SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

Annual report ("Report") pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1993

Commission file number 1-10659

ROBERTSON-CECO CORPORATION
- - ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 36-3479146
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

222 Berkeley Street, Boston, Massachusetts 02116
- - ---------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (617) 424-5500
--------------
Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------

Common Stock, par value, $0.01 per share New York Stock Exchange
- - ---------------------------------------- -----------------------

Securities registered pursuant to Section 12(g) of the Act:
None
- - ---------------------------------------------------------------------
(Title of Class)

The aggregate market value of the voting stock held by non-affiliates
of the
Registrant was $20,157,100 based upon the closing sales price of Registrant's
common
stock on the New York Stock Exchange on March 14, 1994. (The value of shares of
common stock held by executive officers and directors of the Registrant and
their
affiliates has been excluded.)

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 amendments to this Form
10-K. [ ]

As of March 14, 1994, 16,287,586 shares of common stock of the
Registrant were
outstanding.

Portions of the Registrant's definitive proxy statement for Registrant's
1993
annual meeting of stockholders to be filed with the Commission not later than
120
days after the end of Registrant's fiscal year covered by this report
("Report") are
incorporated by reference into Part III.
-1-

ROBERTSON-CECO CORPORATION

Table of Contents

PART I
Page
-----------------------------------------------------------
Item 1. Business . . . . . . 3

Item 2. Properties . . . . . . . . . . . . . . . . . 8

Item 3. Legal Proceedings. . . . . . . . . . . . . . 9

Item 4. Submission of Matters to a Vote of Security Holders. . . 10

Item 4.1 Executive Officers of the Registrant . . . . 11

PART II

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

Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters . . . . . . . . . . . . . 13

Item 6. Selected Financial Data. . . . . . . . . . . 14

Item 7. Management's Discussion and Analysis of
Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . 16

Item 8. Financial Statements and Supplementary Data. 26

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . 60

PART III

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

Item 10. Directors and Executive Officers of the Registrant . . . 61

Item 11. Executive Compensation . . . . . . . . . . . 61

Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . 61

Item 13. Certain Relationships and Related Transactions . . . . . 61

PART IV

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

ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . 62

Signatures. . . . . . . . . . . . . . . . . . . 64

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ITEM 1. BUSINESS
--------

THE COMPANY

Robertson-Ceco Corporation (the "Company") was formed on November 8,
1990 by
the merger (the "Combination") of H. H. Robertson ("Robertson") and Ceco
Industries, Inc. ("Ceco Industries") with and into The Ceco Corporation
("Ceco"),
a wholly-owned subsidiary of Ceco Industries, with Ceco continuing as the
surviving corporation under the name Robertson-Ceco Corporation. The Combination
was accounted for using the purchase method, with Robertson deemed the acquiror.
Accordingly, the assets, liabilities and results of operations of Ceco
Industries
are included in the Company's consolidated financial statements only for periods
subsequent to November 1, 1990.

The Company and its subsidiaries operate in three segments: (1) the Metal
Buildings Group, which is engaged in the manufacture, sale and installation of
pre-engineered metal buildings for commercial and industrial users; (2) the
Building Products Group, which provides construction services and at certain
locations is engaged in the manufacture, sale and installation of non-
residential
building components, including wall, roof and floor systems; and (3) the
Concrete
Construction Group, which is engaged in the provision of subcontracting services
for forming poured-in-place, reinforced concrete buildings. Most of the products
and services which the Company manufactures and sells are used in the
construction of buildings, including commercial and industrial buildings,
schools, offices, hospitals and multi-family dwellings. The Company considers
all
aspects of its business to be highly competitive. The Company's business is
both
seasonal and cyclical in nature and, as a consequence, has certain working
capital needs which are characteristic of the industry in which the Company
conducts its business. At a time of increased construction activity, the Company
has a need for increased working capital which traditionally has been funded
principally by short-term bank borrowings and letters of credit. When
construction activity declines on a temporary basis, the Company tends to
increase its liquidity position and reduce its accounts receivable, inventories
and accounts payable.

As a result of the significant, negative impact on operations and liquidity
caused by the severe recession in the worldwide non-residential construction
markets, and the unlikelihood that a turnaround in the economy would occur in
the
near future, during the third quarter of 1991, the Company began to develop a
restructuring plan designed to improve its operational and financial
performance.
In connection with this restructuring plan, during the first quarter of 1992,
the
Company sold (a) certain of its domestic building products and construction
businesses, including the operations of the Ceco Door Products, the Ceco Entry
Systems and the Ceco/Windsor Door operating units of the Company (collectively,
the "Door Business"), acquired as part of the Combination, and the portion of
the
Company's H. H. Robertson Company (USA) operating unit engaged in the design,
fabrication, marketing, sale and erection of industrial and architectural wall,
roof and other building products systems (the "X-1 Business") for approximately
$135 million, (b) its floor and deck business (the "Floor Business") for $2.4
million and (c) its subsidiary located in South Africa (the "South African
Subsidiary") and, together with the X-1 Business and the Floor Business, the
"Sold Businesses") for $5.3 million. The Company's 1990 results of operations
were reclassified to reflect the Door Business as a discontinued operation. The
X-1 Business, the Floor Business and the South African Subsidiary, which were
recorded as held for sale at December 31, 1991, represent a portion of a segment
and operated as part of the Company's Building Products Group. In November of
1993, the Company sold its subsidiary located in the United Kingdom (the "U.K.
Subsidiary") which also operated as part of the Company's Building Products
Group.

In addition to the sale of the Door Business, the Sold Businesses and the
U.K. Subsidiary discussed above, a series of other operational restructuring
actions were taken in 1991, 1992 and 1993. Operational restructuring actions
which have taken place include downsizing the corporate headquarters, closing
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excess plants and redistributing manufacturing operations and equipment from
closed operations, consolidating and improving capacity and cost
effectiveness at
remaining plants, closing sales and district offices, relocating certain
product
lines, reducing work force levels and consolidating certain financial and
administrative functions. The Company is continuing to pursue a variety of
further operational restructuring options, including further consolidation and
redistribution of operations and equipment and withdrawal from unprofitable and
nonstrategic businesses through sale or closure.

The significant financial restructuring actions which were completed
during
1993 include: the completion of the Company's exchange offer for the Company's
15.5% Discount Subordinated Debentures due 2000 for new debt and common stock
and
the exchange of the Company's outstanding cumulative convertible preferred
stock
for common stock; replacement of the Company's domestic credit facility;
significant reductions in outstanding letters of credit; renegotiation and
settlement of certain operating leases in connection with the Company's
downsizing activities; retirement of a $4.0 million facility fee note through
the
issuance of 1,374,292 shares of common stock; and the sale of 3,333,333 newly
issued shares of the Company's common stock and the transfer of all assets,
claims and rights under a foreign project to an outside investor which is
indirectly controlled by a director of the Company for $10.0 million.

METAL BUILDINGS

The Company owns and operates three pre-engineered metal building
companies:
Ceco Building Systems, Star Building Systems, and H. H. Robertson Building
Systems (Canada). Pre-engineered metal buildings have traditionally accounted
for a significant portion of the market for commercial and industrial buildings
under 150,000 sq. ft. in size that are built in North America. Historically
aimed
at the one-story small to medium building market, the use of the product is
expanding to large (up to 1 million sq. ft.), more complex, and multi-story (up
to 4 floors) buildings. The product provides the customer with a custom designed
building at generally a lower cost than conventional construction and is
generally faster to job completion from concept.

The Company's pre-engineered metal buildings are designed and manufactured
at plants in California, Iowa, Mississippi, North Carolina, and in Ontario,
Canada. The buildings are sold through builder/dealers located throughout the
U.S. and Canada. In addition to sales in North America, in recent years the
Company has been selling its buildings to a growing Asian market. Sales to
these
markets are made both through local unaffiliated dealers and by Company
salespersons. The principal materials used in the manufactured buildings are
hot
and cold rolled steel products that are readily available from many sources.
The
buildings consist of four components: primary structural steel, secondary
structural steel, cladding, and accessories (doors, windows, flashing, etc.).
The
buildings are erected by the dealer network supplemented by subcontractors and,
in certain cases, by Company erection crews.

The Company believes it is an important manufacturer of pre-engineered
buildings, although it faces competition from other manufacturers. Price and
service are the primary competitive features in this market. The Metal
Buildings
Group accounted for 31%, 47% and 57% of the Company's revenue (before
intersegment eliminations) in 1991, 1992 and 1993, respectively.

-4-

BUILDING PRODUCTS

The Building Products Group provides construction services and at certain
locations, manufactures products, and provides construction services with
respect
to, (a) insulated and non-insulated roofing, siding and exterior wall panels;
(b) fluted steel roofs and decks and fluted and cellular steel floor and
deck and related supplies and accessories; (c) louvers and ventilators; and
(d) architectural wall systems. In connection with an agreement pursuant
to which the Company sold the Door Business and the X-1 Business, the
Company (a) sold its
United States building products businesses, other than its architectural wall
operations located at its Cupples Products Division ("Cupples") in St. Louis,
Missouri, and (b) agreed not to compete in the United States with respect to
the
building products businesses which were sold. Cupples continues to design,
engineer and manufacture architectural wall systems. The principal materials
used
by the Company in the manufacture of its building products are coiled steel
(both
galvanized and prepainted), coiled and sheet aluminum, ingot aluminum, glass
synthetic resins and metal fastening devices. These materials are readily
available from multiple sources.

Cupples markets and sells its products both in the United States and
throughout the rest of the world. The principal geographic areas in which the
Company's other building products are sold are Continental Europe, Australia,
Canada, New Zealand and Southeast Asia. The Company's building products compete
on a worldwide basis with a number of manufacturers of metal building products
which are similar to those fabricated by the Company. Further competition comes
from manufacturers using other materials such as concrete, brick, gypsum
products, glass and reinforced plastics. Price, service, warranty and product
and
installation performance each affect competition for the Company's building
products.

The Building Products Group accounted for 56%, 36% and 26% of the Company's
revenues (before intersegment eliminations) in 1991, 1992 and 1993,
respectively.

CONCRETE CONSTRUCTION

The Concrete Construction Group provides a subcontracting service for
forming poured-in-place, reinforced concrete buildings. The forms are used to
mold the site-case concrete floors, roofs, walls and other miscellaneous parts
of
buildings, and generally are removed for repeated use on the same structure or
on
other buildings. After the forms are in place, other parties provide material
and
labor for reinforcement and concrete. In selected markets, the Company provides
additional services which may include material and labor for concrete and
reinforcing steel, as well as project management for construction of the entire
concrete structural frame or skeleton of a building. The Company's primary
market
is the non-residential building segment of the U.S. construction market,
including commercial, industrial and institutional buildings, as well as water
storage and treatment plants, and other similar public programs.

The Concrete Construction Group maintains storage facilities for its
forming
and other equipment at locations throughout the United States. The yards are
located regionally to reduce transportation costs in servicing of construction
markets located throughout the country. In addition, the Company currently
operates two remanufacturing facilities which are equipped to recondition forms,
as required for repeated use. Construction services are provided by the
Company's own employees or by subcontractors. Although the number of workers
employed in this business varies because of the cyclical and seasonal nature of
construction activity, the supply of labor is considered to be adequate.
Concrete forming services are sold to general building contractors and others
through the regional sales offices. At December 31, 1993, there were concrete
construction sales offices in 21 cities throughout the continental United
States.
The Company believes that it is the largest organization performing such
services
in the United States; however, there are a number of local and regional general
building contractors, concrete subcontractors and forming subcontractors
offering

-5-

competitive services, often with lower transportation costs and overhead
than the
Company. The Company competes with these firms through a regional marketing
network, preconstruction services (such as design consulting and project
scheduling) and national name-recognition. The Company's experience and volume
allow it to maintain cost advantages with respect to certain aspects of the
services offered. The Concrete Construction Group accounted for 13%, 17% and
17%
of the Company's revenues (before intersegment eliminations) in 1991, 1992 and
1993, respectively.

CUSTOMERS

The Company serves a wide variety of customers, virtually all of which are
in the construction industry, and there is no dependence upon a single customer,
group of related customers or a few large customers.

INVENTORY AND BACKLOG

Virtually all sales of pre-engineered metal buildings and building products
are for specific projects, and the Company maintains a minimum inventory of
finished products. Shipments of pre-engineered metal buildings and building
products are generally made directly from the manufacturing plant to the
building
sites. Raw materials are largely comprised of steel-related materials which are
susceptible to price increases, especially during periods of strong economic
expansion. Historically, the Company and the related industries with which it
competes have been successful in passing on such price increases to
purchasers.

Due to the wide availability of the necessary raw materials and the
generally short delivery lead times, the Company generally has been able to
minimize its risk with respect to price increases in the raw materials used to
make its products. To the extent that the Company has quoted a fixed-price sales
contract and has not locked in the related cost of the raw materials, the
Company
is at risk for price increases in such raw materials.

An inventory of reusable forms for concrete construction in standard sizes
and shapes is maintained at locations throughout the United States. Special
sizes
and shapes may be required for specific jobs and are scrapped after use. The
Company believes that it has an adequate supply of standard forms to meet
current
and foreseeable demand and that any specialized forms are readily available from
multiple sources.

For material, backlog is determined primarily based upon receipt of a
letter
of intent or purchase order from the customer and with respect to erection work,
backlog is determined based primarily on receipt of the customer contract or
letter of intent. The Company reduces its backlog upon recognition of the
related
revenue. At December 31, 1993, the backlog of unfilled orders believed to be
firm
for the Company's ongoing businesses was approximately $151 million. On a
comparable basis, adjusted for the sale of the U.K. Subsidiary, which had at
December 31, 1992 backlog of approximately $26 million, the order backlog was
approximately $143 million at December 31, 1992. Approximately $10 million of
the
December 31, 1993 backlog is expected to be performed after 1994.

FACILITIES

During 1993, the Company's facilities for manufacturing pre-engineered
metal
buildings generally operated on a two-shift work schedule five days each week,
while the Company's facilities for manufacturing building products generally
operated on a one-shift work schedule five days each week. Should the need to
fill additional orders for its products occur, the Company believes it could
institute additional working shifts or work days. The majority of the Company's
pre-engineered metal buildings and building products are manufactured for

-6-

specific projects, and its forms for concrete construction are often standard
shapes and sizes which can be reused. Quantitative determination of total
production capacity and of utilization thereof is therefore not meaningful. The
Company believes its existing manufacturing facilities and labor force are
adequate to serve the present and reasonably foreseeable future needs of its
business.

PATENTS

The Company owns a number of patents with varying expiration dates
extending
beyond the year 2000. None of these patents is believed to be a major factor in
the competitive position of the Company. The Company has entered into various
licensing arrangements relating to the Company's patents, trademarks and
'know-how,' but the revenues received from these arrangements, in the aggregate,
are not significant.

RESEARCH AND DEVELOPMENT

The Company conducts limited research activities for the purpose of
developing new products and improvements to, and new applications for, existing
products. Research and development expenditures were approximately $2.0 million
in 1991, $.7 million in 1992, and $.5 million in 1993. The decline in research
and development expenditures is primarily a result of the exclusion of
businesses which have been sold.

ENVIRONMENTAL CONTROLS

The Company's manufacturing activities have generated and continue to
generate materials classified as hazardous wastes. The Company devotes
considerable resources to compliance with legal and regulatory requirements
relating to (a) the use of these materials, (b) the proper disposal of such
materials classified as hazardous wastes and (c) the protection of the
environment. These requirements include clean-ups at various sites. The
Company's
policy is to accrue environmental and clean-up related costs of a non-capital
nature when it is probable that a liability has been incurred and such liability
can be reasonably estimated. Based upon currently available information,
including the reports of third parties, management does not believe that the
reasonable possible loss in excess of the amounts accrued in the Company's
consolidated financial statements would be material. However, no assurance can
be
given that any future discovery of new facts and the retroactive application of
the Company's legal and regulatory requirements to those facts would not be
material and would not change the Company's estimate of costs it could be
required to pay in any particular situation.

EMPLOYEES

At December 31, 1993, the Company employed approximately 3,103 persons
worldwide and was a party to collective bargaining agreements with various labor
unions covering approximately 785 U.S. employees and 119 foreign employees.
Work
stoppages are generally a possibility in connection with the negotiation of
collective bargaining agreements, although the Company believes that its
employee
relations are generally satisfactory.

-7-

FOREIGN OPERATIONS

As described above, the Company owns subsidiaries or directly conducts
operations in several foreign countries. For the year ended December 31, 1993,
foreign operations accounted for 25% of the Company's revenues before inter-area
eliminations, and at December 31, 1993, foreign operations accounted for 22% of
the Company's total assets (before adjustments and eliminations). The Company's
foreign investments and businesses result in several risks to the Company's
financial condition and results of operations, including potential losses
through
currency exchange rate fluctuations, expropriation of assets, restrictions upon
the repatriation of capital and profits, and foreign governmental regulations
discriminating against non-domestic companies. The Company intends to comply
with
United States laws and Treasury Department and Commerce Department regulations
concerning boycotts, which compliance could adversely affect the Company's
business in countries which impose boycott requirements.

ITEM 2. PROPERTIES
----------

The Company maintains and operates manufacturing plants world-wide to
produce the products and materials required by its business activities. The
listing below identifies those manufacturing facilities which are currently used
in the Company's business and identifies the business segments that use the
properties. Facilities not indicated as "leased" are owned in fee by the
Company. Substantially all of the Company's domestic manufacturing facilities
are
pledged as collateral in connection with the Company's domestic credit facility.

MANUFACTURING PLANT BUSINESS SEGMENT
- - ------------------- ----------------

Monticello, Iowa Metal Buildings
Lockeford, California Metal Buildings
Mt. Pleasant, Iowa Metal Buildings
Rocky Mount, North Carolina Metal Buildings
Columbus, Mississippi Metal Buildings
Hamilton, Ontario, Canada Metal Buildings
St. Louis, Missouri (leased) Building Products
Granollers, Spain Building Products
Broenderslev, Denmark Building Products
Revesby, N.S.W., Australia Building Products

Each of the Company's manufacturing plants is an operating facility,
designed to produce particular items. The productive capacities of these plants
are adequate to serve the Company's business needs at a volume at least equal to
that achieved in 1993.

-8-

ITEM 3. LEGAL PROCEEDINGS
-----------------

LAWSUITS

Three related lawsuits were filed by or against the Company in 1990 and
1991
and are pending in the Supreme Court of the State of New York (Cupples Product
Division of H. H. Robertson Company v. Morgan Guaranty Trust Company of New
York,
et al; Ace Contracting Company, a Division of Cell-San Construction Company,
Inc.
v. Morgan Guaranty Trust Company of New York, et al; H. Sand & Co., Inc. v.
Morgan Guaranty Trust Company of New York). The lawsuits arise out of the
construction of new headquarters for Morgan Guaranty Trust Company of New York
("Morgan") at 60 Wall Street, New York, New York. Cupples acted as a
subcontractor for the provision and erection of custom curtainwall for the
building. Morgan and Tishman Construction Company of New York ("Tishman"), the
general contractors for the project, have claimed that the Company and Federal
Insurance Company ("Federal"), as issuer of a performance bond in connection
with
the Company's work, are liable for $29.9 million in excess completion costs and
delay damages due to the Company's alleged failure to perform its obligations
under its subcontract. The Company has taken action to enforce a $5.0 million
mechanic's lien against the building and seeks to recover more than $10.0
million
in costs and damages caused by Tishman's breach of the subcontract with the
Company. The Company and Federal believes there are meritorious defenses to
those
claims against them and are vigorously defending and prosecuting these actions.

In February 1994, the Company filed suit in state court in Iowa against
Alaska Industrial Development and Export Authority ("AIDEA"), Olympic Pacific
Builders, Inc. ("OPB") and Strand Hunt Corp. ("Strand Hunt") and others alleging
breach of contract, tortious interference with contractual relations, negligence
and misrepresentation, and seeking payment of amounts owed to the Company and
other damages in connection with a pre-engineered metal building in Anchorage,
Alaska. The Company fabricated the building for OPB, which in turn supplied the
building to Strand Hunt, as general contractor for AIDEA. In March 1994, Strand
Hunt filed suit in the Superior Court for the State of Alaska against a number
of
parties, including the Company and its surety. Strand Hunt has alleged against
the Company breach of contract, breach of implied warranties, misrepresentation
and negligence in connection with the fabrication of the building and seeks
damages in excess of $10 million. The Company believes that it is entitled to
payment and that it has meritorious defenses against the claims of Strand Hunt.

Two separate, but related lawsuits have been filed by or against the
Company
in connection with a $2.4 million subcontract performed by Cupples for the
supply
and erection of custom curtainwall on a commercial office building project
known
as the 3DI Tower in Houston, Texas. On January 29, 1991, Harvey Construction
Company ("Harvey"), the general contractor, filed suit in federal court in
Houston asserting claims for the owner/developer of the project as well as
attempting to enforce a $4.0 million state court judgment against Cupples by
virtue of the indemnity provisions in the subcontract (Harvey Construction Co.
v.
Robertson Ceco Corp.). On January 30, 1991, without knowledge of the action
filed by Harvey the previous day, Cupples filed an action in federal court in
St.
Louis seeking a declaratory judgment that it is not liable under the indemnity
provisions or for any of the owner/developer's claims that were assigned to
Harvey (Cupples Products Division of Robertson Ceco Corp. v. Harvey Construction
Co.). Harvey has filed a counterclaim in the St. Louis action, seeking to
enforce the state court judgment as well as the assigned claims. Other than
demanding indemnity for the $4.0 million state court judgment, Harvey's
counterclaims seek unspecified damages. The Company believes it has meritorious
defenses to Harvey's claims against Cupples and is vigorously defending and
prosecuting these actions.

There are various other proceedings pending against or involving the
Company
which are ordinary or routine given the nature of the Company's business. While

-9-

the outcome of the Company's legal proceedings cannot at this time be predicted
with certainty, management does not expect that these matters will have a
material adverse effect upon the consolidated financial condition or results of
operations of the Company.

During 1993 and through February 1994, the Company resolved and settled
certain litigation relating to matters of alleged employment discrimination and
alleged breaches of real estate leases by the Company. These settlements did
not
have a material adverse effect on the Company's 1993 Consolidated Statement of
Operations.

