 65,068  | (4)         |   | 9,665       |  

---

19





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

The following discussion should be read in conjunction with Item 6 "Selected Financial Data" and the Consolidated Financial Statements of the Company and the accompanying notes
thereto included elsewhere herein. Also, see the note preceding Part I of Item 1 "Business" for additional information regarding the Private Securities Litigation Reform Act.

Overview

Despite several significant challenges in 1999, Euramax successfully pursued its strategy to expand leading market positions and further diversify product offerings, customers
and geographic operating regions. Execution of this strategy lead to acquisitions that broadened the Company's product lines and customer bases among U.S. home centers and contractors as well as U.K.
recreational vehicle producers (See "BusinessThe Transactions").

Challenges
in 1999 included an overall weakness in demand in continental Europe for specialty coated aluminum and steel coil during the first half of the year. Also, in 1999, aluminum prices ended a
nearly eighteen month decline and rose from a low of $1,162 per metric tonne at March 4, 1999 to $1,649 per metric tonne at December 31, 1999. In the first half of the year, lower aluminum
prices, together with weak demand in continental Europe, contributed to lower net sales in 1999. Rising aluminum prices during the second half of the year required that resulting tension on operating
margins be aggressively managed. This aggressive management enabled Euramax to achieve a slight increase in operating margins, and, before reorganization costs of approximately $1.9 million, an
increase in earnings from operations.

A
second consecutive record year for shipments of RVs in the U.S. and a sharp increase in demand, in the second half of the year, for specialty coated coil in continental Europe enabled continuation
of solid operating results. Euramax's leading position as a supplier of aluminum and fiberglass sidewalls to the U.S. RV industry, coupled with strong demand, enabled an increase in U.S. earnings from
operations that substantially offset a decline in earnings from operations in Europe.

Strategy

A discussion of the Company's business strategy is located in Item 1 "BusinessBusiness Strategy."

While
the Company's strategy includes identifying and acquiring businesses and assets that would enable it to offer complementary products and/or expand geographic coverage, there can be no assurance
that additional acquisitions will be completed or that, if completed, such acquisitions would improve the overall profitability of the Company (see "BusinessRisk
FactorsAcquisition Strategy"). Additionally, there can be no assurance that the Company will experience similar general economic conditions that contributed to operating results for the
year ended December 31, 1999.

Risk Management

The Company is exposed to market risk from changes in interest rates, exchange rates (primarily Dutch Guilders and British Pound Sterling) and commodity prices. At certain
times, the Company enters into contracts for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. However, historically, the Company has
not engaged in extensive hedging activities intended to manage long-term risks relating to movements in market prices of steel and
aluminum raw materials. However, as part of a risk-management strategy to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations, the Company has historically
entered into currency swaps and interest rate swaps with major banking institutions. (See Item 7A "Quantitative and Qualitative Disclosures About Market Risk").

Approximately
52% of the Company's 1999 net sales were derived from sales of aluminum products. Compared to the cost of other raw materials used by the Company, the cost of aluminum is subject to a

20



high
degree of volatility caused by, among other items, the relationship of world aluminum supply to world aluminum demand. However, as a fabricator, Euramax is less exposed to fluctuations in
aluminum prices. 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. Conversely, as aluminum prices decline, corresponding price reductions are typically
passed on to customers within the same time frame. Accordingly, the Company's net sales and margins on aluminum products may fluctuate with little or no change in the volume of aluminum shipments.

The
Company continually scrutinizes aluminum costs and adjusts its purchasing, inventory and sales programs accordingly. As noted above, at certain times, the Company enters into contracts for the
purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. 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.

Results of Operations

See Note 1 to the Consolidated Financial Statements for a description of the basis of presentation of financial information.

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

|                                                                                      |  | December 31,
1999 |   | December 25,
1998 |   | December 26,
1997 |  
|------------------------------------------------------------------------------------- |  | ----------------- | - | ----------------- | - | ----------------- | -
|Statements of Earnings Data:                                                          |  |                   |   |                   |   |                   |  
|Net sales                                                                             |  | 100.0             | % | 100.0             | % | 100.0             | %
|Costs and expenses:                                                                   |  |                   |   |                   |   |                   |  
|Cost of goods sold                                                                    |  | 80.4              |   | 82.4              |   | 81.5              |  
|Selling and general                                                                   |  | 9.7               |   | 8.1               |   | 8.8               |  
|Depreciation and amortization                                                         |  | 2.3               |   | 2.0               |   | 2.1               |  
|                                                                                      |  |                   |   |                   |   |                   |  
|Earnings from operations                                                              |  | 7.6               |   | 7.5               |   | 7.6               |  
|Interest expense, net                                                                 |  | 3.7               |   | 3.8               |   | 4.2               |  
|Other (income) expense, net                                                           |  | .1                |   | (.1               | ) | (0.2              | )
|                                                                                      |  |                   |   |                   |   |                   |  
|Earnings before income taxes and extraordinary item                                   |  | 3.8               |   | 3.8               |   | 3.6               |  
|Provision for income taxes                                                            |  | 1.9               |   | 1.7               |   | 1.4               |  
|                                                                                      |  |                   |   |                   |   |                   |  
|Earnings before extraordinary item                                                    |  | 1.9               |   | 2.1               |   | 2.2               |  
|Extraordinary item-loss on debt refinancing, net of income tax benefit of $1.1million |  |                  |   |                  |   | 0.3               |  
|                                                                                      |  |                   |   |                   |   |                   |  
|Net earnings                                                                          |  | 1.9               | % | 2.1               | % | 1.9               | %
|                                                                                      |  |                   |   |                   |   |                   |  

21



Year ended December 31, 1999 compared to the year ended December 25, 1998

The following table sets forth the Net Sales and Earnings from Operations data for the United States and Europe for the twelve months ended December 31, 1999 and
December 25, 1998:

|              |  | Net Sales |         | Earnings from Operations |  
|------------- |  | --------- | ------- | ------------------------ | -
|
|
|United States |  | $         | 397,437 |                          | $
|Europe        |  |           | 199,322 |                          |  
|              |  |           |         |                          |  
|Totals        |  | $         | 596,759 |                          | $
|              |  |           |         |                          |  

Net Sales.For the year ended December 31, 1999, as compared to the year ended December 25, 1998, sales in
the U.S. benefited primarily from increases in sales to the distributor and home improvement contractor markets, while sales lagged in the manufactured housing and rural contractor markets. The
favorable increase in sales to the distributor market is primarily attributable to the acquisition of AMP (see Note 2 to the Condensed Consolidated Financial Statements). The home improvement
contractor market also experienced an increase in sales aided by an increase in the sale of vinyl windows. Net sales to the RV market were flat when compared to 1998 due to lower selling prices,
although overall shipments to the RV market increased. The increase in shipments to the RV market coincides with a second consecutive record year for shipments of end-use products by the
RV industry in the United States. In recent years the RV industry has thrived in an environment of low interest rates, low fuel prices and favorable demographics. Changes to one or more of these
factors may preclude shipments
from continuing at the current pace. Lower sales to the manufactured housing market contributed to the decrease in sales and were primarily the result of lower realized sales prices caused by
competition for a declining number of manufactured homes produced with steel siding. The Company continues to explore opportunities to increase its offering of substitute materials to this market. The
decline in sales is also attributable to lower sales to the rural contractor market, which is primarily due to a decline in sales to the confinement market resulting from increased federal and state
legislation effecting the swine confinement market. The Company's U.S. subsidiaries are included in the U.S. Fabrication Segment (see Note 13 to the Condensed Consolidated Financial
Statements).

Net
sales in Europe for the year ended December 31, 1999, were approximately 8.6% lower than the year ended December 25, 1998. Approximately 35% of the decline reflects the weakening of
the Pound Sterling, Dutch Guilder and French Franc relative to the U.S. Dollar. The balance of the decline relates primarily to a softer market for industrial consumers of aluminum and steel coil in
the United Kingdom and continental Europe. Further, the strength of the Pound Sterling relative to other foreign currencies has restricted the Company's ability to competitively export, to continental
Europe, products produced in the United Kingdom. In addition, net sales in both the U.S. and Europe declined due to lower aluminum prices in the first half of the year (see "Overview"). Offsetting the
decline in sales to a variety of industrial consumers, 1999 sales to the RV (caravan) sector of the OEM market in The Netherlands increased. These factors resulted in a net decrease in sales in the
European Roll Coating Segment (see Note 13 to the Condensed Consolidated Financial Statements).

Cost of goods sold.Cost of goods sold, as a percentage of net sales, decreased 2.0% for the year ended December 31, 1999, to
80.4% in 1999 from 82.4% in 1998. This decrease is primarilyattributable to operational improvements realized at the Helena, Arkansas paintline facility, and a decrease in the average raw material
aluminum costs.

Selling and general.Selling and general expenses, as a percentage of net sales, increased 1.6% for the year ended December 31,
1999, to 9.7% in 1999 from 8.1% in 1998. This increase is primarily attributable to lower net sales, professional fees related to the Reorganization, salary increases and non-capitalizable

22



information
technology implementation expenses. See Note 1 to the Condensed Consolidated Financial Statements for information regarding the Reorganization.

Depreciation and amortization.Depreciation and amortization, as a percentage of net sales, increased 0.3% for the year ended
December 31, 1999, to 2.3% in 1999 from 2.0% in 1998, primarily related to the 1999 acquisitions.

Earnings from operations.Despite decreases in net sales for the reasons stated above, the Company increased its earnings from
operations, as a percentage of net sales. As a percentage of net sales, earnings from operations increased to 7.6% for the year ended December 31, 1999, from 7.5% for the year ended
December 25, 1998. The Company's geographic and market diversity, the diversity of its product offerings, and productivity improvements, have resulted in stable margins on a consolidated basis
in a period of reduced demand in continental Europe and export pricing pressures in the United Kingdom. For the twelve months ended December 31, 1999, as compared to the prior year, the
improvement in earnings in the United States is primarily due to operational and market improvements, while the decline in European earnings is primarily attributable to softer European markets.

Interest expense, net.Net interest expense decreased to $21.8 million for the twelve months ended December 31, 1999, from
$23.6 million for the twelve months ended December 25, 1998, primarily due to lower average debt balances.

Other expenses, net.Other expenses were not significant for the twelve months ended December 31, 1999 and December 25,
1998.

Provision for income taxes.The effective rate for the provision for income taxes was 48.8% for the year ended December 31, 1999,
and 44.3% for the year ended December 25, 1998. The increase in the effective rate is primarily due to higher United States earnings, which are taxed at a slightly higher rate than the European
earnings, and an increase in non-deductible goodwill amortization expense resulting from acquisitions.

Year ended December 25, 1998 compared to the year ended December 26, 1997

The following table sets forth the Net Sales and Earnings from Operations data for the United States and Europe for the twelve months ended December 25, 1998 and
December 26, 1997:

|              |  | Net Sales |         | Earnings from Operations |  
|------------- |  | --------- | ------- | ------------------------ | -
|
|
|United States |  | $         | 398,116 |                          | $
|Europe        |  |           | 218,103 |                          |  
|              |  |           |         |                          |  
|Totals        |  | $         | 616,219 |                          | $
|              |  |           |         |                          |  

Net sales.Net sales increased 10.6% to $616.2 million for the year ended December 25, 1998, from
$557.0 million for the year ended December 26, 1997. Approximately $56.2 million of this increase is attributable to net sales of Fabral which was acquired by the Company on
July 17, 1997 (see Note 2 to Consolidated Financial Statements). Excluding the increase in net sales attributable to Fabral, the Company achieved an increase in sales despite lower
aluminum selling prices in 1998 associated with the falling world prices for aluminum. The average price of aluminum on the London Metal Exchange
in 1998 was approximately 15% lower than the 1997 average. Aluminum shipments increased approximately 9% in 1998 compared to 1997, however, selling prices were generally lower in 1998. Excluding the
effects of foreign currency fluctuations, net sales increased approximately $15.8 million due to increases in aluminum shipments to OEM markets in Europe (primarily sales of fabricated profiled
panels for the RV/caravan markets), and metal raincarrying systems to home centers and distributors in the U.S. In addition, net sales increased approximately $7.3 million for sales
attributable to Amerimax Laminated Products, Inc.,

23



acquired
in early 1997, formerly known as JTJ Laminating (see Note 2 to Consolidated Financial Statements). Partially offsetting these increases were declines in sales of $17.3 million
attributable to divested subsidiaries (see Note 2 to Consolidated Financial Statements), and the net effect of foreign currency fluctuations (strengthening of Pound Sterling offset by weakening
of Dutch Guilder and French Franc), which resulted in a decrease in sales of approximately $1.3 million.

Cost of goods sold.Cost of goods sold, as a percentage of net sales, increased to 82.4% for the year ended December 25, 1998,
from 81.5% for the year ended December 26, 1997. This increase is primarily due to the narrowing of margins on sales of aluminum products together with greater sales of lower margin steel
products related to the acquisition of Fabral. Excluding Fabral in 1998, cost of goods sold as a percentage of net sales remained unchanged at 81.0% for both periods.

Selling and general expenses.Selling and general expenses, as a percentage of net sales, decreased by 0.7% for the year ended
December 25, 1998, to 8.1% from 8.8% in 1997. This decrease is primarily attributable to Fabral, which had lower selling and general expenses, as a percentage of net sales, than the Company
prior to the Fabral acquisition.

Other expenses, net.Other expenses include foreign exchange gains and losses related to the Company's debt, currency swaps and interest
payable. Other expenses for the year ended December 25, 1998, include net foreign exchange gains of $392.0 thousand, which were approximately $1.5 million lower than 1997 foreign
exchange gains of $1.9 million.

Provision for income taxes.The effective rate for the provision for income taxes increased to 44.3% from 40.8% for the years ended
December 25, 1998 and December 26, 1997, respectively. This increase was primarily due to non-deductible goodwill amortization arising from 1997 acquisitions.

Extraordinary item.The results for the year ended December 26, 1997, included an extraordinary loss of $1.8 million, net
of taxes of $1.1 million, for the write-off of deferred financing costs in connection with the amendment and restatement of the Company's Credit Agreement to, among other items,
provide available borrowings for the Fabral acquisition.

Liquidity and Capital Resources

Liquidity.The Company's primary liquidity needs arise from debt service on indebtedness incurred in connection with the Acquisition,
other acquisitions, and the funding of capital expenditures. As of December 31, 1999, the Company had outstanding indebtedness of $221.3 million, as compared to $217.7 million as
of December 25, 1998. Included in such indebtedness at December 31, 1999, was approximately $86.3 million under the Credit Agreement, consisting of $28.7 million under the
Term Loans and $57.6 million under the Revolving Credit Facility. The undrawn amount of the Revolving Credit Facility at December 31, 1999, was approximately $42.4 million, which
was available for working capital and general corporate purposes, subject to borrowing base limitations. As of December 31, 1999, this amount was fully available. During 2000, the Company is
required to pay approximately $1.0 million
in connection with the Excess Cash Flow Provision of the Credit Agreement, and intends to fund the payment from operating cash flows or through borrowings under the Revolving Credit Facility (see
Note 6 to Consolidated Financial Statements).

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 $28.7 million of
Term Loans, the Company must make principal payments totaling $6.2 million in 2000, $5.4 million in 2001, $12.6 million in 2002, and $4.5 million in 2003. The Term Loans
and the Revolving Credit Facility bear interest at floating rates. The Notes entitle the holders to an annual fixed interest rate of 11.25%. Pursuant to two currency swaps in place until
October 1, 2003, the Company pays a counterparty a fixed rate of interest of 9.865% on the notional 75.0 million Dutch Guilders value and 12.720% on the notional 16.0 million
Pounds Sterling value in exchange for receiving interest of 11.25% on the notional U.S. dollar values of $37.5 million and $25.0 million, respectively. (See Note 6 to Consolidated
Financial Statements.)

24



As
previously noted, 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 and principal and
interest under the Credit Agreement. Significant increases in the floating interest rates on the Term Loans and Revolving Credit Facility would result in increased debt service requirements, which may
reduce the funds available for capital expenditures and other operational needs. In addition, 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. Further, the Company's leveraged position may make it more vulnerable to economic downturns and may limit its
ability to withstand competitive pressures. See Note 6 to the Consolidated Financial Statements for a discussion of restrictive debt covenants.

The
Company's primary source of liquidity is cash flows from operations, which are supplemented by borrowings under the Credit Agreement. Operations provided cash of $22.0 million in the year
ended December 31, 1999, compared to $48.9 million in the year ended December 25, 1998, and $28.8 million for the year ended December 26, 1997. Operating cash flow
for the year ended December 31, 1999 of $22.0 million and debt proceeds of $81.9 million enabled the Company to acquire Unimet, Color Clad and AMP for approximately
$22.2 million, make capital expenditures of approximately $13.4 million and pay net interest expense of $21.6 million in 1999. Operating cash flow for the year ended
December 25, 1998 of $48.9 million, together with proceeds of $7.6 million from the liquidation of The Netherlands foreign currency swap, enabled the Company to reduce
long-term indebtedness during 1998 by approximately $26.5 million, net ($45.9 million repayment less $19.4 million proceeds), and pay net interest expense of
$23.2 million while increasing cash, net of cash overdrafts, by $16.1 million. In 1997, operating cash flow of $28.8 million, debt proceeds of $73.3 million, and proceeds
from the sale of two businesses totaling $12.8 million enabled the Company to purchase Fabral and JTJ for approximately $78.5 million cash and pay net interest expense of
$22.3 million.

