<PAGE>

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                      FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended SEPTEMBER 25, 1999
                                   ------------------

                                         OR

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

    For the transition period from                 to
                                  ----------------    ---------------

    Commission file number  333-05978
                          -------------

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

         ENGLAND AND WALES                            98-1066997
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

         5445 TRIANGLE PARKWAY, SUITE 350,
              NORCROSS, GEORGIA                                  30092
        (Address of principal executive offices)               (Zip Code)

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

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                            [X] Yes  [ ] No

         As of November 3, 1999, Registrant had outstanding 1,000,000
Ordinary Shares and 34,000,000 Preference Shares.

                               Page 1 of 28
                      Exhibit Index located on page 27



<PAGE>

                     PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                        (THOUSANDS OF U.S. DOLLARS)
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 QUARTERS ENDED                     NINE MONTHS ENDED
                                                        ----------------------------------  ----------------------------------
                                                         SEPTEMBER 25,    SEPTEMBER 26,      SEPTEMBER 25,    SEPTEMBER 26,
                                                             1999              1998              1999              1998
                                                        ---------------- -----------------  ---------------- -----------------
<S>                                                     <C>              <C>                <C>              <C>
Net sales                                               $       152,722         $ 160,211         $ 441,308      $    463,734

Costs and expenses:
     Cost of goods sold                                         122,744           131,728           354,468           381,717
     Selling and general                                         13,923            12,526            41,284            37,341
     Depreciation and amortization                                3,577             3,075            10,404             9,186
                                                        ---------------- -----------------  ---------------- -----------------
        Earnings from operations                                 12,478            12,882            35,152            35,490

Interest expense, net                                           (5,687)           (5,815)          (16,318)          (17,949)
Other income (expense), net                                         360               745             (442)               613
                                                        ---------------- -----------------  ---------------- -----------------
        Earnings before income taxes                              7,151             7,812            18,392            18,154
Provision for income taxes                                        3,041             2,913             7,813             7,298
                                                        ---------------- -----------------  ---------------- -----------------
        Net earnings                                              4,110             4,899            10,579            10,856
Dividends on redeemable preference shares                         1,738             1,514             5,038             4,390
                                                        ---------------- -----------------  ---------------- -----------------
Net earnings available for ordinary shareholders        $         2,372         $   3,385         $   5,541         $   6,466
                                                        ================ =================  ================ =================
</TABLE>

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


                                    2

<PAGE>


               EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                         (THOUSANDS OF U.S. DOLLARS)
                               (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    SEPTEMBER 25,          DECEMBER 25,
                                                                                         1999                  1998
                                                                                  -------------------   -------------------
<S>                                                                               <C>                    <C>
                                                          ASSETS
Current assets:
     Cash and equivalents                                                            $        13,872           $    19,044
     Accounts receivable, net                                                                 91,208                81,845
     Inventories                                                                              78,629                74,735
     Other current assets                                                                      6,034                 4,585
                                                                                  -------------------   -------------------
          Total current assets                                                               189,743               180,209
Property, plant and equipment, net                                                           118,308               117,080
Goodwill, net                                                                                 85,747                76,047
Deferred income taxes                                                                          8,603                 8,588
Other assets                                                                                   8,074                 6,725
                                                                                  -------------------   -------------------
                                                                                      $      410,475            $  388,649
                                                                                  ===================   ===================

                                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Cash overdrafts                                                                  $        3,467            $    1,513
     Accounts payable                                                                         58,492                51,862
     Accrued expenses and other current liabilities                                           22,621                20,904
     Income taxes payable                                                                      9,407                 3,478
     Accrued interest payable                                                                  8,293                 4,712
     Current maturities of long-term debt                                                      6,266                 9,182
                                                                                  -------------------   -------------------
          Total current liabilities                                                          108,546                91,651
Long-term debt, less current maturities                                                      211,590               208,496
Other liabilities                                                                             10,708                13,100
Deferred income taxes                                                                         15,978                19,398
                                                                                  -------------------   -------------------
          Total liabilities                                                                  346,822               332,645
                                                                                  -------------------   -------------------
Redeemable preference shares                                                                  51,377                46,339
                                                                                  -------------------   -------------------
Ordinary shareholders' equity:
     Ordinary shares                                                                           1,000                 1,000
     Retained earnings                                                                        16,888                11,347
     Accumulated other comprehensive loss                                                     (5,612)               (2,682)
                                                                                  -------------------   -------------------
             Total ordinary shareholders' equity                                              12,276                 9,665
                                                                                  -------------------   -------------------
                                                                                      $      410,475            $  388,649
                                                                                  ===================   ===================
</TABLE>
 The accompanying notes are an integral part of these condensed consolidated
                         financial statements.

                                     3

<PAGE>

              EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (THOUSANDS OF U.S. DOLLARS)
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              NINE MONTHS ENDED
                                                                                  ------------------------------------------
                                                                                     SEPTEMBER 25,         SEPTEMBER 26,
                                                                                         1999                  1998
                                                                                  --------------------   -------------------
<S>                                                                               <C>                    <C>
Net cash provided by operating activities                                            $         24,501         $      23,165
                                                                                  --------------------   -------------------
Cash flows from investing activities:
       Purchases of businesses                                                               (23,155)                     -
       Proceeds from sales of assets                                                              660                   587
       Capital expenditures                                                                  (10,154)               (9,451)
                                                                                  --------------------  --------------------
            Net cash used in investing activities                                            (32,649)               (8,864)
                                                                                  --------------------  --------------------
Cash flows from financing activities:
       Repayments of long-term debt                                                          (34,039)              (33,371)
       Proceeds from long-term debt                                                            34,700                17,573
       Proceeds from sale of currency swap                                                          -                 7,580
       Other                                                                                    1,954                     -
                                                                                  --------------------  -------------------
            Net cash provided by (used in) financing activities                                 2,615               (8,218)
                                                                                  -------------------  --------------------
Effect of exchange rate changes on cash                                                           361               (2,717)
                                                                                  --------------------  --------------------
Net increase (decrease) in cash and equivalents                                               (5,172)                 3,366
Cash and equivalents at beginning of period                                                    19,044                12,914
                                                                                  --------------------  --------------------
Cash and equivalents at end of period                                                $         13,872            $   16,280
                                                                                  ====================  ====================

Non-cash investing and financing activities:
        Payables for non-compete agreement
            associated with purchase of business                                     $            500           $         -
        Dividends accrued on redeemable preference shares                            $          5,038           $     4,390

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

                                  4
<PAGE>

           EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     (THOUSANDS OF U.S. DOLLARS)
                            (UNAUDITED)

1.   BASIS OF PRESENTATION:

For purposes of this report, the "Company" or the "Group" refers to Euramax
International Limited, formerly Euramax International plc, ("Euramax") and
Subsidiaries, collectively. The Company was re-registered as a private
limited company in the United Kingdom on September 29, 1999, at which time
its name was changed to Euramax International Limited. The re-registration of
Euramax was completed to relieve certain administrative and regulatory
burdens in anticipation of a reorganization of the Company, more fully
described in the following paragraphs.

Euramax is a holding company organized by an investor group to acquire,
through its wholly owned subsidiaries, certain portions of the fabricated
products operations of Alumax Inc. ("Alumax"). The Acquisition was completed
September 25, 1996. Aluminum Company of America acquired Alumax in May of
1998. For detailed information regarding the organization and the
Acquisition, see Note 1 to the Consolidated Financial Statements of the
Company as of and for the year ended December 25, 1998, set forth in the
Company's Form 10-K.

At the time of the Acquisition, the investor group believed a future listing
of the Company on the London Stock Exchange or a future trade sale within the
United Kingdom seemed more likely than a future listing or trade sale within
the United States. Accordingly, the Group was structured with a United
Kingdom holding company. However, since the Acquisition, the investor group
and the board of directors of the Company believe that a future listing or
trade sale of the group in the United Kingdom has become less likely than a
listing or trade sale in the United States (although there are no immediate
plans for any such sale or listing, and any decision to sell the Company or
obtain a listing for its shares will only be made if and when the Company's
board of directors considers this to be in the best interests of the Company
and its shareholders). Additionally, the operation of the Group under a
United Kingdom holding company has resulted in certain financial and
administrative inefficiencies.

