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Delaware		3310		13-1445150
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

David W. Kay Executive Vice President, Chief Financial Officer and Treasurer 3556 Lake Shore Road		Copies to: Michael E. Storck, Esq. Lippes Mathias Wexler Friedman LLP 665 Main Street, Suite 300
Buffalo, New York 14219 Tel: (716) 826-6500 Fax: (716) 826-1584 (Name, Address, Including Zip Code, and Telephone Number Including Area Code, of Agent For Service)		Buffalo, New York 14203 Tel: (716) 853-5100 Fax: (716) 853-5199

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Securities to be Registered

Registered

Security

Price(1)

Registration Fee

8% Senior Subordinated Notes, Series B, due 2015

$204,000,000

100%

$204,000,000

$21,828(2)

Guarantees related to the 8% Senior Subordinated Notes, Series B, due 2015(3)

N/A

N/A

N/A

N/A(4)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act.
(2)	Calculated pursuant to Rule 457(f) under the Securities Act.
(3)	Certain of the Company’s wholly-owned subsidiaries listed in the table on the following page as additional registrants have, jointly and severally, guaranteed on a senior subordinated basis the payment of the principal of, premium, if any, and interest on the notes being registered hereby. These guarantors are registering the guarantees.
(4)	Pursuant to Rule 457(n) under the Securities Act, no additional fee is required.

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		State or Other
		Jurisdiction of		Primary Standard
Exact Name of Co-Registrant as		Incorporation or		Industrial Classification				I.R.S. Employer
Specified in its Charter*		Organization		Code Number				Identification Number
AIR VENT INC.		Delaware			3444				37-1016691
ALABAMA METAL INDUSTRIES CORPORATION		Delaware			3469				63-0003325
APPLETON SUPPLY COMPANY, INC.		Delaware			3444				13-1546329
3073819 NOVA SCOTIA COMPANY		Nova Scotia, Canada			3398				98-0393556
FORMER LEASING LIQUIDATING LLC		Delaware			3398				20-0768478
FORMER HEAT TREAT LIQUIDATING, CORP.		Delaware			3398				20-0170132
BC LIQUIDATING CORP.		Michigan			3398				38-3202445
GIBRALTAR OF NEVADA, INC.		Nevada			3398				57-0510551
CLEVELAND PICKLING, INC.		Delaware			3316				16-1323420
CONSTRUCTION METALS, LLC.		California			3444				33-0467847
DIAMOND PERFORATED METALS, INC.		California			3469				95-2909372
GATOR GRATE, INC.		Louisiana			3469				72-1338254
GIBRALTAR INTERNATIONAL, INC.		Delaware			6719				81-0557276
GIBRALTAR STEEL CORPORATION OF NEW YORK		New York			3316				16-091536
GIBRALTAR STRIP STEEL, INC.		Delaware			3316				06-1217919
GSCNY CORP.		Delaware			3316				20-0330038
GIBRALTAR OF MICHIGAN, INC.		Michigan			3398				38-1614453
GIBRALTAR OF INDIANA, INC.		Michigan			3398				38-2398534
HT LIQUIDATING CORP.		Delaware			3398				16-1570421
INTERNATIONAL GRATING, INC.		Texas			3469				74-1719652
K&W METAL FABRICATORS, LLC		Colorado			3444				84-0625442
GIBRALTAR OF PENNSYLVANIA, INC.		Pennsylvania			3398				25-1550765

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		State or Other
		Jurisdiction of		Primary Standard
Exact Name of Co-Registrant as		Incorporation or		Industrial Classification				I.R.S. Employer
Specified in its Charter*		Organization		Code Number				Identification Number
SCM METAL PRODUCTS, INC.		Delaware			3444				20-4161055
SEA SAFE, INC.		Louisiana			3469				72-0849427
SOLAR GROUP, INC.		Delaware			3469				16-1544663
SOLAR OF MICHIGAN, INC.		Delaware			2514				02-0638711
SOUTHEASTERN METALS MANUFACTURING COMPANY INC.		Florida			3444				59-1025796
UNITED STEEL PRODUCTS COMPANY, INC.		Minnesota			3444				41-0914525
WM.R. HUBBELL STEEL CORPORATION		Illinois			5051				36-3088188

*	The address and telephone number of the principal executive offices of each of the co-registrants is c/o Gibraltar Industries, Inc., 3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219, (716) 826-6500.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

	•	We will exchange all original notes that are validly tendered and not validly withdrawn for an equal principal amount of new notes. In this prospectus, we refer to the currently outstanding notes as “original notes” and the newly issued, registered notes as the “new notes.” Collectively, we refer to the original notes and the new notes as the “notes.”
	•	We are relying on the position of the Staff of the Securities and Exchange Commission stated in certain interpretive letters to third parties that the new notes will be freely tradable, except in certain limited circumstances described below with respect to broker-dealers. See “Plan of Distribution.”
	•	You may withdraw any tender of the original notes at any time prior to the expiration of the exchange offer.
	•	The exchange offer will expire at 5:00 p.m., New York time, on                     , 2006, which is 30 days after the commencement of the exchange offer, unless we extend the exchange offer.

	•	The new notes will bear interest at 8% per annum, will mature on December 1, 2015 and will have other terms substantially identical to the terms of the original notes, which were issued in a private placement on December 8, 2005, except that the new notes will not contain terms with respect to restrictions on transfer and will not be entitled to certain registration rights applicable to the original notes.
	•	We do not intend to apply for listing of the new notes on any securities exchange or inclusion of the new notes in any automated quotation system. An active trading market for the new notes may not exist following the completion of the exchange offer.

	•	Upon issuance, our obligations under the new notes will be fully and unconditionally guaranteed, jointly and severally, by certain of our subsidiaries on an unsecured senior subordinated basis.

	•	Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver to any prospective purchaser a prospectus in connection with any resale of those new notes.
	•	We have agreed that, for a period of 180 days after the consummation of this exchange offer, we will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with the resale of new notes. See “Plan of Distribution.”

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		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii
INDUSTRY DATA			ii
SUMMARY			1
RISK FACTORS			13
USE OF PROCEEDS			25
BUSINESS			26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA			41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			43
THE EXCHANGE OFFER			52
DESCRIPTION OF THE NEW NOTES			63
DESCRIPTION OF OTHER INDEBTEDNESS			112
PLAN OF DISTRIBUTION			116
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			117
LEGAL MATTERS			121
EXPERTS			121
WHERE YOU CAN FIND MORE INFORMATION			121
INCORPORATION BY REFERENCE			122
EX-3.1: CERTIFICATE OF INCORPORATION
EX-3.2: AMENDED AND RESTATED BY-LAWS OF THE REGISTRANT
EX-5.1: OPINION OF LIPPES MATHIAS WEXLER FRIEDMAN LLP
EX-12: STATEMENT RE: COMPUTATION OF EARNINGS TO FIXED CHARGES
EX-21: SUBSIDIARIES
EX-23.1: CONSENT OF ERNST & YOUNG LLP
EX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.3: CONSENT OF DELOITTE & TOUCHE LLP
EX-25: FORM T-1
EX-99.1: FORM OF LETTER OF TRANSMITTAL
EX-99.2: FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.3: FORM OF NOTICE TO INVESTORS
EX-99.4: FORM OF NOTICE TO BROKER DEALERS

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	Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the notes.

			March 31, 2006
			(Dollars in millions)
Senior credit facility:
	Revolving credit facility		$	17.3
	Institutional term loan			229.4
Original notes offered(1)				204.0
Other				7.4
	Total debt		$	458.1
Shareholders’ equity			$	509.0
Ratio of earnings to fixed charges(2)				3.56

(1)	Excludes the effect of the $3.4 million discount from face value.
(2)	For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before taxes minus net undistributed equity earnings minus capitalized interest plus fixed charges. Fixed charges include interest expense (including amortization of debt issuance costs), capitalized interest and the portion of operating rental expense that management believes is representative of the interest component of rent expense.

	•	it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
	•	a substantial portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including our operations, capital expenditures and future business opportunities;
	•	the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations, including those related to the notes;
	•	certain of our borrowings, including borrowings under our senior credit facility, bear interest at variable rates, exposing us to the risk of increased interest rates;

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	•	it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and
	•	we may be vulnerable in any downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.

	Our future operating results may be affected by fluctuations in raw material prices. We may not be able to pass on increases in raw material costs to our customers.

	The building and construction industry and the automotive industry account for a significant portion of our sales, and reduced demand from these industries is likely to reduce our profitability and cash flows.

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	We may not be able to identify, manage and integrate future acquisitions successfully, and if we are unable to do so, we are unlikely to sustain our historical growth rates and our ability to repay the notes may decline.

	Lead time and the cost of our products could increase if we were to lose one of our primary suppliers.

	Increases in energy prices will increase our operating costs, and we may be unable to pass all these increases on to our customers in the form of higher prices for our products.

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	We rely on a few customers for a significant portion of our gross sales, and the loss of those customers would adversely affect us.

	Our business is highly competitive, and increased competition could reduce our gross profit, net income and cash flow.

	Our principal stockholders have the ability to exert significant control in matters requiring a stockholder vote and could delay, deter or prevent a change in control of our company.

	We depend on our senior management team, and the loss of any member could adversely affect our operations.

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	We could incur substantial costs in order to comply with, or to address any violations of, environmental laws.

	Labor disruptions at any of our major customers or at our own manufacturing facilities could adversely affect our results of operations and cash flow.

	Our operations are subject to seasonal fluctuations that may impact our cash flow.

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	We have not yet fully evaluated the internal control over financial reporting of AMICO and its subsidiaries, and any deficiencies in AMICO’s internal controls that we may find would require us to spend resources to correct those deficiencies and could undermine market confidence in our reported consolidated financial information and reduce the market price of our securities including the notes.

