DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 3)

Filed by the Registrant [X] Filed by a Party other than the
Registrant [  ]

Check the appropriate box:
[  ] Preliminary Proxy Statement
[  ] Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[  ] Definitive Additional Materials
[  ] Soliciting Material Pursuant to 240.14a-12

THE COEUR d'ALENES COMPANY
(Name of Registrant as Specified In Its Charter)

________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X] No fee required.
[  ] Fee computed on table below per Exchange Act Rules 14a-
     6(I)(1) and 0-11.
1) Title of each class of securities to which Transaction
applies:
_________________________________________________

2) Aggregate number of securities to which Transaction
applies:
_________________________________________________

3) Per unit price or other underlying value of Transaction
computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated
And state how it was determined):
_________________________________________________

4) Proposed maximum aggregate value of Transaction:
__________________________________________________

5) Total fee paid:
__________________________________________________


[  ]  Fee previously paid with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by
      Exchange Act Rule 0-11(a)(2) and
      identify the filing for which the offsetting fee was paid
      previously.  Identify the previous filing
      by registration statement number, or the Form or Schedule
      and the date of its filing.

1) Amount Previously Paid  ______________
2) Form, Schedule or Registration Statement No.:
______________________
3) Filing Party
__________________________________________________
4) Date Filed: ______________________________





THE COEUR d'ALENES COMPANY
3900 E Broadway
Spokane, WA 99202
(509) 924-6363

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME:  November 18, 2002, 1:30 P.M. Pacific Standard Time.

PLACE:  3900 E. Broadway, Spokane, WA  99202

MAILING ADDRESS:  P O Box 2610,  Spokane, WA 99220-2610

Proxies, Solicitation and Voting

This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of proxies in the
accompanying form to be used at the Annual Meeting of
Shareholders on November 18, 2002.  It was mailed to shareholders
on or about October 18, 2002.  Properly executed and dated
proxies received will be voted in accordance with instructions
thereon.  If no instructions are given with respect to the
matters to be acted upon, the shares represented by the proxy
will be voted for the proposal to amend the Company's articles of
incorporation to effect a reverse stock split followed by a
forward stock split of the Company's common stock, for the
election of the nominees for Directors designated below, for the
approval of the appointment of BDO Seidman as the independent
certified public accountants of The Coeur d'Alenes Company
("Cd'A" or the "Company") and, as to any other business that
comes before the meeting, in the manner deemed in the best
interests of the Company by the persons named in the proxy.

Shareholders may vote in person or by proxy.  A shareholder
giving a proxy may revoke it at any time before it is exercised
by filing with the Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date.  A
proxy may also be revoked by attending the Annual Meeting of
Shareholders and voting in person.  Attendance at the Annual
Meeting of Shareholders will not in and of itself constitute the
revocation of a proxy.  As of the record date, September 24, 2002,
the Company had outstanding and entitled to vote 5,335,530 shares
of Common Stock, each of which is entitled to one vote on each matter
to be voted on at the meeting.  The Articles of Incorporation of the
Company state that shareholders are not entitled to exercise
cumulative voting rights for the election of Directors.


PROPOSAL NO. 1

AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT FOLLOWED BY A FORWARD
STOCK SPLIT OF THE COMPANY'S COMMON STOCK

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR FAIRNESS OF
THE TRANSACTION OR THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN
THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

SPECIAL FACTORS

As presented in Proposal No. 1, the Board of Directors has
authorized and unanimously recommends that the Shareholders
approve a reverse 1 for 1,000 stock split followed immediately by
a forward 1,000 to 1 stock split of the Company's common stock.
A summary of the terms of the Transaction is as follows:

* The purpose of the Transaction is to cash out
Shareholders holding less than one thousand (1,000)
shares of common stock in a record or nominee account at
6:01 p.m. on November 28, 2002 (the "Effective Time");
the Transaction is being undertaken at this time in order
to provide small, unaffiliated shareholders with an
economic means of liquidating their shares, as well as
reducing the Company's expense of compliance with federal
securities laws, (For additional information, see
discussion in the section entitled "Reasons for
Transaction", page 14);

* The ratio for the reverse split is one (1) share for
every one thousand (1,000) shares beneficially owned at
the Effective Time; (For additional information, see
discussion in section entitled "Structure of the
Transaction on page 15);

* Shareholders who are cashed out will receive $0.25 for
each share beneficially owned the moment before the
Effective Time; the Directors considered the following
factors in determining that the purchase price is fair:
1 it is higher than the current trading price;

2 it is higher than liquidation value;

3 it allows cashed out shareholders to sell their shares
without cost;

4 it allows cashed out shareholders to sell their shares
now without the continuing risks associated with the
soft economy;

* Stock is available for purchase on the open market at
$0.24 according to the most recent over the counter
listing but the stock is not trading.  Company stock, in
transactions for which management is privy to the
details, has traditionally traded at one half of book
value or less both before and since the Company has been
listed on the Bulletin Board.  (For additional
information, see discussion in section entitled "Affect
of the Transaction on Company Shareholders" at page 18);

* The Transaction must be approved by a majority of the
shares of common stock including shares owned by
Shareholders who are affiliated with the Company as
officers, Directors or employees;

* If the Transaction is approved and if the number of
shareholders drops below three hundred, then the Company
intends to file a certification of termination of
registration of its common stock with the Securities and
Exchange Commission and the Company will cease to be a
reporting company; Officers, Directors and holders of 10%
or more of the outstanding shares of common stock also
will not be subject to other provisions of federal
securities law.  (For additional information, see section
entitled "Effect on Shareholders" at page 13 and
"Affect of the Transaction on Company" page 20);

* The Transaction, if approved, will not have any material
effect upon Shareholders beneficially owning one thousand
(1,000) or more shares of the Company's common stock; the
Directors determined on January 28, 2002 that $0.25 per
share was a fair purchase price.  (For additional
information, see section entitled "Effect on
Shareholders at page 18).

* If the Transaction is approved, small Shareholders
(thereafter referred to as Cashed-Out Shareholders) will
have dissenter appraisal rights under Idaho law; a
Cashed-Out Shareholder, however, must have sent a notice
to the Company prior to the meeting and not voted for the
Transaction.  (For additional information, see section
entitled "Dissenter's Appraisal Rights" on page 24).

The purpose of the Transaction is to eliminate the cost
associated with administering a large number of shareholder
accounts with fewer than 1,000 shares.  All shareholders have
received very little benefit from the "public market" for the
stock, as there has been very limited activity since 1993.  As an
alternative, the Company has offered several programs allowing
shareholders to tender their shares to the Company, but has had
limited success in reducing the total number of accounts with
small holdings.  The Company will benefit as a result of a
substantial cost savings (approximately $43,500 each year) and
the small shareholders will benefit from the ability to cash out
their holdings without incurring a sales expense.  The current
"market" value is $0.09 per share and any associated sales fees
would be deducted before the funds would be remitted to the
shareholder. There will be no material effect on the remaining
shareholders, whether affiliated or unaffiliated.  The cost
associated with the Transaction, which is likely to be
approximately $36,000 including the cash-out of the shareholders
holding fewer than 1,000 shares is a detriment to the remaining
shareholders.  This cost will not impair or restrict the
Company's ongoing business, however, and the Company, as well as
the remaining shareholders, will benefit in future years from the
annual cost reduction. It also will be more difficult for the
remaining shareholders to sell their shares since the Company's
stock may not be listed on the Bulletin Board.    It will be more
difficult for the remaining minority shareholders to get
financial information on the Company, as it will no longer be
filing reports with the Securities and Exchange Commission.
These detrimental effects will impact the ability of minority
shareholders to make appropriate investment decisions.

The Cashed-Out Shareholders will not be harmed as the net cash to
the shareholder exceeds proceeds available from sale in the open
market. The price of $0.25 per share is approximately twice what
is currently available on the open market.  Small shareholders
who are cashed out will be subject to the capital gains tax rules
in effect at the time of the Transaction.  Mr. Coulson and the
Company have chosen this time for this Transaction because it is
required by operating losses to find ways to cut the expense load
while still maintaining operations at a level that will allow the
Company to participate in a market recovery.

At a regular meeting of the Board of Directors held on November
29, 2001, Mr. Coulson, and the Directors of the Company initially
determined that this Transaction is fair to all unaffiliated
shareholders of the Company.  An excerpt from the minutes of that
meeting is included on page 15 of this Proxy Statement.  The
small shareholders currently have no way to liquidate their
investment in the Company without incurring costs that are
disproportionate to the overall value of the stock.  This
Transaction provides a method to cash out these shareholders.  As
explained on page 11, the Directors declined to accept the
conclusion presented in a going concern valuation study and
report from an independent business valuation service company.

The Directors decided that $0.25 per share was a fair price.
Over the last two years, the range of high and low bids has been
$0.13 to $0.05.  Market price is not a relevant measure of
fairness, as there is not an active trading market.  Because of
significant losses incurred in fiscal 2001 and continuing in
fiscal 2002, Mr. Coulson and management do not believe the price
of a single stock trade that occurred two years ago ($0.31 per
share) represents fair value nor is it relevant in determining
the fairness of the price to the unaffiliated shareholders.
After tax earnings per share have averaged $0.02 and $0.01 over
the last three years.  At $0.25 per share, the purchase price
represents twelve and one half times average after tax net income
per share based on the last five years and twenty five times
average after tax net income per share based on the last three
years.  Book value as of December 25, 2002 was approximately
$2,927,000, or $0.55 per share.  The purchase price represents
roughly 50% of current book value.

The going concern value of the Company, as measured by the
average return on investment, is less than the going concern
value for companies with sales comparable to the Company.
Assuming that the going concern value for minority shareholders
would be $0.08 per share (the discounted equity value reflected
in Exhibit 1 of the Cronkite and Kissel Report) liquidation value
for minority shareholders undoubtedly would be $0.04 per share or
less because of the considerable expense associated with winding
down the Company's operations.  The net income generated by the
Company over the last three years has resulted in an average
before tax return on investment of 3%.  A new investor in the
Company undoubtedly would require a return on investment of at
least twice that amount in order to justify the purchase.  The
Risk Management Association, which serves the financial services
industry, publishes an Annual Statement Study of major
industries.  According to that report, the median before tax
return on investment for all metals distribution businesses with
$10,000,000 to $25,000,000 in annual sales has averaged 18.4%
over the last three years.  The median before tax return on
investment for all companies has averaged 19% over the last three
years.  At a purchase price equal to one half of the Company's
book value, an investor could achieve an average before tax
return on investment of approximately 6%; this return would still
be less than the return achieved by businesses in the industry
with $10,000,000 to $25,000,000 in annual sales.  Therefore, the
$0.25 per share price (approximately one half of book value) is a
fair price at which to buy out the minority shareholders.  A new
investor in the Company, however, undoubtedly would require
significantly more than a 6% before tax return in order to
justify the purchase.

Over the last two years, the Company has purchased a small number
of shares through tender offers at purchase prices ranging from
$0.43 to $0.58. The Company was willing to pay this higher price
because of the few shares involved and the disproportionately
high cost of maintaining the accounts.  Tender offers were to
shareholders with 200 or fewer shares.  There have been no firm
offers by any unaffiliated party regarding mergers or acquisition
of stock or assets during the past two years.  Mr. Coulson,
Management and the Directors did not attempt to assign any weight
to the various factors in concluding that the Transaction is fair
to unaffiliated shareholders.

The following analysis was used in determining the fairness of
the offer price of $0.25 per share:

	Bid price as published in the Spokane over the Counter
Market for the last two years;
		April 4 - April 12, 2000		$0.25
		April 13 - April 24, 2000		$0.20
		April 25 - May 16, 2000			$0.20
		May 17 - May 22, 2000			$0.18
		May 23 - June 6, 2000			$0.18
		June 7 - June 13, 2000			$0.13
		June 14,2000 - January 3, 2001		$0.12
		January 4 - August 27, 2001		$0.10
		August 28 - October 11, 2001		$0.05
		October 12  -  October 15, 2001		$0.12
		October 16 - November 28, 2001		$0.05
		Noveber 29 - November 29, 2001		$0.12
		November 30, 2001 - May 2, 2002		$0.05
		May 3, 2002 - July 15, 2002		$0.07
		July 16, 2002 - August 5, 2002		$0.08
		August 6 - August 8, 2002		$0.09
		August 9 - August 20, 2002		$0.10
		August 30 - Present			$0.09

The offer price is the highest "market" price during the
two year period and significant operating losses have been
incurred since the "market" price of $0.25 over two years
ago.

	The Price/Earnings ratio was calculated as follows;

				Average Shares
Year	After tax net income	Outstanding	Earnings Per Share


1997		$125,310	5,353,561	$0.0234
1998		$251,026	5,350,338	$0.0469
1999		$141,910	5,348,213	$0.0265
2000		$154,546	5,344,193	$0.0289
2001            $(132,171)	5,341,564	$(0.0247)

		Total				$0.101
		Divided by 5			$0.02
		Offering Price of $0.25/$0.02 = 12.5 x earnings


1999		$141,910	5,348,213	$0.0265
2000		$154,546	5,344,193	$0.0289
2001	        $(132,171)	5,341,564	$(0.0247)

		Total				$0.03
		Divided by 3			$0.01
		Offering Price of $0.25/$0.01 = 25 x earnings

These calculations are based on undiluted shares as the only
diluting factor during the five year period was outstanding
debentures that were never converted to common stock and have
been retired.

At a regular meeting of the Board held on January 28, 2002, the
Board of Directors determined that the transaction was fair to
the unaffiliated and Cashed-Out Shareholders.  The Directors
reviewed the earlier decision that the purchase price would be
$0.25 per share and determined that market conditions had not
changed.  In fact, the Company was continuing to lose money.  If
anything, the price could be adjusted down.  In order to make the
Transaction attractive to the shareholders being cashed-out and
at the same time not damage the remaining unaffiliated
shareholders, the Directors determined that a purchase price of
$0.25 was still a fair price. The Directors also agreed that all
aspects of the Transaction were fair to the Cashed-Out
Shareholders.


This Transaction will not have a material effect on shareholders holding
1,000 or more shares of the Company's stock.  The Company will no longer
have a class of securities that is registered nor be a reporting
Company; without an active trading market over the last ten
years, however, the registration of the common stock has not
provided a material benefit to the Company or its shareholders.

If this Transaction had occurred as of December 25, 2001, the
shareholders with 1,000 or more shares would have benefited from
an increase in book value of approximately $0.02 per share.  At
the end of the second fiscal quarter, the Company's book value is
$.54.  If the cost of this Transaction, including the payment to
cashed out shareholders, is approximately $36,000, the book value
per share after the Transaction will also be $.54 per share.
Affiliated shareholders, who currently control 64.95% of the
outstanding common stock, will control 65.73% of the outstanding
common stock after the Transaction.  If this Transaction had
taken place at the beginning of fiscal 2000, the loss per share
in fiscal 2001 would have been $0.025 instead of $0.024.  The
earnings per share would have been $0.029 compared to actual
earnings per share of $0.028.  The affiliated shareholders share
of the net loss for 2001 would have increased from $85,845 to
$86,876.  Likewise, the affiliated shareholders share of the net
income from fiscal 2000 would have increased from $100,377 to
$101,583.  The change is less than one percent.  Mr. Coulson's
share of the net book value and interest in net income of the
Company would increase from 50.56% to 51.15%.  His share of the
operating loss for fiscal 2001 would have increased by 1% or $779
and his share of the operating profit for fiscal 2000 would have
increased by 1% equaling  $912.  His total share of the net book
value will  decrease by approximately $1,500.



No Director dissented or abstained from voting on the Transaction.
The Transaction has not been structured in a manner that would require
the approval of a majority of the unaffiliated shareholders voting as
a separate class; neither Idaho state law nor the Articles of
Incorporation of the Company require nor provide for a procedure for
the Cashed-Out Shareholders to vote in a separate class.

A majority of the Directors who are not employees of the Company
has not retained an unaffiliated representative to act solely on
behalf of unaffiliated shareholders for purposes of negotiating
the terms of this Transaction; neither the Company nor Mr.
Coulson intend to grant access to Company files to unaffiliated
Shareholders (except to the extent such access exists for all
shareholders under Idaho law), to provide counsel to unaffiliated
Shareholders at Company expense, to obtain appraisal services or
to prepare a report concerning the fairness of the Transaction.
Although these procedural safeguards are not present, Mr. Coulson
and the Company believe that the Transaction is procedurally fair
to unaffiliated small shareholders.  The Directors understand
their fiduciary responsibilities, have authorized several tender
offers to small shareholders previously, and have tried to
establish active trading markets.  Dissenter appraisal rights
also are available.

This Transaction was approved by all the Directors who are not
employees of the Company.

There have been no firm offers made by an unaffiliated person
during the last two years to acquire the Company or a significant
part of the Company's assets.

In accordance with an engagement letter dated May 10, 2001, the
Company received an independent valuation of the shares of common
stock owned beneficially by the minority shareholders as of
August 31, 2001.  This report was prepared by Cronkite and
Kissell Business Valuation and Financial Advisory Services, 1888
Century Park East, Suite 1900, Los Angeles, CA 90067, who have
significant valuation experience including an emphasis on
accounting, finance and legal.  The Company selected this firm
because of their experience with the steel fabrication industry.
 The report was prepared by David Kissell, ASA and  Helena Nam
Reich, ASA.  No relationship existed between this firm and the
Company or any of its affiliates before the preparation of the
report; no relationship is contemplated for the future.  The
valuation methodology combined a market approach with an income
approach, giving equal weight to both approaches.  The report was
based upon financial information of the Company for the previous
five fiscal years.  The market approach compared ratios and
earnings analysis with comparable financial information of eight
public companies.  The income approach was based upon a
capitalization of debt-free cash flow.  The market approach
resulted in a total equity value of $740,000, with a weight
factor of 50% (a $370,000 weighted value).  The income approach
resulted in a total equity value of $740,000, with a weight
factor of 50% (a $395,000 weighted value).  The total weighted
value, therefore, was $765,000 and, prior to discounts, the value
per share would be $0.14 for the 5,340,804 shares issued and
outstanding.