The principal purpose of the reorganization will be to put into place a new
holding company for the Group organized in the United States (the
"Reorganization"). The Reorganization will be accomplished in part by means
of a "scheme of arrangement" under section 425 of the United Kingdom
Companies Act 1985, a United Kingdom judicial proceeding requiring the
consent of the registered holders of the Company's Senior Subordinated Notes,
the lenders under the Company's Credit Agreement, and the holders of each
class of shares of Euramax. Subsequent to the Reorganization, the new United
States holding company, Euramax International, Inc., will become the
reporting company for the consolidated Group. In addition, Euramax
International, Inc. and Amerimax Fabricated Products, Inc. will guarantee the
Company's Senior Subordinated Notes. The Company believes that the
Reorganization will have no material adverse effect on the operations of the
Group or on the registered holders of the Senior Subordinated Notes. For
detailed information regarding the Senior Subordinated Notes and the Credit
Agreement, see Note 5 to the Consolidated Financial Statements of the Company
as of and for the year ended December 25, 1998, set forth in the Company's
Form 10-K. The Reorganization is expected to be complete by December 31, 1999.

The Condensed Consolidated Financial Statements of the Company have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC"). In the opinion of the management of the
Company, these statements include all adjustments necessary for a fair
presentation of the results of all interim periods reported herein. All
adjustments are of a normal recurring nature unless otherwise disclosed.
Management believes that the disclosures made are adequate for a fair
presentation of

                                  5
<PAGE>

               EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)



1.   BASIS OF PRESENTATION (CONTINUED):

results of operations, financial position and cash flows. These Condensed
Consolidated Financial Statements should be read in conjunction with the
year-end consolidated financial statements and accompanying notes included in
the Company's Annual Report on Form 10-K for the year ended December 25,
1998. Operating results for the period ended September 25, 1999, are not
necessarily indicative of future results that may be expected for the year
ending December 31, 1999.

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

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

On June 3, 1999, the Company's wholly owned subsidiary, Amerimax Fabricated
Products, Inc., purchased all of the issued and outstanding capital stock of
Atlanta Metal Products, Inc. ("AMP") for approximately $16.5 million,
including estimated adjustments for changes in working capital required by
the purchase agreement and approximately $560.8 thousand of transaction
expenses.

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

The pro forma operating results of the Company for the nine months ended
September 25, 1999, assuming the above noted companies were acquired on
January 1, 1999, would not have been materially different from the results
presented in the Condensed Consolidated Financial Statements.

Certain 1998 amounts have been reclassified to conform to current year
presentation.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

For information regarding significant accounting policies, see Note 2 to the
Consolidated Financial Statements of the Company for the year ended December
25, 1998, set forth in the Company's Annual Report on Form 10-K.

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS
133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000 (December 31, 2001 for the Company). SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. For fair-value hedge

                                    6
<PAGE>

                EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

transactions in which the Company is hedging changes in the fair value of an
asset, liability, or firm commitment, changes in the fair value of the
derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. For cash-flow hedge transactions, in
which the Company is hedging the variability of cash flows related to a
variable-rate asset, liability, or a forecasted transaction, changes in the
fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that
are reported in other comprehensive income will be reclassified as earnings
in the periods in which earnings are impacted by the variability of the cash
flows of the hedged item. The ineffective portion of all hedges will be
recognized in current-period earnings. Management is currently reviewing the
provisions of SFAS No. 133 and does not believe that the Company's financial
statements will be materially impacted upon adoption.

3.  INVENTORIES:

Inventories were comprised of:
<TABLE>
<CAPTION>
                                           SEPTEMBER 25,       DECEMBER 25,
                                               1999               1998
                                        ------------------- ------------------
 <S>                                     <C>                <C>
 Raw materials                           $       54,249     $        53,247
 Work in process                                 11,347              10,172
 Finished products                               13,033              11,316
                                        ------------------- ------------------
                                          $      78,629     $        74,735
                                        =================== ==================
</TABLE>
4.  LONG-TERM OBLIGATIONS:

Effective April 6, 1999, the Company amended its Credit Agreement to, among
other items, allow for the Color Clad and AMP acquisitions, allow for the
prepayment of the Term Loans under the Dutch Guilder facility, and to
permanently waive the 1998 Excess Cash Flow Provision.

For detailed information regarding the Company's long-term obligations, see
Note 5 to the Consolidated Financial Statements of the Company for the year
ended December 25, 1998, set forth in the Company's Annual Report on Form
10-K.

5.  COMMITMENTS AND CONTINGENCIES:

LITIGATION

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

                                     7
<PAGE>

                EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (THOUSANDS OF U.S. DOLLARS)
                               (UNAUDITED)


5.  COMMITMENTS AND CONTINGENCIES (CONTINUED):

ENVIRONMENTAL MATTERS

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

The Company has been named as a defendant in lawsuits or as a potentially
responsible party in state and Federal administrative and judicial
proceedings seeking contribution for costs associated with the investigation,
analysis, correction and remediation of environmental conditions at various
hazardous waste disposal sites. The Company continues to monitor these
actions and proceedings and to vigorously defend both its own interests as
well as the interests of its affiliates. The Company's ultimate liability in
connection with present and future environmental claims will depend on many
factors, including its volumetric share of the waste at a given site, the
remedial action required, the total cost of remediation, and the financial
viability and participation of the other entities that also sent waste to the
site. Once it becomes probable that the Company will incur costs in
connection with remediation of a site and such costs can be reasonably
estimated, the Company establishes or adjusts its reserve for its projected
share of these costs. Based upon current law and information known to the
Company concerning the size of the sites known to it, anticipated costs,
their years of operations and the number of other potentially responsible
parties, management believes that it has adequate reserves for the Company's
potential share of the estimated aggregate liability for the costs of
remedial actions and related costs and expenses. In addition, the Company
establishes reserves for remedial measures required from time to time at its
own facilities. Management believes that the reasonably probable outcomes of
these matters will not materially exceed established reserves and will not
have a material impact on the future financial position, net earnings or cash
flows of the Company. The Company's reserves, expenditures and expenses for
all environmental exposures were not significant for any of the dates or
periods presented.

In connection with the Acquisition of the Company from Alumax on September
25, 1996, the Company was indemnified by Alumax for substantially all of its
costs, if any, related to environmental matters for occurrences arising prior
to the closing date of the acquisition during the period of time it was owned
directly or indirectly by Alumax. Such indemnification includes costs that
may ultimately be incurred to contribute to the remediation of certain
specified existing National Priorities List ("NPL") sites for which the
Company had been named a potentially responsible party under the federal
Comprehensive Environmental Response, Compensation, and Liability Information
System ("CERCLA") as of the closing date of the acquisition, as well as
certain potential costs for sites listed on state hazardous cleanup lists.
With respect to all other environmental matters, Alumax's obligations are
limited to $125.0 million. However, notwithstanding the indemnity, the
Company does not believe that it has any significant probable liability for
environmental claims. Further, the Company believes it to be unlikely that
the Company would be required to bear environmental costs in excess of its
pro rata share of such costs as a potentially responsible party under CERCLA.

6.  COMPREHENSIVE INCOME:

For the nine months ended September 25, 1999 and September 26, 1998,
comprehensive income was approximately $7.6 million and $12.5 million,
respectively. Other comprehensive income refers to revenue, expenses, gains
and losses that are reflected in stockholders' equity but excluded from net
earnings. For the Company, the components of other comprehensive income are
principally foreign currency translation adjustments and minimum pension
liability adjustments. Other comprehensive income (loss), net of tax, for the

                                    8
<PAGE>

               EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        (THOUSANDS OF U.S. DOLLARS)
                                 (UNAUDITED)


6.  COMPREHENSIVE INCOME (CONTINUED):

nine months ended  September 25, 1999 and September 26, 1998,  was
approximately  ($2.9) million and $1.7 million, respectively.

7.  SEGMENT INFORMATION:

For detailed information regarding the Company's reportable segments, see
Note 13 to the Consolidated Financial Statements of the Company for the year
ended December 25, 1998, set forth in the Company's Annual Report on Form
10-K.

The table below presents information about reported segments and a
reconciliation of total segment sales to total consolidated sales and of
total segment EBITDA to total consolidated earnings before income taxes, for
the quarters and nine months ended September 25, 1999 and September 26, 1998.

