CPT Holdings Inc · 10-K · For 6/30/95

Filed On 10/13/95   ·   SEC File 0-07462   ·   Accession Number 25360-95-10

Annual Report   ·   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K for Fiscal Year Ended: June 30, 1995        45    234K 
 2: EX-27       Financial Data Schedule                                1      6K 

10-K   ·   Form 10-K for Fiscal Year Ended: June 30, 1995
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                                            SECURITIES AND EXCHANGE COMMISSION

                                            Washington, D.C. 20549

                                           FORM 1O-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT  
of 1934 [Fee Required] For the fiscal year ended: June 30, 1995                 

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934 [No Fee Required]                                                          

                                           Commission File Number 0-7462

                                            CPT HOLDINGS, INC.
                        (Exact name of registrant as specified in its charter)

Minnesota                                           41-0972129        
State of Incorporation)                    (I.R.S. Employer identification No.) 

1430 Broadway, 13th Floor                                                       
New York, New York                                     10018                    
(Address of principal executive offices)             (Zip code)                 

Registrant's telephone number, including area code: (212) 382-1313              

                              Securities  registered pursuant to Section 12(b)
of the Act:                                                                     
                                            NONE

                              Securities  registered pursuant to Section 12(g)
of the Act:                                                                     
                                            NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___                                 

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 1O-K. Yes X No ____                                                        

As of August 31, 1995,  the aggregate  market value of shares of Common Stock of
the registrant held by non-affiliates was approximately $ 2,290,745.00.         

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes X No ___                                              

As of August 31, 1995, 1,510,084 shares of Common Stock were outstanding.       

                                           DOCUMENTS INCORPORATED BY REFERENCE

                          Form 8-K filed by the Company on April 21, 1995 with
                                      the Securities and Exchange Commission

                                            PART I

ITEM 1. BUSINESS                                                                

General                                                                         

         CPT  Holdings,  Inc.  ("CPT" or the  "Company"),  is a holding  company
which,  through its indirect  operating  subsidiary,  J & L Structural,  Inc., a
Delaware  corporation  ("J&L "), is a  nationwide  independent  producer of high
quality lightweight  structural steel shapes, with a leading market share in the
Northeast,  Southeast and Mid-Atlantic  regions. The Company's products are used
primarily in the manufactured housing, truck trailer, and highway safety systems
industries.  The Company  competes  effectively on the basis of product quality,
customer  service and price, in a number of niche markets  characterized  by few
competitors.  The  Company  operates  a  uniquely  designed  mill on 33 acres in
Aliquippa,  Pennsylvania which enables the Company to efficiently  produce thin,
lightweight  profile structural steel shapes (primarily  I-Beams).  The Company,
through the Brighton  Electric Steel Casting Division of J&L  ("Brighton")  also
has an 80 % market share in the domestic small piercer point market.            

         CPT was incorporated in 1971 as CPT Corporation.  Its principal offices
are  located at 1430  Broadway,  13th  Floor,  New York,  New York 10018 and its
telephone  number is (212)  382-1313.  References to the Company are intended to
include  CPT and its  direct  and  indirect  subsidiaries,  unless  the  context
provides otherwise.                                                             

         CPT adopted its current form as a holding  company in  accordance  with
its Amended Plan of Reorganization (the  "Reorganization  Plan") approved by the
United States  Bankruptcy  Court. A Confirmation  Hearing on the  Reorganization
Plan was held on June 28, 1991, and the Reorganization  Plan became effective as
of July 23, 1991.                                                               

         Under  the   Reorganization   Plan,  CPT  changed  its  name  from  CPT
Corporation to CPT Holdings,  Inc. and created CPT Office Systems, Inc. ("Office
Systems")  as a  wholly-owned  operating  subsidiary  to  conduct  the  business
previously  operated  by the  Company.  In exchange  for all of Office  Systems'
outstanding  capital  stock,  CPT  transferred  to Office  Systems  all of CPT's
assets,  except for approximately $1.5 million in cash to be used by CPT for its
corporate purposes,  including future business  acquisitions.  In addition,  CPT
transferred  to  Office  Systems,  and  Office  Systems  assumed,  all of  CPT's
continuing  liabilities,  including those arising under the Reorganization Plan.
Consequently,  upon  consummation  of the  Company's  reorganization  under  the
Reorganization  Plan,  CPT  had no  liabilities  with  respect  to its  previous
operations.  On February  1, 1993 the Company  discontinued  the  operations  of
Office  Systems  as  well  as CPT  Image  Systems,  Inc.  ("Image  Systems"),  a
corporation  established in June of 1992 to market image based  software  either
owned or under license to Image Systems.                                        

         On January 3, 1992, Brighton Electric Steel Casting Company, a Delaware
corporation  ("BESCC"),  became  a  majority-owned  subsidiary  of CPT  when CPT
acquired all of the common stock of BESCC from Precise  Plastic  Products,  Inc.
("Precise").  In exchange  for all of the common  stock of BESCC,  CPT issued to
Precise  shares of the Company's  Class A Common Stock  representing  50% of its
then outstanding  Class A Common Stock and 40% of its then  outstanding  Class A
Common Stock and Class B Common Stock combined.                                 

On February 8, 1993, Hupp  Industries,  Inc.  ("Hupp")  became a  majority-owned
subsidiary of CPT when CPT acquired the 80.1% of the capital stock of Hupp. Hupp
was a manufacturer of heating,  ventilating and air conditioning  equipment used
primarily in  commercial  as well as military  applications.  Through its wholly
owned  division,  DCM  Corporation,   Hupp  was  a  manufacturer  of  fractional
horsepower  electrical motors. Hupp experienced  operating  difficulties in both
its air  conditioning  and  electrical  motor  manufacturing  businesses  and in
February,  1994 decided to discontinue the  manufacture of its air  conditioning
products.  Hupp continued to experience  financial problems which caused certain
defaults under its Credit and Security  Agreement with its bank. Despite efforts
to bring the operations of Hupp to  profitability,  Hupp was unable to eliminate
its  losses.  As a  consequence,  on October  27,  1994,  Hupp's  senior  lender
exercised  it's rights and  conducted a secured party sale of the assets of Hupp
to an  unrelated  party.  Hupp had no  assets  and no  employees  subsequent  to
October, 1994.                                                                  

           On April 6, 1995,  J&L  Acquisition  Corp.,  a  Delaware  corporation
("JLA"),  a  newly  incorporated,  indirect,  majority-owned  subsidiary  of the
Company,  acquired  substantially  all of the  assets  of J&L  Structural,  Inc.
("JLS") and Trailer Components, Inc. ("TCI"), Pennsylvania corporations based in
Aliquippa,  Pennsylvania,  for  $50  Million  plus  the  assumption  of  certain
liabilities (the  "Acquisition").  Simultaneously with the closing,  JLA changed
its name to J&L Structural,  Inc. JLS was a nationwide  independent  producer of
high  quality  lightweight   structural  steel  shapes  used  primarily  in  the
manufactured housing,  truck trailer and highway safety systems industries.  TCI
provided  secondary  services  to JLS which  are now  provided  by the  Ambridge
division of J&L.                                                                

         As part of the  Acquisition,  the assets of BESCC, the direct parent of
JLA, were  contributed  to JLA and BESCC changed its name to J & L Holding Corp.
("JLH").  Prior to the closing of the Acquisition,  BESCC redeemed its preferred
stock from the holder thereof in  consideration  for the issuance by the Company
of a Deferred  Purchase Money Note in the approximate  amount of $475,000,  said
amount  equal to the  stated  value for the  preferred  stock  plus the  accrued
dividends thereon, bearing interest at 11 percent and due December 15, 2002.    

         Also as part of the  Acquisition,  JLA distributed as a dividend to JLH
the  right  (which  JLA  acquired  from  JLS) to  acquire  a  38-acre  parcel of
undeveloped  land adjacent to the JLS rolling mill in  Aliquippa,  Pennsylvania.
JLH, in turn,  contributed the right to acquire the 38-acre parcel to Continuous
Caster  Corporation,  a newly-  incorporated  Delaware  corporation  ("CCC")  in
exchange for all of the common stock of CCC.  Shortly  thereafter,  CCC acquired
title to the 38-acre parcel, using funds which JLS had placed in escrow prior to
the Acquisition.                                                                

         Further information  regarding the Acquisition is contained in Form 8-K
filed by the Company with the  Securities  and Exchange  Commission on April 21,
1995, which is hereby incorporated by reference herein.                         

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J&L Structural, Inc.                                                            

         J&L is segmented into two distinct operating divisions,  J&L Structural
division ("J&L Structural") and Brighton, as a result of significant differences
in both  customers  and products.  J&L  Structural  is also  segmented  into two
separate  divisions  which includes the Ambridge  division  (formerly TCI). This
distinction  is due mainly to  separate  labor  contracts  which exist among the
employees of J&L  Structural.  The  Ambridge  division  provides  all  finishing
services required for J&L Structural  products.  The following  narrative on the
business will be segmented on this basis.                                       

J&L Structural Division                                                         

Products                                                      

                  J&L  Structural  is a  producer  of high  quality  lightweight
structural  steel shapes  (primarily  I-Beams)  which are used  primarily in the
manufactured housing, truck trailer, and highway safety systems industries.     

                  J&L Structural's products are monitored,  tested and inspected
throughout  the  manufacturing  process to ensure the tensile and yield strength
meet  applicable  industry or customer  specifications.  The  products  are also
inspected to ensure integrity of surface and dimensions.                        

       J&L Structural's product lines are described below:

                  JUNIOR(R) Beams are hot rolled lightweight steel beam sections
produced by rolling heated steel billets through J&L Structural's fourteen stand
rolling mill.  These  sections have been accepted by designers and engineers for
over half a century as the lightest hot-rolled  structurals in their size class.
JUNIOR(R) Beams are available in 3, 4, 6, 8, 10 and 12-inch  depths,  ranging in
weight  from 2.9 to 11.8  pounds  per  foot.  A total  of  fourteen  weights  of
JUNIOR(R) Beams are currently  available.  JUNIOR(R) Beams are manufactured in a
wide range of steel grades  including  conventional  and high  strength  steels.
Strict quality control at J&L Structural's  mill assures a homogeneous  product,
uniform in mechanical and chemical  properties and possessing  dimensions within
close rolling tolerance limits.  JUNIOR(R) Beams have the strength, light weight
and versatility to be used by makers of manufactured housing and truck trailers,
industrial and commercial  contractors and machinery  builders.  JUNIOR(R) Beams
are  primarily  used  by the  manufactured  housing  industry  as  undercarriage
structural support.                                                             

                  Crossmembers  are  fabricated  by the Ambridge  division  from
JUNIOR(R)  Beams.  Crossmembers  are used by the truck  trailer  and truck  body
industry  in  the  production  of  trailer  frames.  These  manufacturers  space
Crossmembers  along the  entire  length of the  trailer  to  provide  structural
support to the body and floor.                                                  

                  JUNIOR(R)  Channels  are  available  in four sizes and varying
weights.  They generally  weigh  significantly  less than the lightest  standard
structural steel shape of equal depth,  while exhibiting the  characteristics of
form and  constancy  of  dimension  offered  by a standard  hot-rolled  section.
JUNIOR(R)  Channels are preferred  over formed plate  channels since they assure
perfect fitting square                                                          

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corners and true  lines.  These  advantages  permit  flexibility  of design with
minimum weight and lower cost without sacrificing structural strength. JUNIOR(R)
Channels  offer   excellent   application   flexibility  in   architecture   and
construction,  particularly  in the  construction  of commercial  and industrial
stairways.  Additionally,  truck trailer manufacturers are able to reduce weight
in their finished product through the use of JUNIOR(R) Channels as side rails.  

                  Wide Flange Beams offer durability and economical installation
to  builders  of  highway  safety  systems as well as for  general  construction
applications.  On a pound-per-foot basis, J&L Structural's Wide Flange Beams are
among the lightest and lowest cost hot-rolled  steel  structurals  available for
highway guardrail posts.                                                        

                  Standard I-Beams are produced by J&L Structural in sections of
3" x 5.7 pounds  per foot and 3" x 7.5  pounds  per foot in the same  variety of
grades and lengths as  available  for its other  products.  The  lighter  weight
three-inch section is becoming  increasingly popular as a highway guardrail post
section.                                                                        

                  Split Tees (often  referred to as Split  Beams) are  JUNIOR(R)
Beams which are split  longitudinally  through  the web  section.  This  process
produces two identical T-sections which are used for ship hull reinforcement.   

                  J&L  Structural's  philosophy  from its  inception has been to
incrementally  expand its product offerings and capabilities  while, at the same
time, maintaining high levels of profitability. JLS added eleven products to the
original  seventeen  products  offered in November,  1987.  Revenues  from these
additional products accounted for 25 % of revenues for the period ended June 30,
1995.  The Company  expects to continue to add new  products,  new sizes  and/or
serve new markets on an  "incremental"  basis in the future.  For  example,  J&L
Structural is actively pursuing the possibility of rolling certain products in a
manner that would  reduce  their  current  weight per foot and/or  increase  the
products' engineered efficiency.  Management believes that a new rolling process
would have significant  market  implications,  since end users are interested in
cost savings through the use of lighter weight, structurally efficient products.

Suppliers                                                     

                  Steel billets,  J&L  Structural's  primary raw materials,  are
purchased from several domestic mini-mills and are delivered to J&L Structural's
mill by barge,  rail or truck.  J&L Structural  issues a billet quality standard
which must be met by all suppliers.  This standard includes  specifications  for
billet  chemistry,  dimension  and surface  quality.  J&L  Structural  typically
purchases billets from three main suppliers and four alternate  suppliers.  Over
one-half of J&L Structural's semifinished steel requirements are sourced through
Roanoke  Electric  Steel  Corporation  ("Roanoke").  J&L Structural is Roanoke's
largest customer and both companies believe there is significant  mutual benefit
in maintaining this relationship. The loss or reduction in capability of Roanoke
as a supplier would require J&L Structural to rely more heavily on other current
sources of semi-finished  steel and to potentially locate additional  suppliers.
However,  the supply of steel billets is a large market in which J&L  Structural
has several options and flexibility in terms of its source of supply.           

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         J&L has engaged a  consultant  to conduct a  preliminary  review of the
feasibility  of  constructing  a melt  shop/continuous  caster complex for J & L
Structural.  J&L will  seriously  consider such an undertaking if the results of
the preliminary review indicate that doing so would make economic sense.        