ENVIRONMENTAL MATTERS

The Company has completed its investigation with respect to the remediation
of two owned disposal sites formerly used by Robertson to dispose of plant
wastes
from the Company's former Ambridge, Pennsylvania, manufacturing facility. The
Company has submitted its reports of findings to the Pennsylvania Department of
Environmental Resources ("PDER") and it is now in the process of submitting
work
plans for remedial activities for both sites to the PDER for its consideration
and approval. The Company also is in the process of negotiating a Consent Order
and Agreement to memorialize the agreed upon approach to remediate these sites.
In another matter, the Company has submitted a proposal to the Illinois
Environmental Protection Agency ("IEPA) regarding an appropriate modified
closure
plan for a hazardous waste storage facility for electric arc furnace dust at
Ceco's former Lemont, Illinois, steel mill facility. Environmental closure at
this site is substantially complete. A closure unit has been constructed and a
post-closure groundwater monitoring well system has been installed and is
currently in operation. The Company has entered into discussions with the IEPA
regarding what further conditions they will require to secure final closure.
The
Company has recorded reserves in amounts which it considers to be adequate to
cover the probable and reasonably estimable costs which may be incurred in
relation to these matters. However, no guarantee can be made that the relevant
governmental authorities will accept the remediation plans or actions proposed
by
the Company or the position taken by the Company as to its legal
responsibilities
and therefore that more costly remediation efforts will not be required.

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

During the fourth quarter of the fiscal year covered by this report no
matter was submitted to a vote of security holders.

-10-

ITEM 4.1. EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

The following table sets forth certain information regarding the executive
officers of the Company as of March 14, 1994.

Name Age Position
---- --- ---------

Andrew G. C. Sage, II 68 Chairman
Michael E. Heisley 57 Chief Executive Officer, Vice
Chairman
Denis N. Maiorani 45 President
John T. Baker 34 Vice President, Financial
Planning
Stephen P. Bishop 37 Vice President and Treasurer
Douglas P. Gernert 36 Corporate Senior Vice
President and President,
Cupples Products
George S. Pultz 42 Vice President, General
Counsel and Secretary
Gerardo Rodriguez 54 Corporate Vice President, and
President, Building Products-
Europe
Ronald W. Schuster 43 Corporate Vice President, and
President, Ceco Concrete
Construction
John C. Sills 38 Vice President and Controller

Mr. Andrew G. C. Sage, II is Chairman (since July 1993) of the Company.
Mr. Sage also served as President (from November 1992 until July 1993) and Chief
Executive Officer (from November 1992 until December 1993) of the Company. Mr.
Sage is also President of Sage Capital Corporation ("Sage Capital"), a general
business and financial management corporation specializing in business
restructuring and problem solving. Prior to the formation of Sage Capital in
1989, Mr. Sage was a consultant to and a director of RJR Nabisco, Heico, Inc.,
Pettibone Corporation and USIF Real Estate. Mr. Sage is a director of
Computervision Corporation, Fluid Conditioning Products, Heico, Inc. and
Pettibone Corporation.

Mr. Heisley is Chief Executive Officer and Vice Chairman (since December
1993) of the Company. Mr. Heisley is Chairman of the following companies:
Heico, Inc. (since 1978), a diversified manufacturing company; Pettibone
Corporation (since 1988), a manufacturer of heavy equipment; Davis Wire
Corporation (since 1991), a manufacturer of steel wire; Steelastic Company
(since
1991), a manufacturer of tire making equipment; Tom's Foods, Inc.
(since 1993), a
manufacturer and distributor of snack foods; Newbury Industries, Inc. (since
1993), a manufacturer of injection molding equipment for the plastics industry,
and Nutri/System, Inc. (since 1993), a national weight maintenance company.
He is
also a director of Envirodyne, Inc. (since 1994).

Mr. Maiorani is President (since July 1993) of the Company. Prior to being
elected President, Mr. Maiorani served in various senior management positions
with the Company including Executive Vice President and Chief Administrative
Officer (from November 1992 until July 1993), Chief Financial Officer (from
March
1992 until July 1993) and Senior Vice President (from March 1992 until November
1992). Prior to joining the Company, Mr. Maiorani was Senior Vice President and
Chief Financial Officer (1988-1992) of M/A-COM, Inc., a manufacturer of
electronic semi-conductors, components and subsystems.

Mr. Baker is Vice President of Financial Planning (since March 1993) of the
Company. Previously, Mr. Baker was Director of Financial Planning (from April

-11-

1992 until March 1993) of the Company. From 1990 to 1992, Mr. Baker was Vice
President of Sixx Holdings, Incorporated, an investment corporation. From 1988
to 1990, Mr. Baker was Vice President of The Thompson Company, an investment
company.

Mr. Bishop is Vice President and Treasurer (since August 1992) of the
Company. Prior to that date, Mr. Bishop was Assistant Treasurer (1983-1992) of
General Cinema Corporation (now known as Harcourt General).

Mr. Gernert is Corporate Senior Vice President (since July 1993) of the
Company and President, Cupples Products Division (since January 1993). Mr.
Gernert also served as Senior Vice President, Corporate Planning and Development
(from March 1992 until July 1993). Prior to that time, Mr. Gernert was Founder
and Managing Director (1991) of Counterpoint Management, a management consulting
business. From 1989 to 1990, Mr. Gernert was Vice President and Assistant to the
President and, from 1988-1989, was Vice President-Corporate Development of HMK
Enterprises, a diversified holding company.

Mr. Pultz is Vice President, General Counsel and Secretary (since January
1993) of the Company. Previously, Mr. Pultz was Assistant General Counsel and
Assistant Secretary (1990-1993) and Assistant Corporate Counsel (1985-1990) of
M/A-COM Inc. In addition, Mr. Pultz served as director (1988-1990) of Meteor
Message Corporation, a start-up global positioning and messaging services
provider. Mr. Pultz was also Clerk (1989-1993) of Filcom Microwave Inc., a
microwave filter assembly maker.

Mr. Rodriguez is Corporate Vice President and President, Building Products
- - - Europe (since March 1993) of the Company. Prior to that date, Mr. Rodriguez
was a private consultant (1990 to 1993) for various companies in the
engineering,
pharmaceutical and food industries in the United Kingdom, France and Spain.
From
1988 to 1990, Mr. Rodriguez was Vice President, in London, England, of
International Nabisco Brands, Inc.

Mr. Schuster is Vice President of the Company and President of
Robertson-Ceco Concrete Construction Group (since January 1993). Prior to that
time, Mr. Schuster held various senior level positions with the Company,
including Regional Manager, Northern Region (1991-1992), Regional Manager, North
Central Region (1990-1991), and District Manager/Operations Manager, Chicago
(1988-1990).

Mr. Sills is Vice President and Controller (since May 1992) of the Company.
Previously, Mr. Sills was an independent consultant to a commercial bank and was
a Senior Audit Manager (1981-1991) at Price Waterhouse, a public accounting
firm.

-12-

PART II

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

COMMON STOCK

The Company's Common Stock is listed for trading on the New York Stock
Exchange ("NYSE") under the symbol "RHH". The following table sets forth the
high and low sale prices per share of the Common Stock as reported on the NYSE
Composite Transaction Reporting System during the calendar periods indicated.
Under the terms of the Company's domestic credit facility, the Company is
restricted from paying cash dividends on its Common Stock. The Company did not
pay cash dividends on the Common Stock during the periods set forth below.

High (1) Low (1)
---------- ----------

Calendar 1992
First Quarter. . . . . . . . . . . . . . $74 1/4 $39 3/16
Second Quarter . . . . . . . . . . . . . 37 1/815 15/32
Third Quarter. . . . . . . . . . . . . . 20 5/815 15/32
Fourth Quarter . . . . . . . . . . . . . 20 5/8 9 9/32

Calendar 1993
First Quarter. . . . . . . . . . . . . . $11 11/32 $ 6 3/16
Second Quarter . . . . . . . . . . . . . 9 9/32 3 3/32
Third Quarter. . . . . . . . . . . . . . 4 7/8 4 1/8
Fourth Quarter . . . . . . . . . . . . . 3 5/8 2 1/2

<FN>
(1) On July 23, 1993, a 1 for 16.5 reverse stock split of the Company's
Common Stock became effective. This reverse stock split followed the
issuance as of July 14, 1993 of 10,178,842 shares, after giving effect
to the reverse stock split, in exchange for $63,733,867 principal
amount of the Company's 15.5% Subordinated Debentures due 2000 and
500,000 shares of the Company's Preferred Stock pursuant to an exchange
offer for such debentures and preferred stock consummated on this date
(See Note 10 to the Consolidated Financial Statements). The high and
low sales prices per share of Common Stock prior to July 23, 1993 are
adjusted for the above reverse stock split.

There were approximately 2,844 holders of record of the Company's Common
Stock as of March 14, 1994. Included in the number of stockholders of record
are
stockholders who held shares in "nominee" or "street" name. The closing price
per share of the Company's Common Stock as of March 14, 1994, as reported under
the NYSE Composite Transaction Reporting System was $3.125.

-13-

ITEM 6. SELECTED FINANCIAL DATA

Set forth below are historical financial data concerning the Company at
December 31, 1989, 1990, 1991, 1992 and 1993 and for each of the five years in
the period ended December 31, 1993. These data have been derived from the
audited
consolidated financial statements of the Company for such periods, some of which
are presented elsewhere herein. The following information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and
Results of Operations" and the Company's consolidated financial statements and
the notes thereto appearing elsewhere in this Report.

Statements of Operations Data (a)(b)(c)(d):
(In thousands, except share data)

Year Ended December 31
--------------------------------------------------
1989 1990 1991 1992 1993 (e)
----- -------- --------- -------- --------

Net revenues . . . . . . $540,512 $551,905 $ 651,453 $400,953 $379,906
------- -------- --------- -------- --------
Costs and expenses:
Cost of Sales. . . . . 459,447 474,771 577,482 352,816 323,619
Selling, general and
administrative . . . 69,059 78,457 101,929 79,188 59,190
Restructuring expense
(income) . . . . . . - (2,105) 34,776 11,858 -
-------- -------- --------- -------- --------
Total costs and expenses . . .528,506 551,123 714,187 443,862 382,809
-------- -------- --------- -------- --------
Operating income (loss). 12,006 782 (62,734)(42,909) (2,903)
Interest expense . . . . (10,655) (11,861)(20,910) (15,319)(10,762)
Gain (loss) on businesses
sold/held for sale . . 1,211 - (25,371) (1,132) (9,700)
Other income (expense), net. . . 5,619 2,893 2,012 (6,783) 771
-------- -------- --------- -------- --------
Income (loss) from continuing
operations before
income taxes . . . . . 8,181 (8,186) (107,003)(66,143) (22,594)
Income taxes . . . . . . 2,689 2,552 2,030 1,205 9
-------- -------- --------- -------- --------
Income (loss) from
continuing operations. 5,492 (10,738) (109,033)(67,348) (22,603)
Income (loss) from
discontinued operations. . . . (1,148) (1,944)(15,769) (3,797) (2,500)
Extraordinary gain on
debt exchange. . . . . - - - - 5,367
Cumulative effect of
accounting change (f). - - - - (1,200)
-------- -------- --------- -------- --------
Net income (loss). . . .$ 4,344 $(12,682) $(124,802) $(71,145) $(20,936)
======== ======== ========= ======== ========
Earnings (loss) per common share(d):
Continuing operations. $ 13.70 $ (23.93) $ (124.49) $ (76.69) $ (3.65)
Discontinued operations. . . . (2.97) (4.29) (17.95) (4.31) (.40)
Extraordinary item . . - - - - .86
Cumulative effect of
accounting change (f). . . . - - - - (.20)
-------- -------- --------- -------- --------
Net income (loss) per
common share . . . .$ 10.73 $ (28.22) $ (142.44) $ (81.00) $ (3.39)
======== ======== ========= ======== ========
Weighted average number of
common shares outstanding. . . 384 457 878 880 6,217
======== ======== ========= ======== ========
Cash dividends declared per
common share . . . . . - - - - -
======== ======== ========= ======== ========
-14-

Balance Sheet Data (a)(b)(c):
(Thousands)

December 31
--------------------------------------------------
1989 1990 1991 1992 1993(e)
-------- --------- -------- --------- --------

Working capital surplus
(deficiency) . . . . . $ 59,289$ 63,602 $ 51,377$(101,200) $ 4,708
Total assets . . . . . . 307,850 539,340 422,937 232,370 181,823
Long-term debt (current
portion) (g) . . . . . 4,382 3,476 65,964 67,420 390
Long-term debt (excluding
current portion) . . . 46,885 108,056 69,897 1,426 45,084
Stockholders' equity
(deficiency) . . . . . 81,502 155,545 39,874 (34,189) (16,663)

<FN>
(a) The consolidated financial data reflect the results of operations and
assets and liabilities of Ceco Industries subsequent to November 1, 1990.
See Note 3 of the Notes to Consolidated Financial Statements.

(b) The consolidated statements of operations data exclude the results of
operations of the Sold Businesses subsequent to December 31, 1991. For
purposes of the consolidated balance sheet data, the Sold Businesses were
recorded as net assets held for sale at December 31, 1991. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" and Note 3 of the Notes to Consolidated Financial
Statements.

(c) The consolidated statements of operations data exclude the results of
operations of the Company's sold U.K. Subsidiary for periods subsequent to
September 30, 1993. The consolidated balance sheet data exclude the
assets and liabilities of the sold U.K. Subsidiary for all years
subsequent to December 31, 1992. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 3 of
the Notes to Consolidated Financial Statements.

(d) On July 23, 1993, a 1 for 16.5 reverse split of the Company's common stock
became effective. All common stock share amounts and per share data are
restated to reflect the reverse split.

(e) The consolidated financial information as of and for the year ended
December 31, 1993 includes the effects of the Company's Exchange Offer
which was consummated on July 14, 1993. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Notes 2 and
10 of the Notes to Consolidated Financial Statements.

(f) In the fourth quarter of 1993, the Company adopted Statement of Accounting
Standards No. 112 "Employers' Accounting for Post Employment Benefits".
See "Management's Discussion and Analysis of Financial Conditions and
Results of Operations" and Note 19 of the Notes to Consolidated Financial
Statements.

(g) As a result of a default under the indenture, the amount of long-term debt
(current portion) at December 31, 1992 includes $63,347,000, classified
as current related to the Company's 15.5% Discount Subordinated Debentures
due 2000. See Note 10 of the Notes to Consolidated Financial Statements.

-15-

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

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1993 COMPARED WITH YEAR ENDED DECEMBER 31, 1992

During the past several years, the Company has been adversely affected by
the worldwide recession in the construction industry and as a result has
incurred
significant operating losses and has experienced severe liquidity problems. To
address these problems, the Company has developed and either implemented or is
in
the process of implementing a number of operational and financial restructuring
plans for the Company, including reducing operating costs to meet current and
expected levels of demand, liquidating or divesting of operations which do not
meet the Company's strategic direction or where the amount of cash required to
restructure the business exceeds the expected return within a reasonable period
of time, and investing in remaining businesses, where appropriate, to realize
their potential.

The significant operational restructuring actions which were completed
during 1992 and 1993 include: staff reductions at Corporate; closure of three
high-cost manufacturing plants and consolidation and rationalization at the
remaining manufacturing plants at the Metal Buildings Group; sales and closure
of
certain businesses; exiting markets and manufacturing operations at certain
locations and other reductions in fixed costs primarily through headcount
reductions at the Building Products Group and closure of unprofitable sales
offices; closure of equipment yards and reconditioning centers; closure of the
forms manufacturing facility and reductions in operating and administrative
personnel at the Concrete Construction Group. In addition, there are currently
a
number of restructuring programs which are ongoing and under consideration,
including further reductions in work force levels and rationalization through
sales, redistribution or closure of unprofitable businesses and facilities.

The significant financial restructuring actions which were completed during
1993 include: the completion of the Company's exchange offer for the Company's
15.5% Discount Subordinated Debentures due 2000 (the "15.5% Subordinated
Debentures") for new debt and common stock and the exchange of the Company's
outstanding cumulative convertible preferred stock (the "Preferred Stock") for
common stock (together with the exchange of the 15.5% Subordinated Debentures,
the "Exchange Offer"); replacement of the Company's domestic credit facility;
significant reductions in outstanding letters of credit; renegotiation and
settlement of certain operating leases in connection with the Company's
downsizing activities; retirement of a $4.0 million facility fee note through
the
issuance of 1,374,292 shares of common stock; and the sale of 3,333,333 newly
issued shares of the Company's common stock and the transfer of all assets,
claims and rights under a foreign construction project to an outside investor
indirectly controlled by a director of the Company for $10.0 million.

The operating results and financial condition of the sold U.K. Subsidiary
are excluded from the Company's financial statements for all periods subsequent
to September 30, 1993, which was determined to be the effective date of the
sale.
On July 23, 1993, a 1 for 16.5 reverse split of the Company's common stock
became
effective. All common stock share amounts and per share data are restated to
reflect the reverse split.

OVERVIEW OF RESULTS OF OPERATIONS. Revenue for the year ended December 31,
1993 of $379.9 million decreased $21.0 million or 5.2% compared to 1992.
Excluding the effect of the sold U.K. Subsidiary, revenues declined $10.4
million
or 2.8%. The remaining decrease reflects lower sales at the Company's Building
Products and Concrete Construction Groups offset in part by higher sales volumes
at the Company's Metal Buildings Group.
-16-

The Company's gross margin percentage was approximately 14.8% in 1993
compared with 12.0% in 1992 with each of the Company's business segments
reporting improvements over 1992. The increase reflects primarily restructuring
activities at the Company's Building Products Group and Concrete Construction
Group and higher sales levels at the Company's Metal Buildings Group.

Selling, general and administrative expenses decreased by $20.0 million in
1993 compared with 1992. Excluding the effect of the sold U.K. Subsidiary,
selling, general and administrative expenses decreased $18.5 million. The
remaining decline represents primarily reductions in operating expenses in the
Building Products Group and Concrete Construction Group resulting from
restructuring actions, reductions in consulting, legal and other professional
fees at Corporate, offset in part by higher selling and advertising costs at the
Company's Metal Buildings Group. Additionally, amounts for 1993 include a
credit
to selling, general and administrative expense of $2.8 million as a result of
favorable settlements of certain litigation, and results for 1992 include a
charge of $3.5 million relating to environmental matters and a charge of $1.3
million relating to severances.

For the year ended December 31, 1993 losses from continuing operations were
$22.6 million compared with $67.3 million during the same period in 1992.
Losses
from continuing operations for 1993 include a $9.7 million loss from the sale of
businesses and losses from continuing operations for 1992 include losses from
the
sale of businesses of $1.1 million and restructuring charges of $11.9 million.
Exclusive of the 1993 and 1992 losses from sold businesses, the 1992
restructuring charges and the effect of the operating results of the sold U.K.
Subsidiary which recorded a loss of $4.4 million in 1993 compared with a loss of
$13.2 million in 1992, the Company's loss from continuing operations decreased
by $32.6 million.

As further discussed below, results for the year ended December 31, 1993
include a charge for discontinued operations of $2.5 million, an extraordinary
gain of $5.4 million from the Company's Exchange Offer and a charge of $1.2
million for the cumulative effect of an accounting change.

The following sections highlight the Company's operating income (loss) on a
segment basis and provide information on non-operating income and expenses.

METAL BUILDINGS GROUP. For the year end December 31, 1993, Metal
Buildings
Group revenues increased by $30.9 million or 16.5% compared to 1992. The
increase in 1993 reflects primarily improved market conditions in the United
States. For the year ended December 31, 1993 operating income was $7.2 million
compared with $4.2 million in 1992. The improved operating results are
primarily
attributable to higher levels of sales offset, in part, by higher per unit
material costs and higher selling and advertising expenditures associated with
the development of international markets.

BUILDING PRODUCTS GROUP. For the year ended December 31, 1993, Building
Product Group revenues decreased by $47.1 million or 32.6%. Excluding the
effect
of the sold U.K. Subsidiary, Building Products Group revenues decreased $36.5
million or 33%. The decline reflects weak market conditions and pressures on
selling prices at both the Company's U.S. and foreign operations. For the year
ended December 31, 1993, the Building Products Group reported an operating loss
of $6.7 million compared with $18.1 million in 1992. The 1993 and 1992
operating
losses include operating losses before restructuring charges of $3.9 million and
$7.6 million, respectively, from the sold U.K. Subsidiary. The 1992 operating
losses also include restructuring charges of $7.6 million. Exclusive of these
items, the operating results for the Building Products Group were losses of $2.8
million in 1993 compared with losses of $2.9 million in 1992. The decrease in
operating losses is primarily a result of downsizing and restructuring actions
which have decreased operating and fixed costs, offset, in part, by a
significant
decline in revenues.
-17-

CONCRETE CONSTRUCTION GROUP. For the year ended December 31, 1993,
Concrete Construction Group revenues decreased by $4.8 million or 7.0% compared
to 1992. The decline reflects decreases resulting from the closure of
unprofitable sales offices and from weaknesses in the U.S. non-residential
construction markets. For the year ended December 31, 1993, the Concrete
Construction Group reported operating income of $4.5 million compared with an
operating loss of $4.7 million in 1992. The operating loss for 1992 includes a
restructuring charge of $2.7 million. The improvement in the operating results
reflects better job executions, savings from restructuring activities and other
reductions in operating costs, including reductions in worker's compensation and
other insurance costs.

At December 31, 1993, the backlog of unfilled orders believed to be firm
for
the Company's ongoing businesses was approximately $151 million. On a comparable
basis, adjusted for the sale of the U.K. Subsidiary, which had at December 31,
1992 backlog of approximately $26 million, the order backlog was approximately
$143 million at December 31, 1992. Approximately $10 million of the December 31,
1993 backlog is expected to be performed after 1994.

OTHER INCOME (EXPENSES).

Interest expense for the year ended December 31, 1992 and 1993 totalled
$15.3 million and $10.8 million, respectively. The decrease in interest expense
of $4.5 million for 1993 compared with 1992 is primarily due to the completion
of
the Exchange Offer which became effective July 14, 1993. On a proforma basis,
assuming that the Exchange Offer had occurred on January 1 of 1992 and 1993,
reported interest expense for the years ended 1992 and 1993 would have been
reduced by $10.7 million and $6.5 million, respectively.

On November 9, 1993, the Company sold its U.K. Subsidiary and in connection
with the sale recorded a charge of $9.7 million in the third quarter of 1993.
The Company's decision to sell the U.K. Subsidiary was based on the current
negative economic outlook for the entity's operation which was not expected to
improve in the foreseeable future and the estimated cost to continue to support
and to further restructure and downsize the business.

Other income (expense)-net for the year ended December 31, 1993, totalled
$.8 million compared to $(6.8) million for 1992. The 1992 expense includes
charges of approximately $6.2 million associated with operating losses and the
writedown of an equity investment and foreign exchange losses of $1.1 million.

