SEC Filing | Gibraltar Industries, Inc.

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As filed with the Securities and Exchange Commission on September 4, 2001

Registration No. 333-65762

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GIBRALTAR STEEL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 16-1445150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(716) 826-6500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Brian J. Lipke
Chairman of the Board and
Chief Executive Officer
Gibraltar Steel Corporation
3556 Lake Shore Road
P. O. Box 2028
Buffalo, New York 14219-0228
(716) 826-6500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies To:
Gerald S. Lippes, Esq. John W. White, Esq.
Robert J. Olivieri, Esq. Cravath, Swaine & Moore
Lippes, Silverstein, Mathias & Wexler LLP Worldwide Plaza
700 Guaranty Building 825 Eighth Avenue
28 Church Street New York, New York 10019
Buffalo, New York 14202-3950 (212) 474-1000
(716) 853-5100

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in conjunction with dividend or
interest reinvestment plans, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

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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.

SUBJECT TO COMPLETION, DATED , 2001

PROSPECTUS

[LOGO] Gibraltar
3,000,000 Shares

Gibraltar Steel Corporation

Common Stock
$ per share

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We are selling 2,500,000 shares of our common stock and the selling
stockholders named in this prospectus are selling 500,000 shares. We will not
receive any proceeds from the sale of the shares by the selling stockholders.
We have granted the underwriters an option to purchase up to 450,000 additional
shares of common stock to cover over-allotments.

Our common stock is quoted on the Nasdaq National Market under the symbol
"ROCK." The last reported sale price of our common stock on the Nasdaq National
Market on August 29, 2001, was $19.28 per share.

-------------

Investing in our common stock involves risks. See "Risk Factors" beginning
on page 7.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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Per Share Total
--------- -----

Public Offering Price $ $
Underwriting Discount $ $
Proceeds to Gibraltar, before expenses $ $
Proceeds to the selling stockholders, before expenses $ $

The underwriters expect to deliver the shares to purchasers on or about
, 2001.

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Salomon Smith Barney
McDonald Investments Inc.

, 2001

CURRENT U.S. LOCATIONS

[Map of the United States with
dots indicating the location of current processing,
manufacturing and distribution facilities of
Gibraltar Steel Corporation]

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than
the date on the front of this prospectus.

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TABLE OF CONTENTS

Page
----

Summary.................................................................. 1
Risk Factors............................................................. 6
Forward Looking Statements............................................... 9
Use of Proceeds.......................................................... 10
Capitalization........................................................... 11
Price Range of Common Stock.............................................. 12
Dividend Policy.......................................................... 13
Selected Consolidated Financial Data..................................... 14
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 15
Business................................................................. 20
Management............................................................... 31
Principal and Selling Stockholders....................................... 33
Description of Capital Stock............................................. 36
Underwriting............................................................. 39
Legal Matters............................................................ 41
Experts.................................................................. 41
Where You Can Find Additional Information................................ 41
Incorporation by Reference............................................... 42
Index to Consolidated Financial Statements............................... F-1

SUMMARY

This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. Accordingly, it does not contain all of the
information that may be important to you. You should read this entire
prospectus carefully, including the information under "Risk Factors" and the
consolidated financial statements and the notes thereto included elsewhere in
this prospectus before making an investment decision. Unless the context
otherwise requires, references to "we," "us" or "our" refer collectively to
Gibraltar Steel Corporation and its subsidiaries. Unless otherwise stated, all
information contained in this prospectus assumes no exercise of the
over-allotment option granted to the underwriters.

The Company

We are a leading processor, manufacturer and provider of high value-added,
high margin steel products and services. Since our initial public offering in
1993, we have continued to build upon our core competencies of processing and
manufacturing by expanding into the building and construction products, metal
processing and commercial heat-treating markets through strategic acquisitions
and internal growth. We are now the second largest domestic commercial
heat-treater and have become a major supplier of metal building and
construction products. We have broadened our product lines and services,
entered new geographic and end-user markets and expanded our customer base
through the acquisition of 15 businesses for approximately $296 million and the
investment of approximately $140 million in capital expenditures. As a result
of this growth, we now have 54 facilities in 20 states and Mexico serving more
than 10,000 customers in a variety of industries.

Since our initial public offering, our operating approach and the successful
execution of our growth strategy have enabled us to outperform most of our
publicly traded competitors in the processor and service center industry with
respect to net sales, EBITDA and net income growth. During this same period, we
achieved eight consecutive fiscal years of record net sales and EBITDA, and our
net sales, EBITDA and net income increased at compound annual growth rates of
22.1%, 25.7% and 18.7%, respectively. In addition, our EBITDA margin expanded
from 9.7% in 1993 to 12.0% in 2000. As a result of the general economic
slowdown, net sales, EBITDA and net income for the first six months of 2001
decreased by 10.0%, 20.6% and 46.6% respectively, as compared to the results
generated in the first six months of 2000.

We utilize any one or a combination of more than 25 different processes and
services to manufacture and deliver a variety of high-quality steel products.
Our cold-rolled strip steel is used in applications that demand more precise
widths, improved surface conditions, more diverse chemistries and tighter gauge
tolerances than are supplied by primary producers of flat-rolled steel
products. Our heavy duty steel strapping is used to close and reinforce
packages, such as cartons and crates for shipping. We offer a wide array of
building and construction products, many of which are designed to meet and
exceed increasingly stringent building codes and insurance company requirements
governing both residential and commercial construction. Our building and
construction products include steel lumber connectors, metal roofing and
accessories, storm panels, ventilation products and mailboxes. We also provide
specialized heat-treating services that refine the metallurgical properties of
customer-owned metal products for a variety of industries that require critical
performance characteristics.

We sell our products both domestically and internationally to manufacturers
and distributors and, to a lesser extent, directly to end-users for a wide
range of applications. Additionally, we sell our products to consumers through
hardware and building products distributors and mass merchandisers. Our major
commercial markets include the automotive, automotive supply, building and
construction, steel, machinery and general manufacturing industries.

Our Opportunity

The steel industry is comprised of primary steel producers, service centers,
processors and end product manufacturers. Primary steel producers typically
focus on the production and sale of standard size and tolerance steel to large
volume purchasers, including steel processors. Service centers typically
provide services such as storage and shipping, slitting and cutting to length.
Steel processors, through the application of various higher value-added
processes such as cold-rolling and specialized heat-treating methods, process
steel of a precise grade, temper, tolerance and finish. End product
manufacturers incorporate the processed steel into finished goods.

We have developed a set of steel and metal processing core competencies as a
processor operating between primary steel producers and end product
manufacturers. Industry statistics indicate that although the number of service
centers and processors has decreased from approximately 7,000 in 1980 to
approximately 3,400 in 2000, annual sales by service centers and processors
have increased from $30 billion in 1996 to $75 billion in 2000.

Our industry has been impacted recently as manufacturers have increasingly
outsourced non-core business functions and consolidated their suppliers to
improve productivity and cost efficiency. We believe that manufacturer
outsourcing and the consolidation of suppliers will continue to become more
prevalent, resulting in increased demand for our products and services in the
future.

Our Competitive Strengths

We have established a reputation as an industry leader in quality, service
and innovation and have achieved a strong competitive position in our markets.
We attribute this primarily to the following competitive strengths:

. our ability to provide high value-added products and services;

. our ability to identify and integrate acquisitions;

. the diversification of our customers, products and services;

. our commitment to quality;

. the efficiency of our inventory purchasing and management; and

. our experienced management team.

Our Strategy

Our strategic objective is to further enhance our position as a leading
processor, manufacturer and provider of high value-added, high margin steel
products and services. We plan to achieve this objective through the aggressive
pursuit of our business strategy, which includes:

. a focus on high value-added, high margin steel products and services;
. a commitment to internal growth and continuous cost reduction;
. a commitment to external growth through the acquisition of businesses
which are immediately accretive to our earnings per share, have long-term
growth potential and also complement, expand and enhance our products and
services and broaden our markets and customer base; and
. a dedication to quality, service and customer satisfaction.

Recent Developments

Consistent with our growth strategy, we recently made two acquisitions. In
July 2000, we acquired Milcor, an Ohio-based manufacturer of a complete line of
metal building products. This acquisition strengthens our existing line of
registers and vents and expands our product lines to include bath cabinets,
access doors, roof hatches and telescoping doors. Milcor's two facilities
provide us with manufacturing and distribution operations in new markets and
its customer relationships create opportunities to cross-sell our other
products.

In February 2001, we acquired Pennsylvania Industrial Heat Treaters, a
leading commercial heat-treater of powdered metal parts. This transaction
established us as the leading commercial heat-treater of powdered metal parts
in the United States. It also extends the geographical reach of our
heat-treating services to the northeastern United States.

Corporate Information

Our company was incorporated under the laws of the State of Delaware in
1993. Our executive offices are located at 3556 Lake Shore Road, Buffalo, New
York 14219 and our telephone number is (716) 826-6500. Our Internet web site
address is www.gibraltar1.com. Information contained on our web site is not a
part of this prospectus.

The Offering

Common stock being offered by:
Our company......................... 2,500,000 shares
The selling stockholders............ 500,000 shares
-----------------
Total........................... 3,000,000 shares
=================
Common stock to be outstanding after
this offering........................ 15,095,374 shares /(1)/
Use of proceeds........................ We will use the net proceeds to repay a portion of
our outstanding bank indebtedness, some of which
was used to fund the acquisitions of Milcor and
Pennsylvania Industrial Heat Treaters and capital
expenditures. We will not receive any proceeds
from shares sold by the selling stockholders. See
"Use of Proceeds."
Nasdaq National Market symbol.......... ROCK

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/(1)/Excludes (i) an aggregate of 400,000 shares of common stock reserved for
issuance under our Non-Qualified Stock Option Plan, of which 247,500 shares
were subject to outstanding options as of June 30, 2001 at a weighted
average exercise price of $13.34 per share, (ii) an aggregate of 1,475,000
shares of common stock reserved for issuance under our Incentive Stock
Option Plan of which 849,017 shares were subject to outstanding options as
of June 30, 2001 at a weighted average exercise price of $16.57 per share
and (iii) an aggregate of 41,000 shares of common stock reserved for
issuance under our Restricted Stock Plan.

Summary Consolidated Financial Data

The summary consolidated financial data presented below have been derived
from our consolidated financial statements that have been audited by
PricewaterhouseCoopers LLP, except that the data for the six-month periods
ended June 30, 2000 and 2001 are derived from unaudited consolidated financial
statements which, in our opinion, reflect all adjustments necessary for a fair
presentation. The consolidated balance sheets as of December 31, 1999 and 2000
and June 30, 2000 and 2001 and the related statements of income, cash flow and
shareholders' equity for the three years ended December 31, 2000 and the
six-month periods ended June 30, 2000 and 2001 and notes thereto appear
elsewhere in this prospectus. Results for the six-month periods are not
necessarily indicative of results for the full year. The summary consolidated
financial data presented below should be read in conjunction with, and are
qualified in their entirety by, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," our consolidated financial
statements and the notes thereto and other financial information included
elsewhere in this prospectus.

Six Months Ended
Year Ended December 31, June 30,
-------------------------------------------- -----------------
1996 1997 1998 1999 2000 2000 2001
-------- -------- -------- -------- -------- -------- --------
(unaudited)
(in thousands, except per share data)

Income Statement Data:
Net sales........................................ $342,974 $449,700 $557,944 $621,918 $677,540 $349,157 $314,100
Gross profit..................................... 61,257 74,163 101,495 127,973 135,797 71,164 60,566
Income from operations before amortization /(1)/. 31,282 33,606 46,567 58,308 63,868 33,654 24,013
Amortization..................................... 665 1,003 2,112 2,839 3,976 1,920 2,217
Income from operations........................... 30,617 32,603 44,455 55,469 59,892 31,734 21,796
Interest expense................................. 3,827 5,115 11,389 13,439 18,942 8,425 9,352
Income before income taxes....................... 26,790 27,488 33,066 42,030 40,950 23,309 12,444
Net income....................................... 15,975 16,416 19,840 25,008 24,365 13,869 7,404
Earnings per Share Data:
Diluted.......................................... $ 1.39 $ 1.30 $ 1.57 $ 1.95 $ 1.92 $ 1.09 $ 0.58
Basic............................................ $ 1.42 $ 1.33 $ 1.59 $ 1.99 $ 1.94 $ 1.10 $ 0.59
Weighted average shares outstanding--Diluted..... 11,464 12,591 12,651 12,806 12,685 12,696 12,741
Weighted average shares outstanding--Basic....... 11,261 12,357 12,456 12,540 12,577 12,580 12,583
Other Data:
EBITDA /(2)/..................................... $ 36,863 $ 41,081 $ 57,788 $ 72,921 $ 81,080 $ 42,025 $ 33,378
Capital expenditures............................. 15,477 21,784 22,062 21,999 19,619 9,338 7,915
Depreciation and amortization.................... 6,246 8,478 13,333 17,452 21,188 10,291 11,582
Cash dividends per share......................... -- -- -- $ 0.150 $ 0.115 $ 0.055 $ 0.035
Balance Sheet Data (end of period): /(3)/
Working capital.................................. $ 68,673 $ 87,645 $124,236 $112,923 $132,407 $123,669 $118,561
Goodwill......................................... 20,199 30,275 79,971 115,350 130,368 115,372 134,814
Total assets..................................... 222,507 281,336 438,435 522,080 556,046 538,916 571,425
Total debt....................................... 49,841 83,024 200,746 236,621 255,853 226,669 239,913
Shareholders' equity............................. 121,744 140,044 160,308 185,459 208,348 198,729 214,772

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/(1)/Amortization expense is comprised of amortization of goodwill and other
intangible assets. Amortization of goodwill was $557,000, $880,000,
$1,949,000, $2,647,000 and $3,710,000 in 1996, 1997, 1998, 1999 and 2000,
respectively, and $1,749,000 and $2,068,000 for the six-month periods ended
June 30, 2000 and 2001, respectively.
/(2)/EBITDA is defined as the sum of income before income taxes, interest
expense, depreciation expense and amortization of intangible assets
(including goodwill). EBITDA is commonly used as an analytical indicator and
also serves as a measure of leverage capacity and debt servicing ability.
EBITDA should not be considered as a measure of financial performance under
accounting principles generally accepted in the United States. The items
excluded from EBITDA are significant components in understanding and
assessing financial performance. EBITDA should not be considered in
isolation or as an alternative to net income, cash flows generated by
operating, investing or financing activities or other financial statement
data presented in our consolidated financial statements as an indicator of
financial performance or liquidity. EBITDA as measured in this prospectus is
not necessarily comparable with similarly titled measures for other
companies.
/(3)/See "Capitalization" for the unaudited pro forma balance sheet data
assuming that consummation of this offering and application of the estimated
proceeds therefrom to reduce indebtedness had occurred on June 30, 2001.

HISTORICAL FINANCIAL PERFORMANCE

Net Sales
(in millions)
CAGR/(2)/=22%

[Bar graph showing the net sales of Gibraltar Steel Corporation for each of the
years 1993 through 2000 and for the six-month period ended June 30, 2001 in $100
million increments ranging from $0 to $800.0 million. For each such year, the
net sales for the period from January through June are differentiated from that
for the period July through December.]

Jan.-June July-Dec.
--------- ---------
1993 85,939 81,944
1994 101,265 98,877
1995 135,102 147,731
1996 168,510 174,464
1997 227,490 222,210
1998 261,265 296,679
1999 304,045 317,873
2000 349,157 328,383
2001 314,100
g

EBITDA/(1)/
(in millions)
CAGR=26%

[Bar graph showing EBITDA of Gibraltar Steel Corporation for each of the
years 1993 through 2000 and for the six-month period ended June 30, 2001
in $10 million increments ranging from $0 to $90 million. For each such
year, EBITDA for the period from January through June is differentiated
from that for the period July through December.]

Jan.-June July-Dec.
--------- ---------
1993 9,701 6,632
1994 10,081 9,543
1995 13,128 11,778
1996 17,901 18,962
1997 22,016 19,065
1998 26,571 31,217
1999 35,198 37,723
2000 42,025 39,055
2001 33,378

[GRAPHIC OF LEGEND]

Net Income
(in millions)
CAGR=19%

[Bar graph showing the net income for Gibraltar Steel Corporation for each of
the years 1993 through 2000 and for the six-month period ended June 30, 2001 in
increments of $5 million from $0 to $30 million. For each such year, the net
income for the period January through June is differentiated from that for the
period July through December. Net income for 1993 is presented on a pro forma
basis.]

Jan.-June July-Dec.
--------- ---------
1993 4,357 2,980
1994 4,702 4,107
1995 5,481 4,241
1996 7,489 8,486
1997 9,143 7,273
1998 9,872 9,968
1999 12,265 12,743
2000 13,869 10,496
2001 7,404

- --------

/(1)/CAGR refers to compounded annual growth rate for the years 1993 through
2000.

/(2)/EBITDA is defined as the sum of income before income taxes, interest
expense, depreciation expense, and amortization of intangible assets
(including goodwill). EBITDA is commonly used as an analytical indicator and
also serves as a measure of leverage capacity and debt servicing ability.
EBITDA should not be considered as a measure of financial performance under
accounting principles generally accepted in the United States. The items
excluded from EBITDA are significant components in understanding and
assessing financial performance. EBITDA should not be considered in
isolation or as an alternative to net income, cash flows generated by
operating, investing or financing activities or other financial statement
data presented in our consolidated financial statements as an indicator of
financial performance or liquidity. EBITDA as measured in this prospectus is
not necessarily comparable with similarly titled measures for other
companies.

/(3)/Pro forma results assume income taxation as a C corporation.

RISK FACTORS

You should carefully consider the following risks and uncertainties and all
other information contained in this prospectus, or incorporated herein by
reference, before you decide whether to purchase our common stock. Any of the
following risks, should they materialize, could adversely affect our business,
financial condition or operating results. As a result, the trading price of our
common stock could decline and you could lose all or part of your investment.

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

Our principal raw material is flat-rolled steel, which we purchase from
multiple primary steel producers. The steel industry as a whole is very
cyclical, and at times pricing can be volatile due to a number of factors
beyond our control, including general economic conditions, labor costs,
competition, import duties, tariffs and currency exchange rates. This
volatility can significantly affect our raw material costs.

We are required to maintain substantial inventories of steel to accommodate
the short lead times and just-in-time delivery requirements of our customers.
Accordingly, we purchase steel on a regular basis in an effort to maintain our
inventory at levels that we believe are sufficient to satisfy the anticipated
needs of our customers based upon historic buying practices and market
conditions. In an environment of increasing raw material prices, competitive
conditions will impact how much of the steel price increases we can pass on to
our customers. To the extent we are unable to pass on future price increases in
our raw materials to our customers, the profitability of our business could be
adversely affected.

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 adversely affect our profitability.

Sales of our products for use in the building and construction industry
accounted for approximately 49%, 50%, 51% and 55% of our net sales in 1998,
1999, 2000 and for the first six months of 2001, respectively. These sales were
made primarily to retail home center chains and wholesale distributors. The
building and construction industry is cyclical, with product demand based on
numerous factors such as interest rates, general economic conditions, consumer
confidence and other factors beyond our control.

Sales of our products for use in the automotive industry accounted for
approximately 30%, 32%, 30% and 27% of our net sales in 1998, 1999, 2000 and
for the first six months of 2001, respectively. Such sales include sales
directly to auto manufacturers and to manufacturers of automotive components
and parts. The automotive industry experiences significant fluctuations in
demand based on numerous factors such as general economic conditions, consumer
confidence and other factors beyond our control.

We also sell our products to customers in other industries that experience
cyclicality in demand for products, such as the steel and machinery and
equipment industries. None of these industries individually represented more
than 10% of our annual net sales in 2000.

Downturns in demand from the building and construction industry, the
automotive industry or any of the other industries we serve, or a decrease in
the prices that we can realize from sales of our products to customers in any
of these industries, could adversely affect our profitability.

The success of our business is affected by general economic conditions and our
business could be adversely impacted by an economic slowdown or recession.

Periods of economic slowdown or recession in the United States or other
countries, or the public perception that one may occur, could decrease the
demand for our products, affect the availability and price of our products and
adversely impact our business. In 2000, for example, we were somewhat impacted
by the general slowing in the economy. That impact has continued, and in the
first two quarters of 2001 we did not maintain the same level

of sales or profitability as in the first two quarters of 2000. Excluding the
impact of any additional acquisitions that we may make during 2001, it may be
difficult to achieve the same level of sales volume and net income in 2001 as
we achieved last year.

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

Historically, we have grown through a combination of internal growth and
external expansion through acquisitions and a joint venture. Although we intend
to actively pursue our growth strategy in the future, we cannot provide any
assurance that we will be able to identify appropriate acquisition candidates
or, if we do, that we will be able to successfully negotiate the terms of an
acquisition, finance the acquisition or integrate the acquired business
effectively and profitably into our existing operations. Integration of an
acquired business could disrupt our business by diverting management away from
day-to-day operations. Further, failure to successfully integrate any
acquisition may cause significant operating inefficiencies and could adversely
affect our profitability and the price of our stock. Consummating an
acquisition could require us to raise additional funds through additional
equity or debt financing. Additional equity financing could depress the market
price of our common stock. Additional debt financing could require us to accept
covenants that limit our ability to pay dividends.

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

The principal markets that we serve are highly competitive. Competition is
based primarily on the precision and range of achievable tolerances, quality,
price, raw materials and inventory availability and the ability to meet
delivery schedules dictated by customers. Our competition in the markets in
which we participate comes from companies of various sizes, some of which have
greater financial and other resources than we do and some of which have more
established brand names in the markets we serve. Increased competition could
force us to lower our prices or to offer additional services at a higher cost
to us, which could reduce our gross profit and net income.

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

Upon the consummation of this offering, approximately 38% (or approximately
37% if the underwriters' over-allotment option is exercised in full) of our
outstanding common stock, including shares of common stock issuable under
options granted which are exercisable within 60 days will be owned by Brian J.
Lipke, Neil E. Lipke and Eric R. Lipke, each of whom is an executive officer of
our company, Meredith A. Lipke, an employee of our company and Curtis W. Lipke,
all of whom are siblings, Patricia K. Lipke, mother of the Lipke siblings, and
certain trusts for the benefit of each of them. As a result, the Lipke family
will continue to have significant influence over all actions requiring
stockholder approval, including the election of our board of directors. Through
their concentration of voting power, the Lipke family could delay, deter or
prevent a change in control of our company or other business combinations that
might otherwise be beneficial to our other stockholders. In deciding how to
vote on such matters, the Lipke family may be influenced by interests that
conflict with yours.

Certain provisions of our charter documents and Delaware law could discourage
potential acquisition proposals and could deter, delay or prevent a change in
control of our company that our stockholders consider favorable and could
depress the market value of our common stock.

Certain provisions of our certificate of incorporation and by-laws, as well
as provisions of the Delaware General Corporation Law, could have the effect of
deterring takeovers or delaying or preventing changes in control or management
of our company that our stockholders consider favorable and could depress the
market value of our common stock.

Our certificate of incorporation provides that certain mergers, sales of
assets, issuances of securities, liquidations or dissolutions,
reclassifications or recapitalizations involving interested stockholders must
be approved by holders of at least 80% of the outstanding voting stock, unless
such transactions are approved by a majority of the disinterested directors or
certain minimum price, form of consideration and procedural requirements are
satisfied. An interested stockholder is defined as a holder of stock
representing 20% or more of the shares of voting stock then outstanding. Our
certificate of incorporation further provides that the affirmative vote of the
holders of 80% of the total votes eligible to be cast in the election of
directors is required to amend, alter, change or repeal such provisions. The
requirement of such a super-majority vote could enable a minority of our
stockholders to exercise veto powers over such amendments, alterations, changes
or repeals.

We are a Delaware corporation subject to the provisions of Section 203 of
the Delaware General Corporation Law, an anti-takeover law. Generally, this
statute prohibits a publicly-held Delaware corporation from engaging in a
business combination with an interested stockholder for a period of three years
after the date of the transaction in which such person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. A business combination includes a merger, asset sale or other
transaction resulting in a financial benefit to the stockholder. We anticipate
that the provisions of Section 203 may encourage parties interested in
acquiring us to negotiate in advance with our board of directors because the
stockholder approval requirement would be avoided if a majority of the
directors then in office approve either the business combination or the
transaction that results in the stockholder becoming an interested stockholder.

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

Our success is dependent on the management and leadership skills of our
senior management team. The loss of any of these individuals or an inability to
attract, retain and maintain additional personnel could prevent us from
implementing our business strategy. We cannot assure you that we will be able
to retain our existing senior management personnel or to attract additional
qualified personnel when needed. We have not entered into employment agreements
with any of our senior management personnel other than Brian J. Lipke, our
Chairman of the Board and Chief Executive Officer.

We are a holding company and rely on distributions from our subsidiaries to
meet our financial obligations.

We have no direct business operations other than our ownership of the
capital stock of our subsidiaries. As a holding company, we are dependent on
dividends or other intercompany transfers of funds from our subsidiaries to
enable us to pay dividends and to meet our direct obligations.

Future sales of our common stock could depress our market price and diminish
the value of your investment.

Future sales of shares of our common stock could adversely affect the
prevailing market price of our common stock. If our existing stockholders sell
a large number of shares, or if we issue a large number of shares, the market
price of our common stock could significantly decline. Moreover, the perception
in the public market that these stockholders might sell shares of common stock
could depress the market for our common stock.

Although, we, our directors, our executive officers and the selling
stockholders have entered into lock-up agreements with Salomon Smith Barney, as
representative of the underwriters, whereby we and they will not offer, sell,
contract to sell, pledge, grant or otherwise dispose of, directly or
indirectly, any shares of our common stock or securities convertible into or
exchangeable or exercisable for shares of our common stock, except for the
shares of common stock to be sold in this offering and certain other
exceptions, for a period of 90 days from the date of this prospectus, without
the prior written consent of Salomon Smith Barney, we and/or any of these
persons may be released from this obligation, in whole or in part, by Salomon
Smith Barney in its sole discretion at any time with or without notice.

We are subject to various environmental laws which may require us to incur
substantial costs thereby reducing our profits.

Our facilities are subject to many federal, state and local laws and
regulations relating to the protection of the environment. Failure to comply
with environmental laws, regulations and permits, or changes in such laws,
including the imposition of more stringent standards for discharges into the
environment, could result in substantial operating costs and capital
expenditures in order to maintain compliance and could also include fines and
civil or criminal sanctions, third party claims for property damage or personal
injury, cleanup costs or temporary or permanent discontinuance of operations.
Certain of our facilities have been in operation for many years and, over time,
we and other predecessor operators of these facilities have generated, used,
handled and disposed of hazardous and other regulated wastes. Environmental
liabilities could exist, including cleanup obligations at these or at other
locations where materials from our operations were disposed of, which could
result in future expenditures that cannot be currently quantified and which
could reduce our profits.

A write-down of our goodwill may be required by recent accounting
pronouncements which could materially impair our net worth.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 Business Combinations and Statement of
Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets.
FAS 141 requires that all business combinations be accounted for under the
purchase method only and that certain acquired intangible assets in a business
combination be recognized as assets apart from goodwill. FAS 142 requires that
ratable amortization of goodwill be replaced with periodic tests of the
goodwill's impairment and that intangible assets other than goodwill should be
amortized over their useful lives. As a result of our acquisition strategy, we
have a material amount of goodwill recorded on our financial statements. If, as
a result of the implementation of FAS 141 and/or FAS 142, we are required to
write-down any of our goodwill, our net worth will be reduced. Since our credit
agreement contains a covenant requiring us to maintain a minimum net worth,
this reduction in net worth, if substantial, may result in an event of default
under the credit agreement which would prevent us from borrowing additional
funds and limit our ability to pay dividends.

