SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year End                                          Commission File Number
December 31, 2000                                                        0-24094

                                    LBP, INC.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                          13-3764357
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                  200 MAMARONECK AVENUE, WHITE PLAINS, NY 10601
               (Address of principal executive offices) (Zip Code)

        Registrant's Telephone Number including Area Code: (914) 421-2545
        Securities Registered pursuant to Section 12(b) of the Act: None
           Securities Registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                (Title of Class)

Check mark indicates  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_

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]

Aggregate  market value of voting stock (Common  Stock,  $.01 par value) held by
non  affiliates of Registrant  (computed by reference to the closing price as of
March 22, 2001) was $13,864,675.

The number of shares  outstanding of the  Registrant's  Common Stock,  as of the
latest practicable date (March 22, 2001) was 5,003,890 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement with respect to Annual Meeting of Stockholders to be held on May
16, 2001 is incorporated by reference into Part III.

================================================================================
<PAGE>


THE COMPANY

          The  Company was  incorporated  under the laws of Delaware on February
16, 1994.  The  Company's  principal  executive and  administrative  offices are
located at 200 Mamaroneck Avenue, White Plains, New York 10601; telephone number
(914) 421-2545.

          On  April  19,  1994,  the  Board  of  Directors  of  Drew  Industries
Incorporated  ("Drew"), the parent company of the Company at that time, approved
a  plan  to  transfer   the  stock  of  its   subsidiary,   Leslie-Locke,   Inc.
("Leslie-Locke,"  now known as Prime  Acquisition  Corp.), to the Company and to
distribute  the  Common  Stock  of  the  Company  to  Drew's  stockholders  on a
one-for-one basis (the "Spin-off"). The transfer of the stock of Leslie-Locke to
the Company was effective May 10, 1994,  and the Spin-off was effective July 29,
1994. Since the Spin-off, the Company has been a stand-alone company, the Common
Stock of which is traded on the OTC-Bulletin Board (symbol: LBPI).

          Pursuant to a Shared Services Agreement,  following the Spin-off, Drew
and the Company share certain  administrative  functions and employee  services,
such as management overview and planning, acquisition searches, tax preparation,
financial  reporting,   coordination  of  the  independent  audit,   stockholder
relations,  and regulatory  matters.  Drew is reimbursed by the Company for such
services.  The agreement was extended to December 31, 2001.  For the fiscal year
ended December 31, 2000, the cost of such services to the Company was $194,000.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

     This report contains certain statements,  including the Company's long-term
plans,  which could be construed  to be forward  looking  statements  within the
meaning of the  Securities  Exchange Act of 1934, as amended.  These  statements
reflect the  Company's  current views with respect to future  events,  financial
performance and plans to liquidate the Company.

     The Company has  identified  certain risk factors  which could cause actual
plans and  results to differ  substantially  from those  included in the forward
looking  statements.  These factors include certain  contingent  indemnification
obligations  and  contingencies  as  described  in  Notes  4 and 6 of  Notes  to
Consolidated  Financial  Statements,  interest rates, the value of the Company's
net  assets  and the  liquidation  value per share of the  Common  Stock.  These
factors also include general economic conditions.


ITEM 1.  BUSINESS

RECENT EVENTS - LIQUIDATION OF THE COMPANY

     On November 12, 1997, the Company announced that its Board of Directors was
considering strategic  alternatives for the Company's long-range business plans.
In this  connection,  the Company  retained  Harris  Williams & Co. to assist in
evaluating,  and  possibly  disposing  of,  all or  certain  of the three  major
operating divisions of the Company's sole operating subsidiary,  Leslie-Locke, a
manufacturer and marketer of a wide variety of specialty  building  products for
the  professional  and  do-it-yourself  remodeling and residential  construction
industry.

     The Board's  decision  was  motivated  by the  Company's  desire to achieve
greater per share value for its stockholders.  Although Leslie-Locke's operating
management  was  optimistic   about  the  growth   opportunities   available  to
Leslie-Locke, Management of the Company and the Board of Directors believed that
the goal of increased  per share return to its  stockholders  was unlikely to be
realized in the near  future,  and that growth  opportunities  for  Leslie-Locke
could best be realized by a  significantly  larger company in a better  position
than the Company to compete in the changing  industry.  In  connection  with its
decision  concerning  Leslie-Locke,  the Board of Directors adopted  resolutions
regarding  the  Company's  intent  that,  subsequent  to the sale of its assets,
Leslie-Locke would acquire an operating

                                       (2)
<PAGE>


company  and would be  engaged  in a  business  other  than  that of  investing,
reinvesting or trading in securities, as soon as reasonably possible.

     Pursuant  to  an  Asset  Purchase   Agreement   dated  May  26,  1998  (the
"Agreement"),  Leslie-Locke sold substantially all of its net assets,  including
its owned and leased real  property,  to LL Building  Products,  Inc.,  a newly-
formed Delaware subsidiary of Building Materials  Corporation of America,  d/b/a
GAF  Materials  Corporation  (the "Sale  Transaction").  The purchase  price was
approximately  $44 million in cash. The Sale Transaction was consummated on June
18,  1998,  as of May 31,  1998.  Immediately  after  the  closing  of the  Sale
Transaction,  the name of Leslie-Locke  was changed to Prime  Acquisition  Corp.
("Prime"),  and  the  name of the  Company  was  changed  from  Leslie  Building
Products,  Inc. to LBP,  Inc.  From this point  throughout  this Annual  Report,
Leslie-Locke is referred to as Prime, unless the context otherwise requires.

     As a result of the Sale  Transaction,  after payment of  outstanding  debt,
closing costs and income taxes, the Company  (including Prime ) had net proceeds
of  approximately  $28  million.  In  accordance  with  the  terms  of the  Sale
Transaction,  approximately  $25 million of the net  proceeds  was  deposited in
escrow for two years, of which  approximately $21 million could be released from
escrow  and used by the  Company at any time to acquire  other  businesses,  for
certain investments,  and for certain other permitted payments. The net proceeds
from the sale were initially  invested  primarily in liquid U.S.  Treasury money
market  accounts.  The  Company's  Board of Directors  continued to reaffirm the
previously  adopted  resolutions  regarding the  Company's  intent that Prime be
engaged in a business  other than that of investing,  reinvesting  or trading in
securities,  as soon as  reasonably  possible.  Accordingly,  Management  of the
Company actively sought a suitable  acquisition  candidate for Prime. The escrow
terminated  in June 2000  without  the  assertion  of any claim,  and the entire
escrow fund was returned to Prime.

     In order for the  Company to enhance  stockholder  value  while  efforts to
acquire a business continued,  the Company made certain investments  intended to
be  short-term.  In the third  quarter of 1998,  the Company  realized a gain of
$463,000 from a short-term securities transaction. In February 2000, the Company
realized a loss of $509,000 from the sale of  securities  purchased in September
1999. In December  1998,  the Company  utilized $20 million of the funds held in
escrow to purchase, and re-deposit in escrow, 800,000 registered shares of 10.5%
Cumulative Convertible Preferred Stock of Impac Mortgage Holdings, Inc. ("IMH"),
convertible, at $4.72 per common share, into 4,237,288 shares, representing 15%,
of the freely-tradeable common stock of IMH (AMEX: IMH). IMH is a publicly-owned
specialty  finance  company,  which,  together with its subsidiaries and related
companies,  operates three businesses:  (1) the Long-Term Investment Operations,
(2) the Mortgage Operations,  and (3) the Warehouse Lending Operations. The Long
Term  Investment  Operations  invests  primarily in  non-conforming  residential
mortgage  loans and  securities  backed by such loans;  the Mortgage  Operations
primarily purchases and sells or securitizes  non-conforming mortgage loans, and
the  Warehouse  Lending  Operations  provides  short-term  lines  of  credit  to
originators  of mortgage  loans.  IMH is organized  as a real estate  investment
trust ("REIT") for federal  income tax purposes,  which  generally  allows it to
pass  through  earnings  to  stockholders  without  federal  income  tax  at the
corporate level.

     The Company did not register as an investment company, initially relying on
the exemption  provided by Rule 3a-2,  promulgated under the Investment  Company
Act of 1940, as amended (the "'40 Act"). The Company believed that it was not an
investment  company for the following  reasons:  (i) the Company had a bona fide
intent to be engaged in a business  other than that of  investing,  reinvesting,
owning,  holding or trading in securities as soon as reasonably  possible;  (ii)
the Company made  short-term  investments  solely to enhance  stockholder  value
while the  Company  engaged in efforts to invest its assets in a  non-investment
company  business;  (iii) the  Company  did not in any way hold itself out to be
engaged,  nor  did it  propose  to be  engaged,  primarily  in the  business  of
investing,  reinvesting or trading in securities;  (iv) the Company's failure to
consummate the acquisition of a non-investment  company business had been due to
factors beyond the Company's  control,  principally  the lack of candidates with
which to  consummate  an  acquisition  transaction  on terms  acceptable  to the
Company and in the best  interests of its  stockholders;  and (v) the  Company's
officers  and  employees  continued  in good faith  their  efforts to identify a
suitable acquisition on acceptable terms, and thereby to engage in and operate a
non-investment company business.