<TABLE>
<CAPTION>
                                                          QUARTERS ENDED                         NINE MONTHS ENDED
                                              ----------------------------------------  ---------------------------------------
                                              SEPTEMBER 25, 1999   SEPTEMBER 26, 1998   SEPTEMBER 25, 1999   SEPTEMBER 26, 1998
                                              -------------------  -------------------  ------------------- -------------------
<S>                                                 <C>                  <C>                  <C>                 <C>
SALES
European Roll Coating                                $    31,768          $    36,937          $   103,136           $  122,980
U.S. Fabrication                                         108,962              111,664              294,750              300,451
European Fabrication                                      12,637               13,217               45,399               48,963
                                              -------------------  -------------------  -------------------    ----------------
Total segment sales                                      153,367              161,818              443,285              472,394

Eliminations                                               (645)              (1,607)              (1,977)               (8,660)
                                              -------------------  -------------------  -------------------    ----------------
  Consolidated net sales                             $   152,722          $   160,211          $   441,308           $  463,734
                                              ===================  ===================  ===================    ================

EBITDA
European Roll Coating                                $     4,522          $     4,702          $    15,145           $   17,511
U.S. Fabrication                                          11,353               11,358               27,950               25,076
European Fabrication                                       1,456                1,525                5,337                6,029
                                              -------------------  -------------------  -------------------    ----------------
Total EBITDA for reportable segments                      17,331               17,585               48,432               48,616

Expenses that are not segment specific                     (916)                (883)              (3,318)              (3,327)
Depreciation and amortization                            (3,577)              (3,075)             (10,404)              (9,186)
Interest expense, net                                    (5,687)              (5,815)             (16,318)             (17,949)
                                              -------------------  -------------------  -------------------    ----------------
  Consolidated earnings before income taxes           $    7,151          $     7,812          $    18,392           $   18,154
                                              ===================  ===================  ===================    ================
</TABLE>

                                     9
<PAGE>

                  EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)



7.   SEGMENT INFORMATION (CONTINUED):

The following table reflects revenues from external customers by groups of
similar products for the quarters and nine months ended September 25, 1999 and
September 26, 1998:
<TABLE>
<CAPTION>
                                                                        QUARTERS ENDED                  NINE MONTHS ENDED
                                                                -------------------------------  ---------------------------------
                                                                SEPTEMBER 25,     SEPTEMBER 26,    SEPTEMBER 25,     SEPTEMBER 26,
   CUSTOMERS/MARKETS                PRIMARY PRODUCTS                1999              1998             1999              1998
-------------------------   ----------------------------------  --------------  ---------------  ---------------  ----------------
<S>                         <C>                                     <C>             <C>              <C>              <C>
Original Equipment          Painted aluminum sheet and coil;
Manufacturers ("OEMs")        fabricated painted aluminum,
                              laminated and fiberglass
                              panels; RV doors, windows and
                              roofing; and composite
                              building panels                       $  61,435         $ 64,432        $ 198,801         $ 212,855

Rural Contractors           Steel and aluminum roofing and
                            siding                                     32,926           37,185           87,469            91,819

Home Centers                Raincarrying systems, roofing
                              accessories, windows, doors,
                              and shower enclosures                    26,924           26,569           65,883            67,241

Manufactured Housing        Steel siding and trim components
                                                                       10,903           14,149           35,144            43,591

Distributors                Metal coils, raincarrying
                              systems and roofing accessories
                                                                        8,761            5,785           20,882            17,622

Industrial and              Standing seam panels and siding
Architectural                 and roofing accessories
Contractors                                                             5,118            6,358           13,776            15,767

Home                        Vinyl replacement windows; metal
Improvement                   roofing and insulated roofing
Contractors                   panels; shower, patio and
                              entrance doors; and awnings
                                                                        6,655            5,733           19,353            14,839
                                                                --------------  ---------------  ---------------  ----------------
                                                                    $ 152,722        $ 160,211        $ 441,308         $ 463,734
                                                                ==============  ===============  ===============  ================
</TABLE>
                                     10

<PAGE>

               EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)



8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS:

On September 25, 1996, Euramax purchased the Company from Alumax. The
acquisition was financed, in part, through Senior Subordinated Notes due 2006
(the "Notes"). The Notes are primary obligations of Euramax (the "Parent"). The
United Kingdom and The Netherlands holding company subsidiaries of Euramax are
co-obligors under the Notes (the "Co-obligors"). The United States holding
company subsidiary of Euramax (the "Guarantor") has provided a full and
unconditional guarantee of the Notes. The following Supplemental Condensed
Combined Financial Statements as of and for the quarters and nine months ended
September 25, 1999 and September 26, 1998, reflect the financial position and
results of operations of each of the Parent, the Co-Obligors and Guarantor
entities, and such combined information of the Non-Guarantor Subsidiaries. The
Co-obligors and the Guarantor are wholly owned subsidiaries of Euramax and are
each jointly, severally, fully, and unconditionally liable under the Notes.
Separate complete financial statements of each Co-obligor and of the Guarantor
are not presented because management has determined that they are not material
to investors.
<TABLE>
<CAPTION>
                                                                  QUARTER ENDED SEPTEMBER 25, 1999
                                   -----------------------------------------------------------------------------------------------
                                          CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                   ------------------------------------------------------
                                                               EURAMAX      EURAMAX
                                     EURAMAX     AMERIMAX     EUROPEAN      EUROPEAN
                                   INTERNATIONAL HOLDINGS,    HOLDINGS      HOLDINGS
                                     LIMITED       INC.         PLC          B.V.        NON-GUARANTOR   CONSOLIDATED
                                    (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)  SUBSIDIARIES    ELIMINATIONS    TOTALS
                                   ------------ ------------  ------------ ------------- --------------  ------------ -------------
<S>                                <C>          <C>           <C>           <C>           <C>             <C>          <C>
Net Sales                          $          -   $        -    $        -   $         -   $     152,722  $        -   $     152,722

Cost and expenses:
    Cost of goods sold                        -            -             -             -         122,744           -         122,744
    Selling and general                     726            -             -             -          13,197           -          13,923
    Depreciation and amortization             -            -             -             -           3,577           -           3,577
                                   ------------ ------------  ------------ -------------  -------------- ------------  -------------
       Earnings (loss) from
        operations                        (726)            -             -             -          13,204           -          12,478

Equity in earnings (loss) of
    subsidiaries                          4,611        3,339         (836)         1,816               -     (8,930)               -
Interest expense, net                         -        (457)         (158)         (124)         (4,948)           -         (5,687)
Other income (expense), net                   -            -           982            59           (681)           -             360
                                   ------------ ------------   ------------ ------------- --------------  ------------ -------------

       Earnings (loss) before income
        taxes                             3,885        2,882          (12)         1,751           7,575     (8,930)           7,151

Provision (benefit) for income taxes      (225)        (178)           263          (13)           3,194           -           3,041
                                   ------------ ------------  ------------ -------------   -------------- ------------ -------------

Net earnings (loss)                       4,110        3,060         (275)         1,764           4,381     (8,930)           4,110


Dividends on redeemable preference
    shares                                1,738            -             -             -               -           -           1,738
                                    ------------ ------------  ------------ -------------  -------------- ------------ -------------

Net earnings (loss) available for
    ordinary shareholders          $      2,372  $     3,060   $     (275)  $      1,764   $       4,381  $  (8,930)   $       2,372
                                   ============  ============  ===========  =============  ============== ============ =============
</TABLE>

                                    11
<PAGE>

                EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         (THOUSANDS OF U.S. DOLLARS)
                                 (UNAUDITED)

8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
                                                                  QUARTER ENDED SEPTEMBER 26, 1998
                                  -------------------------------------------------------------------------------------------------
                                         CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                  ------------------------------------------------------
                                    EURAMAX      AMERIMAX       EURAMAX     EURAMAX
                                  INTERNATIONAL HOLDINGS,      EUROPEAN    EUROPEAN
                                    LIMITED        INC.      HOLDINGS PLC HOLDINGS B.V.  NON-GUARANTOR                CONSOLIDATED
                                   (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)   SUBSIDIARIES   ELIMINATIONS     TOTALS
                                  ------------ ------------- ------------ -------------- -------------- ------------- -------------
<S>                               <C>          <C>           <C>          <C>            <C>            <C>           <C>
Net Sales                             $     -      $      -      $     -       $      -    $   160,211      $      -    $  160,211

Cost and expenses:
    Cost of goods sold                      -             -            -              -        131,728             -       131,728
    Selling and general                     -             -            -              -         12,526             -        12,526
    Depreciation and amortization           -             -            -              -          3,075             -         3,075
                                  ------------ ------------- ------------ -------------- -------------- ------------- -------------

       Earnings from operations             -             -            -              -         12,882             -        12,882

Equity in earnings (loss) of
    subsidiaries                        4,899         3,759        (490)          (147)              -       (8,021)             -
Interest expense, net                       -         (456)        (199)          (145)        (5,015)             -       (5,815)
Other income (expense), net                 -             -          622          2,891        (2,768)             -           745
                                  ------------ ------------- ------------ -------------- -------------- ------------- -------------

       Earnings (loss) before
          income taxes                  4,899         3,303         (67)          2,599          5,099       (8,021)         7,812

Provision (benefit) for income
    taxes                                   -         (212)           71          1,077          1,977             -         2,913
                                  ------------ ------------- ------------ -------------- -------------- ------------- -------------