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

Our revenues are generally lower in the first and fourth quarters primarily
due to customer plant shutdowns in the automotive industry due to holidays and
model changeovers, as well as reduced activity in the building and construction
industry due to weather. In addition, quarterly results may be affected by the
timing of large customer orders, by periods of high vacation concentration and
by the timing and magnitude of acquisition costs. Therefore, our cash flow from
operations may vary from quarter to quarter. If, as a result of any such
fluctuation, our quarterly cash flow were significantly reduced, we may not be
able to service the indebtedness under our credit agreement. A default in our
credit agreement would prevent us from borrowing additional funds and limit our
ability to pay dividends, and allow our lenders to enforce their liens against
our personal property.

FORWARD LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain forward
looking statements, including, without limitation, statements concerning
conditions in the markets we serve and our business, financial condition and
operating results and including, in particular, statements relating to our
growth strategies. We use words like "believe," "expect," "anticipate,"
"intend," "future" and other similar expressions to identify forward looking
statements. Purchasers of our common stock should not place undue reliance on
these forward looking statements, which speak only as of their respective
dates. These forward looking statements are based on our current expectations
and are subject to a number of risks and uncertainties, including, without
limitation, those identified under "Risk Factors" and elsewhere in this
prospectus. Our actual operating results could differ materially from those
predicted in these forward looking statements and any other events anticipated
in the forward looking statements may not actually occur.

USE OF PROCEEDS

We expect to receive net proceeds of approximately $45.0 million from this
offering ($53.3 million if the underwriters exercise their over-allotment in
full), after deducting underwriting discounts, commissions and our estimated
offering expenses, based on an assumed offering price to the public of $19.28
per share (the last reported sale price on August 29, 2001). We will not
receive any proceeds from the sale of the shares of common stock being sold by
the selling stockholders.

We intend to use the net proceeds from this offering to repay a portion of
the borrowings outstanding under our existing credit facility, which expires in
April 2003. In the past year, borrowings under our credit facility were used
primarily to fund the acquisitions of Milcor and Pennsylvania Industrial Heat
Treaters and capital expenditures. Our credit facility provides for a revolving
credit line of up to $310 million. The amounts outstanding under our credit
facility bear interest at various rates above the London InterBank Offered Rate
(LIBOR) or at the agent bank's prime rate, as selected by us. We have entered
into interest rate swap agreements which convert certain of our borrowings
under the credit facility from variable interest indebtedness to fixed interest
indebtedness. At June 30, 2001, amounts outstanding under our credit facility
were approximately $234.4 million, bearing interest at a weighted average
interest rate of 5.89%. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

Our credit facility is secured by substantially all of our accounts
receivable, inventory, equipment and fixtures and other personal property, now
owned or hereafter acquired. Our credit facility contains covenants restricting
our ability to make capital expenditures, incur additional indebtedness, sell a
substantial portion of our assets, merge or make acquisitions or investments in
an amount in excess of $20 million, and obligates us to meet certain financial
requirements. In addition, our credit facility contains certain restrictions on
our ability to pay dividends.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2001 (i) on
an actual basis and (ii) as adjusted to give effect to this offering and the
application of the estimated net proceeds received by us to repay indebtedness
under our credit facility. See "Use of Proceeds." You should read this table
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our consolidated financial statements and the notes
thereto included elsewhere in this prospectus.

As of June 30, 2001
--------------------
Actual As Adjusted
-------- -----------
(in thousands)

Total short-term debt.............................................. $ 329 $ 329
======== ========

Long-term debt, net of current portion............................. $239,584 $194,544
-------- --------
Shareholders' equity:
Common stock, $.01 par value, 50,000,000 shares authorized,
12,595,374 shares issued and outstanding
(15,095,374 shares issued and outstanding, as adjusted)/ (1)/. 126 151
Additional paid-in capital...................................... 68,952 113,967
Retained earnings............................................... 146,333 146,333
Accumulated comprehensive loss.................................. (639) (639)
-------- --------
Total shareholders' equity.................................. 214,772 259,812
-------- --------
Total capitalization............................................... $454,356 $454,356
======== ========

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the Nasdaq National Market under the symbol
"ROCK." The following table sets forth, for the calendar periods indicated, the
high and low sale prices per share for our common stock as reported on the
Nasdaq National Market.

Common Stock Price
------------------
High Low
------- -------

Year Ended December 31, 1999
First Quarter............................................. $23.500 $17.000
Second Quarter............................................ 25.250 19.750
Third Quarter............................................. 25.750 20.125
Fourth Quarter............................................ 26.000 21.750
Year Ended December 31, 2000
First Quarter............................................. 24.000 14.750
Second Quarter............................................ 18.813 12.813
Third Quarter............................................. 19.375 14.000
Fourth Quarter............................................ 18.000 11.500
Year Ended December 31, 2001
First Quarter............................................. 18.125 14.250
Second Quarter............................................ 22.000 15.688
Third Quarter (through August 29, 2001)................... 20.220 18.880

On August 29, 2001, the last reported sale price of our common stock on the
Nasdaq National Market was $19.28 per share. As of June 30, 2001, there were
140 holders of record of our common stock.

DIVIDEND POLICY

Since March 1999, we have declared quarterly cash dividends on our common
stock as set forth in the table below. We may reconsider or revise this policy
from time to time based upon conditions then existing, including, without
limitation, our earnings, financial condition, capital requirements or other
conditions our board of directors may deem relevant. In addition, our credit
facility contains covenants that may restrict our ability to pay dividends.
Such covenants include, among others, a requirement that we maintain a minimum
net worth equal to $120 million plus 50% of our cumulative net income from June
30, 1997 ($161.9 million as of June 30, 2001) and comply with other financial
ratios relating to our ability to pay our current obligations. Although we
expect to continue to declare and pay cash dividends on our common stock in the
future if earnings are available, we cannot assure you that either cash or
stock dividends will be paid in the future on our common stock or that, if
paid, the dividends will be in the same amount or at the same frequency as paid
in the past.

Dividend per
Share
------------

Year Ended December 31, 1999
First Quarter................................................ $0.075 /(1)/
Second Quarter............................................... 0.025
Third Quarter................................................ 0.025
Fourth Quarter............................................... 0.025
------
Total.................................................... $0.150
======
Year Ended December 31, 2000
First Quarter................................................ $0.025
Second Quarter............................................... 0.030
Third Quarter................................................ 0.030
Fourth Quarter............................................... 0.030
------
Total.................................................... $0.115
======
Year Ended December 31, 2001
First Quarter................................................ $0.035

- --------
/(1)/Includes a special dividend of $0.05 per share.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below have been derived
from our consolidated financial statements that have been audited by
PricewaterhouseCoopers LLP, except that the data for the six-month periods
ended June 30, 2000 and 2001 are derived from unaudited consolidated financial
statements which, in our opinion, reflect all adjustments necessary for a fair
presentation. The consolidated balance sheets as of December 31, 1999 and 2000
and June 30, 2000 and 2001 and the related statements of income, cash flow and
shareholders' equity for the three years ended December 31, 2000 and the
six-month periods ended June 30, 2000 and 2001 and notes thereto appear
elsewhere in this prospectus. Results for the six-month periods are not
necessarily indicative of results for the full year. The selected consolidated
financial data presented below should be read in conjunction with, and are
qualified in their entirety by, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," our consolidated financial
statements and the notes thereto and other financial information included
elsewhere in this prospectus.

Six Months
Year Ended December 31, Ended June 30,
-------------------------------------------- -----------------
1996 1997 1998 1999 2000 2000 2001
-------- -------- -------- -------- -------- -------- --------
(unaudited)
(in thousands, except per share data)

Income Statement Data:
Net sales........................................ $342,974 $449,700 $557,944 $621,918 $677,540 $349,157 $314,100
Gross profit..................................... 61,257 74,163 101,495 127,973 135,797 71,164 60,566
Income from operations before amortization/ (1)/. 31,282 33,606 46,567 58,308 63,868 33,654 24,013
Amortization..................................... 665 1,003 2,112 2,839 3,976 1,920 2,217
Income from operations........................... 30,617 32,603 44,455 55,469 59,892 31,734 21,796
Interest expense................................. 3,827 5,115 11,389 13,439 18,942 8,425 9,352
Income before income taxes....................... 26,790 27,488 33,066 42,030 40,950 23,309 12,444
Net income....................................... 15,975 16,416 19,840 25,008 24,365 13,869 7,404
Earnings per Share Data:
Diluted.......................................... $1.39 $1.30 $1.57 $1.95 $1.92 $1.09 $0.58
Basic............................................ $1.42 $1.33 $1.59 $1.99 $1.94 $1.10 $0.59
Weighted average shares outstanding--Diluted..... 11,464 12,591 12,651 12,806 12,685 12,696 12,741
Weighted average shares outstanding--Basic....... 11,261 12,357 12,456 12,540 12,577 12,580 12,583
Other Data:
EBITDA /(2)/..................................... $ 36,863 $ 41,081 $ 57,788 $ 72,921 $ 81,080 $ 42,025 $ 33,378
Capital expenditures............................. 15,477 21,784 22,062 21,999 19,619 9,338 7,915
Cash dividends per share......................... -- -- -- $ 0.150 $ 0.115 $ 0.055 $ 0.035
Balance Sheet Data (end of period): /(3)/
Working capital.................................. $ 68,673 $ 87,645 $124,236 $112,923 $132,407 $123,669 $118,561
Goodwill......................................... 20,199 30,275 79,971 115,350 130,368 115,372 134,814
Total assets..................................... 222,507 281,336 438,435 522,080 556,046 538,916 571,425
Total debt....................................... 49,841 83,024 200,746 236,621 255,853 226,669 239,913
Shareholders' equity............................. 121,744 140,044 160,308 185,459 208,348 198,729 214,772

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

Introduction

Since our initial public offering in 1993, our operations have been
characterized by the four key elements of our business strategy: a focus on
high value-added, high margin steel products and services; a commitment to
internal growth and continuous cost reduction; a commitment to external
expansion through the acquisition of related businesses with long-term growth
potential; and a dedication to quality, service and customer satisfaction.
Because of changes in our activities from year to year, the results of
operations for prior periods may not necessarily be comparable to, or
indicative of, results of operations for current or future periods.
Implementation of our business strategy has resulted in a compound annual
growth rate for net sales of approximately 22.1% for the years 1993 through
2000, and a compound annual growth rate for income from operations of
approximately 24.5% during the same period.

Results of Operations

The following tables set forth for each of the periods presented certain
income statement data in dollars and as a percentage of net sales. With respect
to the interim periods presented, see the discussion of "Seasonality" below.

Six Months
Year Ended December 31, Ended June 30,
-------------------------- -----------------
1998 1999 2000 2000 2001
-------- -------- -------- -------- --------
(unaudited)
(dollar amounts in thousands)

Net sales..................................... $557,944 $621,918 $677,540 $349,157 $314,100
Cost of sales................................. 456,449 493,945 541,743 277,993 253,534
-------- -------- -------- -------- --------
Gross profit............................... 101,495 127,973 135,797 71,164 60,566
Selling, general and administrative,
before amortization........................ 54,928 69,665 71,929 37,510 36,553
-------- -------- -------- -------- --------
Income from operations before amortization. 46,567 58,308 63,868 33,654 24,013
Amortization.................................. 2,112 2,839 3,976 1,920 2,217
-------- -------- -------- -------- --------
Income from operations..................... 44,455 55,469 59,892 31,734 21,796
Interest expense.............................. 11,389 13,439 18,942 8,425 9,352
-------- -------- -------- -------- --------
Income before taxes........................ 33,066 42,030 40,950 23,309 12,444
Income taxes.................................. 13,226 17,022 16,585 9,440 5,040
-------- -------- -------- -------- --------
Net income................................. $ 19,840 $ 25,008 $ 24,365 $ 13,869 $ 7,404
======== ======== ======== ======== ========

Net sales..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 81.8 79.4 80.0 79.6 80.7
-------- -------- -------- -------- --------
Gross profit............................... 18.2 20.6 20.0 20.4 19.3
Selling, general and administrative,
before amortization........................ 9.8 11.2 10.6 10.7 11.6
-------- -------- -------- -------- --------
Income from operations before amortization. 8.4 9.4 9.4 9.7 7.7
Amortization.................................. 0.4 0.5 0.6 0.6 0.7
-------- -------- -------- -------- --------
Income from operations..................... 8.0 8.9 8.8 9.1 7.0
Interest expense.............................. 2.0 2.2 2.8 2.4 3.0
-------- -------- -------- -------- --------
Income before taxes........................ 6.0 6.7 6.0 6.7 4.0
Income taxes.................................. 2.4 2.7 2.4 2.7 1.6
-------- -------- -------- -------- --------
Net income................................. 3.6% 4.0% 3.6% 4.0% 2.4%
======== ======== ======== ======== ========

Quarter Ended
--------------------------------------------------------------
March 31, 2000 June 30, 2000 March 31, 2001 June 30, 2001
-------------- -------------- -------------- --------------
(unaudited)
(dollar amounts in thousands)

Net sales...................................... $167,634 100.0% $181,523 100.0% $150,550 100.0% $163,550 100.0%
Cost of sales.................................. 133,086 79.4 144,907 79.8 122,065 81.1 131,469 80.4
-------- ----- -------- ----- -------- ----- -------- -----
Gross profit................................ 34,548 20.6 36,616 20.2 28,485 18.9 32,081 19.6
Selling, general and administrative, before
amortization.................................. 19,271 11.5 18,239 10.1 17,661 11.7 18,892 11.6
-------- ----- -------- ----- -------- ----- -------- -----
Income from operations before amortization.. 15,277 9.1 18,377 10.1 10,824 7.2 13,189 8.0
Amortization................................... 959 0.6 961 0.5 1,082 0.7 1,135 0.7
-------- ----- -------- ----- -------- ----- -------- -----
Income from operations...................... 14,318 8.5 17,416 9.6 9,742 6.5 12,054 7.3
Interest expense............................... 4,208 2.5 4,217 2.3 4,892 3.3 4,460 2.7
-------- ----- -------- ----- -------- ----- -------- -----
Income before taxes......................... 10,110 6.0 13,199 7.3 4,850 3.2 7,594 4.6
Income taxes................................... 4,095 2.4 5,345 3.0 1,964 1.3 3,076 1.8
-------- ----- -------- ----- -------- ----- -------- -----
Net income.................................. $ 6,015 3.6% $ 7,854 4.3% $ 2,886 1.9% $ 4,518 2.8%
======== ===== ======== ===== ======== ===== ======== =====

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

Net sales of $314.1 million for the six months ended June 30, 2001, which
included net sales of Milcor (acquired July 17, 2000) and Pennsylvania
Industrial Heat Treaters (acquired February 13, 2001), decreased 10.0% from
sales of $349.2 million for the six months ended June 30, 2000. This decrease
resulted primarily from changes in the general economy, particularly in the
automotive industry.

Cost of sales increased to 80.7% of net sales for the first six months of
2001 from 79.6% for the six months ended June 30, 2000. This increase was
primarily due to higher health care and utility costs.

Selling, general and administrative expenses as a percentage of net sales
increased to 12.3% for the first six months of 2001 from 11.3% for the six
months ended June 30, 2000. This increase was primarily due to costs from the
two companies we acquired, which have higher costs as a percentage of net
sales, offset by decreases in incentive based compensation.

Interest expense increased by $0.9 million for the six months ended June 30,
2001 over the prior year's comparable period, primarily due to higher average
borrowings during 2001 to finance acquisitions and capital expenditures, offset
by decreases in interest rates.

As a result of the above, income before taxes decreased by $10.9 million for
the six months ended June 30, 2001 from the same period in 2000.

Income taxes for the six months ended June 30, 2001 approximated $5.0
million resulting in an effective tax rate of 40.5% in 2001.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net sales increased $55.6 million, or 8.9%, to $677.5 million in 2000 from
$621.9 million in 1999, despite the elimination of $19.4 million in sales from
disposed of operations that were included in 1999 sales and a slowdown in the
automotive and building and construction products markets in the fourth quarter
of 2000. This increase primarily resulted from including the net sales of
Milcor (acquired July 17, 2000) from its acquisition date, and a full year of
net sales of Southeastern Heat Treating (acquired April 1, 1999), Weather Guard
(acquired July 1, 1999), Hi-Temp (acquired August 1, 1999), Brazing Concepts
(acquired November 1, 1999) and Hughes (acquired December 1, 1999), together
with sales growth at existing operations.

Cost of sales increased $47.8 million, or 9.7%, to $541.7 million in 2000
from $493.9 million in 1999. Cost of sales as a percentage of net sales
increased to 80.0% in 2000 from 79.4% in 1999 primarily due to the impact of
the slowdown in the automotive and construction products markets in the fourth
quarter of 2000.

Selling, general and administrative expenses increased $3.4 million, or
4.7%, to $75.9 million in 2000 from $72.5 million in 1999. Selling, general and
administrative expenses as a percentage of net sales decreased to 11.2% in 2000
from 11.7% in 1999 primarily due to the elimination of expenses from disposed
of operations and decreases in performance based compensation, partially offset
by higher costs attributable to the 1999 and 2000 acquisitions.

Interest expense increased $5.5 million from 1999 to 2000 due to higher
borrowings as a result of the acquisitions and current year capital
expenditures and due to a higher effective interest rate in 2000 than in 1999.

As a result of the above, income before taxes decreased $1.1 million, or
2.6%, to $40.9 million in 2000 from $42.0 million in 1999.

Income taxes approximated $16.6 million in 2000, resulting in a 40.5%
effective tax rate.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net sales increased $64.0 million, or 11.5%, to $621.9 million in 1999 from
$557.9 million in 1998. This increase primarily resulted from including the net
sales of Southeastern Heat Treating (acquired April 1, 1999), Weather Guard
(acquired July 1, 1999), Hi-Temp (acquired August 1, 1999), Brazing Concepts
(acquired November 1, 1999) and Hughes (acquired December 1, 1999) from their
respective acquisition dates, and a full year of net sales of Solar (acquired
March 1, 1998), Appleton (acquired April 1, 1998), USP (acquired June 1, 1998)
and Harbor (acquired October 1, 1998), together with sales growth at existing
operations.

Cost of sales increased $37.5 million, or 8.2%, to $493.9 million in 1999
from $456.4 million in 1998. Cost of sales as a percentage of net sales
decreased to 79.4% in 1999 from 81.8% in 1998. This improvement was due to the
1999 and 1998 acquisitions, which have historically generated higher margins
than our existing operations, and lower raw material costs at existing
operations.

Selling, general and administrative expenses increased $15.5 million, or
27.1%, to $72.5 million in 1999 from $57.0 million in 1998. Selling, general
and administrative expenses as a percentage of net sales increased to 11.7% in
1999 from 10.2% in 1998. This increase was due to higher costs as a percentage
of net sales attributable to the 1999 and 1998 acquisitions, and
performance-based compensation linked to our sales and profitability.

Interest expense increased by $2.0 million from 1998 to 1999 primarily due
to higher borrowings in 1999 as a result of our current year acquisitions and
capital expenditures and due to a higher effective interest rate in 1999 than
in 1998.

As a result of the above, income before taxes increased $9.0 million, or
27.1%, to $42.0 million in 1999 from $33.1 million in 1998.

Income taxes approximated $17.0 million in 1999, resulting in a 40.5%
effective tax rate compared with a 40.0% effective tax rate in 1998.

Liquidity and Capital Resources

Our principal capital requirements are to fund our operations, including
working capital requirements, the purchase and funding of improvements to our
property and equipment and to fund acquisitions.

Our working capital increased approximately 17.3% to $132.4 million at
December 31, 2000 from $112.9 million at December 31, 1999. This increase
resulted primarily from the inclusion of inventories from the Milcor
acquisition in July 2000 and a decrease in accounts payable and accrued
expenses resulting from decreased purchases during the fourth quarter of 2000
in response to the slowdown in the automotive and construction

products markets. Working capital decreased $13.8 million to $118.6 million at
June 30, 2001 from December 31, 2000, primarily due to the use of working
capital to pay down our revolving credit facility. Long-term debt decreased to
55.1% of total capitalization at December 31, 2000, despite increasing by $20.2
million to $255.5 million. Long-term debt decreased $15.9 million to $239.6
million, or 52.7% of total capitalization, at June 30, 2001. Additionally,
shareholders' equity increased 12.3% to $208.3 million at December 31, 2000 and
increased 3.1% to $214.8 million at June 30, 2001.

Our primary sources of liquidity are cash provided by operating activities
and our revolving credit facility. Net cash provided by operating activities
primarily represents net income plus non-cash charges for depreciation and
amortization and changes in working capital positions. Net cash provided by
operating activities for 1998, 1999, 2000 and the six months ended June 30,
2001 was $13.3 million, $60.7 million, $34.1 million and $32.2 million,
respectively.

Net cash used for investing activities for 1998, 1999, 2000 and the six
months ended June 30, 2001 was $121.3 million, $84.5 million, $54.7 million and
$18.6 million, respectively. A significant portion of the net cash used for
investment activities represents capital expenditures and our acquisitions of
Solar, USP, Appleton and Harbor Metal in 1998; Southeastern Heat Treating,
Weather Guard, Hi-Temp, Brazing Concepts and Hughes in 1999; Milcor in 2000 and
Pennsylvania Industrial Heat Treaters in February 2001.

Our credit facility, which expires in April 2003, was amended in 2000 to
increase the capacity of our revolving credit line to $310 million. Borrowings
thereunder are secured with our accounts receivable, inventories and personal
property and equipment. At June 30, 2001, $234.4 million was outstanding under
our credit facility. At June 30, 2001, we had interest rate swap agreements
outstanding which effectively converted $50 million of borrowings under our
revolving credit agreement to fixed rates ranging from 7.47% to 8.18%. We
account for interest rate swap agreements on an accrual basis. Additional
borrowings under the revolving credit facility carry interest at LIBOR plus a
fixed rate. The weighted average interest rate of these borrowings was 5.89% at
June 30, 2001.

We intend to use the net proceeds of this offering to repay a portion of
outstanding borrowings under our credit facility. See "Use of Proceeds." Upon
consummation of this offering and application of the net proceeds therefrom,
aggregate borrowings outstanding under the credit facility will be
approximately $188.6 million. We anticipate that we will be able to satisfy
such obligations out of funds generated from operations.

The availability under our credit facility after application of the net
proceeds of this offering will be approximately $121.4 million. We believe that
this availability, together with funds generated from operations, will be
sufficient to provide us with the liquidity and capital resources necessary to
fund our anticipated working capital requirements for at least the next twelve
months. In addition, we believe that we will have the financial capability to
incur additional long-term indebtedness if that becomes appropriate in
connection with our internal and external expansion strategies.

Effects of Inflation

We do not believe that inflation has had a material effect on our results of
operations over the periods presented.

Seasonality

Our revenues are generally lower in the first and fourth quarters primarily
due to customer plant shutdowns in the automotive industry due to holidays, as
well as model changeovers and reduced activity in the building and construction
industry due to weather. In addition, quarterly results may be affected by the
timing of large customer orders, by periods of high vacation concentration and
by the timing and magnitude of acquisition costs. Therefore, our operating
results for any particular quarter are not necessarily indicative of results
for any subsequent quarter or for the full year.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of business, we are exposed to various market risk
factors, including changes in general economic conditions, competition and raw
materials pricing and availability. In addition, we are exposed to market risk,
primarily related to our long-term debt. To manage interest rate risk, we use
fixed and variable rate debt. We also enter into interest rate swap agreements
that convert our variable rate debt to fixed rate debt. At June 30, 2001, we
had $50 million of revolving credit borrowings that was fixed rate debt
pursuant to these agreements.

The following table summarizes the principal cash flows and related interest
rates of our long-term debt at December 31, 2000 by expected maturity dates.
The weighted average interest rates are based on the actual rates that existed
at December 31, 2000. The variable rate debt consists primarily of the credit
facility, of which $250,251,000 is outstanding at December 31, 2000. The credit
facility matures during 2003 and we anticipate extending this facility. A 1%
increase or decrease in interest rates would change the 2001 interest expense
by approximately $2.0 million.

2006 and
2001 2002 2003 2004 2005 After Total
------- ------- -------- ------- ------- -------- --------
(in thousands)

Long-term debt (fixed) $ 127 $ 413 $ 124 $ 129 $ 80 $1,229 $ 2,102
Weighted average interest rate 6.95% 6.99% 6.86% 6.93% 7.00% 7.00%
Long-term debt (variable) $ 200 $ 400 $250,751 $ 500 $ 400 $1,500 $253,751
Weighted average interest rate 8.66% 8.66% 8.66% 5.58% 5.58% 5.58%
Interest rate swaps
(notional amount) $50,000 $50,000 $ 50,000 $50,000 $10,000 --
Interest pay rate 7.99% 7.99% 7.99% 7.99% 7.47% --
Interest receive rate 8.70% 8.70% 8.70% 8.70% 8.70% --

The fair value of the long-term debt is $253,751,000 at December 31, 2000.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments
and Hedging Activities. FAS No. 133 requires recognition of the fair value of
derivatives in the statement of financial position, with changes in the fair
value recognized either in earnings or as a component of other comprehensive
income dependent upon the hedging nature of the derivative. This Statement was
implemented in 2001 and did not have a material impact on our earnings.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 Business Combinations and Statement of
Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets.
FAS No. 141 requires that all business combinations be accounted for under the
purchase method only and that certain acquired intangible assets in a business
combination be recognized as assets apart from goodwill. FAS No. 142 requires
that ratable amortization of goodwill be replaced with periodic tests of the
goodwill's impairment and that intangible assets other than goodwill should be
amortized over their useful lives. Implementation of FAS No. 141 and FAS No.
142 is required for fiscal 2002. The Financial Accounting Standards Board
published FAS No. 141 and FAS No. 142 in late July 2001. Management is
currently assessing the impact FAS No. 141 and FAS No. 142 will have on our
results of operations.

BUSINESS

General

We are a leading processor, manufacturer and provider of high value-added,
high margin steel products and services. We utilize any one or a combination of
several different processes at each of our operating facilities to add
substantial value to raw materials acquired from primary steel and other metal
producers. Underlying each of these processes and services is a common set of
core competencies in steel and metal processing. These core competencies are
the foundation upon which all of our operations and products and services are
based.

Our processed cold-rolled strip steel products comprise a part of the
cold-rolled sheet steel market that is defined by more precise widths, improved
surface conditions, more diverse chemistry, and tighter gauge tolerances than
are supplied by primary producers of flat-rolled steel products. Our
cold-rolled strip steel products are sold to manufacturers in the automotive,
automotive supply, power and hand tool and hardware industries, as well as to
other customers who demand critical specifications in their raw material needs.
Our coated sheet steel products, which include galvanized, galvalume and
pre-painted sheet products, are sold primarily to the commercial and
residential metal building industry for roofing and siding applications. Our
heavy duty steel strapping products are used to close and reinforce packages
such as cartons and crates for shipping. We also provide specialized
heat-treating services, which refine the metallurgical properties of
customer-owned metal products for a variety of consumer and industrial
applications where critical performance characteristics are required.

Since our initial public offering in 1993, we have expanded our steel
processing operations to include the manufacturing of metal building and
construction products and mailboxes at 26 facilities in 16 states. Our building
and construction products are sold to major home center stores, lumber and
building material wholesalers, buying groups, discount stores, HVAC
distributors and general contractors engaged in residential, industrial and
commercial construction.