	We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and we could be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

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	•	our debt holders could declare all outstanding principal and interest due and payable;
	•	the lenders under our senior credit facility could terminate their commitments to lend us money and enforce their license the assets securing their borrowings; and
	•	we could be forced into bankruptcy or liquidation, which could result in your losing your investment in the notes.

	Despite our current indebtedness levels, we may still be able to incur substantially more debt. This could make the risks described above worse.

	Restrictive covenants may adversely affect our operations.

	•	incur additional debt or provide guarantees in respect of obligations of other persons;
	•	pay dividends or distributions or redeem or repurchase capital stock;
	•	prepay, redeem or repurchase debt;
	•	make loans, investments and capital expenditures;
	•	incur debt that is senior to the notes but junior to our senior credit facilities and other senior indebtedness;
	•	incur liens;
	•	restrict distributions from our subsidiaries;
	•	sell assets and capital stock of our subsidiaries;
	•	consolidate or merge with or into, or sell substantially all of our assets to, another person; and
	•	enter into new lines of business.

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	Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

	Your right to receive payments on the notes and the guarantees will be subordinated to the borrowings under our senior credit facility and possibly all of our and our guarantors’ future borrowings.

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	The notes are not secured by our assets or those of our guarantors, and the lenders under our senior credit facility will be entitled to remedies available to a secured lender, which will give them priority over you to collect amounts due to them.

	The new notes are structurally subordinated to all indebtedness of our existing or future subsidiaries that do not become guarantors of the new notes.

	We are a holding company and may not have access to sufficient cash to make payments on the notes.

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	If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

	We may not be able to repurchase the notes upon a change of control.

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	Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

	•	we, or any of our guarantors, were insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or
	•	payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on the business; or
	•	we or any of our guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

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	There may be significant restrictions on your ability to transfer or resell your new notes.

	Your ability to transfer the new notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the new notes.

	•	the number of holders of new notes;
	•	our operating performance and financial condition;
	•	our ability to complete the exchange offer for the new notes;
	•	the market for similar securities;
	•	the interest of securities dealers in making a market in the new notes; and
	•	prevailing interest rates.

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		(Dollars in Millions)
Sources
Institutional term loan		$	230.0
Senior subordinated notes			200.6
Total Sources		$	430.6
Uses
Repay revolving credit facility(1)		$	120.7
Repay interim credit facility(2)			300.0
Fees and expenses			9.9
Total Uses		$	430.6

(1)	We repaid borrowings under our revolving credit facility under which interest accrues at a variable rate of (i) LIBOR plus a margin ranging from 0.575% to 1.60%, or (ii) the greater of the administrative agent’s prime rate or the federal funds effective rate plus 0.5%. The borrowings under the revolving credit facility were used for working capital and to refinance indebtedness.
(2)	We repaid our interim credit facility, a term loan in the original principal amount of $300 million, which accrued interest, at our option, at (i) LIBOR plus a margin ranging from 0.75% to 2.25% or (ii) the greater of the administrative agent’s prime rate or the federal funds effective rate plus 0.5%, plus a margin ranging from 0.175% to 0.65%.

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	•	Building Products (60% of net sales for the three months ended March 31, 2006): Through acquisitions and strong organic growth, we have created a building products business that now offers more than 5,000 products, many of which are market leaders and are sold to more than 9,100 customers. Our building products segment operates 65 facilities in 25 states and Canada.
	•	Processed Metal Products (32% of net sales for the three months ended March 31, 2006): Our processed metal products segment focuses on value-added precision sizing and treating of steel for a variety of uses as well as the production of high-quality steel strapping for binding and packaging, the manufacture of non-ferrous metal powders for use in several industries and other activities. We sell processed metal products to more than 1,700 customers. Our processed metal products segment operates 12 facilities in the United States and China.

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	•	Thermal Processing (8% of net sales for the three months ended March 31, 2006): Over the past ten years, we became one of North America’s largest third-party commercial heat treaters, serving more than 5,600 customers. We provided a wide range of heat-treating services to harden, soften or impart other desired properties to customer-owned parts made of steel, aluminum, copper, powdered metal and various other alloys and metals. Our thermal processing segment operated 16 facilities in 10 states and Canada. See our discussion of the sale of the assets of this segment above in “Business — Current Developments”.

															Three Months Ended
			Year Ended December 31,												March, 31
Statement of income data:			2003				2004				2005				2005				2006
			(Dollars in thousands)
Net sales:
	Building products		$	371,957			$	477,316			$	615,386			$	119,172			$	214,742
	Processed metal products			268,512				395,287				454,82				127,612				115,889
	Thermal processing			89,337				103,652				108,028				26,797				29,724
Total consolidated net sales			$	729,806			$	976,255			$	1,178,236			$	273,581			$	360,355

		Building Products		Processed Metal Products		Thermal Processing
Selected products/ services		• Mailboxes • Ventilation products • Structural connectors • Bar grating • Metal building accessories • Metal Lath • Expanded Metal		• Cold-rolled strip steel • Steel strapping • Coated steel products • Non-ferrous metals powder		• Aluminum processing • Assembly, brazing, and heat treating of torque converters • Processor of powdered metal parts
Selected industries served		• Retail home market • Lumber • Building materials • Residential, commercial, and industrial construction		• Power and hand tool hardware • Aerospace • Electronics • Automotive • Automotive supply • Consumer products • Commercial and residential metal building		• Automotive • General manufacturing
Selected customers		• The Home Depot • Lowe’s Companies • Menard Cashway Lumber • ABC Supply • Prime Source		• Chrysler • General Motors • BorgWarner • Ford Motor Company • 3M • Arrowhead Industries		• Ford Motor Company • General Motors • Getrag • Eaton

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	•	Increase product and market penetration. We intend to further penetrate our markets by selling AMICO’s products to our existing customers, and we plan to encourage AMICO’s customers to carry a larger share of our building products. We believe that there are opportunities to expand our sales to national retail and wholesale customers with whom we have strong relationships but who currently purchase a limited number of our product lines. For example, we have national distribution of our mailboxes through The Home Depot’s stores. However, many of our products are sold by The Home Depot only in certain regions, and we believe there are opportunities to achieve national distribution for some of those products.
	•	Capitalize on industry trends. We believe that we are well positioned to benefit from industry trends in our business segments. In the Building Products segment, residential improvement expenditures have increased over the past five years, and new residential construction starts have also grown. Although the continuation of this growth depends on a number of economic factors, we believe that favorable demographics such as home ownership rates and an aging housing stock will continue to create demand for our building products. In addition, recent natural disasters have resulted in stricter building code specifications requiring that new houses be built with an increased number of structural connectors, a highly engineered and value-added product that we offer. In the processed metal products segment, we have increasingly supplied foreign manufacturers as they have begun to enter the U.S. market, and we intend to continue to do so. In the thermal processing segment, third parties like our company perform only a small portion of the thermal processing activity in the market. We believe that a portion of the remainder of the market currently processed by manufacturing companies will migrate to third-party processors to allow manufacturers to focus on their core competencies and to achieve better processing quality at a lower overall cost.
	•	Improve efficiency of our operations. We plan to focus on supply chain management by consolidating purchasing of raw materials by location and to further streamline the distribution of our products. In September 2004, we hired a Vice President of Supply Chain Management to reexamine our purchasing practices across our geographically dispersed facilities, and we achieved cost reductions of approximately $3 to $5 million in 2004 and $10 to $12 million in 2005 by rationalizing transportation logistics and procurement of raw material and other supplies and services. We also intend to continue to focus on reducing costs by moving towards a shared services approach across our growing company for a number of administrative functions.
	•	Selectively pursue acquisitions. We believe that there continues to be significant opportunity for future growth through selective acquisitions given the high degree of industry fragmentation. As a result of our scale and prior successes in acquiring and integrating acquisitions, we believe that we are well positioned to capitalize on potential future acquisition opportunities that will expand and strengthen our business, complementing products and services. We intend to continue to apply a selective and disciplined acquisition strategy, focused on solidifying our existing operations and improving our financial performance. We regularly evaluate potential acquisition candidates that we believe could fit our strategy, which may or may not be material in size and scope.

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	Building Products Segment

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	Processed Metal Products Segment

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	Thermal Processing Segment

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	Building Products

	Processed Metal Products

	Thermal Processing

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	Properties

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				Square
Location		Utilization		footage
Corporate
Buffalo, New York		Headquarters			24,490	*
Processed Metal Products
Cheektowaga, New York		Cold-rolled strip steel processing and strapping products			148,000
Tonawanda, New York		Cold-rolled strip steel and precision metals processing			128,000
Cleveland, Ohio		Cold-rolled strip steel processing			259,000
Beachwood, Ohio		Administrative office			3,080	*
Durham, North Carolina		Administrative office and powdered metal processing			148,000
Detroit, Michigan		Administrative offices			1,152
Dearborn, Michigan		Strapping tool products			2,700
Woodhaven, Michigan		Materials management facility			100,000
Franklin Park, Illinois		Precision metals processing			99,000
Birmingham, Alabama		Precision metals processing			99,712	*
Brownsville, Texas		Warehouse			15,000	*
Suzhou, China		Powdered metal processing			45,200	*
Building Products
Jacksonville, Florida		Administrative office and building products manufacturing			261,400	*
Miami, Florida		Building products manufacturing			60,000	*
Lakeland, Florida		Warehouse			53,154	*
San Antonio, Texas		Administrative office and building products manufacturing			120,050	*
Houston, Texas		Building products manufacturing			48,000	*
Vidalia, Georgia		Warehouse			34,000	*
Taylorsville, Mississippi		Administrative office and building products manufacturing			54,215
Taylorsville, Mississippi		Building products manufacturing			237,112
Enterprise, Mississippi		Building products manufacturing			198,154
Appleton, Wisconsin		Administrative office and building products manufacturing			100,262
Appleton, Wisconsin		Building products manufacturing			42,582
Montgomery, Minnesota		Administrative office and building products manufacturing			170,000
Livermore, California		Building products manufacturing			103,470	*
Rancho Cucamonga, California		Warehouse			20,640	*
North Wilkesboro, North Carolina		Warehouse			22,950	*
Hainesport, New Jersey		Warehouse			25,805	*
Denver, Colorado		Administrative office and building products manufacturing			90,000	*
Omaha, Nebraska		Warehouse			18,500	*
Denver, Colorado		Warehouse			29,422	*