INCOME TAXES. The Exchange Offer has resulted in a "Change in Ownership",
as defined by Section 382 of the Internal Revenue Code. The effect of this
transaction is to limit the Company's ability to utilize its unused U.S. tax
loss
carryforwards which existed prior to the Change in Ownership. At December 31,
1993, the Company has worldwide net operating loss carryforwards of $38.2
million
for tax reporting purposes which are available to offset future income without
limitation. Approximately $17.8 million of the tax net operating loss
carryforwards relate to domestic operations and are available for use until
expiration in the year 2009. The foreign net operating loss carryforwards at
December 31, 1993 were $20.4 million and expire at various dates in the years
1995 through 2004. Should another "Change in Control" occur, the Company's
current domestic loss carryforwards would be further limited.

DISCONTINUED OPERATIONS. During the year ended December 31, 1993, the
Company recorded a charge of $2.5 million reflecting primarily provisions for
costs associated with the settlement of claims and disputes associated with the
Company's discontinued custom curtainwall operations which were discontinued in
1988.

-18-

ACCOUNTING CHANGES. Effective January 1, 1993, the Company adopted SFAS
No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions"
for its U.S. plans and SFAS No. 109 "Accounting for Income Taxes". The adoption
of these statements did not have a material impact on the Company's Consolidated
Balance Sheets or Statements of Operations and the financial statements of prior
periods have not been restated.

Also, in the fourth quarter of 1993, the Company adopted the provisions of
SFAS No. 112, "Employers' Accounting for Postemployment Benefits". The
cumulative effect of the adoption of SFAS No. 112 was a charge of $1.2 million
and has been recorded in the 1993 Consolidated Statement of Operations as a
cumulative effect of accounting change.

The Company believes that the adoption of the above accounting standards,
exclusive of the cumulative effect associated with the adoption of SFAS No. 112,
would not have a material effect on reported operating results for 1991, 1992
and
1993.

OTHER ACCOUNTING PRONOUNCEMENTS. In May 1993, the Financial Accounting
Standards Board issued SFAS No. 114, "Accounting by Creditors for Impairment of
a
Loan" and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". SFAS No. 114 and No. 115 are effective for fiscal years beginning
after December 15, 1994 and December 15, 1993, respectively. The Company will
implement these statements as required. The future adoption of these standards
is not expected to have a material effect on the Company's Consolidated Balance
Sheet or Statement of Operations. The Company is also required to adopt the
provisions of SFAS No. 106 with respect to its foreign postretirement benefit
plans for fiscal years beginning after December 15, 1994. The Company plans to
adopt this standard as required, and is currently evaluating its impact.

LITIGATION. Several contracts related to the Company's discontinued
custom
curtainwall operations continue to be the subject of litigation. In one of the
actions, the owner and the general contractor for the project have claimed the
Company and Federal Insurance Company, as issuer of a performance bond in
connection with the Company's work, are liable for $29.9 million in excess
completion costs and delay damages due to the Company's alleged failure to
perform its obligations under its subcontract. The Company has taken action to
enforce a $5.0 million mechanic's lien against the building and seeks to recover
more than $10.0 million in costs and damages caused by the general contractor's
breach of the subcontract with the Company.

The Company filed suit in state court in Iowa against the owner, general
contractor and a subcontractor seeking payment of amounts owed to the Company
and
other damages in connection with a pre-engineered metal building project in
Anchorage, Alaska. The general contractor subsequently filed suit in state
court
in Alaska against a number of parties, including the Company and its surety,
alleging against the Company breach of contract, breach of implied warranties,
misrepresentation and negligence in connection with the fabrication of the
building and seeking damages in excess of $10.0 million. The Company believes
that it is entitled to payment under its contract and that it has meritorious
defenses against the claims of the general contractor.

Two separate, but related lawsuits have been filed against the Company in
connection with a $2.4 million subcontract performed by the Company to supply
custom curtainwall on a commercial office building. On January 29, 1991, the
general contractor filed suit in federal court in Houston, Texas, asserting
claims for the owner/developer of the project as well as attempting to enforce
indemnification for a $4.0 million state court judgement against the general
contractor by virtue of the indemnity provisions in the subcontract. The Company
has filed an action in the federal court in St. Louis, Missouri, seeking a
declaratory judgement that it is not liable under the indemnity provision or for

-19-

any of the owner/developer's claims. The general contractor has filed a
counterclaim, seeking to enforce its indemnification claim as well as the
assigned claims. The general contractor's counterclaim seeks indemnity of $4.0
million and unspecified damages.

There are various other proceedings pending against or involving the
Company
which are ordinary or routine given the nature of the Company's business. The
Company has recorded a liability related to litigation where it is both probable
that a loss has been incurred and the amount of the loss can be reasonably
estimated. While the outcome of the Company's legal proceedings cannot at this
time be predicted with certainty, management does not expect that these matters
will have a material adverse effect on the Consolidated Balance Sheets or
Statement of Operations of the Company.

ENVIRONMENTAL MATTERS. The Company has been identified as a potentially
responsible party by various federal and state authorities for clean-up at
various waste disposal sites. While it is often extremely difficult to
reasonably
quantify future environmental related expenditures, the Company has engaged
various third parties to perform feasibility studies and assist in estimating
the
cost of investigation and remediation. The Company's policy is to accrue
environmental and clean-up related costs of a non-capital nature when it is both
probable that a liability has been incurred and that the amount can be
reasonably
estimated. Based upon currently available information, including the reports of
third parties, management does not believe that the reasonably possible loss in
excess of the amounts accrued would be material to the consolidated financial
statements.

YEAR ENDED DECEMBER 31, 1992 COMPARED WITH YEAR ENDED DECEMBER 31, 1991

In connection with the Company's operational restructuring plans, on
February 3, 1992, the Company sold certain of its domestic building products and
construction businesses including the Company's door businesses (the "Door
Businesses") and certain of the Company's U.S. building products businesses (the
"X-1 Businesses") for $135 million (the "Disposition"). Additionally, during
the
first quarter of 1992, the Company sold its U.S. floor and deck businesses (the
"Floor Business") and its subsidiary located in South Africa (the "South African
Subsidiary") for $2.4 million and $5.3 million, respectively. As the Door
Business represented a segment of the Company, the results of operations for the
year ended December 31, 1991, have been reclassified to reflect the Door
Business
as a discontinued operation.

The X-1 Businesses, the Floor Business and the South African Subsidiary
(collectively, the "Sold Businesses"), which were held for sale at December 31,
1991 represent a portion of a business segment. Accordingly, the results of
operations for the year ended December 31, 1991, include the Sold Businesses
while results of operations for the year ended December 31, 1992 exclude the
Sold
Businesses. The net assets of the Door Business and the Sold Businesses were
reflected as net assets held for sale (current) at December 31, 1991.

OVERVIEW OF RESULTS OF OPERATIONS. During fiscal 1992, each of the
Company's businesses continued to be adversely effected by the weak worldwide
conditions in most major nonresidential construction markets. For the year
ended
December 31, 1992, revenues were $401.0 million, a decrease of $250.5 million or
38% compared to the same period in 1991. Approximately $157.3 million or 24%

-20-

represents 1991 revenues associated with the Sold Businesses. The remaining
decrease of 14% reflects primarily lower sales volumes resulting from continued
weak conditions experienced in most major non-residential construction markets
and competitive market pressures on selling prices.

The Company's gross margin percentage was approximately 12.0% in 1992
compared with 11.4% in 1991. The slight improvement was a result of the
exclusion of the Sold Businesses which had a gross margin in 1991 of
approximately 8.3% offset by declining margins in the Company's Building
Products
Group and Concrete Construction Group resulting primarily from market pressures
on selling prices and unabsorbed fixed costs. The Company's Metal Buildings
Group gross margin percentage was unchanged from 1991 to 1992.

Selling, general and administrative expenses decreased by $21.4 million in
1992 compared with 1991. Approximately $19.7 million of the decline resulted
from the exclusion of Sold Businesses. The remaining decline represents
reductions in costs at the operating units resulting from the restructuring
actions offset by higher expenses at the Corporate Group related primarily to
environmental matters, consulting, legal and other professional fees, severances
and other costs.

For the year ended December 31, 1992, losses from continuing operations
were
$67.3 million compared with $109.0 million during the same period in 1991.
Operating results for the year ended December 31, 1992 include restructuring
expense of $11.9 million compared with restructuring expense of $34.8 million in
1991. Exclusive of the 1992 and 1991 restructuring expenses, the losses
recorded
on the sale of businesses, and the effect of the Sold Businesses, which recorded
a loss from operations of $7.8 million, net of a $1.9 million restructuring
charge in 1991, the Company's loss from continuing operations increased $13.2
million. The continued operating losses were primarily a result of unabsorbed
fixed costs at the Company's operations which have been affected by significant
declines in revenue during 1992 and 1991 and certain non-operating expenses
incurred in 1992 which are further described in the Other Income (Expenses)
section below. The Company did not anticipate that there would be a significant
improvement in most of the existing markets for the Company's products and
services during 1993. As a result, the Company took restructuring actions to
appropriately size its unprofitable operations to meet existing and expected
levels of demand and sought to expand products and markets, as appropriate.

The following sections highlight the Company's operating income (loss) on a
segment basis and provide information on non-operating income and expenses and
discontinued operations.

METAL BUILDINGS GROUP. Metal Buildings Group revenues declined by $12.6
million or 6% for the year ended December 31, 1992, compared to 1991. The
decline in revenues was primarily due to the soft U.S. and Canadian markets for
the group's products, and to consolidation and restructuring activities which
resulted in temporary delays in shipments during the reorganization. For the
year ended December 31, 1992, operating income was $4.2 million, compared to a
$5.7 million operating loss in 1991. The improved operating results, despite
the
decline in revenues were primarily attributable to restructuring actions
implemented during the first quarter of 1992 which resulted in plant closures
and
cost reductions attributable to redistributing manufacturing operations and
equipment from closed operations and improved capacity and cost effectiveness at
remaining operations.

BUILDING PRODUCTS GROUP. For the year ended December 31, 1992, Building
Products Group revenues decreased by $223.7 million or 61% compared to 1991.
Approximately $157.3 million or 43% represents the 1991 revenues of the Sold
Businesses. The remaining decline reflected lower activity at the Company's

-21-

operations, primarily in the United Kingdom, United States and Canada, due to
overall market weaknesses. For the year ended December 31, 1992, the Building
Products Group recorded an operating loss of $18.1 million compared with an
operating loss of $36.0 million in 1991. The 1992 loss included a restructuring
provision of $7.6 million related to charges taken to recognize impairment of
asset values and costs to restructure the foreign subsidiaries. The 1991
operating loss included restructuring expenses of $18.4 million. Exclusive of
the 1992 and 1991 restructuring expense and the effect of the Sold Businesses
which recorded an operating loss of $7.8 million in 1991, the operating loss of
the Building Products Group increased by $.7 million during the year ended
December 31, 1992, compared to 1991. The 1992 operating losses were primarily
due to unabsorbed fixed costs attributable to lower revenue levels and project
losses at the Company's subsidiaries in the United Kingdom, Canada and
Australia.

CONCRETE CONSTRUCTION GROUP. For the year ended December 31, 1992,
Concrete Construction Group revenues declined $15.9 million or 19% compared to
1991. The decline in revenues reflected the continued weakness in the U.S. non-
residential construction markets, pressure on sales prices and management's
selectivity in accepting projects. For the year ended December 31, 1992, the
operating loss was $4.7 million compared with an operating loss of $.7
million in
1991. The 1992 and 1991 operating losses included restructuring charges of $2.7
million and $1.6 million, respectively. Exclusive of the effect of the
restructuring charges recorded in 1992 and 1991, operating losses for this group
increased $2.9 million for the year ended December 31, 1992 compared to 1991.
The 1992 increase in operating losses reflected lower levels of revenue and
competitive pricing pressures, partially offset by cost reductions resulting
from
restructuring activities which have included closures of sales offices,
consolidations in regional facilities and reductions in work force levels. As a
result of the continued weakness in the U.S. non residential building market,
the
Company took actions to further size operations to forecasted demand and in
connection therewith, recorded a $2.7 million restructuring charge during the
fourth quarter of 1992.

OTHER INCOME (EXPENSES). Interest expense for the year ended December 31,
1992 totaled $15.3 million, compared to $20.9 million for 1991. The decrease in
interest expense was primarily due to the Company's repayment of debt with
proceeds from the Disposition.

The Company recorded charges associated with trailing liabilities of the
Sold Businesses of $1.1 million for the year ended December 31, 1992.

Other income (expense)-net for the year ended December 31, 1992 totaled
$(6.8) million, compared to $(2.0) million for 1991. Interest income increased
from $.9 million in 1991 to $1.7 million in 1992 as a result of higher levels of
short-term investments, due to proceeds from the Disposition. The remaining
increase in other expense in 1992 was primarily attributable to 1992 charges
reflecting operating losses and write-offs aggregating $6.2 million relating to
the Company's equity investment and to foreign exchange losses of $1.1 million.

INCOME TAXES. Income tax expense represents primarily taxes on foreign
earnings which could not be offset by loss carryforwards.

DISCONTINUED OPERATIONS. During the year ended December 31, 1992, the
Company recorded a charge of $3.9 million reflecting primarily provisions for
the
settlement of contract disputes and litigation, and the write-off of related
accounts receivable determined to be uncollectible associated with the Company's
discontinued custom curtainwall operation.

-22-

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred significant losses from continuing operations
during the past several years, including the first three quarters of 1993. The
combination of these operating losses, along with the funding required for
restructuring activities, trailing liabilities associated with sold and
discontinued businesses and substantial financing expenses have placed a strain
on the Company's liquidity. To respond to this situation, the Company has taken
a number of operational and financial restructuring actions which are designed
to
improve the Company's profitability and liquidity. The status of the Company's
financial activities, as well as the Company's liquidity and capital resources
is
summarized below.

During the year ended December 31, 1993, the Company used approximately
$20.2 million of cash, including amounts which were previously restricted, to
fund its operating activities. Of this amount approximately $14.5 million was
used for restructuring related activities, $2.8 million was paid in connection
with the new domestic credit facility and the Exchange Offer, and $1.7 million
was used to fund the operating activities of the sold U.K. Subsidiary. Funding
of
this operating deficit was provided primarily through cash which was previously
restricted under the Company's former domestic credit facility. In addition,
during the year the Company spent approximately $5.5 million on capital
expenditures, most of which were directed toward upgrading and improving
manufacturing equipment and data processing systems at the Company's Metal
Buildings Group and manufacturing operations at the Building Products Group .
Funding of investing activities was largely offset by proceeds received from
sales of property and equipment and assets held for sale which aggregated $4.5
million for the year. Cash provided by financing activities during the year
consisted of borrowings of $5.0 million provided under the Company's new
domestic
credit facility and $7.0 million which was provided through the sale of common
stock. Also during the year, the Company paid down approximately $2.3
million of
long-term debt which consisted primarily of industrial revenue bonds and an
outstanding real estate mortgage. As a result, primarily of the financing
activities discussed above, unrestricted cash and cash equivalents at December
31, 1993 increased by $8.4 million over December 31, 1992. At December 31,
1993,
the Company had $15.7 million of unrestricted cash and cash equivalents which
consisted of $2.9 million of cash and short-term investments located at foreign
subsidiaries which is available to fund local working capital requirements and
$12.8 million of cash located in the U.S. which was available for general
business purposes.

On April 12, 1993, the Company entered into a new credit agreement (the
"Credit Facility") with Foothill Capital Corporation ("Foothill"). Under the
terms of the Credit Facility, Foothill agreed to provide the Company with a term
loan and a revolving line of credit of up to a maximum amount of $35.0 million.
The initial funding of the Credit Facility occurred on May 3, 1993 (the "Closing
Date"). Under the terms of the Credit Facility, the revolving line of credit is
determined based on a percentage of eligible (as defined and subject to certain
restrictions) accounts receivable and inventory, plus an amount equal to $10.0
million (which is reduced by $166,667 per month commencing six months after the
Closing Date), plus the amount provided by the Company as cash collateral, if
any, less the amount of $5.0 million required to be outstanding under the term
loan (each together the "Borrowing Base"). The Credit Facility requires that
the
Company borrow $5.0 million under the term loan and provides for additional
borrowings and or issuances of commercial or standby letters of credit or
guarantees of payment with respect to such letters of credit in an aggregate
amount not to exceed $30.0 million, based upon availability under the Borrowing
Base. At December 31, 1993, the amount of the Borrowing Base was approximately
$30.0 million and was used to support outstanding letters of credit of $29.4
million.

The Credit Facility required payment on the Closing Date of a facility note
in an amount equal to $4.0 million (the "Facility Note"). On November 30, 1993

-23-

the Company paid in full the Facility Note, plus accrued interest, and in
settlement thereof, issued 1,374,292 shares of the Company's common stock to
Foothill.

In addition to the Credit Facility, borrowing arrangements are in place at
certain international locations to assist in supporting local working capital
requirements. The outstanding balance of such short-term loans payable at
December 31, 1993 was $1.1 million. At December 31, 1993 the Company had in
place at its international locations unused lines of credit of $1.0 million and
letter of credit and guarantee facilities of $8.9 million of which $4.4 million
was outstanding. In connection with the Company's financial restructuring plan,
during 1993, the Company reduced its letter of credit guarantees which were
outstanding at December 31, 1992 under its domestic credit facilities by $12.6
million.

On July 14, 1993 the Company consummated its Exchange Offer. Pursuant to
the Exchange Offer, $63.7 million principal amount of the Company's 15.5%
Subordinated Debentures plus accrued but unpaid interest of approximately $17.1
million were exchanged for an aggregate of $17.9 million principal amount of the
Company's 10%-12% Senior Subordinated Notes due 1999 and 10,041,812 shares of
the
Company's common stock, and all 500,000 outstanding shares of the Company's
Preferred Stock were exchanged for an aggregate of 137,030 shares of the
Company's common stock. Interest on the 10%-12% Senior Subordinated Notes is
payable semi-annually on May 31 and November 30 of each year. Interest accruing
on the 10%-12% Senior Subordinated Notes through and including May 31, 1995 may,
at the Company's option, be paid in cash or additional 10%-12% Senior
Subordinated Notes, and thereafter will be paid in cash. Interest accrues on
the
10%-12% Senior Subordinated Notes from May 31, 1993 through and including
November 30, 1994 at the rate of 10% per annum if paid in cash and 12% per annum
if paid in additional 10%-12% Senior Subordinated Notes, and thereafter accrues
at 12% per annum. The November 30, 1993 interest payment was paid by the
Company
in additional 10%-12% Senior Subordinated Notes.

At December 31, 1993, the 15.5% Subordinated Debentures consisted of
principal of $5.2 million and unamortized discount of $.4 million. The 15.5%
Subordinated Debentures, which accrete in value at the rate of 17.4% per annum,
began to accrue cash interest December 9, 1991. The Company did not make its
scheduled interest payments on its 15.5% Subordinated Debentures which were due
on May 31, 1992, November 30, 1992, May 31, 1993 and November 30, 1993, and
consequently was in default under the indenture. On February 15, 1994, the
Company paid all past due interest, including interest on past due interest,
which in the aggregate approximated $1.8 million, thereby curing the event of
default under the indenture. The payment of this interest payment was largely
offset by the receipt of a $1.7 million settlement payment in February of 1994
for an old backcharge claim related to a job completed in 1989.

On December 9, 1993, the Company entered into an agreement with an
investor,
indirectly controlled by a member of the Company's board of directors, which
provided the Company with an additional $10.0 million of liquidity. In
consideration for the $10.0 million, the Company agreed to issue to the investor
3,333,333 shares of the Company's common stock and to transfer all assets,
claims
and rights under a foreign construction project under which the developer has
been placed in insolvency.

OUTLOOK. Operating profits, along with bookings and backlog at the
Company's Metal Buildings Group, Concrete Construction Group and certain of the
Company's Building Products businesses, in particular, the Company's
Asia/Australia operations, have shown significant improvements throughout 1993,
and in the fourth quarter of 1993 the Company recorded income from continuing
operations of $662,000. The Company's North American and European Building
Products operations continue to be adversely affected by weak market conditions
and severe competition and as a result are continuing to experience declines in

-24-

revenue and incur operating losses. In November of 1993 the Company sold its
U.K. subsidiary which had accounted for a significant portion of the Company's
Building Product Group's operating losses and cash flow deficit during 1993. At
each of the remaining Building Products businesses which continue to operate
unprofitably, the Company is evaluating various alternatives and has been and is
continuing to implement restructuring and other actions.

The Company expects that demands on its liquidity and credit resources will
continue to be significant throughout most of 1994 as a result of the
anticipated
funding required for seasonal operating losses during the first quarter of 1994,
expected requirements for working capital in connection with business growth and
bonding requirements, and funding requirements for restructuring programs,
nonrecurring cash obligations and trailing liabilities associated with sold and
discontinued businesses. The Company expects to meet these requirements through
a number of sources, including available cash which was $15.7 million at
December
31, 1993, reductions in letter of credit requirements for certain obligations,
availability under domestic and foreign credit facilities, and to a lesser
extent, through proceeds from asset sales and settlements of certain outstanding
claims. To further assist in funding anticipated working capital growth
requirements, on March 30, 1994, the Company received a commitment letter from
Foothill Capital Corporation, the current lender under the Company's domestic
credit facility, which under its terms, would amend the Company's existing
domestic credit facility by temporarily increasing the Company's maximum
availability under the facility by $10 million from the current level of $35
million to $45 million through June 30, 1994 and would expand the definition of
the borrowing base (upon which availability is determined) to include certain
assets of the Company's Canadian operations. Under the Foothill Capital
Corporation proposal, the Company would have a one time option of extending the
increase in the maximum availability to $45 million through November 30, 1994
and
to $40 million through December 31, 1994. The Company is currently negotiating
with an outside commercial bank to participate with Foothill Capital Corporation
in the credit facility and to extend the maximum availability to $45 million
through the entire term of the credit facility.

Based upon the Company's current assumptions, the Company believes that
available liquidity and credit will be sufficient to meet its needs at least
through the end of the year. In the event that the Company's business growth
exceeds expectations, improvements in operating cash flow do not meet
anticipated
levels, or anticipated sources of liquidity and credit as described above do not
meet expectations, the Company may be required to restrict such growth and/or
may
seek to raise additional capital through the sale of businesses, through further
expansion of existing credit facilities or through new credit facilities,
through
a possible debt or equity offering or a combination of the above.

