February 27, 2002 Fourth Quarter Report To Shareholders 2001

Sales for the year to December 31, 2001 were $720.8 million, a decrease of $85.7 million or 10.6% from the $806.5 million achieved in 2000, while fourth quarter sales, at $161.7 million were $25.5 million or 13.6% lower than last year.

Sales of the Packaging segment in the fourth quarter were $82.5 which reflects a decrease of 10.6% from last year's $92.3 million with weakness noted in all geographic areas. Metal Processing sales, at $59.1 million, were down 19.8% in the quarter primarily due to lower sales of roll formed products. Distribution sales for the quarter, at $20.1 million, were down 5.3% with higher sales at the Canadian unit partially offsetting a decline in the U.S.

Loss before goodwill amortization but after the loss on sale of the European business was $4.4 million or $0.13 per share which represents a decrease of $24.5 million or 121.9% from the $20.1 million or $0.59 per share earned last year. The loss on the sale of the European business of $20.4 million after tax, negatively impacted earnings in 2001 by $0.62 per share. Net loss for the year was $6.1 million or $0.18 per share which reflects a decrease of 133.5% from the $18.2 million or $0.53 per share earned last year. For the fourth quarter, the Company incurred a loss before goodwill amortization but after the loss on the sale of the European business of $17.6 million or $0.53 per share compared to a loss last year of $6.0 million or $0.17 per share. The net loss for the fourth quarter was $18.0 million or $0.54 per share compared to a net loss last year of $6.4 million or $0.19 per share.

For the fourth quarter, the Packaging segment had operating profits of $3.3 million compared to $0.4 million last year with the Canadian and U.S. units reflecting higher earnings while the U.K. unit operated at a loss. Due to the deteriorating profitability at the U.K. unit and the economic conditions in the European market, senior management undertook a detailed review of this operation and concluded that its contribution to the Company's overall strategic and financial goals had become less certain. As a result, this unit was sold effective November 21, 2001 resulting in a loss on the sale of $25.1 million (after tax $20.4 million).

Operating profits of the Metal Processing segment in the fourth quarter were $5.9 million which reflects a decrease of $3.8 million or 39.2% from last year's $9.7 million. Reduced profits from roll forming was the main reason for the decrease.

The Distribution segment incurred a loss of $2.1 million in the quarter compared to a profit of $0.1 million last year due to the soft market conditions in both Canada and the U.S. These conditions have led to a significant downsizing at both units in order to lower overall operating costs.

Provided economic conditions improve as expected in the second half of 2002, the Company expects that earnings will be higher next year.

Further details on the results for the year will be included in the annual report to be mailed to all shareholders in late March 2002.

Mark C. Samuel
President and CEO
February 2002

Twelve Months ended December 31, 2001 (unaudited) and 2000 (audited)
(in thousands of dollars except per share amounts)

	4TH QUARTER		TWELVE MONTHS
	2001	2000		2001	2000
NET SALES	$  161,665	$  187,195		$  720,817	$  806,482
COSTS (INCOME) AND EXPENSES:
Cost of sales, selling & administration	148,863	170,625		659,385	724,654
Depreciation and amortization	6,877	7,130		27,509	26,992
Interest on long-term debt	2,644	3,124		11,739	11,908
Interest on short-term debt	--	369		670	1,476
Interest income	(18)	(83)		(142)	(342)
	158,366	181,165		699,161	764,688
EARNINGS BEFORE LOSS ON SALE OF EUROPEAN BUSINESS (2001), RESTRUCTURING CHARGE (2000), INCOME TAXES,  AND GOODWILL AMORTIZATION	3,299	6,030		21,656	41,794
LOSS ON SALE OF EUROPEAN BUSINESS	25,102	--		25,102	--
RESTRUCTURING CHARGE	--	18,586		--	18,586
(LOSS) EARNINGS BEFORE INCOME TAXES AND GOODWILL AMORTIZATION	(21,803)	(12,556)		(3,446)	23,208
INCOME TAXES:
Current	5,388	935		9,342	10,822
Future	(9,604)	(7,535)		(8,355)	(7,672)
	(4,216)	(6,600)		987	3,150
(LOSS) EARNINGS BEFORE GOODWILL AMORTIZATION	(17,587)	(5,956)		(4,433)	20,058
GOODWILL AMORTIZATION, net of income taxes	426	454		1,631	1,883
NET (LOSS) EARNINGS	$    (18,013)	$    (6,410)		$   (6,064)	$    18,175
BASIC AND DILUTED (LOSS) EARNINGS PER SHARE BEFORE GOODWILL AMORTIZATION	$        (0.53)	$      (0.17)		$       (0.13)	$        0.59
BASIC AND DILUTED NET (LOSS) EARNINGS PER SHARE	$        (0.54)	$      (0.19)		$       (0.18)	$        0.53

See accompanying notes to consolidated financial statements.