See
Note 2 to the Consolidated Financial Statements for further information concerning acquisitions and divestitures.

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.

Capital Expenditures.In addition to meeting debt service requirements, operating cash flows have enabled the Company to invest in
capital projects, which maintain manufacturing capabilities, enable compliance with laws and regulations and prepare Euramax for future growth. The Company's capital expenditures were
$13.4 million, $12.4 million, and $7.2 million in the years ended December 31, 1999, December 25, 1998, and December 26, 1997, respectively. Capital
expenditures in 1999, 1998, and 1997 include approximately $4.5 million, $3.6 million, and $2.0 million, respectively, for improvements to paint lines in Corby, England; Roermond,
The Netherlands; and Helena, Arkansas. The paint lines are capital-intensive equipment, and will continue to require improvements and upgrades in 2000 and beyond to enhance their capabilities and
efficiencies. The balance of capital expenditures in all periods primarily relates to purchases and upgrades of fabricating equipment, transportation and material moving equipment, and information
systems. While assurance can not be given, management expects that capital spending in 2000 will also be devoted to projects that offer potential for internal growth through new products and existing
products to new markets.

Working capital management.The increase in working capital is primarily related to higher per unit costs of aluminum inventory and to
1999 acquisitions. Working capital was $90.6 million as of December 31, 1999, compared to $88.6 million as of December 25, 1998. The Company continues to aggressively
manage working capital levels and believes that current levels of working capital represent a liquid source of funds available for future cash needs.

Subsequent event.On March 10, 2000, the Company signed a definitive agreement to purchase substantially all of the assets and assume
certain liabilities of a U.S. fabrication business. Completion of the

25



acquisition
is subject to certain due diligence and other conditions, at the unilateral option of the Company, and the final purchase price will be determined pursuant to the terms of the purchase
agreement. Closing on this transaction is anticipated to occur in April 2000.

Impact of the Year 2000 Issue

Because the Company experienced no material Year 2000 related issues either internally or externally, and because it is not aware of any remaining Year 2000 issues, it does not
anticipate that it will incur material costs or experience material disruptions in its business during 2000 associated with the Year 2000 issue. However, there can be no assurance that issues not yet
apparent will not arise.

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.

European Currency

As provided in the 1992 treaty on European Union, on January 1, 1999, a new single European currency, the "Euro," became a currency in its own right, replacing the
currencies of the eleven initial members of the European Union ("participating countries"). Fixed conversion rates between the participating countries' existing currencies ("legacy currencies") and
the Euro were established as of that date. The Euro is available for non-cash transactions. Between January 1, 1999 and January 1, 2002 (the "transition period"), the
participating countries have the option of accounting for their transactions in either Euros or their legacy currencies. The legacy currencies are scheduled to remain legal tender as
denominations of the Euro until at least January 1, 2002, but not later than July 1, 2002. Beginning July 1, 2002, legacy currencies will cease to exist.

Schedule for introduction of the EuroTwo of the Companies' European subsidiaries are located in participating countries. One subsidiary has
elected the option of continuing to account for its transactions in its legacy currency for the present. The other subsidiary began accounting for its transactions in Euros effective January 1,
2000, without incident. The Company, including subsidiaries located in both participating as well as non-participating countries, was able to transact business in the Euro as of
January 1, 1999. This includes the ability to make and receive payments in the Euro, to invoice in the Euro, and to provide pricing in the Euro.

Economic impact on the CompanyThe increased price transparency resulting from the use of a single currency in the participating countries
may affect the ability of certain companies to price their products differently in the various European markets. A possible result of this pricing transparency is price harmonization at lower average
prices for products sold in some markets. However, due to the niche markets in which the Company operates, the Company does not anticipate that pricing transparency resulting from the use of a single
currency by the participating countries will materially impact its net sales or earnings from operations.

In
addition to the economic impact of pricing transparency, conversion to the Euro may reduce the Company's exposure to changes in foreign exchange rates due to the effect of having various assets and
liabilities denominated in a single currency as opposed to various legacy currencies. However, because there will be less diversity in the Company's exposure to foreign currencies, movements in the
Euro's value in U.S. dollars could have a more pronounced effect, positive or negative, on the Company's results.

Costs of conversion to the EuroThe Company's European subsidiaries located in participating countries have converted to new computer
systems in anticipation of Year 2000 and Euro needs. Other costs of conversion to the Euro are not expected to be material.

26



Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS 133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000 (December 31, 2001 for the Company). SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. For fair-value hedge transactions in which the Company is hedging changes in the fair value of an asset, liability, or firm commitment, changes in the fair value of
the derivative instrument will generally be offset in the income statement by changes in the hedged item's fair value. For cash-flow hedge transactions, in which the Company is hedging the
variability of cash flows related to a variable-rate asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be reclassified as earnings in the periods in which earnings are impacted
by the variability of the cash flows of the hedged item. The ineffective portion of all hedges will be recognized in current period earnings. Management is reviewing the provisions of SFAS
No. 133 and does not believe that the Company's financial statements will be materially impacted by the adoption.

Environmental Matters

The Company's U.S. and European manufacturing facilities are subject to a range of federal, state, local and European 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 environmental reviews conducted (i) internally on a quarterly basis, (ii) by outside consultants on a periodic basis, and (iii) 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,
results of operations or cash flows of the Company and its subsidiaries taken as a whole. Pursuant to the terms of the Acquisition Agreement, Alumax 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 ("PRPs"). 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,

27



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.

In
prior years, it was noted that the Company had been discharging wastewater potentially containing solvents to the ground at the site of its Montreuil-Bellay, France facility. The Company has
successfully resolved its wastewater issues at its Montreuil-Bellay, France facility without the necessity of material remediation expenditures. In addition, the Company has been notified that the
roof of the anodizing building at this location may contain small amounts of asbestos. A monitoring program has been established with the French government, and no problems have been detected to date.
Based upon the facts known to management, it appears unlikely that material remediation costs would be required in
the future. Alumax has agreed to indemnify the Company for costs of required remediation at this site in excess of $500,000 (when aggregated with all other environmental claims).

At
the Company's Corby, England facility, the Company continues its remediation efforts of chromium-contaminated groundwater on site, which remediation may continue for a number of years. Monitoring
efforts continue and reflect a steady reduction in chrome concentrations. The costs of remediation to date have not been material, and costs associated with the completion of remediation at the site
are not expected to be material. Alumax has agreed to indemnify the Company for costs of required remediation at this site in excess of $500,000 (when aggregated with all other environmental claims).
In addition, Legionella was found to be present on site in a cooling tower at this location. An independent testing laboratory is testing water samples for the presence of Legionella on a weekly
basis, and no further evidence of Legionella has been detected to date. Based upon the investigation, management believes that the reasonable probable outcome of this matter will not materially impact
the future consolidated financial position, results of operations, or cash flows of the Company.

At
the Company's Pudsey, England facility, the removal of an aboveground waste oil tank shows signs of soil contamination. Although it appears unlikely that remediation costs related to this issue
would be material, there can be no assurance that the costs associated with the issue will not be material, because no subsurface investigation has been conducted at the site. Alumax has agreed to
indemnify the Company for 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. Environmental capital expenditures for the year ended December 31, 1999, were not
significant. The Company spent approximately $1.0 million and $506.3 thousand in 1998 and 1997, respectively, on environmental capital projects. These expenditures were primarily related
to environmental controls associated with coil coating facilities in Helena, Arkansas and Corby, England, and environmental controls associated with a paintline upgrade in Lancaster, Pennsylvania. The
Company estimates that its environmental capital expenditures will be approximately $800.0 thousand in 2000. In the year 2000, the Company's Roermond, The Netherlands facility will no longer be
allowed to extract ground water for its processes and, as a result, will need to install water recycling and cooling systems. The costs of such water recycling and cooling systems are estimated to be
approximately $200.0 thousand.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The following discussion about the Company's risk-management activities includes forward-looking statements that involve risk and uncertainties. Actual results
could differ materially from those projected in the forward-looking statement. See the note preceding Part I of Item 1 "Business" for additional information regarding the Private Securities
Litigation Reform Act.

The
Company is exposed to market risk from changes in interest rates, exchange rates (primarily Dutch Guilders and British Pound Sterling) and commodity prices. At certain times, the Company enters
into

28



contracts
for the purchase of aluminum and steel at market values in an attempt to assure a margin on specific customer orders. Historically, the Company has not engaged in extensive hedging
activities intended to manage long-term risks relating to movements in market prices of steel and aluminum raw materials. However, the Company has purchased, and expects from time to time
to continue to purchase, options to buy aluminum at a fixed price for a portion of its anticipated requirements. In addition, although approximately 33% of the Company's sales originated in Europe and
were impacted by exchange rate fluctuations, the Company has not historically utilized derivatives to manage foreign currency exchange risks related to its European operations. However, in connection
with the Company's
risk-management strategy, the Company has historically entered into currency swaps and interest rate swaps with major banking institutions to manage the impact of foreign currency exchange
rate fluctuations and/or interest rate fluctuations with respect to debt payments. The swaps are utilized as risk-management tools and not for trading purposes. Currency swaps involve
exchanges of interest payments in differing currencies, but provide for the exchange of principal amounts at maturity. Interest rate swaps involve exchanges of interest payments at differing interest
rates and cap the highest rate of interest to be paid on specified notional amounts of debt. The amounts of interest paid or received effectively limit the interest payment exposure of the Company's
debt commitments. The fair value of the currency swaps and interest rate swaps are derived from valuation models based upon recognized financial principals and estimates about relevant future market
conditions. The amounts exchanged are based upon the notional amounts of the currency swaps and interest rate swaps, as well as on the other terms of the swaps, which relate to interest payments and
exchange rates. For detailed information on the terms and fair values of the Company's financial instruments and derivative instruments, see Note 6 to Consolidated Financial Statements.

Interest Rate Risk

This analysis presents the hypothetical loss in fair value and increase in interest expense of those financial instruments and derivative instruments held by the Company at
December 31, 1999, which are sensitive to changes in interest rates. All other factors remaining unchanged, a hypothetical 10 percent increase in interest rates would decrease the fair
value of the Company's fixed-rate, long-term debt outstanding at December 31, 1999, by approximately $7.0 million, based upon the use of a discounted cash flow
model, as compared to a hypothetical decrease in fair value of approximately $7.6 million at December 25, 1998. A hypothetical 10 percent increase in interest rates for one year
on the Company's variable rate financial instruments and derivative instruments would increase interest expense by approximately $580.9 thousand in 2000, as compared to a hypothetical increase
in interest expense of approximately $569.0 thousand in 1999.

Foreign Currency Exchange Risk

This analysis presents the hypothetical increase in foreign exchange loss and increase in interest expense related to those financial instruments and derivative instruments
held by the Company at December 31, 1999, which are sensitive to changes in foreign currency exchange risks. A hypothetical 10 percent decrease in foreign currency exchange rates would
increase the Company's foreign exchange loss by approximately $93.4 thousand for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as
compared to a hypothetical increase in foreign exchange loss of approximately $1.9 million for the year ended December 25, 1998. The decrease in the hypothetical loss for the year ended
December 31, 1999, is primarily attributable to the prepayment of the Company's unhedged Tranche B Term Loans under the Dutch Guilder facility (U.S. Dollar denominated debt) during the second
quarter of 1999. All other factors remaining unchanged, a hypothetical 10 percent increase in foreign currency exchange rates for one year would increase interest expense by approximately
$795.2 thousand in 2000 for those financial instruments and derivative instruments affected by foreign currency exchange fluctuations, as compared to a hypothetical increase in interest expense
of approximately $1.4 million calculated in the prior year ended December 25, 1998. The decrease is primarily due to the weakening of the Dutch Guilder and Pound Sterling on the
Company's currency swap payments (see Note 6 to the Consolidated Financial Statements).

29



## 

Item 8. Financial Statements and Supplementary Data

Report of Independent Accountants

To
the Board of Directors and Shareholders,
Euramax International, Inc.

In
our opinion, the accompanying consolidated financial statements listed in the index appearing under Item 14 (a) (1) present fairly, in all material respects, the financial position of
Euramax International, Inc. and its subsidiaries at December 31, 1999 and December 25, 1998, and the results of their operations and their cash flows for the years ended
December 31, 1999 and December 25, 1998 and December 26, 1997 in conformity with generally accepted accounting principles accepted in the United States. In addition, in our
opinion, the financial statement schedule listed in the index appearing under Item 14 (a) (2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing
standards in the United States, which 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, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS
LLP

Atlanta,
Georgia
February 22, 2000

30



## 

Euramax International, Inc. and Subsidiaries   Consolidated Statements of Earnings

|                                                                                 |  | For the year ended
December 31, 1999 |         | For the year ended
December 25, 1998 |   | For the year ended
December 26, 1997 |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ------------------------------------ | - | ------------------------------------ | -
|
|Net sales                                                                        |  | $                                    | 596,759 |                                      | $ | 616,219                              |  
|Costs and expenses:                                                              |  |                                      |         |                                      |   |                                      |  
|Cost of goods sold                                                               |  |                                      | 479,730 |                                      |   | 507,752                              |  
|Selling and general                                                              |  |                                      | 57,986  |                                      |   | 49,881                               |  
|Depreciation and amortization                                                    |  |                                      | 13,728  |                                      |   | 12,326                               |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  
|Earnings from operations                                                         |  |                                      | 45,315  |                                      |   | 46,260                               |  
|Interest expense, net                                                            |  |                                      | (21,806 | )                                    |   | (23,647                              | )
|Other income (expense), net                                                      |  |                                      | (933    | )                                    |   | 524                                  |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  
|Earnings before income taxes and extraordinary item                              |  |                                      | 22,576  |                                      |   | 23,137                               |  
|Provision for income taxes                                                       |  |                                      | 11,017  |                                      |   | 10,253                               |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  
|Earnings before extraordinary item                                               |  |                                      | 11,559  |                                      |   | 12,884                               |  
|Extraordinary itemloss on debt refinancing, net of income tax benefit of $1,088 |  |                                      |        |                                      |   |                                     |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  
|Net earnings                                                                     |  |                                      | 11,559  |                                      |   | 12,884                               |  
|Dividends on redeemable preference shares                                        |  |                                      | 6,381   |                                      |   | 5,957                                |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  
|Net earnings available for shareholders                                          |  | $                                    | 5,178   |                                      | $ | 6,927                                |  
|                                                                                 |  |                                      |         |                                      |   |                                      |  

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

31



## 

Euramax International, Inc. and Subsidiaries   Consolidated Balance Sheets

|                                                                                                                                                                                           |  | December 31,
1999 |         | December 25,
1998 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | ----------------- | -
|
|ASSETS                                                                                                                                                                                     | 
|Current assets:                                                                                                                                                                            |  |                   |         |                   |  
|Cash and equivalents                                                                                                                                                                       |  | $                 | 13,385  |                   | $
|Accounts receivable, less allowance for doubtful accounts (1999$2,934; 1998$3,609)                                                                                                       |  |                   | 80,087  |                   |  
|Inventories                                                                                                                                                                                |  |                   | 82,499  |                   |  
|Deferred income taxes                                                                                                                                                                      |  |                   | 2,518   |                   |  
|Other current assets                                                                                                                                                                       |  |                   | 1,753   |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Total current assets                                                                                                                                                                       |  |                   | 180,242 |                   |  
|Property, plant and equipment, net                                                                                                                                                         |  |                   | 120,409 |                   |  
|Goodwill, net of accumulated amortization (1999$7,730; 1998$5,110)                                                                                                                       |  |                   | 82,587  |                   |  
|Deferred income taxes                                                                                                                                                                      |  |                   | 6,638   |                   |  
|Other assets                                                                                                                                                                               |  |                   | 9,783   |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|                                                                                                                                                                                           |  | $                 | 399,659 |                   | $
|                                                                                                                                                                                           |  |                   |         |                   |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                       | 
|Current liabilities:                                                                                                                                                                       |  |                   |         |                   |  
|Cash overdrafts                                                                                                                                                                            |  | $                 | 2,009   |                   | $
|Accounts payable                                                                                                                                                                           |  |                   | 49,682  |                   |  
|Accrued expenses                                                                                                                                                                           |  |                   | 23,261  |                   |  
|Accrued interest payable                                                                                                                                                                   |  |                   | 3,815   |                   |  
|Income taxes payable                                                                                                                                                                       |  |                   | 4,276   |                   |  
|Deferred income taxes                                                                                                                                                                      |  |                   | 393     |                   |  
|Current maturities of long-term debt                                                                                                                                                       |  |                   | 6,236   |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Total current liabilities                                                                                                                                                                  |  |                   | 89,672  |                   |  
|Long-term debt, less current maturities                                                                                                                                                    |  |                   | 215,043 |                   |  
|Other liabilities                                                                                                                                                                          |  |                   | 9,187   |                   |  
|Deferred income taxes                                                                                                                                                                      |  |                   | 20,689  |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Total liabilities                                                                                                                                                                          |  |                   | 334,591 |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|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 $12,312 in 1998                               |  |                   |        |                   |  
|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 $27 in 1998 |  |                   |        |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Total redeemable preference shares                                                                                                                                                         |  |                   |        |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Shareholders' equity:                                                                                                                                                                      |  |                   |         |                   |  
|Ordinary sharesno par value; 911,520 shares authorized, issued and outstanding                                                                                                            |  |                   |        |                   |  
|Non-voting sharesno par value; 88,480 shares authorized, issued and outstanding                                                                                                           |  |                   |        |                   |  
|Class A common stock$.01 par value; 55,000,000 shares authorized, 45,567,312 issued and outstanding                                                                                       |  |                   | 456     |                   |  
|Class B common stock$.01 par value; 5,000,000 shares authorized, 4,434,680 issued and outstanding                                                                                         |  |                   | 44      |                   |  
|Additional paid-in capital                                                                                                                                                                 |  |                   | 53,220  |                   |  
|Retained earnings                                                                                                                                                                          |  |                   | 16,525  |                   |  
|Accumulated other comprehensive loss                                                                                                                                                       |  |                   | (5,177  | )                 |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|Total shareholders' equity                                                                                                                                                                 |  |                   | 65,068  |                   |  
|                                                                                                                                                                                           |  |                   |         |                   |  
|                                                                                                                                                                                           |  | $                 | 399,659 |                   | $
|                                                                                                                                                                                           |  |                   |         |                   |  

