<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                  FORM 10-K

  X     Annual report pursuant to Section 13 or 15(d) of the Securities
-----
Exchange Act of 1934 for the fiscal year ended December 31, 1996

                                     OR

        Transition report pursuant to Section 13 or 15(d) of the Securities
-----
Exchange Act of 1934 For the transition period from            to             
                                                    -----------  ------------

                       Commission file number 1-12164

                            WOLVERINE TUBE, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        Delaware                                        63-0970812 
-----------------------                    ------------------------------------
(State of incorporation)                   (I.R.S. Employer Identification No.)

1525 Perimeter Parkway, Suite 210
Huntsville, Alabama                                      35806
--------------------------------------------            --------
(Address of principal executive offices)                Zip Code

                                (205)353-1310
            ----------------------------------------------------
            (Registrant's Telephone number, including area code)

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

      Title of each class                 Name of exchange on which registered: 
Common Stock, $0.01 Par Value                    New York Stock Exchange
-----------------------------                    -----------------------

Securities registered pursuant to Section 12 (g) of the Act.   None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES  X    NO      
                                              -----    -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  {X }

The aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 14, 1997 was approximately $406,380,073 based upon the
closing price reported for such date on the New York Stock Exchange.  For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
executive officers and directors of the registrant have been excluded because
such persons my be deemed to be affiliates.  This determination is not
necessarily conclusive.

Indicate the number of shares outstanding of each class of Common Stock, as of
the latest practicable date: 
            Class                            Outstanding at March 14, 1997
            -----                            -----------------------------
Common Stock, $0.01 Par Value                      13,980,517 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the annual stockholders meeting
to be held May 22, 1997 are incorporated by reference into Part III.
<PAGE>   2

                                  FORM 10-K

                                ANNUAL REPORT

                        YEAR ENDED DECEMBER 31, 1996

                              TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                   Page No.
<S>       <C>                                                                                            <C>
                                                              PART I
                                                              ------
Item 1.   Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

Item 2.   Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . .  16

                                                              PART II
                                                              -------
Item 5.   Market for Registrant's Common Equity and Related
           Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

Item 6.   Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

Item 7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

Item 8.   Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . .  28

Item 9.   Changes in and Disagreement with Accountants on
           Accounting and Financial Disclosures. . . .. . . . . . . . . . . . . . . . . . . . . . . . .  28

                                                             PART III
                                                             --------
Item 10.  Directors and Executive Officers of the Registrant  . . . . . . . . . . . . . . . . . . . . .  29

Item 11.  Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

Item 12.  Security Ownership of Certain Beneficial
           Owners and Management  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

Item 13.  Certain Relationships and Related Transactions  . . . . . . . . . . . . . . . . . . . . . . .  29

                                                              PART IV
                                                              -------
Item 14.  Exhibits, Financial Statement Schedules and
           Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                                                                                                          
</TABLE>
<PAGE>   3

ITEM 1

                                   BUSINESS


INTRODUCTION

Wolverine Tube, Inc. ("Wolverine" or the "Company") is a leading North American
manufacturer and distributor of copper and copper alloy tube, and other tubular
products, and believes that it offers the broadest product line of any North
American tube manufacturer. The Company also manufactures and distributes
copper and copper alloy rod, bar and strip products. The Company believes that
in 1996 it was the largest North American producer of copper and copper alloy
tube for commercial products.

Copper's unique attributes--thermal conductivity, ease of bending and joining
and resistance to erosion and corrosion--make it an attractive material for a
broad range of applications in a large number of diverse industries. The
Company focuses on custom-engineered, high value-added copper and copper alloy
tube, which enhances performance and energy efficiency in many applications.
Customers include commercial and residential air conditioning and refrigeration
equipment manufacturers, appliance manufacturers, automotive manufacturers,
industrial equipment manufacturers, utilities and other power generating
companies, refining and chemical processing  companies and plumbing
wholesalers.

HISTORY AND STRUCTURE

The Company is the successor to a business founded in Detroit in 1916. In 1987,
the Company was purchased in a leveraged acquisition of substantially all the
assets of the seamless copper tube business of The Henley Group, Inc. and its
Canadian affiliates by an investor group that included the then-existing
management of the Company. In 1988, the Company's wholly-owned subsidiary,
Wolverine Tube (Canada) Inc. ("Wolverine Canada"), acquired substantially all
of the assets of Noranda Metal Industries Limited, a Canadian company. In
January 1991, Genstar Capital Corporation ("Genstar") acquired a controlling
interest in the Company. At that time, Genstar owned 72.8% of the Common Stock
with the balance of the Common Stock owned by the management of the Company
(the "Management Stockholders") and certain other investors.

In August 1993, the Company and certain stockholders engaged in an initial
public offering of 6,555,000 shares of Common Stock. Of those shares, 3,280,000
were sold by Wolverine and 3,275,000 were sold by certain stockholders.  Net
proceeds to the Company were approximately $46.4 million.

In November 1994, the Company completed its acquisition of Small Tube Products
Company, Inc., a Delaware corporation ("STP"), by means of a merger of a
wholly-owned subsidiary of the Company with and into STP. The Company acquired
all of the outstanding stock of STP in exchange for 400,000 shares of Wolverine
Common Stock and $54.6 million in cash. As a result


                                      1
<PAGE>   4

of the merger, STP became a wholly-owned subsidiary of Wolverine and was
renamed "STPC Holding, Inc."

In September 1995, the Company completed a secondary public offering of
4,882,700 shares of Wolverine Common Stock (the "Secondary Stock Offering"), in
which Genstar and its affiliates sold substantially all of their shares of
Wolverine Common Stock. No additional shares of Common Stock were issued by the
Company in conjunction with the Secondary Stock Offering.

In September 1996, the Company completed the acquisition of Tube Forming, Inc.,
a manufacturer of value-added copper fabricated products based in Carrollton,
Texas, for $34.6 million cash.

The Company, a Delaware corporation, was organized in 1987.  The Company's
principal executive offices are located at 1525 Perimeter Parkway, Suite 210,
Huntsville, Alabama 35806, and its telephone number is (205) 353-1310.

PRODUCTS

COMMERCIAL  PRODUCTS

The Company includes in the commercial products category several types of
technically sophisticated tube and fabricated tubular products that it sells
directly to equipment manufacturers and that are generally custom designed and
manufactured. Because of the high level of added value, profitability tends to
be higher for commercial products than for the Company's other products.

The Company's commercial  products include:

Industrial Tube. Small (as small as .01") and medium diameter copper tube used
primarily by residential air conditioning, appliance and refrigeration
equipment manufacturers is known as "industrial" tube. Industrial tube is made
to customer specifications for equipment manufacturing. The Company's
industrial tube products include coils in lengths of up to one mile (to permit
economical transport to customers for further processing), smooth straight
tube, internally enhanced tube with internal surface ridges to increase heat
transfer in air conditioning coils, and very small diameter capillary tube (for
control valve applications).

Technical Tube. Technical tube is used to increase heat transfer in  large
commercial air conditioners,  heat exchangers for power generating and chemical
processing plants, water heaters, swimming pool and spa heaters and large
industrial equipment oil coolers. Small, wedgelike grooves (fins) on the outer
surface, and internal and external enhancements of technical tube, increase
surface area and refrigerant agitation, thereby increasing heat transfer
efficiency. The Company was the first to develop integral finned tube, in which
the fins are formed directly from the wall of the tube, and holds many of the
patents in that area.


                                      2
<PAGE>   5


Copper Alloy Tube. Copper alloy tube (principally copper mixed with nickel) is
manufactured for certain severe uses and corrosive environments such as
condenser tubes and heat exchangers in power generating plants, chemical
plants, refineries and ships. The Company's copper alloy tube products include
smooth and surface enhanced tube produced from a variety of alloys, U-bends for
heat exchangers and the Company's patented Korodense corrugated heat transfer
tube. Also included in the alloy tube category are surface enhanced titanium
and steel tube produced by the Company from smooth tube supplied by outside
sources.

Fabricated Products.  Fabricated products encompass a wide variety of copper,
copper alloy and aluminum tubing for a myriad of different applications. Tubing
can be supplied in various cut lengths, long straight lengths or coils.
Specialty fabricated parts, sub-assemblies and components (such as return bends
and manifolds) are also produced.  Capabilities include cutting, bending,
swaging, flaring, end-finishing and brazing, which can be applied to a wide
range of products.

WHOLESALE PRODUCTS

Wholesale products include plumbing tube and refrigeration service tube.
Plumbing tube and refrigeration service tube are produced in standard sizes and
lengths primarily for plumbing, air conditioning and refrigeration service
applications. Many major competitors manufacture the most common 3/4" and 1/2"
diameter plumbing tube. These products are considered commodity products
because price and delivery are the primary competitive factors. Plumbing tube
and refrigeration service tube are sold primarily through wholesalers.

ROD, BAR AND STRIP PRODUCTS

Copper and Copper Alloy Rod and Bar. Copper and copper alloy rod and bar
products include a broad range of copper and copper alloy solid products,
including round, rectangular, hexagonal and specialized shapes. Brass rod and
bar are used by industrial equipment and machinery manufacturers for valves,
fittings and plumbing goods. Copper bars are used in electrical distribution
systems and switchgear.

Copper and Copper Alloy Strip. Copper and copper alloy strip products are  used
primarily by automotive, hardware and electrical equipment manufacturers, by
roofing contractors and by mints for coins. Copper and copper alloy strip
products are sold directly to manufacturers and to service centers that keep an
inventory of standard sizes.

PHASEOUT OF CFCS

In September 1987, the United States, Canada and many other countries
signed The Montreal Protocol on Substances that Deplete the Ozone Layer (the
"Montreal Protocol"). As originally drafted, the Montreal Protocol provided for
the limitation on production and consumption of chlorofluorocarbons ("CFCs")
over various periods of time. On November 15, 1990, the President of the United
States signed The Clean Air Act Amendments of 1990 (the "1990 Amendments").
Title VI, Section 604 of the Clean Air Act (the "Act") requires the phase out of



                                      3
<PAGE>   6


CFCs (other than methyl chloroform) by the year 2000. On November 23, 1992, the
fourth meeting of the parties to the Montreal Protocol was convened in
Copenhagen. At that meeting the parties agreed, among other things, to
accelerate the phase out of CFC production to January 1, 1996. On December 10,
1993, the United States Environmental Protection Agency (the "EPA") promulgated
regulations requiring domestic producers to cease production of CFCs by January
1, 1996.

The 1990 Amendments, the Montreal Protocol and the EPA regulations generally
contain exceptions for essential uses of CFCs and permit recycling. CFCs are
used as refrigerants in major air conditioning and refrigeration applications
(other than household air conditioning and refrigeration units which rely
exclusively on hydrochlorofluorocarbon-22).  Alternatives to CFCs include
hydrofluorocarbons ("HFCs") and hydrochlorofluorocarbons ("HCFCs"), and to a
lesser extent, ammonia. HFCs and HCFCs are generally less efficient
refrigerants than CFCs.

The Company has benefited and expects to continue to benefit from the CFC
phaseout as existing large chillers are replaced over the next five to seven
years with units utilizing alternative refrigerants. Based upon data from the
EPA and the Air Conditioning and Refrigeration Institute ("ARI"), the Company
estimates that there are approximately 130,000 large industrial chillers
worldwide, including 80,000 large industrial chillers in North America, that
are affected by the 1990 Amendments and the Montreal Protocol.  Industry
sources estimate that as of December 31, 1996, 18,500 of the large industrial
chillers in North America have been replaced or retrofitted.  These chillers
are used to regulate the temperature and humidity in offices, hotels, shopping
centers and other large buildings.

The Company expects demand for its high value-added energy efficient tubes to
increase as manufacturers produce more energy efficient and lower operating
cost units and as existing chillers are replaced in response to the ban on
production of CFCs. There can be no assurance that this anticipated demand will
materialize, or that the Company will not face increased competition, with an
adverse effect on profitability, from other manufacturers in this high
value-added segment. In addition, new refrigerants or technologies that are not
compatible with copper tube may be developed in response to the requirements of
the 1990 Amendments, the Montreal Protocol, and the EPA regulations. The
development of any such new refrigerant or technology could have a material
adverse effect on the Company's results.  Furthermore, there can be no
assurance that an effective CFC recycling program will not develop, allowing
the continued use of CFCs, that the pace of the replacement and retrofitting of
chillers using CFCs will proceed as anticipated, or that significant
exceptions will not be made that allow continued production of CFCs.




                                      4
<PAGE>   7



MARKETS

Major markets for each of the Company's product lines are set forth below:


<TABLE>
<CAPTION>
PRODUCTS                                          MAJOR MARKETS
<S>                                               <C>

Commercial Products:
     Industrial Tube............                  Residential and small commercial air conditioning manufacturers,
                                                  appliance manufacturers, automotive
                                                  manufacturers, industrial equipment manufacturers, refrigeration
                                                  equipment manufacturers and redraw mills (which further process the
                                                  tube).
                                       
     Technical Tube.............                  Commercial air conditioning manufacturers, power and
                                                  process industry heat exchanger manufacturers, water,
                                                  swimming pool and spa heater manufacturers and oil
                                                  cooler manufacturers.
                                       
     Copper Alloy Tube..........                  Utilities and other power generating companies, refining
                                                  and chemical processing companies, heat exchanger
                                                  manufacturers and shipbuilders.
                                       
     Fabricated Products........                  Consumer appliance, air conditioning and refrigeration,
                                                  automotive, heavy equipment, marine building and heating
                                                  industries.

Wholesale Products                                Plumbing wholesalers and refrigeration service
                                                  wholesalers.

Rod, Bar and Strip Products                       Electrical equipment and automotive parts manufacturers,
                                                  coin mints, locomotive and other industrial equipment
                                                  manufacturers, metal service centers and rerollers (which
                                                  further process the product).
</TABLE>

York International accounted for 11% of the Company's consolidated net sales in
1996 and 1994.  No customer accounted for as much as 10% of the Company's
consolidated net sales in 1995.

A significant part of the Company's sales are based on short-term purchase
orders. For this reason, the Company does not maintain a backlog and believes
that backlog is not necessarily a meaningful indicator of future results. A
significant and increasing amount of the Company's


                                      5
<PAGE>   8

sales result from "partnership" relationships wherein the Company provides a
high degree of specialized service and generally becomes the largest supplier
of a customer's copper tube requirements. Under these arrangements, the
Company's customers provide forecasts of their requirements, against which
purchase orders are periodically released. While these relationships do not
involve long-term supply or purchase contracts from either party, they have
provided the Company with an increased degree of order flow predictability.