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				Square
Location		Utilization		footage
Largo, Florida		Administrative office and building products manufacturing			100,000
Ontario, California		Administrative office			5,601	*
Coopersville, Michigan		Administrative office and building products manufacturing			246,000
Ontario, California		Administrative office and warehouse			41,140	*
Fontana, California		Building products manufacturing			37,500	*
Las Vegas, Nevada		Warehouse			8,750	*
Hayward, California		Warehouse			26,112	*
Kent, Washington		Warehouse			31,500	*
Escondido, California		Warehouse			9,200	*
Salt Lake City, Utah		Warehouse			11,760	*
Albuquerque, New Mexico		Warehouse			8,275	*
Sacramento, California		Warehouse			41,160	*
Phoenix, Arizona		Warehouse			27,947	*
Dallas, Texas		Administrative office and building products manufacturing			128,476	*
Clinton, Iowa		Building products manufacturing			100,000
Lincolnton, North Carolina		Building products manufacturing			63,925
Peoria, Illinois		Sales office			1,610	*
Thornhill, Ontario		Administrative office and building products manufacturing			60,500	*
Birmingham, Alabama		Administrative office and building products manufacturing			181,000
Jackson, Mississippi		Building products manufacturing			30,000
Bourbonnais, Illinois		Building products manufacturing			280,000	*
Lakeland Florida		Building products manufacturing			90,835
Fontana, California		Building products manufacturing			80,000
Dayton, Texas		Building products manufacturing			45,000
Orem, Utah		Building products manufacturing			88,685
North Kansas City, Missouri		Building products manufacturing			26,000	*
Lafayette, Louisiana		Building products manufacturing			34,000
Houston, Texas		Building products manufacturing			30,000
Visalia, California		Building products manufacturing			80,000
Burlington, Canada		Building products manufacturing			78,000	*
Surrey, British Columbia		Building products manufacturing			41,000	*
Greenville, South Carolina		Warehouse/Distribution			18,000	*
Houston, Texas		Warehouse/Distribution			25,004	*
Denver, Colorado		Warehouse/Distribution			600	*
Seattle, Washington		Warehouse/Distribution			9,600	*
Gardena, California		Warehouse/Distribution			25,000	*
Montreal, Quebec		Warehouse/Distribution			15,000	*
Birmingham, Alabama		Building products manufacturing			12,000	*
Birmingham, Alabama		Administrative office			22,000
Wilmington, Delaware		Administrative office and building products manufacturing			27,500	*
Dayton, Texas		Building products manufacturing			13,900

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				Square
Location		Utilization		footage
Burnsville, Minnesota		Administrative office			15,046
Orrick, Missouri		Administrative office and building products manufacturing			57,000
Richmond, Missouri		Warehouse/Distribution			42,000	*
Dallas, Texas		Administrative Office and building Products manufacturing			175,000	*

*  —	Leased. All other facilities owned.

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																						Three Months Ended
		Fiscal Year Ended December 31,																				March 31
		2001				2002				2003				2004				2005				2005				2006
		(Dollars in thousands, except per share data)
Statement of income data:
Net sales		$	570,914			$	602,707			$	729,806			$	976,255			$	1,178,236			$	273,581			$	360,355
Cost of sales			463,843				484,244				587,128				774,970				959,755				223,449				288,832
Gross profit			107,071				118,463				142,678				201,285				218,481				50,132				71,523
Selling, general and administrative expense			72,265				71,693				85,802				111,737				120,779				29,236				40,561
Income from operations			34,806				46,770				56,876				89,548				97,702				20,896				30,962
Equity in partnerships’ income and other income(1)			(128)				(559)				(685)				(4,846)				(266)				(444)				(686)
Interest expense			13,351				8,283				13,096				12,915				25,442				3,928				8,047
Income before taxes			21,583				39,046				44,465				81,479				72,526				17,412				23,601
Provision for income taxes			8,741				15,615				17,562				31,768				27,845				6,790				9,204
Income from continuing operations			12,842				23,431				26,903				49,711				44,681				10,622				14,397
Discontinued operations, net of taxes(2)			(309)				423				50				1,071				(1,209)				124				—
Net income		$	12,533			$	23,854			$	26,953			$	50,782			$	43,472			$	10,746			$	14,397
Income from continuing operations per share — basic		$	0.68			$	1.02			$	1.12			$	1.69			$	1.51			$	0.36			$	0.49
Weighted average shares outstanding — basic			18,886				22,921				24,143				29,362				29,608				29,571				29,652
Income from continuing operations per share — diluted		$	0.67			$	1.00			$	1.11			$	1.68			$	1.50			$	0.36			$	0.48
Weighted average shares outstanding — diluted			19,159				23,279				24,387				29,596				29,810				29,775				29,944
Cash dividends per common share		$	0.090			$	0.103			$	0.117			$	0.146			$	0.200			$	0.05			$	0.05
Selected ratios:
Ratio of earnings to fixed charges(3)			2.39	x			5.05	x			3.90	x			5.82	x			3.41	x			4.61	x			3.56x
Balance sheet data (at end of period):
Cash and cash equivalents		$	8,150			$	3,662			$	29,019			$	10,892			$	28,529			$	6,843			$	9,317
Total assets			535,040				576,568				777,743				957,701				1,205,012				971,509				1,232,298
Working capital(4)			105,064				138,246				150,694				242,255				266,756				290,139				277,752
Long-term obligations(5)			255,142				218,703				284,806				366,606				553,739				373,801				546,833
Total debt			212,275				166,932				242,250				310,039				463,013				317,722				454,745
Shareholders’ equity			218,347				293,117				394,181				453,743				494,025				463,578				509,006

(1)	Equity in partnerships’ income and other income represents our proportional interest in the income or losses of our cold-rolled strip steel joint venture and our steel pickling joint venture and other income.
(2)	Discontinued operations represents the income (loss), net of income taxes (benefits), attributable to our subsidiary Milcor, which we sold in January 2005 for approximately $42.6 million.
(3)	For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before taxes minus net undistributed equity earnings minus capitalized interest plus fixed charges. Fixed charges include interest expense (including amortization of debt issuance costs), capitalized interest and the portion of operating rental expense that management believes is representative of the interest component of rent expense.
(4)	Working capital is current assets minus current liabilities.
(5)	Long-term obligations is the sum of long-term debt, deferred income taxes and other non-current liabilities.

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	•	the acquisition of AMICO; and
	•	the sale of the original notes, the borrowing under our new institutional term loan and the use of proceeds thereof as described in “Use of Proceeds.”

	•	the sale of certain assets and liabilities of the thermal processing segment; and
	•	the use of proceeds thereof to repay a portion of our outstanding debt.

	•	to adjust for the increase in cost of sales caused by recording the inventory of AMICO under the same accounting method as our company (AMICO historically reported its inventory on a LIFO basis, while the Company uses the FIFO method).
	•	to reduce cost of sales to remove the effect of recording the inventory of AMICO at estimated fair value;
	•	to reflect the reduction in depreciation which resulted as we recorded the property, plant and equipment of AMICO at fair value, and adjusted estimated useful lives;

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	•	to record the amortization of the identifiable intangible assets of AMICO which were recorded at estimated fair value;
	•	to record the increase in interest expense that resulted from the sale of the original notes, the borrowing under our new institutional term loan and the use of proceeds thereof as described in the section of this prospectus entitled “Use of Proceeds;” and
	•	to record the effect of the sale of certain assets and liabilities, and the reclassification to discontinued operations of the results of the operations, of our thermal processing segment.

	•	We will be required to record identifiable intangible assets and property, plant and equipment acquired in the AMICO acquisition on our consolidated balance sheet at fair market value. Any resulting write-up of assets will increase our depreciation and amortization expense when we depreciate or amortize the acquired assets and will reduce gross profit, operating income, income from continuing operations and net income, and such reductions may be significant. Based upon our past acquisitions and the nature of the assets acquired in the AMICO acquisition, we expect to recognize, when we complete our fair market value calculations, identifiable intangible assets such as trademarks/patents, unpatented technology and customer relationships. We have not yet completed our fair market value calculations of these assets, therefore the amounts included herein are based on preliminary estimates. Amortization periods to be used for these identifiable intangible assets and property, plant and equipment acquired will be based primarily upon the estimated useful lives of the assets, which at this point are based on preliminary estimates. The actual useful lives could vary materially from the lives shown herein. Additionally, the identification of intangible assets and the recording of the acquired property, plant and equipment at fair market value may give rise to additional deferred tax assets and liabilities.
	•	In connection with the AMICO transaction, we paid a prepayment premium of $6.7 million to retire our private placement notes. We also wrote off the deferred financing fees of $0.6 million related to this debt. These charges are not reflected in the unaudited pro forma condensed combined statements of income because they are directly related to the transaction and will not have a recurring impact on our results of operations.
	•	In connection with the pending sale of our thermal processing segment, we expect to incur a loss on the disposal of assets. While we are unable to calculate the exact amount of this loss until after the closing of this pending sale, we expect it to be in the range of $3-$6 million. At March 31, 2006 the loss would have been approximately $5 million.