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

32



## 

Euramax International, Inc. and Subsidiaries Consolidated Statements of Changes in Equity

|                                                                                                 |  | Comprehensive
Income |        | Common
Stock |   | Additional
Paid-in
Capital |  | Ordinary
and
Non-voting
Shares |        | Retained
Earnings |   | Accumulated
Other
Comprehensive
Income (Loss) |   | Totals |       
|------------------------------------------------------------------------------------------------ |  | -------------------- | ------ | ------------ | - | -------------------------- |  | ------------------------------ | ------ | ----------------- | - | --------------------------------------------- | - | ------ | ------
|
|Balance September 25, 1996 (reflects the new basis of shares in connection with the acquisition) |  | $                    |       |              | $ |                           |  | $                              |       |                   | $ | 1,000                                         |   | $      |      
|Comprehensive income:                                                                            |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Net earnings for three months ended December 27, 1996                                            |  | $                    | 1,006  |              |   |                           |  |                                |       |                   |   |                                              |   |        | 1,006 
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive income, net of tax:                                                          |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Foreign currency translation adjustment                                                          |  |                      | 1,358  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive income                                                                       |  |                      | 1,358  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Comprehensive income                                                                             |  | $                    | 2,364  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Dividends accrued on redeemable preference shares                                                |  |                      |        |              |   |                           |  |                                |       |                   |   |                                              |   |        | (1,191
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Balance at December 27, 1996                                                                     |  |                      |        |              |   |                           |  |                                |       |                   |   | 1,000                                         |   |        | (185  
|Comprehensive income:                                                                            |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Net earnings for 1997                                                                            |  | $                    | 9,796  |              |   |                           |  |                                |       |                   |   |                                              |   |        | 9,796 
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive loss, net of tax:                                                            |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Foreign currency translation adjustment                                                          |  |                      | (2,749 | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|Minimum pension liability                                                                        |  |                      | (535   | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive loss                                                                         |  |                      | (3,284 | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Comprehensive income                                                                             |  | $                    | 6,512  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Dividends accrued on redeemable preference shares                                                |  |                      |        |              |   |                           |  |                                |       |                   |   |                                              |   |        | (5,191
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Balance at December 26, 1997                                                                     |  |                      |        |              |   |                           |  |                                |       |                   |   | 1,000                                         |   |        | 4,420 
|Comprehensive income:                                                                            |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Net earnings for 1998                                                                            |  | $                    | 12,884 |              |   |                           |  |                                |       |                   |   |                                              |   |        | 12,884
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive income (loss), net of tax:                                                   |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Foreign currency translation adjustment                                                          |  |                      | 1,655  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|Minimum pension liability                                                                        |  |                      | (2,411 | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive loss                                                                         |  |                      | (756   | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Comprehensive income                                                                             |  | $                    | 12,128 |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Dividends accrued on redeemable preference shares                                                |  |                      |        |              |   |                           |  |                                |       |                   |   |                                              |   |        | (5,957
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Balance at December 25, 1998                                                                     |  |                      |        |              |   |                           |  |                                |       |                   |   | 1,000                                         |   |        | 11,347
|Comprehensive income:                                                                            |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Net earnings for 1999                                                                            |  | $                    | 11,559 |              |   |                           |  |                                |       |                   |   |                                              |   |        | 11,559
|Other comprehensive income (loss), net of tax:                                                   |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Foreign currency translation adjustment                                                          |  |                      | (4,480 | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|Minimum pension liability                                                                        |  |                      | 1,985  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Other comprehensive loss                                                                         |  |                      | (2,495 | )            |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Comprehensive income                                                                             |  | $                    | 9,064  |              |   |                           |  |                                |       |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Dividends accrued on redeemable preference dividends                                             |  |                      |        |              |   |                           |  |                                |       |                   |   |                                              |   |        | (6,381
|Cancel dividends accrued on redeemable preference shares                                         |  |                      |        |              |   |                           |  |                                | 18,720 |                   |   |                                              |   |        |      
|Cancel shares of Euramax International Limited                                                   |  |                      |        |              |   |                           |  |                                |       |                   |   | (1,000                                        | ) |        |      
|Issue shares of Euramax International, Inc. pursuant to the Reorganization                       |  |                      |        |              |   | 500                        |  |                                | 34,500 |                   |   |                                              |   |        |      
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       
|Balance at December 31, 1999                                                                     |  |                      |        |              | $ | 500                        |  | $                              | 53,220 |                   | $ |                                              |   | $      | 16,525
|                                                                                                 |  |                      |        |              |   |                            |  |                                |        |                   |   |                                               |   |        |       

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

33



## 

Euramax International, Inc. and Subsidiaries Consolidated Statements of Cash Flows

|                                                                                                                                            |  | For the year
ended December 31,
1999 |         | For the year
ended December 25,
1998 |   | For the year
ended
December 26,
1997 |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ------------------------------------ | - | ------------------------------------ | -
|
|Cash flows from operating activities:                                                                                                       |  |                                      |         |                                      |   |                                      |  
|Net earnings                                                                                                                                |  | $                                    | 11,559  |                                      | $ | 12,884                               |  
|Reconciliation of net earnings to net cash provided by operating activities:                                                                |  |                                      |         |                                      |   |                                      |  
|Depreciation and amortization                                                                                                               |  |                                      | 13,728  |                                      |   | 12,326                               |  
|Provision for doubtful accounts                                                                                                             |  |                                      | 283     |                                      |   | 697                                  |  
|Gain on sales of assets                                                                                                                     |  |                                      | (146    | )                                    |   | (103                                 | )
|Deferred income taxes                                                                                                                       |  |                                      | 3,977   |                                      |   | 3,540                                |  
|Extraordinary loss on debt extinguishment                                                                                                   |  |                                      |        |                                      |   |                                     |  
|Changes in operating assets and liabilities:                                                                                                |  |                                      |         |                                      |   |                                      |  
|Accounts receivable                                                                                                                         |  |                                      | 491     |                                      |   | (3,650                               | )
|Inventories                                                                                                                                 |  |                                      | (6,260  | )                                    |   | 13,266                               |  
|Other current assets                                                                                                                        |  |                                      | (534    | )                                    |   | 755                                  |  
|Accounts payable and other current liabilities                                                                                              |  |                                      | (37     | )                                    |   | 5,843                                |  
|Income taxes payable                                                                                                                        |  |                                      | 1,395   |                                      |   | 1,839                                |  
|Net change in other noncurrent assets and liabilities                                                                                       |  |                                      | (2,445  | )                                    |   | 1,456                                |  
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Net cash provided by operating activities                                                                                                   |  |                                      | 22,011  |                                      |   | 48,853                               |  
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Cash flows from investing activities:                                                                                                       |  |                                      |         |                                      |   |                                      |  
|Adjustment of purchase price of Fabricated Products                                                                                         |  |                                      |        |                                      |   |                                     |  
|Proceeds from sales of assets                                                                                                               |  |                                      | 706     |                                      |   | 618                                  |  
|Proceeds from dispositions of businesses                                                                                                    |  |                                      |        |                                      |   |                                     |  
|Purchases of businesses                                                                                                                     |  |                                      | (22,161 | )                                    |   |                                     |  
|Capital expenditures                                                                                                                        |  |                                      | (13,358 | )                                    |   | (12,352                              | )
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Net cash used in investing activities                                                                                                       |  |                                      | (34,813 | )                                    |   | (11,734                              | )
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Cash flows from financing activities:                                                                                                       |  |                                      |         |                                      |   |                                      |  
|Changes in cash overdrafts                                                                                                                  |  |                                      | 496     |                                      |   | (9,957                               | )
|Repayment of debt                                                                                                                           |  |                                      | (77,766 | )                                    |   | (45,938                              | )
|Proceeds from debt                                                                                                                          |  |                                      | 81,934  |                                      |   | 19,424                               |  
|Proceeds from sales of currency swaps                                                                                                       |  |                                      |        |                                      |   | 7,580                                |  
|Deferred financing fees                                                                                                                     |  |                                      |        |                                      |   |                                     |  
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Net cash provided by (used in) financing activities                                                                                         |  |                                      | 4,664   |                                      |   | (28,891                              | )
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Effect of exchange rate changes on cash                                                                                                     |  |                                      | 2,479   |                                      |   | (2,098                               | )
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Net (decrease) increase in cash and equivalents                                                                                             |  |                                      | (5,659  | )                                    |   | 6,130                                |  
|Cash and equivalents at beginning of period                                                                                                 |  |                                      | 19,044  |                                      |   | 12,914                               |  
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Cash and equivalents at end of period                                                                                                       |  | $                                    | 13,385  |                                      | $ | 19,044                               |  
|                                                                                                                                            |  |                                      |         |                                      |   |                                      |  
|Noncash financing and investing activities:                                                                                                 |  |                                      |         |                                      |   |                                      |  
|Euramax International Limited cancelled 34,000,000 preference shares, 1,000,000 ordinary shares and accrued preference dividends of $18,720 |  | $                                    | 53,720  |                                      | $ |                                     |  
|Euramax International, Inc. issued 50,001,992 shares common stock to former Euramax International Limited shareholders                      |  | $                                    | 500     |                                      | $ |                                     |  
|Dividends accrued on redeemable preference shares                                                                                           |  | $                                    | 6,381   |                                      | $ | 5,957                                |  
|Purchase of business financed in part with a note payable to seller                                                                         |  | $                                    |        |                                      | $ |                                     |  
|Sale of business financed in part with a note receivable from purchaser                                                                     |  | $                                    |        |                                      | $ |                                     |  
|Payable for certain non-compete agreements associated with purchase of business                                                             |  | $                                    | 500     |                                      | $ |                                     |  
|Supplemental cash flow information:                                                                                                         |  |                                      |         |                                      |   |                                      |  
|Income taxes paid, net                                                                                                                      |  | $                                    | 7,029   |                                      | $ | 5,860                                |  
|Interest paid, net                                                                                                                          |  | $                                    | 21,601  |                                      | $ | 23,206                               |  

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

34



Euramax International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Thousands of U. S. Dollars except share data)

1. Basis of Presentation:

Euramax
International, Inc. is an international producer of value-added aluminum, steel, vinyl and fiberglass fabricated products with facilities strategically located in the United Kingdom
("U.K."), The Netherlands, France, and all major regions of the continental United States ("U.S."). Euramax's core products include specialty coated coils, aluminum recreational vehicle ("RV")
sidewalls, RV doors, farm and agricultural panels, metal and vinyl raincarrying systems, roofing accessories, soffit and fascia systems, and vinyl replacement windows. The Company's customers include
original equipment manufacturers ("OEMs") such as RV, commercial panel manufacturers and transportation industry manufacturers; rural contractors; home centers; manufactured housing producers;
distributors; industrial and architectural contractors; and home improvement contractors. The "Company" or "Euramax" refers to Euramax International, Inc. and Subsidiaries, collectively.

The
Company was organized by an investor group to acquire, through its wholly owned subsidiaries, certain portions of the fabricated products operations of Alumax Inc. (the "Acquisition").
Alumax Inc. was acquired by Aluminum Company of America in May 1998, and is hereafter referred to as "Alumax." The Acquisition was completed September 25, 1996. In
December 1999, the Company completed a reorganization (the "Reorganization") whereby Euramax International, Inc., a Delaware corporation, was positioned as the top holding company. Prior
to the Reorganization, the parent company was Euramax International Limited (formerly Euramax International plc), a company organized under the laws of England and Wales.

The
Reorganization was accomplished, in part, by means of a "scheme of arrangement" under section 425 of the United Kingdom Companies Act 1985, a U.K. judicial proceeding requiring the consent
of the registered holders of the Company's Notes (defined in Note 6), the lenders under the Company's Credit Agreement (defined in Note 6), and the holders of each class of shares of
Euramax. As a result of the Reorganization, the new U.S. holding company of the group, Euramax International, Inc., is the reporting company for the consolidated group. In addition, the new
U.S. holding company, two new U.K. intermediate holding companies and Amerimax Fabricated Products, Inc., an intermediate U.S. holding company, were added as guarantors on the Company's Notes,
and certain covenants in the Company's Notes were amended. The Reorganization did not result in a new basis of accounting.

2. Acquisitions and Divestitures:

On
February 5, 1999, the Company's wholly owned subsidiary Amerimax Home Products, Inc. purchased certain assets related to the building materials business of Unimet
Manufacturing, Inc. ("Unimet") for approximately $3.3 million, including transaction expenses of approximately $135.4 thousand. Approximately $2.8 million was paid in cash.
The remaining purchase price of $500.0 thousand, representing consideration for certain non-compete agreements, is being paid in equal installments over the next five years.

On
April 23, 1999, the Company's wholly owned subsidiary Euramax Coated Products Limited purchased all of the issued and outstanding capital stock of Color Clad plc ("Color Clad") for
approximately $3.8 million, including transaction expenses of approximately $171.5 thousand.

On
June 3, 1999, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc. purchased all of the issued and outstanding capital stock of Atlanta Metal Products, Inc.
("AMP") for approximately $15.6 million, excluding cash and including estimated adjustments for changes in working capital required by the purchase agreement and approximately
$641.0 thousand of transaction expenses.

35



The
Color Clad and AMP acquisitions were financed through borrowings under the Revolving Credit Facility (defined in Note 6). Such borrowings were available under the Credit Agreement, which
was amended April 6, 1999 (see Note 6). In addition, the purchase prices of the above acquisitions have been allocated to the acquired assets and liabilities based upon their estimated
fair market values at the acquisition dates under the purchase method of accounting.

The
pro forma operating results of the Company for the year ended December 31, 1999, assuming the above noted companies were acquired on January 1, 1999, would not have been materially
different from the results presented in the Consolidated Financial Statements.

On
July 17, 1997, the Company's wholly owned subsidiary Amerimax Fabricated Products, Inc., pursuant to a purchase agreement (the "Fabral Purchase Agreement"), acquired all of the issued
and outstanding capital stock of Gentek Holdings, Inc. and its subsidiary Gentek Building Products, Inc. (collectively "Gentek" or "Fabral") (the "Fabral Acquisition"). At the Fabral
Acquisition date, Gentek was comprised principally of Fabral, a division of Gentek headquartered in Lancaster, Pennsylvania.

Fabral
is a manufacturer and distributor of steel and aluminum roofing and wall paneling products specifically for the agricultural, commercial and industrial markets. The following unaudited pro
forma data present the results of operations for the year ended December 26, 1997 as though the Fabral Acquisition had been completed on the first day of the fiscal year, 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 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 Fabral Acquisition actually taken place on the
first day of the fiscal year or of the future results of operations.

|                                                    |  | Year ended
December 26,
1997
|--------------------------------------------------- |  | ----------------------------
|Net sales                                           |  | $                           
|Earnings before extraordinary item and income taxes |  |                             
|Net earnings                                        |  |                             

The
purchase price, including estimated adjustments for changes in net tangible assets required by the Fabral Purchase Agreement and approximately $2.9 million in acquisition related fees and
expenses, was approximately $75.3 million. The purchase price has been allocated to the assets and liabilities of Fabral based upon their estimated fair market value at the acquisition date
under the purchase method of accounting. The allocation of the purchase price was, in certain instances, based on preliminary information and has been adjusted to reflect final asset and liability
valuations. Such valuations were not materially different than amounts initially recorded.

The
Fabral Acquisition was financed through borrowings of approximately $38.0 million under the Revolving Credit Facility and $40.0 million under the Term Loans (defined in
Note 6). Such borrowings were available under the Credit Agreement which was amended and restated to increase the Revolving Credit Facility from $85.0 million to $100.0 million
and to provide additional Term Loans of $40.0 million (see Note 6).

36



Certain
Financial Statements and Exhibits for the Fabral Acquisition can be found in the Company's Current Report on Form 8-K, filed August 1, 1997 and
Form 8-K/A, filed September 26, 1997.

On
March 28, 1997, the Company's wholly owned subsidiary Amerimax Building Products, Inc. purchased all of the issued and outstanding capital stock of JTJ Laminating, Inc. ("JTJ")
for approximately $2.2 million, including transaction expenses of $100.0 thousand, along with the assumption of outstanding indebtedness of $1.3 million. At the closing date,
approximately $2.4 million was paid in cash, of which $1.3 million was used to extinguish outstanding indebtedness of JTJ. Of the remaining purchase price of $1.0 million,
$200.0 thousand has been paid as of December 31, 1999, and the remaining $800.0 thousand will be paid in equal installments over the next eight years.