The following table sets forth the principal products and services we
provide and our respective end-user markets:

Products/Services Description End-User Markets
- ----------------- ----------- ----------------

Cold-rolled Strip Steel, Strapping and Precision-rolled high and low Automotive; power and hand
Precision Metals carbon and alloy steel from 3/8" tool; chains and hardware; home
to 50" wide and .010" to .250" and office furniture; steel;
thick, with special edges and aluminum; lumber; office
finishes on ribbon wound and equipment; power transmission;
oscillated coils; high-tensile steel stampers and electrical.
strapping and packaging
supplies; tools and tool repairs
and hot-rolled, cold-rolled and
coated sheets and coils which are
slit, edged, cut-to-length and
oscillated.

Building and Construction Products Metal trims, utility sheds, steel Home centers; lumber/building
lumber connectors, builder's material wholesalers; buying
hardware, metal framing, metal groups; discount stores; HVAC
roofing, drywall products, distributors; general contractors
gutters and down spouts, in residential, industrial and
ventilation products, storm panel commercial construction;
systems for residential and construction products; metal
commercial properties, registers, building and roofing; spiral pipe;
vents, bath cabinets, access insulated panels; walk-in coolers
doors, roof hatches and and trailers.
telescoping doors; mailboxes and
galvanized, galvalume and pre-
painted sheet steel in coils and
cut lengths.

Heat-Treating and Other Services Case-hardening, neutral- Automotive; stampers; electrical;
hardening and through- textile; fabricators; platers;
hardening processes using foundries; hardware; machinery;
methods such as annealing, aerospace; office equipment; tool
normalizing, vacuum hardening, and die; medical equipment and
carburizing, nitriding and construction and farm
brazing; pickling and inbound equipment.
inspection, storage, just-in-time
delivery, electronic data
interchange and communication
with supplier and end-user.

Our Position in the Industry

The steel industry consists of primary steel producers, service centers,
processors and end product manufacturers. Primary steel producers typically
focus on the production and sale of standard size and tolerance steel to large
volume purchasers, including steel processors. Service centers typically
provide services such as storage and shipping, slitting and cutting to length.
Steel processors, through the application of various higher value-added
processes such as cold-rolling and specialized heat-treating methods, process
steel of a precise grade, temper, tolerance and finish. End product
manufacturers incorporate the processed steel into finished goods.

We have developed a set of steel and metal processing core competencies
operating as a processor between primary steel producers and end product
manufacturers. Industry statistics indicate that although the number of service
centers and processors has decreased from approximately 7,000 in 1980 to
approximately 3,400 in 2000, annual sales by service centers and processors
have increased from $30 billion in 1996 to $75 billion in 2000.

Over the past five years, we have built upon our core competencies to
increase our production of end products and have become the second largest
domestic commercial heat-treater and a major supplier of metal building and
construction products. Our successful expansion into end product manufacturing
has given us access to new, attractive markets, including the home improvement
industry with its $200 billion in annual sales, the metal roofing market with
its $500 million in annual sales and the commercial heat-treating market with
its $2 billion in annual sales. We are also the largest domestic manufacturer
of mailboxes and the second largest domestic manufacturer of steel lumber
connectors.

Our industry has been impacted recently as manufacturers have increasingly
outsourced non-core business functions and consolidated their suppliers to
improve productivity and cost efficiency. These trends have created
opportunities for our company to provide additional products and services to
new customers and markets. We have been able to capitalize on these trends
because of:

. the breadth of our products and services;
. our reputation for quality and customer service; and
. our ability to meet our customers' requirements for critical specifications
and demanding tolerances.

As a result, the demand for our products and services has grown in recent
years. We believe that manufacturer outsourcing and the consolidation of
suppliers will continue to become more prevalent, resulting in increased demand
for our products and services in the future.

Our Competitive Strengths

Ability to Provide High Value-Added Products and Services. Our
sophisticated technology, state-of-the-art equipment and exacting quality
control measures have allowed us to provide high value-added products and
services utilizing the most complex and demanding processes in our industry.
These capabilities have enabled us to focus on the manufacture of end products
and to realize higher margins than many of our competitors who provide less
complex processes and services.

Identification and Integration of Accretive Acquisitions. Our growth has
been driven largely by our ability to identify and integrate strategic
acquisitions that are immediately accretive to our earnings per share, expand
our customer base, provide access to new markets, product lines and services
and promote long-term growth. As an active acquiror, we are continually
presented with acquisition opportunities and are frequently considered the
acquiror of choice. Our experience has enabled us to identify those
acquisitions that provide us with the greatest likelihood of immediate
profitability and growth potential. Generally, we retain the existing
management and corporate identity of our acquired companies and preserve their
customer and supplier relationships, facilitating a seamless transition. We
provide our acquired businesses with access to our management, operating
expertise, capital, infrastructure and other resources.

Diversified Customers, Products and Services. As a result of our growth, we
have diversified our customers, products and services. Currently we have more
than 10,000 active customers across all 50 states, Canada and Mexico. No single
customer accounted for more than 7% of our net sales in 2000. We offer a wide
variety of processing, including heat-treating, to customers in the automotive,
steel, machinery, power and hand tool, furniture and general manufacturing
industries. We derive a greater percentage of our sales from high margin,
end-user products than many publicly traded steel processors. In fiscal 2000,
approximately one-half of

our revenue came from the sale of our more than 5,000 manufactured end products
to home centers, building material wholesalers, buying groups, discount stores,
HVAC distributors and residential, industrial and commercial contractors. Our
diversification reduces our dependence on any particular customer, product or
service.

Commitment to Quality. We place great importance on providing our customers
with high-quality products for critical use applications. By carefully
selecting our raw material vendors, primarily flat-rolled steel producers, and
using computerized inspection and analysis, we ensure that the steel entering
our production processes will meet the most critical specifications of our
customers. To ensure that such specifications are met, we follow carefully
documented procedures utilizing statistical process control systems linked
directly to processing equipment in order to monitor all stages of production.
Physical, chemical and metallurgical analyses are performed throughout the
production process to verify that mechanical and dimensional properties,
cleanliness, surface characteristics and chemical content are within
specification. In addition, all of our facilities that provide services or
products to the automotive industry, including 13 of our heat-treating
facilities, are QS 9000 certified. QS 9000 is the quality designation that the
automotive industry requires of its suppliers.

Efficient Inventory Purchasing and Management. Our inventory consists
primarily of flat-rolled steel. We purchase our inventory from numerous
suppliers under short-term contracts of one year or less and, to a lesser
extent, on the spot market on an as-needed basis. In 2000, we purchased $1
million or more of steel and other metals from 39 different suppliers. Through
careful purchasing and close monitoring, our inventory turned an average of 5.3
times per year over our last five fiscal years, compared to an industry average
for steel processors and service centers of approximately 4.5 times per year
over the same period. Our inventory purchasing and management strategy allows
us to react quickly to pricing and demand fluctuations in the metals markets,
enabling us to manage our working capital more efficiently.

Experienced Management Team. We have established and continue to maintain a
strong management team. The seven most senior members of our management team
have more than 200 years of combined service with our company. The management
team has successfully guided us through various economic cycles and business
environments and continues to provide us with a depth and continuity of
experience. Under their leadership, we have been profitable every year since
1976.

Business Strategy

Focus on High Value-Added, High Margin Products and Services. We concentrate
on processing, manufacturing and providing high value-added steel products and
services that typically generate high margins. This focus, together with our
ability to deliver consistently reliable products and services, has
significantly contributed to profitability. Unlike many of our competitors,
approximately half of our revenue is derived from manufactured end products.
Since our initial public offering, we have entered the high margin building and
construction products and commercial heat-treating markets.

Commitment to Internal Growth and Continuous Cost Reduction. We have an
ongoing commitment to grow and improve the profitability of our existing
operations. To achieve this goal, we seek to expand our existing product lines
into new markets and related products and focus on rigorous cost containment.
We have made ongoing investments in new and existing production equipment to
improve yield, lower overall manufacturing costs and expand capacity. Since
1993, we have invested approximately $140 million in capital expenditures to
improve our existing businesses. Additionally, we seek to reduce costs in the
area of inventory management by using a proprietary inventory control system to
purchase, monitor and allocate inventory throughout the entire production
process.

Commitment to External Expansion. We remain committed to expansion through
the acquisition of businesses immediately accretive to our earnings per share
with long-term growth potential that also complement our existing businesses,
expand and enhance our products and services, broaden our markets and increase
our customer base. Implementing our strategy of acquiring companies to increase
our business, customer and geographic diversification, since our initial public
offering we have made the following 15 acquisitions for an aggregate cash
purchase price of approximately $296 million:

Date Acquired Company Business Description
- ------------- ------- --------------------

February 2001 Pennsylvania Industrial Provider of heat-treating to parts that have been
Heat Treaters manufactured using powdered metallurgy

July 2000 Milcor Manufacturer of metal building products, including
registers, vents, bath cabinets, access doors, roof
hatches and telescoping doors

December 1999 Hughes Manufacturing Provider of steel lumber connectors and other
building products

November 1999 Brazing Concepts Provider of heat-treating processes

August 1999 Hi-Temp Provider of heat-treating processes

July 1999 Weather Guard Manufacturer and distributor of metal building
products, including rain-carrying systems (gutters
and gutter accessories), metal roofing and roofing
accessories and assorted other products such as
soffit and fascia

April 1999 Southeastern Heat Treating Provider of heat-treating processes

October 1998 Harbor Metal Treating Provider of heat-treating processes

June 1998 United Steel Products Manufacturer of steel lumber connectors and other
building products

April 1998 Appleton Supply Manufacturer of metal building products, including
roof edging and flashing

March 1998 The Solar Group Manufacturer of metal building products, including
ventilation products and accessories and a
complete line of mailboxes

May 1997 Specialty Heat Treating Provider of heat-treating processes

January 1997 Southeastern Metals Manufacturer of galvanized steel, aluminum and
Manufacturing copper products, including metal roofing and
storm panel systems

February 1996 Carolina Commercial Provider of heat-treating processes
Heat Treating

April 1995 Hubbell Steel Processor and supplier of galvanized, galvalume
and pre-painted steel products

Dedication to Quality, Service and Customer Satisfaction. We are dedicated
to providing our customers with high-quality products for just-in-time
delivery, enabling us to establish strong relationships with existing customers
as well as attract new customers. Accordingly, we have made significant
investments in state-of-the-art equipment, technology and facilities. In
addition, our experienced team of skilled computer technicians and managers
provide solutions to our customers' inventory control problems. We have an
inventory control system that allows customers to directly enter orders,
monitor work in progress and receive invoices electronically. All of our
facilities that provide services or products to the automotive industry,
including 13 of our heat-treating facilities, are QS 9000 certified. As a
result of our dedication to quality, service and customer satisfaction, we have
received preferred supplier awards from many of our customers, including each
of the major domestic automobile manufacturers.

Products and Services

We utilize any one or a combination of more than 25 different processes and
services to manufacture and deliver a variety of high-quality steel products.
Our cold-rolled strip steel is used in applications which demand more precise
widths, improved surface conditions and tighter gauge tolerances than are
supplied by primary producers of flat-rolled steel products. Our heavy duty
steel strapping, a banding and packaging material, is used to close and
reinforce packages such as cartons and crates for shipping. Our wide array of
building and construction products include steel lumber connectors, metal
roofing and accessories, ventilation products and mailboxes. We also provide
specialized heat-treating services which refine the metallurgical properties of
customer-owned metal products for a variety of industries that require critical
performance characteristics.

Cold-rolled Strip Steel, Strapping and Precision Metals

Cold-rolled Strip Steel. Consistent with our strategy of focusing on high
value-added products and services, we produce a broad range of fully processed
cold-rolled strip steel products. We buy wide, open tolerance sheet steel in
coils from primary steel producers and process it to specific customer orders
by performing such computer-aided processes as cold reduction, annealing, edge
rolling, slitting and cutting to length. Cold reduction is the rolling of steel
to a specified thickness, temper and finish. Annealing is a thermal process
which changes hardness and certain metallurgical characteristics of steel. Edge
rolling involves conditioning edges of processed steel into square, full round
or partially round shapes. Slitting is the cutting of steel to specified
widths. Depending on customer specifications, one or more of these processes
are utilized to produce strip steel of a precise grade, temper, tolerance and
finish. Customers for our strip steel products include manufacturers in the
automotive, hand tool, hardware and other industries.

We operate nine rolling mills at our facilities in Cleveland, Ohio and
Buffalo, New York, all of which are QS 9000 certified. Equipment at these
facilities includes a computerized, three-stand, four-high tandem mill and
eight single-stand, two- and four-high mills. We have the capability to process
coils up to a maximum of 72 inch outside diameter and roll widths of up to 50
inches. Our rolling mills include automatic gauge control systems with
hydraulic screwdowns allowing for microsecond adjustments during processing.
Our computerized mills enable us to satisfy industry demand for a wide range of
steel from heavier gauge and special alloy steels to low carbon and light gauge
steels, in each case having a high-quality finish and precision gauge
tolerance. This equipment can process flat-rolled steel to specific customer
requirements for thickness tolerances as close as .00025 inches. We also
operate a 56-inch reversing mill which we believe is one of the widest of its
type in the specialty strip steel industry.

Our rolling facilities are further complemented by 15 high convection
annealing furnaces, which allow for shorter annealing times than conventional
annealers. Three of our furnaces and bases employ state-of-the-art technology,
incorporating the use of a hydrogen atmosphere for the production of cleaner
and more uniform steel. As a result of our annealing capabilities, we are able
to produce cold-rolled strip with improved consistency in terms of thickness,
hardness, molecular grain structure and surface.

We can produce certain strip steel products on oscillated coils, which wind
strip steel similar to the way fishing line is wound on a reel. Oscillating the
steel strips enables us to put at least six times greater volume of finished
product on a coil than standard ribbon winding, allowing customers to achieve
longer production runs by reducing the number of equipment shut-downs to change
coils. Customers are thus able to increase productivity, reduce downtime,
improve yield and lengthen die life. These benefits to customers allow us to
achieve higher margins on oscillated products. To our knowledge, only a few
other steel processors are able to produce oscillated coils, and we are not
aware of any competitor that can produce 12,000 pound oscillated coils, the
maximum size we produce.

Steel Strapping Products. Steel strapping is a banding and packaging
material used to close and reinforce shipping units such as bales, boxes,
cartons, coils, crates and skids. We are one of only four domestic
manufacturers of high-tensile steel strapping, which is subject to strength
requirements imposed by the American Society for Testing and Materials for
packaging of different products for common carrier transport. This high tensile
steel strapping is essential to producers of large, heavy products such as
steel, paper and lumber where reliability of the packaging material is critical
to the safe transport of the product. Our steel strapping facility is located
in Buffalo, New York.

Our QS 9000 certified strapping facility manufactures high tensile steel
strapping by slitting, oscillating, heat-treating, painting and packaging
cold-rolled coils.

Steel strapping is cold-rolled to precise gauge on one of our rolling mills,
which incorporates hydraulic screwdowns and automatic gauge controls with
statistical charting. This process ensures strapping product of the most
uniform gauge available and produces the maximum amount of strapping per pound
of steel. All products are tested by on-site laboratory personnel for width,
thickness and other physical and metallurgical properties.

To meet the differing needs of our customers, we offer our strapping
products in various thicknesses, widths and coil sizes. We also manufacture
custom color and printed strapping. In addition, we offer related strapping
products, such as seals and tools, and are able to manufacture tensional
strapping for lighter duty applications.

Precision Metals. Our precision metal products are comprised primarily of
higher value-added flat-rolled sheet steel. We operate a precision metals
facility in Buffalo, New York that primarily processes flat-rolled sheet steel.
In addition to slitting and cutting to length, this precision metals facility
can produce higher value-added products which are held to close tolerances and
tight specifications through cold-rolling, annealing, blanking, oscillating and
edge rolling.

Building and Construction Products

In addition to processing steel and other metal, we manufacture over 5,000
building and construction products for sale throughout the United States to
home centers, building material wholesalers, buying groups, discount stores,
HVAC distributors and residential, industrial and commercial contractors. Our
building and construction products are manufactured primarily from galvanized
and painted steel, as well as from aluminum and copper. Many of our wide array
of building and construction products are designed to meet and exceed
increasingly stringent building codes and insurance company requirements
governing both residential and commercial construction. One such product is
steel lumber connectors, of which we are the second largest manufacturer in the
United States. Our other products include ventilation products and accessories;
mailboxes; roof edging and flashing; aluminum soffit; drywall corner bead, wind
brace and starter strip; painted coil stock;

metal roofing and accessories; steel framing; rain-carrying systems, including
gutters and accessories; bath cabinets; access doors; roof hatches and smoke
vents; builders' hardware, such as door knockers, door stops, shelving and
closet rods; and grills, registers and defusers. Our coated steel products
include pre-painted single bill packages, spiral pipe, purlin stock and liner
panel stock and sheet product. We are capable of providing steel in more than
500 colors and in a variety of coatings, including galvanized and galvalume.

Our 26 building and construction product facilities are located in Ohio,
Michigan, Florida, Tennessee, Texas, Mississippi, Wisconsin, Missouri,
Minnesota, California, North Carolina, New Jersey, Colorado, Georgia, Illinois
and Alabama.

Heat-Treating and Other Services

Heat-Treating. As the second largest commercial heat treater in the United
States, we provide a wide range of metallurgical heat-treating processes in
which customer-owned metal parts are exposed to precise temperatures,
atmospheres and quenchants and other conditions to improve their mechanical
properties, durability and wear resistance. These processes include
case-hardening, neutral-hardening and through-hardening, annealing,
normalizing, vacuum hardening, carburizing, nitriding and brazing, as well as a
host of other processes. These heat-treating processes can harden, soften or
otherwise impart desired properties to parts made of steel, aluminum, copper,
powdered metals and various alloys and other metals.

We operate 14 heat-treating facilities in Pennsylvania, North Carolina,
South Carolina, Tennessee, Georgia, Alabama, Michigan, Indiana and Illinois. We
maintain a metallurgical laboratory at each facility with trained metallurgists
providing a range of testing capabilities to add value to treated parts and
enhance quality control. Consistent quality control is maintained by
application of a statistical process control system and QS 9000 registration.
Additionally, we maintain a fleet of trucks and trailers to provide rapid
turnaround time for our customers.

Due to time and costs associated with transporting materials and customers'
need for just-in-time delivery of heat-treated products, the commercial
heat-treating industry has developed as a regional industry concentrated in
major industrial areas of the country. In addition, the commercial
heat-treating industry has realized significant growth in recent years as many
companies involved in the manufacture of metal components outsource their
heat-treating requirements. We believe that our heat-treating facilities are
strategically located to meet the needs of customers from a geographically
diverse base of operations and to capitalize on the growing trend in
outsourcing of heat-treating operations.

Materials Management. We operate two state-of-the-art materials management
facilities that link primary steel producers and end-user manufacturers by
integrating the inventory purchasing, receiving, inspection, billing, storage
and shipping functions and producing true just-in-time delivery of materials.
Our facilities receive shipments of steel by rail and truck from primary steel
producers, which retain ownership of the steel until it is delivered to the
end-user manufacturer. We inspect the steel and store it in a
climate-controlled environment on a specialized stacker crane and rack system.
When an order is placed, we can deliver the steel to the end-user manufacturer
within one hour using trucks that have been custom designed for facilitating
the loading and unloading process.

These facilities have proprietary and commercially available data processing
systems that link the primary steel producer with the end-user manufacturer and
also link both parties to the facilities. This gives them direct computer
access to inventory on hand, in transit and on order, and enables such
manufacturers to transmit their required release schedule through the computer.
The shipping personnel are then notified via computer of customer orders that
have been released and materials are promptly retrieved and shipped.

We believe our materials management facilities provide benefits to primary
steel producers and end-user manufacturers. The primary steel producers can
ship materials to the facilities by rail rather than by truck,

thereby enabling them to ship products more efficiently. In addition, utilizing
the specialized facilities allows primary steel producers to deliver shipments
just-in-time and with minimal transportation damage. The end-user manufacturers
can devote space previously used for raw material storage to more productive
uses. The end-user manufacturers also reduce their inventory carrying costs
because possession of inventory is not taken until shipped from the facilities.
This enables end-user manufacturers to reduce their raw material inventory from
several days or weeks to hours.

Steel Pickling Joint Venture. We have a 31% interest in a joint venture that
has two steel pickling operations in Ohio. After the hot-rolling process, the
surface of sheet steel is left with a residue known as scale, which must be
removed prior to further processing by a cleaning process known as pickling.
This joint venture pickles steel on a toll basis, receiving fees for pickling
services without acquiring ownership of the steel.

Quality Control

We place great importance on providing our customers with high-quality
products for critical use applications. By carefully selecting our raw material
vendors, primarily flat-rolled steel producers, and using computerized
inspection and analysis, we ensure that the steel entering our production
processes will meet the most critical specifications of our customers. To
ensure that such specifications are met, we follow carefully documented
procedures utilizing statistical process control systems linked directly to
processing equipment in order to monitor all stages of production. Physical,
chemical and metallurgical analyses are performed throughout the production
process to verify that mechanical and dimensional properties, cleanliness,
surface characteristics and chemical content are within specification. In
addition, all of our facilities that provide services or products to the
automotive industry, including 13 of our heat-treating facilities, are QS 9000
certified.

Management Information Systems and Inventory Management

We operate various data processing systems to purchase, monitor and allocate
inventory throughout our production facilities, enabling us to effectively
manage inventory costs and consistently achieve a high annual inventory
turnover rate. For the year ended December 31, 2000, our inventory turned more
than five times.

We use a computerized order entry system that enables customers to link
their computer system to ours for direct electronic communication with respect
to order entry, inventory status, work-in-process status, billing and payment.
This service is designed to improve productivity for both customers and us. A
number of key customers have taken advantage of this service, and we believe
the availability of this service is becoming an important consideration in
customers' purchasing decisions.

In addition, we have linked our production equipment to our computer system
to allow for the gathering of production data as each order is being processed.
This information is stored in a database to be used as a basis for preparing
cost estimates for future orders. This system enhances our ability to analyze
costs on an ongoing basis and allows for expeditious response time on quotation
requests.

We continue to update and upgrade our proprietary and commercially available
systems and computer hardware in order to maximize our efficiency and
effectiveness.

Suppliers and Raw Materials

Steel and metal processing companies are required to maintain substantial
inventories of raw materials in order to accommodate the short lead times and
just-in-time delivery requirements of their customers. Accordingly, we
generally maintain our inventory of raw materials at levels that we believe are
sufficient to satisfy the anticipated needs of our customers based upon
historic buying practices and market conditions. The primary raw material we
process is flat-rolled steel purchased at regular intervals on an as-needed
basis from numerous suppliers located primarily in North America. In 2000, we
purchased $1 million or more of metals from 39 suppliers, of which only eight
were located in non-NAFTA countries. We do not have long-term commitments with
any of our suppliers.

Technical Services

We employ a staff of engineers and other technical personnel and maintain
fully equipped, modern laboratories to support our operations. These facilities
enable us to verify, analyze and document the physical, chemical, metallurgical
and mechanical properties of our raw materials, finished products and services.
Technical service personnel also work in connection with our sales force to
determine the types of flat-rolled steel required for the needs of our
customers.

Our technical services personnel provide a wide range of support services in
connection with the manufacture of our building and construction products. Our
engineering staff employs a range of CAD/CAM programs to design highly
specialized and technically precise products, including truss hangers,
hurricane enclosures and custom designed building products.

All of our heat-treating facilities employ full-time metallurgists and
process engineers. We also maintain laboratories equipped with advanced
instrumentation at each of our heat-treating facilities.

Sales and Marketing

We have a multifaceted sales and marketing program for our products and
services. Our outside sales personnel travel throughout a geographic region to
maintain and expand relationships with current customers and cultivate new
accounts. We also have inside sales personnel, who remain at our facilities to
service and support existing and prospective customers. All of our sales people
receive incentive compensation based on profitability and performance.

We support our sales and marketing activities through participation in
leading trade shows, such as the National Hardware Show. We also advertise our
products in a number of trade publications and through co-op programs with our
customers.

We also use the Internet to support and enhance our sales and marketing
activities. We operate web sites that provide information on products and
services, pricing and other essential pieces of information. We are continually
evaluating new technologies in an effort to improve service, lower costs and
increase sales.

Customers and Distribution

We have approximately 10,000 customers located throughout the United States,
Canada and Mexico, principally in the automotive, automotive supply, building
and construction, steel, machinery and fastener industries. Major customers
include automobile manufacturers and suppliers, building and construction
product distributors and commercial and residential contractors. No single
customer accounted for 10% or more of our net sales for 1998, 1999 or 2000.

We manufacture products exclusively to customer order rather than for
inventory, except for building and construction products. Although we negotiate
annual sales orders with a majority of our customers, these orders are subject
to customer confirmation as to product amounts and delivery dates.

Competition

The steel processing market is highly competitive. We compete with a small
number of other steel processors, some of which also focus on fully processed,
high value-added steel products, on the basis of the precision and range of
achievable tolerances, quality, price, inventory availability and the ability
to meet delivery schedules dictated by customers. We also compete with numerous
suppliers of building and construction products, as well as service centers, a
small number of regional commercial heat-treaters and steel strapping
manufacturers, on the basis of quality, price, products, range of sizes offered
and the ability to meet delivery schedules dictated by customers.

Employees

At June 30, 2001, we employed approximately 3,500 people, of whom
approximately 500 were represented under five separate collective bargaining
agreements which terminate at various times between July 27, 2001 and February
20, 2004. The collective bargaining agreement at our Milcor facility in Lima,
Ohio, covering approximately 230 employees expires July 27, 2001. Negotiations
for the renewal of this agreement have commenced. We have never experienced a
work stoppage at our existing facilities. We believe that our relationship with
our employees is good. Over 80% of our employees participate in
performance-based incentive compensation programs. We are committed to such
programs because we believe they motivate employees to enhance our
profitability.

Backlog

Because of the nature of our products and the short lead time order cycle,
we do not believe that backlog is a significant factor in our business.

Properties

We maintain our corporate headquarters in Buffalo, New York and conduct our
processing, manufacturing and distribution operations at 54 facilities located
in 20 states and Mexico. We believe that our properties have been adequately
maintained, are in generally good condition and are suitable for our business
as presently conducted. We believe our existing facilities provide sufficient
production capacity for our present needs and for our anticipated needs in the
foreseeable future. We also believe that upon the expiration of our current
leases, we either will be able to secure renewal terms or enter into leases for
alternative locations at market terms.

Governmental Regulation

Our processing centers and manufacturing facilities are subject to many
federal, state and local laws and regulations relating to the protection of the
environment. Some of our operations require environmental permits and controls
to prevent and reduce air and water pollution which are subject to
modification, renewal and revocation by government authorities. We believe that
we are in material compliance with all environmental laws, regulations and
permits, and we do not anticipate any material expenditures to meet current or
pending environmental requirements. However, we could incur operating costs or
capital expenditures in complying with future or more stringent environmental
requirements or with current requirements if they are applied to our facilities
in a way we do not anticipate.
Since 1993, we have acquired 15 new businesses with a broad variety of
product lines and services. As a result of this expansion and our use of a
greater variety of raw materials, chemicals and equipment, we have become
subject to a wider set of environmental laws and regulations. In 1995, we
retained an environmental consulting firm to assist us in evaluating the
regulatory compliance and permit status of each business and in developing a
comprehensive environmental management and audit program at the corporate
level. We are continuing to develop and implement environmental compliance and
management systems.
Our operations are also governed by many other laws and regulations,
including those relating to workplace safety and worker health, principally the
Occupational Safety and Health Act and regulations thereunder which, among
other requirements, establish noise and dust standards. We believe that we are
in material compliance with these laws and regulations and do not believe that
future compliance with such laws and regulations will have a material adverse
effect on our results of operations or financial condition.