                                      (3)
<PAGE>


     Despite  Management's  efforts,  the Company  could not identify a suitable
operating business to acquire on acceptable terms.  Accordingly,  in March 2000,
the Company filed an application  with the  Securities  and Exchange  Commission
("SEC") for an order  pursuant to Section  3(b)(2) of the '40 Act declaring that
the Company is not an investment company. Alternatively, the Company requested a
Section 6(c) exemption from all provisions of the '40 Act. The  application  was
revised in May,  June and July 2000 in response to comments  from the SEC Staff.
Thereafter,  in November  2000,  the SEC Staff  confirmed  to the  Company  that
neither a Section  3(b)(2) order nor a Section 6(c)  exemption  could be granted
under the then-current  facts and  circumstances  of the Company's  application.
Although the Company continued to discuss with the SEC Staff the manner in which
to respond to their  concerns,  it became  apparent  that the  Company  would be
required  to sell  the IMH  preferred  stock  before  the SEC  Staff  would  act
favorably on the Company's application.  Because sale of the IMH preferred stock
would not have been  advantageous  to the Company under then  prevailing  market
conditions,  the  Company  could  not  continue  as an  active  Company  without
registering as an investment company under the '40 Act.

     As an  investment  company,  the  Company  would be  required,  among other
things, to restructure its operations, capital structure,  management, and Board
of Directors,  and the Company's ability to acquire an operating  business would
be severely restricted. As a result, the Company's Board of Directors determined
that would not be in the best  interests of the Company's  stockholders  for the
Company  to  register  as an  investment  company  pursuant  to the '40 Act.  On
November  17, the Company  issued a press  release  reporting  that the Board of
Directors was  considering  either a plan of  liquidation  or a plan to take the
Company private.  On January 11, 2001, the Board of Directors  adopted a Plan of
Complete  Liquidation,  Dissolution  and  Termination of Existence (the "Plan"),
subject  to  stockholder  approval  to be  solicited  at the  Annual  Meeting of
Stockholders  on May 16, 2001. The Board  believes that the Plan  represents the
most  prudent way for the Company to  discharge  its known  liabilities,  and to
provide for contingent and unknown  liabilities,  and that  distribution  to the
stockholders  of the Company's net assets would return the greatest value to the
Company's stockholders as compared to other alternatives.

     Pursuant to the Plan,  the Company will be  liquidated by the sale or sales
of all of its non-cash  assets.  After  payment of all claims,  obligations  and
expenses owing to the Company's  creditors,  cash  distributions of the proceeds
from the sale of the Company's  non-cash assets and cash on hand will be made to
holders of the Company's Common Stock on a pro rata basis. If deemed  necessary,
appropriate or desirable by the Board of Directors,  distributions  will be made
to one or more liquidating  trusts  established for the benefit of stockholders,
subject to claims of creditors.

     On February 21,  2001,  the Company sold an aggregate of $15 million of its
$20 million  investment in Impac  preferred  stock.  The  investment was sold at
cost,  plus accrued  interest  through the date of sale.  The Company  currently
intends to sell the remaining $5 million of Impac preferred stock that it holds.
Since  acquiring the Impac  preferred  stock in December  1998,  the Company has
received an aggregate of $4.3 million in quarterly cash dividends.

     Based on prior  "no-action"  letters  issued by the SEC Staff  relating  to
substantially similar factual  circumstances,  the Company has been advised that
it is not  required to  register  under the '40 Act or file  periodic  financial
reports on forms  mandated by the '40 Act during the period of  liquidation,  so
long  as  it  engages  in  transactions  which  are  merely  incidental  to  its
dissolution.

     The  Company's  Common Stock  currently  trades on the  OTC-Bulletin  Board
(symbol:  LBPI).  In order for the Common Stock to continue to trade publicly at
any time  during the  liquidation  period,  the  Company  intends to continue to
comply with the reporting  requirements of the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"). Accordingly, the Company will file with the SEC
unaudited Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K containing
audited  financial  statements,  and such other  reports as are  required by the
Exchange Act and the rules and regulations promulgated thereunder.

                                      (4)
<PAGE>


EMPLOYEES

     The Company has no  full-time  employees.  Pursuant to the Shared  Services
Agreement,  certain  employees  of Drew  perform  administrative  functions  and
employee  services such as management  overview and planning,  tax  preparation,
financial  reporting,   coordination  of  the  independent  audit,   stockholder
relations,  and regulatory  matters.  The Company  reimburses  Drew for the fair
market value of such services. See "THE COMPANY."


ITEM 2.  PROPERTIES

     The Company has no owned or leased properties,  and reimburses Drew for use
of a portion of Drew's offices.


ITEM 3.  LEGAL PROCEEDINGS

     In fiscal 1990,  the  operations of White Metal Rolling and Stamping  Corp.
("White   Metal"),   Leslie-Locke's   ladder   manufacturing   subsidiary   were
discontinued.  All manufacturing  operations of White Metal ceased as of January
31, 1991 On September 30, 1994,  White Metal filed a voluntary  petition seeking
liquidation  under the  provisions of chapter 7 of the United States  Bankruptcy
Code.  At the time of filing,  the  liabilities  of White  Metal were  primarily
product  liability  claims,  and related costs,  resulting from its discontinued
ladder  manufacturing  business.  White  Metal was not  included  in the sale of
Leslie-Locke's assets. See Note 4 of Notes to Consolidated Financial Statements.

     In a limited  number of cases,  the  Company  and Prime  have been named as
defendants  in personal  injury  cases  based on  allegations  of White  Metal's
negligence in the manufacture of ladders. Neither the Company nor Prime has been
held liable in any such case.  Because  neither the Company nor Prime engaged in
the  manufacture  or  marketing  of  ladders,  and because the Company and Prime
maintained separate and distinct corporate entities,  businesses,  manufacturing
facilities  and  operations  from White Metal,  and did not assume White Metal's
liabilities  or succeed to its  business,  the  Company and Prime  disclaim  any
liability for the obligations of White Metal.  There can be no assurance that in
the future any claim brought against White Metal which is also asserted  against
the Company or Prime,  will not result in  liability.  However,  the Company and
Prime  intend to  vigorously  oppose and defend any White Metal  claim  asserted
against them.

     On January 23, 2001, a holder of 100 shares of the  Company's  Common Stock
commenced a proceeding  against the Company and its  directors  purporting to be
both a class  action and a derivative  action on behalf of the Company,  BRAGGER
VS.  ABRAMS,  ET AL.,  Case No. 01 Civ.  0249,  United  States  District  Court,
Southern  District of New York. The Complaint  alleged that the directors caused
the  Company  and its  stockholders  to sustain  losses  because  the  directors
allegedly violated the '40 Act by not causing the Company to become a registered
investment  company and to comply with the  regulatory  requirements  of the '40
Act, and because the  defendants  caused the Company to make  certain  allegedly
improper  investments,  including its investment in the IMH preferred  stock, in
violation of their duty.

     On March 14, 2001,  the Company and its directors  served  Plaintiff with a
motion to dismiss the  Complaint  on grounds  that  Plaintiff  failed to state a
claim  entitling  Plaintiff  to  any  relief.  On  March  22,  2001,   Plaintiff
voluntarily withdrew the Complaint, terminating the action without any liability
of the Company or its directors.

     Neither the  Company  nor Prime is a party to any other  legal  proceedings
which, in the opinion of Management, could have a material adverse effect on the
Company or its consolidated financial position.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                      (5)
<PAGE>


               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following tables set forth certain information with respect to the
Directors and Executive Officers of the Company as of December 31, 2000.


NAME                    POSITION
Leigh J. Abrams
  (Age 58)              President,  Chief Executive  Officer and Director of the
                        Company since July 1994.
Edward W. Rose, III
  (Age 59)              Chairman of the Board of Directors of the Company  since
                        July 1994.
James F. Gero
  (Age 55)              Director since July 1994.

Marshall B. Payne
  (Age 43)              Director since July 1994.

Fredric M. Zinn
  (Age 49)              Chief Financial Officer of the Company since July 1994.

Harvey J. Kaplan
  (Age 66)              Secretary and Treasurer of the Company since July 1994.

     LEIGH J. ABRAMS, for more than the past five years has also been President,
Chief Executive Officer and a Director of Drew.

     EDWARD W. ROSE, III, for more than the past five years,  has been President
and principal  stockholder of Cardinal Investment  Company,  Inc., an investment
firm.  Mr.  Rose also serves as a director of the  following  public  companies:
Osprey  Holding,  Inc.,  previously  engaged in selling  computer  software  for
hospitals;   Liberte   Investors,   Inc.,  engaged  in  real  estate  loans  and
investments;  and ACE Cash Express, Inc., engaged in check cashing services. Mr.
Rose is also Chairman of the Board of Drew.