Twelve Months ended December 31, 2001 (unaudited) and 2000 (audited)
(in thousands of dollars)

	4TH QUARTER		TWELVE MONTHS
NET SALES	2001	2000		2001	2000
Packaging	$     82,467	$     92,302		$   367,936	$   404,762
Metal Processing	59,096	73,664		259,702	302,734
Distribution	20,102	21,229		93,179	98,986
Consolidated	$   161,665	$   187,195		$   720,817	$   806,482

	4TH QUARTER		TWELVE MONTHS
(LOSS) EARNINGS BEFORE INTEREST, INCOME TAXES AND GOODWILL AMORTIZATION	2001	2000		2001	2000
Packaging	$        3,325	$        397		$    15,113	$    14,110
Metal Processing	5,871	9,657		26,692	41,638
Distribution	(2,060)	49		(2,677)	2,903
Corporate	(1,211)	(663)		(5,205)	(3,815)
Loss on sale of European Business	(25,102)	--		(25,102)	--
Restructuring Charge	--	(18,586)		--	(18,586)
(Loss) earnings before interest, income taxes and goodwill amortization	$     (19,177)	$     (9,146)		$    8,821	$    36,250
Interest on long-term debt	2,644	3,124		11,739	11,908
Interest on short-term debt	--	369		670	1,476
Interest Income	(18)	(83)		(142)	(342)
(Loss) earnings before income taxes and goodwill amortization	$     (21,803)	$     (12,556)		$    (3,446)	$    23,208

See accompanying notes to consolidated financial statements.

December 31, 2001 (unaudited) and 2000 (audited)
(in thousands of dollars)

	Dec. 31, 2001	Dec. 31, 2000
ASSETS
CURRENT ASSETS:
Cash and short-term deposits	$       15,877	$       7,009
Accounts receivable	85,755	114,405
Inventories	123,906	160,914
Prepaid expenses and sundry	3,318	3,607
Income taxes receivable	--	555
Future income taxes	7,966	9,343
	236,822	295,833
FIXED ASSETS	197,831	201,741
FUTURE INCOME TAXES	13,230	10,617
DEFERRED PENSION COSTS	306	4,372
INTANGIBLE ASSETS, net of amortization	34,309	42,535
	$   482,498	$   555,098
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank indebtedness	$     11,673	$     36,722
Accounts payable and accrued liabilities	66,642	86,329
Dividends payable	984	1,673
Income taxes payable	5,698	--
Current portion of long-term debt	12,742	11,996
	97,739	136,720
LONG-TERM DEBT	152,086	166,984
POST-RETIREMENT BENEFITS OTHER THAN PENSIONS	3,459	3,751
FUTURE INCOME TAXES	18,007	25,834
	271,291	333,289
SHAREHOLDERS' EQUITY:
Capital stock	26,343	26,951
Retained earnings	175,244	189,552
Cumulative translation adjustment	9,620	5,306
	211,207	221,809
	$   482,498	$   555,098

See accompanying notes to consolidated financial statements.

Twelve Months ended December 31, 2001 (unaudited) and 2000 (audited)
(in thousands of dollars)

	2001	2000
RETAINED EARNINGS, BEGINNING OF PERIOD	$   189,552	$    193,957
CHANGE IN ACCOUNTING POLICY FOR INCOME TAXES	--	(10,004)
NET (LOSS) EARNINGS	(6,064)	18,175
DIVIDENDS PAID ON COMMON SHARES	(4,604)	(6,795)
SHARES PURCHASED AND CANCELLED	(3,640)	(5,781)
RETAINED EARNINGS, END OF PERIOD	$   175,244	$    189,552

See accompanying notes to consolidated financial statements.