Legal Proceedings

From time to time, we are named a defendant in legal actions arising out of
the normal course of business. We are not a party to any pending legal
proceeding the resolution of which we believe will have a material adverse
effect on our results of operations or financial condition or to any other
pending legal proceedings other than ordinary, routine litigation incidental to
our business. We maintain liability insurance against risks arising out of the
normal course of business.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers and their ages as of June 30, 2001 are
as follows:

Name Age Position(s) Held
- ---- --- ----------------

Brian J. Lipke /(1)/........ 49 Chairman of the Board, Chief Executive Officer and Director

Walter T. Erazmus........... 54 President

Neil E. Lipke /(1)/......... 44 Senior Executive Vice President, Secretary and Director

Joseph A. Rosenecker........ 57 Executive Vice President

Carl P. Spezio.............. 56 Executive Vice President

Eric R. Lipke /(1)/......... 41 Vice President

Andrew S. Tsakos............ 55 Vice President

John E. Flint............... 54 Vice President and Chief Financial Officer

Richard A. Pytak Jr......... 39 Treasurer

Gerald S. Lippes /(2)(3)/... 61 Director

Arthur A. Russ, Jr.......... 58 Director

David N. Campbell /(2)/..... 59 Director

William P. Montague/ (2)(3)/ 54 Director

- --------
/(1)/Brian J. Lipke, Neil E. Lipke and Eric R. Lipke are brothers.
/(2)/Member of the Audit Committee.
/(3)/Member of the Compensation Committee.

Our board of directors is divided into three classes serving staggered
terms. One-third of the directors are elected at each annual meeting of
stockholders for a term of three years to hold office until their successors
are elected and qualified. The terms of office of Brian J. Lipke, Arthur A.
Russ, Jr. and William P. Montague expire in 2002; the term of office of David
N. Campbell expires in 2003; and the terms of office of Neil E. Lipke and
Gerald S. Lippes expire in 2004. All of our officers serve at the discretion of
our board of directors.

Brian J. Lipke has been our Chairman of the Board and Chief Executive
Officer and a director of our company since its formation. He has been
President and Chief Executive Officer of Gibraltar Steel Corporation of New
York, a predecessor and current subsidiary of our company, since 1987, and has
been in charge of our other subsidiaries since their formation. From 1972 to
1987 Mr. Lipke held various positions with Gibraltar New York in production,
purchasing and divisional management. He is a member of the JPMorgan Chase
Upstate Regional Advisory Board.

Walter T. Erazmus has been our President since June 1999. Previously, he
served as our Executive Vice President - Finance and Chief Financial Officer of
our company since November 1994 and of Gibraltar New York since 1977. Mr.
Erazmus was our Vice President - Finance and Chief Financial Officer from our
formation to November 1994.

Neil E. Lipke has been an Executive Vice President and a director of our
company since its formation and our secretary since 1999. He has been Executive
Vice President of Gibraltar New York since 1988 and has been employed by
Gibraltar New York since 1973 in various production, sales and marketing
capacities.

Joseph A. Rosenecker has been an Executive Vice President of our company
since November 1994. He served as our Vice President - Sales from our formation
until November 1994 and has been the director of Gibraltar New York's
cold-rolled strip operations since 1989. He was President of Gibraltar New
York's strip and strapping divisions from 1978 to 1989.

Carl P. Spezio has been an Executive Vice President of our company since
November 1994. Previously, he was our Vice President - Manufacturing and
Quality Control since our formation. He has been the director of Gibraltar New
York's metal processing operations since 1989. He was President of the
precision metals division of Gibraltar New York from 1977 to 1989.

Eric R. Lipke has been a Vice President of our company since its formation.
Mr. Lipke has held various positions with Gibraltar New York since 1976,
primarily in the areas of administration and executive support.

Andrew S. Tsakos has been a Vice President of our company since May 1998.
Mr. Tsakos has held various positions with Gibraltar New York since 1970,
primarily in the areas of sales, sales management, purchasing and distribution
services.

John E. Flint was named Vice President and Chief Financial Officer of our
company in 1999. He was our Vice President of Accounting since our
incorporation and of Gibraltar New York since 1985. Previously, he served as
Corporate Controller of Gibraltar New York. Mr. Flint began his career with us
as Controller of the Gibraltar Metals Division of Gibraltar New York in 1977.

Richard A. Pytak Jr. was named our Treasurer in 1999 and has been with us
since June 1998. Previously, Mr. Pytak was a Senior Manager at
PricewaterhouseCoopers LLP with 14 years of experience providing public
accounting and business advisory services.

Gerald S. Lippes has served as a director of our company since our
formation. He has been engaged in the private practice of law since 1965 and is
a partner of the firm of Lippes, Silverstein, Mathias & Wexler LLP, Buffalo,
New York, which provided services to us in 2000 and the current year. Mr.
Lippes is also a director of several private companies.

Arthur A. Russ, Jr. has served as a director of our company since its
formation. He has been engaged in the private practice of law since 1969 and is
a partner of the firm of Phillips, Lytle, Hitchcock, Blaine & Huber, LLP,
Buffalo, New York, which provided services to our company in 2000 and the
current year. Mr. Russ also serves as a trustee of the Lipke trusts, which hold
shares of our common stock. Mr. Russ shares voting and investment power with
respect to the shares of common stock held by the Lipke trusts and disclaims
beneficial ownership of such shares.

David N. Campbell has served as a director of our company since the
consummation of our initial public offering. Mr. Campbell served as President
and Chief Executive Officer of Xpedior, Inc. from September 1999 through
November 2000. Previously, from July 1995 to September 1999, he was President
of BBN Systems & Technologies and its successor, GTE Laboratories and
Technologies. Mr. Campbell also is the former Chairman of the Board and Chief
Executive Officer of Computer Task Group, Incorporated and the former Chairman
of the Board of Dunlop Tire Corporation. Mr. Campbell also serves as a director
of Tektronix Corporation.

William P. Montague has served as a director of our company since the
consummation of our initial public offering. He served as Executive Vice
President and Chief Financial Officer of Mark IV Industries, Inc. from 1986 to
February 1996 and, since March 1996, as President of that company. He is also a
director of IIMAK (International Imaging Materials, Inc.).

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of June 30, 2001, and as adjusted to reflect
the sale of 2,500,000 shares of common stock by our company and the sale of
500,000 shares of common stock by the selling stockholders, by (i) each person
who is known by us to own beneficially more than five percent of the
outstanding common stock (ii) each of our directors and executive officers and
(iii) all of our directors and executive officers as a group:

Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
------------------- Shares -------------------
Name Number Percentage Offered Number Percentage
- ---- --------- ---------- ------- --------- ----------

Brian J. Lipke /(1)(2)(3)/.................. 1,342,143 10.66% 100,000 1,242,143 8.23%

Neil E. Lipke /(2)(4)/...................... 1,294,742 10.28 100,000 1,194,742 7.91

Eric R. Lipke /(2)(5)/...................... 1,245,713 9.89 100,000 1,145,713 7.59

Meredith A. Lipke /(2)(6)/.................. 1,226,778 9.74 100,000 1,126,778 7.46

Curtis W. Lipke/ (2)(7)/.................... 1,072,424 8.51 100,000 972,424 6.44

Gerald S. Lippes /(8)/...................... 100,705 * -- 100,705 *
700 Guaranty Building
28 Church Street
Buffalo, New York 14202

William P. Montague /(9)/................... 65,705 * -- 65,705 *
501 John James Audubon Parkway
P.O. Box 810
Amherst, New York 14226-0810

Arthur A. Russ, Jr. /(10)/.................. 55,750 * -- 55,750 *
3400 HSBC Center
Buffalo, New York 14203

David N. Campbell /(11)/.................... 31,250 * -- 31,250 *
389 River Road
Carlisle, Massachusetts 01741

Walter T. Erazmus /(2)(12)/................. 83,109 * -- 83,109 *

Carl P. Spezio /(2)(13)/.................... 73,558 * -- 73,558 *

Joseph A. Rosenecker /(2)(14)/.............. 73,043 * -- 73,043 *

All Directors and Executive
Officers as a Group
(13 persons) /(15)/....................... 4,421,898 35.11 300,000 4,121,898 27.31

Liberty Wanger Asset Management, L.P. /(16)/ 1,125,000 8.93 -- 1,125,000 7.45
277 West Monroe Street, Suite 3000
Chicago, Illinois 60606

Franklin Resources, Inc. /(17)/............. 1,074,700 8.53 -- 1,074,700 7.12
777 Mariners Island Boulevard
San Mateo, California 94403

T. Rowe Price Associates, Inc./ (18)/....... 830,200 6.59 -- 830,200 5.50
100 E. Pratt Street
Baltimore, Maryland 21202

Merrill Lynch & Co., Inc./ (19)/............ 811,973 6.45 -- 811,973 5.38
World Trade Center
North Tower
250 Vesey Street
New York, New York 10381

- --------
/* /Less than 1%.
/(1)/Unless otherwise indicated in the footnotes, each of the stockholders
named in this table has sole voting and investment power with respect to the
shares shown as beneficially owned by such stockholder, except to the extent
that authority is shared by spouses under applicable law.
/(2)/The address of each of the executive officers and of Meredith A. Lipke,
Curtis W. Lipke and Eric R. Lipke is 3556 Lake Shore Road, P.O. Box 2028,
Buffalo, New York 14219-0228.
/(3)/Includes (i) 1,058,882 shares of common stock held by two trusts for the
benefit of Brian J. Lipke, (ii) 11,945 shares of common stock held by trusts
for the benefit of the daughters of Brian J. Lipke, (iii) 3,480 shares of
common stock held in a custodial account for the benefit of a daughter of
Brian J. Lipke, (iv) 40,000 shares of common stock issuable under currently
exercisable options pursuant to our Non-Qualified Stock Option Plan, (v)
40,625 shares of common stock issuable under currently exercisable options
granted to Brian J. Lipke pursuant to the our Incentive Stock Option Plan,
(vi) 3,283 shares of common stock allocated to Brian J. Lipke's
self-directed account under our 40l(k) Retirement Savings Plan and (vii)
150,463 shares of common stock, representing Brian J. Lipke's pecuniary
interest in Rush Creek Investment Co., L.P. Rush Creek owns 758,000 shares
of common stock as to which Brian J. Lipke disclaims beneficial ownership,
except to the extent of his pecuniary interest. Excludes 21,875 shares of
common stock under options granted to Brian J. Lipke pursuant to our
Incentive Stock Option Plan that are not exercisable within 60 days. Also
excludes (i) 61,085 shares of common stock held by the Trust U/W of Kenneth
E. Lipke f/b/o Patricia K. Lipke, as to which Brian J. Lipke serves as one
of three trustees and shares voting and investment power and as to which he
disclaims beneficial ownership, (ii) 3,830,915 shares of common stock held
by trusts for the benefit of each of Neil E. Lipke, Curtis W. Lipke, Eric R.
Lipke and Meredith A. Lipke, as to each of which Brian J. Lipke serves as
one of three trustees and shares voting and investment power and as to which
he disclaims beneficial ownership, (iii) 30,000 shares of common stock held
by a trust for the benefit of Meredith A. Lipke, as to which Brian J. Lipke
serves as one of five trustees and shares voting and investment power and as
to which he disclaims beneficial ownership, (iv) 5,605 shares of common
stock held by a trust for the benefit of the daughter of Meredith A. Lipke,
as to which Brian J. Lipke serves as one of four trustees and shares voting
and investment power and as to which he disclaims beneficial ownership and
(v) 11,500 shares of common stock held by trusts for the benefit of the
children of Eric R. Lipke, as to which Brian J. Lipke serves as one of three
trustees and shares voting and investment power and as to which he disclaims
beneficial ownership.
/(4)/Includes (i) 1,011,502 shares of common stock held by a trust for the
benefit of Neil E. Lipke, (ii) 30,000 shares of common stock issuable under
currently exercisable options granted to Neil E. Lipke pursuant to our
Non-Qualified Stock Option Plan, (iii) 20,000 shares of common stock
issuable under currently exercisable options granted to Neil E. Lipke
pursuant to our Incentive Stock Option Plan, (iv) 1,272 shares of common
stock allocated to Neil E. Lipke's self-directed account under our 401(k)
Retirement Savings Plan and (v) 150,463 shares of common stock, representing
Neil E. Lipke's pecuniary interest in Rush Creek. Rush Creek owns 758,000
shares of common stock as to which Neil E. Lipke disclaims beneficial
ownership, except to the extent of his pecuniary interest. Excludes 15,000
shares of common stock under options granted to Neil E. Lipke pursuant to
our Incentive Stock Option Plan that are not exercisable within 60 days.
Also excludes (i) 60,880 shares of common stock held by a trust for the
benefit of Brian J. Lipke and 30,000 shares of common stock held by a trust
for the benefit of Meredith A. Lipke, as to each of which Neil E. Lipke
serves as one of five trustees and shares voting and investment power and as
to which he disclaims beneficial ownership, (ii) 11,945 shares of common
stock held by trusts for the benefit of the daughters of Brian J. Lipke, as
to which Neil E. Lipke serves as one of three trustees and shares voting and
investment power and as to which he disclaims beneficial ownership and (iii)
11,500 shares of common stock held by trusts for the benefit of the children
of Eric R. Lipke, as to which Neil E. Lipke serves as one of three trustees
and shares voting and investment power and as to which he disclaims
beneficial ownership.
/(5)/Includes (i) 975,501 shares of common stock held by a trust for the
benefit of Eric R. Lipke, (ii) 11,500 shares of common stock held by trusts
for the benefit of the children of Eric R. Lipke, (iii) 20,000 shares of
common stock issuable under currently exercisable options granted to Eric R.
Lipke pursuant to our Non-Qualified Stock Option Plan, (iv) 10,625 shares of
common stock issuable under currently exercisable options granted to Eric R.
Lipke pursuant to our Incentive Stock Option Plan, (v) 3,360 shares of
common stock held in custodial accounts for the benefit of the children of
Eric R. Lipke, (vi) 1,069 shares of common stock allocated to Eric R.
Lipke's self-directed account under our 401(k) Retirement Savings Plan and
(vii) 150,463 shares of common stock, representing Eric R. Lipke's pecuniary
interest in Rush Creek. Rush Creek owns 758,000 shares of common stock as to
which Eric R. Lipke disclaims beneficial ownership, except to the extent of
his pecuniary interest. Excludes 14,375 shares of common stock issuable
under options granted to Eric R. Lipke pursuant to our Incentive Stock
Option Plan that are not exercisable within 60 days. Also excludes (i)
998,002 shares of common stock held by a trust for the benefit of Brian J.
Lipke, as to which Eric R. Lipke serves as one of three trustees and shares
voting and investment power and as to which Eric R. Lipke disclaims
beneficial ownership, (ii) 60,880 shares of common stock held by a trust for
the benefit of Brian J. Lipke and 30,000 shares of common stock held by a
trust for the benefit of Meredith A. Lipke, as to each of which Eric R.
Lipke serves as one of five trustees and shares voting and investment power
and as to which he disclaims beneficial ownership and (iii) 11,945 shares of
common stock held by trusts for the benefit of the children of Brian J.
Lipke, as to which Eric R. Lipke serves as one of three trustees and shares
voting and investment power and as to which he disclaims beneficial
ownership.
/(6)/Includes (i) 1,053,536 shares of common stock held by three trusts for the
benefit of Meredith A. Lipke, (ii) 2,500 shares of common stock issuable
under currently exercisable options granted to Meredith A. Lipke pursuant to
our Non-Qualified Stock Option Plan, (iii) 1,875 shares of common stock
issuable under currently exercisable options granted to Meredith A. Lipke
pursuant to our Incentive Stock Option Plan, (iv) 5,075 shares of common
stock held in a custodial account for the benefit of the daughter of
Meredith A. Lipke pursuant to the New York Uniform Gift to Minors Act, (v)
5,605 shares of common stock held by a trust for the benefit of the daughter
of Meredith A. Lipke, (vi) 616 shares of common stock allocated to Meredith
A. Lipke's self-directed account under our 401(k) Retirement Savings Plan
and (vi) 150,463 shares of common stock, representing Meredith A. Lipke's
pecuniary interest in Rush Creek. Rush Creek

owns 758,000 shares of common stock as to which Meredith A. Lipke disclaims
beneficial ownership, except to the extent of her pecuniary interest.
Excludes 3,125 shares of common stock issuable under options granted to
Meredith A. Lipke pursuant to our Incentive Stock Option Plan that are not
exercisable within 60 days and (ii) 60,880 shares of common stock held by a
trust for the benefit of Brian J. Lipke, as to which Meredith A. Lipke
serves as one of five trustees and shares voting and investment power and as
to which she disclaims beneficial ownership.
/(7)/Includes (i) 849,456 shares of common stock held by a trust for the
benefit of Curtis W. Lipke and (ii) 150,463 shares of common stock,
representing Curtis W. Lipke's pecuniary interest in Rush Creek. Rush Creek
owns 758,000 shares of common stock as to which Curtis W. Lipke disclaims
beneficial ownership, except to the extent of his pecuniary interest.
Excludes (i) 60,880 shares of common stock held by a trust for the benefit
of Brian J. Lipke and 30,000 shares of common stock held by a trust for the
benefit of Meredith A. Lipke, as to each of which Curtis W. Lipke serves as
one of five trustees and shares voting and investment power and as to which
he disclaims beneficial ownership, (ii) 5,605 shares of common stock held by
a trust for the benefit of the daughter of Meredith A. Lipke, as to which
Curtis W. Lipke serves as one of four trustees and shares voting and
investment power and as to which he disclaims beneficial ownership, (iii)
11,945 shares of common stock held by trusts for the benefit of the children
of Brian J. Lipke, as to which Curtis W. Lipke serves as one of three
trustees and shares voting and investment power and as to which he disclaims
beneficial ownership and (iv) 11,500 shares of common stock held by trusts
for the benefit of the children of Eric R. Lipke, as to which Curtis W.
Lipke serves as one of three trustees and shares voting and investment power
and as to which he disclaims beneficial ownership.
/(8)/Includes 51,250 shares of common stock issuable under currently
exercisable options granted to Mr. Lippes pursuant to our Non-Qualified
Stock Option Plan.
/(9)/Includes 26,250 shares of common stock issuable under currently
exercisable options granted to Mr. Montague pursuant to our Non-Qualified
Stock Option Plan.
/(10)/Includes (i) 51,250 shares of common stock issuable under currently
exercisable options granted to Mr. Russ pursuant to our Non-Qualified Stock
Option Plan and (ii) an aggregate of 1,500 shares of common stock held by
three trusts for the benefit of the Russ' children as to each of which Mr.
Russ serves as a trustee. Excludes an aggregate of (i) 4,828,917 shares of
common stock owned by trusts for the benefit of each of Brian J. Lipke,
Neil E. Lipke, Curtis W. Lipke, Eric R. Lipke and Meredith A. Lipke, as to
each of which Mr. Russ serves as one of three trustees and shares voting
and investment power and as to which he disclaims beneficial ownership,
(ii) 61,085 shares of common stock held by the Kenneth E. Lipke Trust, as
to which Mr. Russ serves as one of three trustees and shares voting and
investment power and as to which he disclaims beneficial ownership and
(iii) 758,000 shares of common stock held by Rush Creek as to which Mr.
Russ serves as trustee of the sole limited partner and as to which he
disclaims beneficial ownership.
/(11)/Includes (i) 26,250 shares of common stock issuable under currently
exercisable options granted to Mr. Campbell pursuant to our Non-Qualified
Stock Option Plan, (ii) 2,500 shares of common stock held by an Individual
Retirement Account for the benefit of Mr. Campbell and (iii) 1,500 shares
of common stock held by the Campbell Foundation of which Mr. Campbell
serves as a trustee.
/(12)/Includes (i) 57,250 shares of common stock issuable under currently
exercisable options granted to Mr. Erazmus under our Incentive Stock Option
Plan, (ii) 800 shares of common stock held by an Individual Retirement
Account for the benefit of Mr. Erazmus, (iii) 500 shares of common stock
held by an Individual Retirement Account for the benefit of the spouse of
Mr. Erazmus and (iv) 5,559 shares of common stock allocated to Mr.
Erazmus's self-directed account under our 401(k) Retirement Savings Plan.
Excludes 17,500 shares of common stock issuable under options granted to
Mr. Erazmus pursuant to our Incentive Stock Option Plan that are not
exercisable within 60 days.
/(13)/Includes (i) 52,875 shares of common stock issuable under currently
exercisable options granted to Mr. Spezio under our Incentive Stock Option
Plan and (ii) 3,656 shares of common stock allocated to Mr. Spezio's
self-directed account under our 401(k) Retirement Savings Plan. Excludes
14,375 shares of common stock issuable under options granted to Mr. Spezio
pursuant to our Incentive Stock Option Plan that are not exercisable within
60 days.
/(14)/Includes 52,875 shares of common stock issuable under currently
exercisable options granted to Mr. Rosenecker under our Incentive Stock
Option Plan and (ii) 3,668 shares of common stock allocated to Mr.
Rosenecker's self-directed account under our 401(k) Retirement Savings
Plan. Excludes 14,375 shares of common stock issuable under options granted
to Mr. Rosenecker pursuant to our Incentive Stock Option Plan that are not
exercisable within 60 days.
/(15)/Includes options to purchase an aggregate of 281,000 shares of common
stock issuable to certain of our executive officers under our Incentive
Stock Option Plan and an aggregate of 245,000 shares of common stock
issuable to certain of our executive officers and directors under our
Non-Qualified Stock Option Plan, all of which are exercisable within 60
days. Excludes options to purchase an aggregate of 116,250 shares of common
stock issued to certain of our executive officers under our Incentive Stock
Option Plan that are not exercisable within 60 days.
/(16)/Based on information set forth in a statement on Schedule 13G/A filed
with the Securities and Exchange Commission in February 2001 by Liberty
Wanger Asset Management, L.P. on behalf of itself, its affiliate, WAM
Acquisition GP, Inc. and Liberty Acorn Trust.
/(17)/Based on information set forth in a statement on Schedule 13G/A filed
with the Securities and Exchange Commission in January 2000 by Franklin
Resources, Inc. on behalf of itself and its affiliates, Charles B. Johnson,
Rupert H. Johnson, Jr. and Franklin Advisors, Inc.
/(18)/Based on information set forth in a statement on Schedule 13G/A filed
with the Securities and Exchange Commission in February 2001 by T. Rowe
Price Associates, Inc.
/(19)/Based on information set forth in a statement on Schedule 13G/A filed
with the Securities and Exchange Commission in February 2001 by Merrill
Lynch & Co., Inc. on behalf of Merrill Lynch Investment Managers.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50 million shares of common stock
and 10 million shares of undesignated preferred stock, $.01 par value per
share. As of June 30, 2001, there were 12,595,374 shares of common stock issued
and outstanding. Upon completion of this offering, there will be 15,095,374
shares of common stock issued and outstanding, assuming no exercise of the
underwriters' over-allotment option. There are no shares of our preferred stock
outstanding.

Common Stock

Voting Rights. Each share of common stock is entitled to one vote on all
matters submitted to a vote of our stockholders, including the election of
directors. There is no cumulative voting. Therefore, the holders of a majority
of the shares of common stock voted in an election of directors can elect all
of the directors then standing for election, subject to any rights of the
holders of any outstanding preferred stock.

Dividends, Distributions and Stock Splits. Holders of shares of common stock
are entitled to receive dividends, if, as and when such dividends are declared
by our board of directors out of assets legally available therefor after
payment of dividends required to be paid on shares of outstanding preferred
stock.

Liquidation. In the event of any dissolution, liquidation or winding up of
our affairs, whether voluntary or involuntary, after payment of our debts and
other liabilities and making provision for the holders of outstanding preferred
stock, if any, our remaining assets will be distributed ratably among the
holders of our common stock.

Preferred Stock

Our board of directors has the authority to issue preferred stock in one or
more series and to establish the rights and restrictions granted to or imposed
on any unissued shares of preferred stock and to fix the number of shares
constituting any series without any further vote or action by our stockholders.
Our board of directors has the authority, without approval of our stockholders,
to issue preferred stock that has voting and conversion rights superior to our
common stock, which could have the effect of deterring, delaying or preventing
a change in control. We currently have no plans to issue any shares of
preferred stock.

Certain Provisions of the Certificate of Incorporation and By-Laws

Our certificate of incorporation contains certain provisions permitted under
the Delaware General Corporation Law relating to the liability of our
directors. These provisions eliminate a director's personal liability to us or
our stockholders for monetary damages resulting from a breach of fiduciary
duty, except in certain circumstances involving certain wrongful acts,
including:

. for any breach of the director's duty of loyalty to us or our stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law; or
. for any transaction in which the director derives an improper benefit.

These provisions do not eliminate our right or those of any of our
stockholders to seek non-monetary relief, such as an injunction or rescission,
in the event of a breach of a director's fiduciary duty. These provisions will
not alter a director's liability under federal securities laws. Our by-laws
also contain certain provisions indemnifying our directors and officers to the
fullest extent permitted by the Delaware General Corporation Law. We believe
that these provisions are necessary to attract and retain qualified individuals
to serve as directors and officers.

Our certificate of incorporation also contains provisions dividing our board
of directors into three classes serving staggered three-year terms. Our
directors can be removed from office only for cause and only by the affirmative
vote of the holders of a majority of the voting power of the then outstanding
shares of our capital stock entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single class. Vacancies on
our board of directors may only be filled by the remaining directors and not by
our stockholders.

Our by-laws establish an advance notice procedure with regard to the
nomination, other than by or at the direction of the board of directors, of
candidates for election as directors and with regard to certain matters to be
brought before an annual meeting of our stockholders. In general, notice must
be received by us not less than 60 nor more than 90 days prior to the date of
the prior year's annual meeting and must contain certain specified information
concerning the person to be nominated or the matter to be brought before the
meeting and concerning the stockholder submitting the proposal.

Annual meetings of our stockholders shall be held to elect our board of
directors and to transact such other business as may be properly brought before
the meeting. Special meetings of our stockholders may be called only by our
Chairman of the Board, President or a majority of our board of directors. Our
certificate of incorporation provides that any action required or permitted to
be taken by our stockholders may be effected only at a duly called annual or
special meeting of our stockholders and may not be effected by written consent
of our stockholders.

Our certificate of incorporation also provides that certain mergers, sales
of assets, issuances of securities, liquidations or dissolutions,
reclassifications or recapitalizations involving Interested Stockholders must
be approved by holders of at least 80% of the outstanding Voting Stock, unless
such transactions are approved by a majority of the Disinterested Directors (as
defined in our certificate of incorporation) or certain minimum price, form of
consideration and procedural requirements are satisfied. An Interested
Stockholder is defined as a holder of stock representing 20% or more of the
shares of Voting Stock then outstanding. Our certificate of incorporation
further provides that the affirmative vote of the holders of 80% of the total
votes eligible to be cast in the election of directors is required to amend,
alter, change or repeal such provisions. The requirement of such a
super-majority vote could enable a minority of our stockholders to exercise
veto powers over such amendments, alterations, changes or repeals.

Delaware Anti-Takeover Law

Our company is a Delaware corporation subject to the provisions of Section
203 of the Delaware General Corporation Law, an anti-takeover law. Generally,
this statute prohibits a publicly-held Delaware corporation from engaging in a
business combination with an "interested stockholder" for a period of three
years after the date of the transaction in which such person became an
interested stockholder, unless the business combination is approved in a
prescribed manner. A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to the stockholder. For
purposes of Section 203, an "interested stockholder" is defined to include any
person that is:

. the owner of 15% or more of the outstanding voting stock of a corporation;
. an affiliate or associate of a corporation and was the owner of 15% or more
of the outstanding voting stock of the corporation at any time within three
years immediately prior to the date on which it is sought to be determined
whether such person is an interested stockholder; and
. an affiliate or associate of the persons described above.