-25-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

For the Years Ended December 31
-------------------------------
1991 1992 1993
---- ---- ----

REVENUE
Net product sales. . . . . . . . . . . . $ 452,108 $287,592 $277,367
Construction and other services. . . . . 199,345 113,361 102,539 --------- --------
Total . . . . . . . . . . . . . . . 651,453 400,953 379,906
--------- -------- --------
COST AND EXPENSES
Product costs. . . . . . . . . . . . . . 399,114 244,373 237,685
Construction and other services. . . . . 178,368 108,443 85,934
--------- -------- --------
Cost of sales . . . . . . . . . . . 577,482 352,816 323,619
Selling, general and administrative. . . 101,929 79,188 59,190
Restructuring expense. . . . . . . . . . 34,776 11,858 -
--------- -------- --------
Total . . . . . . . . . . . . . . . 714,187 443,862 382,809
--------- -------- --------
OPERATING INCOME (LOSS). . . . . . . . . (62,734)(42,909) (2,903)
--------- -------- --------
OTHER INCOME (EXPENSE)
Interest expense . . . . . . . . . . . . (20,910)(15,319) (10,762)
Gain (loss) on businesses sold/held for sale . . .(25,371) (1,132) (9,700)
Other income (expense) - net . . . . . . 2,012 (6,783) 771
--------- -------- --------
Total . . . . . . . . . . . . . . . (44,269)(23,234) (19,691)
--------- -------- --------
Income(loss) from continuing operations before
provision for taxes on income. . . . . (107,003)(66,143) (22,594)
Provision for taxes on income. . . . . . 2,030 1,205 9
--------- -------- --------
INCOME (LOSS) FROM CONTINUING OPERATIONS (109,033)(67,348) (22,603)
--------- -------- --------
Loss from discontinued operations. . . . (15,769) (3,797) (2,500)
--------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE. . . . . (124,802)(71,145) (25,103)
--------- -------- --------
Extraordinary gain on debt exchange. . . - - 5,367
--------- -------- --------
Cumulative effect of accounting change . - - (1,200)
--------- -------- --------

NET INCOME (LOSS). . . . . . . . . . . . $(124,802)$(71,145) $(20,936)
========= ======== ========
EARNINGS (LOSS) PER COMMON SHARE
Continuing operations. . . . . . . . . . $ (124.49)$ (76.69) $ (3.65)
Discontinued operations. . . . . . . . . (17.95) (4.31) (.40)
Extraordinary item . . . . . . . . . . . - - .8
Cumulative effect of accounting change . - - (.20)
--------- -------- --------
NET INCOME (LOSS). . . . . . . . . . . . $ (142.44)$ (81.00) $ (3.39)
========= ======== ========
Weighted average number of common shares
outstanding. . . . . . . . . . . . . . 878 880 6,217
========= ======== ========

See Notes to Consolidated Financial Statements.
-26-

ROBERTSON-CECO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

December 31
-----------------------
1992 1993
---- ----
ASSETS

CURRENT ASSETS
Cash and cash equivalents. . . . . . . . . . $ 7,220 $ 15,666
Restricted cash. . . . . . . . . . . . . . . - 3,138
Accounts and notes receivable, less allowance
for doubtful accounts: 1992, $4,653; 1993, $3,255 . 72,931 58,062
Inventories. . . . . . . . . . . . . . . . . 28,041 21,417
Other current assets . . . . . . . . . . . . 5,154 3,218
-------- --------
Total current assets. . . . . . . . . . 113,346 101,501
-------- --------
RESTRICTED CASH. . . . . . . . . . . . . . . 23,962 -
PROPERTY - AT COST
Land and land improvements . . . . . . . . . 3,510 3,074
Buildings and building equipment . . . . . . 20,692 14,382
Machinery and equipment. . . . . . . . . . . 64,714 42,210
Construction in progress . . . . . . . . . . 4,749 3,065
-------- --------
Total . . . . . . . . . . . . . . . . . 93,665 62,731
Less accumulated depreciation. . . . . . . . 49,064 29,658
-------- --------
Property - net. . . . . . . . . . . . . 44,601 33,073
-------- --------
ASSETS HELD FOR SALE . . . . . . . . . . . . 7,607 4,289
-------- --------
EXCESS OF COST OVER NET ASSETS OF ACQUIRED
BUSINESSES, LESS ACCUMULATED AMORTIZATION:
1992, $2,601; 1993, $3,430 . . . . . . . . 29,923 29,094
-------- --------
OTHER NON-CURRENT ASSETS . . . . . . . . . . 12,931 13,866
-------- --------
Total assets. . . . . . . . . . . . . . $232,370 $181,823
======== ========

See Notes to Consolidated Financial Statements.

-27-

ROBERTSON-CECO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

December 31
-----------------------
1992 1993
---- ----
LIABILITIES

CURRENT LIABILITIES
Loans payable. . . . . . . . . . . . . . . . $ 8,024 $ 1,054
Current portion of long-term debt. . . . . . 67,420 390
Accounts payable, principally trade. . . . . 42,831 36,480
Insurance liabilities. . . . . . . . . . . . 16,434 11,225
Other accrued liabilities. . . . . . . . . . 79,837 47,644
--------- ---------
Total current liabilities . . . . . . . 214,546 96,793
--------- ---------
LONG-TERM DEBT, LESS CURRENT PORTION . . . . 1,426 45,084
--------- ---------
LONG-TERM INSURANCE LIABILITIES. . . . . . . 11,990 14,770
--------- ---------
LONG-TERM PENSION LIABILITIES. . . . . . . . 9,992 16,881
--------- ---------
RESERVES AND OTHER LIABILITIES . . . . . . . 28,605 24,958
--------- ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY)

PREFERRED STOCK, CUMULATIVE CONVERTIBLE
Par value per share: $.01
Authorized shares: 5,500,000
Issued shares: 1992 - 500,000; 1993 - 0;. . 5 -
COMMON STOCK
Par value per share $.01
Authorized shares: 30,000,000
Issued shares: 1992 - 880,553; 1993 - 16,336,655. . . 145 163
CAPITAL SURPLUS. . . . . . . . . . . . . . . 129,128 172,682
WARRANTS . . . . . 6,042 6,042
RETAINED EARNINGS (DEFICIT). . . . . . . . . (156,583) (177,519)
EXCESS OF ADDITIONAL PENSION LIABILITY OVER
UNRECOGNIZED PRIOR SERVICE COST. . . . . . (1,711) (8,139)
DEFERRED COMPENSATION. . . . . . . . . . . . - (1,551)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS . . (11,215) (8,341)
--------- ---------
Stockholders' equity (deficiency). . . . . (34,189) (16,663)
--------- ---------
Total liabilities and stockholders'
equity (deficiency). . . . . . . . . $ 232,370 $ 181,823
========= =========

See Notes to Consolidated Financial Statements.

-28-

ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

For the Years Ended December 31
-------------------------------
1991 1992 1993
---- ---- ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss). . . . . . . . . . . . . . $(124,802)$(71,145)$(20,936)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Depreciation and amortization . . . . . . 11,212 7,458 6,694
Amortization of discount on debentures
and debt issuance costs . . . . . . . . 8,759 303 1,008
Loss on businesses sold/held for sale . . 25,371 1,132 9,700
Cumulative effect of accounting change. . - - 1,200
Extraordinary gain on debt exchange . . . - - (5,367)
(Income) loss on sale of business segment 16,587 (133) -
Provisions for:
Bad debts and losses on erection contracts. . . . 3,684 3,526 2,658
Rectification and other costs . . . . . 8,179 3,719 4,203
Restructuring expense . . . . . . . . . 34,776 11,858 -
(Income) loss from and writedown of equity
investment . . . . . . . . . . . . . . (20) 6,161 -
Loss on discontinued operations . . . . 8,165 3,930 2,500
Changes in assets and liabilities, net of
divestitures:
Decrease in accounts and notes receivable . . . .12,560 22,463 2,698
Decrease in inventories . . . . . . . . 6,117 5,967 2,765
(Increase) decrease in restricted cash. 1,988 (23,962) 20,824
Increase (decrease) in accounts payable, principally
trade. . . . . . . . . . . . . . . . . (11,726) (1,955) 2,672
Net changes in other assets and liabilities . . .(11,593) (43,762) (29,962)
--------- -------- --------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (10,743) (74,440) 657
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures . . . . . . . . . . . . (8,218) (3,221) (5,503)
Proceeds from sales of property, plant and equipment . 2,686 736 2,986
Proceeds from sales of businesses. . . . . . - 142,707 -
Proceeds from sales of assets held for sale. 1,473 4,072 1,563
--------- -------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES (4,059) 144,294 (954)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on short-term borrowings. . . . (7,556) (3,885) (624)
Proceeds from long-term debt borrowings. . . 4,698 - 5,000
Payments on revolving credit arrangements. . (126,938) (64,300) -
Proceeds from revolving credit arrangements. 145,538 5,200 -
Payments on long-term debt borrowings. . . . (4,634) (7,680) (2,283)
Proceeds from common stock issued. . . . . . 247 10 7,000
Preferred stock dividends paid . . . . . . . (281) - -
--------- -------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 11,074 (70,655) 9,093
--------- -------- --------
Effect of foreign exchange rate changes on cash. . . . 207 (727) (350)
--------- -------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . (3,521) (1,528) 8,446
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD . . 12,269 8,748 7,220
--------- -------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 8,748 $ 7,220 $ 15,666
========= ======== ========
SUPPLEMENTAL CASH FLOW DATA
Cash payments made for:
Interest. . . . . . . . . . . . . . . . . $ 11,458 $ 3,387 $ 2,301
========= ======== ========
Income taxes. . . . . . . . . . . . . . . $ 3,045 $ 572 $ 627
========= ======== ========

See Notes to Consolidated Financial Statements.

-29-

ROBERTSON-CECO CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands except share data)

Excess of
Additional
Pension Liability
Cumulative Over Unrecognized Foreign
Convertible Retained Prior Currency
Preferred Common Capital Earnings Service Deferred Translation
Stock Stock Surplus Warrants (Deficit) Cost Compensation Adjustments

BALANCE DECEMBER 31, 1990. $ 5 $144 $129,097 $6,042 $39,589 $(825)$ - $(18,507)
Net loss for the year. . (124,802)
Cash dividends on
preferred stock,
$.56 per share . . . . (56) (225)
Stock issued for employee
stock purchase and
savings plans
(3,103 shares) . . . . 1 196
Stock issued to directors
(809 shares) . . . . . 50
Change in excess of additional
pension liability over
unrecognized prior
service cost . . . . . (2,785)
Foreign currency translation
Adjustments for the year . 929
Writedown of investment. . 11,021
---- ---- -------- ------ --------- ------- ------- ---------
BALANCE DECEMBER 31, 1991. . 5 145 129,287 6,042 (85,438) (3,610) - (6,557)
Net loss for the year. . (71,145)
Dividends payable on
preferred stock,
$.34 per share . . . . (169)
Stock issued to directors
(410 shares) . . . . . 10
Change in excess of additional
pension liability over
unrecognized prior
service cost . . . . . 1,899
Foreign currency translation
adjustments for the year . (4,658)
---- ---- -------- ------ --------- ------- ------- ---------
BALANCE DECEMBER 31, 1992. .5 145 129,128 6,042 (156,583) (1,711) - (11,215)
Net loss for the year. . (20,936)
Dividends payable on
preferred stock,
$.23 per share . . . . (112)
Stock issued to directors
(5,635 shares) . . . . 25
Exchange Offer . . . . . (5) (35) 31,022
Conversion of Facility Note
(1,374,292 shares) . . 14 4,107
Stock issued (3,333,333 shares) 33 6,967
Change in excess of additional
pension liability over
unrecognized prior
service cost . . . . . (6,428)
Issuances under employee
plans, net . . . . . . 6 1,545 (1,551)
Foreign currency translation
Adjustments for the year . (1,705)
Writedown from sale of the
U.K. Subsidiary. . . 4,579
---- ---- -------- ------ --------- ------- ------- --------
BALANCE DECEMBER
31, 1993 . . . .$ - $163$172,682$6,042 $(177,519)$(8,139)$(1,551) $ (8,341)
===== ==== ======== ====== ========= ======= ======= ========

See Notes to Consolidated Financial Statements.
-30-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1991, 1992 AND 1993

1. SUMMARY OF ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements include the accounts of Robertson-
Ceco
Corporation (the "Company") and all majority-owned subsidiaries. All
significant
intercompany balances and transactions have been eliminated. Investments in
affiliates owned 20% to 50% are accounted for under the equity method. Certain
previously reported amounts have been reclassified to conform to the 1993
presentation.

Foreign currency translation

Asset and liability accounts of foreign subsidiaries and affiliates are
translated into U.S. dollars at current exchange rates. Income and expense
accounts
are translated at average rates. Any unrealized gains or losses arising from
the
translation are charged or credited to the foreign currency translation
adjustments
account included in stockholders' equity (deficiency). Foreign currency gains
and
losses resulting from transactions, except for intercompany debt of a long-term
investment nature, are included in other income (expense)-net and amounted to
$(320,000), $(1,088,000), and $(382,000) respectively, for the years ended
December
31, 1991, 1992 and 1993.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined
using the last-in, first-out ("LIFO") method for certain inventories and the
first-
in, first-out ("FIFO") method for other inventories.

Property

Property is stated at cost. Depreciation is computed for financial
statement
purposes by applying the straight-line method over the estimated lives of the
property. For federal income tax purposes, assets are generally depreciated
using
accelerated methods. Amortization of assets under capital leases is included
with
depreciation expense.

Estimated useful lives used in computing depreciation for financial
statement
purposes are as follows:

Land improvements . . . . . . . . . . . 10-25 years
Buildings and building equipment. . . . 25-33 years
Machinery and equipment . . . . . . . . 3-16 years

Income taxes

The provision for income taxes is based on earnings reported in the
financial
statements. Deferred tax assets, when considered realizable, and deferred tax
liabilities are recorded to reflect temporary differences between the tax bases
of
assets and liabilities for financial reporting and tax purposes.

Revenue

Revenue from product sales is recognized generally upon passage of title,
acceptance at a job site, or when affixed to a building. Revenue from
construction
services is recognized generally using the percentage-of-completion method which
recognizes income ratably over the period during which contract costs are
incurred.
-31-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

A provision for loss on construction services in progress is made at the time a
loss
is determinable.

Insurance Liabilities

The Company is self-insured in the U.S. for certain health insurance,
worker's
compensation, general liability and automotive liability, subject to specific
retention levels. Insurance liabilities consist of liabilities incurred but
not yet
paid for such amounts.

Deferred Revenues

Billings in excess of revenues earned on construction contracts are
reflected
in other accrued liabilities as deferred revenues. Revenues earned in excess of
billings are included in accounts receivable as unbilled receivables.

Excess of Cost Over Net Assets of Acquired Businesses

The excess of cost over the net assets of acquired businesses relates to
the
Company's acquisitions of metal building businesses. Such costs are being
amortized
on a straight-line basis over a period of 40 years.

Cash and cash equivalents

As used in the consolidated statements of cash flows, cash equivalents
represent those short-term investments that can be easily converted into cash
and
that have original maturities of three months or less.

Earnings (Loss) per Common Share

Earnings (loss) per common share is based on the weighted average number of
common shares and common share equivalents outstanding during each period.
Warrants
to purchase common stock, outstanding stock options and restricted stock are
included in earnings (loss) per share computations if the effect is not
antidilutive. Earnings (loss) used in the computation, is earnings (loss), plus
dividends paid or payable on preferred stock. On July 23, 1993, a 1 for 16.5
reverse split (the "Reverse Split") of the Company's common stock became
effective.
All common stock share amounts and per share data presented herein are restated
to
reflect the Reverse Split.

Recent Accounting Pronouncements

In May 1993, the Financial Accounting Standards Board issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan" and SFAS No. 115,
"Accounting for
Certain Investments in Debt and Equity Securities". SFAS No. 114 and SFAS No.
115
are effective for fiscal years beginning after December 15, 1994 and December
15,
1993, respectively. The Company will implement these statements as required.
The
future adoption of these standards is not expected to have a material effect
on the
Company's consolidated financial position or results of operations.

2. RESTRUCTURING ACTIONS

During the past several years, the Company has been adversely affected by
the
worldwide recession in the construction industry and as a result has incurred
significant operating losses and has experienced severe liquidity problems. The
Company's defaults under its loan and capital lease agreements at December 31,
1992,
and its inability to generate adequate unrestricted cash to meet its current and
anticipated operating requirements, along with the Company's recurring losses
from
operations, negative working capital, and stockholders' deficiency raised

-32-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

substantial doubt at December 31, 1992 about the Company's ability to continue
as a going concern.

To address these problems, the Company has developed and either implemented
or
is in the process of implementing a number of operational and financial
restructuring plans for the Company, including reducing operating costs to meet
current and expected levels of demand, liquidating or divesting of operations
which
do not meet the Company's strategic direction or where the amount of cash
required
to restructure the business exceeds the expected return within a reasonable
period
of time, and investing in remaining businesses, where appropriate, to realize
their
potential. In connection with these restructuring plans, the Company recorded
restructuring charges of $34,776,000 or $39.60 per share and $11,858,000 or
$13.47
per share in 1991 and 1992, respectively.

The significant operational restructuring actions which were completed
during
1992 and 1993 include: staff reductions at Corporate; closure of three high-
cost
manufacturing plants and consolidation and rationalization at the remaining
manufacturing plants at the Metal Buildings Group; sales and closure of certain
businesses; exiting markets and manufacturing operations at certain locations
and
other reductions in fixed costs primarily through headcount reductions at the
Building Products Group and closure of unprofitable sales offices; closure of
equipment yards and reconditioning centers; closure of the forms manufacturing
facility and reductions in operating and administrative personnel at the
Concrete
Construction Group. In addition, there are currently a number of restructuring
programs which are ongoing and under consideration, including further reductions
in
work force levels and rationalization through sales, redistribution or
closure of
unprofitable businesses and facilities.

The significant financial restructuring actions which were completed during
1993 include: the completion of the Company's exchange offer for the Company's
15.5% Discount Subordinated Debentures due 2000 (the "15.5% Subordinated
Debentures") for new debt and common stock and the exchange of the Company's
outstanding cumulative convertible preferred stock (the "Preferred Stock") for
common stock (together with the exchange of the 15.5% Subordinated Debentures,
the
"Exchange Offer"); replacement of the Company's domestic credit facility (the
initial funding of the credit facility occurred on May 3, 1993); significant
reductions in outstanding letters of credit; renegotiation and settlement of
certain
operating leases in connection with the Company's downsizing activities;
retirement
of a $4,000,000 facility fee note through issuance of 1,374,292 shares of the
Company's common stock; and the sale of 3,333,333 shares of the Company's common
stock and the transfer of all assets, claims and rights under a foreign
construction
project to an outside investor indirectly controlled by a director of the
Company for $10,000,000.

Outlook

Operating profits, along with bookings and backlog at the Company's Metal
Buildings Group, Concrete Construction Group and certain of the Company's
Building
Products businesses, in particular, the Company's Asia/Australia operations,
have
shown significant improvements throughout 1993, and in the fourth quarter of
1993
the Company recorded income from continuing operations of $662,000. The
Company's
North American and European Building Products operations continue to be
adversely
affected by weak market conditions and severe competition and as a result are
continuing to experience declines in revenue and incur operating losses. As
discussed more fully in Note 3, in November of 1993 the Company sold its U.K.
subsidiary which had accounted for a significant portion of the Company's
Building
Product Group's operating losses and cash flow deficit during 1993. At each of
the
remaining Building Products businesses which continue to operate unprofitably,
the
Company is evaluating various alternatives and has been and is continuing to

-33-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

implement restructuring and other actions.

The Company expects that demands on its liquidity and credit resources will
continue to be significant throughout most of 1994 as a result of the
anticipated
funding required for seasonal operating losses during the first quarter of 1994,
expected requirements for working capital in connection with business growth and
bonding requirements, and funding requirements for restructuring programs,
nonrecurring cash obligations and trailing liabilities associated with sold and
discontinued businesses. The Company expects to meet these requirements through
a
number of sources, including available cash which was $15,666,000 at December
31,
1993, reductions in letter of credit requirements for certain obligations,
availability under domestic and foreign credit facilities, and to a lesser
extent,
through proceeds from asset sales and settlements of certain outstanding
claims. To
further assist in funding anticipated working capital growth requirements, on
March
30, 1994, the Company received a commitment letter from Foothill Capital
Corporation, the current lender under the Company's domestic credit facility
(Note
10), which under its terms, would amend the Company's existing domestic credit
facility by temporarily increasing the Company's maximum availability under the
facility by $10 million from the current level of $35 million to $45 million
through
June 30, 1994 and would expand the definition of the borrowing base (upon which
availability is determined) to include certain assets of the Company's Canadian
operations. Under the Foothill Capital Corporation proposal, the Company
would have
a one time option of extending the increase in the maximum availability to $45
million through November 30, 1994 and to $40 million through December 31,
1994. The
Company is currently negotiating with an outside commercial bank to participate
with
Foothill Capital Corporation in the credit facility and to extend the maximum
availability to $45 million through the entire term of the credit facility.

Based upon the Company's current assumptions, the Company believes that
available liquidity and credit will be sufficient to meet its needs at least
through
the end of the year. In the event that the Company's business growth exceeds
expectations, improvements in operating cash flow do not meet anticipated
levels, or
anticipated sources of liquidity and credit as described above do not meet
expectations, the Company may be required to restrict such growth and/or may
seek to
raise additional capital through the sale of businesses, through further
expansion
of existing credit facilities or through new credit facilities, through a
possible
debt or equity offering or a combination of the above.

3. ACQUISITIONS AND DIVESTITURES

On November 8, 1990, H.H. Robertson Company ("Robertson") and Ceco
Industries,
Inc. ("Ceco Industries") merged into The Ceco Corporation ("Ceco"), a wholly-
owned
subsidiary of Ceco Industries, hereinafter referred to as the "Combination,"
with
Ceco continuing as the surviving corporation under the name Robertson-Ceco
Corporation (the "Company"). The Combination was accounted for using the
purchase
method of accounting, with Robertson deemed to be the acquiror.

On February 3, 1992, the Company sold its door businesses (the "Door
Business"), acquired as part of the Combination discussed above, and certain of
its
U.S. domestic building products and construction businesses (the "X-1
Business") for
$135,000,000 (the "Disposition"). Additionally, during the first quarter of
1992,
the Company sold its floor and deck business and its South African Subsidiary
for
$2,400,000 and $5,300,000, respectively. The loss on the sale of the Door
Business
is reflected as a discontinued operation and the sale of the X-1 Business, the
floor
and deck business and the Company's South African Subsidiary (collectively the
"Sold
Businesses") are reflected as disposals of portions of a segment of a business.
Revenue of the Door Business was $158,000,000 for 1991. Revenue associated with
the
Sold Businesses was $157,311,000 in 1991 and loss from operations was
$(9,701,000)
in 1991.