Cronkite and Kissel  then applied a minority interest discount of
17% ($0.02 per share) and a lack of marketability discount of 30%
($.04 per share).  The Report then concluded that the fair market
value of the minority interest was $.08 per share.  Since the
Report did not compare the financial information of the Company
to similar information of other companies of similar size, the
Board of Directors felt that the discount for lack of
marketability used in the Report was questionable; consequently,
the Directors did not accept the conclusions set forth in the
Report.  The Report was filed on May 15, 2002 as Exhibit 1 to
Schedule 13E3/A of the Company and is incorporated herein by
reference.

A copy of the valuation report will be made available
for inspection and copying at the principal executive
office of the Company at 3900 E Broadway, Spokane, WA
during regular business hours by any interested
shareholder of the Company or any representative who
has been so designated in writing by a shareholder.
The Company will mail a copy of the report to any
interested shareholder or designated agent upon
written request and without charge.

There have been no sales or acquisitions of the Company's common
stock by any of the executive officers or directors of the
Company where the aggregate value of the transactions exceeded
$60,000 during the past two years.

The Company has been conducted tender offers to holders of 200
and fewer shares continuously during the past two years.  Total
shares purchased and the price paid for the Common Stock is
detailed in the following table:
								Avg Cost
	Date		# of shares	Total Cost 		Per
								Share

	October 2001	  5,274		$2,260			$0.43
	May 2001	    776		$  400			$0.52
	February 2001	    584		$  320			$0.55
	September 2000	  1,055		$  540			$0.51
	June 2000	  1,014		$  590			$0.58

On December 21, 2001, the Company received an unsolicited offer
to sell to Company employees the shares of common stock held by
Eliot Investments Limited Partners.  This Partnership offered to
sell the shares quoted at the market price, which at that time
was $0.05.  The total shares involved were 4,205.  Of those
4,205, Jimmie Coulson acquired 189 shares, Marilyn Schroeder
acquired 2,516 shares and other employees who are not executive
officers or directors acquired the remaining 1,500 shares.

There were no negotiations, transactions or material contacts
between the Company and any of its executive officers, directors
or affiliates that would qualify as significant corporate events,
as that term is defined by Item 1005(b) and (c) of Regulation M-
A..

There are no agreements between the Company, its executive
officers, directors or any affiliates and any other party with
respect to the Company's common stock which would be subject to
Item 1005(e) of Regulation M-A.

Ratio of earnings to fixed charges are as follows:

	Nine Month Period Ended June 25, 2002:	-1.22:1
	Fiscal Year Ended September 29, 2001:	-.54:1
	Fiscal Year Ended September 30, 2000:	.61:1
	Fiscal Year Ended September 25, 1999:	.57:1
	Fiscal Year Ended September 26, 1998:	.83:1
	Fiscal Year Ended September 27, 1997:	.42:1




Subject Company Information

(a)  This Transaction is being conducted by the issuer:

	THE COEUR D'ALENES COMPANY
	3900 E Broadway
	Spokane, WA 99220-2610
	(509) 924-6363

b) Total shares of Common Stock outstanding as of September 23,
2002: 5,335,530

(c) There is currently no established public trading market for
the Company's common stock. The range of high bid and low bid
quotations for the Company's common stock, by quarters, as
reported on the over-the-counter market for the period beginning
October 1, 1999 through September 29, 2001, is set forth in
dollars per share below:




				    	   2001 		   2000
					High - Low		High - Low

July 1 - September 30			$.12 - $.05		$.12 - $.12
April 1 - June 30			$.10 - $.10		$.25 - $.12
January 1 - March 31			$.12 - $.10		$.31 - $.12
October 1 - December 31			$.12 - $.12		$.12 - $.12

The source of the above quotations is the Spokane over-the-
counter listing, and the above quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission and may
not necessarily represent actual Transactions. In addition, the
lack of an established public trading market for the Company's
common stock should be kept in mind in reviewing the above
quotations. The prices shown are reflective of Transactions for a
limited number of shares.

(d) The Company has not declared or paid any dividend on the
shares of common stock in the last two (2) fiscal years. There
also have not been any changes in or disagreements with the
Company's independent public accountants concerning accounting or
financial disclosures.

(e) n/a

(f) The Company has been conducting tender offers to holders of
200 and fewer shares continuously over the past two years.  Total
shares purchased and the price paid for the Common Stock is
detailed in the following table:
								Avg Cost
	Date		# of shares		  Total Cost 	Per Share

	October 2001	   5,274		$2,260	 	 $0.43
	May 2001	     776		$  400	 	 $0.52
	February 2001	     584		$  320	 	 $0.55
	September 2000	   1,055	 	$  540   	 $0.51
	June 2000	   1,014		$  590	 	 $0.58


The source of funds for the transaction will be the Company's
working capital.  The total number of fractional shares that will
be purchased and the total cash to be paid by the Company are
unknown.  However, if the Transaction had been completed as of
January 1, 2002, the cash payment that would have been issued to
cashed out shareholders would have been at least $15,822 based on
63,287 shares held by 599 registered shareholders.  The actual
amounts will depend on the number of cashed out shareholders at
the Effective Time of the transaction, which may vary from the
number identified on January 1, 2002.  The Company is not able to
determine at this time the number of shareholder accounts with
fewer than 1,000 shares are held in depositories.

The cost of the transaction is expected to be around $20,000 not
including the payment to cashed out shareholders.  Legal fees,
solicitation materials and mailing are the only significant costs
the Company anticipates at this time.
Three of the Company's Directors, listed below, will be cashed
out unless they acquire additional shares or if Dr. Robert
Shanewise combines his accounts, to bring their total holdings of
record to more than 1,000.

		Robert P. Shanewise
		Wendell J. Satre
		Lawrence A. Stanley

As all of the Directors believe this transaction is in the best
interest of the Company and all of the unaffiliated shareholders,
all five intend to vote their shares in favor of this
transaction.

No Director or executive officer has made a recommendation
separate from the unanimous resolutions adopted by the directors
either in support of or opposed to this transaction to any other
party.

No person or class of persons are directly or indirectly
employed, retained, or are to be compensated to make
solicitations or recommendations in connection with this
transaction.

No Officer, employee or corporate assets of the Company has or
will be employed or used by the Company in connection with this
transaction.



Identify and Background of Filing Person

	The filing person is the subject company; because he is
an affiliated shareholder
	Jimmie T. G. Coulson also is deemed to be a filing
person;


Directors:	Jimmie T G Coulson, Director, President/Chief
Executive Officer ("CEO")
	P O Box 2610
	Spokane, WA  99220-2610
	(509) 924-6363

	Wendell J Satre, Director
	2822 E Snowberry Lane
	Spokane, WA 99223
	(509) 536-5627

	Marilyn Schroeder, Director, Vice President/Chief
Financial Officer ("CFO")
	P O Box 2610
	Spokane, WA 99220-2610
	(509) 924-6363

	Robert P Shanewise, Director
	921 W Comstock Court
	Spokane, WA 99203
	(509) 443-1944

	Lawrence A Stanley, Director
	Empire Bolt and Screw
	1501 E Trent
	Spokane, WA 99202
	(509) 534-0636

Officers:	Jimmie T G Coulson, Director, President/CEO
	P O Box 2610
	Spokane, WA  99220-2610
	(509) 924-6363

	Lawrence A Coulson, Vice President/GM Stock Steel
	P O Box 2610
	Spokane, WA 99220-2610

	Marilyn Schroeder, Director, Vice President/CFO
	P O Box 2610
	Spokane, WA 99220-2610
	(509) 924-6363


Information concerning the principal occupation and employment
during the last five years is set forth in Proposal No. 2 of this
proxy statement at page 25.  None of these individuals has been
convicted in a criminal proceeding nor been a party to a judicial
or administrative proceeding in the last five years.  All of
these individuals are United States Citizens.

The Board of Directors has authorized and unanimously recommends
that the Shareholders approve a reverse 1 for 1000 stock split
followed immediately by a forward 1000 for 1 stock split of the
Company's common stock (together, the "Transaction").  As
permitted under Idaho law, Shareholders of the Company whose
shares are converted into less than one share in the reverse
split portion of the Transaction will receive cash payments equal
to the value of their fractional interests determined in the
manner described below.  The Transaction will include shares of
common stock held in a nominee account, as well as shares
registered in the name of a Shareholder.

If approved, the Transaction will take place on June 12, 2002.
For the Transaction to be approved, a majority of the
Shareholders entitled to vote at the Meeting, including
Shareholders who are affiliated with the Company, must approve
the amendments to the Company's Articles of Incorporation
attached hereto as Exhibit A; the Company anticipates that the
Shareholders listed in the Security Ownership of Management
section on page 31.will vote in favor of the Transaction.

EFFECT ON SHAREHOLDERS:

If approved at the meeting, the Transaction will effect
unaffiliated Shareholders holding less than 1,000 shares of
common stock in a record account or in a nominee account at the
close of business on November 28, 2002.  Unaffiliated
Shareholders holding common stock in street name through a
nominee (such as a bank or broker) will be effected in the same
manner as Shareholders whose shares are registered in their name.
 Such shares will be cashed out by the Company at a price of
$0.25 for each share beneficially owned by an unaffiliated
Shareholder prior to the effective time of the reverse split; the
Directors have determined that $0.25 represents a fair value for
the cashed-out shares.  (See, Structure of the Transaction
below.)  No commission or other fee will be charged to the
Shareholders on this cash-out. The purchase price will be paid
when the certificates for such shares are delivered to the
Company. Such shares will have no continuing interest in the
Company after the Transaction whether or not such shares are
delivered to the Company.

The Directors believe that the Transaction will provide a
significant benefit to the unaffiliated Shareholders, as it
provides a method for the unaffiliated Shareholders owning less
than 1,000 shares to receive cash for their shares without
incurring high brokerage costs.  Because affiliated Shareholders
own or control 64.95% of the outstanding shares of the Company's
common stock, it is difficult for unaffiliated, small
Shareholders to participate in or have an effect upon management
of the Company.  See also, Background and Purpose of the
Transaction, page 12.


After the Transaction is completed, the unaffiliated Shareholders
will not have an equity interest in the Company.  Management does
not have any basis upon which to speculate concerning the future
fair market value of its shares of common stock.  The general
downturn in the economy and the closure of the aluminum smelters
in the northwest in 2000 and 2001, among other things caused the
Company to incur a net loss for the fiscal year ended September
29, 2001 of $132,171.  Management has been following an
aggressive cost cutting program since mid-2000; costs reduced and
steps taken, include: merging the wholly owned subsidiary back
into the parent company to reduce overhead, cutting staff by 30%,
reducing inventories to lower carrying costs, postponing
equipment purchases and putting idled equipment up for sale .
Eliminating the projected cost of $43,500 related to small
shareholders and SEC registration is another cost reduction
approach.  The affiliated Shareholders and Directors understand
the risks facing the Company in the future.  The Directors do not
believe that the small unaffiliated Shareholders should be
subject to the Company's future uncertainties.  The Directors do
not believe that there is any detriment to the Shareholders in
this Transaction.

If the Transaction is completed, affiliated Shareholders will own
65.73% of the outstanding shares of common stock.  See Affects of
the Transaction on Company Shareholders, page 13 for effect of
the Transaction on the affiliated Shareholders, increased
interest in the net book value and net earnings/loss of the
Company.



The Transaction will have no net effect on Shareholders holding
1,000 or more shares of the Company's common stock whether held
of record or in a nominee account with a bank or broker.
Continuing Shareholders will no longer receive whatever benefits
result from the reporting system, including the continued filing
of the annual report on Form 10-KSB and quarterly filings on Form
10-QSB.  If the Transaction is approved, then the Company intends
to withdraw its registration of the common stock with the
Securities and Exchange Commission and cease to be a reporting
company.  If the Company's registration with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the
"SEA") is withdrawn, then officers, Directors and shareholders
owning more than 5% of the outstanding shares of the Company's
common stock will not be required to file reports presently
required by Sections 13 and 16 of the SEA.  The Company will also
not be required to file proxy material with the SEA pursuant to
Section 14 of the SEA.



REASONS FOR THE TRANSACTION:

The Company, acting through its Directors, including all
Directors who are not employees of the Company, and Mr. Coulson
recommend approval of the Transaction for the following reasons,
which are described in more detail under "Background and Purpose
of the Transaction" below:

* As a result of the Company's merger with Conjecture, Inc.
in 1993, the Company has a large number of Shareholders
holding a small number of shares.  As of March 1, 2002,
599 of the 721 Shareholders of record of the Company held
less than 1,000 shares. These shares constituted only
63,287 (1.18%) of the total 5,335,530 shares outstanding
at the time.  Of these 599 shareholders, 382 own 40 or
fewer shares resulting in a value of $10.00 or less.
Continuing to maintain accounts for these Shareholders
and mailing them notices and financial information costs
the Company a substantial amount each year. The
Transaction will reduce the number of Shareholders with
small accounts and result in significant cost savings for
the Company.

* In most cases, it is prohibitively expensive for
Shareholders with fewer than a round lot of 1,000 shares
to sell their shares in the limited public market that
exists for the stock. The Transaction provides such
Shareholders with the opportunity to receive cash for
their shares without incurring brokerage fees.  If these
Shareholders, however, do not want to cash out their
shares, they can purchase additional shares on the open
market to increase their record account to at least 1,000
shares or, if applicable, consolidate or transfer record
or nominee accounts held in different names into a single
record or nominee account with 1,000 or more shares.
Shareholders with less than 1,000 shares in a nominee
account can instruct their agent to purchase additional
shares; for some Shareholders, the nominee account could
be closed with the shares consolidated with shares held
of record.  Such Shareholders need to complete any
purchase or consolidation prior to the effective time on
November 28, 2002.

* The Directors and officers of the Company are undertaking
the Transaction at this time because in the face of a
depressed economy and a significant decline in the demand
for the Company's products, the expense associated with
administering these small shareholder accounts is too
great of a burden on cash flow.  The Company estimates
that the annual savings from this Transaction will be
approximately $43,500.

STRUCTURE OF THE TRANSACTION

The Transaction includes both a reverse stock split and a forward
stock split of the Company's common stock. If this Transaction is
approved and occurs, the reverse split will occur at 6:00 P.M.
Pacific time on November 28, 2002 (the "Effective Time"). All
Shareholders on November 28, 2002 will receive 1 share of the
Company's common stock for every 1,000 shares of the Company's
common stock held in their record or nominee accounts at that
time. Any Shareholder who has the beneficial interest in fewer
than 1,000 shares of the Company's common stock at the Effective
Time (referred to hereafter as a "Cashed-Out Shareholder"), will
receive a cash payment instead of fractional shares. This cash
payment will be $0.25 per share as determined by the Board of
Directors at regularly scheduled meetings of the Board held on
November 29, 2001 and January 28, 2002. The Directors considered
an independent valuation report prepared by Cronkite and Kissell
that established the value at $.08 per share as of August 31,
2001.  The Directors, however, did not accept the conclusions and
recommendations of that report.  The Company did not ask Cronkite
& Kissell to issue a fairness opinion.  As noted above, a copy
will be provided without charge upon written request.  The
Directors decided that $0.25 was a more appropriate value.  The
minutes of the meeting for this discussion state in part as
follows:

The Board concluded that the Company should
attempt to eliminate the small shareholders
in order to reduce the number of shareholders
to less than 300.  The Company thus would not
be required to be a reporting entity with the
Securities and Exchange Commission.
Elimination of the filing requirements will
reduce expenses significantly.  An
independent valuation report by Cronkite and
Kissell on the Company's stock was available
for Board use.  This report concluded that
the shares of common stock that represent a
minority interest have a fair market value of
$0.08 per share.  There was discussion on the
lack of relevance of this report.  Since the
report did not compare the Company to other
companies of similar size, the Board felt
that the discounts for lack of marketability
and lack of control used in the report were
questionable; consequently, the Directors did
not accept the conclusions set forth in the
report. A value of twenty-five cents a share,
roughly half of current book value, was
considered and determined by the Directors to
be a fair price.

At the next regularly scheduled Directors meeting held January
28, 2002, the Directors reviewed again their prior conclusion
that $0.25 was the fair market value for the shares.  In addition
to the facts examined at the November 29, 2001 meeting, the
Directors noted that, based on the average earnings for the last
five years, the price earnings ratio at that value would be 12.5
to 1.  Given no change in business conditions or marketability of
the stock, coupled with the belief that 12.5 x earnings is a fair
price, the Board once again concluded that $0.25 was the fair
market value per share.  As required by Idaho law, the Directors
also considered the beneficial effect upon the Company's
customers, vendors, and suppliers of the cost reductions
resulting from the Transaction.

Immediately following the Effective Time for the reverse split,
all Shareholders who are not Cashed-Out Shareholders will receive
1,000 shares of the Company's common stock for every 1 share of
stock they received as a result of the reverse stock split. If a
Shareholder holds 1,000 or more shares in a record or nominee
account prior to the Transaction, any fractional share in those
accounts will not be cashed out after the reverse split and the
total number of shares held in those accounts will not change as
a result of the Transaction.

In general, the Transaction can be illustrated by the following
examples:


Hypothetical Scenario

A is a Shareholder who holds
999 shares of Company stock in
one account as of 6 P.M. on
November 28, 2002.  Assume the
trading value of A's share is
$0.25 per share.

Result

Instead of receiving a
fractional share (.999 of a
share) of Company stock after
the reverse split, A's 999
shares will be converted into
the right to receive cash. For
these 999 shares, A will
receive $249.75, assuming the
hypothetical trading value of
$0.25 per share.