Stockholders may, by adopting an amendment to the corporation's certificate
of incorporation or by-laws, elect for the corporation not to be governed by
Section 203, effective 12 months after adoption. Neither our certificate of
incorporation nor our by-laws exempt us from the restrictions imposed under
Section 203. We anticipate that the provisions of Section 203 may encourage
parties interested in acquiring us to negotiate in

advance with our board of directors because the stockholder approval
requirement would be avoided if a majority of the directors then in office
approve either the business combination or the transaction that results in the
stockholder becoming an interested stockholder.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is American Stock
Transfer & Trust Company, New York, New York.

UNDERWRITING

Salomon Smith Barney Inc. is acting as representative of the underwriters
named below. Subject to the terms and conditions stated in the underwriting
agreement dated the date of this prospectus, each underwriter named below has
agreed to purchase, and we and the selling stockholders have agreed to sell to
that underwriter, the number of shares set forth opposite the underwriter's
name.

Number
Underwriter of shares
----------- ---------

Salomon Smith Barney Inc.................................
McDonald Investments Inc.................................
----
Total.................................................
====

The underwriting agreement provides that the obligations of the underwriters
to purchase the shares included in this offering are subject to approval of
legal matters by counsel and to other conditions. The underwriters are
obligated to purchase all the shares (other than those covered by the
over-allotment option described below) if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the shares to dealers at the public offering price less a concession
not to exceed $ per share. The underwriters may allow, and dealers may
reallow, a concession not to exceed $ per share on sales to other dealers. If
all of the shares are not sold at the initial offering price, the
representatives may change the public offering price and the other selling
terms.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 450,000 additional shares of
common stock at the public offering price less the underwriting discount. The
underwriters may exercise the option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent the
option is exercised, each underwriter must purchase a number of additional
shares approximately proportionate to that underwriter's initial purchase
commitment.

We, our officers and directors, and the selling stockholders have agreed
that, for a period of 90 days from the date of this prospectus, we and they
will not, without the prior written consent of Salomon Smith Barney, dispose of
or hedge any shares of our common stock or any securities convertible into or
exchangeable for our common stock, except that our officers and directors and
the selling stockholders may dispose of such shares as bona fide gifts. Salomon
Smith Barney in its sole discretion may release any of the securities subject
to these lock-up agreements at any time without notice.

The common stock is quoted on the Nasdaq National Market under the symbol
"ROCK."

The following table shows the underwriting discounts and commissions that we
and the selling stockholders are to pay to the underwriters in connection with
this offering. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase additional shares of common
stock.

Paid by Gibraltar Paid by selling stockholders
------------------------- ----------------------------
No Exercise Full Exercise No Exercise Full Exercise
----------- ------------- ----------- ----------

Per share $ $ $ $
Total.... $ $ $ $

In connection with the offering, Salomon Smith Barney, on behalf of the
underwriters, may purchase and sell shares of common stock in the open market.
These transactions may include short sales, syndicate covering transactions and
stabilizing transactions. Short sales involve syndicate sales of common stock
in excess of the number of shares to be purchased by the underwriters in the
offering, which creates a syndicate short position. "Covered" short sales are
sales of shares made in an amount up to the number of shares represented by the
underwriters' over-allotment option. In determining the source of shares to
close out the covered syndicate short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase shares through the
over-allotment option. Transactions to close out the covered syndicate short
involve either purchases of the common stock in the open market after the
distribution has been completed or the exercise of the over-allotment option.
The underwriters may also make "naked" short sales of shares in excess of the
over-allotment option. The underwriters must close out any naked short position
by purchasing shares of common stock in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the shares in the open market after
pricing that could adversely affect investors who purchase in the offering.
Stabilizing transactions consist of bids for or purchases of shares in the open
market while the offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney repurchases shares originally sold by that syndicate
member in order to cover syndicate short positions or make stabilizing
purchases.

Any of these activities may have the effect of preventing or retarding a
decline in the market price of the common stock. They may also cause the price
of the common stock to be higher than the price that would otherwise exist in
the open market in the absence of these transactions. The underwriters may
conduct these transactions on the Nasdaq National Market or in the
over-the-counter market, or otherwise. If the underwriters commence any of
these transactions, they may discontinue them at any time.

We and the selling stockholders estimate that our respective portions of the
total expenses of this offering will be $ and $ .

Under rule 2710(e)(8) of the Conduct Rules of the National Association of
Securities Dealers, Inc., special considerations apply to a public offering of
securities where more than 10% of the net proceeds thereof will be paid to
members of the NASD that are participating in the offering, or persons
affiliated or associated with such members. Certain of the underwriters or
their respective affiliates have lent money to the company under existing
credit facilities. In the event more than 10% of the proceeds of the offering
will be used to repay such money lent by any underwriter or its affiliates, the
offering will be conducted in conformity with Rule 2710(e)(8).

The underwriters have performed investment banking and advisory services for
us from time to time for which they have received customary fees and expenses.
The underwriters may, from time to time, engage in transactions with and
perform services for us in the ordinary course of their business.

A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters. The representatives may agree to
allocate a number of shares to underwriters for sale to their online brokerage
account holders. The representatives will allocate shares to underwriters that
may make Internet distributions on the same basis as other allocations. In
addition, shares may be sold by the underwriters to securities dealers who
resell shares to online brokerage account holders.

We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be required to make
because of any of those liabilities.

LEGAL MATTERS

Certain legal matters with respect to the validity of the issuance of the
shares of common stock offered by this prospectus will be passed upon for us by
Lippes, Silverstein, Mathias & Wexler LLP, Buffalo, New York. Certain legal
matters related to this offering will be passed upon for the underwriters by
Cravath, Swaine & Moore, New York, New York.

Gerald S. Lippes, a partner of Lippes, Silverstein, Mathias & Wexler LLP, is
a director of our company. Mr. Lippes beneficially owns 49,455 shares of common
stock and has been awarded options to purchase an additional 51,250 shares of
common stock. As of June 30, 2001, other members of Lippes, Silverstein,
Mathias & Wexler LLP owned an aggregate of approximately 1,500 shares of common
stock.

EXPERTS

Our consolidated financial statements as of December 31, 1999 and 2000 and
for each of the three years in the period ended December 31, 2000, included in
this prospectus and the registration statement on Form S-3, have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements and other information with the Securities and Exchange
Commission, or SEC. We have also filed a registration statement on Form S-3,
including exhibits and schedules, under the Securities Act of 1933, as amended,
with respect to the common stock offered by this prospectus. You may read and
copy any document we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of
the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and the Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can request copies of these documents by
writing to the SEC and paying a fee for the copying cost. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at www.sec.gov. In addition, our common stock is listed for trading on
the Nasdaq National Market. You can read and copy reports and other information
concerning us at the offices of Nasdaq Operations at 1735 K Street, N.W.,
Washington, D.C. 20006.

This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to us and the shares of common stock offered hereby,
reference is made to the registration statement, including the exhibits and
schedules thereto. Statements contained in this prospectus as to the contents
of any contract or other document are not necessarily complete and, where any
such contract or document is an exhibit to the registration statement, each
statement with respect to such contract or document is qualified in all
respects by the provisions of the relevant exhibit, to which reference is
hereby made.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission, or SEC, allows us to incorporate by
reference into this prospectus the information that we file with the SEC in
other documents. This means that we can disclose important information to you
by referring to other documents that contain that information. The information
may include documents filed after the date of this prospectus which update and
supersede the information you read in this prospectus. We incorporate by
reference the documents listed below, except to the extent information in those
documents is different from the information contained in this prospectus, and
all future documents filed with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, until we terminate
the offering of these shares:

. Our Annual Report on Form 10-K for the year ended December 31, 2000;
. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and
. A description of our common stock contained in a registration statement on
Form 8-A filed with the SEC on September 24, 1993, as amended by Amendment
No. 1 on Form 8-A/A filed with the SEC on November 4, 1993.

You may request a copy of these documents, at no cost, by written or oral
request to:

Gibraltar Steel Corporation
Attn: Director of Investor Relations
3356 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(716) 826-6500

This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports we file with the SEC after the date of
this prospectus may also contain information that updates, modifies or is
contrary to information in this prospectus or in documents incorporated by
reference in this prospectus. Investors should review these reports as they may
disclose a change in our business, prospects, financial condition or other
affairs after the date of this prospectus.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

GIBRALTAR STEEL CORPORATION--CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2000
Report of Independent Accountants..................................................... F-2
Consolidated Balance Sheet at December 31, 2000 and 1999.............................. F-3
Consolidated Statement of Income for the years ended December 31, 2000, 1999
and 1998............................................................................ F-4
Consolidated Statement of Cash Flows for the years ended December 31, 2000, 1999
and 1998............................................................................ F-5
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2000,
1999 and 1998....................................................................... F-6
Notes to Consolidated Financial Statements............................................ F-7

GIBRALTAR STEEL CORPORATION--CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF JUNE 30, 2001 (UNAUDITED)
Condensed Consolidated Balance Sheet at June 30, 2001 and December 31, 2000........... F-16
Condensed Consolidated Statement of Income for the six months ended June 30,
2001 and 2000....................................................................... F-17
Condensed Consolidated Statement of Cash Flows for the six months ended June 30,
2001 and 2000....................................................................... F-18
Notes to Condensed Consolidated Financial Statements.................................. F-19

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Gibraltar Steel Corporation

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Gibraltar Steel Corporation and its subsidiaries at December 31,
2000 and 1999, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
January 24, 2001

F-2

GIBRALTAR STEEL CORPORATION

CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)

December 31,
-----------------
2000 1999
-------- --------

Assets
Current assets:
Cash and cash equivalents................................... $ 1,701 $ 4,687
Accounts receivable......................................... 78,358 78,418
Inventories................................................. 100,987 94,994
Other current assets........................................ 6,548 4,492
-------- --------
Total current assets.................................... 187,594 182,591

Property, plant and equipment, net............................. 229,159 216,030
Goodwill....................................................... 130,368 115,350
Other assets................................................... 8,925 8,109
-------- --------
$556,046 $522,080
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable............................................ $ 39,285 $ 48,857
Accrued expenses............................................ 15,575 19,492
Current maturities of long-term debt........................ 327 1,319
-------- --------
Total current liabilities............................... 55,187 69,668

Long-term debt................................................. 255,526 235,302
Deferred income taxes.......................................... 34,325 29,328
Other non-current liabilities.................................. 2,660 2,323
Shareholders' equity:
Preferred shares, $.01 par value; authorized:
10,000,000 shares; none outstanding....................... -- --
Common shares, $.01 par value; authorized:
50,000,000 shares; outstanding:
12,567,147 shares in 2000 and 12,577,464 shares in 1999... 126 126
Additional paid-in capital.................................. 68,475 68,323
Retained earnings........................................... 139,747 117,010
-------- --------
Total shareholders' equity.............................. 208,348 185,459
-------- --------
$556,046 $522,080
======== ========

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

F-3

GIBRALTAR STEEL CORPORATION

CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)

Year Ended December 31,
--------------------------
2000 1999 1998
-------- -------- --------

Net sales........................................... $677,540 $621,918 $557,944
Cost of sales....................................... 541,743 493,945 456,449
-------- -------- --------
Gross profit..................................... 135,797 127,973 101,495
Selling, general and administrative expense......... 75,905 72,504 57,040
-------- -------- --------
Income from operations........................... 59,892 55,469 44,455
Interest expense.................................... 18,942 13,439 11,389
-------- -------- --------
Income before taxes.............................. 40,950 42,030 33,066
Provision for income taxes.......................... 16,585 17,022 13,226
-------- -------- --------
Net income....................................... $ 24,365 $ 25,008 $ 19,840
======== ======== ========
Net income per share--Basic......................... $ 1.94 $ 1.99 $ 1.59
======== ======== ========
Weighted average shares outstanding--Basic.......... 12,577 12,540 12,456
======== ======== ========
Net income per share--Diluted....................... $ 1.92 $ 1.95 $ 1.57
======== ======== ========
Weighted average shares outstanding--Diluted........ 12,685 12,806 12,651
======== ======== ========

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

F-4

GIBRALTAR STEEL CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

Year Ended December 31,
-----------------------------
2000 1999 1998
-------- -------- ---------

Cash Flows From Operating Activities
Net income................................................. $ 24,365 $ 25,008 $ 19,840
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................... 21,188 17,452 13,333
Provision for deferred income taxes..................... 5,252 2,383 1,693
Undistributed equity investment income.................. (253) (466) (284)
Other noncash adjustments............................... 116 697 304
Increase (decrease) in cash resulting from changes in
(net of effects from acquisitions):
Accounts receivable................................. 5,660 (118) (5,363)
Inventories......................................... (206) 6,873 (6,309)
Other current assets................................ (2,829) (272) (1,430)
Accounts payable and accrued expenses............... (16,551) 10,242 (7,572)
Other assets........................................ (2,622) (1,130) (899)
-------- -------- ---------
Net cash provided by operating activities........ 34,120 60,669 13,313
-------- -------- ---------

Cash Flows From Investing Activities
Acquisitions, net of cash acquired......................... (42,880) (65,380) (99,415)
Investments in property, plant and equipment............... (19,619) (21,999) (22,062)
Net proceeds from sale of property and equipment........... 7,753 2,838 187
-------- -------- ---------
Net cash used in investing activities............ (54,746) (84,541) (121,290)
-------- -------- ---------

Cash Flows From Financing Activities
Long-term debt reduction................................... (63,157) (67,160) (61,508)
Proceeds from long-term debt............................... 82,389 94,081 168,825
Repurchase of common stock................................. (181) -- --
Net proceeds from issuance of common stock................. 36 1,014 100
Payment of dividends....................................... (1,447) (1,253) --
-------- -------- ---------
Net cash provided by financing activities........ 17,640 26,682 107,417
-------- -------- ---------
Net (decrease) increase in cash and cash equivalents....... (2,986) 2,810 (560)
Cash and cash equivalents at beginning of year............. 4,687 1,877 2,437
-------- -------- ---------
Cash and cash equivalents at end of year................... $ 1,701 $ 4,687 $ 1,877
======== ======== =========

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

F-5

GIBRALTAR STEEL CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands)

Common Shares Additional
----------------- Paid-in Retained
Shares Amount Capital Earnings
-------- ------- ---------- --------

Balance at December 31, 1997............. 12,410 $ 124 $ 66,190 $ 73,730
Net income............................ -- -- -- 19,840
Stock options exercised and tax
benefit............................. 8 -- 119 --
Restricted stock granted.............. 55 1 -- --
Earned portion of restricted stock.... -- -- 87 --
Profit-sharing plan contribution...... 11 -- 217 --
-------- ------- -------- --------
Balance at December 31, 1998............. 12,484 125 66,613 93,570
Net income............................ -- -- -- 25,008
Stock options exercised and tax
benefit............................. 72 1 1,124 --
Cash dividends--$0.125 per share...... -- -- -- (1,568)
Earned portion of restricted stock.... -- -- 116 --
Profit-sharing plan contributions..... 21 -- 470 --
-------- ------- -------- --------
Balance at December 31, 1999............. 12,577 126 68,323 117,010
Net income............................ -- -- -- 24,365
Stock options exercised and tax
benefit............................. 3 -- 36 --
Cash dividends--$0.115 per share...... -- -- -- (1,447)
Earned portion of restricted stock.... -- -- 116 --
Repurchase of common stock............ (13) -- -- (181)
-------- ------- -------- --------
Balance at December 31, 2000............. 12,567 $ 126 $ 68,475 $139,747
======== ======= ======== ========

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

F-6

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Gibraltar
Steel Corporation and subsidiaries (the Company). Significant intercompany
accounts and transactions have been eliminated.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, checking accounts and all
highly liquid investments with a maturity of three months or less.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined
using the first-in, first-out method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated over their
estimated useful lives using the straight-line method. Accelerated methods are
used for income tax purposes. Interest is capitalized in connection with
construction of qualified assets. Under this policy, interest of $552,000,
$357,000 and $404,000 was capitalized in 2000, 1999 and 1998, respectively.

Goodwill

Goodwill is amortized over 35 years. Amortization expense related to
goodwill was $3,710,000, $2,647,000 and $1,949,000 in 2000, 1999, and 1998,
respectively. Accumulated amortization was $9,961,000 and $6,251,000 at
December 31, 2000 and 1999.

Shareholders' Equity

In 1999 and 1998, the Company issued 20,572 and 11,000, respectively, of its
common shares as contributions to its profit-sharing plans. The Company did not
contribute any of its shares to its profit-sharing plans during 2000.

During 2000 and 1999, the Company declared dividends of $1,447,000 and
$1,568,000, respectively, of which $377,000 and $315,000 are accrued at
December 31, 2000 and 1999, respectively.

During 2000, the Company purchased 12,572 shares of its outstanding common
stock at a cost of $14.38 per share. The Company did not repurchase any shares
of its common stock in prior years.

Interest Rate Exchange Agreements

Interest rate swap agreements, which are used by the Company in the
management of interest rate risk, are accounted for on an accrual basis.
Amounts to be paid or received under interest rate swap agreements are
recognized as interest expense or income in the periods in which they accrue.
Swaps are not used for trading purposes.

Income Taxes

The financial statements of the Company have been prepared using the asset
and liability approach in accounting for income taxes which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of other assets and liabilities.

F-7

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Earnings Per Share

Basic net income per share equals net income divided by the weighted average
shares outstanding during the year. The computation of diluted net income per
share includes all dilutive common stock equivalents in the weighted average
shares outstanding.

2. ACQUISITIONS

On July 17, 2000, the Company purchased all the outstanding capital stock of
Milcor Limited Partnership (Milcor) for approximately $43 million in cash.
Milcor manufactures a complete line of metal building products, including
registers, vents, bath cabinets, access doors, roof hatches and telescoping
doors.

On December 1, 1999, the Company purchased all the outstanding capital stock
of Hughes Manufacturing, Inc. (Hughes) for approximately $11.5 million in cash.
Hughes manufactures a broad line of fully engineered, code-approved steel
lumber connectors and other metal hardware products.

On November 1, 1999, the Company purchased all the outstanding capital stock
of Brazing Concepts Company (Brazing Concepts) for approximately $25 million in
cash. Brazing Concepts provides a wide variety of value-added brazing (i.e.,
metal joining), assembly and other metallurgical heat-treating services on
customer-owned materials.

On August 1, 1999, the Company purchased the assets and business of Hi-Temp
Incorporated (Hi-Temp) for approximately $24 million in cash. Hi-Temp provides
metallurgical heat-treating services in which customer-owned parts are exposed
to precise temperature and other conditions to improve their material
properties, strength and durability.

On July 1, 1999, the Company purchased all the outstanding capital stock of
K & W Metal Fabricators, Inc. d/b/a Weather Guard Building Products (Weather
Guard) for approximately $7 million in cash. Weather Guard manufactures a full
line of metal building products, including rain-carrying systems, metal roofing
and roofing accessories, for industrial, commercial and residential
applications.

These acquisitions have been accounted for under the purchase method with
the results of their operations consolidated with the Company's results of
operations from the respective acquisition dates. The aggregate excess of the
purchase prices of these acquisitions over the fair market values of the net
assets of the acquired companies is being amortized over 35 years from the
acquisition dates using the straight-line method.

The following information presents the pro forma consolidated condensed
results of operations as if the acquisitions had occurred on January 1, 1999.
The pro forma amounts may not be indicative of the results that actually would
have been achieved had the acquisitions occurred as of January 1, 1999 and are
not necessarily indicative of future results of the combined companies.

Year Ended December 31,
2000 1999
-------- --------
(in thousands, except
per share data)
-----------------------
(unaudited)

Net sales............................................... $704,349 $712,383
======== ========
Income before taxes..................................... $ 41,449 $ 44,891
======== ========
Net income.............................................. $ 24,662 $ 26,647
======== ========
Net income per share--Basic............................. $ 1.96 $ 2.12
======== ========

F-8

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

3. ACCOUNTS RECEIVABLE

Accounts receivable are expected to be collected within one year and are net
of reserves for doubtful accounts of $1,643,000 and $1,511,000 at December 31,
2000 and 1999, respectively.

4. INVENTORIES

Inventories at December 31 consist of the following:

2000 1999
-------- --------
(in thousands)

Raw material................................................. $ 54,640 $ 59,899
Finished goods and work-in-process........................... 46,347 35,095
-------- --------
Total inventories......................................... $100,987 $ 94,994
======== ========

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost less accumulated depreciation, at
December 31 consists of the following:

2000 1999
-------- --------
(in thousands)

Land and land improvements................................... $ 7,507 $ 6,961
Building and improvements.................................... 61,968 54,782
Machinery and equipment...................................... 222,811 204,012
Construction in progress..................................... 10,101 8,758
-------- --------
302,387 274,513
Less accumulated depreciation and amortization............... 73,228 58,483
-------- --------
Property, plant and equipment, net........................... $229,159 $216,030
======== ========

6. OTHER ASSETS

Other assets at December 31 consist of the following:

2000 1999
-------- --------
(in thousands)

Equity interest in partnership............................... $ 4,738 $ 4,485
Other........................................................ 4,187 3,624
-------- --------
Total other assets........................................... $ 8,925 $ 8,109
======== ========

The Company's 31% partnership interest is accounted for using the equity
method of accounting. The partnership provides a steel cleaning process called
pickling to steel mills and steel processors, including the Company.

F-9

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

7. DEBT

Long-term debt at December 31 consists of the following:

2000 1999
-------- --------
(in thousands)

Revolving credit notes payable............................... $250,251 $228,128
Industrial Development Revenue Bonds......................... 3,500 6,362
Other debt................................................... 2,102 2,131
-------- --------
255,853 236,621
Less current maturities...................................... 327 1,319
-------- --------
Total long-term debt......................................... $255,526 $235,302
======== ========

In 2000, the Company amended its debt agreement increasing its revolving
credit facility to $310,000,000. The facility is secured by the Company's
accounts receivable, inventories, and property and equipment and is committed
through April 2003. This facility has various interest rate options which are
no greater than the bank's prime rate. In addition, the Company may enter into
interest rate exchange agreements (swaps) to manage interest costs and exposure
to changing interest rates. At December 31, 2000 the Company had interest rate
swap agreements outstanding which effectively converted $50,000,000 of floating
rate debt to fixed rates ranging from 7.47% to 8.18%. At December 31, 2000,
additional credit facility borrowings consisted of $200,251,000 with an
interest rate of LIBOR plus a fixed rate. The weighted average interest rate of
these borrowings was 8.70% at December 31, 2000.

In addition, the Company has Industrial Development Revenue Bonds payable in
installments through September 2018, with interest rates ranging from a fixed
rate of 4.22% to variable rates of up to 5.20% at December 31, 2000, which
financed the cost of the expansion of its Coldwater, Michigan heat-treating
facility, under a capital lease agreement. The cost of the facility and
equipment equals the amount of the bonds and includes accumulated amortization
of $186,000. The agreement provide for the purchase of the facility and
equipment at any time during the lease term at scheduled amounts or at the end
of the lease for a nominal amount.

The aggregate maturities on long-term debt including lease purchase
obligations for the five years following December 31, 2000 as follows: 2001,
$327,000; 2002, $813,000; 2003, $250,875,000; 2004, $629,000; and 2005,
$480,000. The Company had no amounts outstanding under short-term borrowing for
the years ended December 31, 2000 and 1999.

The various loan agreements, which do not require compensating balances,
contain provisions that limit additional borrowings and require maintenance of
minimum net worth and financial ratios. The Company is in compliance with the
terms and provisions of all its financing agreements.

Total cash paid for interest in the years ended December 31, 2000, 1999 and
1998 was $19,935,000, $13,357,000 and $11,257,000, respectively.

8. LEASES

The Company leases certain facilities and equipment under operating leases.
Rent expense under operating leases for the years ended December 31, 2000, 1999
and 1998 was $5,187,000, $4,899,000 and $3,554,000,

F-10

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

respectively. Future minimum lease payments under these operating leases are
$5,067,000, $3,980,000, $2,969,000, $1,867,000 and $1,244,000 for the years
2001, 2002, 2003, 2004 and 2005, respectively, and $7,470,000 thereafter
through 2038.

9. EMPLOYEE RETIREMENT PLANS

Certain subsidiaries participate in the Company's 40l(k) Plan. In addition,
certain subsidiaries have multi-employer non-contributory retirement plans
providing for defined contributions to union retirement funds.

A supplemental pension plan provides defined pension benefits to certain
salaried employees upon retirement. Net unfunded periodic pension costs of
$171,000 and $199,000 were accrued under this plan in 2000 and 1999,
respectively, and consisted primarily of service cost using a discount rate of
8.0% in each year.

Total expense for all retirement plans was $2,204,000, $1,957,000 and
$1,774,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

During 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 132 Employers' Disclosures about Pensions and Other
Post-Retirement Benefits (FAS No. 132). Adoption of FAS No. 132 did not affect
the Company's results of operations or financial position.

10. OTHER POST-RETIREMENT BENEFITS

Certain subsidiaries of the Company provide health and life insurance to
substantially all of their employees and to a number of retirees and their
spouses. The net periodic post-retirement benefit cost charged to expense
consisting of service cost, interest cost and amortization of transition
obligations was $261,000, $291,000 and $255,000 for the years ended December
31, 2000, 1999 and 1998, respectively.

The approximate unfunded accumulated post-retirement benefit obligation at
December 31, consists of the following (in thousands):

Benefit Obligation Service Interest Actuarial Benefit Benefit Obligation
at January 1 Cost Cost (Gain)/Loss Payments at December 31
------------------ ------- -------- ----------- -------- ------------------

2000 $1,844 71 145 (1) (76) $1,983
1999 $2,105 90 135 (445) (41) $1,844

The accumulated post-retirement benefit obligation was determined using a
weighted average discount rate of 8.0% in 2000 and 1999. The medical inflation
rate was assumed to be 5.0% in 2000 and thereafter. The effect of a 1% increase
or decrease in the annual medical inflation rate would increase or decrease the
accumulated post-retirement benefit obligation at December 31, 2000 by
approximately $312,000 and $266,000, respectively, and increase or decrease the
annual service and interest costs by approximately $38,000.

One of the Company's subsidiaries also provides post-retirement health care
benefits to its unionized employees through contributions to a multi-employer
health care plan.

F-11

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

11. INCOME TAXES

The provision for income taxes consists of the following:

2000 1999 1998
-------- -------- --------
(in thousands)

Current tax expense
Federal.......................................... $ 9,507 $ 12,332 $ 9,749
State............................................ 1,826 2,307 1,784
-------- -------- --------
Total current....................................... 11,333 14,639 11,533
-------- -------- --------
Deferred tax expense
Federal............................................. 4,593 2,040 1,628
State............................................... 659 343 65
-------- -------- --------
Total deferred...................................... 5,252 2,383 1,693
-------- -------- --------
Total provision..................................... $ 16,585 $ 17,022 $ 13,226
======== ======== ========

Deferred tax liabilities (assets) at December 31 consist of the following:

2000 1999
-------- --------
(in thousands)

Depreciation................................................ $ 33,773 $ 29,460
Goodwill.................................................... 3,167 1,770
Other....................................................... 1,002 1,685
-------- --------
Gross deferred tax liabilities.............................. 37,942 32,915
-------- --------
State taxes................................................. (1,652) (1,382)
Other....................................................... (4,504) (4,999)
-------- --------
Gross deferred tax assets................................... (6,156) (6,381)
-------- --------
Net deferred tax liabilities............................. $ 31,786 $ 26,534
======== ========

The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate to
income before taxes as a result of the following differences:

2000 1999 1998
-------- -------- --------
(in thousands)

Statutory U.S. tax rates............................ $ 14,333 $ 14,711 $ 11,573
Increase in rates resulting from:
State and local taxes, net....................... 1,615 1,723 1,202
Other............................................ 637 588 451
-------- -------- --------
$ 16,585 $ 17,022 $ 13,226
======== ======== ========

Cash paid for income taxes, net of tax refunds, in the years ended December
31, 2000, 1999 and 1998 was $16,189,000, $11,857,000 and $9,180,000,
respectively.