-34-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In the fourth quarter of 1993, the Company settled in a noncash transaction
certain purchase price calculation disputes arising out of the Disposition. In
connection therewith, the Company transferred to the purchaser certain real
estate
previously recorded as assets held for sale which had an approximate fair value
of
$1,900,000. This transaction had no effect on the 1993 Consolidated
Statement of Operations.

On November 9, 1993, the Company sold, for no cash consideration, its
subsidiary located in the United Kingdom (the "U.K. Subsidiary") which operated
as part of the Company's Building Products Group. In connection with the
sale, the Company recorded a charge of $9,700,000 in the quarter ended
September 30, 1993.
The operating results and cash flows of the U.K. Subsidiary are included in the
accompanying financial statements for 1991 and 1992 and for the period January
1,
1993 through September 30, 1993, which was determined to be the effective date
of
the sale. After completion of the sale of the U.K. Subsidiary, the Company
remains
contingently liable under a $1,800,000 letter of credit guarantee which secures
the
former subsidiary's banking line; under an equipment lease which had an
outstanding
balance of $1,900,000 at December 31, 1993; and under certain performance
guarantees
which arose prior to the sale. During 1991, 1992 and the nine month period
ended
September 30, 1993, the U.K. Subsidiary recorded revenues of $63,600,000,
$33,700,000 and $23,100,000, respectively, and losses from continuing operations
of
$12,000,000, $13,200,000 and $4,400,000, respectively.

The assets and liabilities of the U.K. Subsidiary at September 30, 1993, the
effective date of the sale, were as follows:

September 30
1993
------------
(Thousands)

Accounts and notes receivable . . . . . . . . . . . $ 7,542
Inventories . . . . . . . . . . . . . . . . . . . . 3,089
Property, net . . . . . . . . . . . . . . . . . . . 8,745
Other assets. . . . . . . . . . . . . . . . . . . . 1,860
Loans payable and debt. . . . . . . . . . . . . . . (8,288)
Accounts payable. . . . . . . . . . . . . . . . . . (7,391)
Other liabilities . . . . . . . . . . . . . . . . . (2,007)
-------
$ 3,550
=======

The components of the $9,700,000 charge include the write-off of the net
assets
noted above, provisions and expenses related to the sale of $1,500,000 and a
charge
of $4,579,000 reflecting the write-off of the cumulative foreign currency
translation adjustment which previously was recorded as a component of
stockholders' equity in accordance with SFAS No. 52.

During 1988, the Company adopted a formal plan to discontinue its fixed-
price
custom curtainwall operations. During 1989, the existing contracts related to
the
discontinued operation were substantially physically completed; however, several
of
the contracts are the subject of various disputes and litigation relating to
performance, scope of work and other contract issues. The charges recorded in
1991,
1992 and 1993 relate to costs incurred to provide for the settlement of contract
disputes, litigation and rectification costs and to write-off related accounts
receivable determined to be uncollectible. Such provisions are made when it is
probable that a loss has been incurred and the amount of the loss can be
estimated.
As discussed in Note 14, the Company continues to be involved in litigation
related
to certain of these discontinued operations.

-35-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The transactions described above are included in the Consolidated
Statements of Operations as follows:

Years Ended December 31
------------------------------
1991 1992 1993
---- ---- ----
(Thousands)

Gain (loss) on businesses sold/held for sale
X-1 Business. . . . . . . . . . . .$(12,195) $(1,132) $ -
South African Subsidiary. . . . . . (12,400) - -
U.K. Subsidiary . . . . . . . . . . - - (9,700)
Other . . . . . . . . . . . . . . . (776) - -
-------- ------- --------
Total . . . . . . . . . .$(25,371) $(1,132) $ (9,700)
======== ======= ========
Discontinued operations
Income (loss) from discontinued operations
Fixed price custom curtainwall . . . . $ (8,165)$(3,930) $(2,500)
Door Business. . . . . . . . . 8,983 - -
-------- -------- --------
Total . . . . . . . . . . 818 (3,930) (2,500)

Income (loss) on sale of Door Business. . . (16,587) 133 -
-------- ------- --------
Total . . . . . . . . . .$(15,769) $(3,797) $ (2,500)
======== ======= ========

The following unaudited proforma financial information shows the results of
operations of the Company assuming that the sale of the Sold Businesses, sale of
the
U.K. Subsidiary and the Exchange Offer (see Notes 2 and 10) had occurred at the
beginning of the periods presented. These results are not necessarily
indicative of
what results would have been if such transactions had occurred at the beginning
of
the periods presented and are not necessarily indicative of the financial
condition
or results of operations for any future date or period.

-36-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Years Ended December 31
-----------------------------
1991 1992 1993
---- ---- ----
(Unaudited)
(Thousands, except per share data)

Revenue . . . . . . . . . . . . . .$430,563 $367,211 $356,758
======== ======== ========
Income (loss) from continuing
operations . . . . . . . . . . .$(54,177)$(42,310) $ (1,975)
======== ======== ========
Income (loss) from continuing
operations per common share. . $ (4.90)$ (3.83) $ (.17)
======== ======== ========

4. EQUITY INVESTMENT

The Company had a 40% equity interest in Spectrum Glass Products, Inc.
("Spectrum") which was accounted for under the equity method. On February 25,
1993,
Spectrum filed a petition under Chapter 11 of the United States Bankruptcy Code
and
on March 19, 1993, the Bankruptcy Court approved the sale of substantially all
of
Spectrum's assets to an unrelated third party. At December 31, 1993, the
Company is
contingently liable for approximately $881,000 under a guarantee relating to an
equipment lease which was previously held by Spectrum which was assumed by the
new
owner. In connection with this guarantee, the Company has pledged a mortgage
interest in certain of the Company's real estate. Operating results and
writedowns
recognized by the Company related to its investment in Spectrum were $20,000 in
1991
and $(6,161,000) in 1992 and are included in other income (expense)-net in the
accompanying Consolidated Statements of Operations. There was no income
(expense)
related to Spectrum recognized in 1993.

5. CASH AND RELATED MATTERS

Cash and cash equivalents consisted of the following:

December 31
-----------------
1992 1993
---- ----
(Thousands)

Cash . . . . . . . . . . . . . $5,311 $ 2,146
Time deposits and
certificates of deposit. . . 1,909 13,520
------ -------
Total. . . . . . . . $7,220 $15,666
====== =======

At December 31, 1993, restricted cash of $459,000 was pledged primarily to
support various borrowing agreements and guarantees and $2,679,000 related to
the
Disposition was held in escrow (see Note 10).

6. ACCOUNTS RECEIVABLE

The Company grants credit to its customers, substantially all of which are
involved in the construction industry. At December 31, 1992 and 1993 the
Company's
accounts receivable due from customers located outside of the United States
totalled
$32,594,000, and $20,599,000, respectively. Accounts receivable included
unbilled
-37-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

retainages and unbilled accounts receivable relating to construction contracts
of
$6,582,000 and $1,404,000, respectively, at December 31, 1992 and $3,624,000 and
$1,463,000, respectively, at December 31, 1993. At December 31, 1992 other non-
current assets included $1,175,000 of retainages due beyond one year. There
were no
retainages due beyond one year at December 31, 1993.

7. INVENTORIES

Inventories consisted of the following:

December 31
--------------------
1992 1993
---- ----
(Thousands)

Finished goods . . . . . . . . $ 1,462 $ 150
Work in process. . . . . . . . 14,102 6,701
Materials and supplies . . . . 12,477 14,566
------- -------
Total . . . . . . . . . . . . $28,041 $21,417
======= =======

At December 31, 1992 and 1993, approximately 22% and 75%, respectively, of
inventories were valued on the LIFO method. The LIFO value for those
inventories
approximates their FIFO value at December 31, 1992 and 1993.

8. ASSETS HELD FOR SALE

Assets held for sale consists principally of land, buildings and equipment
which are held for sale as a result of restructuring actions and other operating
decisions. Such assets are recorded at their estimated net realizable value.

9. OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

December 31
---------------------
1992 1993
---- ----
(Thousands)

Payroll and related benefits. . $10,289 $11,496
Warranty and backcharge reserves. . . . . . . . . 5,896 4,634
Deferred revenues . . . . . . . 9,512 8,892
Reserves for restructuring. . . 23,497 6,039
Accrued interest. . . . . . . . 12,125 2,042
Other . . . . . . . . . . . . . 18,518 14,541
------- -------
Total . $79,837 $47,644
======= =======

-38-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

10. DEBT

Long-term debt consisted of the following:

December 31
-------------------
1992 1993
---- ----
(Thousands)

Foothill Term Loan. . . . . . . . . . . . $ - $ 5,000
10%-12% Senior Subordinated Notes due
November 1999:
Face amount . . . . . . . . . . . . - 18,921
Future interest payments. . . . . . - 15,783
15.5% Discount Subordinated Debentures due
November 2000 . . . . . . . . . . . . 63,347 4,812
Obligations incurred under industrial
development bonds with interest from 4% to 6%. 1,139 -
Debt of foreign subsidiaries with interest from
6.5% to 20% due 1994 to 2007 . . . . . 3,378 699
Other debt with interest of 10% due 1994 to 1995. 982 259
------- -------
Total . . . . . . . . . . . . . . 68,846 45,474
Less current portion. . . . . . . 67,420 390
------- -------
Long-term debt. . . . . . . . . . $ 1,426 $45,084
======= =======

The aggregate maturities of long-term debt at December 31, 1993 were as
follows:

(Thousands)

1994. . . . . . . . . . . . . . . . . . . $ 390
1995. . . . . . . . . . . . . . . . . . . 1,555
1996. . . . . . . . . . . . . . . . . . . 2,806
1997. . . . . . . . . . . . . . . . . . . 2,820
1998. . . . . . . . . . . . . . . . . . . 7,729
1999 and later. . . . . . . . . . . . . .30,556
-------
Total maturities of long-term debt. . . 45,856
-------
Less unamortized discount on 15.5%
Discount Subordinated Debentures . . 382
-------
Total carrying value of long-term debt. $45,474
=======

As described below, in connection with the Exchange Offer, all future
interest
payments on the Company's 10%-12% Senior Subordinated Notes have been
capitalized.
For purposes of determining the debt maturities of the 10%-12% Senior
Subordinated
Notes, the table above assumes that interest will be paid in additional notes
through May 31, 1995 and subsequent interest payments are considered
maturities of
long-term debt when currently due.

On April 12, 1993, the Company entered into a new domestic credit facility
(the
-39-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

"Credit Facility") with Foothill Capital Corporation ("Foothill"). Under the
terms
of the Credit Facility, Foothill agreed to provide the Company with a term loan
and
a revolving line of credit of up to a maximum amount of $35.0 million. The
initial
funding of the Credit Facility occurred on May 3, 1993 (the "Closing Date").
Prior
to entering into the Credit Facility, the Company had in place a domestic
borrowing
facility with Wells Fargo (the "Old Credit Agreement"). The Company was in
default
of certain financial covenants of the Old Credit Agreement from March 31, 1992
through the Closing Date of the Credit Facility. Under the terms of the Credit
Facility, the revolving line of credit is determined based on a percentage of
eligible (as defined and subject to certain restrictions) accounts receivable
and
inventory, plus an amount equal to $10,000,000 (which is reduced by $166,667 per
month commencing six months after the Closing Date), plus the amount provided
by the
Company as cash collateral, if any, less the amount of $5,000,000 required to be
outstanding under the term loan (each together the "Borrowing Base"). At
December
31, 1993, the amount of the Borrowing Base was $30,000,000 and was used to
support
outstanding letters of credit of $29,400,000.

The Credit Facility requires that the Company borrow $5,000,000 under the
term
loan and provides for additional borrowings and or issuances of commercial or
standby letters of credit or guarantees of payment with respect to such
letters of
credit in an aggregate amount not to exceed $30,000,000, based upon availability
under the Borrowing Base. The term loan is evidenced by a term loan note that
bears
interest which is payable monthly at a rate equal to twenty-four percentage
points
above the reference rate (the reference rate is equivalent to the prime rate at
designated institutions). All other obligations, excluding undrawn letters of
credit and letter of credit guarantees (for which there is no interest charge),
bear
interest at the higher of three percent above the reference rate or nine percent
per
annum. The Credit Facility matures five years from the Closing Date.

The Credit Facility required payment of a $350,000 commitment fee, and
required
on the Closing Date that the Company deliver a facility note in an amount equal
to
$4,000,000 (the "Facility Note"). The Facility Note was originally payable on
October 31, 1993 with interest payable at the higher of the reference rate or
six
percent. The Company had a one time option of discharging its obligations under
the
Facility Note, in cash, in common stock having an equivalent fair market
value at
the maturity date equal to the Facility Note plus accrued interest, or any
combination of cash and common stock. The original settlement date was
subsequently
extended to November 30, 1993, at which time, the Facility Note, plus accrued
interest which combined were $4,123,000 were paid in full in a noncash
transaction
through the issuance of 1,374,292 shares of the Company's common stock to
Foothill.

As collateral for its obligations under the Credit Facility, the Company
granted to Foothill a continuing security interest in and lien on substantially
all
of the Company's assets. The Credit Facility contains certain financial
covenants
with respect to the Company's tangible net worth and current ratio. In
addition,
there are covenants which prohibit the Company from paying dividends on or
acquiring
any of its capital stock and which either restrict or limit the Company's
ability
with respect to actions involving other indebtedness, liens, mergers,
acquisitions,
consolidations, dispositions, investments, capital expenditures, guarantees,
prepayment of debt, transactions with affiliates and other matters.

In addition to the Credit Facility, borrowing arrangements are in place at
certain international locations to assist in supporting local working capital
requirements. These arrangements are generally reviewed annually with the local
banks and do not require significant commitment fees. The outstanding balance
of
such short-term loans payable and the weighted average interest rate at December
31,
was $8,024,000 and 8.77% in 1992 and $1,054,000 and 13.07% in 1993. At
December 31,
1993, the Company had in place at its international locations unused lines of
credit
of $961,000 and letter of credit and guarantee facilities of $8,851,000 of which
$4,355,000 was outstanding.
-40-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

At December 31, 1993 the Company had outstanding combined letters of
credit and
bank guarantees of $33,736,000 and performance guarantees of $4,577,000. Of
these
amounts, approximately $25,384,000 support reported liabilities and $12,929,000
relate to contingent liabilities.

In connection with the Disposition, the Company entered into a Letter of
Credit
and Reimbursement Agreement and an Escrow Agreement, whereby the purchaser
provided
the Company with a letter of credit to guarantee certain of the Company's
worker's
compensation and general insurance liabilities and the Company placed certain
funds
in escrow. At December 31, 1993, the amount of the outstanding letter of credit
which was put in place by the purchaser was $4,171,000 and the amount held in
escrow
by the Company was $2,679,000. Under the terms of the current agreement with
the
purchaser, the Company will have access to certain of the escrow cash based upon
certain conditions, including reductions in the face amount of the letter of
credit
either through replacement of the letter of credit by the Company or reductions
in the letter of credit requirements which will occur through reduction of the
underlying obligations. On February 2, 1994, based upon the Company's partial
reduction and replacement of $1,171,000 of the face amount of the purchaser's
letter
of credit, the Company was granted access to $1,080,000 of cash which was
recorded
as restricted at December 31, 1993.

On July 14, 1993, the Company consummated its Exchange Offer. Under the
terms
of the Exchange Offer, the 15.5% Subordinated Debenture holders other than Sage
RHH
(see Note 16) who tendered their bonds each received $407.57 in principal
amount of
the Company's 10%-12% Senior Subordinated Notes due 1999, plus 111.4 shares of
the
Company's common stock for each $1,000 aggregate principal amount of 15.5%
Subordinated Debentures. Sage RHH, an investor which controlled approximately
29%
of the 15.5% Subordinated Debentures and 33.8% of the Company's common stock
received approximately 260.4 shares of the Company's common stock for each
$1,000
aggregate principal amount of 15.5% Subordinated Debentures tendered. The
Company's
Preferred Stock holder received 54.8 shares of common stock for each 200
shares of
Preferred Stock plus accrued but unpaid dividends, which in the aggregate
totaled
$281,250 for all of the Preferred Stock. Pursuant to the Exchange Offer,
$63,734,000 principal amount of 15.5% Subordinated Debentures plus accrued but
unpaid interest of $17,128,000 were exchanged for an aggregate of $17,850,000
principal amount of the Company's 10%-12% Senior Subordinated Notes and
10,041,812
shares of the Company's common stock, and all 500,000 outstanding shares of the
Preferred Stock were exchanged for an aggregate of 137,030 shares of the
Company's
common stock.

Interest on the 10%-12% Senior Subordinated Notes is payable semi-
annually on
May 31 and November 30 of each year. Interest accruing on the 10%-12% Senior
Subordinated Notes through and including May 31, 1995 may, at the Company's
option,
be paid in cash or additional 10%-12% Senior Subordinated Notes, and
thereafter will
be paid in cash. Interest accrues on the 10%-12% Senior Subordinated Notes
from May
31, 1993 through and including November 30, 1994 at the rate of 10% per annum if
paid in cash and 12% per annum if paid in additional 10%-12% Senior Subordinated
Notes, and thereafter accrues at 12% per annum. The November 30, 1993 interest
payment was paid by the Company in additional 10%-12% Senior Subordinated
Notes.
The 10%-12% Senior Subordinated Notes will mature November 30, 1999, and are
redeemable at the Company's option, at any time in whole or from time to time in
part, at the principal amount thereof plus accrued interest to the redemption
date.
Indebtedness under the 10%-12% Senior Subordinated Notes is senior to the
Company's
15.5% Subordinated Debentures, and subordinate to the extent provided in the
indenture to all indebtedness under the Company's Credit Facility with Foothill
and
any other indebtedness which by its terms provides that it shall be senior to
the
10%-12% Senior Subordinated Notes.

-41-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

During the third quarter of 1993, the Company recorded an extraordinary
gain
from the exchange of the 15.5% Subordinated Debentures of $5,367,000. In
accordance
with SFAS No. 15, all future interest payments which are due on the 10%-12%
Senior
Subordinated Notes have been recorded as part of long-term debt, and, as a
result,
the Company has deferred the related economic gain and will not record any
future
interest expense related to the 10%-12% Senior Subordinated Notes. On a
proforma
basis, assuming that the Exchange Offer occurred at the beginning of the period,
interest expense for the years ended December 31, 1991, 1992 and 1993 would have
been reduced by $8,545,000, $10,733,000 and $6,491,000, respectively.

The effect of the Exchange Offer, which was a noncash transaction, on the
assets, liabilities and stockholders' equity of the Company, was recorded in the
1993 Consolidated Balance Sheet as of the date of the Exchange Offer, and is
summarized as follows:

(Thousands)

Reduction in 15.5% Subordinated Debentures,
net of discount. . . . . . . . . . . . . . . . . . $ 58,743
Reduction in accrued interest. . . . . . . . . . . . 17,128
Reduction in dividends payable . . . . . . . . . . . 281
Charge-off of debt and equity
issuance costs. . . . . . . . . . . . . . . . . . (4,960)
Issuance of 10%-12% Senior Subordinated Notes. . . .(34,704)
--------
Increase in stockholders' equity. . . . . . . . . $ 36,488
========

At December 31, 1993, the 15.5% Subordinated Debentures consisted of
principal
of $5,194,000 and unamortized discount of $382,000. The 15.5% Subordinated
Debentures, which accrete in value at the rate of 17.4% per annum, began to
accrue
cash interest December 9, 1991. The Company did not make its scheduled interest
payments on its 15.5% Subordinated Debentures which were due on May 31, 1992,
November 30, 1992, May 31, 1993 and November 30, 1993, and consequently was in
default under the indenture. On February 15, 1994, the Company paid all past
due
interest, including interest on past due interest which in the aggregate
approximated $1,829,000, thereby curing the event of default under the
indenture.
At December 31, 1992, the 15.5% Subordinated Debentures were classified as
currently
due and at December 31, 1993, as a result of the curing of the event of
default, are
classified as long-term in the Consolidated Balance Sheets.

11. RENTAL AND LEASE INFORMATION

The Company leases certain facilities and equipment under operating
leases.
Total rental expense charged to the Consolidated Statements of Operations for
continuing operations on operating leases was $9,031,000, $7,104,000 and
$4,063,000
for 1991, 1992 and 1993, respectively. In addition, sublease rental income of
$202,000, $218,000 and $140,000 respectively, was netted against rental expense
in
1991, 1992, and 1993, respectively. During the years ended December 31, 1991,
1992
and 1993, the Company charged $906,000, $2,293,000 and $4,529,000
respectively, to
previously established restructuring reserves related to rentals and lease
settlements associated with properties which were no longer used in
operations.

-42-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Future minimum rental commitments under operating leases at December 31,
1993 were as follows:
(Thousands)
1994. . . . . . . . . . . . . . . $3,740
1995. . . . . . . . . . . . . . . 2,986
1996. . . . . . . . . . . . . . . 2,249
1997. . . . . . . . . . . . . . . 1,190
1998. . . . . . . . . . . . . . . 727
1999 and later. . . . . . . . . . 122
-------
Total . . . . . . . . . . . . $11,014
=======

Minimum rental commitments have not been reduced by minimum sublease
rentals of
$2,963,000 at December 31, 1993 which are due in the future under noncancellable
subleases. The above amounts do not include rent payable under escalation
clauses
as the amounts are not determinable.

12. FINANCIAL INSTRUMENTS

In December 1991, the Financial Accounting Standards Board issued SFAS No.
107,
"Disclosures about Fair Value of Financial Instruments". This statement
requires
the Company to disclose estimated fair values for its financial instruments, as
well
as the underlying methods and assumptions used in estimating fair value.

The Company enters into various types of financial instruments in the
normal
course of business. The estimated fair value of amounts have been determined \
based
on available market information and based in certain cases on assumptions
concerning
the amount and timing of estimated future cash flows and assumed discount rates
reflecting varying degrees of perceived risk. Accordingly, the fair values may
not
represent actual values of the financial instruments that could have been
realized
as of year end or that will be realized in the future.

Fair values for cash and cash equivalents, restricted cash, and loans
payable
approximate carrying value at December 31, 1993 due to the relatively short
maturity
of these financial instruments. The fair value of long-term debt, including
the
current portion of long-term debt at December 31, 1993 was estimated to be
$25,900,000 compared to a carrying value of $45,474,000.

13. TAXES ON INCOME

Effective January 1, 1993, the Company changed its method of accounting for
income taxes to the method required by SFAS No. 109, "Accounting for Income
Taxes".
As permitted under the new standard, the Company has not restated the prior
years'
financial statements which had been reported using SFAS No. 96, "Accounting for
Income Taxes". The adoption of SFAS No. 109 did not have a material impact
on the
Company's Consolidated Balance Sheets or Statements of Operations.