SALES AND MARKETING

The Company generally uses a direct field sales force rather than the
agent-based approach used by many of its competitors. The Company believes its
direct sales force forms a critical link in the communication between the
Company and its customers. This link is particularly important in the high
value-added product segments, in which the Company often works with customers
in their product enhancement and new product development efforts.

North America. The sales force in North America consists of the Vice President
of Sales and field marketing representatives who are responsible for selling
and servicing accounts for the entire product line. The sales force is
coordinated by regional managers located in Dallas, Texas; London, Ontario;
Fergus, Ontario; and Vancouver, British Columbia, and a sales manager located
in Decatur, Alabama for fabricated products.

Overseas. The Company's overseas export sales are carried out both directly
with major overseas customers and through foreign agents. These sales are
coordinated by the Executive Vice President, International and Business
Development from the Company's offices in Huntsville, Alabama.  The Company has
sales, marketing, and business development offices in Lyon, France, and Hong
Kong.

For information concerning the amount of sales, income from operations and
certain other financial information about foreign and domestic operations see
Note 15 of the Notes to Consolidated Financial Statements.

COMPETITION

While no single company competes with Wolverine in all of the Company's product
lines, the Company faces significant competition in each of its product lines.
The Company has numerous competitors, some of which are larger and have greater
financial resources than the Company. Cerro Copper Products Co., Inc., Halstead
Industries Inc., Industrias Nacobre S.A. de C.V., Kobe Copper Products Inc.,
Mueller Industries Inc., Olin Corporation, Outokumpu American Brass Company and
others compete with the Company in one or more product lines. There can be no
assurance that the Company will be able to compete successfully or that
competition will not have an adverse effect on the Company's operating results.
Minimal product differentiation among competitors in the Company's wholesale
and rod, bar and strip product lines creates a pricing structure for these
products resembling "commodity" pricing (i.e., a price structure where
customers differentiate between products almost exclusively on price). In these
product areas certain of the Company's competitors, primarily Cerro Copper
Products Co., Inc. and Halstead



                                      6
<PAGE>   9

Industries Inc., have significantly larger market shares than the Company, and
tend to be the industry pricing leaders.  If the Company's competitors in these
product lines were to significantly reduce prices, the Company's operating
results could be adversely affected.

The Company currently faces limited competition for certain high value-added
commercial products. If other companies, or some of the Company's existing
customers, begin or expand operations in these categories, the Company could be
adversely affected. Because the Company competes primarily on the basis of the
technical advantages of its commercial products, technical improvements by
competitors could reduce the Company's competitive advantage in these product
lines and thereby adversely affect the Company. The Company could also be
adversely affected if new technologies emerge in the refrigeration industry, or
other consumer industries, including technologies developed in response to the
elimination of CFCs, that would reduce or eliminate the need for copper and
copper alloy tube. Certain of the Company's products, such as plumbing tube,
compete with products made of alternative substances, such as polybutylene
plastic. A substantial increase in the price of copper could decrease the
relative attractiveness of copper products in cases where an alternative exists
and thereby adversely affect the Company's operating results.

MANUFACTURING

The manufacture of seamless tube and tubular products consists of casting,
extruding, drawing, forming and finishing processes. In most cases, the raw
material is first cast into a solid cylindrical shape or "billet." The billet
is then heated to a high temperature and extruded under high pressure into a
tube. The tube is either drawn to smaller sizes or reduced on a forging machine
and then drawn to smaller sizes. The outside and/or inside surface can be
enhanced to achieve the desired heat transfer qualities. Depending on customer
needs, bending, annealing (heating to restore flexibility), coiling or other
operations may be required to finish the product.

Virtually all of the tube produced by the Company is seamless as opposed to
welded tube. Welded tube is made from a flat strip that is rolled and welded
together at the edges. A seamless tube has no welded edge because it is formed
by piercing a hole through the center of a cylinder of heated metal and
extruding the tube under pressure. The Company believes that many customers
prefer the reliability and durability of a seamless tube.

RAW MATERIALS, SUPPLIERS AND PRICING

The Company's principal raw materials are copper, nickel, zinc and tin. In
1996, the Company purchased approximately 346 million pounds of metal,
approximately 89% of which was copper. The Company contracts for its copper
requirements with a variety of sources, including producers, merchants,
brokers, dealers and industrial suppliers. The Company's raw materials are
available from a wide variety of sources, and the Company does not believe that
the loss of any one source would materially affect its operations.

The key elements of the Company's copper procurement and product pricing
strategies are the assurance of a stable supply and the avoidance of exposure
to metal price fluctuations. The price



                                      7
<PAGE>   10

of copper purchased by the Company is based upon fluctuating market prices,
usually with the COMEX price as a benchmark.  The Company generally has an
"open pricing" option under which the Company may set the price of all or a
portion of the metal subject to a purchase contract at any time up to the last
COMEX trading day (usually two days before the end of the month) of the last
month in the contract period.

In the majority of cases, the price to the customer contains two components:
(i) a metal charge based upon the market value of the metal content on the date
of shipment of the product to the customer; and (ii) a fixed fabrication
charge.  In other cases, the Company quotes a firm price to the customer which
covers both the metal price and the fabrication charge.  In either case, the
Company minimizes its exposure to metal price fluctuations through various
strategies. Generally, at the time the metal price for the customer is
established, the Company prices an equivalent amount of metal under its open
pricing arrangements with its suppliers.  It is the Company's policy not to
attempt to profit from fluctuations in copper prices by taking commodity risks
or speculative commodity positions.

RESEARCH AND DEVELOPMENT

The Company's research and development efforts are devoted to new product
development and manufacturing process improvements. The Company's research and
development is primarily conducted at the Decatur facility.

Recently developed heat transfer products, including the Company's line of
"Turbo" products, account for over 30% of commercial product gross profit.
Turbo products include Turbo-A, the Company's internally enhanced tube, and
Turbo-B, the proprietary line of enhanced surface tube for chillers. Demand for
enhanced tube products is driven by the need for improved energy efficiency.
New product development will continue to be concentrated in the heat transfer
area. The Company is involved in several industry, university and government
sponsored research projects relating to CFC alternative refrigerants as well as
more energy efficient tube for the power and petro-chemical industries. The ARI
has chosen the Company's tube as the "standard" to measure the efficiency of
alternative refrigerants. See "Phaseout of CFCs."

The Company's research and development expense was $1.6 million, $1.5 million
and $1.6 million for the years ended December 31, 1996, 1995 and 1994,
respectively. The Company uses its existing manufacturing facilities and
personnel to assist in manufacturing process research and development efforts.
In addition, the Company engages in new product development efforts with
certain of its major customers.

ENVIRONMENTAL MATTERS

The Company's operations are subject to extensive environmental regulations
imposed by federal, state, provincial and local authorities in the United
States and Canada with respect to emissions to air, discharges to waterways,
and the generation, handling, storage, transportation, treatment and disposal
of waste materials. In addition, the Company has incurred and in the future may
incur liability under environmental statutes and regulations with respect to
the


                                      8
<PAGE>   11

contamination of sites owned or operated by the Company (including contamination
caused by prior owners and operators of such sites) and the off-site
disposal of hazardous substances.  The

Company believes its operations are in substantial compliance with
the terms of all applicable environmental laws and regulations as currently
interpreted. However, the Company expects that future regulations and changes in
the text or interpretation of existing regulations may subject its operations to
increasingly stringent standards. While the precise effect of these changes on
the Company cannot be estimated, compliance with such requirements may make it
necessary, at costs which may be substantial, to retrofit existing facilities
with additional pollution-control equipment and to undertake new measures in
connection with the storage, transportation, treatment and disposal of
by-products and wastes.

The Company has a reserve of $3.7 million for environmental remediation costs.
This reserve is reflected in the Company's December 31, 1996 consolidated
balance sheet and does not anticipate any recovery for amounts indemnified by
other parties. The total cost of environmental assessment and remediation
depends on a variety of regulatory, technical and factual issues, some of which
cannot be anticipated. While the Company believes that the reserve, under
existing laws and regulations, is adequate to cover presently identified
environmental remediation liabilities, there can be no assurance that such
amount will be adequate to cover the ultimate costs of these liabilities, or
the costs of environmental remediation liabilities that may be identified in
the future. See "Item 3 - Legal Proceedings" and "Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Environmental Matters".

EMPLOYEES

As of December 31, 1996, the Company had a total of 3,377 employees. None of the
United States or the London, Ontario employees is represented by a union. A
majority of the hourly employees at the Montreal and Fergus plants are
unionized and are covered by collective bargaining agreements that expire in
1999 and 1997, respectively. In December 1996, an attempt to organize the
employees at the Shawnee, Oklahoma facility, by the International Brotherhood
of Teamsters, Local Union 886, AFL-CIO, was defeated. Under applicable federal
law, as a consequence of that defeat, there is a prohibition on any union
conducting an election at that facility prior to December 1997.  As a whole,
the Company believes its relationships with its employees are very good.

PATENTS AND TRADEMARKS

The Company owns a number of United States and other patents and trademarks and
has granted licenses under some of such patents and trademarks. While the
Company believes that its patents and trademarks have competitive value, it
does not consider the business of the Company as a whole to be dependent on its
patents, patent rights or trademarks.



                                      9
<PAGE>   12



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

Certain of the statements and subject areas contained herein in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that are not based upon historical or current facts deal with or may
be impacted by potential future circumstances and developments.  Such statements
and the discussion of such subject areas involve, and are therefore qualified
by, the inherent risks and uncertainties surrounding future expectations
generally, and also may materially differ from the Company's actual future
experience involving any one or more of such subject areas.  The Company has
attempted to identify, in context, certain of the factors that it currently
believes may cause actual future experience and results to differ from current
expectations regarding the relevant statement or subject area. The Company's
operations and results also may be subject to the effect of other risks and
uncertainties in addition to the relevant qualifying factors identified
elsewhere herein, including, but not limited to, cyclicality and seasonality in
the industries to which Wolverine sells its products, the impact of competitive
products and pricing, extraordinary fluctuations in the pricing and supply of
the Company's raw materials, unanticipated developments in the areas of
environmental compliance, and other risks and uncertainties identified from time
to time in the Company's reports filed with the Securities and Exchange
Commission.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to each
executive officer of the Company:
<TABLE>
<CAPTION>
                                          Years in the
             Name                 Age       Industry           Positions with the Company
             ----                 ---       --------           --------------------------
<S>                              <C>          <C>        <C>
John M. Quarles                  56           25         Chairman and Director
                                                         
Thomas B. Roller                 47           10         President and Chief Executive Officer,
                                                         Director

Gregory M. Trickey               48           24         Chief Operations Officer and Director

                                                         Executive Vice President, Chief Financial
James E. Deason                  49            3         Officer, Secretary, Treasurer and Director
                                                         
Richard P. Westmoreland          60           16         Executive Vice President, International and
                                                         Business Development

Thomas J. Ruble                  44            2         Senior Vice President, Operations
                                                         
                                                         Senior Vice President and General Manager,
Alan L. Smith                    48            2         Fabricated Products Group
                                                         
Dale G. Barnhart                 44           13         Senior Vice President, Marketing and Sales

Norman R. Clevinger              49           24         Vice President, Development and Planning

William H. Hartman               56           35         Vice President, Purchasing
                                                                                    
</TABLE>



                                      10
<PAGE>   13

<TABLE>
<S>                              <C>         <C>         <C>
Thomas J. Malone                 49          18          Vice President, Corporate Development

Sam Alfano                       41           1          Corporate Controller
</TABLE>


Mr. Quarles has been the Chairman of the Company since May 1994 and a Director
since January 1991.  From October 1990 to September 1996, Mr. Quarles was the
Company's President and Chief Executive Officer.  Mr. Quarles joined the Company
in 1972 and has held numerous positions, including Director of Development and
Planning from 1985 to 1987 and President of the Company's former U.S. operating
subsidiary from 1987 to 1990.

Mr. Roller has been the Company's President and Chief Executive Officer since
September 1996, and a Director since December, 1996.  Prior to joining the
Company, Mr. Roller was President and Chief Executive Officer of Fruehauf
Trailer Corp, Inc. since 1992.  From 1991 to 1992, Mr. Roller was the President
and Chief Executive Officer of Plywood Panels.  Prior to that, Mr. Roller spent
10 years at Carrier Corporation.  In October 1996, Fruehauf Trailer Corp. filed
a voluntary petition under Chapter 11 of the Federal bankruptcy laws.

Mr. Trickey has been Chief Operations Officer and a Director of the Company
since May 1994.  He was Executive Vice President, Operations of Wolverine from
October 1990 to May 1994.  Mr. Trickey has been employed by the Company for 24
years, holding numerous positions in engineering and operations.

Mr. Deason has been the Executive Vice President, Chief Financial Officer,
Secretary and Treasurer of the Company since September 1994 and a Director of
the Company since October 1995.  Prior to joining the Company, Mr. Deason, a
Certified Public Accountant, was most recently a partner with Ernst & Young LLP
in Birmingham, Alabama.

Mr. Westmoreland has been Executive Vice President, International and Business
Development since December 1995. He was Executive Vice President, Marketing and
Sales of the Company from October 1990 to December 1995. From 1986 to 1990, Mr.
Westmoreland was Vice President, Marketing and Sales for the Company.

Mr. Ruble has been Senior Vice President, Operations of Wolverine since April
1995. Prior to joining Wolverine, Mr. Ruble spent over 20 years with Delphi
Chassis Systems of General Motors Corporation, where he was most recently
responsible for multiplant operations.

Mr. Smith has been Senior Vice President and General Manager, Fabricated
Products Group since January 1996. For more than five years prior to joining
Wolverine, Mr. Smith was Vice President, General Manager at Copperweld
Corporation, where he was responsible for sales and marketing, manufacturing
and distribution of their Bimetallic Products Company.

Mr. Barnhart has been the Senior Vice President, Marketing and Sales since
January 1997.  For more than five years prior to joining Wolverine Tube, Mr.
Barnhart was Vice President, Business Development, of Copeland Corporation.



                                      11
<PAGE>   14


Mr. Clevinger has been the Vice President, Development and Planning of the
Company since March 1990. Mr. Clevinger has spent 25 years with the Company,
holding numerous positions in product engineering.

Mr. Hartman has been the Vice President, Purchasing of the Company since 1988.
Mr. Hartman has spent 35 years with the Company, holding numerous positions in
material control.

Mr. Malone joined the Company as Vice President, Corporate Development in March
1997.  Prior to joining the Company, he served in a variety of positions at
Carrier Transicold, a division of United Technologies Inc., since 1978, most
recently serving as Vice President, Asia Pacific Operations.