     JAMES F. GERO,  since March 1992,  has been  Chairman  and Chief  Executive
Officer  of  Sierra  Technologies,  Inc.,  a  manufacturer  of  defense  systems
technologies,  and a director of its affiliates. From July 1987 to October 1989,
Mr. Gero was Chairman and Chief Executive  Officer of Varo, Inc., a manufacturer
of aerospace technology, and from 1985 to 1987, Mr. Gero was President and Chief
Executive  Officer of Varo,  Inc.  Since May 1995, Mr. Gero has been Chairman of
Clearwire, Inc., a provider and servicer of high speed Internet access. Mr. Gero
also  serves  as  a  director  of  the  following   public   company:   Orthofix
International,  N.V., an international  supplier of orthopedic  devices for bone
fixation and stimulation. Mr. Gero is also a Director of Drew.

     MARSHALL  B.  PAYNE,  for more  than the past  five  years,  has been  Vice
President of Cardinal  Investment  Company,  Inc., an investment firm. Mr. Payne
also serves as a director of the following  public  companies:  Osprey  Holding,
Inc.,  previously  engaged in selling computer  software for hospitals;  and ACE
Cash Express, Inc., engaged in check cashing services; and Restoration Hardware,
Inc., a specialty retailer of home furnishings.

     FREDRIC M. ZINN, a certified public accountant, for more than the past five
years, has also been Chief Financial Officer of Drew.

     HARVEY J. KAPLAN,  a certified  public  accountant,  for more than the past
five years, has also been Secretary and Treasurer of Drew.

                                      (6)
<PAGE>


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the  Company's  equity  securities,  to file reports of ownership and
changes in ownership  with the  Securities  and Exchange  Commission.  Officers,
directors  and  greater  than ten-  percent  shareholders  are  required  by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.

     Based on its review of the copies of such forms received by it, the Company
believes  that  during  2000  all such  filing  requirements  applicable  to its
officers and  directors  (the Company not being aware of any ten percent  holder
other than Edward W. Rose, III a Director) were complied with.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PER SHARE MARKET PRICE INFORMATION

     The  Common  Stock of the  Company  is  traded  on the  OTC-Bulletin  Board
(symbol:  LBPI).On  March 22,  2001,  there were 1,594  holders of record of the
Common Stock. The Company estimates that 2,000 to 4,000 additional  stockholders
own shares of its Common  Stock held in the name of Cede & Co. and other  broker
and nominee names.

     The table below sets forth,  for the periods  indicated,  the range of high
and low  closing  prices  per  share for the  Common  Stock as  reported  by the
National Association of Securities Dealers. The prices set forth below represent
quotations between dealers,  without adjustment for retail mark up, mark down or
commissions, and do not necessarily represent actual transactions.


     CALENDAR 2000                                           HIGH    LOW
                                                             ----    ---
              Quarter ended March 31......................   $3.63   $3.19
              Quarter ended June 30.......................   $3.44   $3.13
              Quarter ended September 30..................   $3.48   $3.25
              Quarter ended December 31...................   $3.75   $3.25

     CALENDAR 1999                                           HIGH    LOW
                                                             ----    ---
              Quarter ended March 31......................   $4.13   $3.19
              Quarter ended June 30.......................   $4.19   $3.88
              Quarter ended September 30..................   $4.19   $3.56
              Quarter ended December 31...................   $3.75   $3.28


     The  closing  price per share for the  common  stock on March 22,  2001 was
$5.00.

DIVIDEND INFORMATION

     Except  for a  dividend  of $0.18 per share paid on  December  12,  2000 to
holders of record of the Common Stock on November 27, 2000,  the Company has not
paid any cash dividends on its Common Stock.  Future  distributions with respect
to the Common Stock will be made primarily pursuant to the Plan.

                                      (7)
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

     If a plan of  liquidation  and  dissolution  is  approved  by the  Board of
Directors and stockholders,  in the future,  financial statements for subsequent
periods  will be revised to adopt the  liquidation  basis of  accounting  which,
among other  things,  requires  that assets and  liabilities  be stated at their
estimated net  realizable  value and that  estimated  costs of  liquidating  the
Company be provided to the extent that they are reasonably determinable.

     The following  selected  financial data should be read in conjunction  with
the consolidated  financial statements and related notes thereto included herein
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS):

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------------------------
                                                         2000          1999          1998            1997            1996
                                                      ----------    ---------      --------       ----------      ----------
<S>                                                   <C>           <C>            <C>            <C>             <C>
OPERATING DATA:
   Income (loss) from continuing
      operations before income taxes                  $    2,093    $   1,337      $    671       $     (663)     $     (641)
   Provision for income taxes                                691          518           295
                                                      ----------    ---------      --------       ----------      ----------
   Income (loss) from continuing operations                1,402          819           376             (663)           (641)
   Discontinued operations                                   177        3,514        14,354              942           1,268
                                                      ----------    ---------      --------       ----------      ----------
            Net income                                $    1,579    $   4,333      $ 14,730       $      279      $      627
                                                      ==========    =========      ========       ==========      ==========

   Net income (loss) per common share:
      Basic:
        Continuing operations                         $      .28    $     .17      $    .08       $     (.14)     $     (.13)
        Discontinued operations                              .04          .71          2.96              .20             .26
                                                      ----------    ---------      --------       ----------      ----------
            Net income                                $      .32    $     .88      $   3.04       $      .06      $      .13
                                                      ==========    =========      ========       ==========      ==========

      Diluted:
          Continuing operations                       $      .28    $     .17      $    .08       $     (.14)     $     (.13)
          Discontinued operations                            .04          .71          2.93              .20             .26
                                                      ----------    ---------      --------       ----------      ----------
            Net income                                $      .32    $     .88      $   3.01       $      .06      $      .13
                                                      ==========    =========      ========       ==========      ==========

BALANCE SHEET DATA (AT END OF PERIOD):

      Total Assets(A)                                 $   29,562    $  29,106      $ 33,117       $   12,927      $   12,323
      Stockholders' Equity(A)                         $   28,879    $  28,058      $ 23,365       $    8,885      $    8,563
</TABLE>


(A)  ON JUNE 18, 1998,  EFFECTIVE AS OF MAY 31, 1998,  PRIME SOLD  SUBSTANTIALLY
     ALL ITS NET ASSETS AND  BUSINESS  FOR  APPROXIMATELY  $44  MILLION IN CASH.
     PRIME WAS THE SOLE OPERATING SUBSIDIARY OF THE COMPANY, AND THE COMPANY AND
     ITS  SUBSIDIARIES  DO NOT NOW CONDUCT  ANY  OPERATIONS.  THE  COMPANY  WILL
     CONTINUE TO INCUR  EXPENSES  ASSOCIATED  WITH THE MANAGEMENT OF ITS ASSETS,
     ITS FINANCIAL REPORTING  OBLIGATIONS,  AND OTHER ADMINISTRATIVE  FUNCTIONS.
     (SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS).


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

     On June 18, 1998,  effective as of May 31, 1998,  Prime sold  substantially
all its net assets and business  for  approximately  $44 million in cash.  Prime
realized an after-tax  gain of $12.6 million from the sale, and after payment of
its  outstanding  debt,  closing  costs  and  income  taxes,  Prime had cash and
investments of approximately $28 million.

                                      (8)
<PAGE>


     Subsequent  to the June 1998  sale of  Prime's  assets  and  business,  the
Company  made certain  short-term  investments  in order to enhance  stockholder
value while efforts to acquire an operating company  continued.  The Company did
not register as an investment  company,  initially relying on (and in compliance
with) the exemption  provided by Rule 3(a)(2),  promulgated under the Investment
Company Act of 1940, as amended (the "40 Act").

     In March 2000,  the Company filed an  application  with the  Securities and
Exchange  Commission  ("SEC") for an order  pursuant  to Section  3(b)(2) of the
Investment  Company Act of 1940,  as amended  (the '40 Act)  declaring  that the
Company is not an investment  company.  Alternatively,  the Company  requested a
Section 6(c) exemption from certain  provisions of the '40 Act. The  application
was amended in May, June and July 2000. Thereafter,  the SEC advised the Company
that  neither a Section  3(b)(2)  order nor a Section  6(c)  exemption  could be
granted  under the facts and  circumstances  of the Company's  application.  The
Company continued through November 9, 2000 to discuss with the SEC the manner in
which to respond to the SEC's concerns, but was unable to obtain a 3(b)(2) order
or a 6(c) exemption.

     As an investment company,  the Company would be required to restructure its
operations,  management  and Board of  Directors.  On  November  16,  2000,  the
Company's  Board of Directors  determined that it is not in the best interest of
the Company's  stockholders for the Company to register as an investment company
pursuant to the '40 Act. On January 11, 2001,  the Board of Directors  adopted a
Plan of Complete  Liquidation,  Dissolution  and  Termination  of Existence (the
"Plan"),  subject to stockholders approval to be solicited at the annual meeting
of stockholders on May 16, 2001.

     If a plan of liquidation and  dissolution is approved by the  stockholders,
in the future,  financial  statements for subsequent  periods will be revised to
adopt the liquidation  basis of accounting which,  among other things,  requires
that assets and  liabilities be stated at their  estimated net realizable  value
and that estimated  costs of  liquidating  the Company be provided to the extent
that they are reasonably determinable.