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							Thermal Disposition
			Historical				Pro Forma
			Gibraltar				Adjustments(1)				Pro Forma
			(Dollars in thousands)
ASSETS:
Current Assets
	Cash		$	9,317			$	—			$	9,317
	Accounts Receivable			212,038				(18,287)				193,751
	Inventories			210,745				(193)				210,552
	Other current assets			22,111				(2,179)				19,932
	Total Current Assets			454,211				(20,659)				433,552
Property, plant and equipment, net				309,657				(78,796)				230,861
Goodwill				406,810				(46,103)				360,707
Investment in Partnerships				5,833				—				5,833
Other Assets				55,787				(1,477)				54,310
			$	1,232,298			$	(147,035)			$	1,085,263
LIABILITIES & EQUITY:
Current Liabilities
	Accounts payable		$	101,289			$	(2,265)			$	99,024
	Accrued expenses			66,803				21,598	(2)			88,401
	Current portion of LTD			2,534				—				2,534
	Current portion of Related Party Debt			5,833				—				5,833
	Total Current Liabilities			176,459				19,333				195,792
Long-Term Debt				446,378				(135,000)	(3)			311,378
Deferred Income Taxes				93,625				(26,287)	(2)			67,338
Other long-term liabilities				6,830				—				6,830
Shareholders’ Equity				509,006				(5,081)	(4)			503,925
			$	1,232,298			$	(147,035)			$	1,085,263

(1)	Reflects the adjustments for the carrying value of the assets and liabilities that will be sold, as reflected in the following table as of March 31, 2006 (in thousands):

ASSETS:
	Accounts receivable		$	18,287
	Inventories			193
	Other current assets			2,179
	Property, plant and equipment, net			78,796
	Goodwill			46,103
	Other assets			1,477
LIABILITIES:
	Accounts payable		$	2,265
	Accrued expenses			4,689

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(2)	Reflects the reclassification of $26.3 million of long-term deferred tax liabilities to current taxes payable due to the tax gain realized on the sale of assets.
(3)	Reflects the reduction in outstanding debt related to use of the sale proceeds of $135.0 million.
(4)	Reflects the loss on disposal that would have occurred had the assets and liabilities been sold on March 31, 2006.

								Thermal Disposition
				Gibraltar				Pro Forma
				Historical				Adjustments(9)				Pro Forma
				(Dollars in thousands, except for per share data)
Net sales				$	729,806			$	(89,337)			$	640,469
Cost of sales					587,128				(71,420)				515,708
		Gross profit			142,678				(17,917)				124,761
Selling, general and administrative expense					85,802				(8,530)				77,272
		Income from operations			56,876				(9,387)				47,489
Other (income) expense
		Equity in partnerships’ income and other income			(685)				—				(685)
		Interest expense			13,096				(7,331)	(10)			5,765
Total other expense					12,411				(7,331)				5,080
		Income before taxes			44,465				(2,056)				42,409
Provision for income taxes					17,562				(812)	(11)			16,750
	Net income from continuing operations			$	26,903			$	(1,244)			$	25,659
Income per share from continuing operations — Basic				$	1.12							$	1.06
Weighted average shares outstanding — Basic					24,143								24,143
Income per share from continuing operations — Diluted				$	1.11							$	1.05
Weighted average shares outstanding — Diluted					24,387								24,387

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								Thermal
								Disposition
				Gibraltar				Pro Forma
				Historical				Adjustments(9)				Pro Forma
				(In thousands, except per share data)
Net sales				$	976,255			$	(103,652)			$	872,603
Cost of sales					774,970				(80,155)				694,815
		Gross profit			201,285				(23,497)				177,788
Selling, general and administrative expense					111,737				(9,766)				101,971
		Income from operations			89,548				(13,731)				75,817
Other (income) expense
		Equity in partnerships’ income and other income			(4,846)				—				(4,846)
		Interest expense			12,915				(6,197)	(10)			6,718
Total other expense					8,069				(6,197)				1,872
		Income before taxes			81,479				(7,534)				73,945
Provision for income taxes					31,768				(2,938)	(11)			28,830
	Net income from continuing operations			$	49,711			$	(4,596)			$	45,115
Income per share from continuing operations — Basic				$	1.69							$	1.54
Weighted average shares outstanding — Basic					29,362								29,362
Income per share from continuing operations — Diluted				$	1.68							$	1.52
Weighted average shares outstanding — Diluted					29,596								29,596

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										AMICO								Thermal
										Acquisition				AMICO				Disposition
		Gibraltar				AMICO				Pro Forma				Acquisition				Pro Forma
		Historical				Historical				Adjustments(1)				Pro Forma				Adjustments(9)				Pro Forma
		(Dollars in thousands, except per share data)
Net sales		$	1,178,236			$	239,815			$	—			$	1,418,051			$	(108,028)			$	1,310,023
Cost of sales			959,755				174,331				2,290	(2)(3)(4)			1,136,376				(85,879)				1,050,497
Gross profit			218,481				65,484				(2,290)				281,675				(22,149)				259,526
Selling, general and administrative expense			120,779				23,530				167	(5)(6)			144,476				(8,751)				135,725
Income from operations			97,702				41,954				(2,457)				137,199				(13,398)				123,801
Other (income) expense:
Equity in partnerships’ (income) loss			(266)				72				—				(194)				—				(194)
Interest expense			25,442				3,478				7,068	(7)			35,988				(8,384)	(10)			27,604
Total other expense			25,176				3,550				7,068				35,794				(8,384)				27,410
Income before taxes			72,526				38,404				(9,525)				101,405				(5,014)				96,391
Provision for income taxes			27,845				14,751				(3,657)	(8)			38,939				(1,925)	(11)			37,014
Income from continuing operations		$	44,681			$	23,653			$	(5,868)			$	62,466			$	(3,089)			$	59,377
Income per share from continuing operations — Basic		$	1.51											$	2.11							$	2.01
Weighted average shares outstanding — Basic			29,608												29,608								29,608
Income per share from continuing operations — Diluted		$	1.50											$	2.10							$	1.99
Weighted average shares outstanding — Diluted			29,810												29,810								29,810

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				Gibraltar				Thermal Disposition
				Historical				Pro Forma Adjustments(9)				Pro Forma
				(Dollars in thousands, except for per share data)
Net sales				$	360,355			$	(29,724)			$	330,631
Cost of sales					288,832				(22,648)				266,184
		Gross profit			71,523				(7,076)				64,447
Selling, general and administrative expense					40,561				(2,421)				38,140
		Income from operations			30,962				(4,655)				26,307
Other (income) expense:
	Equity in partnerships’ loss (income), and other income				(686)				—				(686)
	Interest expense				8,047				(2,471)	(10)			5,576
Total other expense					7,361				(2,471)				4,890
		Income before taxes			23,601				(2,184)				21,417
Provision for income taxes					9,204				(852)	(11)			8,352
		Net income from continuing operations		$	14,397			$	(1,332)			$	13,065
Income per share from continuing operations — Basic				$	0.49							$	0.44
Weighted average shares outstanding — Basic					29,652								29,652
Income per share from continuing operations — Diluted				$	0.48							$	0.44
Weighted average shares outstanding — Diluted					29,944								29,944

	(1)	For purposes of the unaudited pro forma condensed combined statement of income, while we are finalizing our review of a third party appraiser’s analysis, we have not completed the final allocation of the AMICO purchase price to our assets and liabilities; such final allocation will be completed during the third quarter of 2006. Therefore, the acquired assets and liabilities are reflected at their preliminary estimated fair values with the excess consideration recorded as goodwill. We have preliminarily estimated the fair value of identifiable intangible assets and property, plant and equipment acquired. The final valuation could result in a material difference from the amounts shown. Any change to the preliminary estimated fair values will result in an increase or reduction of the depreciation and amortization costs when we depreciate or amortize the acquired assets, which could impact gross profit, operating income, income from continuing operations and net income, and such impacts may be significant.
	(2)	Represents the cost of sales impact of the alignment of inventory accounting policies. AMICO changed its inventory policy to FIFO from LIFO in order to align its accounting policies with those of our company. Assuming consistent inventory levels, in a period of rising raw material prices the FIFO method results in a higher ending inventory balance and higher gross profit than the LIFO method. The following table presents an analysis of this adjustment:

		Year Ended
		December 31,
		2005
		(Dollars in thousands)
Adjustment from LIFO to FIFO		$	7,367

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	(3)	Represents the adjustment to remove the cost of sales impact of recording AMICO’s inventory at fair value. The increase in the fair value of AMICO’s inventory was recognized in the Company’s cost of sales during the quarter ended December 31, 2005.

		Year Ended
		December 31, 2005
		Increase
		(Dollars in thousands)
Adjustment to remove the impact of recording AMICO’s inventory at fair value		$	(3,708)

	(4)	Represents the adjustment to reflect the depreciation resulting from fair value adjustments to the property, plant and equipment that was acquired. The following table presents an analysis of this adjustment;

		Year Ended
		December 31, 2005
		(Dollars in thousands)
Historical depreciation of property, plant and equipment		$	(4,240)
Depreciation of acquired property, plant and equipment			2,871
Net adjustment to depreciation		$	(1,369)

	(5)	Represents the adjustment to reflect the amortization resulting from the acquired identifiable intangible assets. The following table presents an analysis of this adjustment:

		Year Ended
		December 31, 2005
		(Dollars in thousands)
Historical amortization of identifiable intangible assets		$	0
Amortization of identifiable intangible assets acquired			767
Net adjustment to amortization		$	767

	(6)	Represents the adjustment to remove the impact of the write-off of $600,000 of deferred financing costs associated with loans repaid with the proceeds of our term loan and notes.
	(7)	Represents the estimated increase in interest expense for the periods indicated incurred as part of the financing for the AMICO acquisition, assuming the acquisition had occurred as of January 1, 2005.