Mr. Alfano has been the Corporate Controller since May 1996. For more than five
years prior to joining Wolverine, Mr. Alfano, a Certified Public Accountant,
was with Citation Corporation where he held the positions of Corporate
Controller and Director of Administration of the Texas Foundries Division.



                                      12
<PAGE>   15


ITEM 2

                                  PROPERTIES

UNITED STATES FACILITIES  The Company owns and operates manufacturing
facilities in Decatur, Alabama; Ardmore, Tennessee; Booneville and Greenville,
Mississippi; Roxboro, North Carolina; Shawnee, Oklahoma; and Carrollton, Texas.
The Altoona, Pennsylvania facility is partially owned and partially leased from
a local industrial development agency for $3,500 per year in perpetuity.  All
of these facilities are operating at or near capacity.  The Company's corporate
offices are comprised of approximately 5,000 square feet of a leased facility
in Huntsville, Alabama.  The following table describes each of the Company's
United States manufacturing facilities:





<TABLE>
<CAPTION>
                                                   Number of
             Property      Plant Size     Year    Employees at
Location    Size(acres)     (sq. ft.)   Opened   Dec. 31, 1996    Description
--------    -----------     ---------   ------   -------------    -----------
<S>            <C>          <C>         <C>           <C>         <C>

Decatur, AL    166          590,442     1948          944         Produces each of the Company's tube
                                                                  product lines.  A significant portion
                                                                  of production is industrial, technical
                                                                  and copper alloy tube.  Produces
                                                                  smooth feedstock tube for the Ardmore
                                                                  and Booneville  facilities.

Ardmore, TN      6           56,724     1974           86         A redraw facility that produces higher
                                                                  margin commercial products such as
                                                                  capillary tube and specially
                                                                  fabricated components.

Booneville,     30          152,200     1989          180         Processes feedstock tube from Decatur
MS                                                                facility into enhanced surface
                                                                  industrial tube.

Greenville,     10           50,000     1982           86         A redraw facility that produces higher
MS                                                                margin commercial products such as
                                                                  capillary tube and specially
                                                                  fabricated parts.

Roxboro, NC     33          137,450     1994          262         Produces technical copper tube,
                                                                  plumbing tube and refrigeration
                                                                  service tube.

Shawnee, OK     51          309,450     1974          447         Produces each of the Company's copper
                                                                  tube product lines.  Capable of
                                                                  producing feedstock tube for the
                                                                  Ardmore and Booneville facilities.

Altoona, PA     32          169,000     1956          300         A redraw facility that produces higher
                                                                  margin commercial products such as
                                                                  capillary tube, specially fabricated
                                                                  parts and smaller diameter tube.

Carrollton, TX   8           65,000     1987          197         A redraw facility that produces higher commercial
                                                                  products such as specially fabricated parts, return
                                                                  bends and manifolds.
                                                                                      
</TABLE>



                                      13
<PAGE>   16




CANADIAN FACILITIES  The Company's  Canadian manufacturing facilities are
located in London and Fergus, Ontario, and in Montreal, Quebec.  The facilities
are operating at or near capacity.  The following table describes each of the
Company's Canadian manufacturing facilities:



<TABLE>
<CAPTION>
                                                                       
                 Property                             Number of   
                   Size       Plant Size   Year      Employees at 
Location         (Acres)      (Sq. Ft.)   Opened      Dec. 31, 1996           Description  
--------         -------      ---------   ------      -------------           -----------  
<S>                <C>         <C>         <C>          <C>         <C>
London, Ontario    45          195,000     1958         338         Produces plumbing tube,
                                                                    refrigeration service tube
                                                                    and industrial tube.  Also
                                                                    houses corporate offices.

Fergus, Ontario    26          150,000     1968         121         Produces copper and copper
                                                                    alloy strip.

Montreal, Quebec   25          424,000     1942         416         Produces plumbing tube and
                                                                    refrigeration service tube,
                                                                    copper alloy tube and copper
                                                                    and copper alloy rod and bar.

</TABLE>




                                      14
<PAGE>   17



ITEM 3

                              LEGAL PROCEEDINGS

The Company's facilities and operations are subject to extensive environmental
laws and regulations, and the Company is currently involved in various
proceedings relating to environmental matters as described under "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Environmental Matters."  The Company is not involved in any legal
proceeding that it believes could have a material adverse effect upon its
financial condition or operations.





                                      15
<PAGE>   18




ITEM 4

             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders by the Company during
the final quarter of the fiscal year covered by this report.





                                      16
<PAGE>   19



                                   PART  II

ITEM 5


              MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                             STOCKHOLDER MATTERS

The Company's Common Stock is traded on the New York Stock Exchange under the
symbol "WLV."  On March 14, 1997, the Company had 396 stockholders of record
and the closing price of the Company's Common Stock was $35.50.

The following table sets forth, for the periods indicated, the range of high
and low reported sale prices for the Company's Common Stock on the New York
Stock Exchange for each quarter of fiscal years 1995 and 1996.

<TABLE>
<CAPTION>
 Fiscal Year Ended December 31, 1995:                High                           Low
              <S>                                  <C>                           <C>                                       
              First quarter                        $26 3/4                       $23 1/4
              Second quarter                       $34                           $24 1/2
              Third quarter                        $43 1/2                       $31 5/8
              Fourth quarter                       $38                           $30 7/8
<CAPTION>              
 Fiscal Year Ended December 31, 1996:                High                           Low
              <S>                                  <C>                           <C>       
              First quarter                        $43 1/8                       $34 1/2   
              Second quarter                       $40 5/8                       $31       
              Third quarter                        $43 1/4                       $32 3/4   
              Fourth quarter                       $43 3/8                       $34 1/2   
</TABLE>


The Company did not declare or pay cash dividends on its Common Stock during
the years ended December 31, 1995 or 1996.  The Company does not currently plan
to pay cash dividends on the Common Stock. Any future determination to pay cash
dividends will depend on the Company's results of operations, financial
condition, contractual restrictions and other factors deemed relevant by the
Board of Directors. The Company intends to retain earnings to support the
growth of the Company's business.

The Indenture governing the Company's 10 1/8% Senior Subordinated Notes Due
2002  (the "Senior Notes") restricts the payment of cash dividends on the
Common Stock. Pursuant to the terms of that Indenture, the Company can pay
dividends on the Common Stock only if certain financial and other tests are
met. See Note 5 of the Notes to Consolidated Financial Statements. Also, under
the terms of the Company's Redeemable Cumulative Preferred Stock, the Company
must pay all accrued dividends on outstanding Redeemable Cumulative Preferred
Stock prior to





                                      17
<PAGE>   20



making any cash dividend payments on the Common Stock. See Note 10 of the Notes
to Consolidated Financial Statements.  Finally, the Company's credit agreement
with a group of banks permits the Company to pay dividends on the Common Stock
only if certain financial and other tests are met. See "Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."





                                      18
<PAGE>   21



ITEM 6

                           SELECTED FINANCIAL DATA

The historical consolidated financial data presented below for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 were derived from the audited
consolidated financial statements of the Company, and should be read in
conjunction therewith and with the information set forth under "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations".

<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                                 -----------------------------------------------------------------------------------
 Statement of Income Data:                          1996           1995              1994              1993             1992      
------------------------------------------------------------------------------------------------------------------------------------
                                                                   (In thousands, except per share amounts)
 <S>                                             <C>             <C>               <C>               <C>              <C>         
 Net sales                                       $699,863        $664,605          $525,619          $468,987         $483,609    
 Costs of goods sold                              606,157         580,749           459,043           406,590          426,035    
------------------------------------------------------------------------------------------------------------------------------------
 Gross profit                                      93,706          83,856            66,576            62,397           57,574    
 Selling, general and administrative               21,903          23,391            17,877            22,942           24,459    
 expenses                                                                                                                         
 Write-down of fixed assets (a)                         -               -                 -             2,259                -    
------------------------------------------------------------------------------------------------------------------------------------
 Income from operations                            71,803          60,465            48,699            37,196           33,115    
 Other expenses:                                                                                                                  
       Interest expense, net                        9,321           9,038             6,728             8,761            9,371    
       Amortization and other, net                  1,107           1,604             1,376             1,264            2,220    
------------------------------------------------------------------------------------------------------------------------------------
 Income before income taxes,                                                                                                      
 extraordinary item and cumulative 
 effect of accounting change                       61,375          49,823            40,595            27,171           21,524    
 Income tax expense                                21,792          17,587            15,550            11,138            9,355    
------------------------------------------------------------------------------------------------------------------------------------
 Income before extraordinary item and                                                                                             
       cumulative effect of accounting change      39,583          32,236            25,045            16,033           12,169    
 Extraordinary item, net of income tax                  -               -                 -                 -           (4,197)    
 benefit                                                                                                                          
 Cumulative effect of accounting change,                                                                                          
       net of tax benefit                               -               -                 -            (1,768)               -    
------------------------------------------------------------------------------------------------------------------------------------
 Net income                                      $ 39,583        $ 32,236          $ 25,045          $ 14,265         $  7,972    
====================================================================================================================================
 Net income applicable to common shares          $ 39,303        $ 31,956          $ 24,765          $ 13,966         $  6,213    
====================================================================================================================================
 Earnings per common share:                                                                                                       
 Income before extraordinary item and                                                                                             
       cumulative effect of accounting change    $   2.77        $   2.26          $   1.82          $   1.39         $   0.98    
 Extraordinary item                                     -               -                 -                 -            (0.39)    
 Cumulative effect of accounting change                 -               -                 -             (0.16)               -    
------------------------------------------------------------------------------------------------------------------------------------
 Net income                                      $   2.77        $   2.26          $   1.82          $   1.23         $   0.59    
====================================================================================================================================
 Weighted average number of common and 
       common equivalent shares outstanding        14,196          14,118            13,643            11,331           10,576    
 

</TABLE>





                                      19
<PAGE>   22



<TABLE>
<CAPTION>
                                                                                Year ended December 31,
                                                                ---------------------------------------------------------
 Other Data:                                                      1996        1995         1994        1993        1992
-------------------------------------------------------------------------------------------------------------------------
 <S>                                                           <C>          <C>         <C>         <C>          <C>
 Pounds shipped                                                 349,297      313,145     303,813     288,483      281,071
 Depreciation and amortization                                 $ 16,346     $ 15,790    $ 12,891    $ 11,815     $ 13,122
 Capital expenditures                                             8,540       15,805      34,382      22,330        4,049
 Average COMEX price of copper per pound(c)                        1.06         1.35        1.07        0.85         1.03

</TABLE>

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                               ----------------------------------------------------------
 Balance Sheet Data:                                              1996        1995         1994        1993        1992
-------------------------------------------------------------------------------------------------------------------------
 <S>                                                           <C>          <C>         <C>         <C>          <C>

 Total assets                                                  $397,020     $357,225    $340,552    $276,036     $214,365
 Total long-term debt                                           100,473      100,547     100,715     100,010      100,464
 Redeemable Cumulative Preferred Stock                            2,000        2,000       2,000       2,000        3,500
 Stockholders' equity                                           209,222      164,526     128,719      97,644       39,302
</TABLE>


(a) The Company discontinued the majority of its aluminum tube operations in
1993.  The Company recorded a one-time, pre-tax $2.3 million charge for fixed
asset write-downs and disposal costs in the quarter ended July 3, 1993.

(b) Reflects the payment of preferred stock dividends and accretion of
preferred stock redemption requirements.

(c) Source: Metals Week





                                      20
<PAGE>   23



ITEM 7


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS


GENERAL
The following general factors should be considered in analyzing the Company's
results of operations:

Components of Cost of Goods Sold
A substantial portion of the Company's cost of goods sold reflects the cost of
raw material, principally copper.  These costs, which fluctuate with the
markets for raw material, are generally passed along to the customers.
Accordingly, the Company's net sales and cost of goods sold levels are affected
by the rise and fall of copper prices, even in the absence of increases or
decreases in business activity.  Such increases or decreases cause variations
in the Company's gross margin (gross profit as a percentage of net sales), but
have little direct impact on the Company's levels of gross profit.

Variability of Wholesale Product Gross Profit
Gross profit attributable to sales of the Company's wholesale products has
fluctuated and may continue to fluctuate substantially from period to period.
In 1996, 1995 and 1994, gross profit from sales of these products was $7.9
million, $2.2 million, and $6.5 million respectively.  Gross profit derived
from the sale of wholesale products is mainly affected by changes in selling
prices.  Selling prices for these products are affected by general economic
conditions (especially the rate of housing starts), industry competition and
manufacturing capacity, industry production levels and other market factors,
all of which are beyond the control of the Company.

Impact of Product Mix
The Company's sales range from higher value-added and higher margin commercial
products to commodity type products such as wholesale tube and rod, bar and
strip.  The Company's overall profitability from period to period is affected
by the mix in sales within these categories.  The Company has substantial sales
in Canada, and its product mix in that market, as compared to the United States
market, reflects a much higher percentage of commodity type products such as
wholesale tube and rod, bar and strip.  The results of Canadian operations
reflect both this different product mix and the impact of Canadian market and
economic trends, which can be independent of United States trends.

Cyclical and Seasonal Nature of Demand
Because the Company primarily supplies component parts, the Company's
operations are affected by changes in its customers' markets.  Demand in
certain industries to which the Company sells is cyclical.  In particular,
sales of plumbing tube and refrigeration service tube are affected by changes
in residential construction rates.  Demand in certain industries to which the
Company sells, including the residential air conditioning industry, is also
seasonal.  Sales to the residential air conditioning market are generally
greater in the first and second quarters of the year and lower in the third and
fourth quarters because manufacturers typically build inventories in the early
part of the year in anticipation of summer air conditioning sales and housing
starts.  In addition, sales of industrial tube are affected adversely in years
with unusually cool summers.





                                      21
<PAGE>   24


RESULTS OF OPERATIONS
Year Ended December 31, 1996 Compared with Year Ended December 31, 1995
Consolidated net sales for the year ended December 31, 1996 were $699.9 million,
an increase of 5.3% from net sales of $664.6 million in 1995.  Pounds shipped
increased by 11.5% in 1996 to 349.2 million from 313.1 million in 1995. Net
sales reflect a decrease in the price of copper, the Company's main raw
material. The average COMEX copper price for 1996 was $1.06 compared with $1.35
for 1995.  Shipments of commercial tube increased by 5.5% in 1996 over 1995 due
to continued demand from large commercial air conditioning equipment
manufacturers as the CFC phaseout continued, and increased shipments of
industrial tube used in residential air conditioning and appliance applications,
partially resulting from the acquisition of Tube Forming, Inc., in September
1996.  As fabrication charges in the wholesale tube products market increased,
the Company increased its offering of wholesale products in the United States.
As a result, shipments of Wolverine's wholesale products increased by 49.7% in
1996.  Pounds shipped in the United States were 213.7 million in 1996 for an
increase of 10.6% from 1995.  Canadian pounds shipped in 1996 were 135.6
million, 13.2% more than 1995.