Marketing and Distribution                                    

                  J & L Structural focuses its marketing efforts directly on end
users  of its  products.  J&L  Structural's  primary  marketing  strategy  is to
position itself as a high-quality niche manufacturer of a variety of lightweight
structural  steel  products.  Customer  service and product  quality are pivotal
elements  of that  strategy.  J&L  Structural  maintains  close  ties  with  its
customers  and  their  markets.  Due to its  unique  mill  design  and  flexible
operating  schedule,  J&L  Structural  is able to change its mill  frequently at
minimal cost.  This allows for quick  response to customer  requirements,  while
maintaining  reasonable  inventory  levels.  As a  result,  J&L  Structural  has
established a record of superior  customer service which  differentiates it from
its competition.                                                                

                  J&L  Structural's  products are used in three primary markets:
manufactured housing, truck trailer  manufacturing,  and highway safety systems.
JUNIOR(R)  Beams are used  primarily by the  manufactured  housing  industry for
undercarriage  support frames.  Crossmembers  are used  principally by the truck
trailer and truck body industry.  JUNIOR(R) Channels are used primarily in truck
trailer  bodies and in commercial  and industrial  stairway  construction.  Wide
Flange  Beams and  Standard  I-Beams  are used  primarily  in highway  guardrail
systems.   Split  Tees  are  used  in  the   shipbuilding   industry   for  hull
reinforcements.                                                                 

                  J&L  Structural  maintains  a sales  force  of  five  salaried
employees,  two of whom are  stationed in the field and three in  Aliquippa.  In
addition,  in an effort to capitalize on growth in Latin  America,  particularly
the trailer industry,  J&L Structural has recently engaged a commissioned  sales
agent to handle new sales opportunities in Mexico and the rest of Latin America.

                  J&L  Structural   ships  to  customers  from  three  strategic
locations:   Aliquippa,   Pennsylvania;   Ambridge,   Pennsylvania;   and  Iuka,
Mississippi.  The  Mississippi  location is a down-river  public  warehouse that
charges J&L  Structural a fee for  unloading  barges and for  warehousing  beams
prior to shipping to customers in the Southeast.  J&L  Structural's  location in
the Mid-Atlantic region on the inland waterway system provides good proximity to
its  major  markets.   J&L  Structural's   barge  facility   provides  low  cost
transportation  for the  bulk  movement  of  JUNIOR(R)  Beams  to be sold to the
manufactured  housing  industry in  Alabama,  Mississippi,  Tennessee  and other
Southeastern  states.  Moreover,  Indiana,  North Carolina and  Pennsylvania are
leading  states in the production of  manufactured  homes and all are within one
day  truck  transportation.  Additionally,  Indiana  leads  the  country  in the
production  of  truck  trailers.  Over  85 % of J&L  Structural's  shipments  go
directly to an end user rather than a service center or steel distributor.      

                  Moreover,  J & L  Structural's  location  also  enables  it to
utilize  barge,  rail and truck lines to transport  both its raw  materials  and
finished  goods,  thereby  allowing it to be  responsive  to its  customers.  In
addition,  the Company is in the process of seeking an  additional  distribution
facility  in the  Southeast  in order  to  enhance  its  storage  capacity.  The
additional  storage capacity is also expected to lower J&L Structural's  freight
costs, giving it the ability to seek higher margins in that region.             

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Competition                                                   

                  J&L  Structural  competes  effectively  in all  of  its  major
product areas on the basis of product  quality,  customer service and price in a
number of niche markets  characterized by few  competitors.  Its location on the
Ohio River allows it to ship products to customers and obtain raw materials on a
more  cost-effective  basis than its  competitors  and provides it with expanded
geographic coverage in an industry which is largely regional.                   

                  While  J&L  Structural  has  competition  in all of its  major
product lines, the thin,  lightweight  sections J&L Structural  manufactures are
difficult to produce and therefore,  the number of competitors  producing  these
items  is  limited.   The  unique  design  and  relatively  small  size  of  J&L
Structural's mill enables it to efficiently produce thin,  lightweight profiles.
Under existing industry  configurations and considering the aggregate demand for
its niche products,  the Company  believes that  replication of J&L Structural's
unique mill design by other companies  wishing to compete in these markets would
not be  economical.  J&L  Structural's  small  powerful mill is better suited to
produce the items in its product line than larger mills  operated by competitors
that produce a broader range of products.                                       

                  J&L  Structural's  commitment  to providing a focused  product
line that is keyed off customer needs differentiates it from its competitors. In
particular,  J&L Structural: (i) provides superior service and consistently high
quality  products to its customers,  many of which purchase all or substantially
all of their requirements for lightweight steel shapes from J&L Structural, (ii)
maintains adequate  inventories and a flexible operating schedule which makes it
more  responsive  to customer  needs and market  conditions,  (iii)  focuses its
marketing  directly on end users,  (iv) relative to its competitors,  produces a
narrow, more focused range of products,  and (v) provides value-added  finishing
services to meet specific customer needs.                                       

                  Several  products  have  no  direct   competition   (i.e.,  6"
JUNIOR(R) Channel, 10 x 6.5# JUNIOR(R) Channel) and another (6" JUNIOR(R) Beams)
has  only  limited  foreign  competition.  Foreign  manufacturers  do not play a
significant role in the domestic structural markets which J&L Structural serves.

Employees                                                     

                  As of August 31, 1995, J&L Structural  employed a total of 292
employees.  The United  Steelworkers  of America  represents  approximately  188
employees at J&L  Structural  (excluding  the Ambridge  division)  under a labor
agreement  that  expires  in  November,  1996.  The  Ambridge  division  of  J&L
Structural and its 65 unionized  employees recently concluded  negotiations with
the United  Steelworkers of America on a five-year labor agreement with somewhat
lower  wage rates  than J&L  Structural.  The  Company  believes  that it has an
excellent  relationship  with  both  union  locals.  J&L  Structural  has  never
experienced a work stoppage,  has  experienced  few employee  grievances and has
very little employee turnover.                                                  

                  In connection with the  Acquisition,  the Company entered into
long-term  employment  agreements  with  Howell  Breedlove,  James Howe and Carl
Snyder,  the  principal  owners and  executive  management  of JLS and TCI.  The
Agreements  provide for  employment  periods for each  extending  through March,
2000.  Each  of the  agreements  provides  for  base  and  additional  incentive
compensation and other benefit plans generally available to management employees
of J&L Structural.                                                              

Backlog                                                       

                  The backlog of unfilled  orders for J&L  Structural  typically
averages less than 60 days.  This remains the case even in strong markets due to
frequent product rollings and adequate finished  inventory levels that allow J&L
Structural's customers to work within a short time frame. As of August 31, 1995,
J&L Structural had firm open orders  totaling  $8,677,000.  This compares with a
backlog of $4,836,000 at the same date in 1994.                                 

                  The winter months are generally slower activity months for J&L
Structural due to the seasonality of the  manufactured  housing consumer markets
and significant seasonal reductions in highway construction and repair programs.

Environmental Compliance                                      

                  U.S. steel producers, including J&L Structural, are subject to
stringent   Federal,   state  and  local   environmental  laws  and  regulations
concerning,  among other things, air emissions, waste water discharge, and solid
and hazardous waste disposal.  The Company can be expected to spend  substantial
amounts for  compliance  with these  environmental  laws and  regulations in the
future.                                                                         

                  No significant  environmental  problems have arisen concerning
the use or  operation  of J&L  Structural's  facilities  or the  conduct  of its
business.                                                                       

Brighton Electric Steel Casting Division                                        

Products                                                      
                  The  principal  product  manufactured  by  Brighton is piercer
points,  which  are  disposable  tooling  used  by  the  steel  industry  in the
production of seamless steel tubes.  Piercer points are  bullet-shaped  castings
which are driven  into the core of heated  steel  billets  and,  therefore,  are
central  in  the  manufacturing  process  of  seamless  steel  tubing  products.
Generally, seamless tubes are required in applications where welded seamed tubes
lack  rigidity  and  structural  strength.  Seamless  tubing has a multitude  of
applications  ranging from oil  production  to bearings  used in the  automotive
industry. The most common uses of seamless tubes are as follows.                

Product                                         Application   
Ball Bearing Rings                                   Industrial                 
Drive Shaft Parts                           Truck and Automotive                
Structural Components                       Heavy construction                  
                                     and land moving equipment
Fluid  Transmission Lines                   Oil, gas chemicals                  
Structural Supports                                  Construction               
Casting Pipe                                         Oil and Gas Exploration    
Transmission Pipe                           High pressure fluid applications    
                                  (i.e. chemical plants)

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                  The Company  believes that Brighton is the largest producer of
small  piercer  points (1 to 250  pounds) in the United  States.  Brighton  also
produces  piercer  points up to 400  pounds.  In  addition  to  piercer  points,
Brighton  supplies high alloy grate bars used by the steel industry,  as well as
hi-mill castings and equalizer plates used in the suspension  systems of railway
cars. Brighton's  manufacturing  capabilities provide it with the opportunity to
develop new markets for its molded alloy steel castings.                        

                  The   manufacturing   process  at  Brighton  begins  with  the
production of a pattern. Brighton relies to a great extent on an outside pattern
shop.  Once  a  pattern  is  produced  a  mold  is  manufactured  at  Brighton's
facilities.  Molten metal is then poured into the mold, allowed to cool and then
"shaken"  free of the mold to  complete  the  finished  product.  From this step
Brighton may heat the molded metal product in one of its  annealing  ovens after
which it is machined to final tolerances.                                       

                  The piercer  points are usable by customers for only a limited
amount of  production  before  they  become  too worn for the  process.  In some
processes,  two piercer points are used for larger seamless tubes.  Depending on
the process and materials used to manufacture  seamless  tubing, a piercer point
generally has a useful life of between two to 750  manufacturing  runs before it
must be  replaced.  Used  piercer  points  are then  returned  to  Brighton  for
remolding  into  other  piercer  points.  The  seamless  and  scrap  metals  are
inexpensive raw materials to Brighton.                                          

Suppliers                                                       

                  Brighton  purchases  a  variety  of raw  materials,  including
alloys  (such as chrome,  nickel,  molybdenum  and  tungsten),  foundry sand and
grinding materials.  Brighton currently has strong and established relationships
with all of its major  suppliers of raw materials.  Brighton has not experienced
any  problems in  obtaining an adequate  supply of raw  materials at  reasonable
prices and it expects the  availability  of future  supplies  to be  sufficient.
Nevertheless,  limited supplies of these raw materials and/or extraordinary high
prices for such  materials  could cause  Brighton to, among other  things,  lose
business by failing to meet demand,  squeeze its profit margins and/or encourage
the use of substitute products.                                                 

Marketing and Distribution                                    

                  Brighton has 80% of the small piercer  points  business in the
United States and excels in providing  quality  service and  products.  However,
Brighton's customer base is limited.  Essentially, the customer base consists of
seven major accounts which account for approximately 90% of Brighton's revenues.
A major loss of one or more of its accounts or a significant reduction in demand
by the steel  industry  would have a  significant  adverse  impact on Brighton's
profitability.                                                                  

                  Brighton sells to and services its customers directly with its
own  personnel.  In its  effort to expand  beyond  its  piercer-point  business,
Brighton has in recent years engaged two manufacturing representative firms. The
diversification effort has increased its new non-piercer point sales from 15% of
total  sales in fiscal year 1989 to  approximately  28% of total sales in fiscal
year 1995. In addition,  the enhanced sales and marketing  effort has created an
increased  market  awareness of Brighton's  capabilities in producing  specialty
high alloy steel castings.                                                      

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Competition                                                   

Brighton has limited competition in the small piercer point (1 to 250 pounds)   
market.  Its onlycompetition is Columbiana Foundry ("Columbiana") based in      
Columbiana, Ohio whichproduces a wide  variety of castings,  including  piercer 
points.  In the past, Columbiana has focused its efforts on producing larger    
piercer points.                                                                 

Employees                                                     

                  As of  August  31,  1995,  Brighton  employed  a  total  of 21
employees.  Sixteen  of  Brighton's  personnel  are  represented  by the  United
Steelworkers  of America under a contract  which expires in December  1997.  The
Company considers its employee relations at Brighton to be good.                

Backlog                                                       

                  Brighton typically ships products within 30 days of receipt of
an order. As such, Brighton does not maintain a significant backlog of unshipped
orders.  As of August 31, 1995 Brighton had firm open orders totaling $ 416,000.
This  compares to a backlog of $423,000 at the same date in 1994.  Brighton does
not consider its business to be seasonal.                                       

Environmental Compliance                                      

                  Brighton operates with several environmental permits issued by
the  Pennsylvania   Department  of  Environmental   Resources.   No  significant
environmental problems have arisen concerning the use or operation of Brighton's
facilities  or the  conduct  of its  business.  However,  a change in the law or
regulations at either the federal,  state or local level could adversely  impact
the operations of Brighton.                                                     

Hupp Industries Inc.                                                            
DCM Corporation (a wholly owned division of Hupp Industries, Inc.)              

Products                                                      

                  The product  line  manufactured  by Hupp  consisted  mainly of
commercial air conditioning  products as well as fuel-fired heaters manufactured
exclusively for military applications.                                          

                  Due to  continuing  operating  losses  as well as poor  market
reception for its newly  designed SCAV units,  Hupp decided to  discontinue  the
manufacture of air  conditioning  products during fiscal 1994. This decision did
not affect the fuel fired  heater  operations.  Previous to this  decision  Hupp
manufactured  two main air  conditioning  product lines:  the mini split and the
self -contained,  air-cooled,  vertical air conditioning  package (SCAV).  These
products were sold primarily for installation in large commercial  settings such
as  offices,   shopping  malls,  industrial  buildings,   light  commercial  and
industrial  renovations,  small computer and  communication  equipment rooms and
government and military facilities.                                             

                  The  decision  to  discontinue   the  operations  of  the  air
conditioning  products resulted,  in the case of the mini split, from continuing
competition from foreign manufactured goods which were, in some instances,  sold
at prices below Hupp's cost to produce.  In the case of Hupp's SCAV  production,
certain key OEM accounts  determined  to cease  offering the product line and in
one case shifted suppliers from Hupp to an alternative  supplier.  Hupp made the
decision to cease production,  sell off the attendant assets and concentrate its
efforts on fuel fired heaters, electrical motors and mobile products.           

         Hupp's DCM division produced over 250 standard models of direct current
low voltage (twelve to thirty six volts) fractional horsepower motors.          

Suppliers                                                     
                  Hupp  purchased a variety of raw  materials  and parts used in
the  assembly  of  manufactured  goods.  During  the  period,  Hupp  experienced
shortages of supplies,  due primarily to lack of working capital. Many suppliers
required cash in advance or COD payment.                                        

Marketing and Distribution                                    

                  Hupp marketed its products to original equipment manufacturers
(OEM's) as well as through its own distribution channels. Generally,  electrical
motors were distributed  through various  distributors as well as through direct
sales by company employees. Mobile products were sold to OEM accounts as well as
through distributors.                                                           

Competitors                                                   

                  Hupp had strong  competition for all of its product lines from
a variety of companies many of which had far greater resources than Hupp.       

