August 7, 1997 Second Quarter Report To Shareholders

Sales for the six months to June 30, 1997 were $321.7 million, an increase of 46.6% over the $219.4 million achieved in the comparable period of last year while second quarter sales, at $166.9 million, were 46.5% ahead of last year. Results this year include the sales of the Interlake Packaging businesses which were acquired effective September 30, 1996.

Earnings for the first half of 1997 were $15.9 million or $0.92 per share, an improvement of 23.8% over the $12.8 million or $0.74 per share earned last year. For the second quarter, earnings were $8.7 million or $0.50 per share which represents an increase of 23.9% over the $7.0 million or $0.40 per share achieved in the comparable period of last year. This increase was achieved despite increased interest, depreciation and amortization charges resulting from major acquisition activity.

Operating profits at the Strapping Group during the second quarter were substantially ahead of last year aided by the contribution from the Interlake Packaging Divisions. These results were achieved despite losses at the new polyester manufacturing facility based in Fort Mill, South Carolina which is ramping up its sales to further penetrate the polyester strapping market. These losses negatively impacted earnings in the quarter by $0.04 per share.

The Steel Pickling Group and the Steel Fab Division also turned in strong performances during the quarter offsetting lower earnings at the Roll Form Group where results were affected by a change in product mix at the CMRM Division. Earnings at the Associated Tube Industries and Unalloy-IWRC Divisions reflected an improvement over the first quarter despite a market place that remains highly competitive.

The outlook for the balance of the year continues to be positive.

On April 28, 1997, the Company raised $100 million (U.S.) by means of a privately-placed term loan in the U.S. market place. The proceeds were used to replace the bridging loan obtained to finance the acquisition of the Interlake businesses. The term loan is for a period of eight years and bears interest at 6.99% per annum.

Mark C. Samuel

President

August 7, 1997

CONSOLIDATED FINANCIAL SUMMARY
Six Months Ended June 30, 1997 (unaudited)
(thousands of dollars except per share amounts)

Consolidated Statement of Earnings	2ND QUARTER			SIX MONTHS
	1997	1996		1997	1996
Net Sales	$166,851	$113,864		$321,653	$219,420
Costs (Income) and Expenses:
Cost of sales, selling and administration	144,659	99,023		218,330	191,985
Depreciation and amortization	5,637	3,025		10,954	5,914
Interest on long-term debt	2,755	407		4,917	839
Interest on short-term debt	117	230		198	621
Interest income	(2)	(79)		(52)	(187)
	153,166	102,606		297,347	199,172
Earnings Before Income Taxes	13,685	11,258		24,306	20,248
Provision for Income Taxes	5,000	4,250		8,400	7,400
Net Earnings	$ 8,685	$ 7,008		$15,906	$12,848
Earnings per Share	$ 0.50	$ 0.40		$0.92	$0.74
Consolidated Statement of Changes in Financial Position				1997	1996
Cash Provided by (Used in):
Operating Activities:
Net Earnings				$15,906	$12,848
Items not involving cash:
Depreciation and amortization				10,954	5,914
Deferred income taxes				300	340
				27,160	19,102
Change in non-cash operating working capital:
Accounts receivable				(16,752)	(6,613)
Inventories				(15,110)	(1,056)
Prepaids and sundry				2,968	(1,761)
Accounts payable and accrued liabilities				7,781	6,755
Income taxes payable				(473)	(2,034)
				3,574	16,505
Investing Activities:
Proceeds on sale of fixed assets				148	543
Purchase of fixed assets				(12,272)	(6,597)
Deferred pension costs				102
Cumulative translation adjustment				3,588	(16)
Business acquisitions					(8,901)
				(8,434)	(14,971)
Financing Activities:
Purchase of common shares				(23)
Decrease in long-term debt, net				(8,305)	(2,390)
Decrease in post-retirement benefits other than pensions				(99)
				(8,427)	(2,390)
Dividends Paid on Common Shares				(2,767)	(2,767)
Decrease in cash during the period				(16,054)	(3,623)
Cash and Cash Equivalents,  Beginning of Period				5,098	326
Cash and Cash Equivalents,  End of Period				$(10,956)	$(3,297)

Cash and cash equivalents is comprised of cash less bank indebtedness.

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