Consolidated gross profit increased by 11.7% for 1996 to $93.7 million from
$83.9 million in 1995.  The gross profit improvement was due to increased sales
of higher margin commercial products and increased sales of wholesale tube,
especially in the United States.  Consolidated gross margin increased to 14.0%
in 1996 from 12.6% in 1995.  Gross profit from United States operations
improved by 9.6% to $75.6 million from $69.0 million in 1995 due to the factors
outlined above.  Gross profit for the Canadian operations increased by 21.5% to
$18.1 million from $14.9 million in 1995, principally due to improvements in
wholesale product fabrication charges.

Consolidated selling, general and administrative expenses for the year ended
December 31, 1996, were $21.9 million compared with $23.4 million in 1995.
This decrease is primarily the result of decreased pension expenses resulting
from the pension plan's investment performance and reduced incentive expenses
which were partially offset by increased professional fees and general
management salaries.

As a result of the increased gross profit and reduced selling, general and
administrative expenses, consolidated income from operations increased by 18.8%
to $71.8 million in 1996 from $60.5 million in 1995.  United States income from
operations increased 15.8% to $57.3 million in 1996 from $49.5 million in 1995.
Canadian income from operations increased by 31.8% to $14.5 million in 1996
from $11.0 million in 1995.

Consolidated net interest expense increased by $0.3 million to $9.3 million for
the year ended December 31, 1996, from $9.0 million in 1995.  This increase was
due to decreased capitalized interest as a result of completed capital projects
which was offset by increased interest income on cash and equivalents.

The effective tax rate for the year ended December 31, 1996, was 35.5% compared
with 35.3% for the year ended December 31, 1995.

For the year ended December 31, 1996, net income was $39.6 million or $2.77 per
share compared with $32.2 million or $2.26 per share for the year ended
December 31, 1995.  Included in the 1995 results was the one-time after tax
charge of $685,000, or $0.05, per share relating to the costs of a secondary
stock offering.





                                      22
<PAGE>   25


RESULTS OF OPERATIONS
Year Ended December 31, 1995 Compared with Year Ended December 31, 1994
Consolidated net sales for the year ended December 31, 1995 were $664.6
million, an increase of 26.4% from net sales of $525.6 million for 1994.  This
was due to several factors including an increase in the price of copper, the
Company's main raw material. The average COMEX copper price for 1995 was $1.35
compared with $1.07 for 1994.  Pounds shipped increased by 3.1% in 1995 to
313.1 million from 303.8 million in 1994.  Shipments of commercial tube
increased by 16.8% to 211.9 million in 1995 over 1994 due to increased demand
from large commercial air conditioning equipment manufacturers as the CFC
phaseout continued and increased shipments of fabricated products resulting
from the acquisition of STP in November 1994.  Shipments of Wolverine's
wholesale products declined by 24.2% mainly due to the Company's shift from
base tube production from wholesale products to the production of higher
value-added commercial products in 1995.  Pounds shipped in the United States
were 193.3 million in 1995 or an increase of 13.3% from 1994.  Pounds shipped in
Canada in 1995 were 119.8 million, 10.1% less than 1994.

Consolidated gross profit increased by 26.0% in 1995 to $83.9 million from
$66.6 million in 1994.  The gross profit improvement was due to increased sales
of higher margin commercial products, especially in the United States.
Additionally, the benefits of reduced  manufacturing costs resulting from the
completion of several capital expenditure projects contributed to the increased
consolidated gross profit in 1995.  Consolidated gross margin decreased to
12.6% in 1995 from 12.7% in 1994.  Gross profit from the United States improved
by 28.5% to $69.0 million from $53.7 million in 1994 due to the factors
outlined above.  Gross profit for the Canadian operations increased by 15.5% to
$14.9 million from $12.9 million in 1994.

Consolidated selling, general and administrative expenses for the year ended
December 31, 1995, were $23.4 million compared with $17.9 million in 1994.  The
increase was principally due to the addition of Small Tube Products as well as
increased professional fees due primarily to the Canadian litigation with
Noranda Metals Inc.  (See Environmental Update - New Westminster)

As a result of the increased gross profit which was partially offset by
increased selling, general and administrative expenses,  consolidated income
from operations increased by 24.2% to $60.5 million in 1995 from $48.7 million
in 1994.  United States income from operations increased 26.3% to $49.5 million
in 1995 from $39.2 million in 1994.  Canadian income from operations increased
by 15.8% to $11.0 million in 1995 from $9.5 million in 1994.

Consolidated net interest expense increased by $2.3 million to $9.0 million for
the year ended December 31, 1995, from $6.7 million in 1994.  This increase was
due to decreased interest income due to the reduction of  investments and
decreased capitalized interest as a result of completed capital projects.

The effective tax rate for the year ended December 31, 1995, was 35.3% compared
with 38.3% for the year ended December 31, 1994.  The lower effective tax rate
in 1995 is primarily the result of the utilization of research and development
tax credits relating to activities in developing new and improved production
processing and products.  In addition, the Company reached a settlement with the
Internal Revenue Service in the third quarter of 1995 regarding prior years'
audits which resulted in a one-time reduction of certain reserves established in
connection with these audits.

For the year ended December 31, 1995, net income was $32.2 million, or $2.26
per share, compared with $25.0 million, or $1.82 per share for the year ended
December 31, 1994.  Included in the 1995 results was the  one-time tax charge
of $685,000, or $0.05, per share relating to the costs of a secondary stock
offering.





                                      23
<PAGE>   26


LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities is the Company's primary source of
liquidity and totaled $39.4 million, $27.2 million and $25.4 million for the
years ending December 31, 1996, 1995 and 1994 respectively.  The increase from
1995 is principally the result of increased net income and reduced accounts
receivable, partially offset by an increase in inventory and accounts payable.

The ratio of current assets to current liabilities was 3.61 in 1996, 2.87 in
1995 and 1.96 in 1994.  The current ratio increased in 1996 from 1995 primarily
as a result of the higher inventory levels and lower accounts payable. The
increase in inventories from the December 31, 1995 balance sheet is the result
of increases in production intended to meet anticipated higher sales volumes in
1996 as compared to 1995, as well as the acquisition of  Tube Forming, Inc.
Current liabilities decreased in 1996 from 1995 as a result of  utilizing cash
from operations to decrease days outstanding on accounts payable and decreased
copper prices.

The Company has an unsecured credit agreement with a group of banks.  The
credit agreement, as amended in June 1996, (i) provides an aggregate available
revolving credit facility limit of $75.0 million, (ii) has up to a Cdn. $13.5
million sublimit available to Wolverine Tube (Canada) Inc., (iii) matures in
full in March 1998, and (iv) bears interest, at the Company's election, at a
floating base rate which is either the federal funds effective rate, plus a
specified margin of .50% to 1.50%, or LIBOR plus a specified margin of .25% to
1.00%.  As of December 31, 1996, there were no outstanding borrowings under the
agreement.

The Company's $99 million in outstanding principal amount of 10.125% Senior
Subordinated Notes due September 1, 2002, are redeemable at the option of the
Company beginning on September 1, 1997, at rates ranging from 103.80% in 1997
to 100% in 2000.  In the event that the Company elects to redeem these notes,
it would require the use of other long term financing.

On September 6, 1996 the Company completed the acquisition of the outstanding
stock of Tube Forming, Inc., and selected assets from two related entities for
$34.6 million.  The acquisition was financed  with existing cash holdings of
$14.6 million and borrowings under the Company's revolving credit facility of
$20.0 million, all of which borrowings were repaid prior to December 31, 1996.

Capital expenditures were $8.5 million in 1996, $15.8 million in 1995 and $34.4
million in 1994.  The Company currently expects to spend approximately $23
million in 1997 under its existing capital improvement program.  The Company
believes that it will be able to satisfy its existing working capital needs,
interest obligations, and capital expenditure requirements with cash flow from
operations and funds available under its credit facility.

ENVIRONMENTAL MATTERS
The Company's facilities and operations are subject to extensive environmental
laws and regulations.  During the year ended December 31, 1996, the Company
spent approximately $1.8 million on environmental matters which include
remediation costs, monitoring costs and legal and other related costs.  The
Company has a reserve of $3.7 million for environmental remediation costs which
is reflected in the Company's Consolidated Balance Sheet (see Note 8). The
Company spent approximately $0.6 million in capital expenditures relating to
environmental matters during 1996, and has budgeted approximately $3.0 million
for such capital expenditures during 1997.  A summary of pending environmental
matters is set forth below.  Based upon information currently available, the
Company believes that the costs of the environmental matters described below are
not reasonably likely to have a material adverse effect on the Company's
consolidated financial condition, results of operations or liquidity.





                                      24
<PAGE>   27


Oklahoma City, Oklahoma
The Company is one of a number of Potentially Responsible Parties ("PRPs")
named by the Environmental Protection Agency (EPA) with respect to the soil and
groundwater contamination at the Double Eagle Refinery Superfund site in
Oklahoma City, Oklahoma.  The costs associated with the cleanup of this site
will be entirely borne by the PRP group (the "Group"), as the site owner has
filed for bankruptcy protection.  In March 1993, twenty-three PRPs named with
respect to the soil contamination of the site, including the Company, submitted
a settlement offer to the EPA. Settlement negotiations between the Group and the
EPA are continuing, but currently contemplate a settlement and consent order
among the PRPs, the EPA and the State of Oklahoma, which would provide for each
PRP's liability to be limited to a pro rata share of an aggregate amount based
upon the EPA's worst-case cost scenario to remediate the site.  Under the
current proposal, the Company's settlement amount is estimated to be between
$355,000 and $410,000.

Decatur, Alabama
The Company is subject to an order under Section 3008(h) of the Resource
Conservation and Recovery Act (RCRA) to perform a facilities investigation of
its site in Decatur, Alabama, including a portion of the site where wastes were
buried (the "Burial Site").  Should  the EPA decide to order remediation, the
remaining monitoring, legal and other costs are estimated to be $2.1 million.
Under an agreement between the Company and an affiliate of The Henley Group,
Inc.  (collectively,"Henley"), the prior owner of the property, Henley took
control of investigation and any required cleanup of the Burial Site.  The
agreement stipulates that after February 1997, any additional costs of
investigation and required cleanup be shared between the Company and Henley on
a dollar for dollar basis.  In February 1997, the Company exercised its option
to release Henley from liability for further remediation, monitoring and
related costs with respect to the Burial Site in exchange for a $750,000
settlement payment, all pursuant to the terms of the existing agreements with
Henley.  Henley has yet to respond to the Company.  The agreement expires on
December 31, 1999, and the potential liability, if any, at that time reverts
back to the Company.

New Westminster, British Columbia
In February 1988, the Company purchased substantially all of the assets of
Noranda Metal Industries Limited ("NMI" and, collectively with its parent,
Noranda, Inc., "Noranda"), which included property located in Montreal, Quebec
(the "Montreal Property"), Fergus, Ontario (the "Fergus Property"), and a
leasehold interest in property located on Annacis Island in Delta, British
Columbia (the "New Westminister Property," and collectively with the Montreal
Property and the Fergus Property, the "Properties").  In 1993, the Company
commissioned a series of environmental assessments of the properties, which
resulted in the finding of PCBs above permissible limits at the New Westminster
property and in an adjacent tidal flat of the Fraser River.  Additional
findings include traces of PCBs within the Montreal Property, as well as the
presence of heavy metal and other contaminants at the New Westminster Property
and the  Montreal Property.

The Company discontinued operations at the New Westminster facility in April
1991, and the facility was sold in November 1995 to Juker Holdings Ltd.
("Juker").  Terms of the sales agreement provide that Juker assume
responsibility for the remediation of the New Westminster and neighboring
properties (excluding the Fraser River) and indemnify Wolverine from any
liability with respect to the remediation of the Property.

The Company currently has no obligation to remediate the soil contamination at
its Montreal Property under existing current Quebec statutes.  The traces of
PCBs within the Montreal Property have been remediated. The Company has
instituted a program to prevent further contamination and is monitoring the
existing contamination.  The Company intends to continue to operate the
Montreal Property and does not currently plan to remediate the heavy metal
contamination; thus, no estimate has been made of the costs to remove the heavy
metal from the soil and no amount has been accrued in the accompanying
consolidated financial statements.





                                      25
<PAGE>   28


On October 13, 1993, the Company filed a Statement of Claim against Noranda and
other parties, contending that Noranda is liable for substantially all of the
cleanup costs at New Westminster and Montreal under the environmental indemnity
contained in the purchase agreement and that Noranda materially breached the
agreement by failing, among other things, to provide full and complete
disclosure of the condition of the facilities.  The Statement of Claim seeks
certain declaratory judgments, specific performance of the agreement, and
general specific prospective damages of up to $25,000,000 (Canadian).  In
March, 1997 the Company and Noranda reached an oral agreement to settle the
Statement of Claim.  The proposed settlement provides that Noranda will
reimburse the Company for a portion of the costs incurred in the remediation
study and other related costs associated with the New Westminister Property.
In addition, the oral agreement contemplates that Noranda and the Company would
enter into a cost sharing arrangement with respect to future remediation costs
at the Montreal Property, up to a maximum amount of $9.9 million.  Pursuant to
the proposed arrangement, which would expire in September 2002, Noranda would
be responsible for a maximum of $6 million and the Company would be responsible
for a maximum of $3.9 million of such costs.  Any remediation costs in excess
of $9.9 million would be the sole responsibility of the Company.  While the
Company anticipates entering into a definitive agreement with Noranda as
summarized above, there can be no assurance that such an agreement will be
entered into or that, if an agreement is reached, the terms thereof will be as
orally agreed upon.

The Ministry of Environment, Lands and Parks of the Province of British
Columbia (the "B.C. Ministry") has issued a Pollution Abatement Order to the
Company and NMI regarding the New Westminster facility and a tidal flat in the
Fraser River immediately adjacent to an outfall from this property's drainage
system. The order requires the Company and NMI to prevent discharge of
contaminants from the property, to undertake further investigation of this
site and to prepare a remediation plan and implementation schedule for cleanup
of the contaminated area, including the Fraser River.  Pursuant to the sale
agreement with Juker, Juker assumed responsibility for the remediation of the
New Westminster Property, other than with respect to the Fraser River.  The
Company has been informed that Juker has completed the remediation of the New
Westminister Property, and that NMI has completed the remediation of the Fraser
River and associated uplands, all as outlined in the implementation plan that
was approved by the B.C. Ministry.  The Company does not anticipate that it
will have any further liability under the Pollution Abatement Order.