Employees                                                     

                  As of June 30, 1995,  neither  Hupp nor DCM had any  employees
having terminated all employees as a result of the secured party sale on October
27, 1994.                                                                       

Environmental Compliance                                      

                  Hupp  operated its  facilities  and  conducted its business in
substantial   compliance   with  all   applicable   federal,   state  and  local
environmental laws and regulations.                                             

Financial Information Regarding Industry Segments and Foreign and Domestic      
Operations                                                                      

         Financial information about the Company's various industry segments and
its foreign and domestic  operations and export sales is contained in Note 14 of
the Notes to the Consolidated  Financial  Statements of the Company contained in
item 8 of this Form 10-K, which is hereby  incorporated by reference herein. The
Company's  continuing  operations do not currently have significant export sales
nor any foreign operations.                                                     

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ITEM 2. PROPERTIES                                                              
         CPT's  principal  executive  offices  were  formerly  located  at  1140
Connecticut Avenue,  N.W., Suite 1201,  Washington,  D.C. in approximately 2,000
square  feet of office  space,  the lease for which  expires in May of 1998.  On
November 1, 1994 the Company moved its executive offices to 1430 Broadway,  13th
Floor,  New York, New York. The New York offices are occupied under a subleasing
arrangement  on a month to month  lease.  Efforts are  underway to sublease  its
former offices in Washington, D.C.                                              

         The Company's facilities include:(i) J&L Structural - a reheat furnace,
a unique  close-tolerance  fourteen  stand  continuous  rolling mill, a hot bed,
straighteners,   and  sawing,   stacking  and  bundling  facilities  located  on
approximately 33 acres on the Ohio River in Aliquippa,  Pennsylvania,  with over
265,000 square feet under roof and an adjacent barge loading facility;  (ii) J&L
Structural's  Ambridge  division - a  fabricating  facility  located in a leased
facility  in  Ambridge,  Pennsylvania,  approximately  five  miles from the main
facilities;  and (iii) Brighton's headquarters and manufacturing plant, a 25,000
square foot facility , located in Beaver Falls,  Pennsylvania,  approximately 10
miles from J&L Structural.                                                      

         CCC holds  title to 38 acres of  undeveloped  land  adjacent  to J&L in
Aliquippa,  Pennsylvania. Under the agreement by which this parcel was acquired,
the  Beaver  County  Corporation  for  Economic  Development  has the  right  to
repurchase  the parcel within a certain time period for an amount  approximating
the purchase price plus all environmental testing and remediation costs incurred
by CCC and its affiliates  with respect to the property if CCC or its affiliates
have  not  placed  orders  for  equipment  to be used  in  connection  with  the
construction of a melt shop and continuous caster on the property.  The property
was  acquired  subject  to an  agreed  order  between  CCC and the  Pennsylvania
Department of  Environmental  Protection  which requires CCC to perform  certain
environmental  remediation at a cost which is not  anticipated to be material to
the consolidated financial statements.                                          

         Hupp occupied approximately 88,000 square feet in a facility located in
Cleveland,  Ohio.  DCM's  headquarters  and  55,000  square  foot  manufacturing
facility  was  located in Valley  City,  Ohio ( a  Cleveland  suburb).  The Hupp
facility was leased for a term of 5 years  ending July 31, 1998.  On October 10,
1994,  Hupp  entered  into an  agreement  with its  landlord  to turn the leased
premises  back to the  landlord  without  any further  liability  to Hupp beyond
December,  1994.  DCM's facility was also leased for a term of 5 years ending on
February 28, 1995. It is believed that the purchaser of Hupp's assets negotiated
a new lease with the landlord on this facility.                                 

ITEM 3. LEGAL PROCEEDINGS                                                       
         The  Industrial  and Allied  Employees  Union Local No. 73 Pension Plan
(the  "Plan")  issued a claim  for  payment  of  withdrawal  liability  totaling
approximately $870,000 under Section 4219 of ERISA against Hupp, the Company and
all "controlled group members", as a result of Hupp's cessation of contributions
to the Plan following the discontinuance of Hupp's business in October 1994. The
Company feels that it has meritorious  defenses against this claim, and in order
to preserve the right to challenge the claimed  liability,  the Company has been
making monthly installment  payments to the Plan of approximately  $25,000 since
March 1995. The Company has recorded an accrual totaling $200,000 as of June 30,
1995, in accordance  with the  requirements  of Financial  Accounting  Standards
Board Statement No. 5 - Accounting for Contingencies.  Management  believes that
the  effect of the  ultimate  resolution  of this claim will not have a material
adverse impact on the financial position or results of the Company.             

         The  Company is a party to  several  lawsuits  arising in the  ordinary
course of its business.  The Company's management and legal counsel believe that
there are valid  defenses  to the claims  being  asserted.  While the  Company's
ultimate  liability with respect to these lawsuits  cannot be determined at this
time,  management  believes  the  resolution  thereof  will not have a  material
adverse effect on the financial position of the Company.                        

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     
NONE                                        

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                                           PART II

ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS  

         Between September 1992 and August 1994, CPT's Common Stock was included
in the NASDAQ Small Cap Market,  also known as the NASDAQ  System.  In August of
1994, the Common Stock of CPT was delisted from the Small Cap Market for failure
to meet the  minimum bid price of $1.00.  Since  August of 1994,  the  Company's
Common Stock has traded over-the-counter with quotations for the stock available
in the "pink  sheets"  or through  the  over-the-counter  Bulletin  Board of the
National Association of Securities Dealers, Inc.                                

         The following table sets forth for each of the periods  indicated,  the
range of the high and low bid  prices  for CPT's  common  stock,  rounded to the
nearest 1/64 of a dollar, based on quotations obtained from the NASDAQ Small Cap
Market and through the over-the-counter bulletin board.                         

                                 Fiscal 1995
                                  High                 Low
First Quarter (7/1-9/30/94)                $ 1.25                $.38           
Second Quarter (10/1-12/31/94)               1.13                 .25           
Third Quarter (1/1-3/31/95)                  1.13                 .50           
Fourth Quarter( 4/1-6/30/95)                 3.25                 .56           

                                 Fiscal 1994

                                  High                 Low

First Quarter (7/1-9/30/93)                 $2.13               $1.37           
Second Quarter (10/1-12/31/93)               1.37                 .50           
Third Quarter (1/1-3/31/94)                  1.13                 .50           
Fourth Quarter (4/1-6/30/94)                 1.00                 .50           

         The  quoted bid  prices  reflect  inter-dealer  prices  without  retail
mark-ups,  mark-downs,  or commissions  and may not  necessarily  reflect actual
transactions.  As of August 31,  1995,  there were  approximately  3,935  common
stockholders.                                                                   

Dividend Policy                                               

         CPT has not paid any cash dividends on its common stock within the last
two fiscal years and has no plan to pay any dividends in the foreseeable future.

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ITEM 6.  SELECTED FINANCIAL DATA                                                
          (in thousands except per share data)

Selected Income Statement Data (1)(2)(3):                     

                                                        · Enlarge/Download Table

                                                                                         Predecessor 
                                                       Successor Company                    Company  
                                             1995     1994            1993      1992          1991   

                                                                                                     
Total revenue                             $31,208     $5,785         $3,739    $1,353        $12,682 
(Loss) income before income                                                                          
    taxes                                      21        232           (199)      (75)       (20,554)
(Loss) income from operations                                                                        
    of discontinued subsidiaries             (553)    (2,201)        (2,009)   (1,893)         -     
Net gain (loss) on disposal of                                                                       
    discontinued subsidiaries               2,129     (6,371)         1,600      -             -     
 (Loss) income before income taxes                                                                   
    and extraordinary items                 1,986     (8,340)          (608)   (1,968)       (20,554)
Gain on extraordinary item                  3,527       -               -         -           34,257 
Net income (loss)                           5,513     (8,340)          (608)   (1,968)        13,678 

Earnings (loss) per share assuming full dilution:                                                    
    From continuing operations       $       .23     $   .15        $  (.13)  $  (.06)      $  (5.60)
    From discontinued operations             .81       (5.67)          (.28)    (1.61)             - 
    Extraordinary items                     1.82         -               -       -              9.34 
Net earnings (loss) per share            $  2.86     ($ 5.52)       $  (.41)  $ (1.67)       $  3.74 
Weighted average common and common                                                                   
    equivalent shares outstanding (000)    1,935       1,510          1,510      1,174         3,668 

Selected Balance Sheet Data (3):                                                                     

Total current assets                     $ 19,951   $  5,045       $  6,957    $  5,929        7,165 
Total assets                               61,203      8,431         14,311       8,052        7,165 
Current liabilities                        16,041     11,857          9,280     3,659          2,974 
Long-term obligations, net of                                                                        
    current portion                        52,339      2,500          2,448     1,502          1,147 
Redeemable preferred stock                 -             350            350       350           -    
Common shareholders equity                                                                           
  (deficit)                                (9,671)    (6,472)         1,868     2,538          3,044 

         (1) Earnings  (loss) per share amounts for periods prior to fiscal 1992
have been  restated to give effect to the  distribution  of  2,174,975  original
shares  (prior  to the  one-for-eleven  reverse  stock  split)  pursuant  to the
Bankruptcy  Court  order as  amended  on October  29,  1992.  See Note 10 to the
Consolidated Financial Statements.                                              

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         (2) As a result of the final  discontinuance  of operations for Hupp as
of October 27, 1994, the consolidated  statements of operations for fiscal years
ended  June 30,  1994 and 1993 have been  restated  to  reflect  the  results of
operations of Hupp as discontinued  operations.  See Note 1 to the  Consolidated
Financial Statements.                                                           

         (3) On April 6, 1995,  an indirect,  majority-owned  subsidiary  of the
Company acquired the business and substantially all of the assets of JLS and TCI
as discussed in Note 4 to the Consolidated Financial Statements. The acquisition
was accounted  for as a purchase and the results of operations  for the acquired
assets from the date of acquisition  (April 6, 1995) through June 30, 1995, were
included in the Company's  consolidated  statement of operations  for the fiscal
year ended June 30, 1995.                                                       

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

Significant Events                                                              

         On October 27, 1994, due to continuing operating losses,  Hupp's senior
lender proceeded with a secured party sale of the assets of Hupp to an unrelated
party.  As a result,  all operations of Hupp and its  wholly-owned  division DCM
were discontinued shortly thereafter. The loss from the final discontinuation of
operations has been reflected in the year-end  financial  statements and results
for the previous fiscal years ended June 30, 1994 and 1993 have been restated to
show the  discontinuation.  In  addition,  on July 24,  1995, a final decree was
issued by the  Bankruptcy  Court for the  Northern  District of Ohio closing the
Chapter 11 case filed by Hupp prior to the Company's  acquisition  of Hupp. As a
result, certain notes payable, unsecured creditor obligations and administrative
claims totaling  approximately  $3,527,000  were forgiven.  This amount has been
recorded  in  the   Company's   consolidated   statement  of  operations  as  an
extraordinary item for the period ended June 30, 1995.                          

         On April 6, 1995,  JLA, an indirect  majority-owned  subsidiary  of the
Company,  acquired the business and  substantially  all of the assets of JLS and
TCI as discussed in Note 4 to the Consolidated Financial Statements. JLS and TCI
were  specialty  manufacturers  of high quality,  lightweight  structural  steel
shapes used  primarily in the  manufactured  housing,  truck trailer and highway
safety systems  industries.  The results of operations  for the acquired  assets
from the date of  acquisition  (April  6,  1995)  through  June 30,  1995,  were
included in the  consolidated  statement of operations for the fiscal year ended
June  30,  1995.  The  assets  of  BESCC  were  also  contributed  to JLA on the
acquisition date, and therefore,  the results of operations for BESCC subsequent
to April 6, 1995 are reported as a division  (Brighton)  within the newly formed
subsidiary,  J&L. Further information  regarding the Acquisition is contained in
Form 8-K filed by the Company with the  Securities  and Exchange  Commission  on
April 21, 1995, which is hereby incorporated by reference herein.               

         During the fiscal year, the operations of  BESCC/Brighton  continued to
show  improvement  over the  previous  fiscal  year.  Management  believes  that
BESCC/Brighton's  results  are  indicative  of the  general  upturn in the steel
industry  as a whole and their  ability to retain and grow  market  share due to
their constant focus on product quality and customer service.                   

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Results of Operations                                                           

         Revenues:  The Company recorded revenues of $31,208,000 for fiscal year
1995, which includes $25,148,000 of revenues  attributable to J&L Structural and
$6,060,000  attributable to  BESCC/Brighton.  This compares to BESCC revenues of
$5,785,000  and  $3,739,000  for  fiscal  years  1994  and  1993,  respectively,
representing 4.8% and 54.7% increases, respectively, ignoring the effects of the
Acquisition in fiscal 1995.  During fiscal 1994, BESCC became a sole supplier to
a significant  customer  which  accounts for the majority of the sales  increase
between  fiscal 1994 and fiscal  1993.  Further  increases  experienced  are the
result of further market penetration.                                           

         Gross  Margins:  Gross margins as a percentage  of total  revenues were
16.9%, 26.7% and 27.3% for fiscal years 1995, 1994 and 1993, respectively. Gross
margins for J&L  Structural  for the period ended June 30, 1995 were 14.9%,  and
for BESCC/Brighton  for the fiscal year ended June 30, 1995, were 25.1%.  During
fiscal 1995  BESCC/Brighton  experienced  significant  increases in raw material
costs which were only partially offset by pricing  increases  resulting in lower
gross  margins.   J&L   Structural's   margins  were   negatively   impacted  by
approximately $560,000 due to one-time charges relating to the Acquisition.     

         Selling,  General and  Administrative  Expenses:  Selling,  general and
administrative expenses totaled $3,169,000, $1,466,000 and $1,272,000 for fiscal
years 1995, 1994 and 1993,  respectively.  Selling,  general and  administrative
expenses for J&L Structural for the period from the Acquisition to June 30, 1995
totaled  $1,799,000 while the same type of expenses for  BESCC/Brighton  and CPT
combined  for  the  fiscal  year  ended  June  30,  1995   totaled   $1,370,000.
Approximately  $500,000 of J&L Structural's  selling,  general and              
administrative expenses related to one-time acquisition costs.                  

         Discontinued Operations:  In fiscal 1995 and 1994, the Company recorded
a loss from  discontinued  operations of $553,000 and $2,201,000,  respectively,
and a gain and  loss on the  disposal  of the  discontinued  operations  of Hupp
totaling   $2,129,000  and   ($6,371,000),   respectively.   These  results  are
attributable  to the final  discontinuation  of Hupp business as a result of the
secured  party  asset sale on October  27,  1994,  and a  previous  decision  to
discontinue the air conditioning  segment of the Hupp business in February 1994.
Likewise,  fiscal year 1993 has been restated to reflect the  discontinuation of
Hupp's  business  which resulted in a loss from  operations of the  discontinued
business of $2,009,000.                                                         

Liquidity and Capital Resources                                                 

         The Company's cash flow from operating  activities totaled  $3,056,000,
$368,000 and  ($2,272,000)  for the fiscal  years ended June 30, 1995,  1994 and
1993,  respectively.  The  significant  improvement in cash flow from operations
over this period was due mainly to the discontinuance of Hupp operations and the
Acquisition.                                                                    

         The Company's  cash flows from  financing and investing  activities was
comprised  almost  exclusively  of  sources  and  uses of cash  relating  to the
Acquisition. See the Company's Consolidated Statements of Cash Flows included in
the Consolidated Financial Statements.                                          

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         J&L has recently signed a contract for turnkey development, fabrication
and  installation  of a new reheat furnace by May 1996. The total estimated cost
of the project is  approximately  $8,100,000 of which a downpayment  of $710,000
was made during  September 1995.  Funding for this project will be provided from
Pennsylvania  Industrial  Development  Authority  (PIDA)  loans in the amount of
approximately $400,000 which are currently approved, a Capital Expenditures Line
of Credit from the  Company's  Senior  Lender  totaling  $3,000,000  and working
capital. See Note 9 to the Consolidated Financial Statements.                   