Note: If A wants to continue
an investment in the Company,
A can buy at least 1 share of
stock and hold it in A's
record account. A would have
to act far enough in advance
of November 28, 2002 so that
the purchase is complete by
the close of business on that
date.


Hypothetical Scenario

B has 1 record account and 1
nominee account. As of
November 28, 2002, B holds 500
shares of Company stock in one
account and 700 shares of
stock in the nominee account.
 B has the beneficial interest
in the shares in both
accounts.

Result

B will receive cash payments
equal to $0.25 per share for
shares of Company stock in
each of the two accounts.  B
would receive two checks
totaling $300.00 (500 shares
x. .25 = $125.00 + 700 shares
x .25 = $175.00  $125.00 +
$175.00 = $300.00

Note: If B wants to continue
an investment in the Company,
B can consolidate/transfer the
two accounts prior to November
28, 2002.  In that case, B's
holdings will not be cashed
out in connection with the
Transaction because B will
hold at least 1,000 shares in
one account.  B would have to
act far enough in advance so
that the consolidation is
complete by the close of
business on November 28, 2002.


Hypothetical Scenario

C holds 1,001 shares of
Company stock in a record
account as of November 28,
2002.

Result

After the Transaction, C will
continue to hold all 1,001
shares of Company stock.; the
Transaction will not effect
his ownership.


Hypothetical Scenario

D holds 999 shares of Company
stock in a nominee account as
of November 28, 2002.

Result

Same result as A above.



BACKGROUND AND PURPOSE OF THE TRANSACTION

The Company has a large number of small shareholders resulting
from the merger with Conjecture, Inc. in 1993. Since that time,
the Company has been able to reduce its total number of
Shareholders by offering several programs that have allowed the
Shareholders to tender their shares to the Company. The Company,
however, still has a large number of Shareholders with less than
1,000 shares.

As of  September 23, 2002, 599 Shareholders owned fewer than
1,000 shares of stock. At that time, these Shareholders
represented approximately 83% of the total number of Shareholders
of record, but with ownership less than 2% of the total number of
outstanding shares of the Company's stock.  Mr. Coulson and the
Company believe that the Transaction will provide the Cashed-Out
Shareholders with a cost-effective way to cash out their
investments, as the Cashed-Out Shareholders will not have any
Transaction costs in connection with the Transaction. In most
other cases, small shareholders would likely incur brokerage fees
disproportionately high relative to the market value of the
shares if they wanted to sell their stock. In addition, some
small shareholders might even have difficulty finding a broker
willing to handle such a small Transaction.  The Transaction,
however, eliminates these problems for most small shareholders.
The Company and Mr. Coulson do not believe that there is any
alternative means available at this time to accomplish this
objective for small shareholders.

Mr. Coulson, as the single largest shareholder and President of
the Company, is very concerned about the Company's cost of doing
business in a slow market.  Therefore, he supports the purpose of
the Transaction.  The cost of administering each Shareholder's
account is the same regardless of the number of shares held in
each account. Therefore, the Company's cost to maintain hundreds
of small accounts is disproportionately high when compared to the
total number of shares involved.

Because of these disproportionate costs, the Directors and Mr.
Coulson believe that it is in the best interests of the Company
and its shareholders as a whole to eliminate the administrative
burden and costs associated with small shareholders with fewer
than 1,000 shares of Company stock.

The Company in the future may pursue alternative methods of
reducing its shareholder base whether or not the Transaction is
approved, including odd-lot tender offers and programs to
facilitate sales by shareholders of odd-lot holdings. There can
be no assurance, however, that the Company will decide to engage
in any such Transactions.



AFFECT OF THE TRANSACTION ON COMPANY SHAREHOLDERS

Shareholders With Fewer Than 1,000 Shares:

If the Company completes the Transaction, Cashed-Out
Shareholders:

* Will not receive a fractional share of the Company stock
as a result of the reverse split.

* Instead of receiving a fractional share of Company stock,
will receive cash equal to $0.25 for each share owned
beneficially prior to the Effective Time of the
Transaction.

* After the reverse split, will have no further interest in
the Company with respect to cashed-out shares. These
shares will no longer be entitled to the right to vote as
a shareholder or share in the Company's assets, earnings
and profits.

* Will not have to pay any service charges or brokerage
fees in connection with the Transaction.

* As soon as practicable after November 28, 2002, will
receive cash for the common stock held immediately prior
to the reverse split in accordance with the procedure
described below.

* All amounts owed to Shareholders will be subject to
applicable federal income tax and state abandoned
property laws.

* No interest will be paid on cash payments owed as a
result of the Transaction.

If you hold certificated shares:

* A Cashed-Out Shareholder with a stock certificate
representing cashed-out shares will receive a transmittal
letter from the Company as soon as practicable after
November 28, 2002.  The letter of transmittal will
contain instructions on how to surrender stock
certificate(s) to the Company for cash payment.  Cash
payments will not be made until the outstanding
certificate(s) are surrendered to the Company together
with a completed and executed copy of the letter of
transmittal.  Please do not send certificates until you
receive a letter of transmittal.

If you hold shares in a nominee account:

* The Company intends for the Transaction to treat
Shareholders holding common stock in street name
through a nominee (such as a bank or broker) in the
same manner as Shareholders whose shares are registered
in their names.  Nominees will be instructed to effect
the Transaction for their beneficial holders.
Nominees, however, may have different procedures and
Shareholders holding common stock in street name should
contact their nominees.

NOTE:

Shareholders who would be cashed out as part of the Transaction
but want to continue to hold Company stock after the Transaction
may do so by completing any of the following actions by November
28, 2002:

(1)	Purchase a sufficient number of shares of Company stock on
the open market and have them registered or deposited so
that they hold at least 1,000 shares in their account
immediately prior to the Effective Time for the reverse
split; or

(2)	If applicable, consolidate accounts so that they hold at
least 1,000 shares of Company stock in one record account
immediately prior to the Effective Time.

Shareholders with 1,000 or More Shares:

Shareholders with 1,000 or more shares of common stock as of 6:00
P.M. on November 28, 2002 will first have their shares converted
to one thousandth of the number of shares held immediately prior
to the reverse split. One minute after the reverse split, at 6:01
P.M., such shares will be reconverted in the forward stock split
into 1,000 times the number of shares held after the reverse
split, which is the same number of shares held before the reverse
split. As a result, the Transaction will not effect the number of
shares held by the shareholder who holds 1,000 or more shares
immediately prior to the Effective Time.

If this Transaction had occurred as of December 25, 2001, the
shareholders with 1,000 or more shares would have benefited from
an increase in book value of approximately $0.02 per share.  The
Company's net book value as of  the end of the second fiscal
quarter was $.54 per share.  If the cost of this Transaction,
including the payment to cashed out shareholders, is
approximately $36,000, the book value per share after the
Transaction will also be $.54 per share.  Affiliated
shareholders, who currently control 64.95% of the outstanding
common stock, will control 65.73% of the outstanding common stock
after the Transaction.  If this Transaction had taken place at
the beginning of fiscal 2000, the loss per share in fiscal 2001
would have been $0.025 instead of $0.024.  The earnings per share
would have been $0.029 compared to actual earnings per share of
$0.028.  The affiliated shareholders share of the net loss for
2001 would have increased from $85,845 to $86,876.  Likewise, the
affiliated shareholders share of the net income from fiscal 2000
would have increased from $100,377 to $101,583.  The change is
less than one percent.  Mr. Coulson's interest in the net book
value and net income would increase from 50.56% to 51.15%.  His
share of the operating loss for fiscal 2001 would have increased
by $779 and his share of the operating profit for fiscal 2000
would have increased by $912.  His total net book value would
decrease by approximately $1,500.

Beneficial Owners of Company Stock:

The Transaction will effect shareholders holding Company stock in
street name through a nominee (such as a bank or broker).
Nominees may have different procedures and shareholders holding
Company stock in street name should contact their nominees to
determine how they are effected by this Transaction.

Determination of Cash-Out Price

As explained in the section above entitled Structure of the
Transaction, the cash-out price of the stock will be $0.25 per
share.  Under Idaho law, the Company either may arrange for the
sale of these fractional shares or pay cash for their fair value.
 If the Transaction is completed, the Directors will elect to pay
cash for the fair value.

AFFECT OF THE TRANSACTION ON COMPANY

The Transaction will effect the registration of the Company's
common stock with the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934, as amended.
Following the successful completion of the Transaction, the
Company will file a certification of termination of registration
pursuant to Rule 12g-4, as promulgated by the SEC under the
Securities Exchange Act of 1934.  The Company will cease to be a
reporting company. The Company's listing of common stock on the
NASDAQ Bulletin Board will be discontinued. The Company will not
be required to file annual or quarterly reports with the SEC for
any reporting period ending after the date that the certification
is filed.  Information contained in annual or quarterly reports
will not be available on the internet.

The Company's Articles of Incorporation currently authorize the
issuance of 10 million shares of common stock having no par
value. The Amendment to the Articles of Incorporation will reduce
the authorized shares to 1,000 shares as of the Effective Time,
with the number of authorized shares returned to 10,000,000
shares moments thereafter.  (See, Exhibit A)  The total number of
outstanding shares of Company common stock will be reduced by the
number of shares held by Cashed-Out Shareholders immediately
prior to the Effective Time.  Based on the Company's best
estimates, if the Transaction had taken place as of January 1,
2002, the number of outstanding shares of common stock would have
been reduced by approximately 63,287 assuming only shareholders
of record are effected by the Transaction and that no
Shareholders took steps to retain their shares. The number of
holders of record of Company common stock then would have been
reduced from approximately 721 to 122 or by approximately 599
shareholders.  Consequently, the Company expects to be able to
withdraw its registration with the SEC, even if shareholders with
less than 1,000 shares in a nominee account are not included in
the Transaction.

The Company has no current plans to issue additional shares of
common stock.  Unless legally required to do so, the Directors
will not seek further shareholder action before issuing stock.
The Articles of Incorporation do not provide shareholders with
any preemptive right to acquire shares.

The total number of fractional shares that will be purchased and
the total cash to be paid by the Company are unknown. If the
Transaction, however, had been completed as of May 1, 2002, the
cash payment that would have been issued to those Cashed-Out
Shareholders who are Shareholders of record would have been
$15,822 based on 63,287 shares held by 599 record shareholders.
The actual amounts will depend on the number of Cashed-Out
Shareholders on November 28, 2002, which may vary from the number
identified on January 1, 2002.  The Company also cannot determine
at this time the number of Shareholders beneficially owning less
than 1,000 shares whose shares are held in a nominee account.
Any such Shareholders subject to the cash-out would be added to
the totals in this paragraph. All funds required to complete the
Transaction will be provided by the general operations of the
Company.  The Company estimates that the expenses of the
Transaction, excluding estimated postage expense for the proxy
statement for this proposal and the printing cost of the Annual
Report, will not exceed $15,000.00.  The Company will not borrow
funds specifically for the Transaction.

The Company's shares of common stock will continue to have no par
value.

STOCK CERTIFICATES

The Transaction will not effect any certificates representing
shares of common stock held by owners of 1,000 or more shares
immediately prior to the reverse split.  Old certificates held by
any of these Shareholders will continue to evidence ownership of
the same number of shares as is set forth on the face of the
certificate.

As described above, any Cashed-Out Shareholder with share
certificates will receive a letter of transmittal after the
Transaction is completed. These Shareholders must complete and
sign the letter of transmittal and return it with their stock
certificate(s) to the Company before they can receive cash
payment for their shares.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Certain federal income tax consequences to the Company and
shareholders resulting from the Transaction are summarized below.
 This summary is based on existing US Federal income tax law,
which may change, even retroactively.  This summary does not
discuss all aspects of federal income taxation that may be
important to shareholders in light of their individual
circumstances.  Many shareholders (such as financial
institutions, insurance companies, broker-dealers, tax exempt
organizations and foreign persons) may be subject to special tax
rules.  In addition, this summary does not discuss any state,
local, foreign or other tax considerations.  This summary assumes
that shareholders have held and will hold their shares as capital
assets for investment purposes under the Internal Revenue Code of
1986, as amended.  Shareholders should consult their tax advisors
as to the particular federal, state, local, foreign, and other
tax consequences, in light of their specific circumstances.

The federal income tax consequences to shareholders also will
depend upon whether they are continuing or Cashed-Out
Shareholders, as discussed below.

Federal Income Tax Consequences to Shareholders Who Are Not
Cashed Out by the Transaction:

Any shareholder who (1) continues to hold Company stock
immediately after the Transaction, and (2) receives no cash as a
result of the Transaction, will not recognize any gain or loss in
the Transaction and will have the same adjusted tax basis and
holding period in his Company stock as he had in such stock
immediately prior to the Transaction.

Federal Income Tax Consequences to Cashed-Out Shareholders:


A Cashed-Out shareholder who receives cash in exchange for a
fractional share as a result of the Transaction, will recognize
capital gain or loss. The amount of capital gain or loss
recognized will be the difference between the cash received for
cashed-out stock and the Shareholder's aggregate adjusted tax
basis in such stock.

Maximum Tax Rates Applicable to Capital Gain:

Net capital gain (defined generally as total capital gains in
excess of capital losses for the year) recognized upon the sale
of capital assets that have been held for more than 12 months
generally will be subject to tax at a rate not to exceed 20%. Net
capital gain recognized from the sale of capital assets that have
been held for 12 months or less will continue to be subject to
tax at ordinary income tax rates. Capital gain recognized by a
corporate taxpayer will be subject to tax at the ordinary income
tax rates applicable to corporations.

ADDITIONAL INFORMATION

The Company's Annual Report for the fiscal year ended September
29, 2001, has been included with the proxy statement.  The
Company currently has fifty-five (55) employees on a full time
equivalent basis.  The section entitled "Business of the
Issuer", together with the consolidated financial statements for
the fiscal years ended September 29, 2001 and September 30, 2000,
provide additional information concerning the Company's business,
including products currently distributed, the methods of
distribution, principal markets and effective environmental laws
and regulations. The information set forth in the Annual Report
is important for every Shareholder to review.  The Annual Report
also contains a description of real property owned and leased by
the Company together with a description of the plant and
facilities of the Company.  The Sections of the Annual Report
entitled "Business of Issuer" and "Description of Property" on
pages  2 and 5 of the Annual Report are incorporated herein by
reference.  The consolidated financial statements on pages F-1
through F-18 also are incorporated by reference

As of September 23, 2002, the Company had 5,335,530 shares of
common stock issued and outstanding.  There is currently no
established public trading market for the Company's common stock.
The range of high bid and low bid quotations for the Company's
common stock, by quarters, as reported on the over-the-counter
market for the period beginning October 1, 1999 through June 30,
2002, is set forth in dollars per share below:

						High - Low

	April 1 - June 30, 2002			$.05 - $.07
	January 1 - March 31  2002		$.05 - $.05
	October 1 - December 31  2001		$.05 - $.05
	July 1 - September 30  2001    		$.12 - $.05
	April 1 - June 30 2001			$.10 - $.10
	January 1 - March 31 2001    		$.12 - $.10
	October 1 - December 31 2000		$.12 - $.12
	July 1 - September 30 2000		$.12 - $.12
	April 1 - June 30 2000			$.25 - $.12
	January 1 - March 31  2000		$.31 - $.12
	October 1 - December 31 1999		$.12 - $.12

The source of the above quotations is the Spokane over-the-
counter listing, and the above quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission and may
not necessarily represent actual Transactions. In addition, the
lack of an established public trading market for the Company's
common stock should be kept in mind in reviewing the above
quotations. The prices shown are reflective of Transactions for a
limited number of shares.

The Company has not declared or paid any dividend on the shares
of common stock in the last two (2) fiscal years. There also have
not been any changes in or disagreements with the Company's
independent public accountants concerning accounting or financial
disclosures.

The only purchase Transaction during the last two years involving
the Company's common stock and Jimmie Coulson was a single
Transaction on December 21, 2001.  The Transaction was an
unsolicited offer to sell to Company employees the shares of
common stock held by Eliot Investments Limited Partners.  This
Partnership offered to sell the shares quoted at the market
price, which at that time was $0.05.  The total shares involved
were 4,205.  Of those 4,205, Jimmie Coulson acquired 189 shares
which he subsequently gifted to his grandchildren.

DISSENTERS' APPRAISAL RIGHTS

In accordance with Section 30-1302 of the Idaho Code, Cashed-Out
Shareholders have the right to dissent from the Transaction and
to receive payment in cash for the "fair value" of those shares
voted against the Transaction.  Since this brief summary is not a
complete statement, a Shareholder intending to dissent from the
Transaction should refer to Section 30-1-1301 et seq. of the
Idaho Code attached to this Proxy Statement as Appendix A.

A Shareholder who wishes to assert dissenters' rights must (a)
send a written notice to the Company at P. O. Box 2610, Spokane,
WA   99210-2610, Attention:  Jimmie T. G. Coulson, President,
prior to the time the vote is taken, that the Shareholder intends
to demand payment for his shares if the Transaction is completed;
and (b) not vote his shares in favor of the proposed action.  If
the Transaction is authorized by the Shareholders at the Annual
Meeting, then the Company will deliver a written Dissenters'
Notice to all Shareholders who submitted their notice of intent
and did not vote in favor of the Transaction.  The Company's
notice will be sent within ten (10) days of the Meeting date and
will contain the information set forth in Section 30-1-1322 (see,
Appendix A-4).  The Shareholder then must submit a demand for
payment in the form required by Section 30-1-1323 (see, Appendix
A-5) and the Company thereafter will forward payment to the
dissenter of the amount that the Company estimates to be the fair
value of the dissenter's shares, plus accrued interest.  The
Company does not have any reason to believe that the fair value
as determined for dissenters' shares will be any different than
the fair value set by the Directors for the Transaction;
consequently, the amount sent to dissenting shareholders is
anticipated to be an amount equal to $0.25 per share for each
share held by the dissenting shareholder prior to the Effective
Time.  If the dissenter decides not to accept the payment
received from the Company, then the dissenter may notify the
Company in writing of its own estimate of the fair value of the
shares and demand payment of the estimated amount.  Such demand
from the dissenter must be made within thirty (30) days after the
Company has made or offered payment for his shares.  If the
dissenter does not accept the Company's payment and the Company
does not agree with the dissenter's estimate of the fair value,
then the Company will commence a proceeding in the Idaho District
Court for the County of Kootenai.  The Court may appoint
appraisers and shall assess the costs of the proceeding,
including reasonable compensation and expenses of appraisers
appointed by the Court, against the Company unless the Court
determines that the dissenters acted arbitrarily, vexatiously, or
not in good faith.