-43-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Income (loss) from continuing operations before provision (credit) for
taxes on
income from continuing operations consisted of the following:

Year Ended December
--------------------------------
1991 1992 1993
---- ---- ----
(Thousands)

Income (loss) from continuing operations
before provision for taxes on income:
Domestic. . . . . . . . . . . . $ (69,684) $(53,472) $(18,657)
Foreign . . . . . . . . . . . . (37,319) (12,671) (3,937)
--------- -------- --------
Total . . . . . . . . . . . . $(107,003) $(66,143) $(22,594)
========= ======== ========

Provision (credit) for taxes on income from
continuing operations:
Current:
Foreign . . . . . . . . . . . . $ 1,961 $ 1,205 $ 9
--------- -------- --------
Total . . . . . . . . . . . . 1,961 1,205 9
--------- --------- --------
Deferred:
Foreign . . . . . . . . . . . . 69 - -
--------- -------- --------
Total . . . . . . . . . . . . 69 - -
--------- -------- --------
Total . . . . . . . . . . $ 2,030 $ 1,205 $ 9
========= ======== ========

A reconciliation between taxes computed at the U.S. statutory federal
income
tax rate and the provision for taxes on income from continuing operations
reported
in the Consolidated Statements of Operations follows:

Year Ended December 31
------------------------------
1991 1992 1993
---- ---- ----
(Thousands)

Tax provision (credit) at U.S. statutory rate .$(36,381)$(22,489)$(7,908)
Operating losses that could not be offset
against taxable income. . . . . . . . 34,033 23,912 7,655
Differences between foreign and domestic
tax rates . . . . . . . . . . . . . . 217 (257) 139
Disposition of foreign subsidiary . . . 4,387 - -
Other . . . . . . . . . . . . . . . . . (226) 39 123
-------- -------- --------
Provision for taxes on income . . . . . $ 2,030 $ 1,205 $ 9
======== ======== ========

-44-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following is a summary of the significant components of the
Company's net deferred tax liability at December 31, 1993:

Deferred tax assets:
Insurance . . . . . . . . . . . . . . $ 9,098
Interest on 10%-12% Senior
Subordinated Notes. . . . . . . . . 5,372
Pensions. . . . . . . . . . . . . . . 3,563
Warranties, backcharges and job losses. . . . 3,362
Other expenses not currently deductible . . . 13,149
Unlimited operating loss carryforwards. . . . 9,754
Limited operating loss carryforwards. 1,181
--------
Total tax assets . . . . . . . . . 45,479
--------
Deferred tax liabilities:
Accelerated depreciation. . . . . . . (6,679)
Other items . . . . . . . . . . . . . (2,920)
--------
Total tax liabilities. . . . . . . (9,599)
--------
Deferred tax asset valuation allowance . . (36,780)
--------
Net deferred tax liability . . . . $ (900)
========

At December 31, 1993, the Company has worldwide net operating loss
carryforwards of $38,180,000 for tax reporting purposes which are available to
offset future income without limitation. Approximately $17,758,000 of the net
operating loss carryforwards relate to domestic operations and are available
for use
until expiration in the year 2009. The foreign net operating loss
carryforwards at
December 31, 1993 were $20,422,000 and expire at various dates in the years 1995
through 2004. In addition to the above, the Company has tax net operating loss
carryforwards of $134,244,000, as well as a general business credit
carryforward of
$1,000,000, that existed as of the date of the Exchange Offer, whose use has
been
limited due to a "Change in Ownership", as defined in Section 382 of the
Internal
Revenue Code. The Company's ability to utilize such carryforwards and credits
is
restricted to an aggregate potential availability of $3,375,000, with an annual
limitation of approximately $225,000 through the year 2008. Additionally, these
carryforwards can be used to offset income generated by the sale of certain
assets
to the extent the gain existed at the time of the exchange. This amount and the
Company's unlimited, domestic net operating loss carryforwards could be further
limited should another "Change in Ownership" occur.

Undistributed earnings of consolidated foreign subsidiaries at December 31,
1993, amounted to approximately $3,520,000. No provision for income taxes has
been
made because the Company intends to invest such earnings permanently. If the
Company were to repatriate all undistributed earnings, withholding taxes
assessed in
the local country would not be material to the Consolidated Financial Statements
at
December 31, 1993.

14. CONTINGENT LIABILITIES

Several contracts related to the discontinued custom curtainwall operations
continue to be the subject of litigation. In one of the actions, the owner
and the
general contractor for the project have claimed the Company and Federal
Insurance

-45-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Company, as issuer of a performance bond in connection with the Company's
work, are
liable for $29.9 million in excess completion costs and delay damages due to the
Company's alleged failure to perform its obligations under its subcontract. The
Company has taken action to enforce a $5.0 million mechanic's lien against the
building and seeks to recover more than $10.0 million in costs and damages
caused by
the general contractor's breach of the subcontract with the Company.

The Company filed suit in state court in Iowa against the owner, general
contractor and a subcontractor seeking payment of amounts owed to the Company
and
other damages in connection with a pre-engineered metal building project in
Anchorage, Alaska. The general contractor subsequently filed suit in state
court in
Alaska against a number of parties, including the Company and its surety,
alleging
against the Company breach of contract, breach of implied warranties,
misrepresentation and negligence in connection with the fabrication of the
building
and seeking damages in excess of $10.0 million. The Company believes that it is
entitled to payment under its contract and that it has meritorious defenses
against
the claims of the general contractor.

Two separate, but related lawsuits have been filed against the Company in
connection with a $2.4 million subcontract performed by the Company to supply
custom
curtainwall on a commercial office building. On January 29, 1991, the general
contractor filed suit in federal court in Houston, Texas, asserting claims for
the
owner/developer of the project as well as attempting to enforce indemnification
for
a $4.0 million state court judgement against the general contractor by virtue of
the
indemnity provisions in the subcontract. The Company has filed an action in the
federal court in St. Louis, Missouri, seeking a declaratory judgement that
it is not
liable under the indemnity provision or for any of the owner/developer's claims.
The
general contractor has filed a counterclaim, seeking to enforce its
indemnification
claim as well as the assigned claims. The general contractor's counterclaim
seeks
indemnity of $4.0 million and unspecified damages.

There are various other proceedings pending against or involving the
Company
which are ordinary or routine given the nature of the Company's business. The
Company has recorded a liability related to litigation where it is both probable
that a loss will be incurred and the amount of the loss can be reasonably
estimated.
While the outcome of the Company's legal proceedings cannot at this time be
predicted with certainty, management does not expect that these matters will
have a
material adverse effect on the consolidated financial condition or results of
operations of the Company.

During 1993 and through February 1994, the Company resolved and settled
certain
litigation relating to matters of alleged employment discrimination and alleged
breaches of real estate leases by the Company. These settlements did not have a
material adverse effect on the Company's 1993 Consolidated Statement of
Operations.

The Company has been identified as a potentially responsible party by
various
federal and state authorities for clean-up at various waste disposal sites.
While it
is often extremely difficult to reasonably quantify future environmental related
expenditures, the Company has engaged various third parties to perform
feasibility
studies and assist in estimating the cost of investigation and remediation. The
Company's policy is to accrue environmental and clean-up related costs of a
non-capital nature when it is both probable that a liability has been incurred
and
that the amount can be reasonably estimated. Based upon currently available
information, including the reports of third parties, management does not believe
that the reasonably possible loss in excess of the amounts accrued would be
material
to the Consolidated Financial Statements.

-46-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

15. INCENTIVE PLANS, STOCK OPTIONS, WARRANTS

1986 Stock Option Plan and 1976 Stock Option Plan

Options to purchase common stock of the Company have been granted under the
Company's 1986 Stock Option Plan (the "1986 Plan") and the 1976 Stock Option
Plan
(the "1976 Plan"). The 1986 Plan terminated by its terms effective May 6, 1991,
and
the 1976 Plan terminated by its terms effective December 31, 1986. No more
options
may be granted under the 1986 Plan or the 1976 Plan. Stock options, including
stock
options with stock appreciation rights granted in conjunction therewith, which
were
outstanding on the respective termination dates of the 1986 Plan and the 1976
Plan,
continue in effect in accordance with their terms. There were no stock
appreciation
rights on stock options outstanding at December 31, 1993.

A summary of stock option transactions under each of the Company's plans
follows:

Year Ended December 31
-------------------------------
1991 1992 1993
---- ---- ----

Options outstanding, January 1. . . 26,807 31,959 21,815
Granted . . . . . . . . . . . . . . 15,152 - -
Cancelled . . . . . . . . . . . . . (10,000) (10,144) (21,330)
-------- -------- ---------
Options outstanding at end of period. . . . 31,959 21,815 485
======== ======== =========
Options price range at end of period. . . . $33-$636 $33-$391 $184-$391
======== ======== =========
Options exercisable at end of period. . . . 17,232 8,997 485
======== ======== =========

All options granted under the plans are at prices which were not less than
100%
of the fair value of the Company's common stock on the date the options were
granted. Stock options outstanding at December 31, 1993 expire at various dates
from 1995 to 1999.

Long-Term Incentive Plan

The Company's 1991 Long-Term Incentive Plan, (the "Long Term Incentive
Plan"),
as amended and restated in 1993, provides for the grant of both cash-based and
stock-based awards to eligible employees of, and persons or entities providing
services to the Company and its subsidiaries and provides for one-time,
automatic
stock awards to non-employee members of the Board of Directors. Under the
Long-Term
Incentive Plan, the Company may provide awards in the form of stock options,
stock
appreciation rights, restricted shares, performance awards, and other stock
based
awards. Currently up to 1,400,000 shares of common stock are issuable under the
Long-Term Incentive Plan, subject to appropriate adjustment in certain events.
Shares issued pursuant to the Long-Term Incentive Plan may be authorized and
unissued shares, or shares held in treasury. Awards may be granted under
the Long-
Term Incentive Plan through March 19, 2001, unless the plan is terminated
earlier by
action of the Board of Directors. At December 31, 1993, there were 829,146
shares
under the Long-Term Incentive Plan which were available for grant.

On December 22, 1993, the Company granted awards (the "1993 Awards") of
564,000
restricted shares of the Company's common stock to certain executive officers
and
key employees. The awards are designed to incentivize management in a manner
which

-47-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

would enhance shareholder value by tying vesting provisions to achievement of
performance targets representing increases in the average market value of the
Company's common stock. In summary, the accelerated vesting provisions include
comparison of future share prices to a pre-determined base price, each measured
on a
60-day average basis , cumulative market value appreciation targets over a three
year period, and a requirement of continued employment with the Company
except in
certain specific circumstances. The base price for the 1993 Awards is $3.41 per
share. The 1993 Awards also provide that if performance targets are not
achieved by
August 10, 1996, all unvested shares not forfeited will vest automatically on
August
10, 2003, provided the holder is still an employee of the Company as defined in
the
plan. The 1993 Awards also provide for immediate vesting if a change in the
control
of the Company occurs, as defined, and under certain circumstances, upon the
termination of one of the Company's executive officers.

The fair market value of the restricted shares, based on the market
price at
the date of the grant, is recorded as deferred compensation, as a component of
stockholders' equity and deferred compensation expense is amortized over the
period
benefited.

Warrants

In connection with the Combination, the Company assumed 1,470,000 of
outstanding warrants of Ceco Industries. Each warrant, which is exercisable on
or
before December 9, 1996, provides for the right to purchase one stock unit at a
price of $6.02 per unit, a unit being a fraction (as determined under the
warrants)
of a share. The warrants currently provide the holders with the right to
acquire an
aggregate of 90,249 shares of the Company's common stock at an exercise price of
$98.11 per share. The Company has reserved 90,249 shares of its common stock
for
issuance upon exercise of the warrants. These warrants are reflected in the
accompanying Consolidated Balance Sheets at their fair value at the date of
acquisition.

16. RELATED PARTY TRANSACTIONS

On September 15, 1992, Mulligan Partnership ("Mulligan") sold 297,655
shares of
the Company's common stock, representing approximately 33.8% of the Company's
then
outstanding common stock, and $19,831,000 aggregate principal amount of the
Company's 15.5% Subordinated Debentures, representing approximately 29% of the
outstanding principal amount of such 15.5% Subordinated Debentures, to Sage
Capital Corporation ("Sage Capital"), a Wyoming corporation.

The rights of Frontera S.A., ("Frontera") an affiliate of Mulligan, under
the
Stockholders Agreement dated as of June 8, 1990 among the Company, Frontera and
certain other stockholders, including the right to nominate certain members
of the
Company's Board of Directors, terminated upon the sale by Mulligan to Sage
Capital.
Mulligan has assigned to Sage Capital, Mulligan's rights under the terms of a
registration rights agreement dated as of November 8, 1990 between the
Company and Frontera.

On November 18, 1992, the Company elected the President of Sage Capital as
President and Chief Executive Officer and as a Director, and the Managing
Director
of Sage Capital as a Director. On December 30, 1992, Sage Capital transferred
its
shares of common stock and the 15.5% Subordinated Debentures to Sage RHH, a
partnership, with Sage Capital retaining an 80% ownership in Sage RHH. As
described
in Note 10, Sage RHH tendered all of its 15.5% Subordinated Debentures in
connection
with the Exchange Offer.

On December 2, 1993, the Company and its wholly owned subsidiary Robertson

-48-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Espanola, S.A. entered into an agreement (the "Agreement") with RC Holdings,
Inc.
("RC Holdings") (formerly Heico Acquisitions, Inc.) which is indirectly
controlled
by a member of the Company's Board of Directors. Pursuant to the Agreement, RC
Holdings, through an affiliate entity acquired 3,333,333 newly issued shares
of the
Company's common stock and certain inventory and interests related to the
project in
Madrid, Spain known as Puerta de Europa, for which the Company had been
providing
the curtainwall system and the owner had been placed in insolvency. The shares
issued represented approximately 21.4% of the then outstanding shares of the
Company
after issuance of such shares. The Company received an aggregate of $10 million
in
cash for the shares and assets. The Agreement also provides that, if RC
Holdings is
able to realize any proceeds in connection with the Puerta de Europa project,
all
receipts in excess of $5 million plus expenses incurred for completion and
collection, will be split equally between RC Holdings and the Company. The
Agreement provides that, until the earlier of (i) December 2, 1998, (ii) the
date on
which RC Holdings and its affiliates no longer hold 10% of the Company's
outstanding
common stock or (iii) the date on which the current President of RC Holdings
ceases
to be a controlling person with respect to RC Holdings and its affiliates, the
Board
of Directors of the Company shall not elect a chief executive officer without
the
prior written consent of RC Holdings. On December 9, 1993, the Board of
Directors
appointed the President and sole stockholder of RC Holdings as its chief
executive
officer and vice chairman of the Board of Directors.

The Company has employment agreements and severance payment plans with
respect
to certain of its executive officers and certain other management personnel.
These
agreements generally provide for salary continuation for a specified number of
months under certain circumstances. Certain of the agreements provide the
employees
with certain additional rights after a change of control of the Company, as
defined,
occurs.

17. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION

The Company's operations are classified into three business segments: the
Metal Buildings Group, the Building Products Group, and the Concrete
Construction
Group. The Metal Buildings Group designs and manufactures complete
pre-engineered
metal buildings for commercial and industrial users. The Building Products
Group
provides construction services and at certain locations fabricates, sells and
erects
the components for roof, walls and floors of non-residential buildings. The
Concrete Construction Group provides a subcontracting service for forming
poured-in-place, reinforced concrete buildings.

Summarized financial information for each of the Company's business
segments
and geographic areas of operations for the years ended December 31, 1991,
1992, and
1993 is presented below.

-49-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Information on Segments
1991 1992 1993
---- ---- ----
(Thousands)
Revenue:
Metal Buildings Group. . . . .$200,017 $187,465 $218,338
Building Products Group . . . 368,085 144,426 97,319
Concrete Construction Group . 84,943 69,062 64,249
Intersegment eliminations. . . (1,592) - -
-------- -------- --------
Total. . . . . . . . .$651,453 $400,953 $379,906
======== ======== ========

Operating income (loss):
Metal Buildings Group. . . . .$ (5,672) $ 4,179 $ 7,212
Building Products Group . . . (36,012) (18,146) (6,685)
Concrete Construction Group . (692) (4,702) 4,518
Corporate. . . . . . . . . . . (20,358) (24,240) (7,948)
-------- -------- --------
Total. . . . . . . . .$(62,734) $(42,909) $ (2,903)
======== ======== ========

Identifiable assets:
Metal Buildings Group. . . . .$ 98,732 $ 84,448 $ 96,665
Building Products Group . . . 142,460 90,705 42,839
Concrete Construction Group . 30,776 22,055 22,736
Businesses held for sale . . . 143,812 - -
Corporate. . . . . . . . . . . 23,686 38,462 25,934
Adjustments and eliminations . (16,529) (3,300) (6,351)
-------- -------- --------
Total. . . . . . . . .$422,937 $232,370 $181,823
======== ======== ========

Capital expenditures:
Metal Buildings Group. . . . .$ 1,143 $ 948 $ 2,955
Building Products Group . . . 5,906 1,371 1,614
Concrete Construction Group . 945 649 899
Corporate. . . . . . . . . . . 224 253 35
-------- -------- --------
Total. . . . . . . . .$ 8,218 $ 3,221 $ 5,503
======== ======== ========

Depreciation:
Metal Buildings Group. . . . .$ 3,305 $ 2,510 $ 2,419
Building Products Group . . . 5,654 3,106 2,348
Concrete Construction Group . 979 963 1,004
Corporate. . . . . . . . . . . 454 63 94
-------- -------- --------
Total. . . . . . . . .$ 10,392 $ 6,642 $ 5,865
======== ======== ========

-50-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Information on Geographic Areas
1991 1992 1993
---- ---- ----
(Thousands)
Revenue:
United States. . . . . . . . .$434,504 $274,027 $287,802
Canada . . . . . . . . . . . . 47,053 29,099 22,063
Europe . . . . . . . . . . . . 130,292 86,939 52,498
Other. . . . . . . . . . . . . 55,444 24,843 21,681
Inter-area eliminations. . . . (15,840) (13,955) (4,138)
-------- -------- --------
Total. . . . . . . . .$651,453 $400,953 $379,906
======== ======== ========

Operating income (loss):
United States. . . . . . . . .$(20,196) $ (3,601) $ 7,347
Canada . . . . . . . . . . . . (14,449) (2,829) 1,099
Europe . . . . . . . . . . . . (11,914) (11,131) (5,054)
Other. . . . . . . . . . . . . 4,183 (1,108) 1,653
Corporate. . . . . . . . . . . (20,358) (24,240) (7,948)
-------- -------- --------
Total. . . . . . . . .$(62,734) $(42,909) $ (2,903)
======== ======== ========

Identifiable assets:
United States. . . . . . . . .$146,315 $127,786 $125,689
Canada . . . . . . . . . . . . 24,407 16,716 15,013
Europe . . . . . . . . . . . . 84,670 52,896 13,088
Other. . . . . . . . . . . . . 16,684 12,104 13,431
Businesses held for sale . . . 143,812 - -
Corporate. . . . . . . . . . . 23,686 38,462 25,934
Adjustments and eliminations . (16,637) (15,594) (11,332)
-------- -------- --------
Total. . . . . . . . .$422,937 $232,370 $181,823
======== ======== ========

Identifiable assets in each segment or geographic area include the
assets used
in the Company's operations and the excess of the purchase price over the fair
value
of assets acquired. Corporate assets consist primarily of cash and cash
equivalents, income tax refunds receivable, restricted cash, property and
equipment,
assets held for sale and deferred costs related to the Credit Facility.
Inter-area
sales are generally recorded at prices which are intended to approximate prices
charged to unaffiliated customers.

18. RETIREMENT BENEFITS

The Company and its subsidiaries have various defined contribution and
defined
benefit pension plans covering substantially all of its U.S. employees and
employees
in certain foreign countries. In connection with the Company's restructuring
plan,
the Company merged certain of its U.S. defined benefit plans effective June 1,
1992
into an existing pension plan of the Company which was amended to provide future
retirement benefits to all of the Company's U.S. eligible salary and hourly
employees. Certain U.S. employees are covered by a defined contribution plan
which
provides for contributions based primarily on compensation levels. The Company
also
participates in numerous multi-employer plans which are administered by unions
and
provide defined benefits to employees covered under industry collective
bargaining agreements.

Benefits provided under the Company's defined benefit pension plans are
primarily based on years of service and the employee's compensation. The
Company's
funding policy is to contribute an amount annually based upon actuarial and
economic
assumptions designed to achieve adequate funding of projected benefit
obligations.
-51-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Plan assets are invested in broadly diversified portfolios of government
obligations, mutual funds, stocks, bonds and fixed income and equity
securities.
The Company funds its contributions to the defined contribution plan as
accrued.
Plan assets are invested in mutual funds. Contributions under the various
union-
sponsored, multi-employer plans are determined in accordance with the
provisions of
negotiated labor contracts and generally are based on the number of hours
worked.
Such contributions are charged against operations as incurred.

U.S. and Canadian Defined Benefit Plans

Net pension cost (income) consisted of the following:

Year Ended December 31
-----------------------------
1991 1992 1993
---- ---- ----
(Thousands)

Service cost-benefits earned during the year $ 1,311 $1,293 $ 926
Interest cost on projected benefit obligation. . . . . 4,288 5,744 5,222
Actual return on assets. . . . . . . (5,486) (6,928) (5,536)
Net amortization and deferral. . . . 955 543 1,355
------- ------ -------
Net pension cost . . . . . . . . . . $ 1,068 $ 652 $ 1,967
======= ====== =======

The following table sets forth the aggregate funded status of the U.S. and
Canadian defined benefit plans:

December 31, 1992 December 31, 1993
Plans With Plans With
----------------------- -----------------------
Assets Accumulated Assets Accumulated
Exceeding Benefits Exceeding Benefits
Accumulated Exceeding Accumulated Exceeding
Benefits Assets Benefits Assets
----------- ----------- ----------- -----------
(Thousands)

Actuarial present value of
benefit obligation:
Vested benefit obligation. . $ 8,942 $ 50,068 $8,619 $ 58,222
Non-vested benefit obligation. . . . 793 764 35 787
------- -------- ------- --------
Accumulated benefit obligation . . . 9,735 50,832 8,654 59,009
Excess of projected benefit
obligation over accumulated
benefit obligation . . . . 952 184 442 595
------- -------- ------- --------
Projected benefit obligation . 10,687 51,016 9,096 59,604
Plan assets at fair value. . . 17,934 39,423 15,182 40,296
------- -------- ------- --------
Projected benefit obligation
(in excess of) or less than
plan assets. . . . . . . . . 7,247 (11,593) 6,086 (19,308)
Unrecognized net (gain) loss . 411 2,157 225 9,380
Remaining unrecognized net
transition (asset) obligation. . . . (1,402) 569 (614)531
Adjustment required to recognize
minimum liability. . . . . . - (2,542) - (9,315)
------- -------- ------- --------
Prepaid (accrued) pension cost
recognized in the consolidated
balance sheets . . . . . . . $ 6,256 $(11,409) $5,697 $(18,712)
======= ======== ======= ========

-52-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Actuarial assumptions used for the U.S. and Canadian plans were as follows:

Year Ended December 31
----------------------------
1991 1992 1993
---- ---- ----

Assumed discount rate U.S. plans . . . . . . 8.5% 8.5% 7.25%
Assumed discount rate Canadian plan. . . . . 8.5 9.5 8.0
Assumed rate of compensation increase. . . . 4-5.5 4-5.5 4.5-5.5
Expected rate of return on plan assets . . . 9.0 9-10 9.0

Other Foreign Defined Benefit Plans

The amounts reported below relating to other foreign defined benefit plans
exclude in 1993 the plan of the sold U.K. Subsidiary.