On
June 2, 1997, the Company sold the assets, along with certain accounts payable, related to its Johnson Door Products, Inc. subsidiary for approximately $9.1 million in cash. On
June 27, 1997, the Company sold all of the issued and outstanding capital stock of Amerimax Specialty Products, Inc. for approximately $4.2 million, of which $3.7 million
was in cash and $500.0 thousand in a subordinated promissory note which was fully paid in October 1999.

The
pro forma effects of the JTJ, Johnson Door Products, Inc. and Amerimax Specialty Products, Inc. transactions were not material to the Company's results of operations.

3. 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

The
Company operates on a 52/53 week fiscal year ending on the last Friday in December.

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. Certain cash overdrafts of the Company have been netted with positive cash
balances held with the same banking institutions.

Inventories

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

37



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. Also, when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, management assesses whether there has been a
permanent impairment in the value of the asset by comparing the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition to the carrying
amount of the asset. If the expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized.

Goodwill

The
Company uses the purchase method to account for acquisitions. Goodwill is amortized on a straight-line basis over 20 to 30 years. The Company periodically reviews the
amortization period to determine if events and circumstances warrant revised estimates of the useful lives. The factors considered by management in the assessment include operating results, trends and
prospects, as well as the effects of obsolescence, demand, competition and other economic factors. Also, at each balance sheet date, management assesses whether there has been a permanent impairment
in the value of goodwill by comparing anticipated undiscounted future cash flows from operating activities with the carrying value of goodwill. If the carrying value of goodwill were to exceed the
anticipated undiscounted future cash flows from operating activities, an impairment charge would be recorded equal to the excess of the net carrying value over the fair value of the goodwill.

Financial Instruments and Risk Management

In connection with the Company's risk-management strategy, the Company enters into currency swaps and interest rate swaps for other than trading purposes with major
banking institutions to reduce the impact of exchange rate fluctuations and/or interest rate fluctuations related to debt payments. Currency swaps involve exchanges of interest payments in differing
currencies, but provide for the exchange of principal amounts at maturity. Interest rate swaps involve exchanges of interest payments at differing interest rates and caps the highest rate of interest
to be paid on specified notional amounts of debt. The fair value of the currency swaps and interest rate swaps are derived from valuation models based upon recognized financial principals and
estimates about relevant future market conditions (see Note 6). Amounts of interest to be paid or received are included in interest expense on an accrual basis, as they effectively limit the
interest payment exposure of the Company's debt commitments. The amounts exchanged are based upon the notional amounts of the currency swaps and interest rate swaps, as well as on the other terms of
the swaps, which relate to interest payments and exchange rates. Cash flows from the currency swaps and interest rate swaps are recognized in the statement of cash flows in the same category as that
of the hedged item.

The
Company would be exposed to credit-related losses in the event of nonperformance by the counterparties that issued the currency swaps and interest rate swaps. The Company does not expect that
counterparties to the currency swaps or the interest rate swaps will fail to meet their obligations, given their high credit ratings. The Company generally does not receive collateral on currency
swaps or
interest rate swaps due to the credit rating of its counterparties, however, the Company provides collateral when required by its counterparties.

38



Deferral
(hedge) accounting is applied only if the derivative reduces the risk of the underlying hedged item and is designated at inception as a hedge with respect to the hedged item. Additionally,
changes in the fair value of the derivative are expected to be inversely correlated to the changes in the fair value of the hedged item. Derivatives are measured for effectiveness both at inception
and on an ongoing basis. If a derivative instrument ceases to meet the criteria for deferral or settlement accounting, any subsequent gains and losses are currently recognized in income. Should a swap
be terminated while the underlying debt remains outstanding, the gain or loss is adjusted to the basis of the underlying debt and amortized over its remaining life. The currency swaps and interest
rate swaps have been designated as hedges, and are closely monitored to ensure that correlation with the underlying hedged items exists to such a degree that they substantially offset.

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 except for the 11.25% Senior Subordinated Notes,
which are measured at the quoted market rate (see Note 6).

The
Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. The fair value of these financial
instruments approximates book value at December 31, 1999 and December 25, 1998. The Company places its cash and equivalents with high credit quality institutions. At times, such
investments may be in excess of the Federal Deposit Insurance Corporation insurance limit; however, the Company believes that its credit risk exposure is not significant due to the high credit quality
of the institutions. The Company routinely assesses the financial strength of its customers. Also, due to the large number of customers and the widely dispersed geographic areas in which the Company's
businesses operate, the Company believes that its trade accounts receivable credit risk exposure is not significant.

Revenue Recognition

The Company recognizes revenue when title passes to the customer. Title to goods typically passes when delivered to the customer by company truck, or when shipped, if by common
carrier.

Translation of Foreign Currencies

Assets and liabilities of non-U.S. subsidiaries are translated to U.S. Dollars at the rate of exchange in effect on the balance sheet date; income and expenses are
translated to U.S. Dollars at the weighted 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 were $180.3 thousand for the year ended December 31, 1999, $129.8 thousand for the year
ended December 25, 1998, and $(14.5) thousand for the year ended December 26, 1997.

Comprehensive Income

Total comprehensive income and the components of accumulated other comprehensive income are presented in the Consolidated Statements of Changes in Equity. The related tax
effects of the components of comprehensive income and the changes in the accumulated comprehensive balances are presented in Note 9.

39



Segment Information

In 1998, the Company adopted SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information.SFAS
No. 131 supersedes SFAS No. 14,Financial Reporting for Segments of a Business Enterprise, replacing the "industry segment" approach with
the "management" approach. The management approach designates the internal reporting structure used by management for making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosures about products and services, geographic areas, and major customers. For comparative purposes, prior period disclosures have
been restated to reflect adoption of this standard. The adoption of SFAS No. 131 did not effect the Company's consolidated financial position, results of operations or cash flows.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate. The Company's pro rata share of remediation costs that relate to an
existing condition caused by past operations are accrued when it is probable that these costs will be incurred and can be reasonably estimated.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133,Accounting for Derivative Instruments and Hedging
Activities. SFAS 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000 (December 31, 2001 for the Company).
SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or
other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. For fair-value hedge transactions
in which the Company is hedging changes in the fair value of an asset, liability, or firm commitment, changes in the fair value of the derivative instrument will generally be offset in the income
statement by changes in the hedged item's fair value. For cash-flow hedge transactions, in which the Company is hedging the variability of cash flows related to a variable-rate
asset, liability, or a forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument
that are reported in other comprehensive income will be reclassified as earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. The ineffective
portion of all hedges will be recognized in current-period earnings. Management is reviewing the provisions of SFAS No. 133 and does not believe that the Company's financial statements will be
materially impacted by the adoption.

Reclassifications

Certain reclassifications have been made to prior years' financial statements to conform with the 1999 presentation.

40



4. Inventories:

Inventories were comprised of:

|                  |  | December 31,
1999 |        | December 25,
1998
|----------------- |  | ----------------- | ------ | -----------------
|Raw materials     |  | $                 | 57,146 |                  
|Work in process   |  |                   | 11,708 |                  
|Finished products |  |                   | 13,645 |                  
|                  |  |                   |        |                  
|                  |  | $                 | 82,499 |                  
|                  |  |                   |        |                  

5. Property, Plant and Equipment:

Components of property, plant and equipment were as follows:

|                              |  | December 31,
1999 |         | December 25,
1998 |  
|----------------------------- |  | ----------------- | ------- | ----------------- | -
|Land and improvements         |  | $                 | 9,294   |                   | $
|Buildings                     |  |                   | 43,577  |                   |  
|Machinery and equipment       |  |                   | 93,751  |                   |  
|                              |  |                   |         |                   |  
|                              |  |                   | 146,622 |                   |  
|Less accumulated depreciation |  |                   | (29,914 | )                 |  
|                              |  |                   |         |                   |  
|                              |  |                   | 116,708 |                   |  
|Construction in progress      |  |                   | 3,701   |                   |  
|                              |  |                   |         |                   |  
|                              |  | $                 | 120,409 |                   | $
|                              |  |                   |         |                   |  

Depreciation
expense was $10.6 million, $9.7 million, and $9.0 million for the years ended December 31, 1999, December 25, 1998, and December 26, 1997,
respectively.

6. Long-Term Obligations:

Long-term obligations consisted of the following:

|                                          |  | December 31,
1999 |         | December 25,
1998 |  
|----------------------------------------- |  | ----------------- | ------- | ----------------- | -
|Credit Agreement:                         |  |                   |         |                   |  
|Revolving Credit Facility                 |  | $                 | 57,600  |                   | $
|Term Loans                                |  |                   | 28,679  |                   |  
|11.25% Senior Subordinated Notes due 2006 |  |                   | 135,000 |                   |  
|                                          |  |                   |         |                   |  
|                                          |  |                   | 221,279 |                   |  
|Less current portion                      |  |                   | (6,236  | )                 |  
|                                          |  |                   |         |                   |  
|                                          |  | $                 | 215,043 |                   | $
|                                          |  |                   |         |                   |  

41



The
Company has outstanding borrowings under a credit agreement (the "Credit Agreement") consisting of term loans (the "Term Loans") and a revolving credit facility (the "Revolving Credit Facility"),
a portion of which is available for letters of credit and swing loans.

The
Term Loans consist of the following facilities:

|                      |  | December 31,
1999 |        | December 25,
1998
|--------------------- |  | ----------------- | ------ | -----------------
|Dutch Guilder         |  | $                 |       |                  
|Pound Sterling        |  |                   | 2,531  |                  
|U.S. DollarTranche A |  |                   | 5,204  |                  
|U.S. DollarTranche B |  |                   | 5,042  |                  
|U.S. DollarTranche C |  |                   | 15,902 |                  
|                      |  |                   |        |                  
|                      |  | $                 | 28,679 |                  
|                      |  |                   |        |                  

Effective
April 6, 1999, the Company amended its Credit Agreement to, among other items, allow for the additional borrowings under the Revolving Credit Facility to finance acquisitions (see
Note 2), allow for the prepayment of the Dutch Guilder facility and to permanently waive the 1998 excess cash flow provision described below.

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 borrowings under the Term Loans and the Revolving Credit
Facility are repaid in the currency in which the loan is made.

Outstanding
loans under the Tranche A Facility must be repaid by December 31, 2000. Outstanding loans under the Pound Sterling facility must be repaid by June 30, 2001. Outstanding loans
under the Revolving Credit Facility must be repaid by June 30, 2002; provided, however, that subject to the consent of the lender under the Revolving Credit Facility, the Company will have the
option to extend the final maturity date on the Revolving Credit Facility to June 2004. Outstanding loans under the Tranche C Facility must be repaid by September 30, 2002. Outstanding
loans under the Tranche B Facility must be repaid by March 31, 2003.

The
terms of the Credit Agreement require an additional payment on the Company's outstanding Term Loans on an annual basis based upon the Company's excess cash flows ("Excess Cash Flow Provision," as
defined in the Credit Agreement). Based on the Company's cash flows for the year ended December 31, 1999, the payment required under the Excess Cash Flow Provision is estimated to be
approximately $1.0 million. For the year ended December 25, 1998, the payment required under the Excess Cash Flow Provision was $27.5 million, which payment was permanently waived
effective April 9, 1999, in accordance with the amendment to the Credit Facility previously discussed. As of December 31, 1999 and December 25, 1998, respectively, neither of the
respective payments required under the Excess Cash Flow Provision were included in current maturities of long-term debt based on the Company's intent and ability to finance these payments
through the use of its long-term Revolving Credit Facility.

Through
December 31, 1999, at the option of the Company, the interest rates applicable to the loans under the Credit Agreement were based upon a Base Rate or a Eurocurrency Rate (both as
defined), plus their respective margins. From December 28, 1996 through December 26, 1997, the margins were as follows:

42



(a) Base
Rate plus 1.75% in the case of the Revolving Credit Facility and all U.S. Dollar denominated Term Loans except the Tranche B Facility, or 2.25% in the case of the Tranche B Facility;
or (b) Eurocurrency Rate for one, three or six months, plus 2.75% in the case of the Revolving Credit Facility and all Term Loans except the Tranche B Facility and Tranche C Facility, or 3.25%
in the case of the Tranche B Facility and Tranche C Facility. In November, 1997, the Credit Agreement was amended to provide for variable rate margins, determined quarterly, based upon the Company's
ratio of EBITDA (earnings before interest, taxes, depreciation and amortization) to total debt. For periods after December 26, 1997, the maximum and minimum base rate margins are 1.75% and
1.00%, respectively. The maximum and minimum Eurocurrency rate margins are 2.75% and 1.25%, respectively. At December 31, 1999, the interest rate payable under the Revolving Credit Facility
averaged 7.259%, the interest rate on the Tranche B and Tranche C Facilities averaged 8.157%, and the interest rate on the Tranche A Facility and Pound Sterling Facility averaged 7.565%.

As
of December 31, 1999, an undrawn amount of $42.4 million remained under the Revolving Credit Facility and was fully available. During 1999, debt decreased $567.7 thousand due
to fluctuations in the foreign exchange rates, as compared to a decrease of $22.7 thousand during 1998.

The
Credit Agreement contains certain covenants and restrictions on actions by the Company and its subsidiaries, including certain restrictions on the payment of cash dividends. 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
requirements and maximum amounts of capital expenditures. As of December 31, 1999, the Company was in compliance with these covenants and restrictions.

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, 2003 and bear interest at
the rate of 11.25% per annum, payable semiannually in arrears on April 1 and October 1 of each year. 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 as specified in the note indenture dated as of September 25, 1996, under which the Notes were issued, plus accrued and unpaid
interest to the redemption date, at the following redemption prices:

|Year |  | Percentage |  
|---- |  | ---------- | -
|2001 |  | 105.625    | %
|2002 |  | 103.750    | %
|2003 |  | 101.875    | %
|2004 |  | 100.000    | %

In
the event of certain changes affecting withholding taxes applicable to certain payments on the Notes, the Notes may be redeemed at any time in whole, and not in part, at the option of the Company,
at 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

43



Upon
a change of control, each holder of the Notes may require the Company to repurchase such holder's Notes in whole or in part at the purchase price equal to 101% of the principal amount thereof
plus accrued and unpaid interest to the purchase date. However, the Credit Agreement will prohibit the purchase of outstanding Notes prior to repayment of the borrowings under the Credit Agreement.

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 31, 1999 are as follows:

|2000       |  | $ | 6,236  
|---------- |  | - | -------
|2001       |  |   | 5,400  
|2002       |  |   | 12,573 
|2003       |  |   | 4,472  
|2004       |  |   | 57,598 
|Thereafter |  |   | 135,000
|           |  |  
|           |  | $ | 221,279
|           |  |  

The
Notes are guaranteed on a senior subordinated basis by Euramax International, Inc., Amerimax Fabricated Products, Inc., and two new U.K. holding companies, Euramax International
Holdings Limited and Euramax Continental Limited. The borrowings under the Credit Agreement are guaranteed by the Company and all of its subsidiaries, other than its French subsidiaries. Substantially
all assets of the Company are pledged as collateral against the borrowings under the Credit Agreement.

To
facilitate the payment of interest and repayment of the notes issued by the Dutch and U.K. holding companies, on December 27, 1996, the Company entered into two currency swap agreements
("Dutch Guilder swap" and "Pound Sterling swap") with a major banking institution. The agreements provide for exchanges of interest payments in Dutch Guilders and Pounds Sterling for U.S. Dollars on
April 1, and October 1 of each year, and provide for exchanges of principal amounts at maturity on October 1, 2003. In a series of transactions completed on August 7, 1998,
the Company sold its interest in the Dutch Guilder swap whereby the Company was to receive $50.0 million in exchange for 85.1 million Dutch Guilders on October 1, 2003. Proceeds
from the sale approximated $7.6 million and were used to reduce long-term indebtedness. The net gain on the sale was not material. Concurrent with the sale, the Company entered into
a new currency swap requiring the Company to exchange 75.0 million Dutch Guilders for $37.5 million at maturity on October 1, 2003. Under the new agreement, the Company pays the
counterparty a fixed rate of interest of 9.865% on the notional Dutch Guilders value in exchange for receiving interest of 11.25% on the notional U.S. dollar value. The Pound Sterling swap requires
the Company to exchange 16.0 million Pounds Sterling for $25.0 million at maturity on October 1, 2003. The Company pays the counterparty a fixed rate of interest of 12.72% on the
notional Pounds Sterling value in exchange for receiving interest of 11.25% on the notional U.S. dollar value. At December 31, 1999, the aggregate fair value of the currency swap agreements was
$720.0 thousand. Substantially all assets of the Company are pledged as collateral against the currency swaps.

44



On
June 2, 1998, the Company entered into an interest rate swap agreement to reduce the volatility associated with U.S. LIBOR interest rate fluctuations. The agreement provides for the Company
to swap floating U.S. LIBOR interest rates, on a notional amount of $75.0 million of U.S. Dollar indebtedness, for a floating rate tied to a historically less volatile index. The agreement,
expiring June 2, 2003, also caps the highest rate of interest to be paid on the first $75.0 million of LIBOR based borrowings by the Company at 9.5%. The net cash amounts paid or
received on the swap are accrued and recognized as an adjustment to interest expense. At December 31, 1999, the Company was a floating rate payor of 5.2831% and received a floating rate of
6.115% on the notional amount of $75.0 million. At December 31, 1999, the fair value of the interest rate swap agreement was $(1.2) 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 Notes which are
measured at the quoted market rate. The fair value of the Notes was $136.4 million at December 31, 1999. All other long-term debt approximates the carrying value at
December 31, 1999.