RESULTS OF OPERATIONS

     Prime was the sole operating subsidiary of the Company, and the Company and
its subsidiaries do not now conduct any operations. The net proceeds of the sale
of Prime's assets have been invested in certain  common and preferred  stocks as
well as in liquid U.S.  Treasury  money market  accounts.  The Company's  income
consists  primarily of dividend income from these  investments.  At December 31,
1999 the Company owned 90,530 shares of the common stock of The North Face, Inc.
which had been  written  down to its market  value of $368,000  at December  31,
1999.  The original cost of these shares,  considered to be trading  securities,
was $1.1  million.  These  shares  were  sold in  February  2000  for  $590,000,
resulting in a gain of $222,000 in the first quarter of 2000.

     The Company  continues to incur expenses  associated with the management of
its  assets,  its  financial  reporting  obligations,  and other  administrative
functions.  In addition,  costs may  periodically be incurred in connection with
other professional  services.  For the year ended December 31, 2000, general and
administrative  expenses included  approximately  $86,000 incurred in conducting
due diligence  relating to possible  acquisitions.  Most of these  expenses were
related to an acquisition target which subsequently  accepted a higher offer. In
addition, for the year ended December 31, 2000, the Company incurred expenses of
approximately  $240,000 in connection with an application made to the Securities
and Exchange Commission as described above.

NEW ACCOUNTING STANDARDS

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities." In June 1999, the FASB issued
SFAS   No.   137,   "Accounting   for   Derivative   Instruments   and   Hedging
Activities-Deferral  of the  Effective  Date of FASB  Statement  No. 133," which
delays the effective date of SFAS No. 133 to fiscal years beginning after June

                                      (9)
<PAGE>


15, 2000. In June 2000,  the FASB issued SFAS No. 138,  "Accounting  for Certain
Derivative Instruments and Certain Hedging Activities," which amends some of the
provisions  of SFAS No. 133. The Company has adopted the  provisions of SFAS No.
133 and SFAS No. 138 effective January 1, 2001. The adoption of these statements
does not have a material  impact on the  earnings or  financial  position of the
Company.


LIQUIDITY AND CAPITAL RESOURCES

INVESTMENT IN SECURITIES

     On  December  22,  1998,  the  Company's  wholly-owned  subsidiary,  Prime,
acquired,  at a cost of $20 million,  800,000 shares of 10.5 percent  Cumulative
Convertible  Preferred Stock, having a liquidation  preference of $25 per share,
of  Impac  Mortgage  Holdings,  Inc.,  ("Impac").  The  shares  were  originally
convertible  into Common Stock of Impac (symbol "IMH") at $4.95 per share, or an
aggregate  of  4,040,000  shares.  The terms of the  acquisition  provided for a
downward  adjustment of the  conversion  price if, among other  things,  certain
earning  levels were not attained by Impac through June 30, 1999.  Subsequently,
the  conversion  rate was  adjusted  to $4.72  per  share,  or an  aggregate  of
4,237,288 shares of common stock of IMH,  representing  approximately 15 percent
of IMH common stock upon conversion.

     In addition,  Prime is entitled to receive as a dividend each  quarter,  in
cash or Impac common stock, the higher of 10.5 percent per annum or the dividend
paid to common stockholders  calculated on the shares of common stock into which
the preferred stock is convertible.  The Company has recorded this investment at
its cost of  $20,157,000.  The  Company  believes  that  the book  value of this
investment approximates fair value at December 31, 2000.

     On February 21,  2001,  the Company sold an aggregate of $15 million of its
investment  in the  Preferred  Stock for its cost of $15  million  plus  accrued
interest  through the date of sale and intends to sell its  remaining $5 million
investment.

FEDERAL INCOME TAXES

     As a result of changes in the ownership of the Company's  Common Stock, the
Company is a Personal  Holding  Company for Federal income tax purposes in 2000.
As a result,  in order to avoid double taxation on the Company,  on November 16,
2000,  the Board of  Directors  declared a special  dividend  of $.18 per share,
payable on December 12, 2000, to stockholders of record at the close of business
on November 27, 2000.

CONTINGENT LIABILITIES

     In connection  with the June 1998 sale of Prime's  assets,  Prime agreed to
indemnify the buyer as follows:  (i) for up to $4 million of losses  incurred by
the buyer during the two years following the closing  resulting from breaches of
representations  and  warranties  made by Prime,  (ii) for up to $4  million  of
losses  incurred  by the buyer  during  the four  years  following  the  closing
resulting from certain  environmental  matters, and (iii) for losses incurred by
the buyer  resulting  from  liabilities  of Prime not  assumed by the buyer.  In
connection with Prime's indemnification  obligations,  Prime deposited in escrow
an aggregate of $25.4  million for a period of two years  following the closing.
On June 20, 2000 the escrow  funds were  released to Prime,  since there were no
claims by the buyer.

     In fiscal 1990,  the Company  discontinued  the  operations  of White Metal
Rolling and Stamping Corp. ("White Metal"),  the Company's ladder  manufacturing
subsidiary. All manufacturing operations of White Metal ceased as of January 31,
1991 and substantially all of its remaining assets have since been liquidated.

     On  September  30,  1994,  White Metal filed a voluntary  petition  seeking
liquidation  under the  provisions of chapter 7 of the United States  Bankruptcy
Code. The liabilities of White Metal were primarily product liability claims,

                                      (10)
<PAGE>


and  related  costs,   resulting  from  its  discontinued  ladder  manufacturing
business.  While  the  Company  was  named as a  defendant  in  certain  actions
commenced  in  connection  with  these  claims,  the  Company  has not been held
responsible,  and the Company  disclaims any liability  for the  obligations  of
White  Metal.  There can be no  assurance  that in the future any claim  brought
against White Metal which is also asserted against the Company,  will not result
in liability.  However, the Company intends to vigorously defend any White Metal
claim asserted against it.

INFLATION

     Future  changes from current  levels of inflation may be expected to impact
the investment income earned by the Company on its temporary investments.


FORWARD LOOKING STATEMENTS AND RISK FACTORS

     This report contains certain statements,  including the Company's long-term
plans,  which could be construed  to be forward  looking  statements  within the
meaning of the Securities  Exchange Act of 1934.  These  statements  reflect the
Company's current views with respect to future events, financial performance and
plans to acquire an operating company.

     The Company has  identified  certain risk factors  which could cause actual
plans and  results to differ  substantially  from those  included in the forward
looking  statements.  These factors include certain  contingent  indemnification
obligations  and  contingencies  as  described  in  Notes  4 and 6 of  Notes  to
Consolidated  Financial  Statements,  interest rates, the value of the Company's
net assets and the  liquidation  value of the Common  Stock.  These factors also
include general economic conditions.

ITEM 7a. QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company is exposed to market risk in the normal course of its investing
activities.  The Company does not have  significant  exposure to fluctuations in
interest  rates because it has only a modest amount of temporary  investments in
money market  funds and no debt.  The Company  does not  undertake  any specific
actions to cover its exposure to interest rate risk.

     The Company is also  exposed to changes in the value of its  investment  in
securities  resulting  from changes in the  operating  results of the  companies
issuing these equity  securities,  as well as other  conditions which impact the
fair value of such securities,  such as general economic conditions and interest
rates. The impact of changes in interest rates and other conditions on the value
of such securities cannot currently be determined.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated  Financial  Statements and Schedule of the Company and its
subsidiaries  pursuant  to this Item and Item 14 of this Report are set forth in
the Index to Consolidated Financial Statements included herein.


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.

                                      (11)
<PAGE>


                                    PART III

     Part III of Form 10-K is  incorporated  by reference to the Company's Proxy
Statement with respect to its Annual Meeting of  Stockholders  to be held on May
17, 2000.



                                     PART IV


ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON  FORM 8 K

     (a)  Documents Filed

               (1)  Financial Statements.  See " Index to Consolidated Financial
                    Statements."

               (2)  Schedule. See " Index to Consolidated Financial Statements."

               (3)  Exhibits.  See "List of  Exhibits" at the end of this report
                    incorporated herein by reference.

     (b)  Reports on Form 8-K

                    None

                                      (12)
<PAGE>


                                   SIGNATURES

PURSUANT TO THE  REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934, AS AMENDED,  REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


Date: March 28, 2001                     LBP, INC.

                                         By:  /s/ LEIGH J. ABRAMS
                                            ------------------------------------
                                               Leigh J. Abrams, President

PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  AND EXCHANGE ACT OF 1934,  AS
AMENDED, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF
THE REGISTRANT AND IN THE CAPACITIES AND DATES INDICATED.

     Each person whose signature appears below hereby authorizes Leigh J. Abrams
and Harvey J. Kaplan,  or either of them, to file one or more  amendments to the
Annual Report on Form 10-K which amendments may make such changes in such Report
as either of them deems appropriate,  and each such person hereby appoints Leigh
J.  Abrams and Harvey J.  Kaplan,  or either of them,  as  attorneys-in-fact  to
execute in the name and on behalf of each such person individually,  and in each
capacity stated below, such amendments to such Report.