RESERVATION OF RIGHTS

The Board of Directors reserves the right to abandon the
Transaction without further action by the Shareholders at any
time before the filing of the amendments with the Secretary of
State, even if the Transaction has been authorized by the
Shareholders at the Annual Meeting.


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL NO.
1 TO AMEND THE ARTICLES OF INCORPORATION TO EFFECT A
REVERSE/FORWARD
STOCK SPLIT.

PROPOSAL NO. 2
ELECTION OF DIRECTORS

The Board of Directors of the Company will be comprised of five
members.  The names, ages, business experience during the past
five years and positions of the nominees for Directors are set
forth below.  All Directors serve until the next annual meeting
of the Company's shareholders and until their successors are
elected and qualified or until their earlier resignation, removal
or death.  Officers are appointed annually by the Board of
Directors at the organizational meeting of the Directors
following the annual meeting of shareholders.  There are no
arrangements or understandings between any nominee and any other
nominee pursuant to which the nominee is listed below.




NOMINEES FOR DIRECTORS

	NAME		AGE	POSITION      TERM SERVED

Jimmie T.G. Coulson	69	Director,	Jan. 1976
5920 S Phalon Lane		President,	Jan. 1982
Spokane WA 99223		CEO		Jan. 1982

Marilyn A. Schroeder	51	Director,	Dec. 1991
N. 15406 Lloyd Lane		Treasurer,	Jan.  1982
Mead WA 99021			CFO		Jan.  1982
				Vice-President	May 1998

Wendell J. Satre	84	Director	Mar. 1989
2822 E Snowberry Lane
Spokane WA 99223

Robert P. Shanewise, MD	81	Director	Mar. 1989
921 West Comstock Ct.
Spokane WA 99203

Lawrence A. Stanley	74	Director	Feb. 1997
311 West 32nd Avenue
Spokane WA  99203

Mr. Coulson has been a Director of Cd'A since January 1976 and
President and Chief Executive Officer of Cd'A since January 1982.
 Mr. Coulson also is a Director of Inland Northwest Bank, a
Washington state-chartered commercial bank.  He is a member of
the Metals Service Center Institute Planning and Policy committee
and a past Director of Spokane Area Economic Development Council.

Mr. Satre has been a Director of Cd'A since March 1989.  He is a
retired chairman and CEO of Washington Water Power (currently
operating as Avista Corp).  He also is a Director and chairman of
Output Technology Corporation, a manufacturer of high speed
printers, president and chairman of the Board of Directors of
Consolidated Electronics, Inc. and a Director of Key Tronic
Corporation where he served as acting president from August 1991
to March 1992.

Ms. Schroeder has been Treasurer and Chief Financial Officer of
Cd'A since January 1982 and has been a Director of Cd'A since
December 1991 and a Vice President of Cd'A since 1998.  She also
is a member of the Board of Directors of Associated Industries of
the Inland Northwest and a member of the Metals Service Center
Institute Management Information Committee.

Dr. Shanewise has been a Director of Cd'A since March 1989.  Dr.
Shanewise has been an orthopedic surgeon for Orthopedic
Associates, Inc., from 1955 to present.  He also was a Director
of Conjecture from 1979 to February 1993 and President of
Conjecture from 1987 to the merger date of February 2, 1993.  Dr.
Shanewise is the owner of Moran Vista Assisted Living Facility.

Lawrence A. Stanley is the founder of Empire Bolt and Screw and
has been the CEO since its incorporation in 1974.  He also served
as President from 1974 through 1995.  He is the immediate past
Chairman of the Board of Avista Corporation, and a current
Director of Output Technology Corporation, a manufacturer of high
speed printers for industry.  He is past Chairman of the
Association of Washington Businesses and the Spokane Area Chamber
of Commerce.



The Directors recommend a vote in favor of the nomination of
these Directors.

COMPENSATION OF EXECUTIVE OFFICERS

Executive Officers of the Company

The following information is provided about the Company's present
executive officers.

NAME	 		  AGE	POSITION & TERM SERVED
			9/28/02

Jimmie T.G. Coulson	   69	Director since January 1976
				President and CEO since January 1982

Marilyn A. Schroeder	   51	Director since December 1991
				Treasurer and CFO since Jan. 1982.
 				Vice President since May 1998

Lawrence A. Coulson	   44	General Manager of Stock Steel
				since Oct. 1986
				Vice President of Stock Steel
				since January 1990

Joel E. Simpson	  	   45	Vice President since August 1995 **
				General Manager Cd'A Ind Fab
				Nov. 1993 - September 2001
				Vice President - Special
				Accounts Manager
				Since October 2001

COMPENSATION

Name & Principal			  Other Annual
Position		Yr	Salary*	  Compensation    Bonus    Total
________________________________________________________________________
Jimmie Coulson 		01	$122,950*     0		    0	 $120,735
President, CEO		00	$120,735*     0		    0	 $120,735
			99	$112,262*     0		    0	 $112,262


* Based upon salaries paid or accrued during fiscal years ended
September 29, 2001, September 30,2000 and September 25, 1999.  There
are no employees other than the CEO who receive compensation in excess
of $100,000 annually.  Includes contribution to employee profit-sharing
and 401(k) plan  ("the plan") of $3,398 in 2001, $3,364 in 2000 and $1,785
in 1999.  The plan is qualified under Section 401 and 501 of the
Internal Revenue Code of 1986.  All employees are eligible to
participate after one year of service if they are 21 years of
age or older and meet the minimum hours worked requirement.
The plan is funded by discretionary contributions determined
by the Cd'A Board of Directors and as of July 1, 1998, by a
50% match to employee contributed funds to a maximum of 6% of
salary.  The profit-sharing contributions are allocated to
participants based on the participant's salary as a percentage
of total salaries of all participants.  Vesting occurs on an
incremental basis between the third and seventh year of
service.  No distributions were made to any executive officer
during the last three fiscal years except as required to
refund any excess deferrals.  During the last three years the
Company made no profit sharing contributions.

**  Because of a change in Mr. Simpson's duties and responsibilities,
he is not considered an executive officer after October 1, 2001.



OTHER TRANSACTIONS

Compensation of Directors

Directors who are not officers of the Company are paid $400 for
each regular meeting attended, $200 for each special meeting
attended and $200 for all committee meetings not held in
conjunction with a full Board Meeting.

Committees of the Board of Directors
The following is a list of standing committees and members of
each:

		                           NO. MEETINGS FYE
COMMITTEE		MEMBERS              SEPTEMBER 2001

EXECUTIVE	*	Jimmie Coulson		0
			Wendell J. Satre	0
			Robert P. Shanewise	0
			Lawrence A. Stanley	0

AUDIT		*	Lawrence A. Stanley	1
			Robert P. Shanewise	1
			Wendell J. Satre	1

COMPENSATION	*	Robert P. Shanewise	1
			Lawrence A. Stanley	1
			Wendell J. Satre	1

NOMINATING	*	Wendell J. Satre	1
			Lawrence A. Stanley	1
			Jimmie T. G. Coulson	1
			Robert P. Shanewise	1

*  Committee Chairperson

The duties of the Committee are as follows:

Executive Committee.  The Executive Committee shall have the full
authority of the Board of Directors to take action upon such
matters as may be referred to the Committee by the Board of
Directors.

Audit Committee.  The Audit Committee meets with the independent
public accountants at least annually to review financial data and
address issues relevant to the operation of the Company.

Compensation Committee.  The Compensation Committee receives and
considers recommendations from the chief executive officer for
salaries and other forms of compensation for the executive
officers and makes recommendations to the Board of Directors on
these matters.

Nominating Committee.  The responsibilities of the Nominating
Committee include recommending persons to act as Directors,
preparing for and recommending replacements for any vacancies in
Director positions during the year, and initial review of policy
issues regarding the size and composition of the Board of
Directors.



There were four regularly scheduled Board meetings during the
fiscal year ended September 30, 2001.  All Directors were in
attendance at all regular meetings, including Committee meetings.
All committee meetings were attended by the full committee.

Audit Committee Report

The Audit Committee of the Board of Directors is composed of
three Directors who are independent Directors as defined by the
applicable rule of the NASD listing standards.  The Board of
Directors has not adopted a written charter for the Audit
Committee.

The responsibilities of the Audit Committee include recommending
to the Board of Directors an accounting firm to be engaged as the
Company's independent accountants.  Management is responsible for
the Company's financial statements and the financial reporting
process, including the system of internal controls.  The
independent accountants are responsible for expressing an opinion
on the conformity of those audited financial statements with
accounting principles generally accepted in the United States.
The Audit Committee's responsibility is to oversee these
processes and the activities of the Company's internal audit
department.

In this context, the Audit Committee has met and held discussions
with management and the independent accountants.  Management
represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants.  The
Audit Committee discussed with the independent accountants
matters required to be discussed by Statement On Auditing
Standards No. 61, "Communication with Audit Committees".

The Company's independent accountants also provided to the Audit
Committee the written disclosures and the letter required by
Independent Standards Board Standard No. 1, "Independence
Discussions with Audit Committees".  The Audit Committee also
considered the compatibilities of non-audit services with the
accountants' independence.

In fulfilling its oversight responsibilities, the Audit Committee
has reviewed and discussed with management and the independent
accountants the Company's audited financial statements contained
in the Company's Annual Report on Form 10-KSB for the year ended
September 29, 2001.  The Audit  Committee recommended that the
Board of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-KSB for the
year ended September 29, 2001, as filed with the Securities and
Exchange Commission.

The Audit Committee discussed with the Company's independent
accountants the overall scope and plans for their audit.  The
Audit Committee meets with the internal and independent
accountants, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's
internal controls and the overall quality of the Company's
financial reporting.


This report is submitted by the Audit Committee.  Its members
are:
		Lawrence A. Stanley, Chairman
		Wendell J. Satre
		Robert P. Shanewise



Filing Requirements

With respect to the Company's most recent fiscal year, the
records of the Company indicate that the Directors and executive
officers have filed all required Forms 3, 4 and 5 on a timely
basis.



	SECURITY OWNERSHIP AND CERTAIN
	BENEFICIAL OWNERSHIP OF MANAGEMENT



The following table sets forth the beneficial ownership of
Cd'A Common Stock as of May 1, 2002  by each person known by Cd'A
to be a beneficial owner of 5% or more of Cd'A Common Stock.  As
of such date, a total of 5,335,530 shares of Cd'A Common Stock
were outstanding.  This disclosure is made pursuant to certain
rules and regulations promulgated by the Securities and Exchange
Commission and in certain instances the number of shares shown as
being beneficially owned may not be deemed to be beneficially
owned for other purposes.

Title of	Name and Address	Amount and 	Percent of
Class		Of Beneficial Owner	Nature of 	Class
					Beneficial
					Ownership

Common Stock   	Jimmie & Arlene Coulson
           	5920 S Phalon Lane
           	Spokane WA  99223	2,697,141	  50.56

Common Stock   	Lawrence A. Coulson*
          	South 5711 Corkery Road
          	Spokane WA  99223	  393,427	   7.37



*  Lawrence Coulson is the son of Jimmie Coulson


(b)	SECURITY OWNERSHIP OF MANAGEMENT.

     The following table sets forth the beneficial ownership of
Cd'A Common Stock as of December 2, 2001 by each Director and
executive officer of Cd'A, named individually, and all Directors
and executive officers of Cd'A as a group, without naming them.
This disclosure is made pursuant to certain rules and regulations
promulgated by the Securities and Exchange Commission and in
certain instances the number of shares shown as being
beneficially owned may not be deemed to be beneficially owned for
other purposes.

Title of       	Name and Address of    	Amount and
Class 		Beneficial Owner  	Nature of       Percent of
					Beneficial 	 Class
Ownership

Common Stock   	Jimmie & Arlene Coulson
           	5920 S Phalon Lane
           	Spokane WA  99223        2,697,141**	  50.56

Common Stock	Lawrence A. Coulson
		5711 S. Corkery Road
		Spokane WA  99223	   393,427**	   7.37

Common Stock   	Marilyn A. Schroeder
          	N. 15406 Lloyd Lane
          	Mead WA  99021             249,791	   4.68

Common Stock	Wendell J. Satre
	        2822 E Snowberry Lane
        	Spokane WA  99223              389         0*

Common Stock   	Joel E. Simpson
		E. 1306 Sara Lane
		Spokane WA 99223	    27,244         0*

Common Stock   	Robert Shanewise, M.D.
           	921 W. Comstock Court
           	Spokane WA  99203           96,809         1.81

Common Stock   	Lawrence A. Stanley
	        311 West 32nd
           	Spokane WA  99203              389         0*

Common Stock   	All Directors & executive
           	officers as a group

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

          	(7 persons)          	 3,465,190        64.95


*   Indicates less than 1% of outstanding shares of class.
** Includes 1/3 ownership (11,904 shares) of CINV, a family
partnership with 35,714 shares



	CERTAIN RELATIONSHIPS AND RELATED
	TRANSACTIONS

During October, 1993, the Company sold $250,000 convertible
debentures in a private placement.  The debentures were due on
October 31, 1998 but the initial term was extended for one year
through October 30, 1999.  The interest rate was 8-3/4% for the
period of the extension.  The debentures were secured by a second
lien on the real estate.   Reference is made to the form 10-KSB
for the fiscal year ended September 29, 2001, Item 2, which is
incorporated by reference herein.

PROPOSAL NO. 3
SELECTION OF INDEPENDENT CERTIFIED
	PUBLIC ACCOUNTANTS

BDO Seidman has examined the financial statements of the Company
starting with the fiscal year ended September 30, 1989 through
fiscal year ended September 29, 2001.  The Directors recommend
that their appointment for fiscal 2002, (the period ending
September 28, 2002) be approved by the shareholders.  If a
majority of the shares present at the meeting fails to approve
the appointment of BDO Seidman as independent certified public
accounts, the Board of Directors will consider the selection of
another accounting firm.  The principal accountant for the
current year and the most recently completed year will not be
present at the annual meeting of shareholders.  A representative
of BDO Seidman is not expected to be present at the annual
meeting of shareholders.  Therefore BDO Seidman will not have the
opportunity to make a statement or respond to questions.

Audit Fees:

The aggregate fees billed by BDO Seidman, LLP for professional
services for the audit of the Company's annual consolidated
financial statements for fiscal 2001 and the review of the
consolidated financial statements included in the Company's
Annual Report on Form 10-KSB for fiscal 2001 were $26,229.  Fees
billed by BDO Seidman, LLP for professional services related to
reviews of the financial statements included in the quarterly
Form 10-QSB during the 2001 fiscal year were $7,398.

Financial Information Systems Design and Implementation Fees:
There were no fees billed by BDO Seidman, LLP to the Company for
financial information systems design and implementation for
fiscal 2001.

All other fees:
The aggregate fees billed to the Company for all other services
rendered by BDO Seidman, LLP for fiscal 2001 were $1,525.

The Audit Committee feels that the services rendered by BDO
Seidman are compatible with maintaining the principal
accountant's independence.








	SHAREHOLDERS' PROPOSALS FOR
	2003 ANNUAL MEETING

The Company has had to change the date of its annual meeting in
2002 by more than thirty (30) days from the date of the annual
meeting in 2001.  Notice of a Shareholder Proposal for the 2003
Annual Meeting must be received on or before November 15, 2002,
or it will be considered untimely.  Proposals of Shareholders
intended to be presented at the 2003 annual meeting should be
submitted by certified mail, return receipt requested, and must
be received by the Company at its headquarters in Spokane,
Washington on or before that date to be eligible for inclusion in
the Company's proxy statements and former proxy card relating to
that meeting.  Shareholder proposals should be submitted to the
Secretary of The Coeur d'Alenes Company, P.O. Box 2610, Spokane,
WA 99220-2610.  Any such proposal should comply with the
Securities and Exchange Commission rules governing shareholder
proposals submitted for inclusion in proxy materials.


	FORM 10-KSB FOR THE YEAR ENDED
	SEPTEMBER 29, 2001

A copy of the Annual Report on Form 10-KSB for the year ended
September 29, 2001 which was filed with the Securities & Exchange
Commission has been included with this proxy statement.  The
financial statements for the fiscal year ended September 29, 2001
and September 30, 2000, included in the Annual Report, are
incorporated herein by reference.  Because of the expense
associated with producing and mailing, the Exhibits have been
omitted.  Reference is made to the Form 10-KSB, Part IV, Item 13
(List of Exhibits) which is incorporated herein by reference.  A
copy of the exhibits as filed with the Securities and Exchange
Commission, will be sent to shareholders upon request and upon
payment of a reasonable charge.  Requests should be made to:

	The Coeur d'Alenes Company
	Attn: Arlene Coulson
	PO Box 2610
	Spokane WA 99220-2610

Reference is made to the Form 10-KSB for the fiscal year ended
September 2001, Item 2 (Description of Property) Item 10 and Item
13 (List of Exhibits) which is incorporated herein by reference.