         Cash and cash equivalents totaled $972,000,  $294,000 and $64,000 as of
June 30, 1995, 1994 and 1993, respectively.  Although the Company's total equity
represents a deficit of approximately  $9,671,000,  this position is due largely
to the  previous  poor  performance  of  discontinued  operations  and the basis
adjustment  for the  leveraged  Acquisition  during  fiscal  1995  (refer to the
Statement  of Charges in  Shareholder's  Equity  (Deficit)  in the  Consolidated
Financial  Statements).  Cash flow from operations was significant during fiscal
1995, and management  expects that the Company's near term capital  requirements
for  operating  expenses  and  payment of current  liabilities  will be financed
through  cash flow from  operations  and a Revolving  Credit  Facility  from the
Company's Senior Lender. See Note 9 to the Consolidated Financial Statements.   

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                         

INCLUDED IN ITEM 14                             

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

NONE                                                          

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                                            PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

         The names,  ages and positions of the directors and executive  officers
of CPT as of August 31, 1995 are as follows:                                    

Name                 Age                                Positions             

Richard L. Kramer     46   Chairman of the Board, Director and Secretary of CPT 
William L. Remley     44   President, Treasurer and a Director of CPT           
John D. Mazzuto       45   Director of CPT                                      
Richard C. Hoffman    47   Assistant Secretary                                  

Mr. Kramer has served as Chairman of the Board and Secretary of the Company     
since January 3, 1992.  For more than the past five years, Mr. Kramer has       
served as Chairman of the Board and as a director of Republic Properties        
Corporation, a private real estate development firm.  Since 1988, Mr. Kramer    
served as Chairman of the Board of Sunderland Industrial Holdings Corporation,  
a private holding company in various industrial manufacturing businesses.       
Mr. Kramer is also Chairman of the Board of Weldotron Corporation, Chairman of  
the Board of Texfi Industries, Inc., and Chairman of the Board and Secretary    
for Mentmore Holdings Corporation ("Mentmore")                                  

Mr. Remley has served as a Director, President and Treasurer of CPT since       
January 3, 1992.  Since 1988, Mr. Remley has served as Vice Chairman of         
Sunderland Industrial Holdings Corporation, a private holding company in        
various industrial manufacturing businesses.  Mr. Remley is also Vice Chairman  
and Chief Executive Officer of Weldotron Corporation; Vice Chairman, Chief      
Executive Officer and President and a  Director of Texfi Industries, Inc.; the  
sole Director and Executive Officer of Trinity Investment Corp. ("Trinity");    
the sole Director and Executive Officer of Ascott Wing, Inc.("Ascott Wing");    
a Trustee for The A.J. 1989 Trust and a Director, President and Treasurer of    
Mentmore.                                                                       

Mr. Mazzuto has served as a Director of CPT since January 1993. Mr. Mazzuto is  
Chairman of Greystone Partners which provides investment banking services       
focused on clients' capital structuring or restructuring needs.  Before becoming
Chairman of Greystone, Mr. Mazzuto was President and Chief Executive Officer of 
North American operations of Asian Oceanic Group ("AOG").  Prior to joining AOG,
Mr. Mazzuto was a Managing Director of Corporate Finance at Chemical            
Bank.  Mr. Mazzuto also serves as Chairman of Communications Group, Inc.        
Mr. Mazzuto is a Director of Weldotron Corporation and Texfi Industries, Inc.   

       Mr. Hoffman is a licensed attorney who has served as General  Counsel
of the Company  since January, 1995 and Assistant Secretary since July, 1995.   
He is also President of InterUrban Management, Inc., a real estate brokerage and
management company in Dallas, Texas.  He is currently practices law as Richard  
C. Hoffman P.C. in Greenwich, Connecticut.                                      

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ITEM 11. EXECUTIVE COMPENSATION                                                 

         The following table sets forth the compensation  paid to Mr. William L.
Remley for the fiscal  years  1993,  1994 and 1995,  as the only paid  executive
officer of the Company.                                                         

                                                                · Download Table


                        Annual Compensation                             

                                                                        
Name and                             Salary       Bonus    Other Annual 
Principal Position  Year                 ($)          ($)   Compensation
            (a)       (b)                (c)          (d)          (e)  
William L. Remley   1995              $25,000(1)      -0-          -0-  
     President      1994              $50,000         -0-          -0-  
                    1993              $50,000         -0-          -0-  

         In fiscal 1995, no director received fees for the attendance at Company
Board meetings.  However, beginning July 1995, all directors of the Company will
receive director's fees in the amount of $12,000.00 annually.                   

    (1) Reflects the period from July 1,1994 through December 31,1994.
Mr. Remley ceased receiving compensationthereafter.                             

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Norwest  Bank  Minnesota,  N.A.  ("Norwest")  serves as escrow agent of
certain  shares of the  Company's  Common  Stock for the  benefit  of holders of
"Allowed  Claims"  and for  the  benefit  of  stockholders  of CPT  Corporation,
pursuant to the Reorganization Plan. As escrow agent, Norwest held approximately
353,525  shares of Common Stock for the benefit of such persons as of August 31,
1995.                                                                           

         The following  table sets forth certain  information,  as of August 31,
1995,  with respect to the  beneficial  ownership of Common Stock by each person
who is known by the  Company  to own  beneficially  more than 5% of  outstanding
shares of CPT's Common  Stock,  by each director of CPT, and by all officers and
directors as a group:                                                           

                                                                · Download Table

                                                   Number of Shares  Percent of
                                                       Beneficially   Common   
                                                                               
Name                                                   Owned (1)         Stock 
Richard L. Kramer                                        -0-             -0-   
William L. Remley                                        -0-             -0-   
John D. Mazzuto                                          -0-             -0-   
Ascott Wing, Inc. (2)                                      604,586      17.22% 
Trinity Investment Corp.(3)(4)                            2,072,500     59.04% 
Halton House Limited(2)(4)(5)                             2,677,086     76.27% 
The Halton Declaration of Trust(2)(4)(5)                  2,677,086     76.27% 
Gary R. Siegel(2)(4)(5)                                   2,683,086     76.44% 
All Directors and Officers as a group                     2,677,086     76.27% 
    (4 persons including those named above)(4)(6)                              

         (1) The  Persons  named in the table have sole  voting  and  investment
power with respect to all shares of Common Stock shown as beneficially  owned by
each of them,  subject to community  property laws,  where  applicable,  and the
information contained in other footnotes to the table.                          

  (2) The principal offices of Ascott Wing, Inc. ("Ascott") are at
1430 Broadway, 13th Floor, New York, New York 10018.  Halton House Limited,     
owns all of the outstanding stock of Ascott.  Halton House Limited's principal  
offices are located at c/o Coutts and Company (Bahamas) LTD., P.O. Box N7788,   
West Bay Street, Nassau, Bahamas.  William L. Remley is the sole director and   
executive officer of Halton House Limited.  The Halton Declaration of Trust     
("Halton Trust") whose principal address is c/o Coutts and Company (Bahamas)    
LTD, P.O. Box N7788, West Bay Street, Nassau, Bahamas, is the majority owner    
of Halton House Limited.  All powers with respect to investment voting          
securities beneficially owned by Halton Trust are exercisable by Gary R.Siegel, 
protector under the constituent documents of Halton Trust.  Mr. Siegel's        
business address is 1615 L Street, N.W., Washington, D.C.  20036.  Mr. Siegel is
an attorney with Tucker, Flyer and Lewis, a professional corporation at that    
address.                                                                        

         (3) The principal offices of Trinity are at 1430 Broadway,  13th Floor,
New York, New York 10018. Halton House Limited owns all of the outstanding stock
of  Trinity  (see Note 2 above).  William  L.  Remley is the sole  director  and
executive officer of Trinity.                                                   

       (4) Includes 2,000,000 shares that could be acquired upon exercise of
a Warrant at an exercise price of $1.00 per share.                              

     (5) Includes shares owned by Ascott and shares subject to a Warrant
owned by Trinity (see Note 4 above).                                            

         (6) Includes shares over which Mr. Remley may be deemed to share voting
and investment power (see Notes 2 and 3 above).                                 

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                

         On April 1, 1995, the Company  entered into a new Credit  Agreement and
Security  Agreement with Trinity  wherein Trinity agreed to loan the Company the
principal  amount of $6,730,000 for the purpose of making a required  $5,000,000
equity  capital  infusion to JLH in order to consummate  the  Acquisition of the
assets of JLS and TCI, to retire the  existing  Variable  Rate  Debenture of the
Company  to Trinity in the  amount of $ 900,000  dated  February  5, 1993 and to
satisfy and retire  certain  other  short-term  obligations  of the Company plus
accrued interest. Included within the new Credit Agreement was the following:   

         1. A fixed rate  Debenture  of the  Company  dated  April 1, 1995 under
         which the Company promises to pay Trinity,  or any subsequent holder of
         the Debenture, the principal sum of $6,730,000, plus accrued and unpaid
         interest at the fixed rate of 13% per annum and costs provided therein,
on or before December 15, 2002.                               

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         2. A Warrant Purchase  Agreement dated April 1, 1995 by and between the
         Company and  Trinity,  in which (i) CPT granted to Trinity  Warrants to
         purchase up to  2,000,000  shares of the common stock of the Company at
         an exercise  price of $ 1.00 per share,  (ii) the Company  made certain
         representations to Trinity regarding its capitalization,  the shares of
         Common  Stock  outstanding,  the  authorization  of the Warrant and the
         continued truth and accuracy of  representations  of the Company in the
         new Credit  Agreement  and  Security  Agreement  , (iii)  Trinity  made
         certain  representations  to  the  Company,  including  representations
         regarding  the  status of the  Warrant  (and the  underlying  shares of
         Common  Stock,  if  issued)  as  "restricted  securities"  due  to  the
         anticipated  issuance of such  securities  pursuant to exemptions  from
         registration under the Securities Act of 1933, as amended, and (iv) the
         Company granted Trinity certain rights to receive financial information
         and reports of the Company and to inspect the assets, properties, books
and records of the Company and its subsidiaries.              

         3.  Security  Agreement  dated  April 1, 1995,  between the Company and
         Trinity  in which  the  Company  pledged  all of its  shares  of JLH to
         Trinity as collateral for the performance of its obligations  under the
new Credit Agreement.                                         

                  Trinity has its principal  business and  executive  offices at
1430 Broadway,  13th Floor, New York, New York 10018.  Trinity is engaged in the
investment  business.  William L. Remley,  is the sole  director  and  executive
officer of Trinity.                                                             

                  Halton House Limited, a Bahamian Corporation,  owns all of the
outstanding  capital stock of Trinity and Ascott Wing. Halton House Limited is a
holding       company      with       interests      in      investment      and
industrial/manufacturing/technology  companies.  William  L.  Remley is the sole
director and executive officer of Halton House Limited.  Halton House Limited is
owned  beneficially by The Halton  Declaration of Trust which is a trust created
under the laws of the Bahamas. As of August 31, 1995, all powers with respect to
investment or voting securities  beneficially owned by The Halton Declaration of
Trust  are  currently  exercisable  by  Gary  R.  Siegel,  protector  under  the
constituent documents of The Halton Declaration of Trust.                       

                  Mentmore has its principal  business and executive  offices at
1430  Broadway,  13th Floor,  New York,  New York,  10018.  Mentmore  engages in
investment banking and corporate management services.  Mr. Kramer is Chairman of
the Board and Secretary of Mentmore. William L. Remley is a Director,  President
and Treasurer of Mentmore.  An investment banking fee totaling $500,000 was paid
to Mentmore by J&L in conjunction with the Acquisition.                         

                  Ascott Wing has its principal  business and executive  offices
at 1430 Broadway,  13th Floor, New York, New York 10018.  Ascott Wing is engaged
in the  investment  business.  William L. Remley is sole  Director and Executive
Officer of Ascott Wing. The preferred stock redemption obligation to Ascott Wing
including  accrued  dividends  through  March 15,  1995,  totaling  $475,204 was
converted to a deferred  purchase  money note bearing  interest at a rate of 11%
and payable  interest only annually  beginning  March 15, 1996 and due December,
2002. Additionally, a note payable to Ascott Wing in the amount of $150,000 plus
accrued interest was repaid in conjunction with the Acquisition.                

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The A.J. 1989 Trust is a U.S. grantor trust established for the benefit of      
Mr. Kramer's children.  Mr. Remley is a Trustee of the A.J. 1989 Trust.         
Various advances from and a promissory note to The A.J. 1989 Trust were repaid  
in conjunction with the execution of the new Credit Agreement with Trinity on   
April 1, 1995.                                                                  

         A management  agreement  exists between the Company and J&L whereby the
Company or its  designated  affiliate  provides  executive  management  advisory
services to J&L. The contract term of the agreement is for a period of six years
and is  subject  to being  automatically  renewed  annually  thereafter,  unless
terminated by either party to the agreement.  Annual compensation to the Company
under this  agreement  totals  $600,000 which  includes  out-of-pocket  expenses
incurred by the Company of up to $150,000  annually.  The Company  exercised its
right under the  agreement  to  designate  Mentmore as the  management  advisory
service  provider  and as a result has assigned all fees the Company is entitled
to under this agreement to Mentmore. Management fee expense paid to Mentmore for
the year ended June 30, 1995 under this agreement totaled $150,000.             

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                                           PART IV

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

A.       Documents to be filed as part of this Report.                          

        1. The following financial statements of the Company and the report of
its independent auditors are filed herewith:                                    
                                                             Page of this Report

 Independent Auditors' Report by  LLP                                 26
Financial Statements                                                  
 Consolidated Balance Sheets as of June 30, 1995 and 1994             27
Consolidated Statements of Operations for the Years Ended             
     June 30, 1995, 1994, 1993                                        28
Consolidated Statements of Changes in Shareholders' Equity            
    (Deficit) for the Years Ended June 30, 1995, 1994, 1993           29
Consolidated Statements of Cash Flows for the Years Ended             
     June 30, 1995, 1994, 1993                                        30
 Notes to Consolidated Financial Statements                           32

2.  The following financial statement schedules of the Company and the
related reports of independent auditors are filed herewith:                     

                                                             Page of this Report

Independent Auditors' Report on Schedules by                          
     Grant Thornton LLP                                               50
Financial Statement Schedules                                         
     I   -  Condensed Financial Information of Registrant             51
    II   -  Valuation and Qualifying Accounts                         52

Exhibit 11 - Computation of Earnings Per Share                            53    

Schedules  other than those listed  above are omitted  because of the absence of
the conditions under which they are required or because the information required
is included in the financial statements or the notes thereto.                   