F-12

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

12. EARNINGS PER SHARE

Statement of Financial Accounting Standards No. 128 Earnings Per Share
requires dual presentation of basic and diluted earnings per share on the face
of the income statement. The reconciliation between the computations is as
follows:

Basic Diluted Diluted
Income Shares Basic EPS Shares EPS
----------- ---------- --------- ---------- -------

2000...................... $24,365,000 12,577,240 $1.94 12,685,072 $1.92
1999...................... $25,008,000 12,540,105 $1.99 12,806,338 $1.95
1998...................... $19,840,000 12,455,554 $1.59 12,651,119 $1.57

Included in diluted shares are common stock equivalents of 107,832, 266,233
and 195,565 relating to options for the years ended December 31, 2000, 1999 and
1998, respectively.

13. STOCK OPTIONS

The Company may grant non-qualified stock options to officers, employees,
non-employee directors and advisers at an exercise price equal to 100% of
market price, and incentive stock options to officers and other key employees
at an exercise price not less than 100% of market price, up to an aggregate of
400,000 and 1,475,000 shares, respectively. The options may be exercised over a
four year period from the grant date and expire ten years after the date of
grant.

The following table summarizes information about stock option transactions:

Options Weighted Average Options Weighted Average
Outstanding Exercise Price Exercisable Exercise Price
----------- ---------------- ----------- ----------------

Balance at December 31, 1997 693,231 $15.68 282,781 $11.55
Granted.................. 336,650 17.36
Exercised................ (8,749) 11.12
Forfeited................ (24,502) 17.48
---------
Balance at December 31, 1998 996,630 $16.24 406,993 $13.30
Granted.................. 10,000 20.56
Exercised................ (72,474) 13.99
Forfeited................ (11,450) 18.54
---------
Balance at December 31, 1999 922,706 $16.44 528,819 $14.88
Granted.................. 270,250 14.07
Exercised................ (2,255) 15.52
Forfeited................ (30,107) 17.68
---------
Balance at December 31, 2000 1,160,594 $15.86 686,582 $15.72
=========

Tax benefits of $111,000 realized in the year ended December 31, 1999
associated with the exercise of certain stock options have been credited to
additional paid-in capital. The Company did not realize any related tax benefit
during 2000.

F-13

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Options outstanding at December 31, 2000 consisted of:

Range of Weighted Average
Exercise Options Remaining Weighted Average Options Weighted Average
Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
-------- ----------- ---------------- ---------------- ----------- ----------------

$10.00--$14.07 528,127 6.5 years $12.46 260,127 $10.80
$15.63--$22.50 632,467 6.9 years $18.70 426,455 $18.72
--------- -------
1,160,594 6.7 years $15.86 686,582 $15.72
========= =======

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation
(FAS No. 123). Accordingly, no compensation cost has been recognized for the
option plans as stock options granted under these plans have an exercise price
equal to 100% of the market price on the date of grant. If the compensation
cost for these plans had been determined based on the fair value at the grant
dates for awards consistent with the method of FAS No. 123, the unaudited pro
forma effect on the years ended December 31, 2000 and 1999 is as follows:

As Reported Pro Forma As Reported Pro Forma
2000 2000 1999 1999
----------- ----------- ----------- -----------

Net income..................... $24,365,000 $23,073,000 $25,008,000 $23,566,000
Net income per share--Basic.... $1.94 $1.83 $1.99 $1.88

The Black-Scholes option-pricing model was used to estimate the fair value
of the options granted on the date of grant. The fair values and assumptions
used in the model, assuming no dividends, are as follows:

Expected Stock Risk-Free Dividend
Fair Value Life Volatility Interest Rate Yield
---------- -------- ---------- ------------- --------

2000 Grant................ $6.31 5 years 43.7% 6.3% 0.7%
1999 Grant................ $9.18 5 years 45.1% 4.4% 0.2%
1998 Grant................ $7.74 5 years 43.7% 4.4% --

The Company also has a Restricted Stock Plan reserved for issuance of
100,000 common shares for the grant of restricted stock awards to employees and
non-employee directors at a purchase price of $.01 per share. Since the
inception of this plan, 59,000 common shares have been awarded.

14. COMMITMENTS AND CONTINGENCIES

The Company is a party to certain claims and legal actions generally
incidental to its business. Management does not believe that the outcome of
these actions, which is not clearly determinable at the present time, would
significantly affect the Company's financial condition or results of
operations.

15. SUBSEQUENT EVENT

In February 2001, the Company purchased all the outstanding capital stock of
Pennsylvania Industrial Heat Treaters, Inc. (PIHT) for approximately $11
million, net of cash. PIHT provides metallurgical heat-treating services and
specializes in heat-treating powdered metal parts. The results of operations of
PIHT will be consolidated with the Company's results of operations from the
acquisition date for the quarter ending March 31, 2001.

F-14

QUARTERLY UNAUDITED FINANCIAL DATA
(in thousands, except per share data)

2000 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
- ------------------ -------- -------- -------- -------- --------

Net sales......................... $167,634 $181,523 $178,326 $150,057 $677,540
Gross profit...................... 34,548 36,616 35,863 28,770 135,797
Income from operations............ 14,318 17,416 17,268 10,890 59,892
Net income........................ 6,015 7,854 7,248 3,248 24,365
Net income per share--Basic....... $ 0.48 $ 0.62 $ 0.58 $ 0.26 $ 1.94
Net income per share--Diluted..... $ 0.47 $ 0.62 $ 0.57 $ 0.26 $ 1.92

1999 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
- ------------------ -------- -------- -------- -------- --------

Net sales......................... $143,804 $160,241 $162,909 $154,964 $621,918
Gross profit...................... 28,418 33,001 34,245 32,309 127,973
Income from operations............ 11,683 15,353 15,426 13,007 55,469
Net income........................ 4,977 7,288 7,205 5,538 25,008
Net income per share--Basic....... $ 0.40 $ 0.58 $ 0.57 $ 0.44 $ 1.99
Net income per share--Diluted..... $ 0.39 $ 0.57 $ 0.56 $ 0.43 $ 1.95

F-15

GIBRALTAR STEEL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)

June 30, December 31,
2001 2000
----------- ------------
(unaudited) (audited)

Assets
Current assets:
Cash and cash equivalents........................... $ 38 $ 1,701
Accounts receivable................................. 97,983 78,358
Inventories......................................... 89,696 100,987
Other current assets................................ 7,836 6,548
-------- --------
Total current assets............................ 195,553 187,594

Property, plant and equipment, net..................... 231,885 229,159
Goodwill............................................... 134,814 130,368
Other assets........................................... 9,173 8,925
-------- --------
$571,425 $556,046
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable.................................... $ 59,367 $ 39,285
Accrued expenses.................................... 17,296 15,575
Current maturities of long-term debt................ 329 327
-------- --------
Total current liabilities....................... 76,992 55,187

Long-term debt......................................... 239,584 255,526
Deferred income taxes.................................. 36,148 34,325
Other non-current liabilities.......................... 3,929 2,660
Shareholders' equity:
Preferred shares.................................... -- --
Common shares....................................... 126 126
Additional paid-in capital.......................... 68,952 68,475
Retained earnings................................... 146,333 139,747
Accumulated comprehensive loss...................... (639) --
-------- --------
Total shareholders' equity...................... 214,772 208,348
-------- --------
$571,425 $556,046
======== ========

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

F-16

GIBRALTAR STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)

Three Months Ended Six Months Ended
June 30, June 30,
------------------- -----------------
2001 2000 2001 2000
---------- -------- -------- --------
(unaudited) (unaudited)

Net sales............................... $163,550 $181,523 $314,100 $349,157
Cost of sales........................... 131,469 144,907 253,534 277,993
---------- -------- -------- --------
Gross profit......................... 32,081 36,616 60,566 71,164
Selling, general and administrative
expense............................... 20,027 19,200 38,770 39,430
---------- -------- -------- --------
Income from operations............... 12,054 17,416 21,796 31,734
Interest expense........................ 4,460 4,217 9,352 8,425
---------- -------- -------- --------
Income before taxes.................. 7,594 13,199 12,444 23,309
Provision for income taxes.............. 3,076 5,345 5,040 9,440
---------- -------- -------- --------
Net income........................... $ 4,518 $ 7,854 $ 7,404 $ 13,869
========== ======== ======== ========
Net income per share--Basic............. $ 0.36 $ 0.62 $ 0.59 $ 1.10
========== ======== ======== ========
Weighted average number of shares
outstanding--Basic.................... 12,588 12,580 12,583 12,580
========== ======== ======== ========
Net income per share--Diluted........... $ 0.35 $ 0.62 $ 0.58 $ 1.09
========== ======== ======== ========
Weighted average number of shares
outstanding--Diluted.................. 12,802 12,674 12,741 12,696
========== ======== ======== ========

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

F-17

GIBRALTAR STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

Six Months Ended
June 30,
--------------------------
2001 2000
------------ ------------
(unaudited)

Cash Flows From Operating Activities
Net income....................................... $ 7,404 $ 13,869
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................. 11,582 10,291
Provision for deferred income taxes........... 2,351 1,050
Undistributed equity investment income........ 266 (232)
Other noncash adjustments..................... 58 58
Increase (decrease) in cash resulting from
changes in (net of effects from
acquisitions):
Accounts receivable....................... (18,997) (18,173)
Inventories............................... 11,291 (1,313)
Other current assets...................... (1,690) (681)
Accounts payable and accrued expenses..... 20,612 12,244
Other assets.............................. (694) (3,150)
------------ ------------
Net cash provided by operating
activities........................... 32,183 13,963
------------ ------------

Cash Flows From Investing Activities
Acquisitions, net of cash acquired............... (10,832) --
Purchases of property, plant and equipment....... (7,915) (9,338)
Net proceeds from sale of property and
equipment...................................... 177 7,249
------------ ------------
Net cash used in investing
activities........................... (18,570) (2,089)
------------ ------------

Cash Flows From Financing Activities
Long-term debt reduction......................... (35,334) (32,363)
Proceeds from long-term debt..................... 20,394 22,411
Payment of dividends............................. (755) (692)
Net proceeds from issuance of common stock....... 419 35
------------ ------------
Net cash used in financing
activities........................... (15,276) (10,609)
------------ ------------
Net (decrease) increase in cash and cash
equivalents.................................... (1,663) 1,265
Cash and cash equivalents at beginning of year... 1,701 4,687
------------ ------------
Cash and cash equivalents at end of period....... $ 38 $ 5,952
============ ============

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

F-18

GIBRALTAR STEEL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements as of June 30,
2001 and 2000 have been prepared by the Company without audit. In the opinion
of management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2001 and 2000 have
been included.

Certain information and footnote disclosures including significant
accounting policies normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial statements be read in
conjunction with the financial statements included in the Company's Annual
Report to Shareholders for the year ended December 31, 2000.

The results of operations for the six-month period ended June 30, 2001 are
not necessarily indicative of the results to be expected for the full year.

2. INVENTORIES

Inventories consist of the following:

June 30, December 31,
2001 2000
----------- ------------
(unaudited) (audited)
(in thousands)

Raw material............................................. $43,016 $ 54,640
Finished goods and work in process....................... 46,680 46,347
------- --------
Total inventories..................................... $89,696 $100,987
======= ========

3. SHAREHOLDERS' EQUITY

The changes in shareholders' equity consist of:

Additional Accumulated
Common Share Paid-in Retained Comprehensive
Shares Amount Capital Earnings Loss
------ ------ ---------- -------- -------------
(in thousands)

December 31, 2000................. 12,567 $126 $68,475 $139,747 $ --
Implementation of FAS 133......... -- -- -- -- (191)
Net income........................ -- -- -- 7,404 --
Stock options exercised........... 28 -- 419 -- --
Earned portion of restricted stock -- -- 58 -- --
Cash dividends--$0.065 per share.. -- -- -- (818) --
Interest rate swap adjustments.... -- -- -- -- (448)
------ ---- ------- -------- -----
June 30, 2001..................... 12,595 $126 $68,952 $146,333 $(639)
====== ==== ======= ======== =====

On January 1, 2001, the Company implemented the provisions of Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments
and Hedging Activities (FAS 133) and recognized the fair value of its interest
rate swap agreements as other non-current liabilities. Gains or losses from
changes in the fair value of the swap agreements are recorded, net of taxes, as
components of Accumulated Comprehensive Loss.

F-19

GIBRALTAR STEEL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

4. EARNINGS PER SHARE

Basic net income per share equals net income divided by the weighted average
shares outstanding for the six months ended June 30, 2001 and 2000. The
computation of diluted net income per share includes all dilutive common stock
equivalents in the weighted average shares outstanding.

Options to purchase 1,096,517 shares of the Company's common stock are
outstanding as of June 30, 2001 and are exercisable at prices ranging from
$10.00 to $22.50 per share. Included in diluted shares are common stock
equivalents relating to options of 158,754 and 116,017 for the six month
periods ended June 30, 2001 and 2000, respectively.

5. ACQUISITIONS

On February 13, 2001, the Company purchased all the outstanding capital
stock of Pennsylvania Industrial Heat Treaters, Inc. (PIHT) for approximately
$11 million, net of cash acquired. PIHT provides metallurgical heat-treating
services and specializes in heat-treating powdered metal parts.

The following information presents the pro forma consolidated condensed
results of operations as if the acquisitions had occurred on January 1, 2000.
The pro forma amounts may not be indicative of the results that actually would
have been achieved had the acquisitions occurred as of January 1, 2000 and are
not necessarily indicative of future results of the combined companies.

Six Months Ended June 30,
-------------------------
2001 2000
-------- --------
(unaudited)
(in thousands, except
per share data)

Net sales............................................ $314,760 $377,190
======== ========
Income before taxes.................................. $ 12,502 $ 24,426
======== ========
Net income........................................... $ 7,439 $ 14,532
======== ========
Net income per share--Basic.......................... $ 0.59 $ 1.16
======== ========

F-20

- --------------------------------------------------------------------------------

3,000,000 Shares

Gibraltar Steel Corporation

Common Stock

[LOGO] Gibraltar

--------

PROSPECTUS

, 2001

--------

Salomon Smith Barney

McDonald Investments Inc.

- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth all expenses, other than underwriter
discounts and commissions, payable by us in connection with the sale of the
common stock being registered. All of the amounts shown are estimates, except
for the registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.

Securities and Exchange registration fee............................. $16,345
NASD filing fee...................................................... 7,038
Nasdaq National Market listing fee................................... 22,500
Printing and engraving expenses......................................
Legal fees and expenses..............................................
Accounting fees and expenses.........................................
Transfer Agent and Registrar fees and expenses.......................
Miscellaneous........................................................
-------
Total............................................................. $
=======

Item 15. Indemnification of Directors and Officers

Under Section 145(a) of the General Corporation Law of Delaware, we may
indemnify any of our officers or directors in any action other than actions by
or in the right of our company, whether civil, criminal, administrative or
investigative, if such director or officer acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of our
company, and, with respect to any criminal action or proceedings if such
director or officer has no reasonable cause to believe his conduct was
unlawful. Under Section 145(b), we may indemnify any of our officers or
directors in any action by or in the right of our company against expenses
actually and reasonably incurred by him in the defense or settlement of such
action if such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interest, except where
such director or officer shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to us, unless, on application, the
Court of Chancery or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability, such person in view of
all the circumstances is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. Section 145(c) provides for mandatory
indemnification of officers or directors who have been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b). Section 145(d) authorizes indemnification under
subsections (a) and (b) in specific cases if approved by our board of directors
or stockholders upon a finding that the officer or director in question has met
the requisite statutory standards of conduct. Section 145(g) empowers us to
purchase insurance coverage for any director, officer, employee or agent
against any liability incurred by him in his capacity as such, whether or not
we would have the power to indemnify him under the provisions of the Delaware
General Corporation Law. The foregoing is only a summary of the described
sections of the Delaware General Corporation Law and is qualified in its
entirety by reference to such sections.

Our certificate of incorporation provides that we shall indemnify each of
our officers and directors to the fullest extent permitted by applicable law.
Our certificate of incorporation also provides that, to the fullest extent
permitted by the Delaware General Corporation Law, our directors shall not be
liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director.

II-1

Item 16. Exhibits

(a) Exhibits:

Exhibit
Number Exhibit
- ------ -------

*1.1 Form of Underwriting Agreement.

3.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to theRegistrant's Registration Statement on
Form S-1 (Registration No. 33-69304)).

3.2 Amended and Restated By-Laws of the Registrant Effective August 11,
1998 (incorporated byreference to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 1998).

4.1 Specimen Common Share Certificate (incorporated by reference to Exhibit
4.1 to the Registrant'sRegistration Statement on Form S-1 (Registration
No. 33-69304)).

*5.1 Opinion of Lippes, Silverstein, Mathias & Wexler LLP.

10.1 Partnership Agreement of Samuel Pickling Management Company dated June
1, 1988 betweenCleveland Pickling, Inc. and Samuel Manu-Tech, Inc.
(incorporated by reference to Exhibit 10.7 tothe Registrant's
Registration Statement on Form S-1 (Registration No. 33-69304)).

10.2 Partnership Agreement dated May 1988 among Samuel Pickling Management
Company, UniversalSteel Co. and Ruscon Steel Corp., creating Samuel
Steel Pickling Company, a general partnership(incorporated by reference
to Exhibit 10.8 to the Registrant's Registration Statement on Form
S-1(Registration No. 33-69304)).

10.3 First Amendment, dated May 28, 1999, to the Partnership Agreement dated
May 1988 amongSamuel Pickling Management Company, Universal Steel Co.,
and Ruscon Steel Corp., creatingSamuel Steel Pickling Company, a
general partnership (incorporated by reference to Exhibit 10.20 tothe
Registrant's Annual Report on Form 10-K for the year ended December 31,
1999).

10.4 Lease dated September 1, 1990 between Erie County Industrial
Development Agency and IntegratedTechnologies International, Ltd.
(incorporated by reference to Exhibit 10.13 to the
Registrant'sRegistration Statement on Form S-1 (Registration No.
33-69304)).

10.5 Lease dated June 4, 1993 between Buffalo Crushed Stone, Inc. and
Gibraltar Steel Corporation(incorporated by reference to Exhibit 10.14
to the Registrant's Annual Report on Form 10-K for theyear ended
December 31, 1995).

10.6 Employment Agreement dated as of November 1, 1993 between the
Registrant and Brian J. Lipke(incorporated by reference to Exhibit
10.15 to the Registrant's Registration Statement on Form
S-1(Registration No. 33-69304)).

10.7 Gibraltar Steel Corporation Executive Incentive Bonus Plan
(incorporated by reference to Exhibit10.16 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-69304)).

10.8 Agreement dated December 22, 2000 for Adoption by Gibraltar Steel
Corporation of New York ofthe Dreyfus Nonstandardized Prototype Profit
Sharing Plan and Trust (incorporated by reference toExhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001).

10.9 Gibraltar Steel Corporation 401(k) Plan (incorporated by reference to
Exhibit 4.1 to the Registrant'sRegistration Statement on Form S-8
(Registration Number 33-87034)).

10.10 First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation
40l(k) Plan (incorporatedby reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the year endedDecember 31,
1994).

II-2

Exhibit
Number Exhibit
- ------ -------

10.11 Gibraltar Steel Corporation Incentive Stock Option Plan, Fifth
Amendment and Restatement (incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000).

10.12 Gibraltar Steel Corporation Restricted Stock Plan, First Amendment and
Restatement (incorporated by reference to Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997).

10.13 Gibraltar Steel Corporation Non-Qualified Stock Option Stock Plan,
First Amendment and Restatement (incorporated by reference to Exhibit
10.17 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-69304)).

10.14 Change in Control Agreement dated July 9, 1998 between Registrant and
Brian J. Lipke (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).

10.15 Form of Change in Control Agreement dated July 9, 1998 between
Registrant and each of Neil E. Lipke, Eric R. Lipke, Walter T. Erazmus,
Joseph A. Rosenecker, Carl P. Spezio and Andrew S. Tsakos (incorporated
by reference to Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998).

10.16 Form of Stay Bonus Agreement dated October 1, 2000 between Registrant
and certain named executives (incorporated by reference to Exhibit 10.15
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000).

10.17 Third Amended and Restated Credit Agreement dated September 29, 2000
among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New
York, Chase Manhattan Bank, N.A., 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 September 30, 2000).

10.18 First Amendment dated March 30, 2001 to Third Amended and Restated
Credit Agreement dated September 29, 2000 among to Gibraltar Steel
Corporation of New York, Chase Manhattan Bank, N.A., 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 March 31, 2001).

*23.1 Consent of Lippes, Silverstein, Mathias & Wexler LLP (contained in
Exhibit 5.1 to this registration statement).

*23.2 Consent of PricewaterhouseCoopers LLP.

24.1 Power of Attorney (contained in Part II of this registration
statement).

- --------

/*/ Filed herewith

(b) Financial Statement Schedules:

Not Applicable

Item 17. Undertakings

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that

II-3

a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(b) We hereby undertake that:

(i) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430(A) and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective;

(ii) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and

(iii) For the purpose of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Buffalo, State of New York on September 4,
2001.

GIBRALTAR STEEL CORPORATION

/S/ BRIAN J. LIPKE
By: _________________________________
Brian J. Lipke
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/S/ BRIAN J. LIPKE Chairman of the Board and Chief September 4, 2001
----------------------- Executive Officer
Brian J. Lipke (Principal Executive Officer)

/S/ WALTER T. ERAZMUS President September 4, 2001
-----------------------
Walter T. Erazmus

/S/ JOHN E. FLINT Vice President and Chief Financial September 4, 2001
----------------------- Officer
John E. Flint (Principal Financial Officer and
Principal Accounting Officer)

/S/ NEIL E. LIPKE Director September 4, 2001
-----------------------
Neil E. Lipke

/S/ GERALD S. LIPPES Director September 4, 2001
-----------------------
Gerald S. Lippes

/S/ ARTHUR A. RUSS, JR. Director September 4, 2001
-----------------------
Arthur A. Russ, Jr.

/S/ WILLIAM P. MONTAGUE Director September 4, 2001
-----------------------
William P. Montague

/S/ DAVID N. CAMPBELL Director September 4, 2001
-----------------------
David N. Campbell

II-5



                                                                    Exhibit 1.1

                           Gibraltar Steel Corporation
                               3,000,000 Shares /a/
                                  Common Stock
                                ($.01 par value)

                             Underwriting Agreement

                                                             New York, New York
                                                             September __, 2001

Salomon Smith Barney Inc.
As Representative of the several Underwriters,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:


                  Gibraltar Steel Corporation, a corporation organized under the
laws of Delaware (the "Company"), proposes to sell to the several underwriters
named in Schedule I hereto (the "Underwriters"), for whom you (the
"Representative") are acting as representative, 2,500,000 shares of Common
Stock, $.01 par value ("Common Stock") of the Company and the trusts named in
Schedule II hereto (the "Selling Stockholders") propose to sell to the
Underwriters 500,000 shares of Common Stock (said shares to be issued and sold
by the Company and shares to be sold by the Selling Stockholders collectively
being hereinafter called the "Underwritten Securities"). The Company also
proposes to grant to the Underwriters an option to purchase up to 450,000
additional shares of Common Stock to cover over-allotments (the "Option
Securities"; the Option Securities, together with the Underwritten Securities,
being hereinafter called the "Securities"). Any reference herein to the
Registration Statement, a Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of
such Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the

_______________________________

     /a/ Plus an option to purchase from the Company, up to 450,000 additional
Securities to cover over-allotments.



                                                                              2

Exchange Act after the Effective Date of the Registration Statement, or the
issue date of any Preliminary Prospectus or the Prospectus, as the case may be,
deemed to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.

     1. Representations and Warranties. (a) The Company represents and warrants
to, and agrees with, each Underwriter as set forth below in this Section 1(a).

           (i)  The Company meets the requirements for use of Form S-3 under the
     Act and has prepared and filed with the Commission a registration statement
     (file number 333-65762) on Form S-3, including a related preliminary
     prospectus, for registration under the Act of the offering and sale of the
     Securities. The Company may have filed one or more amendments thereto,
     including a related preliminary prospectus, each of which has previously
     been furnished to you. The Company will next file with the Commission one
     of the following: either (1) prior to the Effective Date of such
     registration statement, a further amendment to such registration statement
     (including the form of final prospectus) or (2) after the Effective Date of
     such registration statement, a final prospectus in accordance with Rules
     430A and 424(b). In the case of clause (2), the Company has included in
     such registration statement, as amended at the Effective Date, all
     information (other than Rule 430A Information) required by the Act and the
     rules thereunder to be included in such registration statement and the
     Prospectus. As filed, such amendment and form of final prospectus, or such
     final prospectus, shall contain all Rule 430A Information, together with
     all other such required information, and, except to the extent the
     Representative shall agree in writing to a modification, shall be in all
     substantive respects in the form furnished to you prior to the Execution
     Time or, to the extent not completed at the Execution Time, shall contain
     only such specific additional information and other changes (beyond that
     contained in the latest Preliminary Prospectus) as the Company has advised
     you, prior to the Execution Time, will be included or made therein.

           (ii) On the Effective Date, the Registration Statement did or will,
     and when the Prospectus is first filed (if required) in accordance with
     Rule 424(b) and on the Closing Date (as defined herein) and on any date on
     which Option Securities are purchased, if such date is not the Closing Date
     (a "settlement date"), the Prospectus (and any supplements thereto) will,
     comply in all material respects with the applicable requirements of the Act
     and the Exchange Act and the respective rules thereunder; on the Effective
     Date and at the Execution Time, the Registration Statement did not or will
     not contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to make
     the statements therein not misleading; and, on the Effective Date, the
     Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date
     of any filing pursuant to Rule 424(b) and on the Closing Date and any
     settlement date, the Prospectus (together with any supplement thereto) will
     not, include any untrue statement of a




                                                                              3

material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
                      --------  -------
representations or warranties as to the information contained in or omitted from
the Registration Statement, or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representative
specifically for inclusion in the Registration Statement or the Prospectus (or
any supplement thereto).

      (iii) Each of the Company and the Subsidiaries has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized with full corporate power and
authority to own or lease, as the case may be, and to operate its properties and
conduct its business as described in the Prospectus, and is duly qualified to do
business as a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the failure to be
so qualified or in good standing would not individually or in the aggregate have
a material adverse effect on the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course of
business.

      (iv)  All the outstanding shares of capital stock of each Subsidiary have
been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Prospectus, all
outstanding shares of capital stock of the Subsidiaries are owned by the Company
either directly or through wholly owned subsidiaries free and clear of any
perfected security interest or any other security interests, claims, liens or
encumbrances.

      (v)   Samuel Steel Pickling Company ("Samuel Pickling") has been, to the
best knowledge of the Company, duly formed and is validly existing as a general
partnership under the laws of the State of New York, with full power and
authority to own, lease and operate the properties used and useful in its
business and to conduct such business as described in the Prospectus; all
necessary filings with respect to the formation of Samuel Pickling have been
made under such laws; and Samuel Pickling is duly qualified or registered to do
business in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification or registration,
except where the failure to be so qualified or registered would not individually
or in the aggregate have a material adverse effect on Samuel Pickling. Cleveland
Pickling, Inc. ("Cleveland Pickling"), one of the Subsidiaries, owns a 31.25%
partnership interest in Samuel Pickling, which entitles Cleveland Pickling to a
31.25% share of all profits and losses from Samuel Pickling.