FORM 10-QSB FOR THE NINE MONTHS ENDED
JUNE 25, 2002

A copy of the Quarterly Report on Form 10-QSB for the nine month
period ended June 25, 2002 which was filed with the Securities
and Exchange Commission on August 1, 2002 has been included with
this proxy statement and the financial information included
therein is incorporated be reference.


	OTHER MATTERS TO COME BEFORE
	THE MEETING

No other matters are intended to be brought before the meeting by
the Company nor does the Company know of any matters to be
brought before the meeting by others.  If, however, any other
matters properly come before the meeting, the persons named in
the proxy will vote the shares represented thereby in accordance
with their judgment on any such matters.

	By order of the Board of Directors

	Arlene Coulson, Secretary

EX-1

EXHIBIT A
TEXT OF ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE COEUR D'ALENES COMPANY

	The text of the first Amendment of Article Fourth of the Articles of
Incorporation of The Coeur d'Alenes Company is as follows:

1.	Article Fourth shall be amended to read in its entirety as follows:

The Corporation hereby effects a reverse stock split by changing and
reclassifying each 1,000 shares of the authorized shares of common stock
to 1 share so that the total number of authorized shares is reduced from
Ten Million (10,000,000) shares of common stock, having no par value, to
One Thousand (1,000) shares of common stock having no par value.
Fractional shares held by shareholders who as a result of the reverse
stock split hold less than 1 share will be converted into the right to
receive the fair value of such fractional interest as determined by the
Board of Directors of the Corporation.

2.	Said amendment has been duly adopted in accordance with the
provisions of Idaho Code 30-1-1003 by approval of the Board of Directors
and by the affirmative vote of the holders of at least a majority of
the outstanding shares of common stock entitled to vote thereon.

The text of the second Amendment of Article Fourth of the Articles of
Incorporation of The Coeur d'Alenes Company is as follows:

1.	Article Fourth shall be amended to read in its entirety as follows:

The Corporation hereby effects a forward stock split by changing and
reclassifying each one share of the authorized shares of common stock of the
Corporation, no par value, into One Thousand (1,000) shares of such common
stock.  Article Fourth of the Articles of Incorporation hereafter will state
in full as follows:

FOURTH:

	The capital stock of this Corporation shall consist of Ten Million
(10,000,000) shares of common stock, having no par value.

2.	Said amendment has been duly adopted in accordance with the
provisions of Idaho Code 30-1-1003 by approval of the Board of Directors
and by the affirmative vote of the holders of at least a majority of
the outstanding shares of common stock entitled to vote thereon.

EXHIBIT A

EX-2

THE COEUR D'ALENES COMPANY

This Proxy is Solicited on Behalf of the Board of Directors


The undersigned holder of shares of capital stock of THE COEUR D'ALENES
COMPANY ("Cd'A") hereby appoints Jimmie T.G. Coulson and Marilyn A.
Schroeder, and each of them, with power of substitution, as proxy of the
undersigned to attend the Annual Meeting of Shareholders of Cd'A to be held
on November 18, 2002, and any postponements or adjournments thereof, and to
vote all shares of capital stock of Cd'A the undersigned would be entitled
to vote if personally present as follows:

PROPOSAL SECTION

NOTE:  Please sign this proxy exactly as your name appears on the label.
Joint owners should each sign personally.  If signing as Attorney, Executor,
Administrator, Guardian or Trustee, please list full title.  If a
corporation, please provide full corporate name and have a duly authorized
officer or officers sign on behalf of the corporation and list full title.
If your address is incorrect or the zip code is missing, please indicate
corrections or provide zip code to facilitate future mailings.

The shares represented by this proxy will be voted at the meeting and will be
voted in accordance with the specification made.  If no specification is
made, such shares shall be voted in favor of each action.

As to any other matters which may properly come before the Annual Meeting,
the undersigned hereby confers discretionary authority upon said proxies.

The Board of Directors recommends a vote for the proposal to amend the
Company's amended and restated certificate of incorporation to effect a
reverse stock split followed by a forward stock split of the Company's Common
Stock.

The Board of Directors recommends a vote FOR the election of each nominee for
director.

Jimmie Coulson
Marilyn Schroeder
Wendell Satre
Robert Shanewise
Lawrence Stanley

The Board of Directors recommends a vote for the ratification of BDO Seidman
as independent certified public accountants for the company.


VOTING SECTION

Place "X" Only in One Box

1.  Proposal to amend the Company's amended & restated certificate of
incorporation to effect a reverse stock split followed by a forward stock
split of the Company's Common Stock.

FOR      AGAINST     ABSTAIN




2.  Election of Nominees

( ) For All Nominees

( ) Withhold All Nominees

( ) For All Except as Listed Below

LIST EXCEPTIONS:





3.  Ratification of the selection of BDO Seidman as independent certified
public accountants for the Company.


FOR     AGAINST    ABSTAIN



                     , 2002

        (Signature)

     (Joint Signature)






PROXY CARD INSTRUCTIONS

This Proxy Card is made up of two sections.

The Proposal Section has been designed to present the issuer's proposals for
your consideration.  You may wish to retain this section for your records.

The Voting Section has been designed to accommodate the various proposals and
offer quick and accurate tabulation of your valued vote.


For Election of Nominees:

Mark "FOR ALL" if you wish to vote for all nominees.

Mark "WITHHOLD ALL" if you wish to vote against all nominees.

Mark "FOR ALL EXCEPT LISTED BELOW" if you wish to withhold authority for any
individual nominee.  Then, write the name of the nominee for whom you wish to
withhold authority in the space provided.  If you wish to withhold authority
for more than one nominee, simply list the names in the spaces provided.

Note:  Please sign as name appears.  Joint owners should each sign.  When
signing as attorney, executor, administrator, trustee or guardian, give full
title as such.

It is very important that you date and sign your card.  Failure to do so may
result in your proxy being declared invalid.

After making your selections, signing and dating the card, carefully detach
the Voting Section and return it to us for tabulation using the enclosed
postage paid envelope.

EX-3

THE COEUR D'ALENES COMPANY
PO BOX 2610
SPOKANE WA  99220-2610
Phone (509) 924-6363
Fax   (509) 924-6924


October  8, 2002

Dear Shareholder:

You are invited to the Annual Meeting of Shareholders of the Company
to be held Monday, at 1:30 p.m., November 18, 2002 PST in the Company
Boardroom, 3900 E. Broadway, Spokane, WA.  Details of the business we
will be conducting at the Annual Meeting are contained in the
accompanying Notice of Annual Meeting and Proxy Statement.  We hope that
you will be able to attend.  In any event, your vote is important.
So, please sign, date, tear off proxy stub and return the proxy in the
postage paid, return addressed envelope.

Partially reflecting the conditions of our Nation's steel industry and that
of our Northwest Aluminum Smelter market, The Coeur d'Alenes Company
profits for fiscal year ended September 30, 2001 were non-existent.
We had a loss of 2 cents a share compared to a net income of 3 cents
a share for 2000.

As I reported to you in the last annual meeting our steel service center
"...was struggling... ".   We continued to struggle throughout 2001 unable
to offset the price deflation brought about by the effect foreign steel
dumping has had upon the domestic steel mill industry:  Since the beginning
of 1998, over 30 steel mills have entered some form of bankruptcy.  Simply
put, we are operating with 1980 prices and 2001 costs.

Although we were able to maintain our volume of steel and our gross margin
percent we were unable, because of the price deflation, to match the margin
dollars thus generating a negative profit.   Exacerbating our steel pricing
problems, all our smelter industry customers shut down due to both the
energy problems that plagued the Northwest and soft aluminum prices.
Since our niche for fabrication was serving the smelter industry, we
necessarily had to shut down our fabricating business.  At the same time,
the smelter shut downs eliminated our steel distribution business' volume
to the smelters as well as to the other customers that sold to them.
Altogether, these problems caused us to lose about 25 percent of our
business volume.  Necessarily then, our employment reduced about 27 percent.

Facing the need to increase dollar margin volume we have added another
product to our distribution mix.  Aluminum, with the soon to be added
stainless steel, copper and brass, are natural additions since many of our
customers utilize more than just steel.  Our plan is to be fully prepared to
serve the market with all the new products by the end of 2002.  We have
chosen North Idaho to open our third metals convenience store.  The other
two are in Wenatchee and Spokane.

The Coeur d'Alenes Company begins its 119th year of operation during 2002.
CDA started business in Murray, Idaho during 1884 as a supplier of metals
and tools to mining prospectors of North Idaho's famed Coeur d'Alene Mining
District.

Yours very truly,
THE COEUR D'ALENES COMPANY



Jim Coulson, President & CEO

EX-4

BUSINESS VALUATION AND FINANCIAL ADVISORY SERVICES
CRONKITE & KISSELL

November 15, 2001


Marilyn A. Schroeder
Chief Financial Officer
The Coeur d'Alenes Company
3900 East Broadway I
Spokane, WA 99202

Dear Ms. Schroeder:

At your request, we have appraised the fair market value of the common stock of
The Coeur d'Alenes Company ("Coeur d'Alenes" or the "Company") as of August 31,
2001.

It is our understanding that you are contemplating a reverse stock split that
would reduce outstanding shares and result in the buy-out of approximately 300
to 400 minority shareholders.  Your objective is to effect the buy-out on the
basis of a fair market value assessment by an independent valuation firm.

The term "fair market value," as used herein, is defined as the price at which
an asset would change hands between a willing buyer and a willing seller when
the former is not under any compulsion to buy and the latter is not under any
compulsion to sell, and both parties are able, as well as willing, to trade and
are well-informed about the asset and the market for that asset.

It is the understanding of Cronkite & Kissell, upon which it is relying, that
the Company' s Board of Directors and any other recipient of the appraisal will
consult with and rely solely upon their own legal counsel with respect to said
definitions. No representation is made herein, or directly or directly by the
appraisal, as to any legal matter or as to the sufficiency of said definitions
for any purpose other than setting forth the scope of Cronkite & Kissell's
appraisal hereunder.

In connection with this appraisal, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:

     1.   met with certain members of the senior management of the Company to
discuss the  operations, financial condition, future prospects and projected
operations and performance of the Company;

     2.   reviewed the Company's internally-prepared financial statements for
the eleven months  ended August 25, 2000 and 2001 and the audited financial
statements for the five fiscal years ended September 30, 2000;

     3.   reviewed publicly available financial data for certain companies that
we deem comparable to the Company; and

     4.   conducted such other studies, analyses and inquiries as we have
deemed appropriate.


We have relied upon and assumed, without independent verification, that there
has been no material change in the assets, financial condition, business or
prospects of the Company since the date of the most recent financial statements
made available to us.

We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not assume any
responsibility with respect to it. We have not made any physical inspection or
independent appraisal of any of the properties or assets of the Company.

All valuation methodologies that estimate the worth of an enterprise as a
going-concern are predicated on numerous assumptions pertaining to prospective
economic and operating conditions. Our opinion is necessarily based on
business, economic, market and other conditions as they exist and can be
evaluated by us as of the valuation date. Unanticipated events and
circumstances may occur and actual results may vary from those assumed. The
variations may be material.

Based upon the investigation, premises, provisos, and analyses outlined above,
it is our opinion that, as of August 31, 2001, the fair market value of the
common stock of Coeur d'Alenes on an aggregate minority interest basis is
reasonably stated in the amount of FOUR HUNDRED FORTY FOUR THOUSAND DOLLARS
($444,000) or approximately $.08 per share based on 5,340,804 common shares
issued and outstanding.

The accompanying exhibits more fully present the premises, analyses and logic
upon which the opinion is founded. The abbreviated format of the appraisal may
not conform to specific guidelines set forth in the Uniform Standards of
Professional Appraisal Practice (U.S.P.A.P.) pertaining only to the narrative
content of reports. Nonetheless, our work files contain all necessary analyses
and documentation to prepare a conforming narrative report, if so requested,
and our work product is otherwise in compliance with applicable standards of U.
S.P.A.P. Before relying upon the appraisal, the accompanying documentation and
exhibits should be read and analyzed in their entirety.

CRONKITE & KISSELL Cronkite & Kissell

Attachments

                         www.ckvalue.com
              Tel: 3I0.284.3131 Fax: 3I0.362.8886
 1888 Century Park East, Suite 1900   Los Angeles, California 90067





LIMITING FACTORS AND OTHER ASSUMPTIONS


In accordance with recognized professional ethics, the professional fee for
this service is not contingent upon Cronkite & Kissell's conclusion of value,
and neither Cronkite & Kissell nor any of its employees has a present or
intended financial interest in the Company.

The opinion of value expressed herein is valid only for the stated purpose and
date of the letter.

The conclusions are based upon the assumption that present management would
continue to maintain the character and integrity of the enterprise through any
sale, reorganization, or diminution of the owners' participation.

This letter and the conclusions arrived at herein are for the exclusive use of
the Company.  Furthermore, the letter and conclusions are not intended by the
author, and should not be construed by the reader, to be investment advice in
any manner whatsoever. The conclusions reached herein represent the considered
opinion of Cronkite & Kissell based upon information furnished to it by the
Company and other sources. The extent to which the conclusions and valuations
arrived at herein should be relied upon, should be governed and weighted
accordingly.

No opinion, counsel or interpretation is intended in matters that require legal
or other appropriate professional advice. It is assumed that such opinions,
counsel or interpretations have been or will be obtained from the appropriate
professional sources.



CERTIFICATION

The undersigned hereby certifies that we have no present or contemplated future
interest in the property that is the subject of this opinion and have no
personal interest or bias with respect to the parties involved; neither our
employment nor our compensation in connection with this with this opinion is in
any way contingent upon the conclusions reached or values estimated and
reflects our personal, unbiased professional judgment; this appraisal has been
prepared in conformance with the "Uniform Standards of Professional Appraisal
Practice" except as noted herein; no person or persons other than those
acknowledged below contributed significant professional assistance to the
undersigned.


Review Appraiser:

Dave Kissell, ASA

Contributing Appraiser:

Helena Nam Reich, ASA


The Coeur d'Alenes Company
Index of Exhibits


Exhibit Number                                                Exhibit Name
Exhibit 1                                                Valuation Summary
Exhibit 2                                     Historical Income Statements
Exhibit 2 (cont.)                                Historical Balance Sheets
Exhibit 2 (cont.)                                Historical Ratio Analysis
Exhibit 2 (cont.)                         Representative Earnings Analysis

Exhibit 3                               Description of Guideline Companies

Exhibit 4                     Financial Statements for Guideline Companies
Exhibit 4 (cont.)                                            Risk Analysis
Exhibit 4 (cont.)                                           Ratio Analysis

Exhibit 5      Market Approach - Guideline Public Companies Method Summary
Exhibit 5 (cont.)                                                   Graphs

Exhibit 6    Income Approach - Capitalization ofDebt-Free Cash Flow Method
Exhibit 7                              Cash Free Debt Free Working Capital
Exhibit 8                                 Weighted Average Cost of Capital
Exhibit 9               Premium for Control / Discount for Lack of Control
Exhibit 10                              Discount for Lack of Marketability


















The Coeur d'Alenes Company
Exhibit 1



Valuation Summary


                                                Indicated Weight Weighted

                                                  Value   Factor  Value


Market Approach P


  Guideline Public Companies Method (a)         $ 740,000 50,0% $ 370,000

Income Approach

  Capitalization of Debt-Free
  Cash Flow Method (b)                          $ 790,000 50.0% $ 395,000


Indicated Value of Equity, Controlling
Interest Basis (rounded)                                        $ 765,000


Shares Outstanding                                              5,340,804


Indicated Value of Equity, Per Share,
Controlling Interest Basis                                          $0.14

Less: Minority Interest Discount @   17% (c)                        (0.02)

Indicated Value of Equity, Per Share,
Minority Marketable Basis                                    $       0.12

Less: Lack of Marketability Discount @   30% (d)                    (0.04)

Concluded Value of Equity, Per Share,
Minority Non-Marketable Basis (rounded)                      $       0.08


Note:
(a) See Exhibit 5.
(b) See Exhibit 6.
(c)   Per empirical studies quantifying the discount for lack of control (see
Exhibit 9).
(d)   Per empirical studies quantifying the discount for lack of marketability
(see Exhibit 10).














The Coeur d'Alenes Company
Exhibit 2

Historical Financial Statements *


Income Statements  Dollars rounded to nearest thousand
  12MM          FYE          FYE           FYE           FYE         FYE
 25-Aug-01    30-Sep-00  25-Sep-99      26-Sep-98     27-Sep-97   28-Sep-96

Net Sales
$12,804 100% $12,700 100% $12,248 100% $14,368 l00% $12,859 100 $12,499 100%

Cost Of Sales
  9,252  72%   9.046  71%   8.958  73%  10,721  75%   9,498  74%  8,982  72%

Gross Profit on Sales
  3,552  28%   3,654  29%   3,290  27%   3,647  29%   3,361  26%  3,517  28%

SG & A
  3,079  24%   2,990  24%   2,696  22%   2,827  20%   2,813  22%  2,905  23%

Operating Income
    473   4%     664   5%     594   5%     820   6%     548   4%    612   5%

Other Income (Expenses)
     51   6%      66   1%      87   1%      62   0%     133   1%    168   1%

EBITDA
    524   4%     730   5%     680   6%     882   6%     681   5%    780   6%

Depreciation & Amortization
    300   2%     247   2%     230   2%     219   2%     200   2%    148   1%

EBIT
    225   2%     482   4%     450   4%     663   5%     482   4%    632   5%

Interest Expense
    268   2%     253   2%     248   2%     302   2%     301   2%    209   2%

Earnings Before Taxes
    (44) -0%     230   2%     202   2%     362   3%     181   1%    423   3%

Provision For Taxes
    (26) -0%      75   1%      60   1%     110   1%      55   0%    133   1%

Net Income
   ($18) -0%    $155   1%    $142   1%    $251   2%    $126   1%   $290   2%


Notes:
 + Source of Data: Management of Company














The Coeur d'Alenes Company
Exhibit 2 (Cent.)