DATE              SIGNATURE                        TITLE

March 28, 2001    By: /s/ LEIGH J. ABRAMS          Director, President and Chief
                     -------------------------     Executive Officer
                      (Leigh J. Abrams)

March 28, 2001    By: /s/ HARVEY J. KAPLAN         Secretary and Treasurer
                     -------------------------
                      (Harvey J. Kaplan)

March 28, 2001    By: /s/ FREDRIC M. ZINN          Chief Financial Officer
                     -------------------------
                      (Fredric M. Zinn)

March 28, 2001    By: /s/ JOHN F. CUPAK            Controller
                     -------------------------
                      (John F. Cupak)

March 28, 2001    By: /s/ EDWARD W. ROSE, III      Director
                     -------------------------
                      (Edward W. Rose, III)

March 28, 2001    By: /s/ JAMES F. GERO            Director
                     -------------------------
                      (James F. Gero)

March 28, 2001    By: /s/ MARSHALL B. PAYNE        Director
                     -------------------------
                      (Marshall B. Payne)

                                      (13)
<PAGE>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


CONSOLIDATED FINANCIAL STATEMENTS

          Independent Auditors' Report

          Consolidated statements of operations for the years ended December 31,
          2000, 1999 and 1998

          Consolidated balance sheets at December 31, 2000 and 1999

          Consolidated statements of cash flows for the years ended December 31,
          2000, 1999 and 1998

          Consolidated  statements of  stockholders'  equity for the years ended
          December 31, 2000, 1999 and 1998

          Notes to consolidated financial statements

CONSOLIDATED  FINANCIAL  STATEMENT  SCHEDULES  FOR THE YEARS ENDED  DECEMBER 31,
2000, 1999 AND 1998

          Schedule II       -        Valuation and Qualifying Accounts

          Schedules  other than that  listed  above are  omitted as they are not
applicable or the information required is included in the consolidated financial
statements and notes thereto.

                                      (14)
<PAGE>


                          Independent Auditors' Report



The Board of Directors
LBP, Inc.:


We have audited the consolidated balance sheets of LBP, Inc. and subsidiaries as
of  December  31,  2000 and 1999,  and the related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for each of the years in the
three-year  period ended December 31, 2000. In connection with our audits of the
consolidated financial statements,  we also have audited the financial statement
schedule  as listed in the  accompanying  index.  These  consolidated  financial
statements and the financial  statement  schedule are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements and the financial statements schedule based on
our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of LBP,  Inc. and
subsidiaries  as of  December  31,  2000  and  1999,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United  States of America.  Also,  in our  opinion,  the re1ated
financial  statement  schedule,   when  considered  in  relation  to  the  basic
consolidated  financial  statements taken as a whole,  presents  fairly,  in all
material respects, the information set forth therein.



/s/ KPMG LLP

Stamford, Connecticut
February 28, 2001

                                      (15)
<PAGE>


                                    LBP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                  ----------------------------------
                                                                      2000         1999         1998
----------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>          <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CONTINUING OPERATIONS:
 Investment income                                                $  2,907     $  1,861     $  1,400
 General and administrative expenses                                   814          368          573
                                                                  --------     --------     --------
      Operating income                                               2,093        1,493          827
 Imputed interest expense                                               --          156          156
                                                                  --------     --------     --------

      Income from continuing operations before income taxes          2,093        1,337          671
 Provision for income taxes (Note 5)                                   691          518          295
                                                                  --------     --------     --------

      INCOME FROM CONTINUING OPERATIONS                              1,402          819          376
                                                                  --------     --------     --------

DISCONTINUED OPERATIONS (NOTES 4 AND 5):

      Income from operations, before income taxes                       --           --        1,736
      Provision for income taxes (Note 5)                               --           --           --
                                                                  --------     --------     --------
            Income from operations                                      --           --        1,736
                                                                  --------     --------     --------

      Gain on disposal of assets before income taxes (Note 4)           --          137       17,614
      Adjustment to loss on the 1990 disposal of White
          Metal Rolling and Stamping Corp. (Note 4)                     --        3,270           --
      Benefit (provision) for income taxes (Note 5)                    177          107       (4,996)
                                                                  --------     --------     --------
            Gain on disposal of assets                                 177        3,514       12,618
                                                                  --------     --------     --------

            INCOME FROM DISCONTINUED OPERATIONS                        177        3,514       14,354
                                                                  --------     --------     --------

            NET INCOME                                            $  1,579     $  4,333     $ 14,730
                                                                  ========     ========     ========

Net income per common share:
 Basic:
      Continuing operations                                       $    .28     $    .17     $    .08
      Discontinued operations (Notes 4 and 5)                          .04          .71         2.96
                                                                  --------     --------     --------
            Net income                                            $    .32     $    .88     $   3.04
                                                                  ========     ========     ========

 Diluted:
      Continuing operations                                       $    .28     $    .17     $    .08
      Discontinued operations (Notes 4 and 5)                          .04          .71         2.93
                                                                  --------     --------     --------
            Net income                                            $    .32     $    .88     $   3.01
                                                                  ========     ========     ========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                      (16)
<PAGE>


                                    LBP, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                                DECEMBER 31,
                                                           --------------------
                                                             2000        1999
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS
CURRENT ASSETS
    Cash and equivalents                                   $  8,776    $  7,326
    Investment in securities (Note 2)                        20,157      20,525
    Prepaid expenses and other current assets                   629       1,034
                                                           --------    --------

        TOTAL ASSETS                                       $ 29,562    $ 28,885
                                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable, accrued expenses
      and other current liabilities                        $    159    $    153
    Discontinued operations (Notes 4 and 5)                     524         674
                                                           --------    --------
        TOTAL LIABILITIES                                       683         827
                                                           --------    --------

COMMITMENTS AND CONTINGENCIES (Notes 1, 4 and 6)

STOCKHOLDERS' EQUITY (Note 7)
    Common stock, par value $.01 per share:
      authorized 20,000,000 shares;
      issued 5,085,390 shares in 2000,
      and 5,026,390 shares in 1999                               51          50
    Paid-in capital                                          20,867      20,727
    Retained earnings                                         8,225       7,545
                                                           --------    --------
                                                             29,143      28,322
    Treasury stock at cost -- 89,000 shares                    (264)       (264)
                                                           --------    --------
        TOTAL STOCKHOLDERS' EQUITY                           28,879      28,058
                                                           --------    --------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 29,562    $ 28,885
                                                           ========    ========


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                      (17)
<PAGE>


                                    LBP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                                       ------------------------------------
                                                                           2000          1999          1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>           <C>           <C>
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Income from continuing operations                                     $  1,402      $    819      $    376
 Adjustments to reconcile income from continuing operations
    to cash flows from operating activities:
      Deferred taxes                                                        251          (186)          (64)
      Mark to market investment in trading securities                        --           731            --
      Gain on sale of investments                                          (222)           --          (463)
      Imputed interest                                                       --           156           156
      Changes in prepaid expenses and other assets                          154          (765)           --
      Changes in accounts payable, accrued expenses and other
        current liabilities                                                   6          (557)          520
                                                                       --------      --------      --------
        NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
          OF CONTINUING OPERATIONS                                        1,591           198           525
                                                                       --------      --------      --------

CASH FLOWS FROM DISCONTINUED OPERATIONS:
 Cash proceeds from sale of assets and business of Prime, net of
    closing costs of $4,175                                                  --            --        39,344
 Income from discontinued operations                                        177         3,514        14,354
 Paydown of debt with proceeds of sale                                       --            --       (10,018)
 Change in unliquidated net liabilities and assets                         (150)       (8,524)      (11,404)
                                                                       --------      --------      --------
        NET CASH PROVIDED BY (USED FOR) DISCONTINUED OPERATIONS              27        (5,010)       32,276
                                                                       --------      --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in securities                                                    --        (1,203)      (31,616)
 Sales of trading securities                                                590            --        12,026
                                                                       --------      --------      --------
        NET CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES          590        (1,203)      (19,590)
                                                                       --------      --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Purchase of treasury stock                                                  --            --          (264)
 Employee purchases of common stock                                         141           360            14
 Dividends paid                                                            (899)           --            --
                                                                       --------      --------      --------
        NET CASH FLOWS (USED FOR) PROVIDED BY FINANCING ACTIVITIES         (758)          360          (250)
                                                                       --------      --------      --------

        Net increase (decrease) in cash                                   1,450        (5,655)       12,961
Cash and equivalents at beginning of period                               7,326        12,981            20
                                                                       --------      --------      --------
Cash and equivalents at end of period                                  $  8,776      $  7,326      $ 12,981
                                                                       ========      ========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Net cash
    (received) paid during the period for:
        Interest on debt - discontinued operations                     $      --      $     --      $    196
        Income taxes                                                   $    (182)     $  6,178      $     11
                                                                       -- ------      --------      --------
</TABLE>

THE  ACCOMPANYING  NOTES ARE AN INTEGRAL  PART OF THESE  CONSOLIDATED  FINANCIAL
STATEMENTS.