                                                                               4

              (vi)   The Company's authorized equity capitalization is as set
         forth in the Prospectus; the capital stock of the Company conforms in
         all material respects to the description thereof contained in the
         Prospectus; the outstanding shares of Common Stock (including the
         Underwritten Securities being sold hereunder by the Selling
         Stockholders) have been duly and validly authorized and issued and are
         fully paid and nonassessable; the Securities being sold hereunder by
         the Company have been duly and validly authorized, and, when issued and
         delivered to and paid for by the Underwriters pursuant to this
         Agreement, will be fully paid and nonassessable; the Securities being
         sold hereunder by the Company are duly listed, and admitted and
         authorized for quotation and trading, subject to official notice of
         issuance and evidence of satisfactory distribution, on the NASDAQ
         National Market ("NASDAQ"); the Underwritten Securities being sold
         hereunder by the Selling Stockholders are duly listed and admitted for
         trading on NASDAQ; the certificates for the Securities are in valid and
         sufficient form; the holders of outstanding shares of capital stock of
         the Company are not entitled to preemptive or other rights to subscribe
         for the Securities; and, except as set forth in the Prospectus, no
         options, warrants or other rights to purchase, agreements or other
         obligations to issue, or rights to convert any obligations into or
         exchange any securities for, shares of capital stock of or ownership
         interests in the Company are outstanding;

              (vii)  There is no franchise, contract or other document of a
         character required to be described in the Registration Statement or
         Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

              (viii) This Agreement has been duly authorized, executed and
         delivered by the Company and constitutes a valid and binding obligation
         of the Company.

              (ix)   The Company is not and, after giving effect to the offering
         and sale of the Securities and the application of the proceeds thereof
         as described in the Prospectus, will not be, an "investment company" as
         defined in the Investment Company Act of 1940, as amended.

              (x)    No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated herein, except such as have been
         obtained under the Act and such as may be required under the blue sky
         laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters in the manner
         contemplated herein and in the Prospectus.

              (xi)   Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated nor
         the fulfillment of the terms hereof will conflict with, result in a
         breach or violation or imposition of any lien, charge or encumbrance
         upon any property or assets of the Company or any of its subsidiaries



                                                                               5

         pursuant to, (i) the charter or by-laws of the Company or any of its
         subsidiaries, (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject, or (iii) any published statute, law,
         rule, regulation, judgment, order or decree applicable to the Company
         or any of its subsidiaries of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over the Company or any of its subsidiaries or any
         of its or their properties.

              (xii)  No holders of securities of the Company have rights to the
         registration of such securities under the Registration Statement.

              (xiii) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries included in
         the Prospectus and the Registration Statement present fairly in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of the dates and for the periods
         indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent basis
         throughout the periods involved (except as otherwise noted therein).
         The selected financial data set forth under the caption "Selected
         Consolidated Financial Data" in the Prospectus and Registration
         Statement fairly present, on the basis stated in the Prospectus and the
         Registration Statement, the information included therein.

              (xiv)  No action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries or its or their property is pending
         or, to the best knowledge of the Company, threatened that (i) could
         reasonably be expected to have a material adverse effect on the
         performance of this Agreement or the consummation of any of the
         transactions contemplated hereby or (ii) could reasonably be expected
         to have a material adverse effect on the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

              (xv)   Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter or bylaws, (ii) the terms
         of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject, or (iii) any published statute, law, rule,
         regulation, judgment, order or decree of any court, regulatory body,
         administrative agency,



                                                                               6

         governmental body, arbitrator or other authority having jurisdiction
         over the Company or such subsidiary or any of its properties, as
         applicable.

                (xvi)   PricewaterhouseCoopers LLP, who have certified certain
         financial statements of the Company and its consolidated subsidiaries
         and delivered their report with respect to the audited consolidated
         financial statements included in the Prospectus, are independent public
         accountants with respect to the Company within the meaning of the Act
         and the applicable published rules and regulations thereunder.

                (xvii)  Except as disclosed in the Registration Statement and
         the Prospectus (or any amendments or supplements thereto), subsequent
         to the respective dates as of which such information is given in the
         Registration Statement and the Prospectus (or any amendments or
         supplements thereto), neither the Company nor any of the Subsidiaries
         has incurred any liability or obligation, direct or contingent, or
         entered into any transaction not in the ordinary course of business
         that is material to the Company and the Subsidiaries taken as a whole,
         and there has been no material change in the capital stock or material
         increase in the short-term debt or long-term debt of the Company or any
         of the Subsidiaries or any material adverse change, or any development
         involving or that may reasonably be expected to involve, a prospective
         material adverse change, in the condition (financial or otherwise),
         business, net worth, results of operations or prospects of the Company
         and the Subsidiaries taken as a whole.

                (xviii) Each of the Company and the Subsidiaries has good and
         marketable title to all property (real and personal) and assets owned
         by it, free and clear of all liens, claims, security interests or other
         encumbrances, except such as are described in the Registration
         Statement and the Prospectus (or any supplements or amendments thereto)
         or in a document filed as an exhibit to the Registration Statement or
         such as are not materially burdensome and do not interfere in any
         material respect with the conduct of the business of the Company and
         Subsidiaries taken as a whole, and the property held under lease by
         each of the Company and the Subsidiaries is held by it under valid,
         subsisting and enforceable leases.

                (xix)   There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any political
         subdivision thereof, required to be paid in connection with the
         execution and delivery of this Agreement or the issuance by the Company
         or sale by the Company of the Securities.

                (xx)    The Company has filed all foreign, federal, state and
         local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to file
         would not have a material adverse effect on the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the



                                                                               7

          ordinary course of business, except as set forth in or contemplated in
          the Prospectus (exclusive of any supplement thereto)) and has paid all
          taxes required to be paid by it and any other assessment, fine or
          penalty levied against it, to the extent that any of the foregoing is
          due and payable, except for any such assessment, fine or penalty that
          is currently being contested in good faith or as would not have a
          material adverse effect on the condition (financial or otherwise),
          prospects, earnings, business or properties of the Company and its
          subsidiaries, taken as a whole, whether or not arising from
          transactions in the ordinary course of business, except as set forth
          in or contemplated in the Prospectus (exclusive of any supplement
          thereto).

                (xxi)   No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or is threatened or imminent,
         and the Company is not aware of any existing or imminent labor
         disturbance by the employees of any of its or its subsidiaries'
         principal suppliers, contractors or customers, that could have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                (xxii)  The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause; neither the Company nor any such
         subsidiary has been refused any insurance coverage sought or applied
         for; and neither the Company nor any such subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                (xxiii) No subsidiary of the Company is currently prohibited,
         directly or indirectly, from paying any dividends to the Company, from
         making any other distribution on such subsidiary's capital stock, from
         repaying to the Company any loans or advances to such subsidiary from
         the Company or from transferring any of



                                                                               8

          such subsidiary's property or assets to the Company or any other
          subsidiary of the Company, except as described in or contemplated by
          the Prospectus.

                (xxiv)   The Company and its subsidiaries possess all licenses,
         certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses, and neither the Company nor any
         such subsidiary has received any notice of proceedings relating to the
         revocation or modification of any such certificate, authorization or
         permit which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole, whether or not arising from transactions in the ordinary course
         of business, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                (xxv)    The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                (xxvi)   The Company has not taken, directly or indirectly, any
         action designed to or that would constitute or that might reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                (xxvii)  The Company has not distributed and will not distribute
         prior to the Closing Date any offering material in connection with the
         offering and sale of the Securities other than the Registration
         Statement, the Preliminary Prospectuses, the Prospectus or other
         materials, if any, permitted by the Act.

                (xxviii) Except as would not have a material adverse effect on
         the condition (financial or otherwise), business, net worth, results of
         operations or prospects of the Company and the Subsidiaries taken as a
         whole:

                           (A) each of the Company and the Subsidiaries is in
                  compliance with all applicable federal, state and local laws
                  and regulations relating to pollution, the generation, use,
                  management or disposal of hazardous or toxic



                                                                               9

                   substances, or the protection of human health and safety
                   (the "Environmental Laws");

                           (B) neither Company nor its Subsidiaries has received
                  any communication (written or oral), whether from a
                  governmental authority or otherwise, alleging any liability or
                  potential liability under the Environmental Laws;

                           (C) each of the Company and the Subsidiaries
                  currently holds and is in compliance with the terms of all
                  governmental permits, licenses or other approvals required
                  under the Environmental Laws to conduct its business as
                  currently conducted, and, to the best knowledge of the
                  Company, such governmental permits, licenses or other
                  approvals will not be modified, suspended or revoked, and will
                  be renewed in the ordinary course of business;

                           (D) each of the Company and the Subsidiaries have
                  fully disclosed to the Representative and its counsel all
                  studies, reports, assessments, audits and other information in
                  its possession or control relating to any pollution or
                  release, threatened release or disposal of materials regulated
                  under the Environmental Laws on, at, under, from or
                  transported from any of their currently or formerly owned,
                  leased or operated properties, including, without limitation,
                  all information relating to underground storage tanks,
                  polychlorinated biphenyls ("PCBs") and asbestos containing
                  materials;

                           (E) neither the properties described in the Company's
                  public filings nor any other land owned by the Company or any
                  of the Subsidiaries is included or, to the best knowledge of
                  the Company, proposed for inclusion on the National Priorities
                  List ("NPL") issued pursuant to the Comprehensive
                  Environmental Response, Compensation, and Liability Act of
                  1980, as amended, 42 U.S.C. ss.ss. 9601 et seq. ("CERCLA") by
                  the United States Environmental Protection Agency (the "EPA")
                  or otherwise been publicly identified by the EPA as a
                  potential CERCLA site or included or, to the best of the
                  Company's knowledge, proposed for inclusion on any list or
                  inventory issued pursuant to any other Environmental Laws or
                  issued by any other federal, state or local governmental
                  authority having or claiming jurisdiction over the properties
                  and assets described in the Company's public filings; and

                           (F) neither the Company nor any of the Subsidiaries
                  has been identified as a potentially responsible party under
                  CERCLA or comparable state law at any site.



                                                                          10

               (xxix) Each of the Company and the Subsidiaries has fulfilled its
         obligations, if any, under the minimum funding standards of Section 302
         of the United States Employee Retirement Income Security Act of 1974
         ("ERISA") and the regulations and published interpretations thereunder
         with respect to each "plan" (as defined in Section 3(3) of ERISA and
         such regulations and published interpretations) in which employees of
         the Company and its subsidiaries are eligible to participate and each
         such plan is in compliance in all material respects with the presently
         applicable provisions of ERISA and such regulations and published
         interpretations. The Company and its subsidiaries have not incurred any
         unpaid liability to the Pension Benefit Guaranty Corporation (other
         than for the payment of premiums in the ordinary course) or to any such
         plan under Title IV of ERISA.

               (xxx)  The subsidiaries listed on Annex A attached hereto are the
         only significant subsidiaries of the Company as defined by Rule 1-02 of
         Regulation S-X (the "Subsidiaries").



               (xxxi) The Company and the Subsidiaries, directly or indirectly,
         own or possess the trademarks, service marks and trade names
         (collectively, "proprietary rights") that are material to the business
         now operated by them and that are currently employed by them in
         connection with such business, and neither the Company nor any of the
         Subsidiaries has received any notice or is otherwise aware of any
         infringement of or conflict with asserted rights of others with respect
         to any such proprietary rights, or of any facts that would render any
         such proprietary rights invalid or inadequate to protect the interest
         of the Company or any of the Subsidiaries therein.

         Any certificate signed by any officer of the Company and delivered to
the Representative or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

         (b) Each Selling Stockholder represents and warrants to, and agrees
with, each Underwriter as set forth below in this Section 1(b).


               (i) Such Selling Stockholder is the record and beneficial owner
         of the Securities to be sold by it hereunder free and clear of all
         liens, encumbrances, equities and claims and has duly endorsed such
         Securities in blank, and, assuming that each Underwriter acquires its
         interest in the Securities it has purchased from such Selling
         Stockholder without notice of any adverse claim (within the meaning of
         Section 8-105 of the New York Uniform Commercial Code ("UCC")), each
         Underwriter that has purchased such Securities delivered on the Closing
         Date to The Depository Trust Company or other securities intermediary
         by making payment therefor as provided herein, and that has had such
         Securities credited to the securities account or accounts of such
         Underwriters maintained with The Depository Trust



                                                                        11

         Company or such other securities intermediary will have acquired a
         security entitlement (within the meaning of Section 8-102(a)(17) of the
         UCC) to such Securities purchased by such Underwriter, and no action
         based on an adverse claim (within the meaning of Section 8-105 of the
         UCC) may be asserted against such Underwriter with respect to such
         Securities.

               (ii)  Such Selling Stockholder has not taken, directly or
         indirectly, any action designed to or that would constitute or that
         might reasonably be expected to cause or result in, under the Exchange
         Act or otherwise, stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

               (iii) Certificates in negotiable form for such Selling
         Stockholder's Securities have been placed in custody with Lippes,
         Silverstein, Mathias & Wexler LLP, counsel for the Selling
         Stockholders, for delivery pursuant to the terms of this Agreement; the
         Securities represented by the certificates so held in custody for each
         Selling Stockholder are subject to the interests hereunder of the
         Underwriters, the Company and the other Selling Stockholders; the
         arrangements for custody and delivery of such certificates, made by
         such Selling Stockholder hereunder, are not subject to termination by
         any acts of such Selling Stockholder, or by operation of law, whether
         by the death or incapacity of such Selling Stockholder or the
         occurrence of any other event; and if any such death, incapacity or any
         other such event shall occur before the delivery of such Securities
         hereunder, certificates for the Securities will be delivered in
         accordance with the terms and conditions of this Agreement as if such
         death, incapacity or other event had not occurred, regardless of
         whether or not notice of such death, incapacity or other event shall
         have been received.

               (iv)  No consent, approval, authorization or order of any court
         or governmental agency or body is required for the consummation by such
         Selling Stockholder of the transactions contemplated herein, except
         such as may have been obtained under the Act and such as may be
         required under the blue sky laws of any jurisdiction in connection with
         the purchase and distribution of the Securities by the Underwriters and
         such other approvals as have been obtained.

               (v)   Neither the sale of the Securities being sold by such
         Selling Stockholder nor the consummation of any other of the
         transactions herein contemplated by such Selling Stockholder or the
         fulfillment of the terms hereof by such Selling Stockholder will
         conflict with, result in a breach or violation of, or constitute a
         default under any law or the organizational or other governing
         documents of any Selling Stockholder or the terms of any indenture or
         other agreement or instrument to which such Selling Stockholder is a
         party or bound, or any judgment, order or decree applicable to such
         Selling Stockholder of any court, regulatory body, administrative
         agency, governmental body or arbitrator having jurisdiction over such
         Selling Stockholder.




                                                                        12

               (vi) Such Selling Stockholder has no reason to believe that the
         representations and warranties of the Company contained in this Section
         1(a) are not true and correct, is familiar with the Registration
         Statement and has no knowledge of any material fact, condition or
         information not disclosed in the Prospectus or any supplement thereto
         which has adversely affected or may adversely affect the business of
         the Company or any of its subsidiaries; and the sale of Securities by
         such Selling Stockholder pursuant hereto is not prompted by any
         information concerning the Company or any of its subsidiaries which is
         not set forth in the Prospectus or any supplement thereto.

         In respect of any statements in or omissions from the Registration
Statement or the Prospectus or any supplements thereto made in reliance upon and
in conformity with information furnished in writing to the Company by any
Selling Stockholder specifically for use in connection with the preparation
thereof, such Selling Stockholder hereby makes the same representations and
warranties to each Underwriter as the Company makes to such Underwriter under
paragraph (a)(ii) of this Section.

         Any certificate signed by any officer of any Selling Stockholder and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by such Selling Stockholder, as to matters covered thereby, to each
Underwriter.

         2.  Purchase and Sale. (a) Subject to the terms and conditions and in
             -----------------
reliance upon the representations and warranties herein set forth, the Company
and the Selling Stockholders (collectively, the "Sellers" and individually a
"Seller") agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the
Sellers, at a purchase price of $______ per share, the amount of the
Underwritten Securities set forth opposite such Underwriter's name in Schedule I
hereto. The amount of Securities to be purchased by each Underwriter from each
Seller shall be as nearly as practicable in the same proportion to the total
amount of Securities to be purchased by such Underwriter as the total amount of
Securities to be sold by each Seller bears to the total amount of Securities to
be sold pursuant hereto.


         (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to
450,000 Option Securities at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised in whole or in part
at any time (but not more than once) on or before the 30th day after the date of
the Prospectus upon written or telegraphic notice by the Representative to the
Company setting forth the number of shares of the Option Securities as to which
the several Underwriters are exercising the option and the settlement date. The
number of Option Securities to be purchased by each Underwriter



                                                                              13

shall be the same percentage of the total number of shares of the Option
Securities to be purchased by the several Underwriters as such Underwriter is
purchasing of the Underwritten Securities, subject to such adjustments as you in
your absolute discretion shall make to eliminate any fractional shares.

         3. Delivery and Payment. Delivery of and payment for the Underwritten
            --------------------
Securities and the Option Securities (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the third Business Day prior to
the Closing Date) shall be made at 10:00 AM, New York City time, on September
__, 2001, or at such time on such later date not more than three Business Days
after the foregoing date as the Representative shall designate, which date and
time may be postponed by agreement among the Representative, the Company and,
except with respect to the Option Securities, the Selling Stockholders, or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representative for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representative of the respective aggregate purchase prices of the Securities
being sold by the Company and each of the Selling Stockholders to or upon the
order of the Company and the Selling Stockholders by wire transfer payable in
same day funds to accounts specified by the Company and the Selling Stockholders
(as the case may be). Delivery of the Underwritten Securities and the Option
Securities shall be made through the facilities of The Depository Trust Company
unless the Representative shall otherwise instruct.

         Each Selling Stockholder will pay all applicable state transfer taxes,
if any, involved in the transfer to the several Underwriters of the Securities
to be purchased by them from such Selling Stockholder and the respective
Underwriters will pay any additional stock transfer taxes involved in further
transfers.

         If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representative, at 388
Greenwich Street, New York, New York, on the date specified by the
Representative (which shall be within three Business Days after exercise of said
option), for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representative of the purchase
price thereof to or upon the order of the Company by wire transfer payable in
same day funds to an account specified by the Company. If settlement for the
Option Securities occurs after the Closing Date, the Company will deliver to the
Representative on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.



                                                                              14

          4.  Offering by Underwriters. It is understood  that the several
              ------------------------
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

          5.  Agreements.
              ----------

                (i)   The Company agrees with the several Underwriters that:

                (a)   The Company will use its best efforts to cause the
          Registration Statement, if not effective at the Execution Time, and
          any amendment thereof, to become effective. Prior to the termination
          of the offering of the Securities, the Company will not file any
          amendment of the Registration Statement or supplement to the
          Prospectus or any Rule 462(b) Registration Statement unless the
          Company has furnished you a copy for your review prior to filing and
          will not file any such proposed amendment or supplement to which you
          reasonably object. Subject to the foregoing sentence, if the
          Registration Statement has become or becomes effective pursuant to
          Rule 430A, or filing of the Prospectus is otherwise required under
          Rule 424(b), the Company will cause the Prospectus, properly
          completed, and any supplement thereto to be filed with the Commission
          pursuant to the applicable paragraph of Rule 424(b) within the time
          period prescribed and will provide evidence satisfactory to the
          Representative of such timely filing. The Company will promptly advise
          the Representative (1) when the Registration Statement, if not
          effective at the Execution Time, shall have become effective, (2) when
          the Prospectus, and any supplement thereto, shall have been filed (if
          required) with the Commission pursuant to Rule 424(b) or when any Rule
          462(b) Registration Statement shall have been filed with the
          Commission, (3) when, prior to termination of the offering of the
          Securities, any amendment to the Registration Statement shall have
          been filed or become effective, (4) of any request by the Commission
          or its staff for any amendment of the Registration Statement, or any
          Rule 462(b) Registration Statement, or for any supplement to the
          Prospectus or for any additional information, (5) of the issuance by
          the Commission of any stop order suspending the effectiveness of the
          Registration Statement or the institution or threatening of any
          proceeding for that purpose and (6) of the receipt by the Company of
          any notification with respect to the suspension of the qualification
          of the Securities for sale in any jurisdiction or the institution or
          threatening of any proceeding for such purpose. The Company will use
          its best efforts to prevent the issuance of any such stop order or the
          suspension of any such qualification and, if issued, to obtain as soon
          as possible the withdrawal thereof.

                (b)   If, at any time when a prospectus relating to the
          Securities is required to be delivered under the Act, any event occurs
          as a result of which the Prospectus as then supplemented would include
          any untrue statement of a material fact or omit to state any material
          fact necessary to make the statements therein in the light of the
          circumstances under which they were made not misleading, or if it
          shall be necessary to amend the Registration Statement or supplement
          the Prospectus to comply with



                                                                              15

          the Act or the Exchange Act or the respective rules thereunder, the
          Company promptly will (1) notify the Representative of any such event;
          (2) prepare and file with the Commission, subject to the second
          sentence of paragraph (a) of this Section 5, an amendment or
          supplement which will correct such statement or omission or effect
          such compliance; and (3) supply any supplemented Prospectus to you in
          such quantities as you may reasonably request.

                (c)   As soon as practicable, the Company will make generally
          available to its security holders and to the Representative an
          earnings statement or statements of the Company and its subsidiaries
          which will satisfy the provisions of Section 11(a) of the Act and Rule
          158 under the Act.

                (d)   The Company will furnish to the Representative and counsel
          for the Underwriters, without charge, signed copies of the
          Registration Statement (including exhibits thereto) and to each other
          Underwriter a copy of the Registration Statement (without exhibits
          thereto) and, so long as delivery of a prospectus by an Underwriter or
          dealer may be required by the Act, as many copies of each Preliminary
          Prospectus and the Prospectus and any supplement thereto as the
          Representative may reasonably request. The Company will pay the
          expenses of printing or other production of all documents relating to
          the offering.

                (e)   The Company will arrange, if necessary, for the
          qualification of the Securities for sale under the laws of such
          jurisdictions as the Representative may designate, will maintain such
          qualifications in effect so long as required for the distribution of
          the Securities and will pay any fee of the National Association of
          Securities Dealers, Inc., in connection with its review of the
          offering; provided that in no event shall the Company be obligated to
          qualify to do business in any jurisdiction where it is not now so
          qualified or to take any action that would subject it to service of
          process in suits, other than those arising out of the offering or sale
          of the Securities, in any jurisdiction where it is not now so subject.

                (f)   The Company will not, without the prior written consent of
          Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or
          otherwise dispose of (or enter into any transaction which is designed
          to, or might reasonably be expected to, result in the disposition
          (whether by actual disposition or effective economic disposition due
          to cash settlement or otherwise) by the Company or any affiliate of
          the Company or any person in privity with the Company or any affiliate
          of the Company), directly or indirectly, including the filing (or
          participation in the filing) of a registration statement with the
          Commission in respect of, or establish or increase a put equivalent
          position or liquidate or decrease a call equivalent position within
          the meaning of Section 16 of the Exchange Act, any shares of Common
          Stock or any securities convertible into, or exercisable, or
          exchangeable for, shares of Common Stock; or publicly announce an
          intention to effect any such transaction, for a period



                                                                              16

          of 90 days following the Execution Time, provided, however, that the
          Company may issue and sell Common Stock pursuant to any employee stock
          option plan, stock ownership plan or dividend reinvestment plan of the
          Company in effect at the Execution Time and the Company may issue
          Common Stock issuable upon the conversion of securities or the
          exercise of warrants outstanding at the Execution Time.

              (g)  The Company will not take, directly or indirectly, any action
          designed to or that would constitute or that might reasonably be
          expected to cause or result in, under the Exchange Act or otherwise,
          stabilization or manipulation of the price of any security of the
          Company to facilitate the sale or resale of the Securities.

              (ii) Each Selling Stockholder agrees with the several Underwriters
          that:

              (a)  Such Selling Stockholder will not, without the prior written
          consent of Salomon Smith Barney Inc., offer, sell, contract to sell,
          pledge or otherwise dispose of (or enter into any transaction which
          is designed to, or might reasonably be expected to, result in the
          disposition (whether by actual disposition or effective economic
          disposition due to cash settlement or otherwise) by the Selling
          Stockholder or any affiliate of the Selling Stockholder or any person
          in privity with the Selling Stockholder or any affiliate of the
          Selling Stockholder), directly or indirectly, or file (or participate
          in the filing of) a registration statement with the Commission in
          respect of, or establish or increase a put equivalent position or
          liquidate or decrease a call equivalent position within the meaning of
          Section 16 of the Exchange Act with respect to, any shares of Common
          Stock of the Company or any securities convertible into or exercisable
          or exchangeable for shares of Common Stock, or publicly announce an
          intention to effect any such transaction, for a period of 90 days
          following the Execution Time, other than shares of Common Stock
          disposed of as bona fide gifts.

              (b)  Such Selling Stockholder will not take, directly or
          indirectly, any action designed to or that would constitute or that
          might reasonably be expected to cause or result in, under the Exchange
          Act or otherwise, stabilization or manipulation of the price of any
          security of the Company to facilitate the sale or resale of the
          Securities.

              (c)  Such Selling Stockholder will advise you promptly, and if
          requested by you, will confirm such advice in writing, so long as
          delivery of a prospectus relating to the Securities by an underwriter
          or dealer may be required under the Act, of (i) any material change in
          the Company's condition (financial or otherwise), prospects, earnings,
          business or properties, (ii) any change in information in the
          Registration Statement or the Prospectus relating to such Selling
          Stockholder or (iii) any new material information relating to the
          Company or relating to any matter stated in the Prospectus which comes
          to the attention of such Selling Stockholder.




                                                                              17

     6. Conditions to the Obligations of the Underwriters. The obligations of
        -------------------------------------------------
the Underwriters to purchase the Underwritten Securities and the Option
Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholders contained herein as of the Execution Time, the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the statements
of the Company and the Selling Stockholders made in any certificates pursuant to
the provisions hereof, to the performance by the Company and the Selling
Stockholders of their respective obligations hereunder and to the following
additional conditions:

          (a) If the Registration Statement has not become effective prior to
     the Execution Time, unless the Representative agrees in writing to a later
     time, the Registration Statement will become effective not later than (i)
     6:00 PM New York City time on the date of determination of the public
     offering price, if such determination occurred at or prior to 3:00 PM New
     York City time on such date or (ii) 9:30 AM on the Business Day following
     the day on which the public offering price was determined, if such
     determination occurred after 3:00 PM New York City time on such date; if
     filing of the Prospectus, or any supplement thereto, is required pursuant
     to Rule 424(b), the Prospectus, and any such supplement, will be filed in
     the manner and within the time period required by Rule 424(b); and no stop
     order suspending the effectiveness of the Registration Statement shall have
     been issued and no proceedings for that purpose shall have been instituted
     or threatened.