Ardmore, Tennessee
On December 28, 1995, the Company entered into a Consent Order and Agreement
with the Tennessee Division of Superfund ("the Tennessee Division"), relating
to the Ardmore Facility, under which the Company agreed to conduct a
preliminary investigation regarding whether volatile organics detected in and
near the municipal drinking water supply are related to the Ardmore Facility
and, if necessary, to undertake any appropriate response.  That investigation
has disclosed contamination, including elevated concentrations of certain
volatile and organic compounds, in soils in certain areas of the Ardmore
Facility and also has disclosed elevated levels of certain volatile organic
compounds in the shallow residuum groundwater zone at the Ardmore Facility.
Under the terms of the Consent Order and Agreement, the Company submitted a
Remediation Investigation and Feasibility Study ("RI/FS") work plan, which was
accepted by the Tennessee Division, and the Company has  initiated the RI/FS.
Based on the available information, and recognizing that the nature and scope
of remediation will be affected by the results of the RI/FS, the Company
preliminarily estimates a range of between $670,000 and $1,000,000 to complete
the investigation and remediation of this site, of which approximately $127,000
has been spent.





                                      26
<PAGE>   29


A recent report of a 1995 EPA site inspection of the Ardmore Facility
recommended further action for the site.  The Company believes, however, that
because the Tennessee Division is actively supervising an ongoing investigation
of the Ardmore Facility, it is unlikely that EPA will intervene and take
additional action.  If the EPA should intervene, however, the Company could
incur additional costs for any further investigation or remedial action
required.

Greenville, Mississippi
Following the Company's acquisition of its Greenville, Mississippi facility
(the "Greenville Facility"), a preliminary investigation disclosed volatile
organic contaminants in soil and ground water at the site.  Based on further
investigation, it appears that the contamination has not spread off site.  The
Company entered into a Consent Order with the Mississippi Department of
Environmental Quality ("MDEQ") for a pilot study program which will help
determine the effectiveness of certain technology tentatively identified for
remediation and which will also help define the scope of remediation for the
site. This pilot study program is expected to continue through June 1, 1997,
although the Company expects to enter into a final Consent Order with MDEQ
prior to that time. While the Company's consultants and the MDEQ have not
finalized the remediation plan, the remaining total investigative and remedial
costs could total $1,274,000, depending upon the remediation plan ultimately
adopted.  Applicable costs of testing and remediation required at the
Greenville Facility are being shared with the former owners of the facility on
a dollar for dollar basis, not to exceed $750,000, pursuant to the terms of an
Escrow Agreement established at the time the facility was acquired.  Any
remediation costs in excess of $750,000 would be the sole responsibility of
Wolverine.

Other
The Company has been identified by the EPA as one of a number of PRPs at
Superfund sites in Athens, Alabama and in Criner, Oklahoma.  The Company
believes that its potential liability with respect to these Superfund sites is
not material.  However, there can be no assurance that the Company will not be
named a PRP at additional Superfund sites in the future or that the costs
associated with those sites would not be substantial.

The Company believes that it faces no significant liability for the Athens,
Alabama, site because it has removed all of the material that it contributed to
the site.  The Company believes that it faces no significant liability for the
Criner, Oklahoma, site because Henley, the prior owner of the site, has
retained liability for all cleanup costs resulting from past disposal of used
oil at the Criner, Oklahoma site pursuant to an indemnification agreement
between the Company and Henley. Henley, which is not affiliated with the
Company, has discharged these obligations to date.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In October 1996, the American Institute of Certified Public Accountants issued
Statement of Position 96-1 (the "SOP"), "Environmental Remediation Liabilities,"
which provides authoritative guidance on the recognition, measurement, display,
and disclosure of environmental remediation liabilities.  The SOP applies to all
non governmental entities that prepare financial statements in accordance with
generally accepted accounting principals.  The Company will adopt SOP 96-1 in
the first quarter of 1997 and, based on current circumstances, does not believe
the effect of adoption will have a material effect on the Company's Consolidated
financial position, results of operations or liquidity.





                                      27
<PAGE>   30


ITEM 8

                 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                           <C>

Consolidated Statements of Income - For the years ended
         December 31, 1996, 1995 and 1994.                                                    F-1

Consolidated Balance Sheets - December 31, 1996 and 1995.                                     F-2

Consolidated Statements of Stockholders' Equity - For the years ended
         December 31, 1996, 1995 and 1994.                                                    F-3

Consolidated Statements of Cash Flows - For the years ended
         December 31, 1996, 1995 and 1994.                                                    F-4

Notes to Consolidated Financial Statements.                                                   F-5

Report of Ernst & Young LLP, Independent Auditors.                                            F-20
</TABLE>



ITEM 9

         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                          AND FINANCIAL DISCLOSURES

No changes in or disagreements with accountants on accounting and financial
disclosure matters existed during the most recent two years.





                                      28
<PAGE>   31



                                  PART  III

ITEM 10

              DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item with respect to directors is incorporated
by reference from the information under the caption "Election of Directors"
contained in the Company's definitive 1997 proxy statement.  The required
information concerning executive officers of the Company is contained in Part I
of this report.



ITEM 11

                            EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information under the caption "Executive Compensation" in the Company's
definitive 1997 proxy statement.



ITEM 12

        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated by reference from the
information under the caption "Stock Ownership of Management and Certain
Beneficial Owners" in the Company's definitive 1997 proxy statement.



ITEM 13

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the
information contained under the caption "Certain Transactions" in the Company's
definitive 1997 proxy statement.





                                      29
<PAGE>   32



                                   PART IV

ITEM 14

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

(a)      Index to exhibits, financial statements and schedules.

     (1) The following consolidated financial statements for the
         Company and Report of Independent Auditors are included beginning
         on page F-1 hereof:

         Consolidated Statements of Income - For the years ended December 31,
                1996, 1995 and 1994.

         Consolidated Balance Sheets - December 31, 1996 and 1995.

         Consolidated Statements of Stockholders' Equity - For the years ended
                December 31, 1996, 1995 and 1994.

         Consolidated Statements of Cash Flows - For the years ended December
                31, 1996, 1995 and 1994.

         Notes to Consolidated Financial Statements.

         Report of Ernst & Young LLP, Independent Auditors.

     (2) The following consolidated financial statement schedule of the
         Company is included on page S-1 hereof:

         SCHEDULE II               Valuation and Qualifying Accounts

         All other schedules are omitted as inapplicable or because the
         required information is included in the consolidated financial
         statements or notes thereto.

     (3) Exhibits required by Item 601 of Regulation S-K.

         The following exhibits are included in this Form 10-K

<TABLE>
<CAPTION>
Exhibit No.                        Description
<S>                                <C>
                                   
10.1*                              Employment Agreement, dated as of 
                                   September 16, 1996, between the
                                   Company and John M. Quarles
                                   
10.2*                              Severance Agreement, dated as of
                                   September 16, 1996, between the
                                   Company and Thomas B. Roller

</TABLE>




                                      30
<PAGE>   33





<TABLE>
<S>                                <C>
10.3*                              1996 Key Manager Bonus Plan
                                   
10.4*                              Long Term Incentive Plan
                                   
11                                 Computation of Earnings Per Share
                                   
21                                 List of Subsidiaries
                                   
23                                 Consent of Ernst & Young LLP, Independent Auditors
                                   
27                                 Financial Data Schedule (for SEC use only)
</TABLE>

The following exhibit is incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 29, 1996:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.1                                             Fourth Amendment to Loan Agreement,
                                                 dated June 7, 1996
</TABLE>

The following exhibit is incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1996:

<TABLE>
<CAPTION>
Exhibit No.
-----------
<S>                                              <C>
10.1                                             Third Amendment to Loan Agreement,
                                                 dated April 26, 1996
</TABLE>


The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
3.1                                              Restated Certificate of Incorporation of the Company, as amended

3.2                                              Bylaws of the Company
</TABLE>





                                      31
<PAGE>   34



<TABLE>
<S>                                              <C>
10.1*                                            Amendment No. 1 to Employment Agreement, dated December 7, 1995,
                                                 between the Company and John M. Quarles
</TABLE>

The following exhibit is incorporated by reference to the Company's
Registration Statement on Form 8-A, filed on February 22, 1996:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
1                                                Rights Agreement, dated as of February 13, 1996, between the Company and
                                                 Society National Bank, as Rights Agent
</TABLE>

The following exhibit is incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 1, 1995:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.22                                            Second Amendment to Loan 
                                                 Agreement, dated as of April 
                                                 5, 1995, by and among
                                                 the Company, Wolverine Tube
                                                 (Canada), Inc., and the banks
                                                 named therein

</TABLE>

The following exhibits are incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.13*                                           Form of Indemnity Agreement

10.19*                                           Supplemental Executive Retirement Plan

10.21
                                                 First Amendment to Loan Agreement, dated as of November 23, 1994, by
                                                 and among the Company, Wolverine Tube (Canada), Inc. and the banks
                                                 named therein
</TABLE>




                                      32
<PAGE>   35




The following exhibits are incorporated by reference to the Company's
Registration Statement on Form S-4 (File No.  33-82834).

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
2                                                Agreement and Plan of Merger, dated as of June 29, 1994, among the
                                                 Company STP Acquisition, Inc., Small Tube Products, Inc. and Bessemer
                                                 Capital Partners, L.P., as amended by Amendment No. 1 thereto, dated as
                                                 of September 26, 1994

10.17                                            Registration Rights Agreement, dated June 29, 1994, between Bessemer
                                                 Capital  Partners, L.P. and the Company
</TABLE>

The following exhibit is incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 1, 1994:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.18*                                           Employment Agreement between the Company and John M. Quarles
</TABLE>

The following exhibit is incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 2, 1994:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.15                                            Form of Nonqualified Stock Option Agreement under the Company's 1993
                                                 Equity Incentive Plan
</TABLE>

The following exhibits are incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993:

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.10                                            First Supplemental Indenture, dated as of August 2, 1993

10.11                                            Registration Rights Agreement, dated as of July 31, 1993, between the
                                                 Company  and Genstar Capital Corporation

10.12                                            Management Consulting and Advisory Agreement, dated as of July 15,
                                                 1993, between the Company and Genstar Investment Corporation

10.14                                            Loan Agreement, dated February 28, 1994, by and among the Company,
                                                 Wolverine Tube (Canada), Inc. and the banks named therein
</TABLE>





                                      33
<PAGE>   36


The following exhibits are incorporated by reference to the Company's
Registration Statement on form S-1 (File No.  33-65148).

<TABLE>
<CAPTION>
Exhibit No.                                      Description
-----------                                      -----------
<S>                                              <C>
10.1*                                            Severance Pay Plan, dated as of May 10, 1990

10.3*                                            Form of Severance Agreement

10.4                                             The Company's 1991 Stock Option Plan

10.5                                             Form of Nonqualified Stock Option Agreement under the Company's 1991
                                                 Stock Option Plan

10.7                                             The Company's 1993 Equity Incentive Plan

10.8                                             The Company's 1993 Stock Option Plan for Outside Directors

10.9                                             Indenture, dated as of September 1, 1992, between the Company and
                                                 Society National Bank, as Trustee
</TABLE>


*  Identifies each exhibit that is a "management contract or compensatory plan
or arrangement" required to be included as an exhibit to this Form 10-K
pursuant to Item 14(c) of Form 10-K.





                                      34
<PAGE>   37



                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Huntsville, State of Alabama, on the 21st day of March, 1997.

                WOLVERINE TUBE, INC.


                By   /s/Thomas B. Roller
                     Name:  /s/ Thomas B. Roller                     
                            ------------------------------------------
                     Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.


<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                             DATE
========================================================================================================
 <S>                                       <C>                                          <C>            
 /s/ John M. Quarles                       Chairman and Director                        March 21, 1997
------------------------------------                                                   
 John M. Quarles                                                                         

 /s/ Thomas B. Roller                      President and Chief Executive                March 21, 1997 
------------------------------------       Officer and Director                                          
 Thomas B. Roller                                                                            

 /s/ Gregory M. Trickey                    Chief Operations Officer and                   
------------------------------------       Director                                      
 Gregory M. Trickey                                 

 /s/ James E. Deason                       Executive Vice President,                    March 21, 1997   
------------------------------------       Chief Financial Officer, Secretary,           
 James E. Deason                           Treasurer and Director (Principal
                                           Financial Officer and Principal
                                           Accounting Officer)

 /s/ Donald C. Blasius                     Director                                     March 21, 1997  
------------------------------------                                                     
 Donald C. Blasius                                                                         

 /s/ John L. Duncan                        Director                                     March 21, 1997  
------------------------------------                                                                  
 John L. Duncan                                                                           

                                           Director                                     March 21, 1997 
------------------------------------                                                     
 Thomas P. Evans                                                                          

 /s/ Jan K. Ver Hagen                      Director                                     March 21, 1997  
------------------------------------                                                     
 Jan K. Ver Hagen                                                                          

</TABLE>




<PAGE>   38
WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)


<TABLE>
<CAPTION>


 
                                                                            Year ended December 31,
                                                                   1996               1995              1994
-----------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>               <C>              <C>     
Net sales                                                            $699,863          $664,605         $525,619
Cost of goods sold                                                    606,157           580,749          459,043
-----------------------------------------------------------------------------------------------------------------
Gross profit                                                           93,706            83,856           66,576
Selling, general and administrative expenses                           21,903            23,391           17,877
-----------------------------------------------------------------------------------------------------------------
Income from operations                                                 71,803            60,465           48,699
Other expenses:
    Interest expense, net (Note 5)                                      9,321             9,038            6,728
    Amortization and other, net                                         1,107             1,604            1,376
-----------------------------------------------------------------------------------------------------------------
Income before income taxes                                             61,375            49,823           40,595
Income taxes (Note 9)                                                  21,792            17,587           15,550
-----------------------------------------------------------------------------------------------------------------
Net income                                                             39,583            32,236           25,045
Less preferred stock dividends                                           (280)             (280)            (280)
-----------------------------------------------------------------------------------------------------------------
Net income applicable to common shares                               $ 39,303          $ 31,956         $ 24,765
=================================================================================================================

Net income per common share (Note 1):                                $   2.77          $   2.26         $   1.82
=================================================================================================================
Weighted average number of common and
    common equivalent shares (Note 1)                                  14,196            14,118           13,643
=================================================================================================================
</TABLE>


See accompanying notes.