			Year Ended
			December 31, 2005
			(Dollars in thousands)
Interest expense related to original notes			$	12,878
Interest expense related to revolving credit facility				3,287
Interest expense related to institutional term loan				10,591
Amortization of deferred financing fees				1,092
Pro forma interest expense of transaction debt				27,848
Less: Historical interest expense and amortization of deferred charges on repaid debt and AMICO debt not acquired				(14,027)
	Pre-payment penalty on repaid debt			(6,753)
Net adjustment to interest expense			$	7,068

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		Year Ended
		December 31,
		2005
		(Dollars in thousands)
Total			636

	(8)	Reflects the tax effect of our pro forma adjustments at the statutory rate of the period to which the adjustment pertain.
	(9)	Reflects the adjustment to remove the historical operating results of the thermal processing segment which will be reflected as discontinued operations due to the asset sale.

(10)	Reflects the reduction in interest due to assumed use of proceeds from the asset sale to repay outstanding debt, calculated based upon weighted average rates in effect for each period presented, as follows:

		Years Ended December 31,
														Three Months Ended
		2003				2004				2005				March 31, 2006
														(Dollars in thousands)
		(Dollars in thousands)
Reduction of Interest		$	7,331			$	6,197			$	8,384			$	2,471
Weighted Average Rate			5.4	%			4.6	%			6.2	%			7.3	%

(11)	Reflects the tax effect of our pro forma adjustments at the effective rate of the period to which the adjustment pertain.

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	•	we are not permitted by applicable law or by the staff of the SEC to effect the exchange offer as contemplated by the registration rights agreement;
	•	the registration statement relating to the exchange offer is not declared effective by the SEC by June 6, 2006, which date has already passed;
	•	the exchange offer is not completed by August 5, 2006; or
	•	such registration is requested by any initial purchaser of the original notes, if such initial purchaser holds original notes ineligible to be exchanged for new notes in the exchange offer.

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	•	file the shelf registration statement with the SEC as soon as practicable after we are required to do so and cause the shelf registration statement to be declared effective by the SEC; and
	•	keep the shelf registration statement continuously effective until December 8, 2007, or if earlier, until all the registrable notes covered by the shelf registration statement are (i) sold thereunder, (ii)become eligible for resale pursuant to Rule 144 under the Securities Act, or (iii) cease to be registrable notes.

	•	such action is required by the SEC or a state securities authority; or
	•	the happening of any event that makes any statement made in the shelf registration statement or the related prospectus untrue in any material respect or requires changes in order to make the statements made not misleading.

	•	if the shelf registration statement is not declared effective by the SEC on or prior to the deadline specified in the registration rights agreement; or
	•	if the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the periods specified in the registration rights agreement, except during limited periods as a result of the exercise by us of our right to suspend use of the shelf registration statement and the related prospectus as described above; then

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	•	until such situation is cured, the annual interest rate borne by the notes will be increased by 0.25% per annum for the first 90-days (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the shelf registration statement is declared effective or the notes become freely tradable under the Securities Act.

	•	such notes shall have been exchanged for new notes pursuant to the exchange offer (or are eligible for exchange) or disposed of pursuant to the shelf registration statement;
	•	such notes shall have been sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, or be eligible for sale pursuant to Rule 144(k); or
	•	such notes shall have ceased to be outstanding.

	•	any new notes to be received by you will be acquired in the ordinary course of your business;
	•	at the time of the commencement of the exchange offer you had no arrangement or understanding with any person, or any intention, to participate in the distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act,
	•	you are not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any guarantor;
	•	if you are a broker-dealer, you did not purchase original notes directly from us for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;
	•	if you are a broker-dealer that will receive new notes for your own account in exchange for original notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such new notes; and
	•	you are not acting on behalf of any persons or entities that could not truthfully make the foregoing representations.

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	•	delay accepting any original note;
	•	amend the exchange offer;
	•	waive the condition of the exchange offer; and
	•	if the conditions described below under “— Conditions to the Exchange Offer” have occurred, to terminate the exchange offer.

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	•	the new notes to be received will not be tradable by the holder, without restriction under the Securities Act, the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;
	•	the exchange offer, or the making of any exchange by a holder of original notes, would violate applicable law or any applicable interpretation of the staff of the Commission; or
	•	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

	•	the representations described under “— Terms of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution;” and
	•	such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to make available an appropriate form for registration of the new notes under the Securities Act.

	•	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration of the exchange offer; or

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	•	comply with DTC’s Automated Tender Offer Program procedures described below.

	•	the exchange agent must receive original notes along with the letter of transmittal;
	•	the exchange agent must receive, before the expiration of the exchange offer, a properly transmitted agent’s message or a timely confirmation of book-entry transfer of original notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below; or
	•	the holder must comply with the guaranteed delivery procedures described below.

	•	make appropriate arrangements to register ownership of the original notes in the owner’s name; or
	•	obtain a properly completed bond power from the registered holder of original notes.

	•	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
	•	for the account of an eligible guarantor institution.

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	•	a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or
	•	an agent’s message transmitted pursuant to DTC’s Automated Tender Offer Program, or ATOP.

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	•	you must effect your tender through an “eligible guarantor institution”;
	•	a properly completed and duly executed notice of guaranteed delivery, in the form provided by us herewith, or an agent’s message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the expiration of the exchange offer as provided below; and
	•	the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent’s message, are received by the exchange agent within three business days after the date of execution of the notice of guaranteed delivery.

	•	the exchange agent must receive a written notice of withdrawal, which may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under the caption “— Exchange Agent”; or

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	•	holders must comply with the appropriate procedures of DTC’s ATOP system.

	•	specify the name of the person who tendered the original notes to be withdrawn;
	•	identify the original notes to be withdrawn, including the principal amount of the original notes to be withdrawn;
	•	be signed by the person who tendered the original notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and
	•	specify the name in which the original notes are to be re-registered, if different from that of the withdrawing holder.

	•	as set forth in the legend printed on the original notes as a consequence of the issuance of the original notes pursuant to the exemptions from the registration requirements of the Securities Act; and
	•	as otherwise set forth in the offering memorandum distributed in connection with the private offering of the original notes.

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By Mail or Overnight Courier:		By Facsimile Transmission:		By Hand Delivery:
The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.
c/o Bank of New York		c/o Bank of New York		c/o Bank of New York
101 Barclay Street – 7 East		(212) 298-1915		101 Barclay Street – 7 East
Corporate Trust Operations		Corporate Trust Operations		Corporate Trust Operations
Reorganization Section		Reorganization Section		Reorganization Section
New York, New York 10286		Attn: Carolle Montreuil		New York, New York 10286
Attn: Carolle Montreuil				Attn: Carolle Montreuil
		Confirm by Telephone:
		(212) 815-3750
		For Information Telephone:
		(212) 815-3750

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	•	are general unsecured, senior subordinated obligations of the Company;
	•	are limited to an aggregate principal amount of $204.0 million, subject to our ability to issue Additional Notes;
	•	mature on December 1, 2015;
	•	will be issued in denominations of $1,000 and integral multiples of $1,000;
	•	will be represented by one or more registered new notes in global form, but in certain circumstances may be represented by new notes in definitive form. See “The Exchange Offer”;
	•	are subordinated in right of payment to all existing and future Senior Indebtedness of the Company, including the Senior Secured Credit Agreement;

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	•	rank equally in right of payment to any future Senior Subordinated Indebtedness of the Company;
	•	are unconditionally guaranteed on a senior subordinated basis by each Restricted Subsidiary of the Company that guarantees other Indebtedness of the Company or other Subsidiary Guarantors. See “— Subsidiary Guarantees”; and
	•	are expected to be eligible for trading in the bond market.

	•	accrue at the rate of 8% per annum;
	•	accrue from the date of original issuance or, if interest has already been paid, from the most recent interest payment date;
	•	be payable in cash semi-annually in arrears on June 1 and December 1, commencing on June 1, 2006;
	•	be payable to the holders of record on the May 15 and November 15 immediately preceding the related interest payment dates; and
	•	be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Year		Percentage
2010			104.000	%
2011			102.667	%
2012			101.333	%
2013 and thereafter			100.000	%

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	•	outstanding Senior Indebtedness was $248.3 million, all of which would have been secured;
	•	the Company and the Subsidiary Borrower had additional commitments under the Senior Secured Credit Agreement available to them of $263.1 million, all of which would have been secured and have ranked senior to the Notes if borrowed;
	•	we would not have had any Senior Subordinated Indebtedness other than the Notes; and
	•	non-guarantor Subsidiaries would have had $6.5 million of liabilities (including trade payables, but excluding intercompany liabilities).

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	•	outstanding Guarantor Senior Indebtedness was $246.7 million, all of which would have been secured (including Indebtedness of the Subsidiary Borrower under the Senior Secured Credit Agreement); and
	•	the Subsidiary Guarantors did not have any Guarantor Senior Subordinated Indebtedness other than the Subsidiary Guarantees.

	(1) the sale or other disposition is in compliance with the Indenture, including the covenants “Limitation on sales of assets and subsidiary stock”, “Limitation on sales of capital stock of restricted subsidiaries” and “Merger and Consolidation”; and

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	(2) all the obligations of such Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements relating to any other Indebtedness of the Company or our Restricted Subsidiaries terminate upon consummation of such transaction.

	(1) that a Change of Control has occurred and that such holder has the right to require us to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date). Such payment is referred to herein as a Change of Control Payment;
	(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed), which shall be referred to herein as the Change of Control Payment Date; and
	(3) the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its Notes repurchased.