Historical Financial Statements *    All dollars given in thousands
Balance Sheet

Assets
  Cash
   ($7) -0%     $116  2%      $32  1%      $39  1%      $89   1%    $67   1%

  Accounts Receivable
 1,177  17%    1,227 16%    1,019  15%   1,417 19%    1,241  17%  1,182  16%

  Inventories
 1,956  29%    2.681 34%    2,464  35%   2,553 34%    2,343  33%  2.789  38%

  Deferred Income Tax
    65   1        65   1%      65   1%      56  1%       46   1%     70   1%

  Other Current Assets
    24   0%        0   O%      21   0%       0  0%       24   0%      0   0%

  Total Current Assets
 3,215  47%    4,088  52%   3,602  51%   4,066 54%    3,743  52%  4,109  57%

  Gross Property, Plant 8t Equip.
 5,719  84%    5,631  71%   5,056  72%   4,896  65%   4,736  66%  5,333  74%

  Accumulated Depreciation
(2,170) -32%  (1.909)-24%  (1.715) -25% (1,539)-21%  (1,400)-20% (2,235)-31%

  Net Property, Plant Bt Equip.
 3,549   52%   3,722  47%   3,3416  48%  3,357  45%   3,335  47%  3.098  43%

  Other Assets
    42    1%      82   1%       68   1%     72   1%      73   1%     51   1%

Total Assets
S6,806  1OO%  $1,892 100%   S7,011 100% S7,495 100%  S7,152 100% $7,258 100%

Liabilities and Shareholders' Equity

  Current Portion Of Long-Term Debt
  $269    4%    $830  11%     S660   9%   $978  13%    $937  13%  $939   13%
  Accounts Payable
   783   12%     866  11%      540   8%    586   8%     614   9% 1,046   14%
  Accrued Liabilities
   212    3%     328   4%      297   4%    401   5%     308   4%   486    7%
  Other Current Liabilities
     0    0%       0   0%        0   0%      0   0%       0   0%     0    0%
  Total Current Liabilities
 1,264   19%   2,023  26%    1,497  21%  1,964  26%   1,858  26% 2,472   34%
  Long-Term Debt
 2,242   33%   2,437  31%    2,266  32%  2,456  33%   2,522  35% 2,159   30%
  Other Long-Term Liabilities
   184    3%     184   2%      156   2%    120   2%      65   1%    44    1%
  Total Liabilities
 3,691   54%   4,645  59%    3,920  56%  4,540  61%   4,445  62% 4,676   64%

Shareholders'Equity

 Preferred Stock
     0    0%       0    0%       0   0%      0   0%       0    0%    0    0%




 Common Stock
 1,175   17%   1,186   15%   1,186  17%  1,186  16%  1,186   17% 1,186   16%
 Additional Paid In Capital
     0    0%       0    0%       0   0%      0   0%      0    0%     0    0%
 Retained Earnings
 1,940   29%   2,072   26%   1,917  27%  1,775  24%  1,524   21% 1,399   19%
 Treasury Stock
     0    0%      11    0%       9   0%      6   0%      4    0%     4    0%
 Total Shareholders' Equity
 3,115   46%   3,247   41%   3,094  44%  2,955  39%  2,707   38% 2,581   36%
 Total Liab. & Shareholders' Equity
$6,806  100%  $7,892  100%  $7,014 100% $7,495 100% $7,152  100% $7,258 100%

Notes:

* Source of Data: Management of Company



The Coeur d'Alenes Company
Exhibit 2 (Cont.)


Historical Ratio Analysis


 25-Aug-01   30-Sep-00   25-Sep-99   26-Sep-98   27-Sep-97   28-Sep-96
Size:
 Sales
$12,804,360 $12,699,921 $12,247,613 $14,368,061 $12,858,765 $12,498,993
 EBITDA
   $524,480    $729,519    $680,137    $882,368    $681,244    $779,689
 EBIT
   $224,782    $482,466    $450,136    $663,328    $481,505    $632,026
 Total Assets
 $6,805,628  $7,891,729  S7,010,980  $7,495,192  $7,151,955  $7,257,623

Liquidity

 Debt-Free Current Ratio
       3.23        3.42        4.30        4.12        4.06       2.68
 Debt-Free Quick Ratio
       1.18        1.12        1.26        1.48        1.44       0.82
 Accounts Rec. Turnover (Days)
      33.55       35.26       30.37       36.00       35.23      34.51
 Accounts Payable Turnover (Days)
      30.90       34.92       22.01       19.94       23.58      42.53
 Inventory Turnover (Days)
      77.17      108.16      100.41       86.93       90.03     113.32
 Debt-Free Working Capital / Sales
      17.3%       22.8%       22.6%       21.4%       21.9%      20.6%
 Interest Coverage Ratio
       0.84        1.91        1.82        2.20        1.60       3.02


Financial Leverage:

 Total Liabilities / Total Assets
       54.2%       58.9%      55.90%      60.6%        62.2%      64.4%

Asset Utilization:
 Sales/ Receivables
      10.88        10.35      12.02       10.14        10.36      10.58
 Sales / Net Fixed Assets
      3.61          3.41       3.67        4.28         3.86       4.04
 Sales! Total Assets
      1.88          1.61       1.75        1.92         1.80       1.72
Margins:

 Gross Margin
     27.7%         28.8%      26.9%       25.4%        26.1%      28.1%
 EBITDA
      4.1%          5.7%       5.6%        6.1%         5.3%       6.2%
 EBTDA
      2.0%          3.8%       3.5%        4.0%         3.0%       4.6%
 EBIT
      1.8%          3.8%       3.7%        4.6%         3.7%       5.1%
 EBT
     -0.3%          1.8%       1.7%        2.5%         1.4%       3.4%
 Net Profit
     -0.1%          1.2%       1.2%        1.7%         1.0%       2.3%

Return On Investment

 EBITDA / (Book Equity + Debt)
      9.3%         11.2%      11.3%       13.8%        11.0%      13.7%
 EBIT / (Book Equity + Debt)
      4.0%          7.4%       7.5%       10.4%         7.8%      11.1%
 EBTDAI Book Equity
      8.2%         14.7%      14.0%       19.6%        14.0%      22.1%
 EBT / Book Equity
     -1.4%          7.1%       6.5%       12.2%         6.7%      16.4%
 EBITDAI Total Assets
      7.7%          9.2%       9.7%       11.8%         9.5%      10.7%
 EBITI Total Assets
      3.3%          6.1%       6.4%        8.9%         6.7%       8.7%


Annual Growth:
  Sales
      0.8%          3.7%     -14.8%       11.7%         2.9%        NA
  EBITDA
    -28.1%          7.3%     -22.9%       29.5%       -12.6%        NA
  EBIT
    -53.4%          7.2%     -32.1%       37.8%       -23.8%        NA




The Coeur d'Alenes Company
Exhibit 2 (Cent.)


Representative Earnings Analysis

    LTM                          Historical Fiscal Years Ended

 25-Aug-01   30-Sep-00   25-Sep-99   26-Sep-98   27-Sep-97   28-Sep-96
Sales
$12,804,360 $12,699,921 $12,247,613 $14,368,061 $12,858,765 $12,498,993

EBITDA
    524.480     729,519     680,137     882,368     681,244     779,689

Addback: Actual Officer's Compensation
Less: Market OfIicers's Compensation

Adjusted EBITDA
    524.480     729,519     680,137     882,368     681,244     779,689

Adjusted EBITDA as a % of Sales
      4.1%        5.7%        5.6%        6.1%        5.3%        6.2%


Less: Depreciation and Amortization Expense
  (299,698)   (247,053)   (230,001)   (219,040)   (199,739)   (147,663)

Adjusted EBIT
  $224,782 1  $482,466    $450,136    $663,328    $481,505    $632,026

Adjusted EBIT as a % of Sales

     1.8%        3.8%        3.7%        4.6%        3.7%        5.1%

  Representative Adjusted EBIT Margin            4.0%



The Coeur d'Alenes Company
Exhibit 3

Description of Guideline Companies

A.M. Castle & Co.

A. M. Castle & Co. is a metals service center company. The company provides a
complete range of inventories as well as preprocessing services to a wide
variety of customers. The company's business activities fall into one
identifiable core business segment as approximately 91% of all revenues are
derived from the distribution of its specialty metals products. These products
are purchased, warehoused, processed and sold using essentially the same
systems, facilities, sales force and distribution network. Since 1998, sales
mix of the company's core business came from Carbon and Stainless and Non-
Ferrous Metals. These metals are inventoried in many forms, including round,
hexagon, square and flat bars; plates; tubing; shapes, and sheet and coil.

Friedman Industries. Incorporated

Friedman Industries, Incorporated, is in the steel processing and distribution
business. The company has two product groups: coil processing and tubular
products. For coil processing, the company purchases domestic and foreign hot-
rolled steel coils, processes the coils into steel sheet and plate and sells
these products on a wholesale, rapid-delivery basis in competition with steel
mills, importers and steel service centers. The company also processes
customer-owned coils on a fee basis. Through its Texas Tubular Products
operation in Lone Star, Texas, the company purchases, processes, manufactures
and markets tubular products.

Metals USG Inc.

Metals USA, Inc. is engaged in the value-added proceSsing and distribution of
steel, aluminum and specialty metals, as well as manufacturing metal
components. During 1998, the company organized into four product groups: Plates
and Shapes, Flat Rolled, Specialty Metals and Building Products. In early 2001,
the company announced a change in the organization to improve operational
efficiencies and reduce administrative costs, which resulted in a reduction in
the number of product groups to three. The Flat Rolled Group will expand to
include all flat rolled processing operations of specialty metals and carbon
steel in a single business unit. Similarly, the non-flat rolled operations of
the former Specialty Metals Group will be included in an expanded Plates and
Shapes Group.

Olympic Steel, Inc.

Olympic Steel, Inc. is a North American steel service center specializing in
processing and distribution of large volumes of carbon, coated carbon and
stainless steel, flat-rolled sheet, coil and plate, and tubular steel products
from 13 facilities in eight Midwestern and eastern states. The company also
participates in two joint ventures in Michigan. Olympic

The Coeur d'Alenes Company
Exhibit 3 (Cent.)

Steel operates as an intermediary between steel producers and manufacturers
that require processed steel for their operations.  The company purchases flat-
rolled steel, typically from steel producers, and responds to its customers,
needs by processing steel to customer specifications and by providing critical
inventory and just-in-time delivery services.  Services include both
traditional service center processes of cutting-to-length,
slitting, shearing and roll forming and higher value-added processes of
blanking, tempering, plate burning, laser welding and precision machining of
steel parts.

Reliance Steel & Aluminum Co


Reliance Steel C Aluminum Co is one of the largest metals service center
companies in the United States.  The company has a network of 24 divisions and
15 subsidiaries operating metals service centers, with 80 processing and
distribution facilities in 23 states, France and Korea.  The company provides
value added metals processing services and distributes a full line of more than
80,000 metal products, including alloy, aluminum, brass, copper, carbon,
stainless and specialty steel products to more than 70,000
customers in a broad range of industries.  Some of these metals service centers
provide processing services for specialty metals only.  In addition, one of the
company's subsidiaries has two international locations, with a subsidiary
operating a distribution center in Fuveau, France and a 66.5% ownership
interest in a joint venture company operating a manufacturing facility in
Seoul, Korea.  The company also has a 50% ownership interest in American Steel

Ryerson Tull, Inc.

Ryerson Tull, Inc. is the sole stockholder of Joseph T. Ryerson & Son, Inc. and
J. M. Tull Metals Company, Inc. The company has a single business segment,
which is comprised primarily of Ryerson and Tull, leading steel service,
distribution and materials processing organizations.  The company also owns
certain joint venture interests, which are not material, in certain foreign
operations.  The company is a metals service center in the
United States based on sales revenue.  It has a current U.S. market share of
approximately 11%.  The company distributes and processes metals and other
materials throughout the continental United States, and is among the largest
purchasers of steel in the United States.

Steel Technolonies, Inc.

Steel Technologies, Inc. is an intermediate steel processor engaged in the
business of processing flat-rolled steel to specified close tolerances in
response to orders from industrial customers that require steel of precise
thickness, width, temper, finish and shape for their manufacturing purposes.
The processed steel is distributed from facilities located in Indiana,
Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio and South Carolina
in the United States and four facilities in Mexico.  The company's principal
processed products are cold-rolled strip and sheet, cold-rolled one-pass strip,
high carbon and alloy strip and sheet, hot-rolled strip and sheet, high
strength low alloy strip and sheet, hot-rolled pickle and oil and coated strip
and sheet, pickling of hot-rolled black coils, blanking and cut-to-length
processing of coil steel, and fabrication and welding of steel sheets and
plates.

Worthington Industries. Inc.

Worthington Industries, Inc. is a diversified steel processor that focuses on
steel processing and metals-related businesses.  For the fiscal year ended May
31, 2001, Worthington's operations were conducted through three business
segments: Processed Steel Products, Metal Framing and Pressure Cylinders. The
Processed Steel Products segment includes The Worthington Steel Company and The
Gerstenslager Company. The Metal Framing segment is made up of Dietrich
Industries, Inc. and the Pressure Cylinders segment consists of Worthington
Cylinder Corporation.  In addition, the company holds an equity position in
eight joint ventures.


Cronkire & Kissell





Guideline Public Companies - Income Statement

CASTLE (A M)& CO cas

                                   cas FISCAL YEAR END

INCOME STATEMENT  12MM      ($ MILLIONS)

 Jun0l    %    Dec00   %    Dec99   %    Dec98   %    Dec97  %     Dec96  %

Sales
$699.207 100 $744.509 100 $707.465 100 $792.846 100 $754.865 100 $672.617 100
 Cost of Goods Sold
 491.805  70  522.847  70  483.126  68  559.084  71  540.286  72  481.451  72

Gross Profit
 207.402  30  221.662  30  224.339  32  233.762  30  214.579  28  191.166  28
SGBtA
190.03 27  195.478  26  189.132  26  185.109  23  164.659  22  140.144  21
Operating Income Before Depr. & Amort.
  17.399   3   26.184   4   35.207   5   48.653   6   49.920   7   51.022   8
Depreciation & Amortization
   9.577   1    9.769   1    9.866   1    8.486   1    6.206   1    5.008   1
Interest Expense
  10.666   2   10.378   1   10.743   2    9.538   1    4.383   1    3.178   1
Operating Pretax Income
  (2.844)  0    6.037   1   14.598   2   30.629   4   39.331   5   42.836   6
Nonoperating Income/Expense
   0.000   0    0.100   0    0.100   0    0.100   0    0.200   0    0.300   0
Special Items
  (8.849) -1   (8.532) -1    0.000   0    0.000   0    0.000   0    0.000   0

Pretax Income
 (11.693) -2   (2.395)  0   14.698   2   30.729   4   39.531   5   43.136   6
Income Taxes
  (4.346) -1   (0.720)  0    5.984   1   12.207   2   15.686   2   17.032   3
Minority Interest
   0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0

Income Before Extra and Disc Op
  (7.347) -1   (1.675)  0    8.714   1   18.522   2   23.845   3   26.104   4
Extraordinary ltems
   0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
Discontinued Operations
   0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
Net Income
 ($7.347) -l  ($1.675)  0   $8.714   1  $18.522   2  $23.845   3  $26.104   4


 MONTH END INFORMATION
   Aug0l        Dec00        Dec99       Dec98        Dec97         Dec96


Price Per Share
  $11.59       $10.00       $11.75      $15.00        $22.88        $19.25

Common Shares Outstanding
   14.16        14.16        14.05       14.04         14.04         14.01
Common Stock Capitalization
 $164.126     $141.610     S165.064    $210.660      $321.188      $269.673
Outstanding Debt
 $169.224     $164.560     $126.540    $176.078       $93.423       $43.416
Outstanding Preferred Stock
   $0.000       $0.000       $0.000      $0.000        $0.000        $0.000
Total Capitalization
 $333.350     $306.170     $291.604    $386.738      $414.611      $313.089
 Beta
    0.22         0.40         0.62        0.43          0.54          0.40
 Debt %
   50.8%        53.7%        43.4%       45.5%         22.5%         13.9%


* All data obtained from Standard & Poor's Compustat database unless otherwise
noted.