Net earnings (loss)                     4,899         3,515        (138)          1,522          3,122       (8,021)         4,899

Dividends on redeemable preference
    shares                              1,514             -            -              -              -             -         1,514
                                  ------------ ------------- ------------ -------------- -------------- ------------- -------------

Net earnings (loss) available for
    ordinary shareholders           $   3,385     $   3,515    $   (138)     $    1,522     $    3,122     $  (8,021)    $   3,385
                                  ============ ============= ============ ============== ============== ============= ============
</TABLE>
                                      12

<PAGE>

               EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          (THOUSANDS OF U.S. DOLLARS)
                                  (UNAUDITED)

8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED SEPTEMBER 25, 1999
                                -------------------------------------------------------------------------------------------------
                                        CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                ------------------------------------------------------
                                   EURAMAX      AMERIMAX       EURAMAX      EURAMAX
                                 INTERNATIONAL HOLDINGS,      EUROPEAN     EUROPEAN
                                   LIMITED        INC.      HOLDINGS PLC HOLDINGS B.V.  NON-GUARANTOR                CONSOLIDATED
                                  (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)   SUBSIDIARIES   ELIMINATIONS     TOTALS
                                 ------------ ------------- ------------ -------------- -------------- ------------- -------------
<S>                              <C>          <C>           <C>          <C>            <C>            <C>           <C>
Net Sales                            $     -      $      -      $     -       $      -    $   441,308      $      -    $  441,308

Cost and expenses:
    Cost of goods sold                     -             -            -              -        354,468             -       354,468
    Selling and general                2,148             -            -              2         39,134             -        41,284
    Depreciation and amortization          -             -            -              -         10,404             -        10,404
                                 ------------ ------------- ------------ -------------- -------------- ------------- -------------

       Earnings (loss) from
        operations                   (2,148)                                       (2)         37,302             -        35,152

Equity in earnings of subsidiaries    12,063         7,478          827          7,626              -      (27,994)             -
Interest expense, net                      -       (1,369)         (25)          (257)       (14,667)             -      (16,318)
Other income (expense), net              (3)             -        (498)        (4,093)          4,152             -         (442)
                                 ------------ ------------- ------------ -------------- --------------- ------------- ------------

       Earnings before income taxes    9,912         6,109          304          3,274         26,787      (27,994)        18,392

Provision (benefit) for income
    taxes                               (667)         (534)        (152)        (1,495)         10,661             -         7,813
                                 ------------ ------------- ------------ -------------- --------------- ------------- ------------

Net earnings                          10,579         6,643          456          4,769         16,126      (27,994)        10,579

Dividends on redeemable preference
    shares                             5,038             -            -              -              -             -         5,038
                                 ------------ ------------- ------------ --------------- ------------- ------------- -------------

Net earnings available for
    ordinary shareholders         $    5,541     $   6,643     $    456      $   4,769     $   16,126   $  (27,994)    $    5,541
                                 ============ ============= ============ ============== =============== ============= ============
</TABLE>

                                       13
<PAGE>

                EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)



8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED SEPTEMBER 26, 1998
                                -------------------------------------------------------------------------------------------------
                                       CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                ------------------------------------------------------
                                  EURAMAX      AMERIMAX       EURAMAX      EURAMAX
                                INTERNATIONAL HOLDINGS,      EUROPEAN     EUROPEAN
                                  LIMITED        INC.      HOLDINGS PLC HOLDINGS B.V.  NON-GUARANTOR                CONSOLIDATED
                                 (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)   SUBSIDIARIES   ELIMINATIONS     TOTALS
                                ------------ ------------  ------------ -------------- -------------- ------------- -------------
<S>                             <C>          <C>           <C>          <C>            <C>            <C>           <C>

Net Sales                           $      -     $      -    $       -      $       -    $   463,734      $       -   $  463,734

Cost and expenses:
    Cost of goods sold                     -            -            -              -        381,717              -      381,717
    Selling and general                  128            -            -              -         37,213              -       37,341
    Depreciation and amortization          -            -            -              -          9,186              -        9,186
                                 ------------ ------------  -----------  -------------  -------------- ------------  ------------

    Earnings (loss) from
     operations                         (128)           -            -              -         35,618              -       35,490

Equity in earnings of subsidiaries    11,023        4,216        2,013          4,656              -        (21,908)           -
Interest expense, net                      -       (1,369)        (628)          (374)       (15,578)             -      (17,949)
Other income (expense), net                -            -          349          2,138         (1,874)             -          613
                                 ------------ ------------  -----------  -------------  -------------- ------------  ------------

    Earnings before income taxes      10,895        2,847        1,734          6,420         18,166        (21,908)      18,154

Provision (benefit) for income
    taxes                                 39         (619)         (91)           688          7,281              -        7,298
                                 ------------ ------------  -----------  -------------  -------------- ------------  ------------

Net earnings                          10,856        3,466        1,825          5,732         10,885        (21,908)      10,856

Dividends on redeemable preference
    shares                             4,390            -            -              -              -              -        4,390
                                 ------------ ------------  -----------  -------------  -------------- ------------  ------------

Net earnings available for
    ordinary shareholders           $  6,466     $  3,466    $   1,825      $   5,732     $   10,885       $(21,908)   $   6,466
                                 ============ ============  ===========  =============  ============== ============= ============
</TABLE>

                                         14
<PAGE>

                   EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          (THOUSANDS OF U.S. DOLLARS)
                                  (UNAUDITED)


8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
                                                                        SEPTEMBER 25, 1999
                                -------------------------------------------------------------------------------------------------
                                       CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                ------------------------------------------------------
                                  EURAMAX      AMERIMAX       EURAMAX      EURAMAX
                                INTERNATIONAL HOLDINGS,      EUROPEAN     EUROPEAN
                                  LIMITED        INC.      HOLDINGS PLC HOLDINGS B.V.  NON-GUARANTOR                CONSOLIDATED
                                 (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)   SUBSIDIARIES   ELIMINATIONS     TOTALS
                                ------------ ------------  ------------ -------------- -------------- ------------- -------------
<S>                              <C>           <C>          <C>             <C>            <C>          <C>           <C>
                                                                                   ASSETS
Current assets:
     Cash and equivalents        $         -   $        -   $          -   $           -  $    13,872    $         -   $   13,872
     Accounts receivable, net             53            -              -               -       91,155              -       91,208
     Inventories                           -            -              -               -       78,629              -       78,629
     Other current assets                  -            -              -               -        6,034              -        6,034
                                 ------------  -----------  -------------   -------------  -----------  ------------  ------------
        Total current assets              53            -              -               -      189,690              -      189,743
Property, plant and equipment, net         -            -              -               -      118,308              -      118,308
Amounts due from parent/affiliates    74,773       86,225         45,834          43,594       45,826       (296,252)           -
Goodwill, net                              -            -              -               -       85,747              -       85,747
Investment in consolidated
    subsidiaries                      67,177       40,037          1,240          26,108            -       (134,562)           -
Deferred income taxes                      -            -              -               -        8,603              -        8,603
Other assets                           1,656            -            670             707        5,041              -        8,074
                                 ------------  -----------  -------------   -------------  -----------  ------------  ------------
                                  $  143,659    $ 126,262    $    47,744     $    70,409    $ 453,215    $  (430,814)  $  410,475
                                 ============  ===========  =============   =============  ===========  =============  ===========

                                                                    LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Cash overdrafts              $        -    $        -   $         -     $         -    $   3,467     $       -    $   3,467
     Accounts payable                      -             -             -               -       58,492             -       58,492
     Accrued expenses and other
      current liabilities                 29             -             -               -       22,592             -       22,621
     Income taxes payable             (1,554)      (2,622)        (1,335)          4,413       10,505             -        9,407
     Accrued interest payable              -        3,971          1,795           1,737          790             -        8,293
     Current maturities of
      long-term debt                       -            -              -               -        6,266             -        6,266
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
         Total current liabilities    (1,525)       1,349            460           6,150      102,112             -      108,546
Long-term debt, less current
    maturities                        70,605            -         27,179          37,216       76,590             -      211,590
Amounts due to parent/affiliates      10,926       93,407         10,684           2,743      178,492      (296,252)           -
Other liabilities                          -            -              -               -       10,708             -       10,708
Deferred income taxes                      -            -              -               -       15,978             -       15,978
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
         Total liabilities            80,006       94,756         38,323          46,109      383,880      (296,252)     346,822
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
Redeemable preference shares          51,377            -              -               -            -             -       51,377
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
Ordinary shareholders' equity:
     Ordinary shares                   1,000            -             78              23        4,970        (5,071)       1,000
     Paid-in capital                       -       17,000          6,922           9,077       89,458      (122,457)           -
     Retained earnings (deficit)      16,888       14,767          4,475          17,731      (20,349)      (16,624)      16,888
     Accumulated other
      comprehensive loss              (5,612)        (261)        (2,054)         (2,531)      (4,744)        9,590      (5,612)
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
         Total ordinary
             shareholders' equity     12,276       31,506          9,421          24,300       69,335      (134,562)      12,276
                                 ------------  -----------  -------------   -------------  -----------  ------------  -----------
                                  $  143,659    $ 126,262   $     47,744    $     70,409    $ 453,215   $  (430,814)   $ 410,475
                                 ============  ===========  =============   =============  ===========  ============  ===========
</TABLE>
                                      15