                                      (18)
<PAGE>


                                    LBP, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                   Total
                                                                                                    Retained    Stockholders'
                                                        Common      Treasury        Paid-in         Earnings       Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>        <C>            <C>            <C>            <C>
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

BALANCE - DECEMBER 31, 1997                               $  48      $   --         $   20,355     $  (11,518)    $   8,885

 Net income                                                                                            14,730        14,730
 Employee purchases of 6,212 shares                                                         13                           13
 Exercise of employee stock options
    1,000 shares                                                                             1                            1
 Purchase of 89,000 shares of treasury stock                            (264)                                          (264)
                                                          -----      -------        ----------     ----------     ---------
BALANCE - DECEMBER 31, 1998                                  48         (264)           20,369          3,212        23,365

 Net income                                                                                             4,333         4,333
 Exercise of employee stock options
    159,000 shares                                            2                            358                          360
                                                          -----      -------        ----------     ----------     ---------
BALANCE - DECEMBER 31, 1999                                  50         (264)           20,727          7,545        28,058

 Net income                                                                                             1,579         1,579
 Dividends paid ($.18 per share)                                                                         (899)         (899)
 Exercise of employee stock options
    59,000 shares                                             1                            140                          141
                                                          -----      -------        ----------     ----------     ---------
BALANCE - DECEMBER 31, 2000                               $  51      $  (264)       $   20,867     $    8,225     $  28,879
                                                          =====      =======        ==========     ==========     =========
</TABLE>


THE  ACCOMPANYING  NOTES ARE AN INTEGRAL  PART OF THESE  CONSOLIDATED  FINANCIAL
STATEMENTS.

                                      (19)
<PAGE>


                                    LBP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)  PLAN OF LIQUIDATION

     Subsequent  to the June 1998  sale of Prime  Acquisition  Corp's  ("Prime")
assets and  business,  the  Company  made  certain  investments  intended  to be
short-term,  in order to enhance  stockholder  value while efforts to acquire an
operating  company  continued.  The  Company did not  register as an  investment
company, initially relying on (and in compliance with) the exemption provided by
Rule 3(a)(2),  promulgated under the Investment  Company Act of 1940, as amended
(the "40 Act").

     In March 2000,  the Company filed an  application  with the  Securities and
Exchange  Commission ("SEC") for an order pursuant to Section 3(b)(2) of the '40
Act, declaring that the Company is not an investment company. Alternatively, the
Company  requested a Section 6(c)  exemption from all provisions of the '40 Act.
The  application  was revised in May,  June and July 2000.  Thereafter,  the SEC
advised the Company  that  neither a Section  3(b)(2)  order nor a Section  6(c)
exemption could be granted under the then-current facts and circumstances of the
Company's application. The Company continued through November 9, 2000 to discuss
with the SEC the  manner  in which to  respond  to the SEC's  concerns,  but was
unable to obtain a 3(b)(2) order or a 6(c) exemption.

     As an  investment  company,  the  Company  would be  required,  among other
things, to restructure its operations,  capital structure,  management and Board
of Directors,  and the Company's ability to acquire an operating  business would
be severely  restricted.  On November 16, 2000, the Company's Board of Directors
determined  that  it  would  not  be in  the  best  interest  of  the  Company's
stockholders  for the Company to register as an investment  company  pursuant to
the '40 Act. Therefore, the Board of Directors adopted a plan of liquidation and
dissolution,  subject to  approval  of the  stockholders  of the  Company at the
Company's annual stockholders' meeting to be held on May 16, 2001.

     If a plan of liquidation and dissolution is adopted by stockholders, in the
future, financial statements for subsequent periods will be revised to adopt the
liquidation basis of accounting which, among other things,  requires that assets
and  liabilities  be stated at their  estimated  net  realizable  value and that
estimated  costs of liquidating  the Company be provided to the extent that they
are reasonably determinable.


(2)  INVESTMENT IN SECURITIES

     On  December  22,  1998,  the  Company's  wholly-owned  subsidiary,  Prime,
acquired,  at a cost of $20 million,  800,000 shares of 10.5 percent  Cumulative
Convertible  Preferred Stock, having a liquidation  preference of $25 per share,
of  Impac  Mortgage  Holdings,  Inc.,  ("Impac").  The  shares  were  originally
convertible  into Common Stock of Impac (symbol "IMH") at $4.95 per share, or an
aggregate  of  4,040,000  shares.  The terms of the  acquisition  provided for a
downward  adjustment of the  conversion  price if, among other  things,  certain
earning  levels were not attained by Impac through June 30, 1999.  Subsequently,
the  conversion  rate was  adjusted  to $4.72  per  share,  or an  aggregate  of
4,237,288 shares of common stock of IMH,  representing  approximately 15 percent
of IMH common  stock.  In  addition,  Prime is entitled to receive as a dividend
each  quarter,  in cash or Impac  common  stock,  the higher of 10.5 percent per
annum or the dividend  paid to common  stockholders  calculated on the shares of
common stock into which the preferred stock is convertible. The Company recorded
this investment at cost of $20,157,000. The Company believes that the book value
of this investment approximates fair value at December 31, 2000.

     On February 21,  2001,  the Company sold an aggregate of $15 million of its
$20 million  investment in the Preferred  Stock for its cost of $15 million plus
accrued  interest  through the date of sale and intends to sell its remaining $5
million  investment.  The Company obtained a fairness opinion in connection with
the sale.

                                      (20)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



     At December 31, 1999 the Company  owned 90,530  shares of the common shares
of The North  Face,  Inc.  which had been  written  down to its market  value of
$368,000 at December 31, 1999. The original cost of these shares,  considered to
be trading securities, was $1.1 million. These shares were sold in February 2000
for $590,000, resulting in a gain of $222,000 in the first quarter of 2000.


(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The Consolidated Financial Statements include the accounts of LBP, Inc. and
its  wholly-owned  subsidiaries.   All  significant  intercompany  balances  and
transactions  have  been  eliminated.  Certain  prior  year  balances  have been
reclassified to conform with current presentation.

CASH AND EQUIVALENTS

     The Company  considers  all highly  liquid  investments  with a maturity of
three  months  or  less  at  the  time  of  purchase  to  be  cash  equivalents.
Investments,  which consist of government-backed money market funds are recorded
at cost which approximates market value.

INCOME TAXES

     The Company and its subsidiaries file separate Federal and state income tax
returns.  The Company's  subsidiaries  generally  file separate state income tax
returns on the same basis as the Federal income tax returns.

USE OF ESTIMATES

     Management  of the Company has made a number of estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to prepare  these  financial  statements in
conformity with generally accepted accounting  principles.  Actual results could
differ from those estimates.


(4)  DISCONTINUED OPERATIONS

WHITE METAL

     In fiscal 1990,  the Company  discontinued  the  operations  of White Metal
Rolling and Stamping Corp. ("White Metal"),  the Company's ladder  manufacturing
subsidiary. All manufacturing operations of White Metal ceased as of January 31,
1991 and substantially all of its remaining assets have since been liquidated.

     On  September  30,  1994,  White Metal filed a voluntary  petition  seeking
liquidation  under the  provisions of chapter 7 of the United States  Bankruptcy
Code. The liabilities of White Metal were primarily  product  liability  claims,
and  related  costs,   resulting  from  its  discontinued  ladder  manufacturing
business.  While  the  Company  was  named as a  defendant  in  certain  actions
commenced  in  connection  with  these  claims,  the  Company  has not been held
responsible,  and the Company  disclaims any liability  for the  obligations  of
White Metal. There can be no assurance

                                      (21)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



that in the future any claim brought  against White Metal which is also asserted
against the Company, will not result in liability.  However, the Company intends
to vigorously defend any White Metal claim asserted against it.

     On May 7, 1996, the Company and its subsidiary,  Prime,  were served with a
summons and  complaint  in an  adversary  proceeding  commenced by the chapter 7
trustee  of  White  Metal,   alleging  claims  aggregating  $10.6  million  (the
"Adversary  Proceeding").  The Company's  former parent company,  and one of its
subsidiaries were also served in the Adversary Proceeding. Pursuant to a Consent
Order   Settling  and   Compromising   Claims,   dated  January  27,  2000  (the
"Settlement"),  by and among the trustee, on behalf of White Metal, the Company,
Prime,  LBP's former  parent and its  subsidiary,  and Sears Roebuck & Co., Inc.
("Sears"),  White Metal's  largest  creditor,  the parties  agreed to settle the
Adversary  Proceeding in  consideration  for payment by the  defendants to White
Metal's estate in the aggregate  amount of $672,000,  of which $485,500 was paid
by Prime.  The  defendants,  the trustee and Sears agreed to release each other,
and  their  respective  affiliates.  In  connection  with  the  Settlement,  the
Adversary Proceeding was terminated.

     In anticipation of the Settlement,  the Company's  previously recorded loss
on disposal of White Metal was reduced in the fourth quarter of 1999,  resulting
in income from discontinued operations of $3,270,000.

PRIME ACQUISITION CORP.

     On June 18, 1998,  effective as of May 31, 1998,  Prime sold  substantially
all its net assets and business  for  approximately  $44 million in cash.  Prime
realized an after-tax  gain of $12.6 million from the sale, and after payment of
its  outstanding  debt,  closing  costs  and  income  taxes,  Prime had cash and
investments of approximately $28 million.