                                      F-1
<PAGE>   39


WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                             1996           1995
---------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>       
ASSETS
Current assets:
    Cash and equivalents                                                  $    2,967     $    5,494
    Accounts receivable, net                                                  79,128         80,940
    Inventories (Note 2)                                                      73,525         55,237
    Prepaid expenses and other                                                   205            170
---------------------------------------------------------------------------------------------------
Total current assets                                                         155,825        141,841

Property, plant and equipment, net (Note 3)                                  150,221        148,876
Deferred charges and intangible assets, net (Note 4)                          84,946         61,239
Prepaid pensions (Note 6)                                                      6,028          5,269
---------------------------------------------------------------------------------------------------
Total assets                                                              $  397,020     $  357,225
===================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                      $   27,318     $   37,400
    Accrued liabilities                                                       11,231         10,435
    Deferred income taxes (Note 9)                                             4,613          1,647
---------------------------------------------------------------------------------------------------
Total current liabilities                                                     43,162         49,482
Deferred income taxes (Note 9)                                                25,857         23,132
Long-term debt (Note 5)                                                      100,473        100,547
Postretirement benefit obligation (Note 7)                                    12,505         12,774
Accrued environmental remediation (Note 8)                                     3,732          4,690
---------------------------------------------------------------------------------------------------
Total liabilities                                                            185,729        190,625

Commitments and contingencies (Notes 8 and 13)

Minority interest                                                                 69             74

Redeemable cumulative preferred stock, par value $1 per
    share; 20,000 shares issued and outstanding
    at December 31, 1996 and 1995 (Note 10)                                    2,000          2,000

Stockholders' equity:
    Cumulative preferred stock, par value $1 per share;
        500,000 shares authorized (Note 10)                                     --             --
    Common stock, par value $.01 per share; 20,000,000 shares
        authorized, 13,980,517 and 13,669,603 shares issued and
        outstanding at December 31, 1996 and 1995, respectively
       (Notes 11 and 12)                                                         140            137
    Additional paid-in capital                                                98,870         93,189
    Retained earnings                                                        117,515         78,212
    Accumulated currency translation adjustments                              (7,303)        (7,012)
---------------------------------------------------------------------------------------------------
Total stockholders' equity                                                   209,222        164,526
---------------------------------------------------------------------------------------------------
Total liabilities, redeemable cumulative preferred stock and
    stockholders' equity                                                  $  397,020     $  357,225
===================================================================================================
</TABLE>


See accompanying notes.                                                   

 
                                      F-2


<PAGE>   40

WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except number of shares)



<TABLE>
<CAPTION>
                                                                                                      Accumulated    Total
                                         Redeemable Cumulative                    Additional            Currency     Stock-
                                           Preferred Stock        Common Stock     Paid-In   Retained   Translation  holders'
                                          Shares   Amount      Shares    Amount   Capital    Earnings   Adjustments  Equity
------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>      <C>          <C>    <C>       <C>          <C>        <C>      
Balance at December 31, 1993               20,000   $2,000   13,017,100   $130   $81,621   $  21,491    $(5,598)   $  97,644

Common stock issued                          --       --        459,721      5     9,217        --         --          9,222
Net income                                   --       --           --      --       --        25,045       --         25,045
Preferred stock dividends                    --       --           --      --       --          (280)      --           (280)
Translation adjustments                      --       --           --      --       --          --       (2,912)      (2,912)
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994               20,000    2,000   13,476,821    135    90,838      46,256     (8,510)     128,719

Common stock issued                          --       --        192,782      2     1,024        --         --          1,026
Net income                                   --       --           --      --       --        32,236       --         32,236
Tax benefit from stock options exercised     --       --           --      --      1,327        --         --          1,327
Preferred stock dividends                    --       --           --      --       --          (280)      --           (280)
Translation adjustments                      --       --           --      --       --          --        1,498        1,498
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995               20,000    2,000   13,669,603    137    93,189      78,212     (7,012)     164,526

Common stock issued                          --       --        310,914      3     2,702        --         --          2,705
Net income                                   --       --           --      --       --        39,583       --         39,583
Tax benefit from stock options exercised     --       --           --      --      2,979        --         --          2,979
Preferred stock dividends                    --       --           --      --       --          (280)      --           (280)
Translation adjustments                      --       --           --      --       --          --         (291)        (291)
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996               20,000   $2,000   13,980,517   $140   $98,870   $ 117,515    $(7,303)   $ 209,222
==============================================================================================================================
</TABLE>


See accompanying notes.



                                      F-3



<PAGE>   41


WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
                                                                                          Year ended December 31,
                                                                                     1996           1995         1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>           <C>       
OPERATING ACTIVITIES
Net income                                                                     $   39,583      $   32,236    $   25,045
Adjustments to reconcile net income to
    net cash provided by operating activities:
        Depreciation                                                               14,127          13,481        11,412
        Amortization                                                                2,219           2,309         1,479
        Deferred income taxes                                                       4,708           1,708         1,581
        Changes in operating assets and liabilities, net of effect
               from purchase of subsidiaries:
            Accounts receivable                                                     4,752         (10,835)      (17,275)
            Inventories                                                           (17,171)            433        (4,942)
            Prepaid expenses and other                                               (224)             43          (203)
            Accounts payable                                                      (10,339)        (10,397)       14,805
            Accrued liabilities, including pension,
                postretirement benefit and environmental                            1,775          (1,783)       (6,505)
------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          39,430          27,195        25,397

INVESTING ACTIVITIES
Additions to property, plant and equipment                                         (8,540)        (15,805)      (34,382)
Purchase of available-for-sale securities                                            --              --         (23,976)
Sale of available-for-sale securities                                                --              --          23,833
Proceeds received from sale of assets held for sale                                  --             1,926          --
Purchase of subsidiaries                                                          (34,614)           --         (54,646)
Other                                                                              (1,233)             28          (707)
------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                             (44,387)        (13,851)      (89,878)

FINANCING ACTIVITIES
Financing fees                                                                         (8)            (11)         (213)
Net borrowing (repayment) from revolving credit facility                             --            (8,500)        8,500
Issuance of common stock                                                            2,705           1,026           227
Proceeds from long-term debt                                                         --              --           1,510
Principal payments on long-term debt                                                  (68)           (228)         (183)
Dividends paid on preferred stock                                                    (280)           (280)         (280)
------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                    2,349          (7,993)        9,561
Effect of exchange rate on cash and equivalents                                        81              35          (198)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents                                    (2,527)          5,386       (55,118)
Cash and equivalents at beginning of year                                           5,494             108        55,226
------------------------------------------------------------------------------------------------------------------------
Cash and equivalents at end of year                                            $    2,967      $    5,494    $      108
========================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
Interest paid                                                                  $   10,594      $   10,557    $   10,103
Income taxes paid                                                                  15,758          13,001        11,531

NONCASH FINANCING ACTIVITIES:
Tax benefit from stock options exercised                                       $    2,979      $    1,327          --
</TABLE>

See accompanying notes.


                                      F-4


<PAGE>   42


WOLVERINE TUBE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

The accompanying consolidated financial statements include the accounts of
Wolverine Tube, Inc. (the "Company") and its wholly-owned subsidiaries. The
minority interest represents a 26% ownership of Small Tube Europe B.V., a
subsidiary of STPC Holding, Inc., which is a wholly owned subsidiary of the
Company. All significant intercompany transactions and balances have been
eliminated.

The Company is engaged in the manufacturing and distribution of seamless copper
and copper alloy tubular products as well as rod, bar and strip products. The
Company's focus is developing and manufacturing high value added products used
in engineered applications which require tubular products that have superior
heat transfer capability. The Company's major customers are primarily located
in North America and include the residential and commercial building
industries, plumbing wholesalers, air conditioning and refrigeration
manufacturers, utilities and automobile manufacturers, refining and chemical
processing companies, and industrial manufacturers. Sales are made under normal
terms and generally do not require collateral.

On September 6, 1996 the Company completed the acquisition of the outstanding
stock of Tube Forming, Inc., and selected assets ( the "TFI Acquisition") from
two related entities for $34.6 million cash. The acquisition was financed with
existing cash holdings of $14.6 million and borrowing under the Company's
revolving credit facility of $20 million.

The following summarizes the unaudited consolidated pro forma results of
operations, assuming the TFI Acquisition had occurred at the beginning of each
of the following periods. This pro forma summary does not necessarily reflect
what the results of operations would have been had the acquisition actually
occurred on January 1, 1995.
 
 
<TABLE>
<CAPTION>
                                                                            1996             1995
-----------------------------------------------------------------------------------------------------
                                                               (In thousands, except per share amounts)
<S>                                                                       <C>            <C>       
Net sales                                                                 $  725,803     $  689,135
Net income applicable to common shares                                        42,304         34,436
Net income per common share                                                     2.98           2.44
=====================================================================================================
</TABLE>

 
Cash and Equivalents

The Company considers all highly liquid financial instruments with a maturity
of three months or less at the time of purchase to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. The Company's cost is
generally based on the last-in, first-out (LIFO) method.





                                      F-5
<PAGE>   43


Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation is provided on
the straight-line method over the following periods: 

Furniture and fixtures              2-9 years 
Tooling                            3-10 years 
Buildings and improvements         3-39 years 
Machinery and equipment            5-20 years

Impairment of Long-Lived Assets

Impairment losses are recorded on long-lived assets used in operations where
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by these assets are less than their carrying amount.

Income Taxes

Deferred income taxes are provided for the temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities. Property, plant and equipment, inventories, prepaid pension,
postretirement obligations and certain other accrued liabilities are the
primary sources of these temporary differences.

Deferred Charges and Intangible Assets

Debt issuance costs are deferred and amortized over the term of the debt to
which they relate using the interest method. Intangible assets consist of
patents and goodwill. Patents are amortized on the straight-line method over
their estimated lives. Excess cost over the fair value of net assets acquired
(or goodwill) generally is amortized on a straight-line basis over 40 years.
The carrying value of goodwill is reviewed if the facts and circumstances
suggest that it may be impaired. Negative operating results, negative cash
flows from operations, among other factors, could be indicative of the
impairment of goodwill. If this review indicates that goodwill will not be
recoverable, the Company's carrying value of the goodwill would be reduced.


Earnings Per Common Share

Net income per common share is based upon the weighted average number of common
shares outstanding and the dilutive common equivalent shares, related to stock
options outstanding during the period, less treasury shares assumed to have
been purchased with the option proceeds.

Fair Values of Financial Instruments

The following methods are used by the Company in estimating fair value
disclosures for financial instruments:

          Cash and equivalents: The carrying amount reported in the
          consolidated balance sheets for cash and equivalents approximates its
          fair value.

          Financing arrangement, long-term debt and redeemable cumulative
          preferred stock: The carrying amount of the Company's borrowings
          under its financing arrangement approximates its fair value. The fair
          value of the Company's long-term debt is based upon quoted market
          price. The fair value of the Company's redeemable cumulative
          preferred stock is based upon its dividend rate and call provisions.


                                      F-6
<PAGE>   44

Environmental Expenditures

Environmental expenditures that pertain to current operations and relate to
future revenues are expensed or capitalized consistent with the Company's
capitalization policy. Expenditures that result from the remediation of an
existing condition caused by past operations, that do not contribute to future
revenues, are expensed. Liabilities are recognized for remedial activities when
the cleanup is probable and the cost can be reasonably estimated.

Financial Instruments and Hedging Accounting

In connection with the purchase of certain raw materials, principally copper,
on behalf of certain customers for future manufacturing requirements, the
Company has entered into commodity forward contracts as deemed appropriate for
certain customers to reduce the risk of future price increases. These forward
contracts are accounted for as hedges and, accordingly, gains and losses are
deferred and recognized in cost of sales as part of the product cost. At
December 31, 1996, the Company had entered into contracts hedging certain
future commodity purchases through 1998 of approximately $48.1 million. The
Company is exposed to loss on the forward contracts in the event of non
performance by the customers whose orders are covered by such contracts.
However, the Company does not anticipate non-performance by such customers.
 
Stock Options

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to
record compensation costs for stock-based employee compensation plans at fair
value. The Company has chosen to continue to account for stock-based
compensation using the method prescribed in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. The Company grants stock options for a fixed number of shares
to employees with an exercise price equal to the fair value of the shares at
the date of grant. Accordingly, the Company recognizes no compensation expense
for stock option grants.

Translation to U.S. Dollars

Assets and liabilities of Wolverine Tube, Inc., denominated in foreign
currency, are translated to U.S. dollars at rates of exchange at the balance
sheet date. Income statement items translated at average exchange rates during
the period. Translation adjustments arising from changes in exchange rates are
included in the accumulated currency translation adjustment component of
stockholders' equity. Realized exchange gains and losses are included in
income.

Research and Development Costs

Expenditures relating to the development of new products and processes,
including significant improvements and refinements to existing products, are
expensed as incurred. The amounts charged to expense were $1.6 million, $1.5
million and $1.6 million for the years ended December 31, 1996, 1995 and 1994,
respectively.

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.



                                      F-7
<PAGE>   45

2. INVENTORIES

<TABLE>
<CAPTION>
Inventories are as follows:                                                   1996            1995
---------------------------------------------------------------------------------------------------
                                                                               (In thousands)
<S>                                                                       <C>            <C>       
Finished products                                                         $   13,626     $   11,530
Work-in-process                                                               26,646         20,757
Raw materials and supplies                                                    33,253         22,950
---------------------------------------------------------------------------------------------------
                                                                          $   73,525     $   55,237
===================================================================================================
</TABLE>


The reserves for LIFO included in inventories at December 31, 1996 and 1995 are
$4,038,000 and $9,333,000 respectively.

3. PROPERTY, PLANT AND EQUIPMENT

Property, Plant and Equipment is as follows: 

<TABLE>
<CAPTION>
                                                                              1996           1995
----------------------------------------------------------------------------------------------------
                                                                                (In thousands)

<S>                                                                       <C>            <C>       
Land and improvements                                                     $   10,886     $   10,091
Buildings and improvements                                                    39,094         36,418
Machinery and equipment                                                      161,737        153,282
Construction-in-progress                                                       4,695          1,571
----------------------------------------------------------------------------------------------------
                                                                             216,412        201,362
Less accumulated depreciation                                                (66,191)       (52,486)
----------------------------------------------------------------------------------------------------
                                                                          $  150,221     $  148,876
====================================================================================================
</TABLE>


4. DEFERRED CHARGES AND INTANGIBLE ASSETS


Deferred charges and intangible assets are as follows:

<TABLE>
<CAPTION>
                                                                             1996           1995
                                                                              (In thousands)
---------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>       
Deferred debt issuance costs                                              $    3,891     $    3,898
Goodwill                                                                      87,686         62,922
Patents and other                                                              2,789          1,640
---------------------------------------------------------------------------------------------------
                                                                              94,366         68,460
Less accumulated amortization                                                 (9,420)        (7,221)
---------------------------------------------------------------------------------------------------
                                                                          $   84,946     $   61,239
====================================================================================================
</TABLE>




                                      F-8

<PAGE>   46



5. FINANCING ARRANGEMENTS AND LONG-TERM DEBT

The Company has outstanding at December 31, 1996 and 1995, $99,000,000 of
10.125% Senior Subordinated Notes (Notes) due September 1, 2002. The Notes are
redeemable at the option of the Company beginning on September 1, 1997, at
prices ranging from 103.80% in 1997 to 100% in 2000. The fair value of the
notes at December 31, 1996 is $103,950,000.