B.       Reports on Form 8-K                                                    
                  Form 8-K filed by the  Company  on  November  4, 1994 Form 8-K
filed by the Company on April 21, 1995.     

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                                            SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

Dated: October 13, 1995           CPT HOLDINGS.  INC.         

/s/  Richard L. Kramer                                              
William L. Remley, President                                        

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

Signature                    Title                         Date   

/s/ Richard L. Kramer         Chairman of the Board,         October 13, 1995   
Richard L. Kramer            Secretary and Director                           

/s/ William L. Remley          President, Treasurer          October 13, 1995   
William L. Remley            and Director (Principal                        
       Executive, Accounting and
Financial Officer)

/s/ John D. Mazzuto            Director                      October 13, 1995   
John D. Mazzuto                                                               

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Report of Independent Certified Public Accountants                              

Board of Directors                                                              
CPT Holdings, Inc. and Subsidiaries                                             

We have audited the  accompanying  consolidated  balance sheets of CPT Holdings,
Inc. and Subsidiaries as of June 30, 1995 and 1994, and the related consolidated
statements of operations,  changes in  shareholders'  equity  (deficit) and cash
flows for each of the three  years in the  period  ended  June 30,  1995.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.                                                 

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of CPT
Holdings,  Inc.  and  Subsidiaries  as  of  June  30,  1995  and  1994  and  the
consolidated  results of their operations and their  consolidated cash flows for
each of the three  years in the period  ended June 30, 1995 in  conformity  with
generally accepted accounting principles.                                       

                                                            GRANT THORNTON LLP

Pittsburgh, Pennsylvania                                                        
September 26, 1995,                                                             
except for Note 9, to which the date is October 12, 1995.             

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                                           CPT Holdings, Inc. and Subsidiaries

                                           CONSOLIDATED BALANCE SHEETS

                                            June 30,

                                            ASSETS

                                                        · Enlarge/Download Table


                                                                                      (in thousands of dollars)         
                                                                                 1995                        1994       
                                                                                                                        
Current assets                                                                                                          
    Cash and cash equivalents                                           $          972               $         294      
Receivables, net                                                                10,770                       2,211      
    Inventories                                                                  8,009                       2,445      
    Other current assets                                                           200                          95      

               Total current assets                                             19,951                       5,045      

Property, plant and equipment, net of accumulated                                                                       
    depreciation of $709 and $434                                               36,860                       1,552      
Goodwill, net of accumulated amortization of $330 and $310                       1,554                       1,648      
Deferred financing costs, net of accumulated                                                                            
    amortization of $81                                                          2,218                              -   
Notes receivable                                                                   -                           186      
Other assets                                                                       620                                 -
               Total assets                                             $       61,203               $       8,431      

                                           LIABILITIES AND SHAREHOLDERS' DEFICIT                                        

Current liabilities                                                                                                     
    Current portion of long-term obligations                            $        2,116               $       4,195      
    Accounts payable                                                            10,368                       3,186      
    Accrued liabilities                                                          3,257                       1,277      
    Accrued income taxes                                                           300                        -         
    Notes payable                                                                 -                            150      
    Accrued loss on sale of assets                                                -                          3,049      

               Total current liabilities                                        16,041                      11,857      

Long-term obligations, net of current portion                                   52,339                       2,500      

Minority interest in consolidated subsidiaries                                   2,494                         196      

Redeemable preferred stock - authorized and issued                                                                      
    3,500 shares of $100 par value each                                            -                           350      
Common shareholders' deficit                                                                                            
    Common stock -  authorized  30,000,000  shares  of  $0.05  par  value  each;                                        
        1,510,084 shares issued and                                                                                     
        outstanding                                                                 76                          76      
    Capital in excess of par value                                               5,361                       4,368      
    Accumulated deficit                                                        (15,108)                    (10,916)     

               Total common shareholders' deficit                               (9,671)                     (6,472)     

               Total liabilities and common shareholders'                                                               
                  deficit                                               $       61,203               $       8,431      

The accompanying notes are an integral part of these statements.                

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                                   CPT Holdings, Inc. and Subsidiaries

                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                        Years ended June 30,

                                                        · Enlarge/Download Table


                                                                 (in thousands of dollars, except share amounts)         
                                                                    1995                 1994                 1993       
                                                                                                                         
Revenue                                                                                                                  
    Net Sales     $                                             31,208    $          5,785        $       3,739          
    Costs of sales                                              25,929               4,238                2,717          
           Gross profit                                               5,279                   1,547                1,022 
Selling, general and administrative                                   3,169                   1,466                1,272 
           Operating income (loss)                                    2,110                      81                 (250)
Other (income) expense:                                                                                                  
    Interest expense - net                                            2,070                      18                   83 
    Minority interest                                                    26                    (169)                (134)
    Other (income) expense, net                                          (7)                -                    -       
           Income (loss) from continuing                                                                                 
               operations before income taxes                            21                     232                 (199)
Income tax benefit                                                      389                  -                    -      
           Income (loss) from continuing operations                     410                     232                 (199)
Discontinued operations                                                                                                  
    Loss from operations of discontinued subsidiaries           (553)                (2,201)              (2,009)        
    Net gain (loss) on disposal of discontinued                                                                          
        subsidiaries, including provision of  $0, $0                                                                     
        and $225, for operating losses during the                                                                        
        phase-out period                                              2,129                  (6,371)               1,600 
           Income (loss) before extraordinary item                    1,986                  (8,340)                (608)
Extraordinary item                                                                                                       
    Gain from extinguishment of debt of                                                                                  
        discontinued operation                                        3,527                   -                     -    
           NET INCOME (LOSS)                                  $       5,513        $         (8,340)    $           (608)
Primary earnings (loss) per share                                                                                        
    From continuing operations                                $        .27         $           .15      $          (.13) 
    From discontinued operations                                      1.04                   (5.67)                (.28) 
    From extraordinary item                                           2.34                    -                    -     
           Total                                              $       3.65         $        (5.52)      $          (.41) 
Weighted average common shares outstanding                        1,510,084               1,510,084            1,510,084 
Fully-diluted earnings (loss) per share:                                                                                 
    From continuing operations                                $        .23         $           .15      $          (.13) 
    From discontinued operations                                       .81                   (5.67)                (.28) 
    From extraordinary item                                           1.82                    -                    -     
           Total                                              $       2.86         $        (5.52)      $          (.41) 
Fully-diluted common and common equivalent                                                                               
    shares                                                      1,934,580            1,510,084            1,510,084      
The accompanying notes are an integral part of these statements.                                                         

           CPT Holdings, Inc. and Subsidiaries

        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

             Years ended June 30, 1995, 1994, 1993

                                                        · Enlarge/Download Table


                                                   (in thousands of dollars, except share amounts)                   
                                                                                                          Equity     
                                                                                                      adjustment     
                                                                    Capital in                        from foreign   
                                        Common Stock                excess of      Accumulated         currency      
                                  Shares           Amount            par value          deficit        translation   

                                                                                                                     
Balance at July 1, 1992           1,312,359     $66          $    4,378            $(1,968)          $62             

Translation adjustment               -                        -                      -               -           (62)

Net loss                             -                        -                      -               (608)          -

Issuance of additional shares at                                                                                     
   direction of U.S. Bankruptcy                                                                                      
   Court                            197,725                   10                       (10)             -           -

Balance at June 30, 1993          1,510,084                   76                     4,368           (2,576)        -

Net loss                              -                        -                       -             (8,340)        -

Balance at June 30, 1994            1,510,084                 76                     4,368          (10,916)        -

Basis Adjustment for                                                                                                 
    Leveraged Acquisition                                                                                            
   (See Note 4)                        -                       -                       -             (9,705)        -

Fair value of warrants to                                                                                            
   the Amended Credit Agreement        -                       -                       840                -         -

Fair value of warrants to                                                                                            
   Subordinated Term Note              -                       -                       153                -         -

Net income                             -                       -                        -              5,513        -

Balance at June 30, 1995             1,510,084                $76                   $5,361          $(15,108)     $ -


The accompanying notes are an integral part of these statements.                

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                                         CPT Holdings, Inc. and Subsidiaries

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          Years ended June 30,

                                                        · Enlarge/Download Table


                                                                                 (in thousands of dollars)               
                                                                      1995               1994                  1993      
Increase (Decrease) in Cash and Cash Equivalents:                                                                        
Cash flows from operating activities:                                                                                    
Net income (loss)                                                                                                        
                                                                                                                         
    From continuing operations                                $            410     $            232     $           (199)
    From discontinued operations                                         1,576               (8,572)                (409)
    From extraordinary item                                              3,527                    -                    - 
                                                                         5,513               (8,340)                (608)
Adjustments  to  reconcile  net  income  (loss)  to  net  cash  from   operating                                         
    activities:                                                                                                          
        Minority interest in earnings of subsidiaries                       26                 (169)                (134)
        Loss (gain) on discontinued operations                          (2,129)               3,322               (1,600)
        Gain on extinguishment of debt                                  (3,527)                   -                    - 
        Depreciation and amortization                                      900                  478                  285 
        Deferred taxes                                                    (710)                   -                    - 
        Provision for restructuring, reorganization                                                                      
           and other unusual items                                           -                  106                   29 
        Write-off of reorganization value in excess                                                                      
           of amounts allocable to identifiable assets                       -                  960                    - 
        Changes in assets and liabilities, net of divestiture                                                            
           effects of Hupp and effects from purchase and                                                                 
           contribution of the assets of J&L and Brighton:                                                               
               Decrease in accounts receivable                             540                  591                  250 
               Decrease (increase) in inventory                          1,935                  870                 (430)
               Decrease (increase) in other current assets    (128)                  36                   61             
               Increase (decrease) in accounts payable                                                                   
                  and accrued liabilities                                4,237                 (386)                (427)
               Increase (decrease) in accrued loss                                                                       
                  on sale of assets                                     (3,049)               3,049                    - 
               Increase (decrease) in other current                                                                      
                  liabilities                                             (552)                (149)                 304 
               Other working capital changes                                 -                   -                    (2)
                  Net cash provided by (used in)                                                                         
                     operating activities                                3,056                  368               (2,272)
Cash flows from investing activities:                                                                                    
     Proceeds used to purchase the assets of                                                                             
        J&L Structural, Inc.                                           (54,659)                  -                    -  
     Proceeds from the sale of assets of Hupp                            1,934                   -                    -  
     Increase in other non-current assets                                  (72)                  -                    -  
     Capital expenditures                                                 (751)                (146)                (409)
     Other changes, net                                         -                    -                    (53)           
     Net acquisition of Hupp Industries, Inc.                               -                    -                     4 
                  Net cash used in investing activities                (53,548)                (146)                (458)


                                         (CONTINUED)

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                           CPT Holdings, Inc. and Subsidiaries

                           CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                  Years ended June 30,

                                                        · Enlarge/Download Table


                                                                    (in thousands of dollars)              
                                                             1995                 1994           1993      
Cash flows from financing activities:                                                                      

                                                                                                           
    Proceeds from issuance of long-term debt               50,000                  649                 900 
    Proceeds used to secure financing for the                                                              
      Acquisition                                          (2,277)                   -                   - 
    Sale of common stock of subsidiary                      2,469                    -                   - 
    Net borrowings under Revolving Credit Facility          3,656                    -                   - 
    Payments on long-term debt                             (2,678)                (641)               (870)

                  Net cash provided by financing                                                           
                     activities                            51,170                    8                 30  

Net increase (decrease) in cash and cash equivalents          678                  230               2,700)

Cash and cash equivalents:                                                                                 
    Beginning of year                                         294                   64               2,764 

    End of year                                       $       972         $        294        $         64 

Supplemental Data - Cash paid during the period for:                                                       

    Interest                                            $     650         $        379       $         193 
    Income taxes                                        $      21         $          -       $           - 


Supplemental schedule of non-cash investing and financing activities:           

Reduction in equity  and property, plant & equipment totaling  $9,705,000 due   
to basis  adjustment for leveraged Acquisition.                                 

The accompanying notes are an integral part of these statements.                

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                                   Page 53 of 58
                                  CPT Holdings , Inc. and Subsidiaries

                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   June 30, 1995, 1994, 1993

NOTE 1 - BASIS OF PRESENTATION                                                  

Consolidated Accounts                                                   

The accompanying  financial  statements include the accounts of CPT             
Holdings,  Inc. and its direct and indirect majority-owned subsidiaries  (the   
"Company"),  J&L  Structural,  Inc.  ("J&L"),  J&L Holdings Corp.  ("JLH"),     
Continuous  Caster  Corporation  ("CCC")  and  Hupp  Industries,   Inc.         
("Hupp.")  All  material  intercompany transactions  have been eliminated in    
consolidation.  Certain  reclassifications  have been made to prior year amounts
to conform to the 1995 presentation.                                            

Discontinued Operations                                                 

    On February 1, 1993, the Company  discontinued  the operations of CPT Office
    Systems ("Office Systems") and CPT Image Systems ("Image  Systems").  Office
    Systems was organized  subsequent to June 30, 1991 in  conjunction  with the
    Reorganization Plan discussed in Note 2. Image Systems was formed as of July
    1, 1992 as part of the Company's effort to focus on imaging system products.
    These two subsidiaries  were engaged in the design,  manufacture and sale of
    document  processing  equipment  including hardware and applicable  software
    used  primarily  in the office  environment.  The  decision  to close  these
    operations was made as a result of low sales volume and the inability of the
    subsidiaries  to provide  working  capital to sustain their  operations.  In
    addition, the Internal Revenue Service issued a lien on the assets of Office
    Systems  and levied  certain  cash  accounts  of the  subsidiary  making the
    continued  operations of Office Systems extremely doubtful.  Pursuant to the
    Reorganization   Plan,  the  assets  and   liabilities  of  the  former  CPT
    Corporation  were assumed by Office  Systems  with the Company  retaining no
    further  obligations  with  respect to the  liabilities  of Office  Systems.
    Operating  results of Office  Systems and Image  Systems for the period from
    July  1,  1992  through  February  1,  1993  are  shown  separately  in  the
accompanying consolidated statement of operations.                      