7. Capital Structure:

Common Stock

In connection with the Reorganization described in Note 1, the Company authorized the issuance of 60,000,000 shares of stock consisting of: (i) 55,000,000 shares
of Class A voting common stock, par value one cent ($0.01) per share; and (ii) 5,000,000 shares of Class B restricted voting common stock, par value one cent ($0.01) per share. Of
the total authorized shares of stock, the Company issued 45,567,312 shares of Class A voting common stock and 4,434,680 shares of Class B restricted voting common stock, for a total of
50,001,992 shares of common stock. As of December 31, 1999, the Company had issued and outstanding 50,001,992 shares of common stock with a par value of one cent ($0.01) per share. Except with
respect to voting rights, all shares of Class A and Class B common stock are identical in all
respects and entitle the holders thereof to the same rights, preferences and privileges, and are subject to the same qualifications, limitations and restrictions, all as described in the Company's
Certificate of Incorporation. The Credit Agreement contains certain restrictions on the payment of cash dividends.

The
holders of Class A common stock are entitled to one vote per share on all matters voted on by the Company's stockholders, and the holders of Class B common stock are generally
entitled to one vote per ten (10) shares held on any matters to be voted on the by the Company's stockholders, with exceptions as noted in the Company's Certificate of Incorporation. In
addition, each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of the holder.

Preference and Ordinary Shares

In connection with the Acquisition described in Note 1, the Company issued the equivalent of 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. In addition, the Company issued 1,000,000
ordinary shares as follows: 911,520 ordinary shares with a stated value of $1 per share and 88,480 non-voting ordinary shares with a stated value of $1 per share. In connection with the
Reorganization described in Note 1, all ordinary and preference shares, including accrued but unpaid dividends, were cancelled.

45



8. Income Taxes:

The provisions for income taxes are comprised of the following:

|             |  | Year ended
December 31,
1999 |        | Year ended
December 25,
1998 |   | Year ended
December 26,
1997
|------------ |  | ---------------------------- | ------ | ---------------------------- | - | ----------------------------
|Current:     |  |                              |        |                              |   |                             
|U.S. Federal |  | $                            | 2,497  |                              | $ | 1,336                       
|Non-U.S.     |  |                              | 3,973  |                              |   | 5,127                       
|State        |  |                              | 570    |                              |   | 250                         
|             |  |                              |        |                              |   |                             
|             |  |                              | 7,040  |                              |   | 6,713                       
|             |  |                              |        |                              |   |                             
|Deferred:    |  |                              |        |                              |   |                             
|U.S. Federal |  |                              | 3,738  |                              |   | 2,706                       
|Non-U.S.     |  |                              | 414    |                              |   | 327                         
|State        |  |                              | (175   | )                            |   | 507                         
|             |  |                              |        |                              |   |                             
|             |  |                              | 3,977  |                              |   | 3,540                       
|             |  |                              |        |                              |   |                             
|             |  | $                            | 11,017 |                              | $ | 10,253                      
|             |  |                              |        |                              |   |                             

The
results for the year ended December 26, 1997, included an extraordinary loss of $1.8 million, net of tax benefit of $1.1 million, for the write-off of deferred
financing costs in connection with the amendment and restatement of the Company's Credit Agreement to, among other items, provide available borrowings for the Fabral Acquisition.

The
U.S. and non-U.S. components of earnings before income taxes and extraordinary item are as follows:

|         |  | Year ended
December 31,
1999 |        | Year ended
December 25,
1998 |   | Year ended
December 26,
1997
|-------- |  | ---------------------------- | ------ | ---------------------------- | - | ----------------------------
|U.S.     |  | $                            | 14,407 |                              | $ | 10,542                      
|Non-U.S. |  |                              | 8,169  |                              |   | 12,595                      
|         |  |                              |        |                              |   |                             
|         |  | $                            | 22,576 |                              | $ | 23,137                      
|         |  |                              |        |                              |   |                             

46



Reconciliation
of the differences between income taxes computed at the U.S. Federal statutory tax rate and the Company's income tax provision follows:

|                                                              |  | Year ended
December 31,
1999 |        | Year ended
December 25,
1998 |   | Year ended
December 26,
1997 | 
|------------------------------------------------------------- |  | ---------------------------- | ------ | ---------------------------- | - | ---------------------------- | 
|Tax at U.S. Federal statutory rate                            |  | $                            | 7,989  |                              | $ | 8,098                        | 
|State income taxes, net of U.S. Federal income tax Benefit    |  |                              | 659    |                              |   | 439                          | 
|Non-U.S. taxes, net                                           |  |                              | 199    |                              |   | 81                           | 
|Reorganization costs                                          |  |                              | 893    |                              |   |                             | 
|Other permanent differences (primarily goodwill amortization) |  |                              | 1,173  |                              |   | 1,063                        | 
|Other, net                                                    |  |                              | 104    |                              |   | 572                          | 
|                                                              |  |                              |        |                              |   |                              | 
|                                                              |  | $                            | 11,017 |                              | $ | 10,253                       | 
|                                                              |  |                              |        |                              |   |                              | 

At
December 31, 1999 and December 25, 1998, the combined tax-effected temporary differences are as follows:

|                                            |  | Asset (Liability) |        
|------------------------------------------- |  | ----------------- | -------
|
|Accrued expenses                            |  | $                 | 1,037  
|Allowance for doubtful accounts             |  |                   | 164    
|Book versus tax basis of inventory          |  |                   | 924    
|Other                                       |  |                   |       
|                                            |  |                   |        
|Current, net                                |  |                   | 2,125  
|                                            |  |                   |        
|Book versus tax basis of depreciable assets |  |                   | (17,721
|Net operating losses                        |  |                   | 6,149  
|Accrued pension liability                   |  |                   | 209    
|Other                                       |  |                   | (2,688 
|                                            |  |                   |        
|Noncurrent, net                             |  |                   | (14,051
|                                            |  |                   |        
|Total, net                                  |  | $                 | (11,926
|                                            |  |                   |        

The
earnings of non-U.S. subsidiaries are considered to be permanently invested. Any tax amounts owed as a result of the recovery of taxable temporary differences attributable to such
investments would not be material. In addition, Fabral has U.S. operating tax loss carryforwards of approximately $20.3 million which are available to offset future taxable income and taxes.
The tax carryforward benefits begin to expire in 2010. Internal Revenue Service code section 382 imposes an annual limitation of approximately $4.0 million for the Fabral net operating
loss. The Company believes that this limitation will not affect its ability to utilize the net operating losses prior to expiration.

47



9. Comprehensive Income:

Accumulated other comprehensive income (loss) balances were as follows:

|                                     |  | Foreign
Currency
Translation
Adjustment |        | Minimum
Pension
Liability |   | Accumulated
Other
Comprehensive
Loss |  
|------------------------------------ |  | --------------------------------------- | ------ | ------------------------- | - | ------------------------------------ | -
|Beginning balance, December 25, 1998 |  | $                                       | 264    |                           | $ | (2,946                               | )
|Current period change                |  |                                         | (4,480 | )                         |   | 1,985                                |  
|                                     |  |                                         |        |                           |   |                                      |  
|Ending balance, December 31, 1999    |  | $                                       | (4,216 | )                         | $ | (961                                 | )
|                                     |  |                                         |        |                           |   |                                      |  

There
were no tax effects related to the foreign currency translation adjustment component of other comprehensive loss for any year presented because the earnings of the subsidiaries are considered to
be permanently invested (see Note 8). The tax effects related to the minimum pension liability component of other comprehensive income (loss) were $209.4 thousand for the year ended
December 31, 1999, $1.6 million for the year ended December 25, 1998, and were not significant for the year ended December 26, 1997.

10. Employee Retirement Plans:

During 1998, the Company adopted SFAS No. 132,Employers' Disclosures about Pensions and Other Post Retirement
Benefits.The adoption of SFAS No. 132 did not effect the Company's consolidated financial position, results of operations or cash flows.

U.S. Plans:

Defined Benefit:

The Company maintains a non-contributory defined benefit pension plan covering substantially all U.S. hourly employees.

48



The
following table sets forth the reconciliations of the projected benefit obligation and plan assets, the funded status of the plan and the amounts recognized in the Company's consolidated balance
sheets:

|                                                      |  | Year ended
December 31,
1999 |       | Year ended
December 25,
1998 |  
|----------------------------------------------------- |  | ---------------------------- | ----- | ---------------------------- | -
|Change in benefit obligation                          |  |                              |       |                              |  
|Projected benefit obligation at beginning of year     |  | $                            | 1,077 |                              | $
|Service cost                                          |  |                              | 375   |                              |  
|Interest cost                                         |  |                              | 90    |                              |  
|Plan amendments                                       |  |                              | 56    |                              |  
|Actuarial loss                                        |  |                              | (72   | )                            |  
|Benefits paid                                         |  |                              | (125  | )                            |  
|                                                      |  |                              |       |                              |  
|Projected benefit obligation at end of year           |  | $                            | 1,401 |                              | $
|                                                      |  |                              |       |                              |  
|Accumulated benefit obligation                        |  | $                            | 1,401 |                              | $
|                                                      |  |                              |       |                              |  
|Change in plan assets                                 |  |                              |       |                              |  
|Fair value of plan assets at beginning of year        |  | $                            | 325   |                              | $
|Actual return on plan assets                          |  |                              | 71    |                              |  
|Employer contributions                                |  |                              | 681   |                              |  
|Benefits paid                                         |  |                              | (72   | )                            |  
|                                                      |  |                              |       |                              |  
|Fair value of plan assets at end of year              |  | $                            | 1,005 |                              | $
|                                                      |  |                              |       |                              |  
|Funded status                                         |  | $                            | (396  | )                            | $
|Unrecognized actuarial loss                           |  |                              | 91    |                              |  
|Unrecognized prior service cost                       |  |                              | 237   |                              |  
|                                                      |  |                              |       |                              |  
|Net amount recognized                                 |  | $                            | (68   | )                            | $
|                                                      |  |                              |       |                              |  
|Amounts recognized in the consolidated balance sheets |  |                              |       |                              |  
|Accrued pension liability                             |  | $                            | (396  | )                            | $
|Intangible asset                                      |  |                              | 237   |                              |  
|Accumulated other comprehensive loss                  |  |                              | 91    |                              |  
|                                                      |  |                              |       |                              |  
|Net amount recognized                                 |  | $                            | (68   | )                            | $
|                                                      |  |                              |       |                              |  

Weighted
average assumptions used in the accounting for the plan include:

|                                                 |  | December 31,
1999 |   | December 25,
1998 |   | December 26,
1997 |  
|------------------------------------------------ |  | ----------------- | - | ----------------- | - | ----------------- | -
|Weighted-average assumptions                     |  |                   |   |                   |   |                   |  
|Discount rate                                    |  | 7.75              | % | 6.50              | % | 7.00              | %
|Rate of compensation increases                   |  | n/a               |   | n/a               |   | n/a               |  
|Expected long-term rate of return on plan assets |  | 8.00              | % | 8.00              | % | 8.00              | %

49



Net
periodic pension costs for the plan include the following components:

|                                                    |  | Year ended
December 31,
1999 |     | Year ended
December 25,
1998 |   | Year ended
December 26,
1997 |  
|--------------------------------------------------- |  | ---------------------------- | --- | ---------------------------- | - | ---------------------------- | -
|Components of net periodic pension cost             |  |                              |     |                              |   |                              |  
|Service cost                                        |  | $                            | 375 |                              | $ | 295                          |  
|Interest cost                                       |  |                              | 90  |                              |   | 46                           |  
|Expected return on assets                           |  |                              | (51 | )                            |   | (14                          | )
|Amortization of prior service cost                  |  |                              | 18  |                              |   | 15                           |  
|Recognized net actuarial loss                       |  |                              | 25  |                              |   | 5                            |  
|                                                    |  |                              |     |                              |   |                              |  
|Net periodic pension cost                           |  |                              | 457 |                              |   | 347                          |  
|Settlements, curtailments, and termination benefits |  |                              |     |                              |   |                              |  
|Settlement loss                                     |  |                              |    |                              |   |                             |  
|Curtailment loss                                    |  |                              |    |                              |   |                             |  
|                                                    |  |                              |     |                              |   |                              |  
|Pension expense for the fiscal year                 |  | $                            | 457 |                              | $ | 347                          |  
|                                                    |  |                              |     |                              |   |                              |  

Defined Contribution:

The Company maintains two 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. The Company matches a certain percentage of employee pre-tax contributions up to certain limits. Further, the plans
provide for discretionary contributions by the Company based on years of service and age. The Company's expense for the years ended December 31, 1999, December 25, 1998, and
December 26, 1997, was approximately $1.4 million, $1.2 million, and $1.1 million, respectively.

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").

50



The
following table sets forth the reconciliations of the projected benefit obligations and plan assets, the funded status of the U.K. Plan and amounts recognized in the Company's consolidated balance
sheets:

|                                                      |  | Year ended
December 31,
1999 |        | Year ended
December 25,
1998 |  
|----------------------------------------------------- |  | ---------------------------- | ------ | ---------------------------- | -
|Change in benefit obligation                          |  |                              |        |                              |  
|Projected benefit obligation at beginning of year     |  | $                            | 16,910 |                              | $
|Service cost                                          |  |                              | 882    |                              |  
|Interest cost                                         |  |                              | 967    |                              |  
|Employee contributions                                |  |                              | 259    |                              |  
|Actuarial loss                                        |  |                              | (1,310 | )                            |  
|Benefits paid                                         |  |                              | (640   | )                            |  
|Special termination benefits                          |  |                              | 23     |                              |  
|Currency translation adjustment                       |  |                              | (577   | )                            |  
|                                                      |  |                              |        |                              |  
|Projected benefit obligation at end of year           |  | $                            | 16,514 |                              | $
|                                                      |  |                              |        |                              |  
|Accumulated benefit obligation at end of year         |  | $                            | 16,514 |                              | $
|                                                      |  |                              |        |                              |  
|Change in plan assets                                 |  |                              |        |                              |  
|Fair value of plan assets at beginning of year        |  | $                            | 11,836 |                              | $
|Actual return on plan assets                          |  |                              | 2,419  |                              |  
|Employer contributions                                |  |                              | 833    |                              |  
|Employee contributions                                |  |                              | 259    |                              |  
|Benefits paid                                         |  |                              | (640   | )                            |  
|Administrative expenses                               |  |                              | (57    | )                            |  
|Currency translation adjustment                       |  |                              | (410   | )                            |  
|                                                      |  |                              |        |                              |  
|Fair value of plan assets at end of year              |  | $                            | 14,240 |                              | $
|                                                      |  |                              |        |                              |  
|Funded status                                         |  | $                            | (2,274 | )                            | $
|Unrecognized net loss, net of tax benefit             |  |                              | 789    |                              |  
|                                                      |  |                              |        |                              |  
|Net amount recognized                                 |  | $                            | (1,485 | )                            | $
|                                                      |  |                              |        |                              |  
|Amounts recognized in the consolidated balance sheets |  |                              |        |                              |  
|Accrued pension liability                             |  | $                            | (2,274 | )                            | $
|Accumulated other comprehensive loss                  |  |                              | 789    |                              |  
|                                                      |  |                              |        |                              |  
|Net amount recognized                                 |  | $                            | (1,485 | )                            | $
|                                                      |  |                              |        |                              |  

Weighted
average assumptions used in the accounting for the U.K. plan include:

|Weighted average assumptions                     |  | December 31,
1999 |   | December 25,
1998 |   | December 26,
1997 |  
|------------------------------------------------ |  | ----------------- | - | ----------------- | - | ----------------- | -
|Discount rate                                    |  | 6.25              | % | 6.00              | % | 7.25              | %
|Rate of compensation increases                   |  | 3.75              | % | 3.50              | % | 4.75              | %
|Expected long-term rate of return on plan assets |  | 7.50              | % | 8.75              | % | 9.75              | %

51



Net
periodic pension cost for the U.K. Plan includes the following components:

|                                        |  | Year ended
December 31,
1999 |       | Year ended
December 25,
1998 |   | Year ended
December 26,
1997 |  
|--------------------------------------- |  | ---------------------------- | ----- | ---------------------------- | - | ---------------------------- | -
|Components of net periodic pension cost |  |                              |       |                              |   |                              |  
|Service cost                            |  | $                            | 882   |                              | $ | 754                          |  
|Interest cost                           |  |                              | 967   |                              |   | 873                          |  
|Expected return on assets               |  |                              | (856  | )                            |   | (915                         | )
|Amortization of prior service cost      |  |                              |      |                              |   |                             |  
|Recognized net gain                     |  |                              | 210   |                              |   | (1                           | )
|                                        |  |                              |       |                              |   |                              |  
|Net periodic pension cost               |  | $                            | 1,203 |                              | $ | 711                          |  
|                                        |  |                              |       |                              |   |                              |  

Supplemental Executive Retirement Plan:

In addition to the above retirement plans, in 1996, the Company adopted a non-qualified and unfunded supplemental executive retirement plan (the "SERP"). The SERP
was designed to supplement benefits payable under other plans of the Company to eligible executives.