Net pension cost (income) consisted of the following:

Year Ended December 31
---------------------------
1991 1992 1993
---- ---- ----
(Thousands)

Service cost-benefits earned during the year. $ 948 $ 1,049 $ 690
Interest cost on projected benefit obligation 3,996 3,385 2,249
Actual return on assets . . . . . . . (6,000)(5,342) (2,394)
Net amortization and deferral . . . . 1,226 2,143 196
------- ------- -------
Net pension cost (income) . . . . . . $ 170 $ 1,235 $ 741
======= ======= =======

-53-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table sets forth the aggregate funded status of other foreign
defined benefit plans:

December 31
Plans with
Assets
Exceeding
Accumulated
Benefits
------------------
1992 1993
---- ----
(Thousands)

Actuarial present value of benefit obligation
Vested benefit obligation . . . . . . . $27,245 $1,949
Non-vested benefit obligation . . . . . 109 14
------- ------
Accumulated benefit obligation. . . . . 27,354 1,963
Excess of projected benefit obligation
over accumulated benefit obligation. 6,112 74
------- ------
Projected benefit obligation . . . . . . . 33,466 2,037
Plan assets at fair value. . . . . . . . . 28,859 2,150
------- ------
Projected benefit obligation less than (greater than)
plan assets . . . . . . . . . . . . . . (4,607) 113
Unrecognized net gain. . . . . . . . . . . 10,931 1,489
Remaining unrecognized net transition asset. . . . (3,817) (515)
------- ------
Prepaid pension cost recognized in the consolidated
balance sheets. . . . . . . . . . . . . $ 2,507 $1,087
======= ======

Actuarial assumptions used for the other foreign defined benefit plans
were as follows:

Year Ended December 31
-----------------------------
1991 1992 1993
---- ---- ----

Assumed discount rate. . 9.5-18% 9.5-10.5% 7.0%
sumed rate of compensation increase. . .7-15 7-7.5 4.5
Expected rate of return on plan assets . . 11-19 11-13 7.5

Pension expense also included the following amounts:

Year Ended December 31
----------------------------
1991 1992 1993
---- ---- ----
(Thousands)

U.S. defined contribution plan . $4,258 $1,241 $ 830
====== ====== ======
Multi-employer plans . . $5,664 $1,444 $1,455
====== ====== ======
</TABLEE>

-54-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

As a result of the Disposition discussed in Note 3, the Company recognized
during 1991 curtailment gains of $159,000 and during 1992, settlement gains of
$1,733,000, which are reflected in the Consolidated Statement of Operations as a
component of the loss from discontinued operations, and curtailment losses of
$849,000 in 1991 which are reflected in the Consolidated Statement of
Operations as
a component of gain (loss) on businesses sold/held for sale. Due primarily to
changing the assumed discount rate for the Company's U.S. defined benefit
plans from
8.5% at December 31, 1992 to 7.25% at December 31, 1993, the amount reported
within
Stockholders' Equity as Excess of Additional Pension Liability Over
Unrecognized
Prior Service Cost increased by $6,428,000 in 1993 compared with 1992. The
change
in discount rate was also the primary reason for the increase in Long-term
Pension
Liabilities, as reported in the Consolidated Balance Sheets.

19. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS

Effective January 1, 1993 the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" for its U.S. plans.
SFAS No. 106 requires measurement of the obligations of an employer to provide
future postretirement benefits and the accrual of costs during the years that
the
employee provides services. The Company provides postretirement health and life
insurance benefits under unfunded plans to a select group of retired U.S.
employees.
The Company has fixed its per retiree cost of providing these benefits to a
majority
of these participants. The accumulated postretirement benefit obligation at
adoption was approximately $21,501,000 and is being recognized over the expected
payment period of 14 years. The adoption of SFAS No. 106 did not have a
material
impact on the Company's Statements of Operations or Cash Flows. Prior to the
adoption of SFAS No. 106, the Company expensed the net cost of providing such
benefits to retired employees on a pay-as-you-go basis. The Company is also
required to adopt the provisions of SFAS No. 106 with respect to its foreign
postretirement benefit plans for fiscal years beginning after December 15,
1994.
The Company plans to adopt this standard as required, and is currently
evaluating its impact.

The following table sets forth the U.S. plans' funded status reconciled
with the amount recognized in the Company's Consolidated Balance Sheets.

December 31, 1993
-----------------
(Thousands)

Accumulated Postretirement Benefit Obligation:
Retired employees . . . . . . . . . . $(21,068)
========

Unfunded accumulated benefit obligation
in excess of plan assets. . . . . . $(21,068)
Unrecognized net (gain)/loss. . . . . 1,004
Unrecognized transition obligation. . 19,934
--------
Accrued postretirement benefit cost . $ (130)
========

For the purposes of measuring the December 31, 1993 accumulated
postretirement
benefit obligation, the per capita cost of covered health care benefits was
assumed
to increase at 12.25% from 1993 to 1994 for retirees not in the Company's fixed
cost
plan. The rate was assumed to decrease gradually down to 4.75% by 2002 and
remain
at that level thereafter. Because the health care cost trend rate assumption
affects relatively few participants, there is no significant effect on the
amounts
reported. Increasing assumed health care cost trend rates by one percentage
point
in each year would increase the accumulated postretirement benefit obligation as
of

-55-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

December 31, 1993 by $468,000, or 2.2%. The weighted average discount rate
used in
determining the accumulated postretirement benefit obligation at December 31,
1993 was 7.25%.

Net periodic postretirement benefit cost for 1993 included the following
components:

Year Ended
December 31, 1993
-----------------
(Thousands)

Interest cost. . . . . . . . . . . . . . . $1,716
Net amortization and deferral. . . . . . . 1,567
------
Net periodic postretirement benefit cost . $3,283
======

For purposes of measuring the 1993 net periodic postretirement benefit
cost,
the per capita cost of covered health care benefits was assumed to increase at
13.5%
from 1993 to 1994 for retirees not in the fixed cost plans. The rate was
assumed to
decrease gradually down to 6.0% by 2002 and remain level thereafter. Because
the
health care cost trend rate assumption affects relatively few participants,
increasing assumed health care cost trend rates by one percentage point each
year
would increase the aggregate of the service and interest cost components of the
net
periodic postretirement benefit cost for fiscal 1993 by $22,000, or 0.7%. The
weighted average discount rate used in determining the 1993 expense was 8.5%.

In the fourth quarter of 1993, the Company adopted SFAS No. 112,
"Employers'
Accounting for Postemployment Benefits". This statement requires an accrual
method
of recognizing postemployment benefits. The cumulative effect of adopting
SFAS No.
112 was $1,200,000. Prior to the adoption of SFAS No. 112, the Company expensed
the
net cost of providing these benefits on a pay-as-you-go basis. Amounts
recognized
in prior years Statements of Operations were not material.

20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial data is summarized as follows:

First Second Third Fourth
----- ------ ----- ------

1993 (a)
Revenue. . . . . . . . . . . . . . $ 80,431 $ 93,955 $106,043 $ 99,477
Cost of sales. . . . . . . . . . . 71,187 78,683 89,333 84,416
Income (loss) from continuing
operations . . . . . . . . . . . (8,615) (3,772) (10,878) 662
Net income (loss). . . . . . . . . (8,615) (3,772) (5,511) (3,038)
Income (loss) per share from
continuing operations. . . . . . $ (9.85)$ (4.35)$ (1.16) $ .05
Net income (loss) per common share . . . . $ (9.85)$ (4.35)$ (.59) $ (.22)

1992 (b)
Revenue. . . . . . . . . . . . . . $ 88,618 $ 97,511 $102,485 $112,339
Cost of sales. . . . . . . . . . . 79,396 87,193 89,743 96,484
Income (loss) from continuing
operations . . . . . . . . . . . (32,632) (16,603) (3,261) (14,852)
Net income (loss). . . . . . . . . (32,632) (18,203) (5,458) (14,852)
Income (loss) per share from
continuing operations. . . . . . $ (37.07)$ (18.93)$ (3.77) $ (16.93)
Net income (loss) per common share . . . . $ (37.07)$ (20.74)$ (6.26) $ (16.93)

-56-

ROBERTSON-CECO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(a) In the third quarter of 1993, the Company recorded a charge of $9,700,000
for
the sale of the Company's U.K. Subsidiary (Note 3) and an extraordinary gain
of
$5,367,000 resulting from the completion of the Company's Exchange Offer
(Note 10).
In the fourth quarter of 1993, the Company recorded a charge for discontinued
operations of $2,500,000 (Note 3) and a charge of $1,200,000 for the cumulative
effect of an accounting change (Note 19). As discussed in Note 3, fourth
quarter
results for 1993 exclude the operations of the sold U.K. Subsidiary.

(b) As discussed in Note 2, during 1992, the Company took certain actions with
respect to the operational and financial restructuring of the Company. As a
result
of the restructuring plan, the Company was required to provide for the estimated
costs associated with the restructuring, as well as losses on businesses held
for
sale. These estimates resulted in charges (credits) to the first, second,
third and
fourth quarters of 1992 as follows: $20,502,000, $3,000,000, $(9,932,000), and
$3,108,000, respectively. In the second quarter of 1992, the Company provided
$3,500,000 for various environmental matters and in the third quarter of 1992,
the
Company provided $4,167,000 to write-off its equity investment (Note 4) and
$3,900,000 to recognize a loss from discontinued operations (Note 3). The
second
quarter's sales and cost of sales reflect a reclassification resulting from the
Company's decision, in the third quarter, to retain certain foreign businesses.
Such reclassifications had no effect on loss from continuing operations or on
net loss.

-57-

Independent Auditors' Report

To the Board of Directors and
Stockholders of Robertson-Ceco Corporation

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows present fairly, in all material respects, the financial position of
Robertson-Ceco Corporation and its subsidiaries (the "Company") at December
31, 1993, and the results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above. The financial statements of Robertson-Ceco
Corporation for the years ended December 31, 1992 and 1991 were audited by
other independent accountants whose report dated February 25, 1993 (May 3,
1993 as to Note 2) expressed an unqualified opinion on those statements and
included an explanatory paragraph that described the substantial doubt about
the Company's ability to continue as a going concern.

As discussed in Note 19 to the financial statements, the Company changed its
method of accounting for postemployment benefits in 1993 by adopting Statement
of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions" and Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits". In addition, as discussed in Note 13 to the financial statements,
the Company changed its method of accounting for income taxes in 1993 by
adopting Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes".

/s/ Price Waterhouse

PRICE WATERHOUSE
Boston, Massachusetts
March 30, 1994

-58-

Independent Auditors' Report

To the Stockholders of
Robertson-Ceco Corporation:

We have audited the accompanying consolidated balance sheet of Robertson-Ceco
Corporation and its subsidiaries as of December 31, 1992 and the related
consolidated statements of operations, stockholders' equity (deficiency), and
cash flows for each of the two years in the period ended December 31, 1992.
Our audits also included the financial statement schedules as of December 31,
1992 and for each of the two years in the period ended December 31, 1992
listed in Item 14. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedules 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Robertson-Ceco Corporation and
its subsidiaries at December 31, 1992 and the results of their operations and
their cash flows for each of the two years in the period ended December 31,
1992 in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth therein.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company's defaults under its loan
and capital lease agreements and its inability to generate adequate
unrestricted cash to meet its current and anticipated operating requirements,
along with the Company's recurring losses from operations, negative working
capital, and stockholders' deficiency raise substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also discussed in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche

DELOITTE & TOUCHE
Boston, Massachusetts

February 25, 1993
(May 3, 1993 as to Note 2)

-59-

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

On September 14, 1993, the Board of Directors of Robertson Ceco
Corporation, acting upon the recommendation of its Audit Committee, authorized
the engagement of the firm of Price Waterhouse as its independent accountants
to audit the financial statements of the Company for the fiscal year ending
December 31, 1993. Price Waterhouse replaced the firm of Deloitte & Touche,
whose engagement as independent accountants of the Company terminated
September 14, 1993.

The reports of Deloitte & Touche on the Company's financial statements
for the years ended December 31, 1991 and 1992, except as noted below, did not
contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The
report of Deloitte & Touche on the Company's financial statements for the year
ended December 31, 1992 contained an explanatory paragraph with respect to a
substantial doubt about the ability of the Company to continue as a going
concern.

During the years ended December 31, 1991 and 1992 and in the period from
January 1, 1993 through September 14, 1993, there were no disagreements with
Deloitte & Touche on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte
& Touche to make reference to the matter in connection with its reports on the
Company's financial statements with respect to such periods.

Also, during the years ended December 31, 1991 and 1992 and in the period
from January 1, 1993 through September 14, 1993, there were no "reportable
events" as defined in subparagraph (a)(1)(v) of Item 304 of Regulation S-K.

During the years ended December 31, 1991 and 1992 and in the period from
January 1, 1993 through September 14, 1993, which was prior to the engagement
of Price Waterhouse, neither the Company nor anyone else on its behalf
consulted Price Waterhouse regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or (ii)
the type of audit opinion that might be rendered on the Company's financial
statements.

-60-

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------

(a) Information concerning the Registrant's directors is incorporated by
reference to the section entitled "Election of Directors" in the
registrant's definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 3, 1994, to be filed pursuant to
Regulation 14A.

(b) Information concerning executive officers of the Registrant is set forth
in Item 4.1 of Part I at pages 11 to 12 of this Report under the heading
"EXECUTIVE OFFICERS OF THE REGISTRANT".

ITEM 11. EXECUTIVE COMPENSATION
----------------------

Information concerning executive compensation is incorporated by
reference to the section entitled "Executive Compensation" in the registrant's
definitive proxy statement for the Annual Meeting of Stockholders to be held
on May 3, 1994, to be filed pursuant to Regulation 14A.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

Information concerning security ownership of certain beneficial owners
and management is incorporated by reference to the section entitled "Security
Ownership" in the registrant's definitive proxy statement for the Annual
Meeting of Stockholders to be held on May 3, 1994, to be filed pursuant to
Regulation 14A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

Information concerning certain relationships and related transactions is
incorporated by reference to the section entitled "Certain Relationships and
Related Transactions" in the registrant's definitive proxy statement for the
Annual Meeting of Stockholders to be held on May 3, 1994, to be filed pursuant
to Regulation 14A.

-61-

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
---------------------------------------
AND REPORTS ON FORM 8-K
-----------------------
PAGE NO.
The following documents are filed as part of this
Report:

(a)1. Consolidated Financial Statements of Robertson-
Ceco Corporation.

Consolidated Statements of Operations for the
three years ended December 31, 1993. 26

Consolidated Balance Sheets at December 31, 1992
and 1993. 27

Consolidated Statements of Cash Flows for the
three years ended December 31, 1993. 29

Consolidated Statements of Stockholders' Equity
(Deficiency) for the three years ended December
31, 1993. 30

Notes to Consolidated Financial Statements,
including Selected Quarterly Financial Data as
required by Item 302 of Regulation S-K. 31

Independent Auditors' Reports.
Price Waterhouse 58
Deloitte & Touche 59

(a)2.Financial Statement Schedules for the Three Years
Ended December 31, 1993.

SCHEDULE VIII - Valuation and Qualifying Accounts 65
SCHEDULE IX - Short Term Borrowings 67
SCHEDULE X - Supplementary Income Statement 68
Information
All other schedules are omitted because they are
not applicable or not required.

Report of Independent Accountants on Financial Schedules
Price Waterhouse - as of and for the year ended
December 31, 1993 69

(a)3.List of Exhibits.
Exhibits filed or incorporated by reference in
connection with this Report are listed in the
Exhibit Index starting on page 70.

(b) Reports on Form 8-K

On November 22, 1993 the Company filed a Form 8-K
reporting the sale of all of the common stock of H.H.
Robertson (U.K.) Limited on November 9, 1993 in a
noncash transaction to Capella Investments Limited.
The U.K. Subsidiary had operated as part of the Company's
Building Products Group.
-62-

On December 22, 1993 the Company filed a Form 8-K
reporting the completion of an investment transaction
with RC Holdings, Inc. on December 14, 1993. RC Holdings,
Inc. is owned by Michael E. Heisley, a director of
Robertson-Ceco Corporation since July 1993. The Company
also reported that, on December 9, 1993, the Board of
Directors of the Company appointed Michael E. Heisley as
Chief Executive Officer, replacing Andrew G.C. Sage II who
continues as Chairman of the Board. Mr. Heisley was
also elected as Vice Chairman of the Board.

-63-

SIGNATURES

Pursuant to the requirements of Section 10 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, in the city of
Boston, The Commonwealth of Massachusetts, on this 31st day of March, 1994.

ROBERTSON-CECO CORPORATION

By /s/ John C. Sills
------------------------------
Vice President and Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities and as of
the 31st day of March, 1994. Each person whose signature appears below hereby
authorizes each of Andrew G. C. Sage, II, Denis N. Maiorani and George S.
Pultz and appoints each of them singly his or her attorney-in-fact, each with
full power of substitution, to execute in his name, place and stead, in any
and all capacities, any or all further amendments to this Report and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, making such further changes in
this Report as the Company deems appropriate.

SIGNATURE

/s/ Michael E. Heisley /s/ Andrew G. C. Sage, II
- - ---------------------------------- -------------------------------
Chief Executive Officer Andrew G. C. Sage, II
and Director Chairman
(Principal Executive Officer)

/s/ Denis N. Maiorani /s/ John C. Sills
- - ---------------------------------- -------------------------------
Denis N. Maiorani John C. Sills
President and Director Vice President and Controller
(Principal Financial Officer) (Principal Accounting Officer)

/s/ Frank A. Benevento /s/ Stanley G. Berman
- - ---------------------------------- -------------------------------
Frank A. Benevento Stanley G. Berman
Director Director

/s/ Mary Heidi Hall Jones /s/ Kevin E. Lewis
- - ---------------------------------- -------------------------------
Mary Heidi Hall Jones Kevin E. Lewis
Director Director

/s/ Leonids Rudins /s/ Gregg C. Sage
- - ---------------------------------- -------------------------------
Leonids Rudins Gregg C. Sage
Director Director

-64-

ROBERTSON-CECO CORPORATION SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS
(Thousands)

===============================================================================
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- - -------------------------------------------------------------------------------
ADDITIONS
BALANCE ---------------------- BALANCE
AT CHARGED TO CHARGED TO AT
BEGINNING COSTS AND OTHER DEDUC- END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS TIONS PERIOD
- - -------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1993
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts . . $ 4,653 $ 1,707 $ 57(a) $ 2,887(b)
76(f) 351(g) $ 3,255
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations.(l) $ 4,938 $ 2,500 $ 2,192(e) $ 5,246
======= ======= ======= ======= =======
Not Deducted from Asset
Accounts:
Insurance liabilities -
current . . . . . . . $16,434 $11,884 $ 680(f) $17,772(e)
$11,226
======= ======= ======= ======= =======
Insurance liabilities -
long term . . . . . . $11,990 $ 3,100 $ 320(e) $14,770
======= ======= ======= ======= =======
Other - current. . .(k) $30,967 $ 6,164 $ 83(f) $23,635(e)
221(g)
790(f) $12,568(m)
======= ======= ======= ======= =======
Other - non-current.(l) $22,652 $ 110 $ 9,064(e)
82(f) $13,616
======= ======= ======= ======= =======
YEAR ENDED DECEMBER 31, 1992
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts . . $ 3,582 $ 2,671 $ 203(a) $ 1,617(b)
855(n) 678(f)
363(d) $ 4,653
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations.(l) $ 3,326 $ 3,968 $ 2,356(e) $ 4,938
======= ======= ======= ======= =======
Not Deducted from Asset
Accounts:
Insurance liabilities -
current . . . . . . . $16,986 $10,950 $11,502(e) $16,434
======= ======= ======= ======= =======
Insurance liabilities -
long term . . . . . . $19,743 $ 4,781 $12,534(e) $11,990
======= ======= ======= ======= =======
Other - current . . (k) $44,932 $16,932 $ 806(f) $29,537(e)
1,848(f)
318(d) $30,967(m)
======= ======= ======= ======= =======
Other - non-current.(l) $15,055 $ 5,500 $ 5,422(f) $ 3,325(e) $22,652
======= ======= ======= ======= =======

-65-

ROBERTSON-CECO CORPORATION SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS (Continued)
(Thousands)

YEAR ENDED DECEMBER 31, 1991
Deducted from Asset
Accounts:
Allowance for
Doubtful Accounts . . $ 4,282 $ 3,684 $ 89(a) $ 2,134(b)
2,334(c)
5(d) $ 3,582
======= ======= ======= ======= =======
Reserves for Discon-
tinued Operations . . $ 2,264 $ 4,000 $ 2,938(e) $ 3,326
======= ======= ======= ======= =======
Not Deducted from Asset
Accounts:
Insurance liabilities -
current . . . . . . . $12,555 $42,179 $37,748(e) $16,986
======= ======= ======= ======= =======
Insurance liabilities -
long term . . . . . . $24,563 $ 4,820(e) $19,743
======= ======= ======= ======= =======
Other - current . . . . $31,931 $44,606 $ 1,209(c)
20,105(e)
10,220(f)
72(d) $44,931
======= ======= ======= ======= =======
Other - non-current . . $ 7,190 $ 6,094 $ 1,771(f) $ - $15,055
======= ======= ======= ======= =======

<FN>
NOTES:

(a) Represents recovery of accounts receivable previously written off as
uncollectible.
(b) Accounts receivable written off as uncollectible.
(c) Transfer to net assets held for sale.
(d) Other adjustments.
(e) Represents charges to the accounts for their intended purposes.
(f) Represents transfer of reserves.
(g) Represents reserves of sold business.
(j) The reserves are included in the captions "Other Current Assets and Other
Non-Current Assets" in the Consolidated Balance Sheets.
(k) The reserves are included in the caption "Other Accrued Liabilities"
in the Consolidated Balance Sheets.
(l) The reserves are included in the caption "Reserves and Other Liabilities"
in the Consolidated Balance Sheets.
(m) The reserves include warranty and backcharge reserves, reserves for
restructuring, and job loss reserves of $1,895 and $1,574 at December 31,
1993 and 1992, respectively, included in the caption "Other Accrued
Liabilities" in the Consolidated Balance Sheets. See Notes to Consolidated
Financial Statements.
(n) Included in the income statement in the caption "Restructuring expense
(income)-net."