	(1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered; and
	(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by us.

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	(a) if we are an obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;
	(b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and
	(c) (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; and

	(ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company shall be deemed, in

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	each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be;

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	(a) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, we will classify such item of Indebtedness on the date of Incurrence in our sole discretion and, with the exception of clause (1) of the second paragraph, may later classify such item of Indebtedness in any manner that complies with this covenant and only be required to include the amount and type of such Indebtedness in one of such clauses;
	(b) all Indebtedness outstanding on the date of the Indenture under the Senior Secured Credit Agreement shall be deemed Incurred under clause (1) of the second paragraph of this covenant and not the first paragraph or clause (4) of the second paragraph of this covenant;
	(c) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included;
	(d) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;
	(e) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;
	(f) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness;
	(g) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction; and
	(h) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

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	(a) dividends or distributions payable in our Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock; and
	(b) dividends or distributions payable to us or a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis);

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	(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus
	(ii) 100% of the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) excluding in any event Net Cash Proceeds received by us from the issue and sale of our Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with the provisions set forth under the second paragraph of the caption “— Optional Redemption”; plus
	(iii) the amount by which our Indebtedness or the Indebtedness of our Restricted Subsidiaries is reduced on our balance sheet upon the conversion or exchange (other than by any of our Subsidiaries) subsequent to the Issue Date of any of our Indebtedness or that of our Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); plus
	(iv) the amount equal to the net reduction in Restricted Investments made by the Company or any of our Restricted Subsidiaries in any Person resulting from:

	(A) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary (other than for reimbursement of tax payments); or
	(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any

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	Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary,

	which amount in each case under this clause (iv) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income.

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	(a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract;
	(b) contained in mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or
	(c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;

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	(a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay or purchase our Senior Indebtedness or Indebtedness of a Wholly-Owned Subsidiary (other than any Disqualified Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligations of a Wholly-Owned Subsidiary that is a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and
	(b) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to invest

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	in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

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	(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“Payment Default”); or
	(b) results in the acceleration of such Indebtedness prior to its maturity (the “Cross Acceleration Provision”);

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	(a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or
	(b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

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	(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and
	(b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

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	(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and
	(b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

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	(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

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	(a) the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or
	(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount.

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	(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property so acquired or constructed; and
	(b) such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

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	(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and
	(b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

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	(a) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);
	(b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or
	(c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

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	(a) to subscribe for additional Capital Stock of such Person; or
	(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

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	•	100% of the cash proceeds from specified events of loss relating to properties of the borrowers or their subsidiaries in excess of 5% of the borrowers’ consolidated net worth, less the amount of any insurance proceeds used to rebuild, repair or reconstruct the property damaged;
	•	50% of the excess cash flow, as defined in the credit agreement, for any fiscal year in which our total funded debt to EBITDA ratio, as defined in the credit agreement, is greater than 3.50 to 1.00;
	•	100% of the net cash proceeds in excess of $10.0 million received by the borrowers or the U.S. subsidiary guarantors during any fiscal year from certain asset sales; and
	•	100% of the net cash proceeds of the issuance of certain unsecured indebtedness, and, 50% of the net cash proceeds of the issuance of certain unsecured subordinated indebtedness if at the time of any such incurrence our total funded debt to EBITDA ratio is greater than 3.50 to 1.00.

	Financial Covenants

	Affirmative Covenants

	•	within 90 days after the close of each fiscal year, our audited consolidated financial statements;
	•	within 45 days after the close of each of our first three fiscal quarters, our unaudited consolidated financial statements;
	•	at the time of delivery of the quarterly and annual financial statements, an officer’s certificate confirming compliance with the credit agreement;
	•	notice of a default or an event of default or of a material development that would be reasonably likely to have a material adverse effect;
	•	notice of certain events related to our compliance with and potential liability under ERISA;
	•	notice of certain events related to our environmental compliance to the extent such events would be reasonably likely to have a material adverse effect;

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	•	copies of financial statements and reports to our stockholders and all reports filed with the Commission;
	•	copies of all management letters and other material reports by our accountants;
	•	at the time of the delivery of financial statements, an officer’s certificate confirming that there have been no changes in the collateral that would require an amendment or additional filing by the administrative agent to preserve the continued perfection of the security interest granted by the borrowers; and
	•	such other reports and information as the administrative agent or any lender may reasonably request.

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	Negative Covenants.

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	•	in the over-the-counter market;
	•	in negotiated transactions;
	•	through the writing of options on the new notes; or
	•	through a combination of such methods of resale.

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	•	market prices prevailing at the time of resale;
	•	prices related to such prevailing market prices; or
	•	negotiated prices.

	•	holders subject to the alternative minimum tax;
	•	banks;
	•	tax-exempt organizations;
	•	insurance companies;
	•	dealers in securities or currencies;
	•	traders in securities or commodities, or dealers in commodities, that elect to use a mark-to-market method of accounting;

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	•	financial institutions;
	•	holders whose “functional currency” is not the U.S. dollar; or
	•	persons that will hold the new notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction.

	•	will not recognize any gain or loss on the exchange;
	•	will have a holding period for the new note that includes the holding period for the outstanding note exchanged therefore; and
	•	will have an adjusted tax basis in the new note immediately after the exchange equal to its adjusted tax basis in the outstanding note exchanged therefore immediately prior to the exchange.

	Consequences to U.S. Holders

	•	a citizen or resident of the U.S.;
	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia; or
	•	a trust (1) if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable regulations to be treated as a U.S. person.

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	Consequences to Non-U.S. Holders

	•	you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;
	•	you are not a controlled foreign corporation that is related to us through stock ownership; and
	•	you provide to us your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification generally may be made by a beneficial owner of new notes on an

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		IRS Form W-8BEN); or a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business and that holds new notes on your behalf certifies, under penalties of perjury, that it has received IRS Form W-8BEN (other applicable form) from you or from another qualifying financial institution intermediary, and provides a copy of the IRS Form W-8BEN.

	•	subject to an applicable tax treaty providing otherwise, that gain is effectively connected with your conduct of a trade or business in the U.S.;
	•	you are an individual who is present in the U.S. for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
	•	you are subject to Code provisions applicable to certain U.S. expatriates and former long-term residents of the U.S.

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	•	Incorporated documents are considered part of this prospectus;
	•	We can disclose important information to you by referring you to those documents; and
	•	Information that we file with the Commission will automatically update and supersede this incorporated information.

	•	Our Annual Report on Form 10-K for the year ended December 31, 2005, except for financial statements which have been amended by our Report on Form 8-K filed June 9, 2006;
	•	Our Quarterly Report on Form 10-Q for the three months ended March 31, 2006;
	•	Our Proxy Statement on Schedule 14A filed with the SEC April 20, 2006;
	•	Our Current Reports on Form 8-K filed on October 7, 2005, November 15, 2005, December 13, 2005, May 25, 2006, and June 9, 2006, and on Form 8-K/ A filed on November 15, 2005, and December 19, 2005.

	•	reports filed under Sections 13(a) and (c) of the Exchange Act;
	•	reports and schedules filed under Section 14 of the Exchange Act; and
	•	any reports filed under Section 15(d) of the Exchange Act.

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Item 20.	Indemnification of Directors and Officers.

	Indemnification under the Delaware General Corporation Law

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	Indemnification under the Company’s Certificate of Incorporation

Item 21.	Exhibits and Financial Statements

Item 22.	Undertakings.

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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	GIBRALTAR INDUSTRIES, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		July 20, 2006
/s/ Henning Kornbrekke   Henning Kornbrekke				President and Chief Operating Officer		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006
/s/ Robert E. Sadler, Jr.   Robert E. Sadler, Jr.				Director		July 20, 2006
/s/ Gerald S. Lippes   Gerald S. Lippes				Director		July 20, 2006
/s/ Arthur A. Russ, Jr.   Arthur A. Russ, Jr.				Director		July 20, 2006
/s/ William P. Montague   William P. Montague				Director		July 20, 2006
/s/ David N. Campbell   David N. Campbell				Director		July 20, 2006
/s/ William J. Colombo   William J. Colombo				Director		July 20, 2006

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	AIR VENT INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	ALABAMA METAL INDUSTRIES CORPORATION

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	APPLETON SUPPLY COMPANY, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	3073819 NOVA SCOTIA COMPANY

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	FORMER LEASING LIQUIDATING, LLC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006
Former Heat Treat Liquidating Corp.				Manager		July 20, 2006
By:		/s/ Brian J. Lipke, President   Brian J. Lipke

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	FORMER HEAT TREAT LIQUIDATING CORP.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

II-x

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	BC LIQUIDATING CORP.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR OF NEVADA, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	CLEVELAND PICKLING, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	CONSTRUCTION METALS, LLC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006
Southeastern Metals Manufacturing Company, Inc.				Manager		July 20, 2006
By:		/s/ Brian J. Lipke, President

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	DIAMOND PERFORATED METALS, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GATOR GRATE, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR INTERNATIONAL, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR STEEL CORPORATION OF NEW YORK

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR STRIP STEEL, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GSCNY CORP.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR OF MICHIGAN, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	GIBRALTAR OF INDIANA, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	HT LIQUIDATING CORP.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	INTERNATIONAL GRATING, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	K&W METAL FABRICATORS, LLC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006
SOUTHEASTERN METALS MANUFACTURING COMPANY, INC.
By:		/s/ Brian J. Lipke, President		Manager, Chief Executive Officer		July 20, 2006

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	GIBRALTAR OF PENNSYLVANIA, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	SCM METAL PRODUCTS, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	SEA SAFE, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	SOLAR GROUP, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	SOLAR OF MICHIGAN, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	SOUTHEASTERN METALS MANUFACTURING COMPANY INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	UNITED STEEL PRODUCTS, INC.