<PAGE>

              EURAMAX INTERNATIONAL LIMITED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           (THOUSANDS OF U.S. DOLLARS)
                                   (UNAUDITED)


8.   SUPPLEMENTAL CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED):
<TABLE>
<CAPTION>
                                                                       DECEMBER 25, 1998
                                -------------------------------------------------------------------------------------------------
                                       CO-OBLIGORS AND GUARANTOR SUBSIDIARIES
                                ------------------------------------------------------
                                  EURAMAX      AMERIMAX       EURAMAX      EURAMAX
                                INTERNATIONAL HOLDINGS,      EUROPEAN     EUROPEAN
                                  LIMITED        INC.      HOLDINGS PLC HOLDINGS B.V.  NON-GUARANTOR                CONSOLIDATED
                                 (PARENT)    (GUARANTOR)   (CO-OBLIGOR) (CO-OBLIGOR)   SUBSIDIARIES   ELIMINATIONS     TOTALS
                                ------------ ------------  ------------ -------------- -------------- ------------- -------------
<S>                              <C>           <C>          <C>             <C>            <C>          <C>           <C>
                                                                                   ASSETS
Current assets:
     Cash and equivalents      $           -  $          -  $          -  $            - $     19,044 $           - $      19,044
     Accounts receivable, net              -             -             -               -       81,845             -        81,845
     Inventories                           -             -             -               -       74,735             -        74,735
     Other current assets                  -             -             -               -        4,585             -         4,585
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
          Total current assets             -             -             -               -      180,209             -       180,209
Property, plant and equipment, net         -             -             -               -      117,080                     117,080
Amounts due from parent/affiliates    73,197        72,188        43,622          46,447       93,168     (328,622)             -
Goodwill, net                              -             -             -               -       76,047             -        76,047
Investment in consolidated
     subsidiaries                     57,951        32,559           357          20,846            -     (111,713)             -
Deferred income taxes                      -             -             -               -        8,588                       8,588
Other assets                           1,834             -           756             871        3,264             -         6,725
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
                                 $   132,982    $  104,747    $   44,735     $    68,164   $  478,356   $ (440,335)   $   388,649
                                 ============   ===========   ===========    ============  ===========  ============  ============

                                                                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Cash overdrafts             $         -    $        -    $        -     $         -   $    1,513   $         -   $     1,513
     Accounts payable                      -             -             -               -       51,862             -        51,862
     Accrued expenses and other
      current liabilities                305             -             -               -       20,599             -        20,904
     Income taxes payable              (882)       (2,088)       (1,207)           1,095        6,560              -        3,478
     Accrued interest payable              -         1,986           913             967          846             -         4,712
     Current maturities of long-
      term debt                            -             -             -               -        9,182             -         9,182
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
         Total current liabilities     (577)         (102)         (294)           2,062       90,562             -        91,651
Long-term debt, less current
     maturities                       70,605             -        27,179          37,216       73,496             -       208,496
Amounts due to parent/affiliates       6,950        79,987         8,792           7,019      225,874     (328,622)             -
Other liabilities                          -             -             -               -       13,100             -        13,100
Deferred income taxes                      -             -             -               -       19,398             -        19,398
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
         Total liabilities            76,978        79,885        35,677          46,297      422,430     (328,622)       332,645
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
Redeemable preference shares          46,339             -             -               -            -             -        46,339
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
Ordinary shareholders' equity:
     Ordinary shares                   1,000             -            78              23        4,970       (5,071)         1,000
     Paid-in capital                       -        17,000         6,922           9,077       89,458     (122,457)             -
     Retained earnings (deficit)      11,347         8,124         4,019          12,962     (36,475)        11,370        11,347
     Accumulated other
      comprehensive loss             (2,682)         (262)       (1,961)           (195)      (2,027)         4,445       (2,682)
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
         Total ordinary
          shareholders' equity         9,665        24,862         9,058          21,867       55,926     (111,713)         9,665
                                 ------------   -----------   -----------    ------------  -----------  ------------  ------------
                                 $   132,982    $  104,747    $   44,735     $    68,164   $  478,356   $ (440,335)   $   388,649
                                 ============   ===========   ===========    ============  ===========  ============  ============
</TABLE>
                                               16

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements included elsewhere in this document, as
well as the year-end consolidated financial statements and management's
discussion and analysis included in the Company's Annual Report on Form 10-K
for the year ended December 25, 1998.

BUSINESS STRATEGY

The Company's strategy is to expand its leadership position as a producer of
aluminum and steel products and to further diversify product offerings,
customers and geographic regions in which it operates. Under this strategy,
the Company is pursuing organic growth through product development, new
territories and new customers. Also under this strategy, during the nine
months ended September 25, 1999, the Company successfully completed three
acquisitions. On February 5, 1999, the Company acquired certain assets
related to the building materials business of Unimet Manufacturing, Inc.
("Unimet"). The acquisition was completed to expand the Company's customer
base for metal raincarrying systems sold to the home center, buying
cooperative and building distributor markets in the United States. In
addition, on April 23, 1999, the Company completed an acquisition of all of
the outstanding shares of Color Clad plc, a U.K. corporation ("Color Clad").
Color Clad is a producer of aluminum exterior walls and roofs sold primarily
to U.K. producers of recreational vehicles (caravans). The acquisition
supplements the Company's leading position as a supplier of such products in
Western Europe. Further, on June 3, 1999, the Company acquired all of the
outstanding shares of Atlanta Metal Products, Inc. ("AMP"). AMP is a producer
and distributor of custom and standard metal raincarrying, roofing, and
accessory products for the building and construction market, primarily in the
Southeast. The acquisition has enhanced the Company's position as a supplier
of metal raincarrying and roofing products to the distributor market in the
United States. The Company expects to continue identifying and acquiring
businesses and assets as part of executing its strategy.

RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 25, 1999 AS COMPARED TO QUARTER ENDED
SEPTEMBER 26, 1998

The following table sets forth the Company's Statements of Earnings data
expressed as a percentage of net sales:
<TABLE>
<CAPTION>
                                                                                    QUARTERS ENDED
                                                                      --------------------------------------------
                                                                          SEPTEMBER 25,         SEPTEMBER 26,
                                                                              1999                  1998
                                                                      --------------------------------------------
<S>                                                                   <C>                     <C>
STATEMENTS OF EARNINGS DATA:
Net sales                                                                     100.0%                100.0%
Costs and expenses:
  Cost of goods sold                                                           80.4                  82.2
  Selling and general                                                           9.1                   7.8
  Depreciation and amortization                                                 2.3                   1.9
                                                                      --------------------------------------------
   Earnings from operations                                                     8.2                   8.1
Interest expense, net                                                          (3.7)                 (3.6)
Other income, net                                                               0.2                   0.5
                                                                      --------------------------------------------
    Earnings before income taxes                                                4.7                   5.0
Provision for income taxes                                                      2.0                   1.8
                                                                      --------------------------------------------
    Net earnings                                                                2.7%                  3.2%
                                                                      ============================================
</TABLE>

                                    17
<PAGE>
The following table sets forth the Net Sales and Earnings from Operations data
for the United States and Europe for the quarters ended September 25, 1999 and
September 26, 1998:
<TABLE>
<CAPTION>
                                       Net Sales                                   Earnings from Operations
                    ------------------------------------------------      --------------------------------------------
                    September 25,      September 26,      Increase/     September 25,    September 26,    Increase/
  IN THOUSANDS          1999              1998           (decrease)         1999            1998         (decrease)
                    ---------------    ---------------   ------------   -------------   --------------    ------------
<S>                 <C>                <C>               <C>             <C>            <C>               <C>
  United States     $       108,961    $       111,663         (2.4)%    $     8,857    $        8,716           1.6%
  Europe                     43,761             48,548         (9.9)%          3,621             4,166        (13.1)%
                    ---------------    ---------------                  -------------   --------------
       Totals       $       152,722    $       160,211         (4.7)%    $    12,478    $       12,882         (3.1)%
                    ===============    ===============                  =============   ==============
</TABLE>