The
following table sets forth the reconciliations of the projected benefit obligations, the funded status and the amounts recognized in the Company's consolidated balance sheets:

|                                                      |  | Year ended
December 31,
1999 |        | Year ended
December 25,
1998 |  
|----------------------------------------------------- |  | ---------------------------- | ------ | ---------------------------- | -
|Change in benefit obligation                          |  |                              |        |                              |  
|Projected benefit obligation at beginning of year     |  | $                            | 838    |                              | $
|Service cost                                          |  |                              | 6      |                              |  
|Interest cost                                         |  |                              | 68     |                              |  
|Plan amendments                                       |  |                              | 142    |                              |  
|Actuarial (gain) loss                                 |  |                              | (7     | )                            |  
|                                                      |  |                              |        |                              |  
|Projected benefit obligation at end of year           |  | $                            | 1,047  |                              | $
|                                                      |  |                              |        |                              |  
|Funded status                                         |  | $                            | (1,047 | )                            | $
|Unrecognized prior service cost                       |  |                              | 309    |                              |  
|Unrecognized net loss                                 |  |                              | 80     |                              |  
|                                                      |  |                              |        |                              |  
|Net amount recognized                                 |  | $                            | (658   | )                            | $
|                                                      |  |                              |        |                              |  
|Amounts recognized in the consolidated balance sheets |  |                              |        |                              |  
|Accrued pension liability                             |  | $                            | (1,047 | )                            | $
|Intangible asset                                      |  |                              | 309    |                              |  
|Accumulated other comprehensive income                |  |                              | 80     |                              |  
|                                                      |  |                              |        |                              |  
|Net amount recognized                                 |  | $                            | (658   | )                            | $
|                                                      |  |                              |        |                              |  

52



Weighted
average assumptions used in the accounting for the SERP include:

|                                                 |  | December 31,
1999 |   | December 25,
1998 |   | December 26,
1997 |  
|------------------------------------------------ |  | ----------------- | - | ----------------- | - | ----------------- | -
|Weighted-average assumptions                     |  |                   |   |                   |   |                   |  
|Discount rate                                    |  | 7.75              | % | 6.50              | % | 7.00              | %
|Rate of compensation increases                   |  | n/a               |   | n/a               |   | n/a               |  
|Expected long-term rate of return on plan assets |  | n/a               |   | n/a               |   | n/a               |  

Net
periodic pension cost for the SERP includes the following components:

|                                            |  | Year ended
December 31,
1999 |     | Year ended
December 25,
1998 |   | Year ended
December 26,
1997
|------------------------------------------- |  | ---------------------------- | --- | ---------------------------- | - | ----------------------------
|Components of net periodic pension cost     |  |                              |     |                              |   |                             
|Service cost                                |  | $                            | 6   |                              | $ |                            
|Interest cost                               |  |                              | 68  |                              |   | 53                          
|Amortization and deferral of actuarial loss |  |                              | 6   |                              |   |                            
|Amortization of prior service cost          |  |                              | 39  |                              |   | 25                          
|                                            |  |                              |     |                              |   |                             
|Net periodic pension cost                   |  | $                            | 119 |                              | $ | 78                          
|                                            |  |                              |     |                              |   |                             

11. Incentive Plans:

Incentive Compensation Plan

The Company has an incentive compensation plan that covers key employees. The costs of the plan are computed in accordance with a formula that incorporates EBITDA (defined in
Note 6) and return on average net assets. Costs of the plan for the years ended December 31, 1999, December 25, 1998, and December 26, 1997, were approximately
$2.6 million, $2.2 million, and $2.4 million, respectively.

Long-Term Incentive Plan

In 1998, the Company established the Euramax International 1999 Phantom Stock Plan (the "Plan") which was effective January 1, 1999. The purpose of the Plan is to link
the interests of the participants to those of the Company's shareholders through compensation that is tied to the increase in the equity value of the Company over the long term. Participation in the
Plan is limited to key executives and certain other management employees as approved, from time to time, by a Committee selected by the President.

The
Plan provides for one-time awards of phantom shares to selected participants. A phantom share is a unit equal to 4% of the equity value of the Company, as defined by the Plan, divided
by 40,000 (the maximum number of phantom shares that may be awarded to participants under the Plan). A phantom share entitles the participant to receive compensation equal to the fair market value of
a phantom share when fully vested, minus the beginning value of a phantom share at the date of grant, all as defined by the Plan. On January 1, 1999, 36,000 of the phantom shares were granted.
Compensation expense accrues in the period from the date of grant to the date fully vested, adjusted for changes in the value of the phantom shares. No compensation expense was recorded during fiscal
years 1999 or 1998 in connection with the

53



Plan.
The awards become fully vested on the earlier of a change in control; a listing; the death, disability or retirement of the participant; or December 31, 2003. Compensation will be paid
out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control; a listing; or the death, disability or retirement of the participant; in which case the
compensation will be paid out sooner.

12. Commitments and Contingencies:

Minimum commitments under long-term noncancelable operating leases, principally for operating and office facilities, totaled $19.4 million at
December 31, 1999 were as follows:

|2000       |  | $ | 5,066 
|---------- |  | - | ------
|2001       |  |   | 3,898 
|2002       |  |   | 3,364 
|2003       |  |   | 2,296 
|2004       |  |   | 1,401 
|Thereafter |  |   | 3,330 
|           |  |  
|           |  | $ | 19,355
|           |  |  

Rent
expense amounted to $6.4 million, $6.3 million and $4.7 million for the years ended December 31, 1999, December 25, 1998 and December 26, 1997,
respectively.

Raw Materials

The principal raw materials required by the Company's manufacturing operations are aluminum coils and extrusions and steel coils, all of which are purchased at competitive
prevailing market prices. Management believes adequate sources of supply exist for the Company's raw material requirements.

Insurance

The Company maintains insurance coverage for various aspects of its business and operations, including general liability, workers' compensation and employee health benefits.
The Company has elected, however, to retain a portion of losses that occur through the use of various deductibles, limits and retentions under certain of its insurance programs. This situation may
subject the Company to some future liability for which it is only partially insured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in
negotiating the terms and conditions of its contracts.

Employment Agreements

The Company has employment agreements with certain of its executive officers. Such agreements provide for minimum salary levels as well as incentive bonuses that are payable if
specified operating goals are attained. In addition, the agreements provide for severance benefits, as well as disability and death benefits.

54



Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it
is the opinion of the Company's management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be
expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.

Environmental Matters

The Company's operations are subject to federal, state, local and European environmental laws and regulations concerning the management of pollution and hazardous substances.

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 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,

55



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.

13. Segment Information:

In 1998, the Company adopted SFAS No. 131,Disclosures about Segments of an Enterprise and Related
Information. Prior years' operations and geographic data have been restated to reflect adoption of this standard. The Company's reportable segments have been aggregated
according to manufacturing process and are as follows:

European roll coatingThe European roll coating facilities primarily apply a variety of liquid (primarily paint) coatings to bare aluminum
or steel coil, providing a baked-on finish. The facilities also fabricate panels for the recreational vehicle industry.

U.S. fabricationThe U.S. fabrication facilities primarily process coated coil through slitting operations which cut the coils into more
narrow widths. The cut coils then undergo a variety of downstream production processes which further fabricate the aluminum and steel sheet to form the desired product. The predominant fabricating
activity is rollforming, which begins with steel or aluminum and results in the production of gutters, roofing, siding, soffit, fascia, trim, and other products. In addition, the facilities laminate
fiberglass and aluminum products by adhering fiberglass sheet to wood or other solid substrates and fabricate windows from vinyl extrusions and glass. Three of the U.S. facilities also have roll
coating facilities for internal processing. The facilities utilize distribution facilities located strategically throughout the U.S.

European fabricationThe predominant fabricating activity begins with aluminum extrusions and glass which are welded and glazed and that
result in the production of windows, doors, shower enclosures, sunroofs and other products.

The
accounting policies of the segments are the same as those described in Note 3, "Summary of Significant Accounting Policies." Segment data includes intersegment revenues. The Company
evaluates the performance of its segments and allocates resources to them based primarily on EBITDA.

The
Company is organized primarily on the basis of seven operating subsidiaries. Two of the subsidiaries have been aggregated into the "European roll coating" segment, the three U.S. subsidiaries have
been

56



aggregated
into the "U.S. fabrication" segment, and two of the European subsidiaries have been aggregated into the "European fabrication" segment. The table below presents information about reported
segments for the fiscal years ended December 31, 1999, December 25, 1998, and December 26, 1997:

|                             |  | European
Roll Coating |         | U.S.
Fabrication |   | European
Fabrication |  | Total
|---------------------------- |  | --------------------- | ------- | ---------------- | - | -------------------- |  | -----
|Year ended December 31, 1999 |  |                       |         |                  |   |                      |  |      
|Sales                        |  | $                     | 140,075 |                  | $ | 397,437              |  | $    
|EBITDA                       |  |                       | 20,185  |                  |   | 35,294               |  |      
|Year ended December 25, 1998 |  |                       |         |                  |   |                      |  |      
|Sales                        |  | $                     | 163,000 |                  | $ | 398,115              |  | $    
|EBITDA                       |  |                       | 23,116  |                  |   | 33,138               |  |      
|Year ended December 26, 1997 |  |                       |         |                  |   |                      |  |      
|Sales                        |  | $                     | 152,159 |                  | $ | 337,124              |  | $    
|EBITDA                       |  |                       | 22,466  |                  |   | 27,941               |  |      

A
reconciliation of total segment sales to total consolidated sales and of total segment EBITDA to total consolidated earnings before income taxes and extraordinary item, for the years ended
December 31, 1999, December 25, 1998 and December 26, 1997.

|                                                                 |  | Year ended
December 31,
1999 |         | Year ended
December 25,
1998 |   | Year ended
December 26,
1997 |  
|---------------------------------------------------------------- |  | ---------------------------- | ------- | ---------------------------- | - | ---------------------------- | -
|Sales                                                            |  |                              |         |                              |   |                              |  
|Total segment sales                                              |  | $                            | 599,534 |                              | $ | 625,895                      |  
|Plus: Sales of subsidiaries disposed of in 1997                  |  |                              |        |                              |   |                             |  
|Eliminations                                                     |  |                              | (2,775  | )                            |   | (9,676                       | )
|                                                                 |  |                              |         |                              |   |                              |  
|Consolidated net sales                                           |  | $                            | 596,759 |                              | $ | 616,219                      |  
|                                                                 |  |                              |         |                              |   |                              |  
|EBITDA                                                           |  |                              |         |                              |   |                              |  
|Total EBITDA for reportable segments                             |  | $                            | 63,521  |                              | $ | 64,136                       |  
|Plus: EBITDA of subsidiaries disposed in 1997                    |  |                              |        |                              |   |                             |  
|Expenses that are not segment specific                           |  |                              | (5,411  | )                            |   | (5,026                       | )
|Depreciation and amortization                                    |  |                              | (13,728 | )                            |   | (12,326                      | )
|Interest                                                         |  |                              | (21,806 | )                            |   | (23,647                      | )
|                                                                 |  |                              |         |                              |   |                              |  
|Consolidated earnings before income taxes and extraordinary item |  | $                            | 22,576  |                              | $ | 23,137                       |  
|                                                                 |  |                              |         |                              |   |                              |  

Segment
assets are not included in the above table because asset information is not reported by segment in the information reviewed by the chief operating decision maker for purposes of making
decisions about allocating resources to the segments and assessing their performance.

57



The
following table reflects revenues from external customers by groups of similar products for the years ended December 31, 1999, December 25, 1998, and December 26, 1997:

|Customers/Markets                        |  | Primary Products                                                                                                                                            |  | Year ended
December 31,
1999 |         | Year ended
December 25,
1998 |   | Year ended
December 26,
1997
|---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | ---------------------------- | - | ----------------------------
|OEMs                                     |  | Painted aluminum sheet and coil; fabricated painted aluminum, laminated and fiberglass panels; RV doors, windows and roofing; and composite building panels |  | $                            | 262,733 |                              | $ | 280,996                     
|Rural Contractors                        |  | Steel and aluminum roofing and siding                                                                                                                       |  |                              | 121,612 |                              |   | 125,709                     
|Home Centers                             |  | Raincarrying systems, roofing accessories, windows, doors, and shower enclosures                                                                            |  |                              | 87,452  |                              |   | 88,736                      
|Manufactured Housing                     |  | Steel siding and trim components                                                                                                                            |  |                              | 49,566  |                              |   | 56,076                      
|Distributors                             |  | Metal coils, raincarrying systems and roofing accessories                                                                                                   |  |                              | 28,842  |                              |   | 23,416                      
|Industrial and Architectural Contractors |  | Standing seam panels and siding and roofing accessories                                                                                                     |  |                              | 20,480  |                              |   | 20,951                      
|Home Improvement Contractors             |  | Vinyl replacement windows; metal roofing and insulated roofing panels; shower, patio and entrance doors; and awnings                                        |  |                              | 26,074  |                              |   | 20,335                      
|                                         |  |                                                                                                                                                             |  |                              |         |                              |   |                             
|                                         |  |                                                                                                                                                             |  | $                            | 596,759 |                              | $ | 616,219                     
|                                         |  |                                                                                                                                                             |  |                              |         |                              |   |                             

58



The
following table reflects sales and long-lived asset information by geographic area as of and for the years ended December 31, 1999, December 25, 1998, and
December 26, 1997:

|                |  | Sales
|--------------- |  | -----
|
|United States   |  | $    
|The Netherlands |  |      
|United Kingdom  |  |      
|Other non-U.S.  |  |      
|                |  |      
|                |  | $    
|                |  |      

|                |  | Long-Lived Assets
|--------------- |  | -----------------
|
|United States   |  | $                
|The Netherlands |  |                  
|United Kingdom  |  |                  
|Other non-U.S.  |  |                  
|                |  |                  
|                |  | $                
|                |  |                  

Non-U.S.
revenue is based on the country in which the legal subsidiary is domiciled. No single customer represented greater than ten percent of the Company's revenues for any period
presented.

14. Subsequent Event:

On March 10, 2000, the Company signed a definitive agreement to purchase substantially all of the assets and assume certain liabilities of a U.S.
fabrication business. Completion of the acquisition is subject to certain due diligence and other conditions, at the unilateral option of the Company, and the final purchase price will be determined
pursuant to the terms of the purchase agreement. Closing on this transaction is anticipated to occur in April, 2000.

59



15. Supplemental Consolidated Financial Statements:

As described in Note 1, on September 25, 1996, Euramax purchased the Company from Alumax. As further described in Note 6, the Acquisition
was financed, in part, through the Notes. Euramax International Limited, Euramax European Holdings Limited and Euramax European Holdings B.V. are co-obligors under the Notes (the
"Co-Obligors"). As discussed in Note 1, Euramax International, Inc., the new U.S. parent of the group, has provided a full and unconditional guarantee of the Notes ("Parent
Guarantor"). In addition, Amerimax Holdings, Inc., Amerimax Fabricated Products, Inc., Euramax International Holdings Limited and Euramax Continental Limited, holding company
subsidiaries of Euramax, have provided full and unconditional guarantees of the Notes (collectively, the "Guarantor Subsidiaries"). The following supplemental condensed combining financial statements
as of December 31, 1999 and December 25, 1998, and for the years ended December 31, 1999, December 25, 1998 and December 26, 1997 reflect the financial position,
results of operations, and cash flows of each of the Parent Guarantor, the Co-Obligors, and such combined information of the Guarantor Subsidiaries and the non-guarantor
subsidiaries, principally the operating subsidiaries, (collectively, the "Non-Guarantor Subsidiaries"). The Co-Obligors and Guarantors 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 Guarantor are not presented because
management has determined that they are not material to investors.

|                                               |  | Year ended December 31, 1999 |     
|---------------------------------------------- |  | ---------------------------- | ----
|
|Net sales                                      |  | $                            |    
|Costs and Expenses:                            |  |                              |     
|Cost of goods sold                             |  |                              |    
|Selling and general                            |  |                              | 102 
|Depreciation and amortization                  |  |                              |    
|                                               |  |                              |     
|Earnings (loss) from operations                |  |                              | (102
|Equity in earnings of subsidiaries             |  |                              |    
|Interest expense, net                          |  |                              |    
|Other income (expense), net                    |  |                              |    
|                                               |  |                              |     
|Earnings (loss) before income taxes            |  |                              | (102
|Provision (benefit) for income taxes           |  |                              | 160 
|                                               |  |                              |     
|Net earnings (loss)                            |  |                              | (262
|Dividends on redeemable preference shares      |  |                              |    
|                                               |  |                              |     
|Net earnings (loss) available for shareholders |  | $                            | (262
|                                               |  |                              |     

60



|                                          |  | Year ended December 25, 1998 |  
|----------------------------------------- |  | ---------------------------- | -
|
|Net sales                                 |  | $                            | 
|Costs and Expenses:                       |  |                              |  
|Cost of goods sold                        |  |                              | 
|Selling and general                       |  |                              | 
|Depreciation and amortization             |  |                              | 
|                                          |  |                              |  
|Earnings (loss) from operations           |  |                              | 
|Equity in earnings of subsidiaries        |  |                              | 
|Interest expense, net                     |  |                              | 
|Other income (expense), net               |  |                              | 
|                                          |  |                              |  
|Earnings before income taxes              |  |                              | 
|Provision (benefit) for income taxes      |  |                              | 
|                                          |  |                              |  
|Net earnings                              |  |                              | 
|Dividends on redeemable preference shares |  |                              | 
|                                          |  |                              |  
|Net earnings available for shareholders   |  | $                            | 
|                                          |  |                              |  