     In February 1994, the Company  discontinued the air conditioning segment of
     the operations of Hupp. The decision to discontinue  this segment was based
     on the fact that the margin  available was inadequate to achieve  sustained
profitability.                                                        

On October 27, 1994,  Hupp,  its Senior Lender and the Company  entered 
   into a secured  party  asset sale  agreement  under which the Senior Lender
sold to a third party, for approximately $1,780,000,  their interests in
    substantially all of  Hupp's  assets.  Pursuant  to a  sharing  arrangement,
the  Company received $75,000 from the bank from these proceeds.        
Additionally,  the bank and the Company agreed separately upon a sharing
 arrangement in all payments received on Hupp's  $213,000 note  receivable
in which both held  perfected security interests. Under the arrangement,
 the Company received a maximum of $75,000 and all remaining  amounts were
retained by the bank.  Subsequent to the secured party sale,  Hupp's    
   historical  operations  ended, and Hupp was left with  virtually  no assets
from which to pay its  remaining  unsecured obligations, including      
approximately $1,275,000 to the bank.  This transaction was estimated to
   result in a loss totaling  $3,049,000 which was recorded as an accrued loss
  on sale of assets at June 30,  1994.  The actual loss incurred as a result
of the asset sale                                                       

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                                  CPT Holdings , Inc. and Subsidiaries

                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   June 30, 1995, 1994, 1993

NOTE 1 - BASIS OF PRESENTATION - CONTINUED                                      

     totaled  approximately  $920,000.  The  difference  between  the actual and
     estimated  loss was due to  changes  in  estimates  with  regard to certain
     contingencies  and  changes in  financial  position  with regard to certain
working capital items.                                                

     The  consolidated  statements of  operations  and cash flows for the fiscal
     years ended June 30, 1993 and 1994 have been restated to reflect separately
     the  operating  results  of the  discontinued  operations  of Hupp,  Office
Systems and Image Systems.                                            

Extraordinary Item                                                    

     As a result of the  submission of a final decree  closing Hupp's Chapter 11
     case (discussed  further in Note 2) on July 24, 1995,  certain  outstanding
     notes payable,  unsecured creditor  obligations and  administrative  claims
     relating  to  this  case  totaling   approximately   $3,527,000  have  been
     recognized  as an  extraordinary  gain on  extinguishment  of debt  for the
     fiscal  year ended June 30,  1995.  Certain  accounts  payable  and accrued
     liabilities  totaling  approximately  $2,220,000 remain on the consolidated
     balance sheet at June 30, 1995 as contingently payable  liabilities.  These
     remaining liabilities represent those of Hupp and are not guaranteed by the
Company or any of its direct or indirect subsidiaries.                

NOTE 2 - HUPP INDUSTRIES, INC.                                                  

     On February 5, 1993, the Company acquired 80.1% of the common stock of Hupp
     Industries, Inc. Hupp had filed a petition for reorganization under Chapter
     11 of the  United  States  Bankruptcy  Court  and a Plan of  Reorganization
     ("Hupp Plan") was approved by the Bankruptcy Court for the District of Ohio
     on January 8, 1993 and became  effective  February 8, 1993. The Company has
     accounted for its acquisition of Hupp as if Hupp's Plan was effective as of
the date of purchase.                                                 

     Under the provisions of SOP 90-7,  Hupp adopted "fresh start"  reporting as
     of  February 8, 1993 since its  reorganization  value at that date was less
     than the total of all  post-petition  liabilities and pre-petition  claims,
     and holders of voting shares  immediately  before  confirmation of the Hupp
     Plan received  less than 50% of the voting  shares of the emerging  entity.
     Under this concept, all assets and liabilities were restated to reflect the
     reorganization  value of Hupp which approximated its fair value at the date
of reorganization.                                                    

     As discussed more fully in Note 1, on October 27, 1994,  the Company,  Hupp
     and it's primary  secured  lender  entered into a secured  party asset sale
     with a third party,  whereby  virtually all of Hupp's operating assets were
sold to a third party for approximately $1,780,000.                   

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

a.   The Business                                                       

         The Company's  operations include two distinct business segments within
         its single  indirect  operating  subsidiary,  J&L: J&L  Structural  and
         Brighton.  J&L  Structural   manufactures  and  fabricates  lightweight
         structural  steel  shapes  which  are  distributed  principally  to the
         manufactured  housing,  tractor trailer  construction and ship building
         industries.  Brighton  designs,  manufactures  and sells steel  piercer
         points which  represent  disposable  tooling used in the  production of
         seamless  steel  tubes  used in the  petrochemical  industry.  CCC is a
         majority-owned,  indirect  subsidiary  which holds title to 38 acres of
         undeveloped land adjacent to J&L in Aliquippa,  Pennsylvania, which was
         acquired for the  development  of a melt shop, as further  described in
Note 4 herein.                                                

b.   Inventories                                                        

         The Company's inventories are valued on a first-in,  first-out basis at
lower of cost or market value.                                                  

c.   Cash Equivalents                                                   

         For purposes of cash flows  reporting,  all investments  purchased with
maturities of 90 days or less are treated as cash equivalents.

d.   Property and Depreciation                                          

         Property and equipment are stated at cost.  Expenditures for additions,
         renewals and  improvements  of property and equipment are  capitalized,
         and  expenditures  for repairs and  maintenance  and gains or losses on
         disposals are included in operations.  Depreciation  was computed using
        primarily the straight-line method over the following estimated lives:

  Rental equipment and spare parts                     3 - 7 years
  Building and improvements                           5 - 40 years
  Office equipment, machinery and equipment           3 - 20 years
  Transportation equipment                                 7 years
  Land improvements                                   5 - 20 years
  Leasehold improvements                               2 - 5 years

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                 

e.  Goodwill                                                          

         The  goodwill   associated   with   acquisitions   is  amortized  on  a
straight-line basis over a period of 20 years.                

         On an ongoing basis,  management reviews the valuation and amortization
         of goodwill. As part of the review, the Company estimates the value and
         future benefits of the net income generated by the related subsidiaries
to determine that no impairment has occurred.                 

f.  Deferred Financing Costs                                          

         Amortization of deferred financing costs is charged to interest expense
         on a periodic basis using a straight-line  method over the average term
         of  the  Company's  senior  and   subordinated   loan  facilities  with
independent lenders.                                          

g.   Foreign Currency                                                   

         For those  international  operations whose cash flows were primarily in
         their local currency,  income statements are translated to U.S. dollars
         using average currency exchange rates in effect during the period,  and
         financial position balances are translated using rates as of the end of
         the accounting  period.  Gains and losses from translation of financial
         statements   of  these   international   operations   are  included  in
shareholders' equity.                                         

h.  Revenue Recognition                                               

         Revenue is recognized when product is shipped to dealers,  distributors
and direct customers.                                                           

i.  Research and Development                                          

         All  product  development  costs  are  expensed  as  incurred.  Product
         development costs included in discontinued operations were $0, $268,000
and $367,000 for 1995, 1994 and 1993, respectively.           

j.  Insurance                                                         

         J&L provides health insurance and workers compensation coverages to its
         employees under separate  self-insurance  programs that include certain
         stop-loss coverages. Insurance expense is recognized based on estimated
losses under the program.                                     

         Components of insurance  expense include paid claims,  incurred but not
paid claims and estimated incurred but not reported claims.   

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                 

k. Income Taxes                                                     

         The Company accounts for income taxes utilizing the asset and liability
         method as  prescribed  by FAS No. 109 -  Accounting  for Income  Taxes.
         Deferred  income  taxes  are  recognized  for the tax  consequences  of
         temporary  differences between the financial statement carrying amounts
         and the tax  bases of  existing  assets  and  liabilities  by  applying
         enacted  statutory tax rates  applicable to future years.  Deferred tax
        assets are reduced by a  valuation allowance ,  if  necessary,  by the
 amount such benefits are not expected to be realized based upon
available evidence.                                           

i.  Earnings Per Share                                                

         The  computation  of  primary  earnings  per  share  does not  included
         outstanding  stock warrants as common stock equivalents due to the fact
         that the  average  stock  price for the  period  is below  the  warrant
exercise price making the warrants antidilutive.              

NOTE 4 - PURCHASE AND CONTRIBUTION OF ASSETS                                    

     On April 6, 1995, J&L Acquisition Corp., a Delaware  corporation ("JLA"), a
     newly  incorporated,  indirect,  majority-owned  subsidiary of the Company,
     acquired  substantially  all of the assets of J&L Structural,  Inc. ("JLS")
     and Trailer Components,  Inc. ("TCI"),  Pennsylvania  corporations based in
     Aliquippa,  Pennsylvania,  for $50 Million plus the  assumption  of certain
     liabilities  (the  "Acquisition").  The  Acquisition was accounted for as a
     purchase effective April 6, 1995, and accordingly, at such date the Company
     recorded the assets and liabilites  assumed at their estimated fair values,
     adjusted for the impact of the continuing  residual interest of predecessor
     owners.  Consequently,  the accompanying  financial  statements reflect the
     results of operations and cash flows of J&L Structural from the period from
     the Acquisition  (April 6, 1995) to June 30, 1995.  Because the Acquisition
     qualifies  as  a  highly  leveraged   transaction  and  a  portion  of  the
     predecessor   ownership  will  remain  as  indirect  stockholders  of  JLA,
     application  of Emerging  Issues Task Force  (EITF)  Statement  No. 88-16 -
     "Basis  in  Leveraged  Buyout  Transactions"  resulted  in a  reduction  of
     property, plant and equipment and common stockholder's equity in the amount
     of $9,705,000. Simultaneously with the closing, JLA changed its name to J&L
Structural, Inc. ("J&L").                                             

     As part of the Acquisition,  the assets of Brighton  Electric Steel Casting
     Company ("BESCC"),  an existing subsidiary of and the direct parent of JLA,
     were  contributed  to JLA and as of the date of  acquisition  operate  as a
     distinct division  ("Brighton").  BESCC simultaneously  changed its name to
     J&L Holdings Corp. ("JLH"). Prior to the closing of the Acquisition,  BESCC
     redeemed its preferred stock from the holder thereof in  consideration  for
the issuance by the Company of a Deferred                             

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NOTE 4 - PURCHASE AND CONTRIBUTION OF ASSETS - CONTINUED                        

     Purchase  Money Note in the  approximate  amount of  $475,000,  said amount
     equal  to the  stated  value  for the  preferred  stock  plus  the  accrued
     dividends  thereon,  bearing interest at 11% and due December 15, 2002. The
     purchase  price and related  expenses  were  funded as  follows:  (1) a $25
     Million  6-year  Senior  Term Loan  bearing  interest  at prime plus 2% and
     secured  by a  first  lien  on the  assets  of  JLA;  (2)  $23  Million  of
     Subordinated  Secured  Notes each  bearing  interest  at 13%,  secured by a
     junior lien on the assets of JLA and including a grant of warrants equal in
     the  aggregate  to  15.3%  of the  common  stock  ownership  of  JLA  (on a
     fully-diluted basis),  exercisable at $.01 per share and subject to certain
     exercise  restrictions;  (3) a $15 Million Revolving Line of Credit bearing
     interest at prime plus 1.5% having an initial term of 5 years followed by a
     1  year  right  of  renewal  at  the  lender's  discretion;  (4) a  capital
     contribution of  approximately  $2.5 Million by the shareholders of JLS and
     TCI in return for the issuance of common stock  representing  19.8% of JLH,
     which  was in  turn  contributed  to  JLA;  and  (5) a $5  Million  capital
     contribution from the Company to JLH which was, in turn, contributed by JLH
to JLA.                                                               

     Also as part of the  Acquisition,  JLA distributed as a dividend to JLH the
     right  (which  JLA  acquired  from  JLS) to  acquire  a  38-acre  parcel of
     undeveloped   land   adjacent  to  the  JLS  rolling  mill  in   Aliquippa,
     Pennsylvania.  JLH, in turn,  contributed  the right to acquire the 38-acre
     parcel  to CCC in  exchange  for all of the  common  stock of CCC.  Shortly
     thereafter, CCC acquired title to the 38-acre parcel, using funds which JLS
had placed in escrow prior to the Acquisition.                        

     Proforma  results of continuing  operations for the fiscal years ended June
     30, 1995 and 1994,  after giving effect to the  acquisition of J&L as if it
     had occurred at the beginning of each period, are as follows (in thousands,
except per share amounts):                                            

                                                                · Download Table


                                                         1995         1994    

                                                                              
Net Sales                                           $  101,118    $  80,136   

Income (loss) before discontinued operations                                  
   and extraordinary items                               2,000        (1,478) 

Net income (loss)                                        7,103       (10,050) 

Income (loss) per share, assuming full dilution:                              
   From continuing operations                     $        1.03  $       (.76)
   From discontinued operations and                                           
      extraordinary item                                   2.64         (4.43)

   Total                                          $        3.67  $      (5.19)

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NOTE 5  - ACCOUNTS RECEIVABLE                                                   

                                                        · Enlarge/Download Table

Accounts receivable consisted of the following at June 30:                                    
                                                               (in thousands of dollars)      
                                                                     1995               1994  
                                                                                              
    Trade receivables                                       $       10,593      $       2,335 
    Other                                                              505                  - 
                                                                    11,098              2,355 
    Less allowance for doubtful accounts                              (244)              (124)
    Less allowance for discounts and returns                           (84)              -    
             Accounts receivable, net                       $       10,770      $       2,211 

NOTE 6  - INVENTORIES                                                           

Inventories consisted of the following at June 30:                      
                                                 (in thousands of dollars)
                                                  1995                1994
   Raw materials                      $         2,427      $       1,506
   Work-in-process                                  -                239
   Finished goods                               5,582                700
            Total                     $         8,009      $       2,445

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT                                          

Property, plant and equipment consisted of the following at June 30:    

                                                 (in thousands of dollars)
                                                 1995                 1994
  Land and land improvement         $           267      $          45
  Building                                    1,051                272
  Machinery and equipment                    35,375              1,483
  Furniture and fixtures                        326                186
  Office equipment                              192                  -
  Roll inventory                                178                  -
  Construction-in-process                       180                  -
                                             37,569              1,986
  Less accumulated depreciation                 709                434
           Total                    $        36,860        $     1,552
NOTE 8 - ACCRUED LIABILITIES                                                    

Accrued liabilities consisted of the following at June 30:              
                                                   (in thousands of dollars)
                                                    1995                1994
    Salaries, commissions and severance payable $   881      $         437
    Interest                                      1,186                 50
    Property tax                                     42                219
    Warranty expenses                               -                  210
    Outstanding Hupp liabilities                    485                  -
    Other liabilities                               663                361

             Total                               $3,257      $       1,277

NOTE 9 - LONG-TERM OBLIGATIONS                                                

                                                        · Enlarge/Download Table


     Long-term obligations consisted of the following at June 30:                    1995            1994      
                                                                                  (in thousands of dollars)    
                                                                                                               
     Senior  Term Loan,  $25,000,000  principal  amount,  interest at prime plus                               
     2.0%, payable in monthly installments, beginning August 1, 1995, with final                               
     payment  due April 1, 2001,  senior  position  secured  by all the  assets,                               
     contracts, real property                                                                                  
     and common stock of J&L.                                                       $ 22,000               -   

     Revolving Loan Facility, $15,000,000 principal amount,                                                    
     interest at  prime plus 1.5%, payable April 1, 2000, with a one                                           
     year renewal option, senior position secured by all the assets,                                           
     contracts, and real property and common stock of J&L.  Borrowings                                         
     are based on accounts receivable trade amounts and inventory values.              3,229                  -

     Subordinated  Term Notes,  $23,000,000  principal  amount,  interest at the                               
     fixed rate of 13%, payable interest only quarterly  beginning June 30, 1995                               
     through March 31, 2002 and then quarterly  principal payments of $1,500,000                               
     plus interest until due in June, 2005,  subordinated position to the senior                               
     debt with  respect to  securitization  by all the assets,  contracts,  real                               
     property and common stock of J&L. The Notes have been  discounted  $153,000                               
     for financial  statement  reporting  purposes as a result of the fair value                               
     attributed to their related warrants (see Note 3).                              23,000                  - 