NET SALES. Net sales in the United States for the third quarter of 1999 were
slightly lower when compared to the same period of 1998, reflecting a
decrease of 2.4%. Sales in the United States benefited primarily from
increases in sales to the recreational vehicle ("RV"), distributor and home
improvement contractor markets, while sales continued to lag in the
manufactured housing, rural contractor and industrial and architectural
contractor markets. The increase in sales to the RV market coincides with
what appears to be a record year for shipments of end-use products by the RV
industry in the United States. In recent years the RV industry has thrived in
an environment of low interest rates, low fuel prices and favorable
demographics. Changes to one or more of these factors may preclude shipments
from continuing at the current pace. The favorable increase in sales to the
distributor market is attributable, in part, to the acquisition of AMP (see
Note 1 to the Condensed Consolidated Financial Statements). The home
improvement contractor market also experienced an increase in sales aided by
an increase in the sale of vinyl windows. Lower sales to the manufactured
housing market contributed to the decrease in sales and were primarily the
result of lower realized sales prices caused by competition for a declining
number of manufactured homes produced with steel siding. The Company
continues to explore opportunities to increase its offering of substitute
materials to this market. The decline in sales is also attributable to lower
sales to the rural contractor market, which is primarily due to a decline in
sales to the confinement market resulting from increased federal and state
legislation effecting the swine confinement market. Further, sales to the
industrial and architectural contractor markets lagged primarily due to a
nationwide downturn of non-residential construction and lower realized
selling prices resulting from competition for the reduced number of available
projects. The Company's United States subsidiaries are included in the U.S.
Fabrication Segment (see Note 7 to the Condensed Consolidated Financial
Statements).

Net sales in Europe for the quarter ended September 25, 1999, were
approximately 9.9% lower than the quarter ended September 26, 1998.
Approximately 48% of the decline reflects the weakening of the Pound
Sterling, Dutch Guilder and French Franc relative to the U.S. Dollar. The
balance of the decline relates to a softer market for industrial consumers of
aluminum and steel coil in the United Kingdom and continental Europe.
Further, the strength of the Pound Sterling relative to other foreign
currencies has restricted the Company's ability to competitively export, to
continental Europe, products produced in the United Kingdom. Offsetting the
decline in sales to a variety of industrial consumers, third quarter 1999
sales to the RV (caravan) sector of the OEM market in both The Netherlands
and the United Kingdom increased. These factors resulted in a net decrease in
sales in the European Roll Coating Segment (see Note 7 to the Condensed
Consolidated Financial Statements).

COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales,
decreased 1.8% for the quarter ended September 25, 1999, to 80.4% in 1999
from 82.2% in 1998. This decrease is primarily attributable to a decrease in
the average raw material aluminum prices as compared to the prior year.

SELLING AND GENERAL. Selling and general expenses, as a percentage of net
sales, increased 1.3% for the


                                      18
<PAGE>



quarter ended September 25, 1999, to 9.1% in 1999 from 7.8% in 1998. This
increase is primarily attributable to information technology expenses,
product development, salary increases and professional fees related to the
Reorganization. See Note 1 to the Condensed Consolidated Financial Statements
for information regarding the Reorganization.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization, as a percentage
of net sales, increased 0.4% for the quarter ended September 25, 1999, to
2.3% in 1999 from 1.9% in 1998, primarily related to 1999 acquisitions.

EARNINGS FROM OPERATIONS. Despite decreases in net sales for the reasons
stated above, the Company has maintained stable margins on a consolidated
basis. Earnings from operations, as a percentage of net sales, were 8.2% of
net sales for the quarter ended September 25, 1999, and 8.1% of sales for the
quarter ended September 26, 1998.

INTEREST EXPENSE, NET. Net interest expense decreased to $5.7 million for the
quarter ended September 25, 1999, from $5.8 million for the quarter ended
September 26, 1998, primarily due to lower average debt balances.

OTHER EXPENSES, NET. Other expenses were not significant for the quarters
ended September 25, 1999 and September 26, 1998.

PROVISION FOR INCOME TAXES. The income tax provision for the period is based
on the effective tax rate expected to be applicable for the full year. The
effective rate for the provision for income taxes increased to 42.5% from
37.3% for the quarters ended September 25, 1999 and September 26, 1998,
respectively. The increase in the effective rate is primarily due to higher
forecasted U.S. earnings, which are taxed at a slightly higher rate than the
European earnings, and non-deductible goodwill amortization resulting from
acquisitions.

NINE MONTHS ENDED SEPTEMBER 25, 1999 AS COMPARED TO NINE MONTHS ENDED
SEPTEMBER 26, 1998

The following table sets forth the Company's Statements of Earnings data
expressed as a percentage of net sales:
<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                      --------------------------------------------
                                                                          SEPTEMBER 25,         SEPTEMBER 26,
                                                                              1999                  1998
                                                                      --------------------------------------------
<S>                                                                   <C>                       <C>
STATEMENTS OF EARNINGS DATA:
Net sales                                                                     100.0%                100.0%
Costs and expenses:
  Cost of goods sold                                                           80.3                  82.3
  Selling and general                                                           9.3                   8.1
  Depreciation and amortization                                                 2.4                   2.0
                                                                      --------------------------------------------
   Earnings from operations                                                     8.0                   7.6
Interest expense, net                                                          (3.7)                 (3.9)
Other income (expense), net                                                     (.1)                  0.1
                                                                      --------------------------------------------
    Earnings before income taxes                                                4.2                   3.8
Provision for income taxes                                                      1.8                   1.6
                                                                      --------------------------------------------
    Net earnings                                                                2.4%                  2.2%
                                                                      ============================================
</TABLE>
                                     19

<PAGE>


The following table sets forth the Net Sales and Earnings from Operations data
for the United States and Europe for the nine months ended September 25, 1999
and September 26, 1998:
<TABLE>
<CAPTION>
                                       Net Sales                                   Earnings from Operations
                      ---------------------------------------------      ---------------------------------------------
                     September 25,    September 26,    Increase/       September 25,   September 26,      Increase/
  IN THOUSANDS           1999             1998         (decrease)          1999             1998         (decrease)
                    ----------------  -------------   ------------     -------------   -------------     ------------
<S>                 <C>               <C>             <C>              <C>             <C>               <C>
  United States       $     294,749     $   300,449         (1.9)%       $    21,656     $    17,375            24.6%
  Europe                    146,559         163,285        (10.2)%            13,496          18,115          (25.5)%
                      -------------     -----------                      -----------     -----------
       Totals         $     441,308     $   463,734         (4.8)%       $    35,152     $    35,490           (1.0)%
                      ==============    ============                     ============    ============
</TABLE>

NET SALES. Net sales in the United States, for the nine months ended
September 25, 1999, reflect approximately $6.0 million in sales attributable
to the acquisitions of Unimet and AMP. For the nine months ended September
25, 1999, as compared to the nine months ended September 25, 1998, sales in
the Unites States also benefited primarily from increases in sales to
distributors and home improvement contractors and, also, from increases in
sales to RV manufacturers. Sales decreased to manufactured housing customers,
rural contractors and industrial and architectural contractors, offsetting
sales increases and resulting in a net decline in United States sales of
approximately 1.9%. See "Quarter Ended September 25, 1999 as Compared to
Quarter Ended September 26, 1999 Net Sales" for further discussion of the
factors affecting sales in the United States, as the factors also apply to
net sales for the nine months ended September 25, 1999, as compared to the
nine months ended September 26, 1998.

Sales in Europe for the nine months ended September 25, 1999, as compared to
the prior year, declined approximately 10.2%. Approximately 16% of this
decline reflects the weakening of the Pound Sterling, Dutch Guilder and
French Franc relative to the U.S. Dollar. The balance of the decrease in
sales in Europe is primarily attributable to a softer market for industrial
consumers of aluminum and steel coil in the United Kingdom and continental
Europe and export pricing pressures in the United Kingdom. In addition, net
sales in both the United States and Europe declined due to lower average
aluminum selling prices in 1999 as compared to 1998. The average price of
aluminum on the London Metal Exchange for the nine months ended September 25,
1999, was approximately 4.9% lower than the average for the nine months ended
September 25, 1998. Sales of aluminum-based products were approximately 53.4%
of net sales for the nine months ended September 25, 1999. Offsetting the
decline in sales, sales to the RV (caravan) sector of the OEM market
increased for the nine months ended September 25, 1999, compared to the nine
months ended September 26, 1998.

COST OF GOODS SOLD. Cost of goods sold, as a percentage of net sales,
decreased 2.0% for the nine months ended September 25, 1999, to 80.3% in 1999
from 82.3% in 1998. This decrease is primarily attributable to operational
improvements realized at the Helena, Arkansas paintline facility, and a
decrease in the average raw material aluminum prices.