61



|                                                                                       |  | Year ended December 26, 1997 |  
|-------------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Net sales                                                                              |  | $                            | 
|Costs and Expenses:                                                                    |  |                              |  
|Cost of goods sold                                                                     |  |                              | 
|Selling and general                                                                    |  |                              | 
|Depreciation and amortization                                                          |  |                              | 
|                                                                                       |  |                              |  
|Earnings (loss) from operations                                                        |  |                              | 
|Equity in earnings (loss) of subsidiaries                                              |  |                              | 
|Interest income (expense), net                                                         |  |                              | 
|Other income (expense), net                                                            |  |                              | 
|                                                                                       |  |                              |  
|Earnings (loss) before income taxes and extraordinary item                             |  |                              | 
|Provision (benefit) for income taxes                                                   |  |                              | 
|                                                                                       |  |                              |  
|Earnings before extraordinary item                                                     |  |                              | 
|Extraordinary item-loss on debt refinancing, net of income tax benefit of $1.1 million |  |                              | 
|                                                                                       |  |                              |  
|Net earnings                                                                           |  |                              | 
|Dividends on redeemable preference shares                                              |  |                              | 
|                                                                                       |  |                              |  
|Net earnings available for shareholders                                                |  | $                            | 
|                                                                                       |  |                              |  

62



|                                                                                                     |  | As of December 31, 1999 |        
|---------------------------------------------------------------------------------------------------- |  | ----------------------- | -------
|
|
|Current assets:                                                                                      |  |                         |        
|Cash and equivalents                                                                                 |  | $                       |       
|Accounts receivable, net                                                                             |  |                         |       
|Inventories                                                                                          |  |                         |       
|Deferred income taxes                                                                                |  |                         |       
|Other current assets                                                                                 |  |                         |       
|                                                                                                     |  |                         |        
|Total current assets                                                                                 |  |                         |       
|Property, plant and equipment, net                                                                   |  |                         |       
|Amounts due from parent/affiliates                                                                   |  |                         | 76,535 
|Goodwill, net                                                                                        |  |                         |       
|Investment in consolidated subsidiaries                                                              |  |                         | 117,490
|Deferred income taxes                                                                                |  |                         |       
|Other assets                                                                                         |  |                         |       
|                                                                                                     |  |                         |        
|                                                                                                     |  | $                       | 194,025
|                                                                                                     |  |                         |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                 | 
|Current liabilities:                                                                                 |  |                         |        
|Cash overdrafts                                                                                      |  | $                       |       
|Accounts payable                                                                                     |  |                         | 2      
|Accrued expenses                                                                                     |  |                         |       
|Accrued interest payable                                                                             |  |                         |       
|Income taxes payable                                                                                 |  |                         | (340   
|Deferred income taxes                                                                                |  |                         |       
|Current maturities of long- term debt                                                                |  |                         |       
|                                                                                                     |  |                         |        
|Total current liabilities                                                                            |  |                         | (338   
|Long-term debt, less current maturities                                                              |  |                         |       
|Amounts due to parent/affiliates                                                                     |  |                         | 126,739
|Other liabilities                                                                                    |  |                         |       
|Deferred income taxes                                                                                |  |                         | 2,203  
|                                                                                                     |  |                         |        
|Total liabilities                                                                                    |  |                         | 128,604
|                                                                                                     |  |                         |        
|Shareholders' equity:                                                                                |  |                         |        
|Class A common stock$.01 par value; 55,000,000 shares authorized, 45,567,312 issued and outstanding |  |                         | 456    
|Class B common stock$.01 par value; 5,000,000 shares authorized, 4,434,680 issued and outstanding   |  |                         | 44     
|Additional paid-in capital                                                                           |  |                         | 65,218 
|Retained earnings (deficit)                                                                          |  |                         | (262   
|Dividends declared                                                                                   |  |                         |       
|Accumulated other comprehensive income (loss)                                                        |  |                         | (35    
|                                                                                                     |  |                         |        
|Total shareholders' equity                                                                           |  |                         | 65,421 
|                                                                                                     |  |                         |        
|                                                                                                     |  | $                       | 194,025
|                                                                                                     |  |                         |        

63



|                                              |  | As of December 25, 1998 |  
|--------------------------------------------- |  | ----------------------- | -
|
|ASSETS                                        | 
|Current assets:                               |  |                         |  
|Cash and equivalents                          |  | $                       | 
|Accounts receivable, net                      |  |                         | 
|Inventories                                   |  |                         | 
|Deferred income taxes                         |  |                         | 
|Other current assets                          |  |                         | 
|                                              |  |                         |  
|Total current assets                          |  |                         | 
|Property, plant and equipment, net            |  |                         | 
|Amounts due from parent/affiliates            |  |                         | 
|Goodwill                                      |  |                         | 
|Investment in consolidated subsidiaries       |  |                         | 
|Deferred income taxes                         |  |                         | 
|Other assets                                  |  |                         | 
|                                              |  |                         |  
|                                              |  | $                       | 
|                                              |  |                         |  
|LIABILITIES AND SHAREHOLDERS' EQUITY          | 
|Current liabilities:                          |  |                         |  
|Cash overdrafts                               |  | $                       | 
|Accounts payable                              |  |                         | 
|Accrued expenses                              |  |                         | 
|Accrued interest payable                      |  |                         | 
|Income taxes payable                          |  |                         | 
|Deferred income taxes                         |  |                         | 
|Current maturities of long-term debt          |  |                         | 
|                                              |  |                         |  
|Total current liabilities                     |  |                         | 
|Long-term debt, less current maturities       |  |                         | 
|Amounts due to parent/affiliates              |  |                         | 
|Other liabilities                             |  |                         | 
|Deferred income taxes                         |  |                         | 
|                                              |  |                         |  
|Total liabilities                             |  |                         | 
|                                              |  |                         |  
|Redeemable preference shares                  |  |                         | 
|                                              |  |                         |  
|Ordinary shareholders' equity:                |  |                         |  
|Ordinary shares                               |  |                         | 
|Paid-in capital                               |  |                         | 
|Retained earnings (deficit)                   |  |                         | 
|Accumulated other comprehensive income (loss) |  |                         | 
|                                              |  |                         |  
|Total ordinary shareholders' equity           |  |                         | 
|                                              |  |                         |  
|                                              |  | $                       | 
|                                              |  |                         |  

64



|                                                                         |  | Year ended December 31, 1999 |        
|------------------------------------------------------------------------ |  | ---------------------------- | -------
|
|Cash flows from operating activities:                                    |  |                              |        
|Net earnings (loss)                                                      |  | $                            | (262   
|Reconciliation of net earnings to cash provided by operating activities: |  |                              |        
|Depreciation and amortization                                            |  |                              |       
|Provision for doubtful accounts                                          |  |                              |       
|Gain on sales of assets                                                  |  |                              |       
|Deferred income taxes                                                    |  |                              | (200   
|Dividends received                                                       |  |                              | 20,759 
|Equity in earnings of subsidiaries                                       |  |                              |       
|Changes in operating assets and liabilities                              |  |                              | 2,064  
|                                                                         |  |                              |        
|Net cash provided by operating activities                                |  |                              | 22,361 
|                                                                         |  |                              |        
|Cash flows from investing activities:                                    |  |                              |        
|Proceeds from sale of assets                                             |  |                              |       
|Purchases of businesses                                                  |  |                              |       
|Capital expenditures                                                     |  |                              |       
|                                                                         |  |                              |        
|Net cash used in investing activities activities                         |  |                              |       
|                                                                         |  |                              |        
|Cash flows from financing activities:                                    |  |                              |        
|Changes in cash overdrafts                                               |  |                              |       
|Repayment of debt                                                        |  |                              |       
|Proceeds from debt                                                       |  |                              |       
|Contributed capital from reorganization                                  |  |                              | (72,565
|Dividends paid                                                           |  |                              |       
|Due to/from parent or affiliate                                          |  |                              | 50,204 
|                                                                         |  |                              |        
|Net cash (used in) provided by financing activities                      |  |                              | (22,361
|                                                                         |  |                              |        
|Effect of exchange rate changes on cash                                  |  |                              |       
|                                                                         |  |                              |        
|Net increase (decrease) in cash and equivalents                          |  |                              |       
|Cash and equivalents at beginning of period                              |  |                              |       
|                                                                         |  |                              |        
|Cash and equivalents at end of period                                    |  | $                            |       
|                                                                         |  |                              |        

65



|Noncash financing and investing activities:                                                                                                 |  |   |     |  |   |        |  |   |       |  |   |       |  |   |        |  |   |     |   |   |   |  |   |        | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --- |  | - | ------ |  | - | ----- |  | - | ----- |  | - | ------ |  | - | --- | - | - | - |  | - | ------ | 
|Euramax International Limited cancelled 34,000,000 preference shares, 1,000,000 ordinary shares and accrued preference dividends of $18,720 |  | $ |    |  | $ | 53,720 |  | $ |      |  | $ |      |  | $ |       |  | $ |    |   | $ |  |  | $ | 53,720 | 
|Euramax International, Inc. issued 50,001,992 shares common stock to former Euramax International Limited shareholders                      |  | $ | 500 |  | $ |       |  | $ |      |  | $ |      |  | $ |       |  | $ |    |   | $ |  |  | $ | 500    | 
|Dividends accrued on redeemable preference shares                                                                                           |  | $ |    |  | $ | 6,381  |  | $ |      |  | $ |      |  | $ |       |  | $ |    |   | $ |  |  | $ | 6,381  | 
|Payable for certain non-compete agreements associated with purchase of business                                                             |  | $ |    |  | $ |       |  | $ |      |  | $ |      |  | $ |       |  | $ | 500 |   | $ |  |  | $ | 500    | 
|Supplemental cash flow information:                                                                                                         |  |   |     |  |   |        |  |   |       |  |   |       |  |   |        |  |   |     |   |   |   |  |   |        | 
|Income taxes paid (refunded), net                                                                                                           |  | $ |    |  | $ |       |  | $ |      |  | $ |      |  | $ | 7,082  |  | $ | (53 | ) | $ |  |  | $ | 7,029  | 
|Interest paid, net                                                                                                                          |  | $ |    |  | $ | 4      |  | $ | 3,572 |  | $ | 3,521 |  | $ | 13,633 |  | $ | 871 |   | $ |  |  | $ | 21,601 | 

66



|                                                                                   |  | Year ended December 25, 1998 |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Cash flows from operating activities:                                              |  |                              |  
|Net earnings                                                                       |  | $                            | 
|Reconciliation of net earnings to cash (used in) provided by operating activities: |  |                              |  
|Depreciation and amortization                                                      |  |                              | 
|Provision for doubtful accounts                                                    |  |                              | 
|Gain on sales of assets                                                            |  |                              | 
|Deferred income taxes                                                              |  |                              | 
|Equity in earnings of subsidiaries                                                 |  |                              | 
|Changes in operating assets and liabilities                                        |  |                              | 
|                                                                                   |  |                              |  
|Net cash (used in) provided by operating activities                                |  |                              | 
|                                                                                   |  |                              |  
|Cash flows from investing activities:                                              |  |                              |  
|Proceeds from sale of assets                                                       |  |                              | 
|Capital expenditures                                                               |  |                              | 
|                                                                                   |  |                              |  
|Net cash used in investing activities                                              |  |                              | 
|                                                                                   |  |                              |  
|Cash flows from financing activities:                                              |  |                              |  
|Changes in cash overdrafts                                                         |  |                              | 
|Repayment of debt                                                                  |  |                              | 
|Proceeds from debt                                                                 |  |                              | 
|Proceeds from sales of currency swaps                                              |  |                              | 
|Due to/from parent or affiliate                                                    |  |                              | 
|                                                                                   |  |                              |  
|Net cash provided by (used in) financing activities                                |  |                              | 
|                                                                                   |  |                              |  
|Effect of exchange rate changes on cash                                            |  |                              | 
|                                                                                   |  |                              |  
|Net increase (decrease) in cash and equivalents                                    |  |                              | 
|Cash and equivalents at beginning of period                                        |  |                              | 
|                                                                                   |  |                              |  
|Cash and equivalents at end of period                                              |  | $                            | 
|                                                                                   |  |                              |  
|Noncash financing and investing activities:                                        |  |                              |  
|Dividends accrued on redeemable preference shares                                  |  | $                            | 
|Supplemental cash flow information:                                                |  |                              |  
|Income taxes paid, net                                                             |  | $                            | 
|Interest paid. net                                                                 |  | $                            | 

67



|                                                                                   |  | Year ended December 26, 1997 |  
|---------------------------------------------------------------------------------- |  | ---------------------------- | -
|
|Cash flows from operating activities:                                              |  |                              |  
|Net earnings                                                                       |  | $                            | 
|Reconciliation of net earnings to cash (used in) provided by operating activities: |  |                              |  
|Depreciation and amortization                                                      |  |                              | 
|Provision for doubtful accounts                                                    |  |                              | 
|Gain on sales of assets                                                            |  |                              | 
|Deferred income taxes                                                              |  |                              | 
|Loss on debt extinguishment                                                        |  |                              | 
|Equity in (earnings) losses of subsidiaries                                        |  |                              | 
|Changes in operating assets and liabilities                                        |  |                              | 
|                                                                                   |  |                              |  
|Net cash (used in) provided by operating activities                                |  |                              | 
|                                                                                   |  |                              |  
|Cash flows from investing activities:                                              |  |                              |  
|Adjustment of purchase of Fabricated Products                                      |  |                              | 
|Proceeds from sales of assets                                                      |  |                              | 
|Proceeds from dispositions of businesses                                           |  |                              | 
|Purchases of businesses                                                            |  |                              | 
|Capital expenditures                                                               |  |                              | 
|                                                                                   |  |                              |  
|Net cash provided by (used in) investing activities                                |  |                              | 
|                                                                                   |  |                              |  
|Cash flows from financing activities:                                              |  |                              |  
|Changes in cash overdrafts                                                         |  |                              | 
|Repayment of debt                                                                  |  |                              | 
|Proceeds from debt                                                                 |  |                              | 
|Deferred financing fees                                                            |  |                              | 
|Due to/from parent or affiliate                                                    |  |                              | 
|                                                                                   |  |                              |  
|Net cash (used in) provided by financing activities                                |  |                              | 
|                                                                                   |  |                              |  
|Effect of exchange rate changes on cash                                            |  |                              | 
|                                                                                   |  |                              |  
|Net increase (decrease) in cash and equivalents                                    |  |                              | 
|Cash and equivalents at beginning of period                                        |  |                              | 
|                                                                                   |  |                              |  
|Cash and equivalents at end of period                                              |  | $                            | 
|                                                                                   |  |                              |  

68



|Noncash financing and investing activities:                                     |  |   |   |  |   |       |  |   |   |  |   |   |  |   |        |  |   |       |  |   |   |  |   |        | 
|------------------------------------------------------------------------------- |  | - | - |  | - | ----- |  | - | - |  | - | - |  | - | ------ |  | - | ----- |  | - | - |  | - | ------ | 
|Dividends accrued on redeemable preference shares                               |  | $ |  |  | $ | 5,191 |  | $ |  |  | $ |  |  | $ |       |  | $ |      |  | $ |  |  | $ | 5,191  | 
|Purchase of business financed in part with a note payable to seller             |  | $ |  |  | $ |      |  | $ |  |  | $ |  |  | $ | 800    |  | $ |      |  | $ |  |  | $ | 800    | 
|Sale of business financed in part with a note receivable from purchaser         |  | $ |  |  | $ |      |  | $ |  |  | $ |  |  | $ | 500    |  | $ |      |  | $ |  |  | $ | 500    | 
|Payable for certain non-compete agreements associated with purchase of business |  |   |   |  |   |       |  |   |   |  |   |   |  |   |        |  |   |       |  |   |   |  |   |       | 
|Supplemental cash flow information:                                             |  |   |   |  |   |       |  |   |   |  |   |   |  |   |        |  |   |       |  |   |   |  |   |        | 
|Income taxes paid, net                                                          |  | $ |  |  | $ |      |  | $ |  |  | $ |  |  | $ | 1,528  |  | $ | 1,637 |  | $ |  |  | $ | 3,165  | 
|Interest paid, net                                                              |  | $ |  |  | $ |      |  | $ |  |  | $ |  |  | $ | 12,771 |  | $ | 9,535 |  | $ |  |  | $ | 22,306 | 

69



## 

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

None.