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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	WM. R. HUBBELL STEEL CORPORATION

	By:	/s/ DAVID W. KAY

	David W. Kay
	Executive Vice President,
	Chief Financial Officer and Treasurer

Signature				Title		Date
/s/ Brian J. Lipke   Brian J. Lipke				Chief Executive Officer and a Director (Principal Executive Officer)		July 20, 2006
/s/ David W. Kay   David W. Kay				Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 20, 2006

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Item 21.	Exhibits and Financial Statement Schedules.

	(a) Exhibits

Exhibit
Number				Description
	3.1*			Certificate of Incorporation of the Registrant
	3.2*			Amended and Restated By-Laws of the Registrant effective August 11, 1998
	4.1			Specimen Common Share Certificate (incorporated by reference number to the same exhibit number to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
	4.2			Indenture, dated as of December 8, 2005, among the Company, the Guarantors (as defined therein) and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 13, 2005)
	4.3			Form of 8% Senior Subordinated Note, Series B, due 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 13, 2005)
	5.1*			Opinion of Lippes Mathias Wexler Friedman LLP regarding validity of the new notes and the new guarantees
	10.1			Partnership Agreement of Samuel Pickling Management Company dated June 1, 1988 between Cleveland Pickling, Inc. and Samuel Manu-Tech, Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
	10.2			Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co. and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (Registration NO. 33-69304))
	10.3			Lease dated September 1, 1990 between Erie County Industrial Development Agency and Integrated Technologies International, Ltd. (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
	10.4			Lease dated June 4, 1993 between Buffalo Crushed Stone, Inc. and Gibraltar Steel Corporation (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
	10.5			Employment Agreement dated as of July 9, 1998 between the Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
	10.6			Gibraltar Steel Corporation Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
	10.7			Agreement dated December 22, 2000 for Adoption by Gibraltar Steel Corporation of New York of the Dreyfus Nonstandardized Prototype Profit Sharing Plan and Trust (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)
	10.8			Gibraltar Industries, Inc. Incentive Stock Option Plan, Fifth Amendment and Restatement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
	10.9			Gibraltar Industries, Inc. Restricted Stock Plan, First Amendment and Restatement (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997)
	10.10			Gibraltar Industries, Inc. Non-Qualified Stock Option Plan, First Amendment and Restatement (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (Registration No. 333-03979)
	10.11			Gibraltar Industries, Inc. Profit Sharing Plan dated August 1, 1984, as Amended April 14, 1986 and May 1, 1987 (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))

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Exhibit
Number				Description
	10.12			Fourth Amended and Restated Credit Agreement among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, JPMorgan Chase Bank, as administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
	10.13			First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999)
	10.14			Gibraltar 401(k) Plan Amendment and Restatement Effective October 1, 2004 as amended by the First, Second, and Third Amendments to the Amendment and Restatement Effective October 1, 2004 (Incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
	10.15			First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation 401(k) Plan (Incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994)
	10.16			Gibraltar Industries, Inc. 2005 Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed May 25, 2005)
	10.17			Gibraltar Industries, Inc. 2005 Equity Incentive Plan Form of Award of Restricted Units (Long Term Incentive) (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed May 25, 2005)
	10.18			Gibraltar Industries, Inc. 2005 Equity Incentive Plan Form of Award of Non-Qualified Option (Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed May 25, 2005)
	10.19			Gibraltar Industries, Inc. 2005, Equity Incentive Plan Form of Award (Retirement) (Incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed May 25, 2005)
	10.20			Credit Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York and Key Bank National Association and the other lenders named therein dated as of April 1, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 7, 2005)
	10.21			Change in Control Agreement between the Company and Brian J. Lipke dated as of April 7, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 13, 2005)
	10.22			Change in Control Agreement between the Company and Henning Kornbrekke dated as of April 7, 2005 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 13, 2005)
	10.23			Change in Control Agreement between the Company and David W. Kay dated as of April 7, 2005 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 13, 2005)
	10.24			Agreement and Plan of Merger among Alabama Metal Industries Corporation, Gibraltar Industries, Inc., Expansion Co., Inc. and the security holders named on the schedules thereto dated as of September 9, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 15, 2005)
	10.25			Amendment No. 1 to Credit Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York and KeyBank National Association and the other lenders named therein dated as of September 9, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 15, 2005)
	10.26			Term Loan Agreement among Gibraltar Industries, Inc., Gibraltar Steel Corporation of New York, KeyBank National Association and the lenders named therein dated as of October 3, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 7, 2005)

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Exhibit
Number				Description
	10.27			Amended and Restated Credit Agreement, dated as of December 8, 2005, among the Company, Gibraltar Steel Corporation of New York, as co-borrower, the lenders parties thereto, KeyBank National Association as administrative agent, JPMorgan Chase Bank, N.A. as syndication agent, Harris Trust and Savings Bank, as co-documentation agent, HSBC Bank USA, National Association as co-documentation agent, and Manufacturers and Traders Trust Company, as co-documentation agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 13, 2005)
	10.28			Registration Rights Agreement, dated as of December 8, 2005, among the Company, the Guarantors (as defined therein) and J.P. Morgan Securities Inc., McDonald Investments Inc., and Harris Nesbitt Corp., as initial purchasers of notes (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 13, 2005)
	10.29			Asset Purchase Agreement among Gibraltar Industries, Inc., its subsidiaries that are signatory thereto and Blue Water Thermal Processing LLC dated May 31, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 7, 2006)
	12*			Statement re: computation of earnings to fixed charges
	14			Code of Ethics for senior financial officers and the Chief Executive Officer of Gibraltar Steel Corporation; (incorporated by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004)
	21*			Subsidiaries of the Registrant
	23.1*			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2*			Consent of Independent Registered Public Accounting Firm
	23.3*			Consent of Independent Auditors
	23.4*			Consent of Lippes Mathias Wexler Friedman LLP (contained in Exhibit 5.1)
	24*			Power of Attorney (included on signature page)
	25*			Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended, of The Bank of New York, Trust Company, N.A., as Trustee
	99.1*			Form of Letter of Transmittal
	99.2*			Form of Notice of Guaranteed Delivery
	99.3*			Form of Notice to Investors
	99.4*			Form of Notice to Broker Dealers

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	Very truly yours,
	/s/ Lippes Mathias Wexler Friedman LLP

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II-xl

 

		Year Ended December 31,																								Three Months
																										Ended March 31,
																						Pro Forma
		2001				2002				2003				2004				2005				2005				2005				2006
Fixed Charges:
Interest costs			13,351				8,283				13,096				12,915				25,442				27,604				3,928				8,047
Capitalized interest			469				105				156				258				588				588				127				133
Interest portion of rental expense			1,811				1,322				2,119				3,029				3,682				4,345				757				846
Total fixed charges			15,631				9,710				15,371				16,202				29,712				32,537				4,812				9,026
Earnings:
Pre-tax income			21,583				39,046				44,465				81,479				72,526				96,391				17,412				23,601
Net distributed (undistributed) earnings of equity invested			547				340				316				(3,166	)			(244	)			(244	)			101				(319	)
Capitalized interest			(469	)			(105	)			(156	)			(258	)			(588	)			(588	)			(127	)			(133	)
Fixed charges			15,631				9,710				15,371				16,202				29,712				32,537				4,812				9,026
Total earnings			37,292				48,991				59,996				94,257				101,406				128,096				22,198				32,175
Ratio of earnings to fixed charges			2.39				5.05				3.90				5.82				3.41				3.94				4.61				3.56

II-xli

 

Gibraltar Steel Corporation of New York					New York
	Wm. R. Hubbell Steel Corporation				Illinois
	Gibraltar of Nevada, Inc.				Nevada
	Southeastern Metals Manufacturing Company, Inc.				Florida
	United Steel Products Company				Minnesota
	Gibraltar of Michigan, Inc.				Michigan
	Gibraltar of Indiana, Inc.				Michigan
	K & W Metal Fabricators, LLC				Colorado
	HT Liquidating Corp.				Delaware
	BC Liquidating Corp.				Michigan
	Gibraltar of Ohio, Inc.				Delaware
		Gibraltar of Illinois, Inc.			Illinois
	Gibraltar of Pennsylvania				Pennsylvania
	GSC Flight Services Corp.				New York
	GIT Limited				New York
	Gibraltar International, Inc.				Delaware
		3073819 Nova Scotia Company			Nova Scotia, Canada
	Gibraltar Pacific, Inc.				Mauritius
		SCM Metal Products (Suzhou) Co., Ltd.			China
	Solar of Michigan, Inc.				Delaware
	Construction Metals, LLC				California
	Air Vent Inc.				Delaware
	GSCNY Corp.				Delaware
	Former Heat Treat Liquidation Corp.				Delaware
		Former Leasing Liquidation LLC			Delaware
	SCM Metal Products, Inc.				Delaware
	Renown Specialties Company, Ltd.				Ontario, Canada
	Alabama Metal Industries Corporation				Delaware
		Diamond Perforated Metals, Inc.			California
		Seasafe, Inc.			Louisiana
		AMICO Canada, Inc.			Canada
		International Grating, Inc.			Texas
		Gator Grate, Inc.			Louisiana
Gibraltar Strip Steel, Inc.					Delaware
Cleveland Pickling, Inc.					Delaware
Solar Group, Inc.					Delaware
Appleton Supply Co., Inc.					Delaware

 

	/s/ Ernst & Young LLP

II-xlii

 

II-xliii

 

II-xliv

 

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By Mail or Overnight Courier:		By Facsimile:		By Hand Delivery:
The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.
c/o Bank of New York		c/o Bank of New York		c/o Bank of New York
101 Barclay Street – 7 East		(212) 298-1915		101 Barclay Street – 7 East
Corporate Trust Operations		Corporate Trust Operations		Corporate Trust Operations
Reorganization Section		Reorganization Section		Reorganization Section
New York, New York 10286		Attn: Carolle Montreuil		New York, New York 10286
Attn: Carolle Montreuil				Attn: Carolle Montreuil
		Confirm by Telephone:
		(212) 815-3750
		For Information Telephone:
		(212) 815-3750

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DESCRIPTION OF ORIGINAL NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s)

Certificate

Aggregate Principal

Principal Amount

(Please fill in if blank)

Number(s)*

Amount Represented

Tendered**

Total:

*	Need not be completed if Original Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Original Notes. Tenders of Original Notes will be accepted only in integral multiples of $1,000. See Instruction 2.