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NOTE 9 - LONG-TERM OBLIGATIONS - CONTINUED                                                                     

     Fixed  rate 13%  debenture  agreement  with a related  investment  company,                               
     $6,730,000 principal amount,  payable semi-annually interest only beginning                               
     October 1, 1995 and due December 2002,  secured by the Company's stock held                               
     in JLH. The debenture has been discounted  $840,000 for financial statement                               
     reporting purposes as a result of the fair value attributed to the related                                
     warrants (see below).                                                            6,730                    
                                                                                                              -
     Deferred purchase money note payable to a related holding company, interest                               
     fixed at 11%, payable annually interest only                                                              
     beginning March 15, 1996 and due December 2002.                                     475                  -

     Secured  debt of a bank  consisting  of a term loan,  a  revolving  line of                               
     credit,  pre-petition accounts payable and various other loans, interest at                               
     prime plus 1.75%,  payable in increasing monthly installments (from $17,000                               
     in August 1993 to $37,000 in August 1997) and due January 1998, securitized                               
     by substantially all the assets of Hupp. Borrowings are                                                   
     based on eligible accounts receivable and inventory.                                  -              4,085

     Variable  rate  debenture  agreement  with a  related  investment  company,                               
     interest at prime plus 2%, payable  interest only and due January 21, 2003,                               
     secured by substantially all assets of the                                                                
     Company.                                                                              -                900

     Claims of unsecured creditors of Hupp                                              -                 1,710

                       Total                                                         55,434               6,695
                                         Less-current maturities                      2,116               4,195
                  Less-discounts on long term obligations                               979               -    

                  Long-term obligations, net                                        $ 52,339           $  2,500


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NOTE 9 - LONG-TERM OBLIGATIONS - CONTINUED                                      

     At June 30, 1995, the following  table sets forth the scheduled  maturities
of the long-term debt of the Company (in thousands of dollars):       

June 30,                                          
        1996                                         $   2,116
        1997                                             2,776
        1998                                             3,022
        1999                                             3,125
        2000                                             3,487
     Thereafter                                         40,908

                                                      $ 55,434

     Included as a part of the Senior Term Loan,  above, the lender is providing
     a Capital Expenditure Line of Credit in the principal amount of $3,000,000.
     This  facility  which  bears  interest  at the same rate as the Senior Term
     Loan, is available for a thirty-six month period and terminates as of April
     30, 1998. At June 30, 1995, there were no outstanding borrowings under this
     facility.  Any  borrowings  made under this Line of Credit,  are payable in
     equal monthly installments  beginning May 1, 1998 with the final payment to
be made April 1, 2001.                                                

     Under the terms of the  Revolving  Loan,  the Company used  $390,000 of its
     credit  availability  to issue a Letter of  Credit.  This  Letter  has been
     issued  to an  insurance  company  collateralizing  the  costs  of  certain
insurance programs (see Note 14).                                     

     The Senior Term Loan,  Revolving  Loan Facility and the  Subordinated  Term
     Notes include certain  provisions which,  among other things,  provide that
     J&L will  maintain  certain  financial  ratios,  limit the amount of annual
     capital  expenditures,  maintain a minimum tangible net worth and limit the
  amount of shareholder distributions. As of June 30, 1995, J&L was not in
   compliance with  the minimum net worth requirement of the loan agreements
   due mainly to the application of EITF 88-16 , the effect of which was not
  finalized at the time of the closing of the Acquisition.  The provisions
of EITF 88-16 require that certain continuing shareholder interests be
   valued at their predecessor basis rather than at fair value to the extent
 of the lesser of their predecessor interest in the purchased company or
  continuing interest in the acquiring company.  Application of EITF 88-16
    had the effect of reducing property, plant and equipment and shareholder's
   equity; however, it had no cash impact to the financial statements.  As a
result, on October 12, 1995, the Company's lenders have amended the   
  existing relevant loan agreements to ignore the effects of EITF 88-16 in
computing minimum tangible net worth effective as of June 30, 1995.   

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NOTE 9 - LONG-TERM OBLIGATIONS - CONTINUED                                      

     On April 1, 1995,  the Company  entered into a Credit  Agreement  ("Amended
     Credit  Agreement")  with  Trinity  Investment  Corp.  ("Trinity")  whereby
     Trinity  agreed to lend an  aggregate of  $6,730,000  in order to repay and
     satisfy the following, as well as to fund a $5,000,000 capital contribution
to JLH:                                                               

          a)   variable rate debenture in the original principal amount of
            $900,000 together with accrued interest thereon totaling
approximately $185,000;                     

           b)   certain intercompany advances plus accrued interest totaling
approximately $270,000;                     

   c)   promissory note payable to The A.J. 1989 Trust which
                originated in February 1994 in the original principal amount
               of $200,000 together with accrued interest thereon totaling
approximately $22,000; and                  

          d)   certain non-interest bearing intercompany advances from The
    A.J. 1989 Trust totaling approximately $150,000.

     Additionally,  as part of the Amended  Credit  Agreement,  a stock  warrant
     purchase  agreement  was  executed  whereby  Trinity  was issued  2,000,000
     warrants to purchase  the same number of common stock shares of the Company
     at an exercise  price of $1 per  warrant  for a period of ten years.  These
     warrants have been valued at $840,000 as of the date of issuance  utilizing
     the Black Scholes option pricing model.  The value of the warrants has been
recorded as an increase in additional paid-in capital of the Company. 

     On  February 8, 1993,  the Company  entered  into a Credit  Agreement  (the
     "Credit  Agreement")  with Trinity,  Trinity agreed to loan the Company the
     principal   amount  of  $900,000  for  the  purposes  of  making  the  Hupp
     acquisition.  Included  within the  Credit  Agreement  is a  variable  rate
     debenture agreement, a warrant purchase agreement and a security agreement.
     An  aggregate  of 302,000  warrants for the purchase of common stock of the
     Company  at  an  exercise  price  of  $1.25  per  warrant  were  issued  in
     conjunction  with the Credit  Agreement.  These  warrants were  irrevocably
cancelled without consideration by Trinity in March of 1995.          

     The sole  director and  executive  officer of Trinity and a Trustee for The
     A.J. 1989 Trust is also the president and executive officer of the Company.

     On March 15, 1995,  BESCC  redeemed its  preferred  stock from Ascott Wing,
     Inc., a related party, in consideration  for the issuance by the Company of
     a Deferred Purchase Money Note in the approximate amount of $475,000,  said
     amount equal to the stated value for the  preferred  stock plus the accrued
dividends thereon.                                                    

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NOTE 9 - LONG-TERM OBLIGATIONS - CONTINUED                                      

     BESCC  entered into a loan for  $150,000  with a related  party,  which was
     repaid at the time of the J&L acquisition. In addition, BESCC had an unused
     line of credit with PNC Bank in the amount of  $350,000  at June 30,  1994.
     This  credit   facility  has  been  terminated  as  a  result  of  the  J&L
acquisition.                                                          

     Hupp had secured  debt  consisting  of a term loan and a revolving  line of
     credit. The term loan and revolver represents two facilities for borrowings
     pursuant to a credit and security  agreement  with a bank which  originally
     expired in January,  1998. Interest under both facilities was prime (7-1/4%
     at June 30,  1994)  plus  1-3/4%  and is  payable  monthly.  The  loans are
     collateralized  by  substantially  all of Hupp's assets.  As discussed more
     fully in Note 1, on October 27,  1994,  the Company and Hupp entered into a
     secured asset sale with a third party,  whereby  proceeds of  approximately
     $1,705,000 were used to reduce the Hupp-related financial institution debt.

NOTE 10 - INCOME TAXES                                                          

At June 30, 1995, the provision for income taxes consisted of the     
following:                                                            
Federal income tax provision        $ 135,000                     
State income tax provision            236,600                     
Deferred tax provision                (760,000)                   
Total                         $ (388,400)             

     The effective income tax rate on income from continuing  operations differs
     from the statutory  federal  income tax rate for the fiscal year ended June
30, 1995, as follows:                                                 

                                                                  (in thousands)
   Income tax at U.S. Federal statutory rate of 34%          $     7
   Acquisition expenses                                          199
   State income taxes                                            165
    Utilization of net operating loss carryforwards and other    (760)
    Income tax benefit                                        $  (389)

     There was no income tax  expense for the years June 30, 1994 or 1993 due to
the absence of both financial statement and tax return income.        

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NOTE 10 - INCOME TAXES - CONTINUED                                              

     Management has calculated its net operating loss  carryforward  at June 30,
     1995 to be approximately $82 million.  This amount has been determined with
     due  regard to the  Internal  Revenue  Code  provisions  pertaining  to net
     operating  losses of  companies  reorganized  under the Federal  bankruptcy
     laws.  Such laws  require  that the net  operating  losses be  reduced  for
     various  events  occurring in the  bankruptcy  reorganization,  and for two
     years   thereafter.   Consequently,   the  amount  of  net  operating  loss
     carryforward cannot yet be determined with total accuracy.  Such losses can
     be carried forward and expire in the tax years ending June 30, 2002 through
2009.                                                                 

     Temporary  differences between financial statement carrying amounts and tax
bases of assets and liabilities at June 30, 1995 were as follows:     

                                                                · Download Table


Current deferred taxes:                                               
                                                                      
         Assets                                                       
            Bad debt allowance                       $         87,000 
            Other                                               8,000 
            Valuation allowance                               (95,000)
    Total current deferred tax asset                 $            -0- 
Non-current deferred taxes:                                           
         Assets                                                       
            Net operating loss carry forward         $     29,000,000 
            Basis difference in tax assets acquired         5,000,000 
            Valuation allowance                         (34,000,000)  

    Total non-current deferred tax asset             $            -0- 

     Management  has  recorded a valuation  allowance  against the  deferred tax
     assets due to their belief that recovery of these future deductions against
future taxable income is less than likely.                            

NOTE 11 - CAPITAL STOCK                                                         

a.  Common Stock                                                      

     All  information  regarding the common stock of the Company  (including per
     share  amounts)  reflects  a 1-for-11  reverse  split of the Class A Common
     Stock  and  Class B Common  Stock  effected  on  September  11,  1992 and a
     combination of the post-split Class A Common Stock and Class B Common Stock
     into Common  Stock,  which was effected on September 29, 1992. In addition,
     pursuant to an order of the U.S.  Bankruptcy  Court entered in October 1992
discussed above, the                                                  

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NOTE 11 - CAPITAL STOCK - CONTINUED                                             

     Company  issued an additional  aggregate of 197,725 shares of common stock.
     The shares outstanding after giving effect to these events total 1,510,084.

b.  Preferred Stock                                                   

     The preferred  stock  redemption  obligation  including  accrued  dividends
     through  March 15,  1995  totaling  $475,204  was  converted  to a deferred
purchase money note payable to a related holding company (see Note 9).

c.  Warrants                                                          

     Warrants  for  2,000,000  shares of Company  common  stock  were  issued to
     Trinity in conjunction with the Amended Credit Agreement  executed on April
     1, 1995.  These warrants are exercisable for a period of ten years at $1.00
per share.                                                            

     Warrants for 302,000  shares of Company common stock were issued to Trinity
     in  conjunction  with the Credit  Agreement  executed  on February 8, 1993.
     These warrants were irrevocably  cancelled without consideration by Trinity
in March 1995.                                                        

NOTE 12 - BENEFIT PLANS                                                         

     J&L   maintains  a  defined   contribution   (money   purchase)   plan  for
     substantially all employees whereby J&L makes contributions,  at designated
     rates,  based on hours worked.  All  contributions  required under the plan
     have been funded as of June 30, 1995.  Pension  expense for the period from
     the date of Acquisition (April 6, 1995) to June 30, 1995, was approximately
$ 90,000.                                                             

     J&L  participates  in the National  Industrial  Group  Pension Plan (NIGPP)
     which is a multi-employer pension plan covering all employees of Brighton's
     collective bargaining unit. All contributions  required under the plan have
     been funded as of June 30, 1995. A withdrawal  from the plan would  trigger
     an obligation to the plan for a portion of the unfunded benefit obligation.
     Pension  expense  for the year  ended  June  30,  1995,  was  approximately
$39,000.                                                              

     J&L provides a profit sharing plan for  substantially  all  employees.  The
     amount  available for profit  sharing is based on a return on sales formula
     using defined  levels of pretax  income.  For those  employees  compensated
     under  terms  of  collective  bargaining   agreements,   distributions  are
     calculated and paid quarterly.  For other eligible employees,  calculations
     and distributions are made at J&L's fiscal year end. Such amounts have been
     reflected as current liabilities in the accompanying  balance sheet. Profit
     sharing expense for the period from the date of Acquisition (April 6, 1995)
to June 30, 1995, was approximately $189,000.                         

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NOTE 12 - BENEFIT PLANS - CONTINUED                                             

     J&L  also  maintains   separate   401(k)  or  salary   deferral  plans  for
     substantially  all of its employees.  Participation in these plans is based
     on hours of service.  Both plans provide for employee  contributions  up to
     20% of wages subject to certain  adjustments.  The plan associated with the
     collective   bargaining   agreement  provides  for  discretionary   company
     contributions.   For  the  period   ended  June  30,   1995,   no  employer
contributions had been made.                                          

     In connection with its collective  bargaining agreement with the Industrial
     and Allied Employees Union Local No. 73, (the "Union"),  Hupp  participated
     in a  multi-employer  defined  benefit pension plan. The plan covers all of
     Hupp's employees who are members of the Union. Pension expense approximated
     $99,000, $38,000 and $33,000 for the fiscal years ended June 30, 1995, 1994
     and 1993,  respectively.  As a result of the  secured  party  asset sale on
     October 27, 1994,  described  in Note 1, Hupp was deemed to have  withdrawn
     from the plan. This withdrawal triggered a demand for payment of withdrawal
liability by the Union (see Note 13).                                 

     Hupp had a  profit-sharing  plan  covering all  employees  not covered by a
     collective bargaining  agreement.  Under this plan, eligible employees were
     permitted  to defer a portion of their gross  compensation  up to a maximum
     amount as provided  for by the plan or  pursuant  to Section  401(k) of the
     Internal   Revenue  Code.   Hupp  matched  a  portion  of  each  employee's
     contribution   subject   to  plan   limitations.   Contributions   by  Hupp
     approximated  $11,000  for the year ended June 30, 1994 and $10,000 for the
     period  February 8, 1993  through June 30, 1993.  In  conjunction  with the
     secured party asset sale and  discontinuance  of Hupp operations,  the plan
    has been terminated and final distributions to participants have occurred.