          (b) The Company shall have requested and caused Lippes, Silverstein,
     Mathias & Wexler LLP, counsel for the Company, to have furnished to the
     Representative their opinion, dated the Closing Date and addressed to the
     Representative, to the effect that:

              (i)  each of the Company and the Subsidiaries has been duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of the jurisdiction in which it is chartered or
          organized, with full corporate power and authority to own or lease, as
          the case may be, and to operate its properties and conduct its
          business as described in the Prospectus, and is duly qualified to do
          business as a foreign corporation and is in good standing under the
          laws of each jurisdiction which requires such qualification, except
          where the failure to be so qualified or in good standing would not
          individually or in the aggregate have a material adverse effect on the
          condition (financial or otherwise), prospects, earnings, business or
          properties of the Company and its subsidiaries, taken as a whole,
          whether or not arising from transactions in the ordinary course of
          business;

              (ii) all the outstanding shares of capital stock of each
          Subsidiary have been duly and validly authorized and issued and are
          fully paid and nonassessable, and, except as otherwise set forth in
          the Prospectus, all




                                                                              18

          outstanding shares of capital stock of the Subsidiaries are owned by
          the Company either directly or through wholly owned subsidiaries free
          and clear of any perfected security interest and, to the knowledge of
          such counsel, after due inquiry, any other security interest, claim,
          lien or encumbrance;

                (iii) the Company's authorized equity capitalization is as set
          forth in the Prospectus; the capital stock of the Company conforms in
          all material respects to the description thereof contained in the
          Prospectus; the outstanding shares of Common Stock (including the
          Underwritten Securities being sold hereunder by the Selling
          Stockholders) have been duly and validly authorized and issued and are
          fully paid and nonassessable; the Securities being sold hereunder by
          the Company have been duly and validly authorized, and, when issued
          and delivered to and paid for by the Underwriters pursuant to this
          Agreement, will be fully paid and nonassessable; the Securities being
          sold hereunder by the Company are duly listed, and admitted and
          authorized for quotation and trading, subject to official notice of
          issuance and evidence of satisfactory distribution, on the NASDAQ
          National Market ("NASDAQ"); the Underwritten Securities being sold
          hereunder by the Selling Stockholders are duly listed and admitted for
          trading on NASDAQ; the certificates for the Securities are in valid
          and sufficient form; the holders of outstanding shares of capital
          stock of the Company are not entitled to preemptive or other rights to
          subscribe for the Securities; and, except as set forth in the
          Prospectus, no options, warrants or other rights to purchase,
          agreements or other obligations to issue, or rights to convert any
          obligations into or exchange any securities for, shares of capital
          stock of or ownership interests in the Company are outstanding;

                (iv)  to the knowledge of such counsel, there is no pending or
          threatened action, suit or proceeding by or before any court or
          governmental agency, authority or body or any arbitrator involving the
          Company or any of its subsidiaries or its or their property of a
          character required to be disclosed in the Registration Statement which
          is not adequately disclosed in the Prospectus, and there is no
          franchise, contract or other document of a character required to be
          described in the Registration Statement or Prospectus, or to be filed
          as an exhibit thereto, which is not described or filed as required;

                (v)   the Registration Statement has become effective under the
          Act; any required filing of the Prospectus, and any supplements
          thereto, pursuant to Rule 424(b) has been made in the manner and
          within the time period required by Rule 424(b); to the knowledge of
          such counsel, no stop order suspending the effectiveness of the
          Registration Statement has been issued, no proceedings for that
          purpose have been instituted or threatened and the



                                                                              19

               Registration Statement and the Prospectus (other than the
               financial statements and other financial and statistical
               information contained therein, as to which such counsel need
               express no opinion) comply as to form in all material respects
               with the applicable requirements of the Act and the Exchange Act
               and the respective rules thereunder; and such counsel has no
               reason to believe that on the Effective Date or the date the
               Registration Statement was last deemed amended the Registration
               Statement contained any untrue statement of a material fact or
               omitted to state any material fact required to be stated therein
               or necessary to make the statements therein not misleading or
               that the Prospectus as of its date and on the Closing Date
               included or includes any untrue statement of a material fact or
               omitted or omits to state a material fact necessary to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading (in each case, other than the
               financial statements and other financial or statistical
               information contained therein, as to which such counsel need
               express no opinion);

                    (vi)   this Agreement has been duly authorized, executed and
               delivered by the Company;

                    (vii)  the Company is not and, after giving effect to the
               offering and sale of the Securities and the application of the
               proceeds thereof as described in the Prospectus, will not be, an
               "investment company" as defined in the Investment Company Act of
               1940, as amended;

                    (viii) no consent, approval, authorization, filing with or
               order of any court or governmental agency or body is required in
               connection with the transactions contemplated herein, except such
               as have been obtained under the Act and such as may be required
               under the blue sky laws of any jurisdiction in connection with
               the purchase and distribution of the Securities by the
               Underwriters in the manner contemplated in this Agreement and in
               the Prospectus and such other approvals (specified in such
               opinion) as have been obtained and except where the failure to
               obtain any such consent, approval, authorization or order would
               not, individually or in the aggregate, have a material adverse
               effect on the condition (financial or otherwise), prospects,
               earnings, business or properties of the Company and its
               subsidiaries, taken as a whole, whether or not arising from
               transactions in the ordinary course of business or an adverse
               effect on the execution and delivery of this Agreement or the
               consummation of the transactions contemplated herein;

                    (ix)   neither the issue and sale of the Securities, nor the
               consummation of any other of the transactions herein contemplated
               nor the fulfillment of the terms hereof will conflict with,
               result in a breach or violation of or imposition of any lien,
               charge or encumbrance upon any property or assets of the



                                                                              20

               Company or the Subsidiaries pursuant to, (i) the charter or
               by-laws of the Company or the Subsidiaries, (ii) the terms of any
               indenture, contract, lease, mortgage, deed of trust, note
               agreement, loan agreement or other agreement, obligation,
               condition, covenant or instrument known to such counsel and to
               which the Company or any of the Subsidiaries is a party or bound
               or to which its or their property is subject, or (iii) any
               statute, law, rule, regulation, judgment, order or decree known
               to such counsel to be applicable to the Company or any of the
               Subsidiaries of any court, regulatory body, administrative
               agency, governmental body, arbitrator or other authority having
               jurisdiction over the Company or any of the Subsidiaries or any
               of its or their properties; and

                    (x)  no holders of securities of the Company have rights to
               the registration of such securities under the Registration
               Statement.

          In rendering such opinion, such counsel may rely (A) as to matters
          involving the application of laws of any jurisdiction other than the
          States of New York and Delaware or the Federal laws of the United
          States, to the extent they deem proper and specified in such opinion,
          upon the opinion of other counsel of good standing whom they believe
          to be reliable and who are satisfactory to counsel for the
          Underwriters and (B) as to matters of fact, to the extent they deem
          proper, on certificates of responsible officers of the Company and
          public officials. References to the Prospectus in this paragraph (b)
          include any supplements thereto at the Closing Date.

               (c)  The Selling Stockholders shall have furnished to the
          Representative the opinion of Lippes, Silverstein, Mathias & Wexler
          LLP, counsel for the Selling Stockholders, dated the Closing Date, to
          the effect that:

                    (i)  this Agreement has been duly authorized, executed and
               delivered by the Selling Stockholders and each Selling
               Stockholder has full legal right and authority to sell, transfer
               and deliver in the manner provided in this Agreement the
               Securities being sold by such Selling Stockholder hereunder;

                    (ii) assuming that each Underwriter acquires its interest in
               the Securities it has purchased from such Selling Stockholder
               without notice of any adverse claim (within the meaning of
               Section 8-105 of the UCC), each Underwriter that has purchased
               such Securities delivered on the Closing Date to The Depository
               Trust Company or other securities intermediary by making payment
               therefor as provided herein, and that has had such Securities
               credited to the securities account or accounts of such
               Underwriters maintained with The Depository Trust Company or such
               other securities intermediary will have acquired a security
               entitlement (within the meaning of Section 8-102(a)(17) of the
               UCC) to such Securities purchased by such



                                                                              21

               Underwriter, and no action based on an adverse claim (within the
               meaning of Section 8-105 of the UCC) may be asserted against such
               Underwriter with respect to such Securities;

                    (iii) no consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               consummation by any Selling Stockholder of the transactions
               contemplated herein, except such as may have been obtained under
               the Act and such as may be required under the blue sky laws of
               any jurisdiction in connection with the purchase and distribution
               of the Securities by the Underwriters and such other approvals
               (specified in such opinion) as have been obtained; and

                    (iv)  neither the sale of the Securities being sold by any
               Selling Stockholder nor the consummation of any other of the
               transactions herein contemplated by any Selling Stockholder or
               the fulfillment of the terms hereof by any Selling Stockholder
               will conflict with, result in a breach or violation of, or
               constitute a default under any law or the organizational or other
               governing documents of any Selling Stockholder or the terms of
               any indenture or other agreement or instrument known to such
               counsel and to which any Selling Stockholder is a party or bound,
               or any judgment, order or decree known to such counsel to be
               applicable to any Selling Stockholder of any court, regulatory
               body, administrative agency, governmental body or arbitrator
               having jurisdiction over any Selling Stockholder.

          In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
New York and Delaware or the United States, to the extent they deem proper and
specified in such opinion, upon the opinion of other counsel of good standing
whom they believe to be reliable and who are satisfactory to counsel for the
Underwriters, and (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Selling Stockholders and public
officials.

               (d) The Representative shall have received from Cravath, Swaine &
          Moore, counsel for the Underwriters, such opinion or opinions, dated
          the Closing Date and addressed to the Representative, with respect to
          the issuance and sale of the Securities, the Registration Statement,
          the Prospectus (together with any supplement thereto) and other
          related matters as the Representative may reasonably require, and the
          Company and each Selling Stockholder shall have furnished to such
          counsel such documents as they request for the purpose of enabling
          them to pass upon such matters.

               (e)  The Company shall have furnished to the Representative a
          certificate of the Company, signed by the Chairman of the Board or the
          President and the principal financial or accounting officer of the
          Company, dated the Closing Date, to the effect



                                                                              22

          that the signers of such certificate have carefully examined the
          Registration Statement, the Prospectus, any supplements to the
          Prospectus and this Agreement and that:

                    (i)   the representations and warranties of the Company in
               this Agreement are true and correct on and as of the Closing Date
               with the same effect as if made on the Closing Date and the
               Company has complied with all the agreements and satisfied all
               the conditions on its part to be performed or satisfied at or
               prior to the Closing Date;

                    (ii)  no stop order suspending the effectiveness of the
               Registration Statement has been issued and no proceedings for
               that purpose have been instituted or, to the Company's knowledge,
               threatened; and

                    (iii) since the date of the most recent financial statements
               included or incorporated by reference in the Prospectus
               (exclusive of any supplement thereto), there has been no material
               adverse effect on the condition (financial or otherwise),
               prospects, earnings, business or properties of the Company and
               its subsidiaries, taken as a whole, whether or not arising from
               transactions in the ordinary course of business, except as set
               forth in or contemplated in the Prospectus (exclusive of any
               supplement thereto).

               (f)  Each Selling Stockholder shall have furnished to the
          Representative a certificate, signed by a majority of the trustees of
          each such Selling Stockholder, dated the Closing Date, to the effect
          that the signers of such certificate have carefully examined the
          Registration Statement, the Prospectus, any supplement to the
          Prospectus and this Agreement and that the representations and
          warranties of such Selling Stockholder in this Agreement are true and
          correct on and as of the Closing Date to the same effect as if made on
          the Closing Date.

               (g)  The Company shall have requested and caused
          PricewaterhouseCoopers LLC to have furnished to the Representative, at
          the Execution Time and at the Closing Date, letters, dated
          respectively as of the Execution Time and as of the Closing Date, in
          form and substance satisfactory to the Representative, confirming that
          they are independent accountants within the meaning of the Act and the
          Exchange Act and the respective applicable rules and regulations
          adopted by the Commission thereunder and that they have performed a
          review of the unaudited interim financial information of the Company
          for the six-month period ended June 30, 2001, and as at June 30, 2001,
          in accordance with Statement on Auditing Standards No. 71 and stating
          in effect that:

                    (i)   in their opinion the audited financial statements and
               financial statement schedules and pro forma financial statements
               included or



                                                                              23

          incorporated by reference in the Registration Statement and the
          Prospectus and reported on by them comply as to form in all material
          respects with the applicable accounting requirements of the Act and
          the Exchange Act and the related rules and regulations adopted by the
          Commission;

               (ii) on the basis of a reading of the latest unaudited financial
          statements made available by the Company and its subsidiaries; their
          limited review, in accordance with standards established under
          Statement on Auditing Standards No. 71, of the unaudited interim
          financial information for the six-month period ended June 30, 2001,
          and as at June 30, 2001; carrying out certain specified procedures
          (but not an examination in accordance with generally accepted auditing
          standards) which would not necessarily reveal matters of significance
          with respect to the comments set forth in such letter; a reading of
          the minutes of the meetings of the stockholders, directors and
          committees of the boards of directors of the Company and the
          Subsidiaries; and inquiries of certain officials of the Company who
          have responsibility for financial and accounting matters of the
          Company and its subsidiaries as to transactions and events subsequent
          to December 31, 2000, nothing came to their attention which caused
          them to believe that:

                              (1) any unaudited financial statements included or
                         incorporated by reference in the Registration Statement
                         and the Prospectus do not comply as to form in all
                         material respects with applicable accounting
                         requirements of the Act and with the related rules and
                         regulations adopted by the Commission with respect to
                         financial statements included or incorporated by
                         reference in quarterly reports on Form 10-Q under the
                         Exchange Act; and said unaudited financial statements
                         are not in conformity with generally accepted
                         accounting principles applied on a basis substantially
                         consistent with that of the audited financial
                         statements included or incorporated by reference in the
                         Registration Statement and the Prospectus;

                              (2) with respect to the period subsequent to June
                         30, 2001, there were any changes, at a specified date
                         not more than five days prior to the date of the
                         letter, in the long-term debt of the Company and the
                         Subsidiaries or capital stock of the Company or
                         decreases in the working capital of the Company and its
                         subsidiaries or the stockholders' equity of the Company
                         as compared with the amounts shown on the June 30, 2001
                         consolidated balance sheet included or incorporated by
                         reference in the Registration Statement and



                                                                              24

                    the Prospectus, or for the period from July 1, 2001 to such
                    specified date there were any decreases, as compared with
                    the corresponding period in the preceding year in
                    consolidated net sales or in total or per share amounts of
                    income before extraordinary items or of net income of the
                    Company, except in all instances for changes or decreases
                    set forth in such letter, in which case the letter shall be
                    accompanied by an explanation by the Company as to the
                    significance thereof unless said explanation is not deemed
                    necessary by the Representative;

                         (3) the information included or incorporated by
                    reference in the Registration Statement and Prospectus or
                    incorporated by reference in response to Regulation S-K,
                    Item 301 (Selected Financial Data), is not in conformity
                    with the applicable disclosure requirements of Regulation
                    S-K; and

              (iii) they have performed certain other specified procedures as a
          result of which they determined that certain information of an
          accounting, financial or statistical nature (which is limited to
          accounting, financial or statistical information derived from the
          general accounting records of the Company and its subsidiaries) set
          forth in the Registration Statement and the Prospectus, including the
          information set forth under the captions "Prospectus Summary," "Risk
          Factors," "Use of Proceeds," "Capitalization," "Selected Consolidated
          Financial Data," "Management's Discussion and Analysis of Financial
          Condition and Results of Operations," "Business," "Management,"
          "Certain Transactions," "Principal and Selling Stockholders" and
          "Description of Capital Stock" in the Prospectus, agrees with the
          accounting records of the Company and its subsidiaries, excluding any
          questions of legal interpretation.

          References to the Prospectus in this paragraph (e) include any
     supplement thereto at the date of the letter.


          (h) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Registration Statement (exclusive of any
     amendment thereof) and the Prospectus (exclusive of any supplement
     thereto), there shall not have been (i) any change or decrease specified in
     the letter or letters referred to in paragraph (g) of this Section 6 or
     (ii) any change, or any development involving a prospective change, in or
     affecting the condition (financial or otherwise), earnings, business or
     properties of the Company and its subsidiaries taken as a whole, whether or
     not arising from transactions in the ordinary course of business, except as
     set forth in or contemplated in the Prospectus (exclusive of any supplement
     thereto) the effect of which, in any case referred to in clause (i) or (ii)
     above, is, in the sole judgment



                                                                              25

     of the Representative, so material and adverse as to make it impractical or
     inadvisable to proceed with the offering or delivery of the Securities as
     contemplated by the Registration Statement (exclusive of any amendment
     thereof) and the Prospectus (exclusive of any supplement thereto).

          (i) At the Execution Time, the Company shall have furnished to the
     Representative a letter substantially in the form of Exhibit A hereto from
     each officer and director of the Company addressed to the Representative.

          (j) Prior to the Closing Date, the Company shall have furnished to the
     Representative such further information, certificates and documents as the
     Representative may reasonably request.

     If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representative and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representative. Notice of such
cancellation shall be given to the Company and each Selling Stockholder in
writing or by telephone or facsimile confirmed in writing.

     The documents required to be delivered by this Section 6 shall be delivered
at the office of Cravath, Swaine & Moore, counsel for the Underwriters, at 825
Eighth Avenue, New York New York, on the Closing Date.


     7. Reimbursement of Underwriters' Expenses. If the sale of the Securities
        ---------------------------------------
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company or any Selling Stockholder to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally through Salomon Smith Barney Inc. on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities. If the Company is required to make any payments to
the Underwriters under this Section 7 because of any Selling Stockholder's
refusal, inability or failure to satisfy any condition to the obligations of the
Underwriters set forth in Section 6, the Selling Stockholders pro rata in
proportion to the percentage of Securities to be sold by each shall reimburse
the Company on demand for all amounts so paid.

     8. Indemnification and Contribution. (a) The Company agrees to indemnify
        --------------------------------
and hold harmless each Underwriter, the directors, officers, employees and
agents of each



                                                                              26

Underwriter and each person who controls any Underwriter within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement for the registration of the Securities
as originally filed or in any amendment thereof, or in any Preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representative specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

     (b) Each Selling Stockholder severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, each Underwriter, the directors, officers, employees and
agents of each Underwriter and each person who controls the Company or any
Underwriter within the meaning of either the Act or the Exchange Act and each
other Selling Stockholder to the same extent as the foregoing indemnity from the
Company to each Underwriter. This indemnity agreement will be in addition to any
liability which any Selling Stockholder may otherwise have.

     (c) Each Underwriter severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, each person who controls the Company within the meaning
of either the Act or the Exchange Act, and each Selling Stockholder to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the Representative
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company and each Selling Stockholder
acknowledges that the statements set forth in the last paragraph of the cover
page regarding delivery of the Securities and, under the heading "Underwriting",
(i) the list of Underwriters and their respective participation in the sale of
the Securities, (ii) the sentences related to concessions and reallowances and
(iii) the paragraph related to stabilization, syndicate covering transactions
and penalty bids in any Preliminary Prospectus and the Prospectus



                                                                              27

constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus.

     (d) Promptly after receipt by any indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a), (b) or (c) above unless and to the extent it did
not otherwise learn of such action and such failure results in the forfeiture by
the indemnifying party of substantial rights and defenses and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a), (b) or (c) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

     (e) In the event that the indemnity provided in paragraph (a), (b) or (c)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company, the Selling Stockholders and the
Underwriters agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively



                                                                              28

"Losses") to which the Company, one or more of the Selling Stockholders and one
or more of the Underwriters may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company, the Selling
Stockholders and by the Underwriters from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company, the Selling Stockholders and the
Underwriters severally shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company, the Selling Stockholders and of the Underwriters on the other in
connection with the statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. Benefits received by the Company
and by the Selling Stockholders shall be deemed to be equal to the total net
proceeds from the offering (before deducting expenses) received by each of them,
and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company or the Selling Stockholders on
the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company, the Selling Stockholders
and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (e), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (e).

     9. Default by an Underwriter. If any one or more Underwriters shall fail to
        -------------------------
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions that the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities that



                                                                              29

the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Securities
that the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Schedule I
hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter, the
Selling Stockholders or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representative shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company, the Selling Stockholders and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

     10. Termination. This Agreement shall be subject to termination in the
         -----------
absolute discretion of the Representative, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or NASDAQ or trading in securities generally on the New York Stock
Exchange or NASDAQ shall have been suspended or limited or minimum prices shall
have been established on either of such Exchange or Market System, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representative, impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Prospectus (exclusive of any supplement thereto).

     11. Representations and Indemnities to Survive. The respective agreements,
         ------------------------------------------
representations, warranties, indemnities and other statements of the Company or
its officers, of each Selling Stockholder and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter, any
Selling Stockholder or the Company or any of the officers, directors, employees,
agents or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancellation of this Agreement.

     12. Notices. All communications hereunder will be in writing and effective
         -------
only on receipt, and, if sent to the Representative, will be mailed, delivered
or telefaxed to the General Counsel, Salomon Smith Barney Inc. (fax no.: (212)
816-7912) and confirmed to Salomon Smith Barney Inc., at 388 Greenwich Street,
New York, New York, 10013, Attention: General Counsel; or, if sent to the
Company, will be mailed, delivered or



                                                                              30

telefaxed to the Treasurer, Gibraltar Steel Corporation (fax no.: (716)
826-1589) and confirmed to it at 3556 Lake Shore Road, P.O. Box 2028, Buffalo,
NY 14219, Attention: Treasurer or if sent to any Selling Stockholder, will be
mailed, delivered or telefaxed and confirmed to it at the address set forth in
Schedule II hereto.

     13. Successors. This Agreement will inure to the benefit of and be binding
         ----------
upon the parties hereto and their respective successors and the officers,
directors, employees, agents and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.

     14. Applicable Law. This Agreement will be governed by and construed in
         --------------
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.

     15. Counterparts. This Agreement may be signed in one or more counterparts,
         ------------
each of which shall constitute an original and all of which together shall
constitute one and the same agreement.

     16. Headings. The section headings used herein are for convenience only and
         --------
shall not affect the construction hereof.


     17. Definitions. The terms which follow, when used in this Agreement, shall
         -----------
have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations of the Commission promulgated thereunder.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.


                                                                          31

                  "Preliminary Prospectus" shall mean any preliminary prospectus
         referred to in paragraph 1(a) above and any preliminary prospectus
         included in the Registration Statement at the Effective Date that omits
         Rule 430A Information.

                  "Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(a) above, including exhibits and financial
         statements, as amended at the Execution Time (or, if not effective at
         the Execution Time, in the form in which it shall become effective)
         and, in the event any post-effective amendment thereto or any Rule
         462(b) Registration Statement becomes effective prior to the Closing
         Date, shall also mean such registration statement as so amended or such
         Rule 462(b) Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement referred
         to in Section 1(a) hereof.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.


                                                Very truly yours,


                                                Gibraltar Steel Corporation

                                                By:_________________________
                                                   Name:
                                                   Title:






                                                                        32

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.


By:
   ____________________________
   Name:
   Title:

For itself and the other several
Underwriters named in
Schedule I to the foregoing
Agreement.



                                                                        33

                                   SCHEDULE I
                                   ----------


                                                      Number of Underwritten
                                                        Securities to be
                                                            Purchased
                     Underwriters                    --------------------------
                     ------------

Salomon Smith Barney Inc........................   $
McDonald Investments Inc........................   $









                                                    ____________________________
                  Total.........................   $
                                                    ============================






                                                                        34

                                   SCHEDULE II



                                                            Number of Shares
               Selling Stockholders                     Common Stock to be Sold
               --------------------                     -----------------------

BONNEVILLE TRUST U/A 12/31/87
f/b/o Brian J. Lipke                                           100,000

CORVETTE TRUST U/A 12/31/87
f/b/o Curtis W. Lipke                                          100,000

NOVA TRUST U/A 12/31/87
f/b/o Neil E. Lipke                                            100,000

ELECTRA TRUST U/A 12/31/87
f/b/o Eric  R. Lipke                                           100,000

MONZA TRUST U/A 1/22/88
f/b/o Meredith A. Lipke                                        100,000






                                                                               1


[Form of Lock-Up Agreement]                                            EXHIBIT A

           [letterhead of officer or director or selling stockholder]



                           Gibraltar Steel Corporation
                           ---------------------------
                         Public Offering of Common Stock
                         -------------------------------



                                                                   July __, 2001

Salomon Smith Barney Inc.
As Representative of the several Underwriters,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

               This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement"), between
Gibraltar Steel Corporation, a Delaware corporation (the "Company"), certain
Selling Stockholders named therein and you as representative of a group of
Underwriters named therein, relating to an underwritten public offering of
Common Stock, $.01 par value (the "Common Stock"), of the Company.

               In order to induce you and the other Underwriters to enter into
the Underwriting Agreement, the undersigned will not, without the prior written
consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge or
otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, in the filing of a registration statement with the Securities and
Exchange Commission in respect of, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder
with respect to, any shares of capital stock of the Company or any securities
convertible into, or exercisable or exchangeable for such capital stock, or
publicly announce an intention to effect any such transaction, for a period of
90 days after the date



                                                                              2


of the Underwriting Agreement, other than shares of Common Stock disposed of as
bona fide gifts.

               If for any reason the Underwriting Agreement shall be terminated
prior to the Closing Date (as defined in the Underwriting Agreement), the
agreement set forth above shall likewise be terminated.


                                    Yours very truly,

                                    [Signature of officer or director or selling
                                    stockholder]

                                    [Name and address of officer or director or
                                    selling stockholder]



                                                                         ANNEX A


[SIGNIFICANT SUBSIDIARIES]



                                                              Exhibit 5.1

                                                              September 4, 2001

Gibraltar Steel Corporation
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228

                                      Re:     Gibraltar Steel Corporation
                                              Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel for Gibraltar Steel Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement of the Corporation on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to the proposed offering of up to 3,450,000 (the "Shares") of its common stock,
par value $.01 per share (including up to 450,000 which may be sold by the
underwriters named therein pursuant to an over-allotment option), up to
2,950,000 of which Shares are being sold by the Company (the "Primary Shares")
and 500,000 of which Shares are being sold by the selling stockholders (the
"Secondary Shares"). The Shares will be issued and sold pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into among
Salomon Smith Barney Inc., as representative of the several underwriters named
therein, the Company and the selling stockholders named therein.

         In so acting, we have examined copies (certified or otherwise
identified to our satisfaction) of the form of Underwriting Agreement to be
filed as an exhibit to the Registration Statement, the form of resolutions (the
"Resolutions") proposed to be adopted by the pricing committee (the "Pricing
Committee") of the Board of Directors of the Company authorizing the issuance
and sale of the Primary Shares pursuant to the Underwriting Agreement and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the


authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company. We have also assumed for purposes hereof that
(i) the Underwriting Agreement will be executed and delivered in substantially
the form thereof to be filed as an exhibit to the Registration Agreement and
(ii) the Pricing Committee will adopt the Resolutions authorizing the issuance
and sale of the Primary Shares pursuant to the Underwriting Agreement in
substantially the form reviewed by us.

         Based on the foreging, and subject to the qualifications stated herein,
we are of the opinion that:

         1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

         2. The Primary Shares, when issued and sold pursuant in the manner
described in the Registration Statement and in accordance with the Resolutions
and the terms of the Underwriting Agreement, will be duly authorized, validly
issued, fully paid and non-assessable.

         3. The Secondary Shares have been duly authorized, validly issued and
are fully paid and non-assessable.

         We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.

                                  Very truly yours,

                                  /s/ LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP



                                                                    EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

   We hereby consent to the inclusion and incorporation by reference in this
Registration Statement on Form S-3 of our report dated January 24, 2001
relating to the consolidated financial statements, which appears in Gibraltar
Steel Corporation's Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the references to us under the headings "Experts,"
"Summary Consolidated Financial Data" and "Selected Consolidated Financial
Data" in such Registration Statement.

PricewaterhouseCoopers LLP

Buffalo, New York
July 24, 2001