Part III

Item 10. Directors, Executive Officers and Key Management

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

|Name                    |  | Age |  | Position                                                            
|----------------------- |  | --- |  | --------------------------------------------------------------------
|J. David Smith          |  | 51  |  | Chief Executive Officer, President and Director                     
|Frank T. Geist          |  | 54  |  | Executive Vice President                                            
|Mitchell B. Lewis       |  | 37  |  | Executive Vice President and Corporate Business Development Director
|Neil Bashore            |  | 51  |  | Executive Vice President                                            
|R. Scott Vansant        |  | 37  |  | Vice President, Secretary and Chief Financial Officer               
|Scott R. Anderson       |  | 37  |  | President, Amerimax Building Products, Inc.                         
|Dudley Rowe             |  | 41  |  | President, General ManagerAmerimax Home Products, Inc.             
|Jo Cuypers              |  | 59  |  | Managing DirectorEuramax Coated Products B.V.                      
|Roger A. Walters        |  | 58  |  | Managing DirectorEuramax Coated Products Limited                   
|David C. Pugh           |  | 50  |  | Managing DirectorEllbee Limited                                    
|Russell H. Henk         |  | 66  |  | President, General ManagerFabral, Inc.                             
|Stuart M. Wallis        |  | 54  |  | Director, Non-executive Chairman                                    
|Joseph M. Silvestri     |  | 38  |  | Director                                                            
|Richard M. Cashin       |  | 46  |  | Director                                                            
|William Ty Comfort, Jr. |  | 33  |  | Director                                                            
|Rolly van Rappard       |  | 38  |  | Director                                                            
|Paul E. Drack           |  | 72  |  | Director                                                            

J. David Smithhas been President of Amerimax Fabricated Products ("AFP") since 1990 and was appointed a Vice President of Alumax in 1994.
Mr. Smith became Chief Executive Officer, President and a director of the Company in September 1996. Mr. Smith's career in the fabricated products industry spans twenty-eight
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. Geistbecame Executive Vice President of the Company in September 1996 and 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-eight years ago with
various operational responsibilities with Howmet Aluminum. Mr. Geist is scheduled to retire effective March 31, 2000.

Mitchell B. Lewisbecame Executive Vice President of the Company in October 1998, Corporate Development Director in June 1998 and served
as Group Vice President of Amerimax Building Products, Inc. and Fabral, Inc. since 1997. Prior to being appointed Group Vice President, he was President and General Manager of Amerimax
Building Products, Inc. from 1993 to 1997 and Assistant General Manager of

70



Amerimax
Building Products, Inc. from 1991 to 1993. Prior to 1991, Mr. Lewis served as corporate counsel with Alumax, and, prior to joining Alumax, he practiced law, specializing in
mergers and acquisitions.

Neil E. Bashorebecame Executive Vice President of the Company in October 1999. Prior to being appointed Executive Vice President,
Mr. Bashore was President and General Manager of Amerimax Home Products, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Bashore served as General Manager of Amerimax Home
Products, Inc. From 1981 to 1993, Mr. Bashore served as Manufacturing Manager of Amerimax Home Products, Inc. and has served in other management positions with the Company since
1975.

R. Scott Vansantbecame Chief Financial Officer of the Company in July 1998 and Vice President and Secretary in September 1996. He 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.

Scott R. Andersonbecame President of Amerimax Building Products, Inc. in October 1998. Mr. Anderson has served in various
financial and operational roles since joining the Company in 1987, including Operations Manager (1997 to 1998) and Controller (1995 to 1997) of Amerimax Building Products, Inc.

Dudley Rowebecame President of Amerimax Home Products, Inc. in October 1999. Mr. Rowe has served in various sales and operational
roles since joining the Company in October 1980, including Sales Manager of Amerimax Home Products, Inc. from 1988 to 1999.

Jo Cuypershas 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 over forty years.

Roger A. Waltershas been Managing Director of Euramax Coated Products Limited 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. Pughhas been Managing Director of Ellbee Limited since 1996. Prior to the Acquisition, Mr. Pugh held several positions with Alumax,
including Sales Director and Production Director of Ellbee Limited.

Russell H. Henkwas Director of Manufacturing of Fabral, Inc. from 1990 to 1998, at which time he became President. Since joining
Fabral, Inc. in 1972, Mr. Henk served in various operational positions including Director of Engineering and Marketing from 1985 to 1990 and Director of Sales and Marketing from 1979 to
1985.

Stuart M. Wallisbecame a director of the Company and non-executive chairman of the Board of Directors 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.

Joseph M. Silvestrihas 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. Cashinbecame 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.

71



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

Rolly van Rappardbecame 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. Drackbecame 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.

See
"Item 13. Certain Relationships and Related TransactionsShareholders Agreement and Articles of Association" below for more information on agreements regarding election of directors.
Mr. van Rappard and Mr. Comfort are nominees of CVC European Equity Partners, L.P. Mr. Cashin and Mr. Silvestri are nominees of Citicorp Venture Capital, Ltd.

72



Item 11. Executive Compensation

The following table sets forth the aggregate compensation earned by Company's executive officers who earned $100,000 or more during the year ended December 31, 1999.

Summary Compensation Table

|                                                                                        |  |                |  | Annual
Compensation(1) |                         | 
|--------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------- | ----------------------- | 
|
|
|
|J. David Smith, Chief Executive Officer, President and Director                         |  | 1999
1998
1997 |  | $                      | 312,500
262,500
221,500 | 
|Frank T. Geist, Executive Vice President                                                |  | 1999
1998
1997 |  |                        | 215,000
189,000
169,250 | 
|Mitchell B. Lewis, Executive Vice President and Corporate Business Development Director |  | 1999
1998
1997 |  |                        | 175,000
162,500
145,000 | 
|Neil Bashore, Executive Vice President(3)                                               |  | 1999
1998
1997 |  |                        | 134,500
118,500
107,750 | 
|R. Scott Vansant, Vice President, Secretary and Chief Financial Officer                 |  | 1999
1998
1997 |  |                        | 148,750
130,000
117,500 | 

---

The
Company has not granted any options or stock appreciation rights.

Retirement Plans

See Note 10 to the Consolidated Financial Statements for a description of the Company's retirement plans. Additionally, the Company has adopted an unfunded supplemental
executive retirement plan (the

73



"SERP")
for Mr. Smith, Mr. Geist and Mr. Bashore which is designed to supplement benefits payable under other plans of the Company. The participants may elect to receive benefits
in the form of a lump sum, which is the value equivalent of a life annuity, or a life annuity. The life annuity, paid annually, is $110,000 for Mr. Smith, $45,000 for Mr. Geist, and
$40,000 for Mr. Bashore upon retirement at age 62. Annual benefits payable under the SERP are reduced for participants retiring before age 62. A participant's benefits under the SERP are not
vested until the earlier of the date the executive attains age 52, dies, becomes totally and permanently disabled, or the occurrence of a change in control. If the employment of Mr. Smith,
Mr. Geist or Mr. Bashore with the Company terminates, for any reason, before his benefits have vested, Messrs. Smith, Geist and Bashore will not be entitled to any benefits under
the SERP.

Effective
January 1, 1999, Messrs. Smith, Geist, Lewis, Bashore and Vansant were granted phantom stock awards under the Company's 1999 Phantom Stock Plan. Each award is equal to 4% of
the equity value of the Company, as defined by the Plan, divided by 40,000. The award entitles the participants to receive compensation based on the change in the equity value of the Company between
the January 1, 1999, the grant date, until, at the latest, January 1, 2004. The awards become fully vested on the earlier of a change in control; a listing; the death, disability or
retirement of the participant; or December 31, 2003. The compensation will be paid out in four equal payments during the first quarter of 2004 through 2007, unless there is a change in control;
a listing; or the death, disability or retirement of the participant; in which case the compensation will be paid out sooner. No compensation expense was recorded for the years ended
December 31, 1999 or December 25, 1998.

Compensation of Directors

Mr. Wallis and Mr. Drack received approximately $44,500 and $15,000, respectively, in directors' fees for the year ended December 31, 1999. Other 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. In 1999, the Company paid approximately $59,500 in directors' fees.

Employment Agreements

Mr. Smith is party to an employment agreement with the Company which is renewed on an annual basis. The agreement provides for a minimum annual salary of $350,000 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 March 31, 2000. The agreement provides for a minimum annual salary of $230,000 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
41/2 times base pay, (ii) accidental death and dismemberment insurance equal to 41/2 times base pay, and (iii) long-term disability insurance
equal to 2/3 base pay plus target bonus.

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

74



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. In connection with the Reorganization described in Note 1 of the Consolidated Financial Statements, the ordinary shares were
cancelled and replaced with common stock. (See Note 7 to the Consolidated Financial Statements).

Description of Preference Shares

As part of the Transactions, the Company issued the equivalent of 34,000,000 redeemable 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. In connection with the Reorganization described in Note 1 of the Consolidated Financial Statements, the preference
shares and accrued dividends were cancelled and replaced with common stock. (See Note 7 to the Consolidated Financial Statements.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information regarding the beneficial ownership of the common stock 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

75



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.

|Name and Address of Beneficial Owner                                                                                             |  | Number of
Common Stock |     | Percentage of
Common Stock |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --- | -------------------------- | -
|CVC European Equity Partners, L.P.
Mourant & Co. Limited
P. O. Box 87
18 Greville Street
St. Helier
Jersey JE48PX
Channel Island |  | 17,811,521             |     | 35.6                       | %
|Citicorp Venture Capital, Ltd.
399 Park Avenue, 14th Floor
New York, NY 10043                                                    |  | 15,230,192             |     | 30.5                       | %
|Banque Paribas
787 7th Avenue
New York, NY 10019                                                                                 |  | 4,434,680              | (1) | 8.9                        | %
|CCT III Partners, L.P.
c/o Citicorp Venture Capital, Ltd.
399 Park Avenue, 14th Floor
New York, NY 10043                         |  | 2,687,661              |     | 5.4                        | %
|J. David Smith
5731 Mt. Repose Lane
Norcross, GA 30092                                                                           |  | 837,307                |     | 1.7                        | %
|Frank T. Geist
1107 Little Brook Rd.
Lancaster, PA 17603                                                                         |  | 591,040                |     | 1.2                        | %
|Mitchell B. Lewis
10245 Brier Mill Ct.
Alpharetta, GA 30022                                                                      |  | 689,547                |     | 1.4                        | %
|Neil Bashore
802 Amerden Ponds Court
Duluth, GA 30097                                                                            |  | 369,400                |     | *                          |  
|R. Scott Vansant
150 Brightmore Way
Alpharetta, GA 30005                                                                         |  | 394,027                |     | *                          |  
|Joseph M. Silvestri                                                                                                              |  | 67,457                 | (2) | *                          |  
|Richard M. Cashin                                                                                                                |  | 561,597                | (2) | 1.1                        | %
|William Ty Comfort                                                                                                               |  |                       | (3) | *                          |  
|Rolly van Rappard                                                                                                                |  |                       | (3) | *                          |  
|Paul E. Drack                                                                                                                    |  | 77,987                 |     | *                          |  
|Stuart M. Wallis                                                                                                                 |  | 381,994                |     | *                          |  
|                                                                                                                                 |  |                        |     |                            |  

76



|Executive Officers and Directors as a Group (9 persons) |  | 3,970,356 |  | 7.9 | %
|------------------------------------------------------- |  | --------- |  | --- | -

---

77





## 

Item 13. Certain Relationships and Related Transactions

Shareholders Agreement and Articles of Association

The Company, the Investor Group, the Management Investors and an affiliate of Paribas are parties to 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. The partners of
CVC Europe 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 Incorporation of the Company, the disposition of shares is restricted. The Shareholders Agreement and the Articles of Incorporation also contain certain
participation rights, approval rights and rights of first refusal exercisable by the partners of CVC Europe and Citicorp Venture Capital, Ltd. and its affiliates who are shareholders of the
Company, in the event of certain sales or proposed sales of equity interests by the other.

Registration Rights Agreement

On the Closing Date of the Acquisition, September 25, 1996, 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. In connection
with the Reorganization described in Note 1 of the Consolidated Financial Statements, the Registration Rights Agreement with Euramax International plc was terminated and replaced with a new
agreement with Euramax International, Inc. which contains substantially similar terms and conditions as the Registration Agreement.

Part IV

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

(a)(1)
The following consolidated financial statements of Euramax International, Inc. and its subsidiaries are included in Part II, Item 8.



(a)(2) Financial
Statement Schedule

78





(b) The
Company filed no reports on Form 8-K for the quarter ended December 31, 1999.

(c) Exhibits:

|2.1**     |  | Purchase Agreement dated as of April 28, 1997, among the Company and Genstar Capital Corporation ("GCC"), Ontario Teachers' Pension Plan Board and the Management Stockholders of Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers'
representative; Holdings and Gentek Building Products, Inc. ("GBPI"). (Incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed August 1, 1997).
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2****** |  | Proposals for the acquisition of the entire issued share capital of Euramax International Limited by Euramax International, Inc. to be effected by means of a Scheme Arrangement under Section 425 of the Companies Act 1985                                                                                                                                                                                       
|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.                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                        
|4.7       |  | Supplemental Indenture, dated as of November 18, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase Manhattan Bank, as
Trustee                                                                                                                                                            
|4.8       |  | Amended and Restated Supplemental Indenture, dated as of December 14, 1999, among Euramax International Limited, Euramax European Holdings plc, Euramax European Holdings, B.V., as Issuers, Amerimax Holdings, Inc., as Guarantor, and The Chase
Manhattan Bank, as Trustee                                                                                                                                       
|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                                                                                                                                                                                                                                                                                        
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                    

79



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

80



|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24***   |  | Amended and Restated Credit Agreement, dated as of July 16, 1997, 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.
(Incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended June 28, 1997.)
|10.25***   |  | Amendment to Credit Agreement, dated as of December 18, 1997, 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.
(Incorporated by reference to Exhibit 10.25 of the Registrant's Form 10-K for the year ended December 26, 1997.)  
|10.26****  |  | Incentive Compensation Plan effective January 1, 1997, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.27****  |  | Phantom Stock Plan effective January 1, 1999, by Euramax International Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.28***** |  | Amendment and Waiver dated as of April 6, 1999, among Euramax International Limited, and its subsidiaries, Paribas (as Agent and Lender), and the Lenders, to the Amended and Restated Credit Agreement dated as of July 16, 1997                                                                                                                                                                                                                                                                                                                                                                                             
|10.29      |  | Amendment, dated as of December 8, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) the Amended and Restated Credit Agreement, dated as of July 16, 1997 and (b) the
other Loan Documents                                                                                                                                                                                                                                                                                                                                                
|10.30      |  | Amendment and Consent, dated as of December 9, 1999, among Euramax International Limited, the other Loan Parties, the Swing Loan Lender and the Issuer and Paribas, as Agent, to (a) Amended and Restated Credit Agreement, dated as of July 16, 1997 and
(b) the other Loan Documents                                                                                                                                                                                                                                                                                                                                        
|21.1       |  | Subsidiaries of Euramax International, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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.
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**     |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 12, 1998.                 
|***    |  | Incorporated by reference to the Exhibit with the same number in the Registrant's Annual Report on Form 10-K (333-05978) which was filed on March 5, 1999.                  
|****   |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on April 26, 1999.                           
|*****  |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on August 2, 1999.                           
|****** |  | Incorporated by reference to the Exhibit with the same number in the Quarterly Report on Form 10-Q (333-05978) which was filed on November 3, 1999.                         

81



## 

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, INC.
| |  | ---------------------------
| |  | BY:                        

Dated: March 23, 2000

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.

|    |  | Signature                                         |  | Title                                           |  | Date          
|--- |  | ------------------------------------------------- |  | ----------------------------------------------- |  | --------------
|By: |  | /s/J. DAVID SMITHJ. David Smith                   |  | Chief Executive Officer, President and Director |  | March 23, 2000
|By: |  | /s/R. SCOTT VANSANTR. Scott Vansant               |  | V.P., Secretary and Chief Financial Officer     |  | March 23, 2000
|By: |  | /s/STUART M. WALLISStuart M. Wallis               |  | Director                                        |  | March 23, 2000
|By: |  | /s/RICHARD M. CASHINRichard M. Cashin             |  | Director                                        |  | March 23, 2000
|By: |  | /s/JOSEPH M. SILVESTRIJoseph M. Silvestri         |  | Director                                        |  | March 23, 2000
|By: |  | /s/WILLIAM TY COMFORT, JR.William Ty Comfort, Jr. |  | Director                                        |  | March 23, 2000
|By: |  | /s/ROLLY VAN RAPPARDRolly Van Rappard             |  | Director                                        |  | March 23, 2000
|By: |  | /s/PAUL E. DRACKPaul E. Drack                     |  | Director                                        |  | March 23, 2000

82



## 

Schedule II

Euramax International, Inc.Valuation and Qualifying Accounts

Thousands
of U.S. Dollars

|Description                          |  | Classification |  | Balance at
beginning
of period |        | Charged to
costs and
expenses |   | Charged to
other
accounts
(1) |   | Deductions
(2) |     | Balance
at end
of period |  
|------------------------------------ |  | -------------- |  | ------------------------------ | ------ | ----------------------------- | - | ----------------------------- | - | -------------- | --- | ------------------------ | -
|For the year ended December 31, 1999 |  | A/R, net       |  | $                              | (3,609 | )                             | $ | (355                          | ) | $              | 136 |                          | $
|Allowance for doubtful accounts      |  |                |  |                                |        |                               |   |                               |   |                |     |                          |  
|For the year ended December 25, 1998 |  | A/R, net       |  | $                              | (3,494 | )                             | $ | (697                          | ) | $              | (32 | )                        | $
|Allowance for doubtful accounts      |  |                |  |                                |        |                               |   |                               |   |                |     |                          |  
|For the year ended December 26, 1997 |  | A/R, net       |  | $                              | (3,404 | )                             | $ | (1,489                        | ) | $              | 94  |                          | $
|Allowance for doubtful accounts      |  |                |  |                                |        |                               |   |                               |   |                |     |                          |  

---

Note:

83





## QuickLinks