The Coeur d'Alenes Company
Exhibit 4

Guideline Public Companies - Balance Sheet

CASTLE (A M) & CO   cas        FISCAL YEAR END
BALANCE SHEET *   ($ MILLIONS)

 Jun01   %   Dec00  %   Dec99   %    Dec98   %    Dec97   %   Dec96   %

Cash & Equivalents
 $2.603  1  $2.079  1  $2.578  0.6  $2.954  0.6  $2.775  0.8 $1.805  0.7
Net Receivables
 88.113 22  95.752 23  83.352 20.2  85.688 18.6  88.478 24.1 68.791 26.3
Inventories
158.451 39 163.206 40 169.618 41.0 217.152 47.2 152.028 41.5 93.315 35.7
Other Current Assets
  1.843  1   1.426  0   0.000  0.0   0.000  0.0   0.000  0.0  0.000  0.0

Total Current Assets
251.010 62 262.463 63 255.548 61.8 305.794 66.5 243.281 66.4 163.911 62.7
Gross Plant Property t Equip
 NA      0 180.754 43 187.809 45.4 177.780 38.7 153.640 41.9 128.857 49.3
Accumulated Depreciation
 NA      0  89.646 21  90.732 22.0  83.158 18.1  76.230 20.8  66.140 25.3
Net Plant, Property & Equip
 90.966 22  91.108 22  97.077 23.5  94.622 20.6  77.410 21.1  62.717 24.0
Other Assets
 66.221 16  65.280 16  60.716 14.7  59.547 12.9  45.684 12.5  34.742 13.3

TOTAL ASSETS
408.197 100  418.851 100  413.341 100  459.963 100  366.375 100  261.370 100


Debt In Current Liabilities
$3.425 1  $3.425  1  $3.915  0.9  $3.765  0.8  $2.688  0.7  $2.482  0.9
Accounts Payable
 72.678 18  84.734 20 102.976 24.9  98.835 21.5  98.813 27.0  63.860 24.4
Other Current Liabilities
18.682 5  18.984  5  22.106  5.3  21.981  4.8  22.010  6.0  17.560  6.7

Total Current Liabilities
 94.785 23 107.143 26 128.997 31.2 124.581 27.1 123.511 33.7  83.902 32.1
Long Term Debt
165.799 41 161.135 39 122.625 29.7 172.313 37.5  90.735 24.8  40.934 15.7
Other Liabilities
 21.891  5  21.332  5  19.908  4.8  19.057  4.1  15.420  4.2  14.608  5.6

TOTAL LIABILITIES
282.475 69 289.610 69 271.530 65.7 315.951 68.7 229.666 62.7 139.444 53.4

Preferred Stock
  0.000  0   0.000  0   0.000  0.0   0.000  0.0   0.000  0.0   0.000  0.0
Common Stock
 NA      0  27.625  7  27.625  6.7  27.465  6.0  27.293  7.4  26.681 10.2
Capital Surplus
 NA      0   0.000  0   0.000  0.0   0.000  0.0   0.000  0.0   0.000  0.0
Retained Earnings
 NA      0 105.775 25 119.720 29.0 121.948 26.5 114.794 31.3 100.381 38.4
Less: Treasury Stock
 NA      0   4.159  1   5.534  1.3   5.401  1.2   5.378  1.5   5.136  2.0


TOTAL EQUITY
125.722 31 129.241 31 141.811 34.3 144.012 31.3 136.709 37.3 121.926 46.6
TOTAL LIABILITIES & EQUITY
408.197 100  418.851 100  413.341 100  459.963 100  366.375 100  261.370 100


+ All data obtained from Standard & Poor's Canpurtat database unless otherwise
noted.





The Coeur d'Alenes Company
Exhibit 4


Guideline Public Companies - Income Statement FRIEDMAN INDUSTRIES
                               frd FISCAL YEAR END

INCOME STATEMENT *    12MM     ($ MILLIONS)
   Jun0l %    Mar0l   %     Mar00  %     Mar99  %     Mar98  %    Mar97   %

Sales
116.007 100  120.396 100  120.268 100  124.720 100  148.841 100  119.921 100
Cost of Goods Sold
106.177 91.5 109.808 91.2 110.560 91.9 113.692 91.2 135.315 90.9 109.156  91
Gross Profit
  9.830  8.5  10.588  8.8   9.708  8.1  11.028  8.8  13.526  9.1  10.765  9
SG&A
  4.519  3.9   4.686  3.9   4.479  3.7   4.695  3.8   5.193  3.5   4.196  4
Operating Income Before Depr. t Amort.
  5.311  4.6   5.902  4.9   5.229  4.3   6.333  5.1   8.333  5.6   6.569  6
Depreciation & Amortization
  1.011  0.9   1.048  0.9   1.043  0.9   0.672  0.5   0.666  0.4   0.646  1
Interest Expense
  0.568  0.5   0.624  0.5   0.546  0.5   0.714  0.6   0.514  0.3   0.509  0

Operating Pretax Income
  3.732  3.2   4.230  3.5   3.640 3.0    4.947  4.0   7.153  4.8   5.414  5
Non-operating Income/Expense
  0.1S1  0.1   0.206  O.2   0.158 0.1    0.418  0.3   0.135  0.1   0.086  0
Special Items
  0.000  0.0   0.000  0.0   0.000 0.0    0.000  O.0   O.000  0.0   0.000  0


Pretax Income
  3.883  3.3   4.436  3.7   3.798 3.2    5.365  4.3   7.288  4.9   5.500  5
Income Taxes
  1.321  1.1   1.508  1.3   1.291 1.1    1.824  1.5   2.478  1.7   1.870  2
Minority Interest
  0.000  0.0   0.000  0.0   0.000 0.0    0.000  0.0   0.000  0.0   0.000  0
Income Before Extra and Disc Op
  2.562  2.2   2.928  2.4   2.507 2.1    3.541  2.8   4.810  3.Z   3.630  3
Extraordinary Items
  0.000  0.0   0.000  0.0   0.000 0.0    0.000  0.0   0.000  0.0   0.000  0
Discontinued Operations
  0.000  0.0   0.000  0.0   0.000 0.0    0.000  0.0   0.000  0.0   0.000  0
Net Income
 $2.562  2.2  $2.928  2.4  $2.507 2.1   $3.541  2.8  $4.810  3.2  $3.630  3




 MONTH END INFORMATION:
  Aug01       MarOl        MarOO          Mar99        Mar98          Mar97

Price Per Share
 $2.80        $2.76         $3.81         $3.51        $6.10          $4.73
Common Shares Outstanding
  7.57         7.57          7.55          7.53         7.52           7.49
Common Stock Capitalization
$21.193      $20.890       $28.752       $26.458      $45.847        $35.431
outstanding Debt
 $5.400       $5.600        $8.400        $7.200       $7.167         $5.400
outstanding Preferred Stock
 $0.000       $0.000        $0.000        $0.000       $0.000         S0.00
Total Capitalization
$26.593      $26.490       $37.152       $33.658      $53.014        $40.831
Beta
   0.98         1.00          0.98          1.07         0.57           0.52
Debt%
  20.3%        21.1%         22.6%         21.4%        13.5%          13.2%


 All data obtained from Standard & Poor's Compustat database unless otherwise
noted.

The Coeur d'Alenes Company
Exhibit 4

Guideline Public Companies - Balance Sheet


FRIEDMAN INDUSTRIES   frd          FISCAL YEAR END

BALANCE  SHEET * ($ MILLIONS)

 Jun0l         Mar0l        Mar00         Mar99        Mar98        Mar97

Cash & Equivalents
 $0.321  0.7  $0.669  1.4  $0.444  1.0   $3.799  9.3  $1.362  3.0  $0.168  0
Net Receivables
  9.820 22.7  10.585 22.0  13.533 30.0    8.710 21.2  13.205 28.7  11.903 31
Inventories
 25.352 58.6  28.817 60.0  22.911 50.8   19.906 48.5  24.587 53.4  21.204 56
other Current Assets
  0.220  0.5   0.160  0.3   0.057  0.1    0.119  0.3   0.194  0.4   0.082  0

Total Current Assets
 35.713 82.5  40.231 83.8  36.945 81.9   32.534 79.3  39.348 85.5  33.357 88
Gross Plant, Property & Equip
 20.041 46.3  20.028 41.7  19.644 43.5   19.418 47.3  17.080 37.1  14.618 38
Accumulated Depreciation
 13.425 31.0  13.201 27.5  12.170 27.0   11.127 27.1  10.469 22.7   9.909 26
Net Plant, Property & Equip
  6.616 15.3   6.821 14.2   7.474 16.6    8.291 20.2   6.611 14.4   4.709 12
other Assets
  0.961  2.2   0.953  2.0   0,688  1.5    0.198  0.5   0.080  0.2   0.051  0

TOTAL ASSETS
$43.290 100. $48.011 100. $45.107 100.  $41.023 100 $46.039 100 $38.117 100


Debt In Current Liabilities
 $0.800  1.8  $0.800  1.7  $0.800  1.8   $0.800  2.0   $0.800  1.7 $0.800  2
Accounts Payable
  5.956 13.8  10.445 21.8   6.447 14.3    4.839 11.0   10.925 23.7  8.112 21
other Current Liabilities
  0.849  2.0   1.027  2.1   1.130  2.5    1.119  2.7    1.712  3.7  1.261  3

Total Current Liabilities
  7.605 17.6  12.272 25.6   8.377 18.6    6.758 16.5  13.437 29.2 10.173 27
Long Term Debt
  4.600 10.6   4.800 10.0   7.600 16.8    6.400 15.6   6.367 13.8  4.600 12
Other Liabilities
  0,570  1.3   0.561  1.2   0.507  1.1    0.442  1.1   0.502  1.1  0.562  2

TOTAL LIABILITIES
$12.775 30  $17.633 36.7 $16.484 36.5  $13.600 33.2 $20.306 44.1 $15.335 40

Preferred Stock
  0.000  0.0   0.000  0.0   0.000  0.0   0.000  0.0   0.000  0.0   0.000   0
Common Stock
  7.569 17.5   7.569 15.8   7.188 15.9   6.828 16.6   6.492 14.1   6.162  16
Capital Surplus
 27.703 64.0  27.704 57.7  26.879 59.6  25.725 62.7  23.680 51.4  22.377  59
Retained Earnings
 -4.757-11.0  -4.895-10.2  -5.444-12.1  -5.130-12.5  -4.439 -9.6  -5.757 -15
Less: Treasury Stock
  0.000  0.0   0.000  0.0   0.000  0.0    0.000  0.0   0.000 0.0   0.000  0

TOTAL EQUITY
$30.515 70.5 $30.378 63.3 $28.623 63.5  $27.423 66.8 $25.733 55.9 $22.782 60
TOTAL LIABILITIES 8r EQUITY
$43.290  100 $48.011  100 $45.107 100  $41.023 100  $46.039 100  $38.117 100


Al data obtained from Standard & Poor's Compustat database unless otherwise
noted.


The Coeur d'Alenes Company
Exhibit 4

Guideline Public Companies - Income Statement

METALS USA INC mui

                                                mui FISCAL YEAR END
INCOME STATEMENT * 12MM  ($ MILLIONS)

 Jun0      %     Dec00    %     Dec99   %     Dec98  %   Dec97   %  Dec96 %

Sales, net
1,800.400 100 2,021.600 100 1,745.400 100 1,498.800 100 507.800 100   NA  NA
Cost of Goods Sold
1,754.300  97 1,924.400  95 1,608.200  92 1,383.000  92 476.600  94   NA  NA
Gross Profit
   46.100  2.6   97.200  4.8  137.200  7.9  115.800  7.7 31.200  6.1  NA  NA
SG&A
    0.000  0.0    0.000  0.0    0.000  0.0    0.000  0.0  0.000  0.0  NA  NA
Operating Income Before Depr. & Amort.
   46.100  2.6   97.200  4.8  137.200  7.9  115.800  7.7 31.200  6.1  NA  NA
Depreciation & Amortization
   27.100  1.5   25.800  1.3   21.200  1.2   16.400  1.1  5.100  1.0  NA  NA
Interest Expense
   53.800  3.0    0.500  2.5   40.000  2.3   30.900  2.1  5.000  1.0  NA  NA
Operating Pretax Income
  -34.800 -1.9   20.900  1.0   76.000  4.4   68.500  4.6 21.100  4.2  NA  NA
Non-operating Income (Expense)
    0.400  0.0    1.600  0.1    0.700  0.0    1.600  0.1  0.100  0.0  NA  NA
Special Items
    0.000  0.0    0.000  0.0   -9.400 -0.5   -2.600 -0.2 -6.000 -1.2  NA  NA
Pretax Income
  -34.400 -1.9   22.500  1.1   67.300  3.9   67.500  4.5  15.200 3.0  NA  NA

Income Taxes
  -10.200 -0.6   10.800  0.5   27.500  1.6   27.500  1.8   9.200 1.8  NA  NA
Minority Interest
    0.000  0.0    0.000  0.0    0.000  0.0    0.000  0.0   0.000 0.0  NA  NA
Income Before Extra and DisC OP
  -24.200 -1.3   11.700  0.6   39.800  2.3   40.000  2.7   6.000 1.2  NA  NA
Extraordinary Items
   -1.800 -0.1    0.000  0.0    0.000  0.0    0.000  0.0   0.000 0.0  NA  NA
Discontinued Operations
    0.000  0.0    0.000  0.0    0.000  0.0    0.000  0.0   0.000 0.0  NA  NA
Net income
 -$26.000 -1.4  $11.700  0.6  $39.800  2.3  $40.000  2.7  $6.000 1.2  NA  NA


MONTH END INFORMATION:
  Aug0l         Dec00         Dec99          Dec98          Dec97      Dec96

Price Per Share
    $2.O5         $2.81        $8.50          $9.75        $15.25       NA
Common Shares Outstanding
    36.51         36.51        38.06          38.16         31.46      3.77
Common Stock Capitalization
   $74.845      $102.684     $323.468       $372.021      $479.795      NA
Outstanding Debt
  $556.400      $493.000     5440.800       $506.600      $173.000      NA
Outstanding Preferred Stock
    $0.000        $0.000       $0.000          0.000        $0.000      NA
Total Capitalization
  $631.245      $595.684     $764.268       $878.621      $652.796      NA
Beta
      0.97          0.88         0.77            NA            NA       NA
Debt %
     88.1%         82.8%        57.7%         57.7%         26.5%       NA


All data obtained from Standard dr Poor's Compustat database unless othenaise
noted.










The Coeur d'Alenes Company
Exhibit 4

Guideline Public Companies - Balance Sheet

METALS USA INC mui               FISCAL YEAR END

BALANCE  SHEET    ($ MILLIONS)

 Jun0l   %    Dec00   %    Dec99   %    Dec98    %    Dec97    %     Dec96    %

Cash & Equivalents
$11.300  1.0  $3.800  0.3  $4.700  0.4  $9.300  0.9  $7.300   1.6  $0.005  6
Net Receivables
225.400 19.7 120.800 10.9 128.900 12.3 189.800 18.6  91.400  19.6   0.000  0
Inventories
328.400 28.7 402.200 36.4 350.500 33.4 343.700 33.7 153.800  32.9   0.000  0
Other Current Assets
 22.300  1.9  20.600  1.9  21.800  2.1  16.200  1.6   5.400   l.2   0.000  0

Total Current Assets
587.400 51.4 547.400 49.5 505.900 48.2 559.000 54.8 257.900  55.2   0.005  6
 Gross Plant, Property & Equip
     NA  0.0 306.800 27.8 265,500 25.3 204.200 20.0 102.100  21.9   0.000  0
 less: Accumulated Depreciation
     NA  0.0  57.500  5.2  42.500  4.1  31.000  3.0  19.600   4.2   0.000  0
 Net Plant, Property L Equip
247.700 21.7 249.300 22.6 223.000 21.3 173.200 17.0  82.500  17.7   0.000  0
 Other Assets
308.500 27.0 308.100 27.9 320.400 30.5 287.300 28.2 126.600  27.1   0.083 94


TOTAL ASSETS
1.143.60 100 1,104.80 100 $1.049.30 100 1,019.50 100 467.00 100 0.088 100


 Debt In Current Liabilities
 $3.000  0.3  $3.100  0.3  $6.100  0.6  $4.000  0.4  $5.900   1.3  $0.000  0
Accounts Payable
156.000 13.6 157.900 14.3 145.500 13.9 107.500 10.5  50.900  10.9   0.000  0
Other Current Liabilities
 35.800  3.1  41.600  3.8  48.900  4.7  40.100  3.9  14.500   3.1   0.000  0

Total Current Liabilities
194.800 17.0 202.600 18.3 200.500 19.1 151.600 14.9  71.300  15.3   0.000  0
Long Term Debt
553.400 48.4 489.900 44.3 434.700 41.4 502.600 49.3 167.100  35.8   0.000  0
Other Liabilities
 39.100  3.4  37.200  3.4  34.700  3.3  23.700  2.3  11.500   2.5   0.049 56

TOTAL LIABILITIES
787.300 68.8 729.700 66.0 669.900 63.8 677.900 66.5 249.900  53.5   0.049 56

Preferred Stock
  0.000  0.0   0.000  0.0   0.000  0.0   0.000  O.O   0.000  0.0  0.000    0
Common Stock
  0.400  0.0   0.400  0.0   0.400  O.O   0.400  0.0   0.300  0.1  0.038   43
Additional Paid-In Capital
247.700 21.7 247.700 22.4 263.700 25.1 261.200 25.6 181.700 38.9  3.637 4133
Retained Earnings
108.200 9.5 127.000 11.5 119.800 11.4  80.000  7.8  35.100  7.5 -3.636-4132
less: Treasury Stock
  0.000  0.0   0.000  0.0   4.500  0.4   0.000  0.0   0.000  0.0   0.000   0

TOTAL EQUITY
356.300 31.2 375.100 34.0 379.400 36.2 341.600 33.5 217.100 46.5   0.039  44

TOTAL LIABILITIES & EQUITY
1,143.60 100 1,104.80 100 11,049.30 100 1,019.50 100 467.00 100 0.088 100


 All data obtained from Standard & Poor's Compustat database unless otherwise
noted.