SELLING AND GENERAL. Selling and general expenses, as a percentage of net
sales, increased 1.2% for the nine months ended September 25, 1999, to 9.3%
in 1999 from 8.1% in 1998. This increase is primarily attributable to lower
net sales, information technology expenses, product development, salary
increases and professional fees related to the Reorganization. See Note 1 to
the Condensed Consolidated Financial Statements for information regarding the
Reorganization.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization, as a percentage
of net sales, increased 0.4% for the nine months ended September 25, 1999, to
2.4% in 1999 from 2.0% in 1998, primarily related to the 1999 acquisitions.

                                  20
<PAGE>

EARNINGS FROM OPERATIONS. Despite decreases in net sales for the reasons
stated above, the Company increased its earnings from operations, as
percentage of net sales. As a percentage of net sales, earnings from
operations increased to 8.0% for the nine months ended September 25, 1999,
from 7.6% for the nine months ended September 26, 1998. The Company's
geographic and market diversity, the diversity of its product offerings, and
productivity improvements, have resulted in stable margins on a consolidated
basis in a period of reduced demand in continental Europe and export pricing
pressures in the United Kingdom. For the nine months ended September 25,
1999, as compared to the prior year, the improvement in earnings in the
United States is primarily due to operational and market improvements, while
the decline in European earnings is primarily attributable to softer European
markets.

INTEREST EXPENSE, NET. Net interest expense decreased to $16.3 million for
the nine months ended September 25, 1999, from $17.9 million for the nine
months ended September 26, 1998, primarily due to lower average debt balances.

OTHER EXPENSES, NET. Other expenses were not significant for the nine months
ended September 25, 1999 and September 26, 1998.

PROVISION FOR INCOME TAXES. The income tax provision for the period is based
on the effective tax rate expected to be applicable for the full year. The
effective rate for the provision for income taxes was 42.5% for the nine
months ended September 25, 1999, and 40.2% for the nine months ended
September 26, 1998. The increase in the effective rate is primarily due to
higher forecasted United States earnings, which are taxed at a slightly
higher rate than the European earnings, and non-deductible goodwill resulting
from acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY. The Company's primary liquidity needs arise from debt service
incurred in connection with acquisitions and the funding of capital
expenditures. As of September 25, 1999, the Company had outstanding
indebtedness of $217.9 million, as compared to $217.7 as of December 25,
1998. Included in such indebtedness was approximately $82.9 million under the
Company's Credit Agreement, consisting of $31.9 million under the Company's
Term Loans and $51.0 million under the Company's Revolving Credit Facility.
The undrawn amount of the Revolving Credit Facility at September 25, 1999,
was $49.0 million, which was available for working capital and general
corporate purposes, subject to borrowing base limitations. As of September
25, 1999, this amount was fully available. Although the 1999 acquisitions
were financed with borrowings under the Company's Credit Agreement, the
increase in indebtedness was offset by repayments of debt resulting from
reductions in working capital and cash flow generated from operations.

The Company's leveraged financial position requires that a substantial
portion of the Company's cash flow from operations be used to pay interest on
the Notes, principal and interest under the Company's Credit Agreement and
other indebtedness. Significant increases in the floating interest rates on
the Term Loans and Revolving Credit Facility would result in increased debt
service requirements, which may reduce the funds available for capital
expenditures and other operational needs. In addition, the Company's
leveraged position may impede its ability to obtain financing in the future
for working capital, capital expenditures and general corporate purposes.
Further, the Company's leveraged position may make it more vulnerable to
economic downturns and may limit its ability to withstand competitive
pressures.

                                      21
<PAGE>

The Company's primary source of liquidity is funds generated from operations,
which are supplemented by borrowings under the Credit Agreement. Net cash
provided by operating activities increased $1.3 million for the nine months
ended September 25, 1999, compared to the nine months ended September 26,
1998.

See Note 1 to the Condensed Consolidated Financial Statements for information
regarding acquisitions completed during the nine months ended September 25,
1999, and the related purchase prices.

The Company believes that cash generated from operations and, subject to
borrowing base limitations, borrowings under the Company's Credit Agreement
will be adequate to meet its needs for the foreseeable future, although no
assurance to that effect can be given.

CAPITAL EXPENDITURES. The Company's capital expenditures were $10.2 million
and $9.5 million for the nine months ended September 25, 1999 and September
26, 1998, respectively. Capital expenditures in both periods primarily relate
improvements in the Company's paintlines and to purchases and upgrades of
fabricating equipment and information systems. In addition, the Company has
made and will continue to make capital expenditures to comply with
Environmental Laws. Environmental capital expenditures for the nine months
ended September 25, 1999 and September 26, 1998, were not significant.

WORKING CAPITAL MANAGEMENT. Working capital was $81.2 million as of September
25, 1999, compared to $88.6 million as of December 25, 1998. The decrease in
working capital is primarily due to an increase in current liabilities as of
September 25, 1999, compared to December 25, 1998, resulting from the timing
of payments due. The Company expects to continue to aggressively manage
working capital levels.

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the application year. Any of the
Company's computers and equipment that have date-sensitive software,
including embedded computer chips, may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a system failure,
operating equipment failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

The Company's plan to resolve the Year 2000 issue involves four phases:
assessment, remediation, testing and implementation. To date, management has
fully completed its assessment of the effect of the Year 2000 issue on its
information systems, including the operating systems and equipment used in
its manufacturing operations. Based on assessments conducted in 1997, the
Company determined that it would be required to modify or replace significant
portions of its software at two of its subsidiaries so that its computer
systems will properly utilize dates beyond December 31, 1999. Based upon
assessments conducted in 1998 with regard to operating equipment, the Company
determined that it would not be required to modify or replace any material
pieces of operating equipment in order for the equipment to properly utilize
dates beyond December 31, 1999.

With respect to remediation, two of the Company's subsidiaries are currently
finalizing conversions to fully integrated third-party software packages that
will process the majority of the Company's key transactions. These
conversions, including the testing and implementation of the new systems, are

                                 22
<PAGE>

expected to be fully complete in the fourth quarter of 1999. Historical costs
incurred through September 25, 1999, are approximately $2.5 million. The
Company estimates the costs to complete the conversions to be approximately
$240.0 thousand, which will be funded through operating cash flows. The total
estimated costs of conversion to the integrated third party software packages
also include the costs of conversion to the Euro (see "European Currency").
The Company is approximately 85% complete with the remediation phase related
to the modification and replacement of the systems software located at the
two subsidiaries. The Company believes that with the current modifications of
existing software, the Year 2000 issue can be mitigated with respect to its
significant processes.

The Company is 100% complete on the testing phase for all other systems and
operating equipment that the Company has assessed as being capable of
properly utilizing dates beyond December 31, 1999.

With respect to third parties, the Company has communicated with a majority
of its major customers and its major vendors and suppliers to determine their
state of readiness with respect to the Year 2000 issue. In addition, the
Company conducted tests with several of its major vendors and suppliers
during 1998 and 1999. All costs associated with supplier and vendor
compliance were borne by the suppliers and vendors. Based upon the
information provided by customers and suppliers and the tests which have been
conducted with suppliers, the Company is not aware of any problems that would
materially impact its results of operations, liquidity or capital resources.

While the Company currently believes that it will be able to modify or
replace its affected systems in time to minimize any detrimental effects on
its operations, failure to do so, or the failure of the Company's major
customers and suppliers to modify or replace their affected systems, could
have a material adverse impact on the Company's results of operations,
liquidity or consolidated financial position in the future. The most
reasonably likely worst case scenario of failure by the Company or its
customers and suppliers to resolve the Year 2000 issue in a timely fashion
would be a temporary slowdown in operations at one or more of the Company's
facilities and a temporary inability on the part of the Company to timely
process orders and billings.

In the event that modifications and replacements of systems are not completed
timely, the Company's individual subsidiaries have identified and considered
various contingency options, including identification of alternate suppliers
and vendors, and including the processing of significant transactions by
other facilities located within the Company whose systems are capable of
properly utilizing dates beyond December 31, 1999.

EUROPEAN CURRENCY

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

                                      23
<PAGE>

SCHEDULE FOR INTRODUCTION OF THE EURO - Three of the Company's European
subsidiaries are located in participating countries, but have elected the
option of continuing to account for their transactions in their legacy
currencies during at least the first half of the transition period. However,
the Company, including subsidiaries located in both participating as well as
non-participating countries, was able to transact business in the Euro as of
January 1, 1999. This includes the ability to make and receive payments in
the Euro, to invoice in the Euro, and to provide pricing in the Euro.