     The Company has an Employee  Savings and Investment  Plan to which eligible
     employees (as defined) of CPT Office Systems,  Inc. may contribute  between
     1% and 15% of their annual compensation. The Company will contribute to the
     Plan,  on  behalf  of  the  employee,  up to 25%  of  the  first  3% of the
     employee's  payroll deduction  contributions.  Contributions  totaled $-0-,
     $-0- and $3,000 for 1995, 1994 and 1993, respectively. The Company also has
     an Employee Stock  Ownership Trust (ESOP) for the benefit of all CPT Office
     Systems,  Inc. domestic employees.  The Company's annual contribution is at
     the  discretion  of the  Board  of  Directors  and is not to  exceed  5% of
     eligible employee  salaries.  No contributions  were made for 1995, 1994 or
     1993. On July 24, 1990,  the Board of Directors  authorized an amendment to
     the ESOP which, among other things, limits participation to those employees
     and  former  employees  who  were  participating  as of June  30,  1990 and
     provides for no additional  contributions to the Trust by the Company. As a
     result of the discontinuance of CPT Office Systems, Inc., the Company is in
the process of terminating these plans.                               

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NOTE 13 - RENTAL COMMITMENTS                                                    

  Rental expense on operating leases which extended beyond a period of one
year was $512,000 and  $159,000, for fiscal years 1994 and 1993       
respectively.                                                         

     The Company currently has no significant  operating lease commitments which
extend beyond a period of one year.                                   

NOTE 14 - LITIGATION, COMMITTMENTS AND CONTINGENCIES                            

     The  Industrial and Allied  Employees  Union Local No. 73 Pension Plan (the
     "Plan")  issued  a claim  for  payment  of  withdrawal  liability  totaling
     approximately  $870,000  under Section 4219 of ERISA as against  Hupp,  The
     Company and all "controlled group" members, as a result of Hupp's cessation
     of  contributions  to the  Plan  following  the  discontinuance  of  Hupp's
     business in October  1994.  The Company  believes  that it has  meritorious
     defenses  against  this  claim,  and in  order  to  preserve  the  right to
     challenge  the claimed  liability,  the  Company  has been  making  monthly
     installment payments to the plan of approximately $25,000 since March 1995.
     The Company has recorded an accrual  totaling  $200,000 as of June 30, 1995
     in accordance with the requirements of Financial Accounting Standards Board
     Statement No. 5 - Accounting for  Contingencies.  Management  believes that
     the  effect  of the  ultimate  resolution  of this  claim  will  not have a
     material  adverse  impact  on the  financial  position  or  results  of the
Company.                                                              

     The Company is a party to several  lawsuits  arising in the ordinary course
     of its business.  The Company's  management and legal counsel  believe that
     there are valid defenses to the claims being asserted.  While the Company's
     ultimate  liability with respect to these lawsuits  cannot be determined at
     this time,  management  believes  the  resolution  thereof  will not have a
     materially  adverse  effect on the  financial  position  or  results of the
Company.                                                              

     J&L's workers  compensation  insurance  program provides for self insurance
     with  stop-loss  protection.  Under this  arrangement,  for the policy year
     November  1993-1994,  J&L was required to issue a $390,000 letter of credit
     in the name of the insurance  company.  J&L is financially  responsible for
     the face value of this  letter of credit.  The face value of this letter of
     credit reduces the availability under the Revolving Line of Credit facility
     described in Note 9. For the policy year November,  1994-1995,  J&L elected
     to place on deposit with the insurance company an amount equal to $330,000.
     On June 30,  1995,  approximately  $266,000  remained  on deposit  with the
     insurance  company,  and is reflected as an Other Asset in the accompanying
balance sheet.                                                        

     J&L  has  signed  a  contract  for  turnkey  development,  fabrication  and
     installation  of a new  reheat  furnace.  The total  estimated  cost of the
     project  is  approximately  $8,100,000  of  which  a  downpayment  totaling
     $710,000 was made during September 1995. Project completion is estimated to
occur in May 1996.                                                    

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NOTE 15 - RELATED PARTY TRANSACTIONS                                            

     A  management  agreement  exists  between  the  Company and J&L whereby the
     Company or its designated  affiliate provides executive management advisory
    services to J&L. The contract term of the agreement is for a period of six
     years and is subject to being  automatically  renewed annually  thereafter,
     unless terminated by any party to the agreement. Annual compensation to the
     Company under this agreement  totals $600,000 which includes  out-of-pocket
     expenses  incurred by the Company of up to $150,000  annually.  The Company
     exercised  its right under the  agreement  to designate  Mentmore  Holdings
     Corporation ("Mentmore") as the management advisory service provider and as
     a result  has  assigned  all fees the  Company  is  entitled  to under this
     agreement to Mentmore. Management fee expense paid to Mentmore for the year
ended June 30, 1995 under this agreement totaled $150,000.            

     Mentmore engages in investment banking and corporate  management  services.
     An investment  banking fee totaling $500,000 was paid to Mentmore by J&L in
conjunction with the Acquisition. Richard L. Kramer is Chairman of the
Board and Secretary of Mentmore. William L. Remley is a director and  
President of Mentmore.                                                

     The  President  and  Treasurer of the Company is also the sole director and
     executive  officer of Trinity,  a sole  director and  executive  officer of
     Ascott Wing,  Inc. and a Trustee for The A.J. 1989 Trust.  Various  lending
     and stock  purchase  warrant  agreements  have been executed by the Company
    with Trinity (see Notes 9 and 11).  Various  loans to the Company had been
     made by The A.J. 1989 Trust,  and a Deferred  Purchase Money Note exists in
     consideration  for BESCC  preferred  stock  redeemed on March 15, 1995 (see
Note 9).                                                              

     Long-term employment contracts exist with three executives at J&L, formerly
     owners of JLS. These employment contracts extend for five year periods each
through March , 2000.                                                 

NOTE 16 - SEGMENT INFORMATION                                                   

     The Company's continuing  operations include two distinct business segments
     within its single operating  subsidiary,  J&L. J&L Structural  manufactures
     and fabricates  lightweight  structural  steel shapes which are distributed
     principally to the manufactured  housing,  tractor trailer construction and
     ship building  industries.  Brighton designs,  manufactures and sells steel
     piercer points which represent disposable tooling used in the production of
     seemless  steel tubes used in the  petrochemical  industry.  The  remaining
     operations of Hupp were  discontinued on October 27, 1994, as a result of a
     secured party sale of all of its assets (see Note 1). Results of operations
     for Hupp have been included in discontinued operations for all fiscal years
     presented.  Hupp  manufactured  heating,  ventilating and air  conditioning
     equipment  used  primarily  in  commercial   applications   and  fractional
     horsepower  electrical  motors and mobile  products  used  primarily in the
     heavy duty and  off-road  truck  markets.  The Company had  operated in two
additional business                                                   

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NOTE 16 - SEGMENT INFORMATION - CONTINUED                             

     segments, CPT Office Systems and CPT Image Systems, which were discontinued
     during  1993.   These   discontinued   subsidiaries  had  operated  in  the
     information  handling and  communications  business.  CPT Corporation  (the
     predecessor  company) had operated in the information  technology  business
     consisting  of  proprietary  software and  hardware in the word  processing
     business and the imaging  technology  business.  Financial  information for
     continuing  operations by business  segment for the fiscal years ended June
30, is as follows:                                                    

                                                        · Enlarge/Download Table

                                                               (in thousands of dollars)        
                                                       1995            1994                1993 

 Sales to unaffiliated customers:                                                               
                                                                                                
      BESCC/Brighton                          $     6,060    $        5,785     $         3,739 
      J&L Structural                               25,148                 -                   - 

          Total                                 $  31,208    $        5,785     $ 3,739         
Income (loss) from continuing operations:                                                       
      CPT Holdings, Inc.                        $  (1,094)     $       (476)               (674)
      BESCC/Brighton                                  769               708                 475 
      J&L Structural                                  346                 -                   - 
          Income (loss) from continuing                                                         
              operations before income taxes           21               232                (199)
      Income tax benefit                              389                -                   -  
              Total                             $     410    $          232     $          (199)
 Identifiable assets:                                                                           
      CPT Holdings, Inc.                      $       436    $           17                     
      BESCC/Brighton                                3,299             3,512                     
      J&L Structural                               57,120               -                       
      Continuous Caster Corp.                         348               -                       
      Discontinued operations (Hupp)                    -             4,902                     

          Total                               $    61,203    $        8,431                     

     BESCC/Brighton's  revenue was  generated by five,  five and four  customers
     that  comprised  73%,  82% and 69% of its total  revenue in 1995,  1994 and
1993, respectively.                                                   

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Report of Independent Certified Public Accountants                              

Board of Directors                                                              
CPT Holdings, Inc. and Subsidiaries                                             

In connection  with our audit of the  consolidated  financial  statements of CPT
Holdings,  Inc. and  Subsidiaries  referred to in our report dated September 26,
1995, which is included in the 1995 Form 10-K,  we have also audited  Schedules 
I & II and Exhibit 11 as of and for the period ended June 30, 1995. In our      
opinion,  these schedules present fairly, in all material respects, the         
information required to be set forth therein.                                   

                                                            GRANT THORNTON LLP

Pittsburgh, Pennsylvania                                                        
September 26, 1995,                                                             
except for Note 9, to which the date is October 12, 1995                

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                                  CPT HOLDINGS, INC.
                      SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                  June 30,
                                  ($000's)

Balance Sheets                                                                  

                                                                · Download Table


     Assets                                              1995         1994     

                                                                               
    Cash and cash equivalents                         $      436   $        17 
    Note receivable                                          -             200 
    Investment in subsidiary                               7,120         3,400 

           Total assets                               $    7,556   $     3,617 

    Liabilities and Shareholders' Equity                                       

    Accrued liabilities                               $      501   $        63 
    Due from subsidiaries                                    -             393 
    Long-term obligations                                  6,379           900 
    Accounts payable                                          35           538 
    Common stock:  authorized 30,000,000 shares                                
          at $0.05 par value each; 1,510,084 shares                            
        issued and outstanding                                76            76 

    Capital in excess of par value                         5,361         4,368 

    Accumulated deficit                                   (4,796)       (2,721)

    Total shareholders' equity                               641         1,723 

    Total liabilities and shareholders' equity        $    7,556   $     3,617 

Statements of Cash Flows                                                       

    Cash flows from operating activities              $    1,185   $       493 
    Cash flows from investing activities                  (4,672)        -     
    Cash flows from financing activities                   5,000         -     
    Net loss                                              (1,094)         (476)

    Increase (decrease) in cash and cash equivalents         419            17 

    Cash and cash equivalents                                                  
        Beginning of year                                     17          -    
        End of year                                   $      436   $        17 

Statements of Loss                                                             

    Other income                                      $       (7)  $      (259)
    Interest expense (income), net                           470            (2)
    Operating expenses                                       631           737 
    Net loss                                          $    1,094   $       476 

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                                   CPT HOLDINGS, INC. AND SUBSIDIARIES

                                  SCHEDULE   II  -  VALUATION   AND   QUALIFYING
                                 ACCOUNTS  For the years  ended  June 30,  1995,
1994 and 1993 
                                  ($000's)

                                                        · Enlarge/Download Table


           Column A                 Column B         Column C           Column D             Column E          Column F    

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

         Description               Balance at       Charges to      Retirements (1)        Other charges        Balance    
                                  beginning of       costs &                               add (deduct)        at end of   
                                     period          expenses                                                   period     
------------------------------- ----------------- --------------- --------------------- -------------------- --------------

1995                                                                                                                       

Allowance for Doubtful                                                                                                     
    Accounts in Accounts                                                                                                   
    Receivable                  $     124         $      67       $     161              $         214       $     244     

Allowance for Sales                                                                                                        
    Discounts and Claims             $     -         $   -        $       19            $         103        $       84    

Contigency Reserve                   $      -     $    200             $    -                $      -        $     200     

1994                                                                                                                       

Allowance for Doubtful                                                                                                     
    Accounts In Accounts                                                                                                   
    Receivable                  $      106        $      18            $    -                $      -            $         
                                                                                                             124           

1993                                                                                                                       

Allowance for Doubtful                                                                                                     
    Accounts in Accounts                                                                                                   
    Receivable                  $     2,028       $   106              $    -                 $  (2                $   106 
                                                                                        ,028)(2)                           
------------------------------- ----------------- --------------- --------------------- -------------------- --------------


(1)  Represents write-offs of uncollectable accounts or realized sales discounts
and claims.                                                           
(2)  Represents write-offs of uncollectable accounts of discontinued operations 

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                                  EXHIBIT 11
                                   CPT Holdings, Inc. and Subsidiaries

                                   COMPUTATION OF EARNINGS PER SHARE

                                  Years ended June 30,

                                                        · Enlarge/Download Table


                                                       (in thousands of dollars, except share amounts)         
                                                           1995                  1994                          
 1993                                                                                                          

                                                                                                               
Income (loss) before extrardinary items             $       1,986        $         (8,340)    $           (608)
Gain on extraordinary items                                 3,527                 -                      -     
               Net income (loss)                    $       5,513        $         (8,340)    $           (608)
Primary Shares:                                                                                                
    Weighted average number of shares                                                                          
        outstanding during period                       1,510,084               1,510,084            1,510,084 
    Shares issuable on exercise of all dilutive                                                                
        stock warrants, less shares assumed                                                                    
        repurchased from proceeds                          -                       -                           
-                                                                                                              

               Total                                    1,510,084               1,510,084            1,510,084 

    Primary earnings (loss) per share before                                                                   
        extraordinary items                         $        1.31        $         (5.52)     $           (.41)
    Primary earnings per share on                                                                              
        extraordinary items                                  2.34                  -                      -    

                                                    $        3.65        $         (5.52)     $           (.41)

Assuming Full Dilution:                                                                                        

    Weighted average number of shares                                                                          
        outstanding during period                       1,510,084               1,510,084            1,510,084 
    Shares issuable on exercise of all dilutive                                                                
        stock warrants, less shares assumed                                                                    
        repurchased from proceeds                         424,496                 -                     -      

               Total fully-diluted common                                                                      
                    and equivalent shares               1,934,580               1,510,084            1,510,084 

    Earnings (loss) per share before extraordinary                                                             
        items  assuming full dilution               $        1.04        $         (5.52)     $           (.41)
    Earnings per share on extraordinary                                                                        
        items assuming full dilution                         1.82                 -                     -      

    Net earnings (loss) per share assuming                                                                     
        full dilution                               $        2.86        $         (5.52)     $           (.41)

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		1/3/92		1		14
		7/1/92		25
		9/11/92		36
		9/29/92		36
		10/29/92		10
		1/8/93		26
		2/1/93		1		25
		2/5/93		15		26
		2/8/93		1		38
		6/30/93		11		44
		6/30/94		11		44
		10/10/94		8
		10/27/94		1		40
		11/1/94		8
		11/4/94		18
		2/28/95		8
		3/15/95		16		40
		4/1/95		15		37
		4/6/95		1		37			8-K
		4/21/95		1		18			8-K
For The Period Ended		6/30/95		1		44			NT 10-K
		7/24/95		11		26
		8/1/95		31
		8/31/95		1		16
		9/26/95		20		42
		10/1/95		32
		10/12/95		20		42
Filed On / Filed As Of		10/13/95		19
		3/15/96		16		32
		6/30/96		33					10-K
		4/30/98		33
		5/1/98		33
		7/31/98		8
		4/1/0		31
		4/1/1		31		33
		3/31/2		31
		6/30/2		36
		12/15/2		1		30
		1/21/3		32
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