     Prime agreed to indemnify the buyer as follows: (i) for up to $4 million of
losses  incurred  by the  buyer  during  the two  years  following  the  closing
resulting from breaches of  representations  and warranties made by Prime,  (ii)
for up to $4  million  of losses  incurred  by the buyer  during  the four years
following the closing resulting from certain  environmental  matters,  and (iii)
for losses incurred by the buyer resulting from liabilities of Prime not assumed
by the buyer.  In connection  with Prime's  indemnification  obligations,  Prime
deposited  in escrow an  aggregate  of $25.4  million  for a period of two years
following the closing. On June 20, 2000 the escrow funds were released to Prime,
since there were no claims by the buyer.

     Prime was the sole operating subsidiary of the Company, and the Company and
its subsidiaries do not now conduct any operations. The Company will continue to
incur  expenses  associated  with the  management  of its assets,  its financial
reporting obligations, and other administrative functions.

     The sale did not include the assets and liabilities of White Metal.

                                      (22)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(5)  INCOME TAXES

     Income tax provision (benefit) in the Consolidated Statements of Operations
is as follows (IN THOUSANDS):

                                                  YEAR ENDED DECEMBER 31,
                                        ----------------------------------------
                                         2000            1999            1998
--------------------------------------------------------------------------------

Continuing operations
 Current:
      Federal                           $   439         $   704         $   294
      State                                  --              --              65

   Deferred:
      Federal                               252            (186)            (64)
      State                                  --              --              --
                                        -------         -------         -------
                                        $   691         $   518         $   295
                                        =======         =======         =======

Discontinued operations                 $  (177)        $  (107)        $ 4,996
                                        =======         =======         =======


          The  provision  for income taxes  differs from the amount  computed by
     applying the Federal statutory rate (34%) to income before income taxes for
     the following reasons (IN THOUSANDS):

                                                  YEAR ENDED DECEMBER 31,
                                        ----------------------------------------
                                         2000            1999            1998
--------------------------------------------------------------------------------

Continuing operations:
 Income tax at Federal statutory rate   $   712         $   455         $   228
 State income taxes, net of Federal
   income tax benefit                        --              --              43
 Non-deductible expenses                     --              53              53
 Other                                      (21)             10             (29)
                                        -------         -------         -------
    Provision for income taxes          $   691         $   518         $   295
                                        =======         =======         =======

     The tax effects of temporary  differences  from continuing  operations that
give rise to  significant  portions of the  deferred  tax assets at December 31,
1999 are $251,000  relating to allowance  for trading  securities.  There are no
deferred tax assets or liabilities  from  continuing  operations at December 31,
2000.

     Net deferred  tax assets of $252,000  are included in prepaid  expenses and
other current assets in the Consolidated Balance Sheet at December 31, 1999.

     At December 31, 2000, the Company's receivable for income taxes was $80,000
which  is  included  in  prepaid  expenses  and  other  current  assets  in  the
Consolidated  Balance Sheet. At December 31, 1999, the Company's  receivable for
income  taxes was  $343,000,  of which  $130,000  is  included  in  discontinued
operations and $213,000 is included in prepaid expenses and other current assets
in the Consolidated Balance Sheet.

                                      (23)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



     As a result of changes in the ownership of the Company's  Common Stock, the
Company is a Personal  Holding  Company for Federal income tax purposes in 2000.
Therefore,  in order to avoid double  taxation on the  Company,  on November 16,
2000,  the Board of  Directors  declared a special  dividend  of $.18 per share,
payable on December 12, 2000, to stockholders of record at the close of business
on November 27, 2000.

(6)  CONTINGENCIES

     In connection  with the June 1998 sale of Prime's  assets,  Prime agreed to
indemnify the buyer as follows:  (i) for up to $4 million of losses  incurred by
the buyer during the two years following the closing  resulting from breaches of
representations  and  warranties  made by Prime,  (ii) for up to $4  million  of
losses  incurred  by the buyer  during  the four  years  following  the  closing
resulting from certain  environmental  matters, and (iii) for losses incurred by
the buyer  resulting  from  liabilities  of Prime not  assumed by the buyer.  In
connection with Prime's indemnification  obligations,  Prime deposited in escrow
an aggregate of $25.4  million for a period of two years  following the closing.
On June 20, 2000 the escrow  funds were  released to Prime,  since there were no
claims by the buyer.

(7)  STOCKHOLDERS' EQUITY

     There  are  20,000,000  shares of Par Value  $.01 Per  Share  Common  Stock
authorized  and there are 1,000,000  shares of Par Value $5 Per Share  Preferred
Stock  authorized,  of which  4,996,390  shares of Common Stock and no shares of
Preferred Stock are outstanding.

EMPLOYEE STOCK OPTION PLAN

     The Company has an Employee  Stock  Option Plan (the "Stock  Option  Plan")
pursuant to which the Company may grant officers, directors and key employees of
LBP and Prime  options to  purchase  LBP Common  Stock.  The Stock  Option  Plan
provides for the grant of stock options that qualify as incentive  stock options
("ISOs")  under  Section  422  of  the  Code  and  non-qualified  stock  options
("NQSOs").  If a plan of liquidation and dissolution is adopted by stockholders,
no additional options will be granted.

     Under the Stock Option Plan,  since 1994 LBP's Stock Option Plan  Committee
has been  authorized  to grant options to purchase up to an aggregate of 300,000
shares of LBP's Common Stock.  The Committee will determine the period for which
each stock  option  may be  exercisable,  but in no event may a stock  option be
exercisable  more than 10 years  from the date of grant  thereof.  The number of
shares  available under the Stock Option Plan, and the exercise price of options
granted under the Stock Option Plan, are subject to adjustments that may be made
by the  Committee to reflect stock splits,  stock  dividends,  recapitalization,
mergers, or other major corporate action.

     The  exercise  price for  options  granted  under the Stock  Option Plan is
determined by the Committee in its sole discretion;  provided,  however,  in the
case of an ISO  granted to an  optionee,  the  exercise  price shall be at least
equal to 100% of the fair market  value of the shares  subject to such option on
the date of grant.  The  exercise  price may be paid in cash or in shares of LBP
Common Stock.  Options granted under the Stock Option Plan become exercisable in
annual  installments  determined  by the Committee  and  accelerated  vesting is
subject to performance criteria.

                                      (24)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     Transactions in stock options under this plan are summarized as follows:

                                                     Number
                                                    Of Shares      Option Price
--------------------------------------------------------------------------------

Outstanding at December 31, 1997                     208,383       $ 1.375-$3.21
    Granted                                            7,500       $ 3.179
    Exercised                                         (1,000)      $ 1.375
    Canceled                                          (4,000)      $ 1.375
                                                    --------
Outstanding at December 31, 1998                     210,883       $ 1.55-$3.21
    Granted                                            7,500       $ 3.64
    Exercised                                       (159,000)      $ 1.66-$2.26
    Canceled                                            (383)      $ 2.31
                                                    --------
Outstanding at December 31, 1999                      59,000       $ 1.55-$3.64
    Granted                                            7,500       $ 3.48
    Exercised                                        (59,000)      $ 1.55-$3.64
                                                    --------
Outstanding at December 31, 2000                       7,500       $ 3.48
                                                    ========
Exercisable at December 31, 2000                       7,500       $ 3.48
                                                    ========
Options available for grant at December 31, 2000      73,500
                                                    ========

     Stock  options  generally  expire  in five  years  from the  date  they are
granted; options vest over service periods that range from zero to five years.

     The  Company  adopted  the   disclosure-only   option  under  SFAS  No.123,
Accounting for Stock-Based  Compensation as of December 31, 1996. The fair value
of each option grant is  estimated on the date of grant using the  Black-Scholes
option-pricing  model. The weighted average assumptions used for grants included
no dividend  yields,  risk-free  interest rates of 5.0%, 6.0% and 5.5%;  assumed
expected volatilities of 25.9%, 28.0% and 45.2%; and expected lives of 5, 5, and
5 years; for 2000, 1999 and 1998,  respectively.  The number of shares available
for granting  options were 73,500  shares,  81,000  shares and 88,117  shares at
December 31, 2000, 1999 and 1998, respectively.

     If  compensation  cost  for  the  Company's  Stock  Option  Plan  had  been
recognized in the income  statement  based upon the fair market  method,  income
from  continuing  operations  would have been  reduced to the pro forma  amounts
indicated below:

                                                    YEAR ENDED DECEMBER 31,
                                             ---------------------------------
                                              2000          1999         1998
                                             ------        ------       ------
Income (loss) from continuing operations
  (IN THOUSANDS):
         As reported                         $1,579        $  819       $  376
         Pro forma                           $1,591        $  806       $  361
Earnings (loss) per share from
       continuing operations (basic)
         As reported                         $  .32        $  .17       $  .08
         Pro forma                           $  .32        $  .16       $  .07
Earnings (loss) per share from
       continuing operations (diluted)
         As reported                         $  .32        $  .17       $  .08
         Pro forma                           $  .32        $  .16       $  .07

                                      (25)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



     At  December  31,  2000  there  are 7,500  option  shares  outstanding  and
exercisable  at an  exercise  price of $3.48 per share and an average  remaining
life of 5 years.

STOCK PURCHASE PLAN

     Under  the  terms of the  Company's  1995  Employee  Stock  Purchase  Plan,
eligible  employees could purchase shares of the Company's  common stock through
payroll deductions.