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

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

COSTS OF CONVERSION TO THE EURO - The Company's European subsidiaries located
in participating countries have converted or are in the process of converting
to new computer systems to prepare for the Year 2000. These systems will also
be Euro-capable. The conversions are expected to be in the fourth quarter of
1999. The Company estimates that its costs to complete the conversions to the
new systems, which relate to Year 2000 issues, the Euro and operational
improvements, will be approximately $200.0 thousand in the fourth quarter of
1999, and will be funded through operating cash flows. Other costs of
conversion to the Euro are not expected to be material.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000 (December
31, 2001 for the Company). SFAS 133 requires that all derivative instruments
be recorded on the balance sheet at their fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part
of a hedge transaction and, if it is, the type of hedge transaction. For
fair-value hedge transactions in which the Company is hedging changes in the
fair value of an asset, liability, or firm commitment, changes in the fair
value of the derivative instrument will generally be offset in the income
statement by changes in the hedged item's fair value. For cash-flow hedge
transactions, in which the Company is hedging the variability of cash flows
related to a variable-rate asset, liability, or a forecasted transaction,
changes in the fair value of the derivative instrument will be reported in
other comprehensive income. The gains and losses on the derivative instrument
that are reported in other comprehensive income will be reclassified as
earnings in the periods in which earnings are impacted by the variability of
the cash flows of the hedged item. The ineffective portion of all hedges will
be recognized in current period earnings. Management is currently reviewing
the provisions of SFAS No.

                                     24
<PAGE>


133 and does not believe that the Company's financial statements will be
materially impacted by the adoption.

ENVIRONMENTAL MATTERS

The Company's exposure to environmental matters has not changed significantly
from the year ended December 25, 1998. For detailed information regarding
environmental matters, see "Management's Discussion and Analysis - Risk
Management" set forth in the Company's Annual Report on Form 10-K for the
year ended December 25, 1998.

NOTE REGARDING FORWARD LOOKING STATEMENTS: The Management's Discussion and
Analysis and other sections of this Form 10-Q may contain forward looking
statements that are based on current expectations, estimates and projections
about the industries in which the Company operates, management's beliefs and
assumptions made by management. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," or variations of such words and
similar expressions are intended to identify such forward looking statements.
These forward-looking statements are based on a number of assumptions that
could ultimately prove inaccurate, and, therefore, there can be no assurance
that they will prove to be accurate. All such forward-looking statements are
subject to the safe harbor created by the Private Securities Litigation
Reform Act of 1995. Important factors that could cause future financial
performance to differ materially and significantly from past results and from
those expressed or implied in this document include, without limitation, the
risks of acquisition of businesses (including limited knowledge of the
businesses acquired and misrepresentations by sellers), changes in business
strategy or development plans, the cyclical demand for the Company's
products, the supply and/or price of aluminum and other raw materials,
currency exchange rate fluctuations, environmental regulations, availability
of financing, competition, reliance on key management personnel, ability to
manage growth, loss of customers, and a variety of other factors. For further
information on these and other risks, see the "Risk Factors" section of Item
1 of the Company's Annual Report on Form 10-K for the year ended December 25,
1998, as well as the Company's other filings with the Securities and Exchange
Commission. The Company assumes no obligation to update publicly its forward
looking statements, whether as a result of new information, future events or
otherwise.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about the Company's risk-management activities
includes forward-looking statements that involve risk and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statement. See "Note Regarding Forward Looking Statements"
for additional information regarding the Private Securities Litigation Reform
Act. The Company's management of market risk from changes in interest rates,
exchange rates and commodity prices has not changed from the year ended
December 25, 1998. For detailed information regarding the Company's risk
management, see "Management's Discussion and Analysis - Risk Management" and
"Item 7A. Quantitative and Qualitative Disclosures about Market Risk" set
forth in the Company's Annual Report on Form 10-K for the year ended December
25, 1998.

The Company's exposure to market risk from changes in interest rates and
commodity prices have not changed significantly from the year ended December
25, 1998. The Company's exposure to market risk from changes in exchange
rates has decreased since the year ended December 25, 1998. This analysis
presents the hypothetical increase in foreign exchange loss and increase in
interest expense

                                   25
<PAGE>

related to those financial instruments and derivative instruments held by the
Company at September 25, 1999, which are sensitive to changes in foreign
currency exchange risks. A hypothetical 10 percent decrease in foreign
currency exchange rates would increase the Company's foreign currency
exchange loss by approximately $263.2 thousand for the nine months ended
September 25, 1999, as compared to the hypothetical increase in the Company's
foreign currency exchange loss of approximately $1.9 million for the year
ended December 25, 1998. The decrease in the hypothetical loss for the period
ended September 25, 1999, is primarily attributable to the prepayment of the
Company's unhedged Tranche B Term Loans under the Dutch Guilder facility
(U.S. Dollar denominated debt) during the second quarter of 1999.

All other factors remaining unchanged, a hypothetical 10 percent increase in
foreign currency exchange rates for one year would increase interest expense
by approximately $737.8 thousand as calculated at September 25, 1999, as
compared to the hypothetical increase in the Company's interest expense of
approximately $1.4 million as calculated at December 25, 1998. The decrease
is primarily due to the effect of the weakening of the Dutch Guilder and
Pound Sterling on the Company's currency swap payments (see Note 5 to the
Consolidated Financial Statements for the year ended December 25, 1998, set
forth in the Company's Annual Report on Form 10-K).

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

             Condensed Consolidated Statements of Earnings for the quarters
             and the nine months ended September 25, 1999 and September 26,
             1998

             Condensed Consolidated Balance Sheets at September 25, 1999 and
             December 25, 1998

             Condensed Consolidated Statements of Cash Flows for the nine
             months ended September 25, 1999 and September 26, 1998

             Notes to Condensed Consolidated Financial Statements

(b) The Company filed no reports on Form 8-K during the three months ended
    September 25, 1999.

                                       26
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)

(c) Exhibits:
     2.1**    Purchase Agreement dated as of April 28, 1997, among the
              Company and Genstar Capital Corporation ("GCC"), Ontario
              Teachers' Pension Plan Board and the Management Stockholders of
              Gentek Holdings, Inc. ("Holdings") as sellers GCC as sellers'
              representative; Holdings and Gentek Building Products, Inc.
              ("GBPI"). (Incorporated by reference to Exhibit 2.1 of the
              Registrant's Form 8-K filed August 1, 1997).

     2.2      Proposals for the acquisition of the entire issued share
              capital of Euramax International Limited by Euramax
              International, Inc. to be effected by means of a Scheme of
              Arrangement under Section 425 of the Companies Act 1985

     3.1*     Articles of Association of Euramax International Limited

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

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

     3.4*     Articles of Incorporation of Amerimax Holdings, Inc.

     3.5*     Bylaws of Amerimax Holdings, Inc.

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

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

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

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

   10.26***   Incentive Compensation Plan effective January 1, 1997, by
              Euramax International Limited

   10.27***   Phantom Stock Plan effective January 1, 1999, by Euramax
              International Limited

   10.28****  Amendment and Waiver dated as of April 6, 1999, among Euramax
              International Limited, and its subsidiaries, Paribas (as Agent
              and Lender), and the Lenders, to the Amended and Restated
              Credit Agreement dated as of July 16, 1997.

      27      Financial Data Schedule

------------------------------------------------------------------------------
*    Incorporated by reference to the Exhibit with the same number in the
     Registrant's Registration Statement on Form S-4 (333-05978) which became
     effective on February 7, 1997.
**   Incorporated by reference to the Exhibit with the same number in the
     Registrant's Annual Report on Form 10-K (333-05978) which was filed on
     March 12, 1998.
***  Incorporated by reference to the Exhibit with the same number in the
     Quarterly Report on Form 10-Q (333-05978) which was filed on April 26,
     1999.
**** Incorporated by reference to the Exhibit with the same number in the
     Quarterly Report on Form 10-Q (333-05978) which was filed on August 2,
     1999.

                                    27
<PAGE>


                                 SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934, EURAMAX INTERNATIONAL LIMITED HAS DULY CAUSED THIS
REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED.

                         EURAMAX INTERNATIONAL LIMITED
<TABLE>
<CAPTION>
         SIGNATURE                               TITLE                                            DATE
                                                                                                  ----
<S>                                 <C>                                                   <C>
/s/ J. DAVID SMITH                  Chief Executive Officer and President                 November 3, 1999
------------------------------
J. David Smith



/s/ R. SCOTT VANSANT                Chief Financial Officer and Secretary                 November 3, 1999
------------------------------
R. Scott Vansant
</TABLE>

                                         28