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o	Check here if tendered Original Notes are being delivered by book-entry transfer made to an account maintained by the Exchange Agent with DTC and complete the following:

o	Check here if tendered Original Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Exchange Agent and complete the following (and enclose photocopy of the Notice of Guaranteed Delivery previously sent):

o	Check here if you are a broker-dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto and complete the following:

o	Check here if tendered Original Notes are enclosed herewith.

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	(i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or any beneficial owner of the Original Notes tendered hereby;
	(ii) neither the undersigned Holder nor any beneficial owner of the Original Notes tendered hereby is engaged in, intends to engage in, or has any arrangement or understanding with any person or entity to participate in, a distribution of the New Notes within the meaning of the Securities Act;
	(iii) neither the undersigned Holder nor any beneficial owner of the Original Notes tendered hereby is an “affiliate” of any of the Issuers within the meaning of Rule 405 promulgated under the Securities Act;

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	(iv) if the undersigned or any beneficial owner of the Original Notes tendered hereby is a broker-dealer, neither the undersigned nor any such beneficial owner purchased the Original Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;
	(v) if the undersigned or any beneficial owner of the Original Notes tendered hereby is a broker-dealer, the undersigned further represents, warrants and agrees that, if it or such other beneficial owner will receive New Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, the undersigned or such beneficial owner will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer; provided, however, that, by acknowledging that you or such beneficial owner, as such a broker-dealer, will deliver, and by delivering, a Prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes, you or such beneficial owner will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and
	(vi) the undersigned Holder is not acting on behalf of any person or entity that could not truthfully make the foregoing representations, warranties and agreements.

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Address:

o	Check box if New Notes are to be issued to the person indicated above:
o	Check box if unexchanged Original Notes are to be issued to the person indicated above:

Address:

o	Check box if New Notes are to be delivered to the person indicated above:
o	Check box if unexchanged Original Notes are to be delivered to the person indicated above:

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REQUESTER’S NAME: THE BANK OF NEW YORK
Substitute Form W-9		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT (AND CHECK THE “EXEMPT” BOX IF APPLICABLE) AND SIGN THE CERTIFICATION BELOW		Social Security Number or Taxpayer Identification Number   o Exempt

Department of the Treasury Internal Revenue Service (IRS) Payer’s Request for Taxpayer Identification Number (TIN) Please fill in your name and address below.   Name   Address (number and street)   City, State and Zip Code		Part 2  o  TIN Applied For    Part 3 — Certification  Under penalties of perjury, I certify that  (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);  (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and  (3) I am a U.S. person (as defined for U.S. federal income tax purposes)
Certification Instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the “Exempt” box in Part 1 and see the enclosed “Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9.”

Signature:		Date:

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	Name

	Taxpayer Identification Number (TIN)

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						Give Name and TIN of:
For this type of account:
	1.			Individual		The individual
	2.			Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
	3.			Custodian account of a minor (Uniform Gift to Minor)		The minor(2)
	4.			a. The usual revocable savings trust (grantor is also trustee)		The grantor-trustee(1)
				b. The so-called trust account that is not a legal or valid trust under state law		The actual owner(1)
	5.			Sole proprietorship		The owner(3)
	6.			A valid trust, estate or pension trust		Legal entity (4)
	7.			Corporation		The corporation
	8.			Associations, clubs, religious, charitable, educational or other tax-exempt organization		The organization
	9.			Partnership		The partnership
	10.			A broker or registered nominee		The broker or nominee
	11.			Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or employer identification number if you have one.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

	NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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	(1)	An organization exempt from tax under section 501 (a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account (IRA), or a custodial account under section 403 (b) (7) of the Code if the account satisfies the requirements of section 401 (f) (2) of the Code.
	(2)	The United States or any of its agencies or instrumentalities.
	(3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
	(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
	(5)	An international organization or any of its agencies or instrumentalities.
	(6)	A corporation.
	(7)	A foreign bank of central issue.
	(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.
	(9)	A real estate investment trust.

(10)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(11)	A common trust fund operated by a bank under section 584 (a) of the Code.
(12)	A financial institution (as defined for purposes of section 3406 of the Code).
(13)	A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.
(14)	A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

(15)	Futures commission merchant registered with the Commodity Futures Trading Commission.
(16)	A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

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By Mail or Overnight Courier:		By Facsimile:		By Hand Delivery:
The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.
c/o Bank of New York		c/o Bank of New York		c/o Bank of New York
101 Barclay Street – 7 East		(212) 298-1915		101 Barclay Street – 7 East
Corporate Trust Operations		Corporate Trust Operations		Corporate Trust Operations
Reorganization Section		Reorganization Section		Reorganization Section
New York, New York 10286		Attn: Carolle Montreuil		New York, New York 10286
Attn: Carolle Montreuil				Attn: Carolle Montreuil
		Confirm by Telephone:
		(212) 815-3750
		For Information Telephone:
		(212) 815-3750

 

By Mail or Overnight Courier:		By Facsimile:		By Hand Delivery:
The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.		The Bank of New York Trust Company, N.A.
c/o Bank of New York		c/o Bank of New York		c/o Bank of New York
101 Barclay Street – 7 East		(212) 298-1915		101 Barclay Street – 7 East
Corporate Trust Operations		Corporate Trust Operations		Corporate Trust Operations
Reorganization Section		Reorganization Section		Reorganization Section
New York, New York 10286		Attn: Carolle Montreuil		New York, New York 10286
Attn: Carolle Montreuil				Attn: Carolle Montreuil
		Confirm by Telephone:
		(212) 815-3750
		For Information Telephone:
		(212) 815-3750

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DESCRIPTION OF ORIGINAL NOTES TENDERED
Name(s) and Address(es) of		Certificate Number(s)		Principal Amount
Registered Holder(s)		(if Available)		Tendered*
		Total:
* Tenders of Original Notes will be accepted only in integral multiples of $1,000.

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Dated:

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Name of Institution		Authorized Signature
Address Line 1		Title
Address Line 2
Area Code and Telephone Number		Date

 

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Signature(s)

Please print name(s) here

Please type or print address

Area Code and Telephone Number

Date:                                          , 2006

Taxpayer Identification or

Social Security Number

My Account Number with You

 

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Gibraltar Industries, Inc.
3356 Lake Shore Road
P.O. Box 2028
Buffalo, NY 14219

July 20, 2006

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  Gibraltar Industries, Inc.
        Registration Statement on Form S-4
        (the “Registration Statement”)

Ladies and Gentlemen:

      Gibraltar Industries, Inc. (the “Company”) and certain of its wholly-owned domestic subsidiaries (the “Guarantors”) have filed the above-referenced Registration Statement to register 8% Senior Subordinated Notes due 2015, and associated guarantees (collectively, the “original securities”), in order to conduct an exchange offer with respect to outstanding 8% Senior Subordinated Notes due 2015, and associated guarantees (collectively, the “new securities”), that were sold in a private placement on December 8, 2005. In this letter, I refer to the Company and the Guarantors, collectively, as the “issuers.”

      The exchange offer will be conducted in accordance with the parameters sets forth the Exxon Capital Holdings Corporation no-action letter, dated April 13, 1988, the Morgan Stanley & Co. Incorporated no-action letter, dated June 5, 1991, the Shearman & Sterling no-action letter, dated July 2, 1995, and similar no-action letters.

      As such, the issuers hereby represent that they have not entered into any arrangement or understanding with any person to distribute the new securities to be received in the exchange offer and to the best of such issuers’ information and belief, each person participating in the exchange offer is acquiring the new securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the new securities to be received in the exchange offer. In this regard, the issuers will make each person participating in the exchange offer aware (through the exchange offer prospectus or otherwise) that if the exchange offer is being registered for the purpose of secondary resales, any holder using the exchange offer to participate in a distribution of the new securities to be acquired in the registered exchange offer (1) could not rely on the staff position enunciated in Exxon Capital Holdings Corporation (avail. May 13, 1988) or similar letters; and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) in connection with a secondary resale transaction. The issuers hereby acknowledge that

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such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

      Furthermore, the issuers will (1) make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds original securities acquired for its own account as a result of market-making activities or other trading activities, and who receives new securities in exchange for such original securities pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act; and (2) include in the transmittal letter or similar documentation to be executed by the exchange offeree in order to participate in the exchange offer a representation to the effect that by accepting the exchange offer, the offeree represents to the issuer that it is not engaged in, and does not intend to engage in, a distribution of the new securities, and that if the exchange offeree is a broker-dealer holding original securities acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new securities received in respect of such original securities pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      Lastly, please note that the “Plan of Distribution” in the exchange offer prospectus will include disclosure stating that each broker-dealer that receives new securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities, and, that the exchange offer prospectus may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities.

      Should any questions arise in connection with the Registration Statement or this supplemental letter, please contact me at (716) 826-6500.

		Very truly yours,
		/s/  David W. Kay
		Name: David W. Kay
		Title: Executive Vice President, Chief Financial Officer and Treasurer