     During 1998, 6,212 shares were purchased under the Stock Purchase Plan at a
cost of $2.13 per share.  While there were 296,003  shares  available for future
purchases  under the Plan at December 31,  2000,  the Company does not intend to
utilize this Plan.

COMMON STOCK AND SHARES OUTSTANDING

     The  following   reconciliation   details  the  denominator   used  in  the
computation of basic and diluted earnings per share:

                                                   YEAR ENDED DECEMBER 31,
                                           -------------------------------------
                                                2000          1999          1998
                                           ---------     ---------     ---------
Weighted average shares outstanding
  for basic earnings per share             4,946,467     4,921,313     4,843,010
Common stock equivalents pertaining
  to stock options                            10,510        17,992        51,876
                                           ---------     ---------     ---------
Total for diluted shares                   4,956,977     4,939,305     4,894,886
                                           =========     =========     =========

DIVIDENDS

     The Company  declared a dividend  on its Common  Stock of $.18 per share on
November 17, 2000 which was paid on December 12, 2000 to  stockholders of record
at the close of business on November 27, 2000.

(8)  SHARED SERVICES AGREEMENT

     Pursuant to a Shared Services Agreement with Drew Industries  Incorporated,
the Parent of the  Company  until the  Company  was spun off in July  1994,  the
Company has paid management fees for certain administrative  services as follows
(IN THOUSANDS):

                                                     INCLUDED IN
                                       ---------------------------------------
                                                ADMINISTRATIVE    DISCONTINUED
                                       TOTAL       EXPENSES        OPERATIONS
                                       -----    --------------    ------------

Year ended December 31, 2000            $194         $194
Year ended December 31, 1999            $144         $144
Year ended December 31, 1998            $512         $146             $366

                                      (26)
<PAGE>


                                    LBP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(9)  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     Interim unaudited financial  information follows (IN THOUSANDS,  EXCEPT PER
SHARE AMOUNTS):

                                        First   Second    Third   Fourth
                                       Quarter  Quarter  Quarter  Quarter   Year
--------------------------------------------------------------------------------
Year Ended December 31, 2000
    Income from continuing operations   $ 415    $ 325    $ 346   $  316  $1,402
    Income from discontinued operations    --       --       --      177     177
    Net income                            415      325      346      493   1,579
    Income per basic common share:
      Continuing operations             $ .08    $ .07    $ .07   $  .06  $  .28
      Discontinued operations              --       --       --      .04     .04
      Net income per share                .08      .07      .07      .10     .32
    Income per diluted common share:
      Continuing operations             $ .08    $ .07    $ .07   $  .06  $  .28
      Discontinued operations              --       --       --      .04     .04
      Net income per share                .08      .07      .07      .10     .32

Year Ended December 31, 1999
    Income from continuing operations   $ 328    $ 133    $  34   $  324  $  819
    Income from discontinued operations    --       --      165    3,349   3,514
    Net income                            328      133      199    3,673   4,333
    Income per basic common share:
      Continuing operations             $ .07    $ .03    $ .01   $  .07  $  .17
      Discontinued operations              --       --      .03      .67     .71
      Net income per share                .07      .03      .04      .74     .88
    Income per diluted common share:
      Continuing operations             $ .07    $ .03    $ .01   $  .07  $  .17
      Discontinued operations              --       --      .03      .67     .71
      Net income per share                .07      .03      .04      .74     .88

                                      (27)
<PAGE>


                                    LBP, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
COLUMN A                                               COLUMN B               COLUMN C              COLUMN D       COLUMN E
--------                                               --------     --------------------------      --------       --------
                                                                              ADDITIONS
                                                                    --------------------------
                                                      Balance At     Charged To     Charged To                    Balance At
                                                       Beginning      Costs and        Other                          End
                                                       Of Period      Expenses       Accounts      Deductions      Of Period
              ----------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>                         <C>              <C>


YEAR ENDED DECEMBER 31, 2000:
      Reserve for liquidation losses -
         disposal of businesses                        $    895                                    $     572(A)     $   323

YEAR ENDED DECEMBER 31, 1999:
      Reserve for liquidation losses -                                 $(3,270)(B)
         disposal of businesses                        $  4,009              156                                    $   895

YEAR ENDED DECEMBER 31, 1998:
      Allowance for doubtful accounts
         receivable, trade                             $    627        $   127(C)                  $     265(D)
                                                                                                         489(E)     $  -
      Reserve for liquidation losses -
         disposal of businesses                           3,853              156                                      4,009
</TABLE>


(D)  REPRESENTS  SETTLEMENT  WITH  TRUSTEE OF WHITE METAL  ROLLING AND  STAMPING
     CORP. AND COSTS THEREOF.

(E)  REPRESENTS  REDUCTION  IN RESERVE  FOR LOSSES ON  DISPOSAL  OF WHITE  METAL
     ROLLING AND STAMPING CORP., AS DESCRIBED IN NOTE 4 OF NOTES TO CONSOLIDATED
     FINANCIAL STATEMENTS. (F) CHARGED TO DISCONTINUED OPERATION

(G)  REPRESENTS ACCOUNTS WRITTEN-OFF, NET OF RECOVERIES.

(H)  ACCOUNTS  RECEIVABLE,  TO WHICH THIS RESERVE  APPLIES,  WERE DISPOSED OF IN
     CONNECTION WITH THE SALE OF ASSETS OF PRIME ACQUISITION CORP.

                                      (28)
<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                            Sequentially
NUMBER              DESCRIPTION                                   NUMBERED PAGE

3.                  Articles of Incorporation and By laws.

3.1                 Leslie Building Products, Inc.
                    Certificate of Incorporation, as amended.

3.2                 Leslie Building Products, Inc. By laws.


          Exhibits  3.1 and 3.2 are  incorporated  by  reference to the Exhibits
bearing the same  numbers  indicated  on the  Registration  Statement  of Leslie
Building Products, Inc. on Form 10 (Registration No. 0-24094).

10.       Material Contracts.

10.1      Plan and Agreement of  Distribution  between the  Registrant  and Drew
          Industries Incorporated, dated July 29, 1994.

10.3      Shared Services  Agreement  between the Registrant and Drew Industries
          Incorporated, dated July 29, 1994.

10.4      Tax Matters  Agreement  between  the  Registrant  and Drew  Industries
          Incorporated, dated July 29, 1994.

10.5      1994 Stock Option Plan of the Registrant and Subsidiaries,  dated July
          29, 1994.

10.42     Asset  Purchase  Agreement,   dated  May  26,  1998,  by  and  between
          Leslie-Locke,  Inc., now known as Prime Acquisition  Corp.  ("Seller")
          and BMCA Key  Acquisition  Corp.,  now known as LL Building  Products,
          Inc. ("Buyer").

10.43     First  Escrow  Agreement,  dated June 18, 1998,  by and among  Seller,
          Buyer and The Chase Manhattan Bank ("Escrow Agent").

10.44     Second  Escrow  Agreement,  dated June 18, 1998,  by and among Seller,
          Buyer and the Escrow Agent.

10.45     Net  Proceeds  Escrow  Agreement,  dated June 18,  1998,  by and among
          Seller, Buyer and the Escrow Agent.

10.46     Parent  Guaranty  Agreement,  dated  June  18,  1998,  by and  between
          Registrant and Buyer.

10.47     Stock  Purchase  Agreement,  dated  December  22,  1998,  relating  to
          purchase of 800,000 of Series B 10.5% Cumulative Convertible Preferred
          Stock of Impac Mortgage Holdings, Inc. (the "Impac Preferred Stock")..

10.48     Articles Supplementary of the Impac Preferred Stock.

10.49     Sale and Transfer  Agreement,  dated February 20, 2001,  between Prime
          and Impac Funding Corp.  relating to the sale of 200,000 shares of the
          Impac Preferred Stock.

                                      (29)
<PAGE>


10.50     Securities Purchase Agreement,  dated February 21, 2001, between Prime
          and HBK Master Fund,  L.P.  relating to the sale of 400,000  shares of
          the Impac Preferred Stock.

          Exhibits  10.1-10.5  are  incorporated  by  reference  to the Exhibits
bearing the same numbers  indicated on  Post-Effective  Amendment  No. 1 on Form
10/A,  dated August 30, 1994, to the  Registration  Statement of Leslie Building
Products, Inc. on Form 10 (Registration No. 0-24094).

          Exhibits  10.42 to 10.46 are  incorporated  by  reference  to exhibits
bearing  numbers 1 through 5 included in the  Company's  Current  Report on Form
8-K, dated July 2, 1998.

          Exhibits  10.47 and 10.48 are  incorporated  by  reference to exhibits
bearing  numbers 1 and 2 included in the Company's  Current  Report on Form 8-K,
dated December 28, 1998, as amended.

          Exhibits 10.49 and 10.50 are filed herewith.

21.       Subsidiaries

          Exhibit 21 is filed herewith.                       ________________

23.       Consent of Independent Auditors.

          Exhibit 23 is filed herewith.                       ________________

24.       Powers of Attorney.

          Powers of Attorney of persons signing this Report are included as part
of this Report.

                                      (30)