-66-

ROBERTSON-CECO CORPORATION SCHEDULE IX
SHORT-TERM BORROWINGS
(Thousands)

- - ---------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- - ---------------------------------------------------------------------------
MAXIMUM AVERAGE WEIGHTED
CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE
AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST
SHORT-TERM AT END OF INTEREST DURING THE DURING THE RATE DURING
BORROWINGS(a) PERIOD RATE PERIOD PERIOD (b) THE PERIOD(c)
- - ---------------------------------------------------------------------------

YEAR-ENDED
DECEMBER 31, 1993
Short-term
bank loans $ 1,054 13.07% $ 8,683 $ 5,533 13.01%
======= ====== ======= ======= ======

YEAR-ENDED
DECEMBER 31, 1992
Short-term
bank loans $ 8,024 8.77% $14,627 $11,582 15.93%
======= ====== ======= ======= ======

YEAR ENDED
DECEMBER 31, 1991
Short-term
bank loans $13,766 11.52% $24,056 $17,401 15.15%
======= ====== ======= ======= ======

<FN>
NOTES:

(a) The Company and its subsidiaries have various short-term borrowing
arrangements with foreign banks that include no material commitment
fees. These arrangements are generally reviewed annually with the
banks and adjusted as appropriate.

(b) The average amount of short-term borrowings outstanding represents
an average of borrowings prevailing at each month end. Short-term
borrowings of foreign subsidiaries are translated at current exchange
rates.

(c) The weighted average interest rate during the year was computed by
dividing the actual interest expense by average short-term debt
outstanding. Interest expense related to foreign subsidiary
borrowings is translated at average rates.

-67-

SCHEDULE X
ROBERTSON-CECO CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(Thousands)

- - ----------------------------------------------------------------------
COLUMN A COLUMN B
- - ----------------------------------------------------------------------
CHARGED TO COSTS AND EXPENSES
YEAR ENDED DECEMBER 31
ITEM 1993 1992 1991
- - ----------------------------------------------------------------------

Maintenance and repairs from
continuing operations . . . . . . . $3,146 $3,495 $9,504
====== ====== ======

NOTE - Other items have not been shown either because they have been included
in the Consolidated Financial Statements or because the individual
amounts do not exceed 1% of total revenues from continuing operations.

-68-

Report of Independent Accountants on
Financial Statement Schedules

To the Board of Directors
of Robertson-Ceco Corporation

Our audit of the consolidated financial statements referred to in our report
dated March 30, 1994 appearing on page 58 of the 1993 Annual Report on Form
10-K of Robertson-Ceco
Corporation also included an audit of the Financial Statement Schedules
which are as of
and for the year ended December 31, 1993 listed in Item 14(a) of this Form
10-K.
In our opinion, these Financial Statement Schedules present fairly, in
all material respects, the
information set forth therein when read in conjunction with the related
consolidated
financial statements.

/s/ Price Waterhouse

Price Waterhouse
Boston, Massachusetts
March 30, 1994

-69-

Exhibit Index

Exhibit Sequential No.
Description Page No.

3.1 Registrant's Second Restated Certificate of Incorporation,
effective July 23, 1993, filed as Exhibit 3 to Registrant's
report on Form 8-K dated July 14, 1993 (File No. 1-10659),
and incorporated herein by reference thereto . . .

3.2 Bylaws of Registrant, effective November 8, 1990, and as
Amended on November 12, 1991, August 27, 1992 and December
16, 1993 . . . . . . . . . 77

4.1 Registrant's Second Restated Certificate of Incorporation,
effective July 23, 1993 referred to in Exhibit 3.1 above .

4.2 Bylaws of Registrant, effective November 8, 1990, and as
Amended on November 12, 1991, August 27, 1992 and December
16, 1993 referred to in Exhibit 3.2 above . . . .

4.3 Indenture, dated December 9, 1986, by and between M C Co.
(a predecessor of Registrant) and Mellon Bank, N.A.
relating to Ceco Industries, Inc. 15.5% Discount
Subordinated Debentures Due 2000 filed as Exhibit 4(b) to
Ceco Industries, Inc.'s report on Form 10-K for the year
ended December 31, 1986 (File No. 33-10181), and
incorporated herein by reference thereto . . . .

4.4 First Supplemental Indenture, dated as of December 9, 1986
between M C Co. (a predecessor of Registrant) and Mellon
Bank, N.A. filed as Exhibit 4.5 to Registration Statement
of The Ceco Corporation on Form S-4, Registration No. 33-
37020, and incorporated herein by reference thereto . .

4.5 Second Supplemental Indenture, dated November 8, 1990,
between Registrant and Bank One, Columbus, N.A. (as
successor Trustee to Mellon Bank, N.A.) filed as Exhibit
4.6 to Registrant's report on Form 8-K dated as of November
8, 1990 (File No. 1-10659), and incorporated herein by
reference thereto . . . . . . . .

4.6 Third Supplemental Indenture, dated July 14, 1993, between
Registrant and Bank One, Columbus, N.A. (as successor
Trustee to Mellon Bank, N.A.) filed as Exhibit 2 to
Registrant's report on Form 8-K (File No. 1-10659) dated
July 14, 1993, and incorporated herein by reference thereto .

4.7 Amended and Restated Stockholders Agreement dated as of
July 12, 1990 by and among the principal stockholders of
Ceco Industries, Inc., H.H. Robertson Company and
Registrant (formerly known as The Ceco Corporation) filed
as Exhibit 4.2 to Registration Statement of The Ceco
Corporation on Form S-4, Registration Statement No. 33
-37020, and incorporated herein by reference thereto . .

4.8 Stock Purchase Agreement and related Registration Rights
Agreement dated as of June 8, 1990 by and among H.H.
Robertson Company, Ceco Industries, Inc. and Frontera S.A.
filed as Exhibit 10(a) to Ceco Industries, Inc.'s report on
Form 8-K (File No. 33-10181), dated as of June 5, 1990, and
incorporated herein by reference thereto . . . .

-70-

4.9 Agreement, dated as of June 8, 1990, by and among Frontera
S.A., First City Financial Corporation Ltd., Hornby
Trading Inc., Frill Trading Inc., the principal
stockholders of Ceco Industries, Inc. and H.H. Robertson
Company and related letter agreement dated as of June 8,
1990, among the principal stockholders of Ceco Industries,
Inc., and Frontera S.A. filed as Exhibit 28(b) to Ceco
Industries, Inc.'s report on Form 8-K (File No. 33-10181),
dated as of June 5, 1990, and incorporated herein by
reference thereto . . . . . . . .

4.10 Warrant Agreement, dated December 9, 1986, by and among
Registrant (formerly known as The Ceco Corporation), Ceco
Industries, Inc. (a predecessor of Registrant) and
Continental Illinois National Bank and Trust Company of
Chicago (now known as Continental Bank N.A.), filed as
Exhibit 4(c) to Ceco Industries, Inc.'s Form 10-K (File
No. 33-10181), for the year ended December 31, 1986, and
incorporated herein by reference thereto together with
Supplement to Warrant Agreement dated as of November 8,
1990 between Registrant and Continental Bank, N.A. filed
as Exhibit 4.6 to Registrant's report on Form SE (File
No. 1-10659), dated November 16, 1990, and incorporated
herein by reference thereto . . . . . .

4.11 Registration Rights Agreement, dated December 9, 1986, by
and among Registrant (formerly known as The Ceco
Corporation), Ceco Industries, Inc., and the Purchasers
listed on the Signature Pages of the Purchase Agreement
dated December 9, 1986, between the Ceco Corporation, Ceco
Industries, Inc., and the Purchasers of the Subordinated
Notes of The Ceco Corporation and the Warrants of Ceco
Industries, Inc. filed as Exhibit 4(d) to Ceco Industries,
Inc.'s Form 10-K (File No. 33-10181), for the year ended
December 31, 1986, and incorporated herein by reference
thereto . . . . . . . . .

4.12 Registration Rights Agreement dated May 17, 1993 by and
among the Registrant and Sage RHH filed as Exhibit 10.27
to the Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated
herein by reference thereto . . . . . .

4.13 Registration Rights Agreement dated November 23, 1993 by
and among the Registrant and Foothill Capital Corporation . 92

4.14 Registration Rights Agreement dated December 14, 1993 by
and among the Registrant and Heico Acquisitions, Inc. . . 102

4.15 Indenture dated as of July 14, 1993 among the Registrant
and IBJ Schroder Bank and Trust Company, Trustee, relating
to the Registrant's 10-12% Senior Subordinated Notes due
1999 together with specimen certificate therefor filed as
Exhibit 1 to the Registrant's report on Form 8-K (File No.
1-10659), dated July 14, 1993, and incorporated herein by
reference thereto . . . . . . . .

-71-

4.16 Specimen certificate for Common Stock, par value $.01 per
share, of Registrant filed as Exhibit 4.9 to the
Registration Statement of The Ceco Corporation on Form S-4,
Registration No. 33-37020, and incorporated herein by
reference thereto . . . . . . . .

10.1 Borrower Security Agreement dated as of November 8, 1990 by
Registrant in favor of Wells Fargo Bank, N.A., as Agent,
filed as Exhibit 10.6 to Registrant's report on Form 10-K
for the year ended December 31, 1990 (File No. 1-10659),
and incorporated herein by reference thereto . . .

10.2 Subsidiary Security Agreement dated as of November 8, 1990
among Ceco Dallas Co., Ceco Houston Co., Ceco San Antonio
Co., M C Durham Co., M C Wathena Co., M C Windsor Co.,
Meyerland Co., R.P.M. Erectors, Inc. and Quantum
Constructors, Inc. in favor of Wells Fargo Bank, N.A., as
Agent, filed as Exhibit 10.7 to Registrant's report on Form
10-K for the year ended December 31, 1990 (File No. 1-
10659), and incorporated herein by reference thereto . .

10.3 Subsidiary Guarantee dated as of November 8, 1990 among
Ceco Dallas Co., Ceco Houston Co., Ceco San Antonio Co.,
M C Durham Co., M C Wathena Co., M C Windsor Co., Meyerland
Co., R.P.M. Erectors and Quantum Constructors, Inc. in
favor of Wells Fargo Bank, N.A. as Agent, filed as Exhibit
10.8 to Registrant's report on Form 10-K for the year ended
December 31, 1990 (File No. 1-10659), and incorporated
herein by reference thereto . . . . . .

10.4 Underwriting and Continuing Indemnity Agreement dated
November 8, 1990 among the Registrant, R.P.M. Erectors,
Inc., Quantum Constructors, Inc., H.H. Robertson (U.K.)
Limited and Reliance Insurance Company, United Pacific
Insurance Company and Planet Insurance Company, filed as
Exhibit 10.20 to Registrant's report on Form 10-K for the
year ended December 31, 1990 (File No. 1-10659), and
incorporated herein by reference thereto . . . .

10.5 Intercreditor Agreement dated as of November 8, 1990
between Wells Fargo Bank, N.A., as Agent and Reliance
Insurance Company, filed as Exhibit 10.19 to Registrant's
report on Form 10-K for the year ended December 31, 1990
(File No. 1-10659), and incorporated herein by reference
thereto . . . . . . . . .

10.6 1976 Option Plan of H.H. Robertson Company (a predecessor
of Registrant), as adopted and approved by H.H. Robertson
Company's shareholders on May 2, 1978 and on May 6, 1980
and as further amended by H.H. Robertson Company's Board
of Directors on August 11, 1981, February 9, 1982 and
September 14, 1982, filed as Exhibit 10.5 to the report of
H.H. Robertson Company on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-5697), and incorporated
herein by reference thereto . . . . . .

10.7 1986 Stock Option Plan of H.H. Robertson Company (a
predecessor of Registrant), as adopted and approved by H.H.
Robertson Company's shareholders on May 6, 1986, as amended
by H.H. Robertson Company's Board of Directors on March 24,
1987 and as further amended by H.H. Robertson Company's
Board of Directors on February 22, 1989, filed as Exhibit
19 to the report of H.H. Robertson Company on Form 10-Q of

-72-

H.H. Robertson Company for the quarter ended September
30,1989, (File No. 1-5697), and incorporated herein by
reference thereto . . . . . . . .

10.8 Text of Executive Separation Plan of H.H. Robertson Company
(a predecessor of Registrant) effective May 1, 1989, filed
as Exhibit 19 to H.H. Robertson Company's report on Form
10-Q for the quarter ended June 30, 1989 (File No. 1-5697),
and incorporated herein by reference thereto . . .

10.9 Agreement and Purchase of Sale of Assets by and between
United Dominion Industries, Inc., and Robertson-Ceco
Corporation dated December 20, 1991, with letter amendment
dated January 24, 1992, filed as Exhibit 2.1 to Registrant's
report on Form 8-K dated as of February 3, 1992 (File No.
1-10659), and incorporated herein by reference thereto .

10.10 Loan and Security Agreement dated as of April 12, 1993
between the Registrant and Foothill Capital Corporation,
filed as Exhibit 10.15 to the Registrant's Registration
Statement on Form S-4, Registration Statement No. 33-58818,
and incorporated herein by reference thereto . . .

10.11 Amendment No. 1 to Loan and Security Agreement dated April
30, 1993 between the Registrant and Foothill Capital
Corporation, filed as Exhibit 10.16 to Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto .

10.12 Consulting and Services Agreement dated as of September 15,
1992 between Registrant and Sage Capital Corporation, filed
as Exhibit 10.17 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 (File No. 1-
10659), and incorporated herein by reference thereto . .

10.13 Amended and Restated Consulting and Services Agreement
dated as of July 15, 1993 between Registrant and Sage
Capital Corporation . . . . . . . 113

10.14 Continuing Guaranty dated as of April 30, 1993 between M C
Durham Co. & Foothill Capital Corporation, filed as Exhibit
10.19 to the Registrant's Registration Statement on Form
S-4, Registration Statement No. 33-58818, and incorporated
herein by reference thereto. . . . . . .

10.15 Continuing Guaranty dated as of April 30, 1993 between
Ceco-San Antonio Co. and Foothill Capital Corporation,
filed as Exhibit 10.20 to the Registrant's Registration
Statement on Form S-4, Registration Statement No. 33-58818,
and incorporated herein by reference thereto . . .

10.16 Continuing Guaranty dated as of April 30, 1993 between
Meyerland Co. and Foothill Capital Corporation, filed as
Exhibit 10.21 to the Registrant's Registration Statement
on Form S-4, Registration Statement No. 33-58818, and
incorporated herein by reference thereto . . . .

-73-

10.17 Security Agreement - Stock Pledge (Domestic Subsidiaries)
dated as of April 30, 1993 between the Registrant and
Foothill Capital Corporation, filed as Exhibit 10.22 to
the Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated
herein by reference thereto . . . . . .

10.18 Security Agreement - Stock Pledge (Foreign Subsidiaries)
dated as of April 30, 1993 between the Registrant and
Foothill Capital Corporation, filed as Exhibit 10.23 to
the Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated
herein by reference thereto . . . . . .

10.19 Intercreditor Agreement dated as of April 30, 1993 among
the Registrant, Foothill Capital Corporation and Wells
Fargo Bank, N.A., filed as Exhibit 10.24 to the Registrant's
Registration Statement on Form S-4, Registration Statement
No. 33-58818, and incorporated herein by reference thereto .

10.20 Intercreditor Agreement dated as of April 30, 1993 among
Foothill Capital Corporation, Reliance Insurance Co.,
United Pacific Insurance Company, Planet Insurance Company
and the Registrant, filed as Exhibit 10.25 to the
Registrant's Registration Statement on Form S-4,
Registration Statement No. 33-58818, and incorporated herein
by reference thereto . . . . . . .

10.21 Asset Purchase and Stock Subscription Agreement among Heico
Acquisitions, Inc., Registrant and Robertson Espanola, S.A.
dated December 2, 1993, filed as Exhibit 28 to Registrant's
report on Form 8-K dated December 14, 1993 (File No.
1-10659), and incorporated herein by reference thereto . .

10.22 Employment Agreement between Registrant and Denis N.
Maiorani dated July 15, 1993 . . . . . . 115

10.23 Employment Agreement between Registrant and Andrew G. C.
Sage, II dated July 15, 1993 . . . . . . 122

10.24 Agreement Regarding Debtor in Possession Financing and Use
of Cash Collateral dated as of April 30, 1993 among the
Registrant, Foothill Capital Corporation and Wells Fargo
Bank, N.A., filed as Exhibit 10.28 to Registrant's report
on Form 8-K dated December 14, 1993 (File No. 1-10659), and
incorporated herein by reference thereto . . . .

10.25 Letter of Credit by and among Registrant, Wells Fargo Bank,
N.A. and Foothill Capital Corporation dated as of April 30,
1993, filed as Exhibit 10.29 to Registrant's report on Form
8-K dated December 14, 1993 (File No. 1-10659), and
incorporated herein by reference thereto . . . .

10.26 Amended and Restated 1991 Long Term Incentive Plan, filed
as Exhibit 4.1 to Registrant's Form S-8 Registration
Statement No. 33-51665 dated December 22, 1993, and
incorporated herein by reference thereto . . . .

10.27 Agreement by and among Registrant, Capella Investments
Limited and H. H. Robertson (U.K.) Limited dated November
9, 1993, filed as Exhibit 2.1 to the Registrant's report on
Form 8-K dated November 22, 1993, and incorporated herein
by reference thereto. . . . . . . .

-74-

10.28 Indenture, dated December 9, 1986, by and between M C Co.
(a predecessor of Registrant) and Mellon Bank, N.A.
relating to Ceco Industries, Inc. 15.5% Discount
Subordinated Debentures Due 2000 referred to in Exhibit 4.3
above . . . . . . . . . .

10.29 First Supplemental Indenture, dated as of December 9, 1986
between M C Co. (a predecessor Registrant) and Mellon Bank,
N.A. referred to in Exhibit 4.4 above . . . .

10.30 Second Supplemental Indenture, dated November 8, 1990,
between Registrant and Bank One, Columbus, N.A. (as
successor Trustee to Mellon Bank, N.A.) referred to in
Exhibit 4.5 above . . . . . . . .

10.31 Third Supplemental Indenture, dated July 14, 1993, between
Registrant and Bank One, Columbus, N.A. (as successor
Trustee to Mellon Bank, N.A.) referred to in Exhibit 4.6
above . . . . . . . . . .

10.32 Amended and Restated Stockholders Agreement dated as of
July 12, 1990 by and among the principal stockholders of
Ceco Industries, Inc., H.H. Robertson Company and Registrant
(formerly known as The Ceco Corporation) referred to in
Exhibit 4.7 above . . . . . . . .

10.33 Stock Purchase Agreement and related Registration Rights
Agreement dated as of June 8, 1990 by and among H.H.
Robertson Company, Ceco Industries, Inc. and Frontera S.A.
referred to in Exhibit 4.8 above . . . . .

10.34 Agreement, dated as of June 8, 1990, by and among Frontera
S.A., First City Financial Corporation Ltd., Hornby Trading
Inc., Frill Trading Inc., the principal stockholders of
Ceco Industries, Inc. and H.H. Robertson Company and
related letter agreement dated as of June 8, 1990, among
the principal stockholders of Ceco Industries, Inc., and
Frontera S.A. referred to in Exhibit 4.9 above . . .

10.35 Warrant Agreement, dated December 9, 1986, by and among
Registrant (formerly known as The Ceco Corporation), Ceco
Industries, Inc. (a predecessor of Registrant) and
Continental Illinois National Bank and Trust Company of
Chicago (now known as Continental Bank N.A.) referred to in
Exhibit 4.10 above . . . . . . .

10.36 Supplement dated as of November 8, 1990 to Warrant
Agreement referred to in Item 4.5 above between Registrant
and Continental Bank, N.A. referred to in Exhibit 4.10
above . . . . . . . . . .

10.37 Registration Rights Agreement, dated December 9, 1986, by
and among Registrant (formerly known as The Ceco
Corporation), Ceco Industries, Inc., and the Purchasers
listed on the Signature Pages of the Purchase Agreement
dated December 9, 1986, between the Ceco Corporation,
Ceco Industries, Inc., and the Purchasers of the Subordinated
Notes of The Ceco Corporation and the Warrants of Ceco
Industries, Inc. referred to in Exhibit 4.11 above . .

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10.38 Registration Rights Agreement dated May 17, 1993 by and
among the Registrant and Sage RHH referred to in Exhibit
4.12 above . . . . . . . . .

10.39 Registration Rights Agreement dated November 23, 1993 by
and among the Registrant and Foothill Capital Corporation
referred to in Exhibit 4.13 above . . . . .

10.40 Registration Rights Agreement dated December 14, 1993 by
and among the Registrant and Heico Acquisitions, Inc.
referred to in Exhibit 4.14 above . . . . .

10.41 Indenture dated as of July 14, 1993 among the Registrant and
IBJ Schroder Bank and Trust Company, Trustee, relating to
the Registrant's 10-12% Senior Subordinated Notes due 1999
together with specimen certificate therefor referred to in
Exhibit 4.15 above . . . . . . .

10.42 Specimen certificate for Common Stock, par value $.01 per
share, of Registrant referred to in Exhibit 4.16 above .

11 Statement re Computation of Earnings (Loss) Per Common
Share . . . . . . . . . . 129

16 Letter dated September 20, 1993 from Deloitte & Touche to
the Securities and Exchange Commission filed as Exhibit 16
to Registrant's report on Form 8-K dated September 14, 1993
(File No. 1-10659), and incorporated herein by reference
thereto . . . . . . . . .

21 List of subsidiaries of Registrant . . . . . 131

23.1 Consent of Deloitte & Touche . . . . . . 132

23.2 Consent of Price Waterhouse . . . . . . 133

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