The Company has a non interest-bearing loan agreement with the government of
Canada with a total loan facility of $1,466,000. As of December 31, 1996 and
1995, the Company had received advances of $1,459,000 and $1,319,000,
respectively. The loan is to be repaid in four annual installments commencing
in 1997.

In March 1994, the Company entered into a credit agreement with a group of
banks. The credit agreement, as amended in 1996, (i) has an aggregate available
revolving credit facility limit of $75.0 million, (ii) has up to a Cdn. $13.5
million sublimit available to Wolverine Tube (Canada) Inc., (iii) matures in
full in March 1998, and (iv) bears interest, at the Company's election, at a
floating base rate which is either the federal funds effective rate plus a
specified margin of .50% to 1.50%, or LIBOR, plus a specified margin of .25% to
1.00%. As of December 31, 1996 and 1995, there were no outstanding borrowings
under the agreement.

The Notes and credit agreement contain covenants that include requirements to
meet certain financial tests, maintain certain financial ratios and certain
other restrictions and limitations, including the restrictions on payment of
dividends by the Company, limitations on the issuance of additional debt, the
redemption of capital stock and the sale or transfer of assets.

Interest expense is net of interest income and capitalized interest of $954,000
and $184,000 in 1996, $500,000 and $1,236,000 in 1995 and $1,764,000 and
$1,802,000 in 1994, respectively.

6. RETIREMENT AND PENSION PLANS

U.S. Plans

The Company has established trusteed, noncontributory defined benefit pension
plans covering the majority of all U.S. employees fulfilling minimum age and
service requirements. Benefits are based upon years of service and the average
of the employees' highest five years of compensation during the last ten years
of employment. The Company contributes annual amounts that fall within the range
determined to be deductible for federal income tax purposes.

Certain assumptions utilized in accounting for the U.S. defined benefit plans
were:

<TABLE>
<CAPTION>
                                                                                   1996            1995            1994
------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>            <C>    
Discount rate                                                                        7.75%            7.5%          8.5%
Rate of increase in compensation                                                 4.0-4.25        4.0-4.25       4.0-4.2
Expected long-term rate of return on plan assets                                      9.0             9.0           9.0
</TABLE>



                                      F-9
<PAGE>   47


A summary of the components of net periodic pension cost for the U.S. defined
benefit plans for the periods ended December 31 is as follows: 




<TABLE>
<CAPTION>
                                                                                  1996            1995           1994
-------------------------------------------------------------------------------------------------------------------------
                                                                                               (In thousands)
<S>                                                                            <C>             <C>           <C>       
Service cost                                                                   $    3,194      $    2,619    $    2,606
Interest cost                                                                       6,226           5,743         4,709
Expected return on plan assets                                                    (10,792)        (14,193)         (780)
Deferred gain (loss) on assets                                                      4,010           8,926        (3,437)
-------------------------------------------------------------------------------------------------------------------------
                                                                               $    2,638      $    3,095    $    3,098
=========================================================================================================================
</TABLE>

 
The following table sets forth the funded status of the plans and the amounts
recognized in the Company's consolidated balance sheets at December 31:

<TABLE>
<CAPTION>
                                                                             1996          1995
---------------------------------------------------------------------------------------------------
                                                                                 (In thousands)
<S>                                                                       <C>            <C>       
Actuarial present value of accumulated benefit obligations:
Vested                                                                    $   66,640     $   62,251
Non vested                                                                     5,843          5,372
---------------------------------------------------------------------------------------------------
                                                                          $   72,483     $   67,623
===================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                             1996          1995
---------------------------------------------------------------------------------------------------
                                                                                 (In thousands)
<S>                                                                       <C>            <C>       
Plan assets at fair value                                                 $   89,708     $   78,537
Actuarial present value of projected benefit obligation                      (87,745)       (85,391)
---------------------------------------------------------------------------------------------------
Fair value of plan asset over (under) projected benefit obligation             1,963         (6,854)
Unrecognized prior service cost                                                  654           (222)
Unrecognized net loss                                                          1,157          9,882
---------------------------------------------------------------------------------------------------
Prepaid pension                                                           $    3,774     $    2,806
===================================================================================================
</TABLE>


Plan assets at December 31, 1996, were invested in common stock (53%), fixed
income securities (42%) and cash equivalents (5%).




                                     F-10

<PAGE>   48

The Company has 401(k) plans covering substantially all U.S. employees. The
Company provides a 30%-50% match for the first 5% to 7.5% of the employee's
salary contributed to the plans. The amount of expense recorded by the Company
with respect to these plans for the years ended December 31, 1996, 1995 and
1994 was $1,010,309, $734,000 and $475,000 respectively.

In August 1994, the Company adopted the Wolverine Tube, Inc. Supplemental
Benefit Restoration Plan (the "Restoration Plan"). This defined benefit pension
plan is nonfunded and provides benefits to certain eligible executives of the
Company. The benefits provided under the Restoration Plan are identical to the
benefits provided by the Retirement Plan. During 1996, 1995, and 1994 the
Company incurred expenses of $148,000, $121,000, and $125,000 respectively,
relating to the Restoration Plan.

Canadian Plans

The Company sponsors a defined contribution profit-sharing retirement plan for
the London, Ontario facility employees who are required to contribute 4% of
regular wages, subject to a maximum contribution limit specified by Canadian
income tax regulations. Employer contributions are determined based upon the
facility's operating results which will not be less than the greater of 1% of
regular earnings of participants to 10% of an adjusted net income as defined in
the agreement. Contributions to this plan were $750,000 in 1996, $577,000 in
1995 and $419,000 in 1994.

The Company has established noncontributory defined benefit pension plans
covering substantially all employees at the Montreal, Quebec and Fergus,
Ontario facilities. The Company contributes the actuarially determined amounts
annually into the plans.

Significant assumptions utilized in accounting for the Salaried Employees, 
Canadian Operational Employees and Quebec Operational Employees pension plans 
for the years ended December 31, 1996, 1995 and 1994 are as follows:


<TABLE>
<CAPTION>
                                                                                                     Canadian         Quebec
                                                                                     Salaried     Operational    Operational
                                                                                    Employees       Employees      Employees
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>             <C>           <C> 
Discount rate                                                                         7.0%            7.0%          7.0%
Rate of increase in compensation                                                      3.0             N/A           N/A
Expected long-term rate of return on plan assets                                      8.0             8.0           8.0
</TABLE>

A summary of the components of net periodic pension cost for the Salaried
Employees, Canadian Operational Employees and Quebec Operational Employees
pension plans for the years ended December 31, is as follows:

<TABLE>
<CAPTION>
                                                                                       1996            1995       1994
--------------------------------------------------------------------------------------------------------------------------
                                                                                                   (In thousands)
<S>                                                                            <C>             <C>           <C>       
Service cost                                                                   $      523      $      445    $      429
Interest cost                                                                       1,052             971           931
Expected return on plan assets                                                     (3,123)         (2,514)       (1,124)
Deferred gain on assets                                                             1,753           1,337          --
--------------------------------------------------------------------------------------------------------------------------
                                                                               $      205      $      239    $      236
==========================================================================================================================
</TABLE>



                                     F-11
<PAGE>   49

The following table sets forth the funded status and the amounts recognized in
the Company's consolidated balance sheets for the Salaried Employees, Canadian
Operational Employees, and Quebec Operational Employees pension plans at
December 31: 

<TABLE>
<CAPTION>
                                                                              1996        1995
----------------------------------------------------------------------------------------------------
                                                                                 (In thousands)
<S>                                                                       <C>            <C>       
Actuarial present value of accumulated benefit obligations:
     Vested                                                               $   16,116     $   13,830
     Non-vested                                                                  139            114
----------------------------------------------------------------------------------------------------
                                                                          $   16,255     $   13,944
====================================================================================================

Plan assets at fair value                                                 $   19,641     $   17,526
Actuarial present value of projected benefit obligation                      (16,803)       (14,443)
----------------------------------------------------------------------------------------------------
Fair value of plan assets over projected benefit obligation                    2,838          3,083
Unrecognized net (gain)                                                         (436)          (620)
----------------------------------------------------------------------------------------------------
Prepaid pension obligation                                                $    2,402     $    2,463
====================================================================================================
</TABLE>


Plan assets at December 31, 1996, were invested in common stock (58%), fixed
income securities (41%) and cash equivalents (1%).

7. POSTRETIREMENT BENEFIT OBLIGATION

In addition to the Company's U.S. defined benefit pension plan, the Company
sponsors a defined benefit health care plan and life insurance plan that
provides postretirement medical benefits and life insurance to substantially
all full-time U.S. employees who have worked ten years after age 50, and widows
of employees who die while employed after age 55 and have at least five years
of service with the Company. The plan is contributory, with retiree
contributions adjusted annually.

Net periodic postretirement benefit cost for the years ended December 31, 1996,
1995 and 1994, includes the following components: 

<TABLE>
<CAPTION>
                                                                                    1996          1995           1994
------------------------------------------------------------------------------------------------------------------------
                                                                                           (In thousands)
<S>                                                                            <C>             <C>           <C>       
Service cost                                                                   $      363      $      498    $      689
Interest cost                                                                         537             731           875
Amortization of deferred (gain) loss                                                 (669)           (372)           11
------------------------------------------------------------------------------------------------------------------------
Net periodic postretirement benefit cost                                       $      231      $      857    $    1,575
========================================================================================================================
</TABLE>





                                     F-12
<PAGE>   50


The following table sets forth the funded status of the plan and the amounts
recognized in the Company's consolidated balance sheets at December 31:

<TABLE>
<CAPTION>
                                                                             1996           1995
----------------------------------------------------------------------------------------------------
                                                                                 (In thousands)
<S>                                                                       <C>            <C>       
Retirees                                                                  $    4,579     $    5,885
Fully eligible active plan participants                                          718            957
Other active plan participants (spouses of retirees)                           2,212          3,231
----------------------------------------------------------------------------------------------------
Total accumulated postretirement benefit obligation                            7,509         10,073
Unrecognized net  gain                                                         4,996          2,701
----------------------------------------------------------------------------------------------------
Net accrued postretirement benefit obligation                             $   12,505     $   12,774
====================================================================================================
</TABLE>


The annual assumed rate of increase in the per capita cost of covered benefits
(i.e. health care cost trend rate) is 5% for 1996 and is assumed to remain at
that level thereafter. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, increasing the assumed
health care cost trend rate by one percentage point in each year would have
resulted in an increase in the postretirement medical benefit obligation at
December 31, 1996 of $426,000 and an increase in the aggregate of the service
cost and interest cost components of net periodic postretirement benefit cost
for 1996 of $60,000. The weighted average discount rate used in determining the
accumulated postretirement benefit obligation was 7.75% and 7.50% at December
31, 1996 and 1995, respectively.

8. ENVIRONMENTAL REMEDIATION

The Company is subject to extensive U.S. and Canadian federal, state,
provincial and local environmental laws and regulations. These laws, which are
constantly changing, regulate the discharge of materials into the environment.

The Company has received various communications from regulatory authorities
concerning certain environmental matters and has currently been named as a
potentially responsible party ("PRP") at various waste disposal sites. The
Company believes that its potential liability with respect to these waste
disposal sites is not material.

The Company has accrued environmental remediation costs of $3,732,000 at
December 31, 1996, consisting primarily of $132,000 for estimated remediation
costs for the London and Fergus facilities, $2,063,630 for the Decatur
facility, $637,170 for the Greenville facility, and an aggregate of $899,200
for the Ardmore facility and the Shawnee facility (with respect to the Double
Eagle Refinery site). Based on information currently available, the Company
believes that the costs of these matters are not reasonably likely to have a
material effect on the Company's consolidated financial condition, results of
operations or liquidity.



                                     F-13
<PAGE>   51





9. INCOME TAXES

The components of income before income taxes for the years ended December 31,
are as follows:
 
 
<TABLE>
<CAPTION>
                                                                                   1996           1995           1994
-----------------------------------------------------------------------------------------------------------------------
                                                                                            (In thousands)
<S>                                                                            <C>             <C>           <C>       
U.S.                                                                           $   47,014      $   38,100    $   30,637
Canadian                                                                           14,361          11,723         9,958
-----------------------------------------------------------------------------------------------------------------------
                                                                               $   61,375      $   49,823    $   40,595
=======================================================================================================================
</TABLE>




The provision for income taxes for the years ended December 31, consists of the
following:
 
<TABLE>
<CAPTION>
                                                                                   1996            1995          1994
                                                                                               (In thousands)
------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>           <C>       
Current:
    U.S. federal                                                               $   12,340      $   10,726    $    9,375
    Canadian                                                                        3,309           3,549         4,444
    State                                                                           1,435           1,604         1,519
------------------------------------------------------------------------------------------------------------------------
                                                                               $   17,084      $   15,879    $   15,338

Deferred:
    U.S                                                                        $    3,913      $    2,309    $    1,084
    Canadian                                                                          795            (601)         (872)
------------------------------------------------------------------------------------------------------------------------
                                                                                    4,708           1,708           212
------------------------------------------------------------------------------------------------------------------------
                                                                               $   21,792      $   17,587    $   15,550
========================================================================================================================
</TABLE>



                                     F-14

<PAGE>   52



The components of net deferred tax amounts recognized in the consolidated
balance sheets at December 31 are as follows:
<TABLE>
<CAPTION>
                                                                             1996            1995
----------------------------------------------------------------------------------------------------
                                                                                (In thousands)
<S>                                                                       <C>            <C>       
Deferred tax liabilities:
    Basis of property, plant and equipment                                $   30,948     $   29,547
    Inventory valuation                                                        4,613          3,035
    Prepaid Pension                                                            2,377            798
    Other                                                                         55            304
----------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                                37,993         33,684
 Deferred tax assets:
    Environmental remediation accrual                                          1,373          1,811
    Pension obligation                                                           126            621
    Postretirement benefit obligation                                          4,803          4,967
    Other                                                                      1,211          1,506
----------------------------------------------------------------------------------------------------
Total deferred tax assets                                                      7,513          8,905
----------------------------------------------------------------------------------------------------
Net deferred tax liability                                                $   30,480     $   24,779
====================================================================================================
</TABLE>


The Company's effective tax rate differs from the applicable U.S. federal
statutory rate for the periods ended December 31 due to the following: 


<TABLE>
<CAPTION>
                                                                                     1996           1995          1994
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>           <C>  
Federal statutory rate                                                               35.0%           35.0%         35.0%
   Increase (decrease) in taxes resulting from:
     State and local taxes, net of federal benefit                                    1.5             2.1           2.5
     Effect of difference in U.S. and Canadian rates                                 (0.3)           (0.1)         (0.4)
     Permanent difference                                                             0.1             1.2          (0.7)
     Other                                                                           (0.8)           (2.9)          1.9
-----------------------------------------------------------------------------------------------------------------------
                                                                                     35.5%           35.3%         38.3%
=======================================================================================================================
</TABLE>


The Internal Revenue Service and Revenue Canada are conducting examinations of
the Company's U.S. Federal and Canadian Federal income tax returns for the
years 1991 through 1994 and 1991 through 1995, respectively. The Company
believes that it has made an adequate provision for these matters and they will
not have a material adverse effect on its consolidated financial condition,
results of operations or liquidity.