Twelve Months ended December 31, 2001 (unaudited) and 2000 (audited)
(in thousands of dollars)

	4TH QUARTER		TWELVE MONTHS
	2001	2000	2001	2000
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net (loss) earnings	$     (18,013)	$     (6,410)	$      (6,064)	$      18,175
Items not involving cash:
Depreciation and amortization	6,877	7,130	27,509	26,992
Goodwill amortization	512	604	1,970	2,383
Loss on sale of European business, net of income taxes	20,400	--	20,400	--
Loss (gain) on disposal of fixed assets	38	(595)	93	(312)
Restructuring charge, net of income taxes	--	11,186	--	11,186
Future income taxes	(4,902)	(457)	(3,653)	(594)
Increase in deferred pension costs	(106)	(2)	(230)	(257)
Decrease in post-retirement benefits other than pensions	(148)	(108)	(477)	(431)
	4,658	11,348	39,548	57,142
Change in non-cash operating working capital:
Decrease in accounts receivable	16,396	14,923	17,363	4,861
Decrease (increase) in inventories	2,323	(6,417)	26,240	(15,840)
Decrease (increase) in prepaid expenses and sundry	(669)	1,075	(193)	939
Decrease in accounts payable and accrued liabilities	(3,492)	(16,559)	(11,712)	(11,223)
Increase (decrease) in income taxes payable	8,240	(568)	5,529	(2,034)
	27,456	3,802	76,775	33,845
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Proceeds on sale of fixed assets	126	332	259	1,656
Purchase of fixed assets and intangible assets	(4,305)	(9,166)	(30,657)	(26,730)
Proceeds on sale of European business	22,747	--	22,747	--
Business acquisitions	--	--	(2,701)	(27,056)
	18,568	(8,834)	(10,352)	(52,130)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Purchase of common shares	(67)	(3,693)	(4,248)	(6,712)
Increase in long-term debt	3,892	8,732	26,023	25,868
Repayment of long term debt	(35,265)	(130)	(50,390)	(14,487)
Dividends paid on common shares	(976)	(1,666)	(4,604)	(6,795)
	(32,416)	3,243	(33,219)	(2,126)
EFFECT OF EXCHANGE RATE CHANGES ON CASH POSITION	643	602	713	223
INCREASE (DECREASE) IN CASH POSITION	14,251	(1,187)	33,917	(20,188)
CASH POSITION, BEGINNING OF PERIOD	(10,047)	(28,526)	(29,713)	(9,525)
CASH POSITION, END OF PERIOD	$    4,204	$    (29,713)	$    4,204	$    (29,713)

Cash position is comprised of cash and short-term deposits, with maturities at the date of purchase of three months or less, less bank indebtedness.

See accompanying notes to consolidated financial statements.

Twelve Months ended December 31, 2001 (unaudited) and 2000 (audited) 
(in thousands of dollars)

1. SIGNIFICANT ACCOUNTING POLICIES:

The unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada. These financial statements should be read in conjunction with the Company's audited annual financial statements for the year ended December 31, 2001. Effective January 1, 2001 the Company adopted the new recommendations of the CICA with respect to the calculation of earnings per share. The adoption of these recommendations had no effect on basic earnings per share, and the assumed exercise of outstanding stock options would not have a dilutive effect. All other accounting policies and methods of their application used in the interim financial statements are consistent with the Company's annual financial statements.

2. COMMON STOCK:

	Dec. 31, 2001	Dec. 31, 2000
Number of common shares outstanding	32,548,745	33,300,940
Number of options outstanding	691,000	671,000

3. BUSINESS ACQUISITION:

Effective March 12, 2001, the Company acquired the net assets and business of Pearce Industries Ltd. and Surrey Wire Rope Ltd. This acquisition has been accounted for under the purchase method of accounting and the results of operations since the acquisition have been included in the consolidated statement of earnings. Details of the consideration given and the fair value of net assets acquired are as follows:

Cash consideration	$2,701
Net assets acquired, at fair values:
Inventories	$2,369
Prepaid expenses	4
Fixed assets	412
Accounts payable	(84)
Net assets acquired	$2,701

4. SALE OF EUROPEAN BUSINESS: 

Effective November 21, 2001, the Company sold the shares of its wholly-owned subsidiary, Samuel Strapping Systems (U.K.) Limited, for net proceeds of $22,747 resulting in a net loss on sale of $20,400 as follows:

Loss on sale of European business	25,102
Reversal of future tax liability	(4,702)
Net loss on sale of European business	20,400

Included in accounts receivable are $2,300 of the net proceeds to be received in April 2002.

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