                                     F-15
<PAGE>   53

10. CUMULATIVE PREFERRED STOCK

The Company has 500,000 shares authorized for issuance of $1 par value
cumulative preferred stock. Of these shares, there are currently 20,000 shares
of cumulative preferred stock issued and outstanding which must be redeemed by
the Company on March 1, 2002, if not earlier, for $100 per share plus accrued
and unpaid dividends. The cumulative preferred stock provides for annual
dividends at the rate of $14 per share. The dividends accrue quarterly whether
declared or not, and compound quarterly at 14% per annum to the extent unpaid.
At December 31, 1996 and 1995, all accrued dividends were paid.

The cumulative preferred stock is entitled to a preference, in liquidation, in
the amount of $100 per share, plus any accrued and unpaid dividends and any
related interest. The owners of the cumulative preferred stock are not entitled
to any voting rights, except that in the event that six consecutive quarterly
dividends are not paid, the holders of the cumulative preferred stock are
entitled to vote separately as a class to elect 20% of the directors of the
Company. There are also certain restrictions against the declaration or payment
of dividends on common stock or the acquisition of common stock by the Company
if it is in default on any dividends or redemption payments on the cumulative
preferred stock. Additionally, amendment of the Company's articles of
incorporation or changes in the number of authorized stock ranking on a parity
with the preferred stock must be approved by holders of the cumulative
preferred stock.
 
At December 31, 1996, 20,000 shares remain outstanding with a fair value of
$2,316,277.

11. COMMON STOCK

All holders of common stock are entitled to receive dividends when and if
declared by the Company's Board of Directors provided that all dividend
requirements of the cumulative preferred stock have been paid. Additionally,
the payment of dividends on the Company's Common Stock is restricted under the
terms of the Company's various financing agreements. To date, no dividends have
been paid to the holders of the Common Stock and there are no immediate plans
to institute a dividend.

On February 13, 1996, the Board of Directors (the Board) adopted a Stockholder
Rights Plan designed to protect the Company and its stockholders from coercive,
unfair, or inadequate takeover bids. Pursuant to the Rights Plan, a dividend of
one Preferred Share Purchase Right (the "Rights") was declared for each share
of Common Stock outstanding at the close of business on February 23, 1996. The
Rights are generally not exercisable until ten days after a person or group
acquires, or commences a tender offer that could result in the party acquiring
15% of the outstanding shares of Common Stock. Each Right, should it become
exercisable, will enable the owner to buy one one-thousandth of a share of
newly created Series A Junior Participating Preferred Stock at an exercise
price of $175, and in certain circumstances, to purchase shares of Common Stock
at a substantially reduced price. The Board is generally entitled to redeem the
Rights at $0.01 per Right at any time prior to the date they become
exercisable. The Rights will expire on February 23, 2006.

12. STOCK OPTION PLAN

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued Employees" (APB 25) and related interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," requires use of option valuation
models that were not developed for use in




                                     F-16
<PAGE>   54



valuing employee stock options. Under APB 25, no compensation expense is
recognized because the exercise price of the Company's employee stock equals
the market price of the underlying stock on the date of grant.

Pro forma information regarding net income and earnings per share is required
by Statement 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that Statement. The
fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1996 and 1995, respectively: risk free interest rates of 6.34%,
and 6.50%; volatility factors of the expected market price of the Company's
common stock of .328 and a weighted-average expected life of the option of 7
years. The weighted-average exercise price of options outstanding at the
beginning of the year, granted during the year, exercised during the year,
forfeited during the year and outstanding at the end of the year is $12.01,
$36.65, $8.70, $19.43, and $20.62 respectively. The weighted average remaining
life for options outstanding at December 31, 1996 is 7.4 years.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows (in thousands except for earnings per share
information):

<TABLE>
<CAPTION>
                                                                            1996                1995
                                                                            ----                ----
                                                                    (In thousands, except per share amounts)
<S>                                                                        <C>                <C>      
Net income applicable to common shares                                     $38,697            $31,796
Net income per Common Share                                                   2.75               2.26
================================================================================================================
</TABLE>





The 1993 Equity Plan provides for the issuance of stock option, restricted
shares, stock appreciation rights, phantom shares and other additional awards
to key executives and employees. The maximum number of additional shares
issuable under the 1993 Equity Plan is 550,000 at a price no less than fair
market value at the date of grant. Options granted under the 1993 Equity Plan
vest 20% on each anniversary thereafter. Options granted under prior plans
remain outstanding but are governed by the provisions of the 1993 Equity Plan.

The 1993 Directors' Plan provides for the issuance of stock options to outside
directors at the fair market value on the date of grant. A maximum of 50,000
shares are issuable under the 1993 Directors' Plan. The initial options granted
vest at 33.3% per year and all subsequent options granted will vest 
immediately. All initially granted options must be held one year before being 
exercised.


                                      F-17
<PAGE>   55



The Company's stock option plans are summarized as follows:

<TABLE>
<CAPTION>
                                                                               1993           1993      Option
                                                                           Directors Plan  Equity Plan   Price
------------------------------------------------------------------------------------------------------------------ 
                                                                                        (Number of shares)
<S>                                                                             <C>       <C>        <C>          
------------------------------------------------------------------------------------------------------------------ 
Outstanding at December 31, 1993                                                10,000    788,400    $ 4.44-$18.57
------------------------------------------------------------------------------------------------------------------ 
Granted                                                                          2,000    123,000    $20.88-$26.25
Exercised                                                                            -    (63,204)   $  4.44-$7.39
Forfeited                                                                            -    (29,160)   $  4.44-$7.39

------------------------------------------------------------------------------------------------------------------ 
Outstanding at December 31, 1994                                                12,000    819,036    $ 4.44-$26.25
Granted                                                                          7,000    138,000    $25.25-$34.00
Exercised                                                                            -   (192,782)   $ 4.44-$20.88
Forfeited                                                                            -     (3,420)   $20.88-$25.50

------------------------------------------------------------------------------------------------------------------
Outstanding at December 31, 1995                                                19,000    760,834    $ 4.44-$34.25
Granted                                                                          8,000    178,500    $35.38-$41.13
Exercised                                                                            -   (310,914)   $ 4.44-$25.25
Forfeited                                                                            -    (13,454)   $ 4.44-$25.25

==================================================================================================================
Outstanding at December 31, 1996                                                27,000    614,966    $ 4.44-$25.25
------------------------------------------------------------------------------------------------------------------ 
Exercisable at:
December 31,  1994                                                               5,333    251,166    $ 4.44-$23.75
December 31,  1995                                                              10,666    262,400    $ 4.44-$34.25 
December 31,  1996                                                              18,666    167,947    $ 4.44-$36.88
</TABLE>


13. COMMITMENTS

Pursuant to various operating lease agreements, at December 31, 1996, the
Company has payments obligations totaling $2,547,000 during the next five years
and thereafter in annual amounts ranging from $1,267,000 to $168,000. Total
rental expense for operating leases amounted to approximately $1,564,000,
$1,634,000, and $1,334,000 for the years 1996, 1995, and 1994, respectively.

The Company has made commitments for capital expenditures of approximately
$7,472,000 as of December 31, 1996.


14. RELATED PARTY TRANSACTIONS

During 1996, 1995 and 1994, pursuant to a management consulting and advisory
agreement (the "Agreement"), the Company paid management fees and out-of-pocket
expenses of $450,000, $463,892, and $611,454 respectively, to Genstar
Investment Corporation ("GIC"), an affiliate of Genstar Capital Corporation, a
former controlling stockholder of the Company. Under the terms of the
Agreement, the Company paid GIC a management fee of $150,000 per quarter
through September 30, 1996, at which time the Agreement terminated.




                                     F-18
<PAGE>   56


15. GEOGRAPHIC DATA

The Company operates in the metal products industry as more fully described in
Note 1. These operations are conducted in the U.S. and Canada. One customer
accounted for 11% of the Company's net sales in 1996 and 1994. In 1995, no
customer accounted for as much as 10% of the Company's net sales. The following
summarized geographic data is based on estimates that do not consider fully the
extent to which the Company's product development, engineering, marketing and
management activities are interrelated. Thus, the data is not totally
indicative of the extent that each geographic area contributed to the Company's
consolidated operating results.

<TABLE>
<CAPTION>
                                                                                   U.S.          Canada     Consolidated
------------------------------------------------------------------------------------------------------------------------
                                                                                            (In thousands)
<S>                                                                            <C>             <C>           <C>       
Year ended December 31, 1996:
    Sales                                                                         476,090         223,773       699,863
    Income from operations                                                         57,347          14,456        71,803
    Identifiable assets                                                           317,720          79,300       397,020

Year ended December 31, 1995:
    Sales                                                                         441,908         222,697       664,605
    Income from operations                                                         49,438          11,027        60,465
    Identifiable assets                                                           268,980          88,245       357,225

Year ended December 31, 1994:
    Sales                                                                      $  319,609      $  206,010    $  525,619
    Income from operations                                                         39,182           9,517        48,699
    Identifiable assets                                                           257,544          83,008       340,552
</TABLE>

16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited quarterly results of operations for
the years ended December 31, 1996 and 1995.

<TABLE>
<CAPTION>
1996                                                         March 30         June 29   September 28      December 31
---------------------------------------------------------------------------------------------------------------------
                                                                      (In thousands, except per share amounts)
<S>                                                        <C>             <C>          <C>               <C>       
Net sales                                                  $  179,414      $  180,279   $  168,653        $  171,517
Gross profit                                                   23,414          25,584       22,847            21,861
Net income                                                     10,263          10,434   $    9,580        $    9,306
Net income per common share                                      0.72            0.73         0.67              0.65
</TABLE>


<TABLE>
<CAPTION>
1995                                                          April 2        July 1     September 30     December 31
--------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>          <C>               <C>       
Net sales                                                  $  179,756      $  164,453   $  159,914        $  160,482
Gross profit                                                   23,912          22,512       18,206            19,226
Net income                                                      9,132           8,927   $    6,989        $    7,188
Net income per common share                                      0.65            0.63         0.49              0.50
</TABLE>




                                     F-19
<PAGE>   57


WOLVERINE TUBE, INC. AND SUBSIDIARIES
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


The Board of Directors
Wolverine Tube, Inc.


We have audited the accompanying consolidated balance sheets of Wolverine Tube,
Inc. and Subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Wolverine Tube,
Inc. and Subsidiaries at December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles.


                                             /s/ ERNST & YOUNG LLP 

February 5, 1997
Birmingham, Alabama




                                     F-20
<PAGE>   58


                             WOLVERINE TUBE, INC.

                      VALUATION AND QUALIFYING ACCOUNTS
                                (in thousands)

                                                                    Schedule II

<TABLE>
<CAPTION?

                                                                        Additions
                                                                        ---------
                                                                                Charged to
                                                   Balance       Charged to        Other
                                                  Beginning       Cost and       Accounts-    Deductions-       Balance at
                Description                       of Period       Expenses       Describe      Describe        End of Period
                -----------                       ---------       --------       --------      --------        -------------
<S>                                                <C>              <C>            <C>          <C>               <C>
Year ended December 31, 1994
  Deducted from assets accounts:
    Reserve for sales returns and allowances...    $  426           $ 83           $ --         $ 99 (1)          $  410
    Allowances for doubtful accounts...........       925            522            203 (3)      758 (2)             892
                                                   ------           ----           ----         -----             ------
      Totals...................................    $1,351           $605           $203         $857              $1,302
                                                   ======           ====           ====         ====              ======

Year ended December 31, 1995
  Deducted from assets accounts:
    Reserve for sales returns and allowances...    $  410           $ --           $ --         $111 (1)          $  299
    Allowances for doubtful accounts...........       892            119             --          (53)(2)           1,064
                                                   ------           ----           ----         -----             ------
      Totals...................................    $1,302           $119           $  0         $318              $1,363
                                                   ======           ====           ====         ====              ======

Year ended December 31, 1996
  Deducted from assets accounts:
    Reserve for sales returns and allowances...    $  299           $ --           $ --         $107 (1)          $  192
    Allowances for doubtful accounts...........     1,064            100             25 (4)      607 (2)             582
                                                   ------           ----           ----         -----             ------
      Totals...................................    $1,363           $100           $ 25         $714              $  774
                                                   ======           ====           ====         ====              ======


</TABLE>

(1) Reduction of reserve, net of translation adjustments.
(2) Uncollectible amounts written off, net of translation adjustments and 
    recoveries.
(3) Reflects the addition of Small Tube Product's allowance for doubtful
    accounts effective November 23, 1994.
(4) Reflects the addition of Tube Forming's allowance for doubtful accounts
    effective September 6, 1996.

<PAGE>   59



                                 Exhibit Index

<TABLE>
<CAPTION>
Exhibit                                                                              Sequential
Number                                Description                                    Page Number
------                                -----------                                    -----------
<S>                        <C>                                                       <C>          
10.1                       Employment Agreement, dated as of
                           September 16, 1996, between the Company and
                           John M. Quarles
10.2                       Severance Agreement, dated as of September 16, 1996
                           between the Company and Thomas B. Roller
10.3                       1996 Key Manager Bonus Plan
10.4                       Long Term Incentive Plan
11                         Computation of Earnings per Share
21                         List of Subsidiaries
23                         Consent of Ernst & Young LLP, Independent Auditors
27                         Financial Data Schedule (for SEC use only)
</TABLE>