The Coeur d'Alenes Company Exhibit 4

Guideline Public Companies - Income Statement

OLYMPIC STEEL INC                            FISCAL YEAR END

INCOME STATEMENT* 12MM   ($ MILLIONS)

    Jun01   %    Dec00   %    Dec99   %    Dec98   %    Dec97   %    Dec96   %
Sales, net
 $462.537 100 $520.359 100 $524.794 100 $576.189 100 $608.076 100 $560.062 100
 Cost of Goods Sold
  364.424  79  411.624  79  401.028  76  455.544  79  483.071  79  436.553  78
Gross Profit
   98.113  21  108.735  20  123.766  24  120.645  21  125.005  21  123.509  22
 SG&A
   95.016  21   99.847  19  102.312  20   98.723  17   96.895  15   88.799  16
Operating Income Before Depr. & Amort
    3.097   1    8.888   2   21.454   4   21.922   4   28.110   5   34.710   6
 Depreciation & Amortization
    9.316   2    9.222   2    7.852   2    6.973   1    6.003   1    4.328   1
 Interest Expense
    5.196   1    6.258   1    4.464   1    4.938   1    4.328   1    4.393   1
Operating Pretax Income
 (11.415)  -3  (6.592)  -1    9.138   2   10.011   2   17.779   3   25.989   5
Nonoperating Income (Expense)
  (4.250)  -1  (5.149)  -1  (4.002)   1  (3.013)   1  (3.624)   1  (3.301)  -1
 Special Items
  (1.178)  -0  (1.178)  -0    0.000   0 (19.488)   3    0.000   0    0.000   0
Pretax Income
 (16.843)   4 (12.919)  -3    5.136   1 (12.490)  -2   14.155   2   22.688   4
 Income Taxes
  (5.695)  -1  (4.198)  -1    1.977   0  (4.059)  -1    5.308   1    8.569   2
 Minority Interest
    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
Income Before Extra and Disc Op
 (11.148)  -2  (8.721)  -2    3.159   1  (8.431)  -2    8.847   2   14.119   3
 Extraordinary Items
    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
 Discontinued Operations
    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
Net Income
($11.148)  -2 ($8.721)  -2   $3.159   1 ($8.431)  -2   $8.847   2  $14.119   3

 MONTH END INFORMATION:
    Aug01        Dec00        Dec99        Dec98        Dec97        Dec96
Price Per Share
    $3.98        $1.97        $4.75        $5.00       $15.56       $25.38
Common Shares Outstanding
     9.63         9.33        10.09        10.69        10.69        10.69
Common Stock Capitalization
  $38.331      $18.370      $47.932      $53.460     $166.389     $271.310
Outstanding Debt
 $107.539     $68.009      $93.426       $76.520     $79.924      $64.582
Outstanding Preferred Stock
  $0.0000      $0.000       $0.000        $0.000      $0.000       $0.000
Total Capitalization
 $145.870     $86.379     $141.358      $129.980    $246.313     $335.892
Beta
     0.24        0.30         0.51          0.75        0.08         0.71
Debt %
    73.7%       78.7%        66.1%         58.9%       32.4%        19.2%
* All data obtained from Standard & Poor's Compustat database unless otherwise
noted.

The Coeur d'Alenes Company Exhibit 4

Guideline Public Companies - Balance Sheet

OLYMPIC STEEL INC                            FISCAL YEAR END

Balance SHEET *   ($ MILLIONS)

    Jun01   %    Dec00   %    Dec99   %    Dec98   %    Dec97   %    Dec96   %
 Cash & Equivalents
   $2.616   1   $1.449   1   $1.433   1   $1.825   1   $1.748   1   $2.018   1
 Net Receivables
   51.689  19    5.260   2    9.802   4    3.096   1    6.417   2    9.483   4
 Inventories
   80.869  30   89.404  40  119.585  45  121.407  47  132.230  50  138.238  57
 Other Current Assets
    8.658   3    7.724   3    6.693   3    5.752   2    1.780   1    2.516   1
Total Current Assets
143.832  54  103.837  46  137.513  51  132.080  52  142.175  53  152.255  63
 Gross Plant,Property & Equip
  160.553  60  158.843  70  156.849  59  144.762  57  124.292  47   93.954  39
 less: Accumulated Depreciation
   45.773  17   41.270  18   32.645  12   25.450  10   20.301   8   14.954   6
Net Plant,Property & Equip
  114.780  43  117.573  52  124.204  47  119.312  47  103.991  39   79.000  33
Other Assets
    7.310   3    3.519   2    5.290   2    4.716   2   19.368   7    9.875   4
TOTAL ASSETS
 $265.922 100 $224.929 100 $267.007 100 $256.108 100 $265.534 100 $241.130 100
 Debt In Current Liabilities
   $3.765   1   $6.061   2   $6.061   2   $4.888   2   $3.722   1   $1.869   1
 Accounts Payable
   20.014   7   18.398   8   20.671   8   28.911  11   24.266   9   25.267  11
 Other Current Liabilities
    8.584   3    8.213   4    9.516   4    9.426   4    9.138   3    9.131   4
Total Current Liabilities
   32.363  12   32.672  14   36.248  14   43.225  17   37.126  14   36.267  15
Long Term Debt
  103.774  39   61.948  28   87.365  33   71.632  28   76.202  29   62.713  26
Other Liabilities
    5.652   2    5.389   2    6.532   2    3.508   1    6.032   2    4.823   2
TOTAL LIABILITIES
 $141.789  53 $100.009  44 $170.145  49 $118.365  46 $119.360  45 $103.803  43
 Preferred Stock
    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
 Common Stock
   99.733  37   99.058  44  102.237  38  106.319  41  106.319  40  106.319  44
 Additional Paid-In Capital
    0.000   0    0.000   0    0.000   0.   0.000   0    0.000   0    0.000   0
 Retained Earnings
   24.400   9   25.862  11   34.583  13   31.424  12   39.855 150   31.008  12
Less: Treasury Stock
    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
TOTAL EQUITY
 $124.133  46 $124.920  56 $136.820  51 $137.743  53 %146.174  55  137.327  57
TOTAL LIABILITIES & EQUITY
$ 265.922 100 $224.929 100 $266.965 100 $256.108 100 $265.534 100 $241.130 100


* All data obtained from Standard & Poor's Compustat database unless otherwise
noted.





The Coeur d'Alenes Company Exhibit 4

Guideline Public Companies - Income Statement

RELIANCE STEEL & ALUMINUM CO                  FISCAL YEAR END

INCOME STATEMENT* 12MM
(% MILLIONS)
    Jun0l   %    Dec00   %    Dec99   %    Dec98   %    Dec97   %    Dec96   %
Sales,net
1,699.807 100 1,726.665 100 1,511.065 100 1,352.807 100 961.518 100 653.975 100
 Cost of Goods Sold
1,231.154  72 1,256.997  73 1,097.437 73  1,024.214  76 737.500  77 492.199  75
Gross Profit
  468.654  28   469.668  27  413.628  27  328.593  24  224.018  23  161.776  25
 SG&A
  326.436  19   318.638  19  278.552  18  220.205  16  151.415  16  109.625  17
Operating Income Before Depr. & Amort.
  142.218   8   151.030   9  135.076   9  108.388   8   72.603   85  52.151   8
 Depreciation & Amortization
   29.713   2    28.092   2   25.598   2   19.446   1   13.165    1   8.464   1
 Interest Expense
   29.283   2    26.068   2   23.299   2   17.585   1   10.861    1   3.940   6
Operating Pretax Income
   83.222   5    96.870   6   86.179   6   71.357   5   48.577    5  39.747   6
 Nonoperating Income (Expense)
    4.277   0     5.717   0    7.890   1    8.915   1    8.401    1   8.285   1
 Special Items
    0.000   0     0.000   0    2.341   0    0.000   0    1.008    0   1.519   0
Pretax Income
   87.499   5   102.587   6   96.410   6   80.272   6   57.986    6  49.551   8
 IncomeTaxes
   33.837   2    40.268   2   38.800   3   32.597   2   23.810    3  19.761   3
 Minority Interest
    0.000   O     0.000   0    0.000   0    0.000   0    0.000    0   0.000   0
Income Before Extra and Disc Op
   53.662   3    62.319   4   57.610   4   47.675   4   34.176    4  29.790   5
 Extraordinary Items
    0.000   0     0.000   0    0.000   0    0.000   0    0.000    0   0.000   0
 Discontinued Operations
    0.000   0     0.000   0    0.000   0    0.000   0    0.000    0   0.000   0
Net Income
  $53.662   3   $62.319   4  $57.610   4  $47.675   4  $34.176    4 $29.790   5
MONTH END INFORMATION:
    Aug0l        Dec00        Dec99        Dec98        Dec97        Dec96

Price Per Share
   $27.00       $24.75       $23.44       $18.42       $19.83       $15.56
Common Shares Outstanding
    25.23        25.13        27.80        27.68        28.25        23.23
Common Stock Capitalization
 $681.183     $622.017     $651.516     $509.681     $560.222     $361.410
Outstanding Debt
 $460.450     $421.975     $318.200     $343.350     $143.450     $109.905
Outstanding Preferred Stock
   $0.000       $0.000       $0.000       $0.000       $0.000       $0.000
Total Capitalization
1,141.633    1,043.992     $969.716     $853.031     $703.672 $    471.315
Beta
     0.63         0.51         0.48         0.40         0.39         1.12
Debt %
    40.3%        40.4%        32.8%        40.3%        20.4%        23.3%

All data obtained from Standard Be Poor's Compustat database unless otherwise
noted.


The Coeur d'Alenes Company Exhibit 4

Guideline Public Companies - Balance Sheet RELIANCE STEEL & ALUMINUM CO

                        FISCAL YEAR END BALANCE SHEET
($ MILLIONS)
    Jun01   %    Dec00    %    Dec99   %    Dec98   %    Dec97   %    Dec96   %
 Cash & Equivalents
  $12.585   1   $3.107    0   99.862   1   $6.496   1  934.047   6   $0.815   0
 Net Receivables
  197.630  19  193.106   19  167.674  19  156.150  19  117.733  20   73.092  19
 Inventories
  288.819  28  271.549   27  232.911  26  240.697  29  158.736  27  122.778  31
 Other Current Assets
   21.196   2   23.634    2   18.471   2   16.970   2   11.558   2   14.215   4
Total Current Assets
  520.230  50  491.396   49  428.918  48  420.313  50  322.074  55  210.900  54
 Gross Plant Property & Equip
  380.616  36  357.867   36  323.138  36  294.094  35  225.836  39  190.292  49
 less: Accumulated Depreciation
  127.868  12  112.516   11   95.756  11   81.013  10   64.872  11   56.678  15
Net Plant, Property & Equipment
  252.748  24  245.351   25  227.382  25  213.081  25  160.964  27  133.614  34
Other Assets
  278.759  27  260.496   26  243.705  27  208.001  25  100.828  17   46.662  12
TOTAL ASSETS
1,051.737 100  997.243  100  900.005 100  841.395 100  583.866 100  391.176 100
 Debt In Current Liabilities
  $10.250   1   $0.150    0   $0.150   0   $0.100   0   $0.100   0   $2.455   1
 Accounts Payable
   82.371   8   82.616    8  103.968  11   91.615  11   82.947  14   50.274  13
 Other Current Liabilities
   55.146   5   60.971    6   51.760   6   37.428   4   25.775   4   21.406   6
Total Current Liabilities
  147.767  14  143.737   14  155.878  17  129.143  15  108.822  19   74.135  19
Long Term Debt
  450.200 428  421.825   42  318.050  35  343.250  41  143.350  25  107.450  28
Other Liabilities
   28.642   2   28.642    3   25.749   3   23.200   3   18.530   3   16.949   4
TOTAL LIABILITIES
 $626.609  60 $594.204   60 $499.677  56 $495.593  59 $270.702  46  $198.534 50
 Preferred Stock
    0.000   0    0.000    0    0.000   0    0.000   O    0.000   0     0.000  0
 Common Stock
  140.783  13  139.231   14  153.120  17  151.903  18  154.761  26    61.131 15
 Additional Paid-In Capital
    0.000   0    0.000    O    0.000   0    0.000   0    0.000   O     0.000  0
 Retained Earnings
  284.345  27  263.808   26  247.208  27  193.899  23  158.403  27   131.511 34
 less: Treasury Stock
    0.000   0    0.000   0    0.000   0    0.000   O    0.000   0   0.000  0
TOTAL EQUITY
 $425.128  40 $403.039  40 $400.328  44 $345.802  41 $313.164  53 $192.642 49
TOTAL LIABILITIES & EQUITY
1,051.737 100  997.243 100  900.005 100  841.395 100  583.866 100 391.176 100


All data obtained from Standard & Poor's Compustat database unless otherwise
noted.




The Coeur d'Alenes Company Exhibit 4

Guideline Public Compananies - Income Statement

RYERSON TULL INC                              FISCAL YEAR END

INCOME STATEMENT* 12MM
($MILLIONS)
    JunO1   %    Dec00   %    Dec99   %   Dec98   %   Dec97  %    Dec96   %
Sales, net
2,535.998 100 2,862.400 100 2,763.5 100 2,782.7 100 5,046.8 100 4,584.1 100
 Cost of Goods Sold
2,026.650  80 2,292.700  80 2,131.6  77 2,156.9  78 4,401.8  87 4,036.8  88
Gross Profit
509.348 20    569.700  20   631.9  23   625.8  23   645.0  13   547.3  12
 SG&A
  474.429  18   502.400  17   500.9  18   502.5  18   233.7   5   212.5   5
Operating Income Before Depr. & Amort.
   34.919   1    67.300   2   131.0   5   123.3   4   411.3   8   334.8   7
 Depreciation & Amonization
   31.298   1    31.800   1    32.1   1    33.2   1   157.9   3   147.0   3
 Interest Expense
   29.078   1    29.700   1    24.2   1    33.6   1    64.3   1    79.6   2
Operating Pretax Income
 (25.457)  -1     5.800   0    74.7   3    56.5   2   189.1   4   108.2   2
 Nonoperating Income (Expense)
  (0.914)   0     0.300   0     2.8   0    26.5   1    10.6   0     2.5   0
 Special Items
 (17.204)  -1  (39.600)  -1   (3.6)   0     0.0   0     8.3   0     5.1   0
Pretax Income
 (43.575)  -2  (33.500)  -1    73.9   3    83.0   3   208.0   4   115.8   3
 Income Taxes
 (17.478)  -1   (8.400)   0    34.8   1    30.6   1    80.3   2    43.8   1
 Minority Interest
    0.000   0     0.000   0     0.7   0     4.7   0     8.4   0     3.0   0
Income Before Extra and Disc Op
 (26.097)  -1  (25.100)   0    38.4   1    47.7   2   119.3   2    69.0   2
 Extraordinary Items
    0.000   0     0.000   0     0.0   0  (21.4)   0     0.0   0  (23.3)   0
 Discontinued Operations
  (4.800)   0   (4.800)   0    17.3   1   524.6  19     0.0   0     0.0   0
Net Income
($30.897)  -1 ($29.900)   1   $55.7   2  $550.9  20  $119.3   2   $45.7   1
MONIH END INFORMATION:
    Aug01        Dec00        Dec99        Dec98        Dec97        Dec96
Price Per Share
   $12.73        $8.25       $19.44       $16.88       $17.13       $20.00
Common Shares Outstanding
    24.78        24.77        24.77        21.76        49.00        48.91
Common Stock Capitalization
 $315.500     $204.386     $481.545     $367.149     $839.108     $978.160
Outstanding Debt
 $242.900     $340.200     $258.800     $257.000     $767.600     $792.800
outstanding Preferred Stock
  $ 0.100       $0.100       $0.100       $0.100       $3.100       $3.200
Total Capitalization
 $558.500     $544.685     $740.445     $624.249   $1,609.808   $1,774.160
Beta
     0.79         1.00         0.75         1.11         0.85         0.87
Debt %
   43.50%        62.5%       35.00%        41.2%        47.7%        44.7%

* All data obtained from Standard & Poor's Compustat database unless otherwise
noted.



The Coeur d'Alenes Company
Exhibit 4



Guideline Public Companies - Balance Sheet RYERSON TULL INC
                       rt FISCAL YEAR END

BALANCE SHEET   ($ MILLIONS)
   Jun0l   %   Dec00   %   Dec99   %   Dec98   %    Dec97    %    Dec96    %

Cash & Equivalents
 $176.200  14 $23.800  2  $39.500  3  $52.500  4   $97.000   3  $238.000   7
Net Receivables
   96.800  8  285.400 21  307.900 22  284.500 21   523.300  14   464.700  13
Inventories
  496.300  40 567.800 41  542.700 39  500.400 37   624.100  17   494.600  14
Other Current Assets
   0.600    0   0.000  0    0.000  0    5.600  0    30.700   1    30.500   1

Total Current Assets
  769.900  61 877.000 64  890.100 64  843.000 63 1,275.100  35 1,227.800  35

  Gross Plant, Property a Equip
  589.900  47 596.700 44    NA     0  583.800 43 4,549.000 125 4,435.400 125

  less: Accumulated Depreciation
  325.100  26 322.000 24    NA     0  290.200 22 2,907.200  80 2,798.400  79

Net Plant Property & Equip
  264.800  21 274.700 20  273.200 20  293.600 22 1,641.800  45 1,637.000  46
Other Assets
  218.300  17 220.400 16  223.900 16  207.300 15   729.600  2O   676.800  19


TOTAL ASSETS
1,253.0  100 1,372.1 100 1,387.2 100 1,343.9 100 3,646.500 100 3,541.600 100


 Debt In Current Liabilities
 $142.200  11 239.500 18    0.000  0   30.000  0    62.700   2    19.600   1
 Accounts Payable
  142.000  11 137.600 10  201.200 15  152.500 11   354.900  10   321.400   9
 Other Current Liabilities
   62.900   5  81.600  6   78.400  6  118.500  9   197.300   5   195.800   6

Total Current Liabilities
  347.100  28 458.700 33  279.600 20  271.000 20   614.900  17   536.800  15
Long Term Debt
  100.700   8 100.700  7  258.800 19  257.000 19   704.900  19   773.200  22
Other Liabilities
  150.100  12 151.000 11  151.000 11  252.300 19 1,398.500  38 1,410.500  40

TOTAL LIABILITIES
 $597.900  48 710.400 52 $689.400 50 $780.300 58 2,718.300 75 62,720.500  77

 Preferred Stock
    0.100   0   0.100  0    0.100  0    0.100  0     3.100  0      3.200   0
 Common Stock
   50.600   4  50.600  4   50.600  4   50.600  4    50.000  1     50.600   1
 Additional Paid-in Capital
  862.600  69 862.800 63  863.300 62  897.200 67   963.900 26    960.800  27
 Retained Earnings
  495.600  40 502.300 37  538.500 39  461.000 34   (48.900)-1   (149.300) -4
 less: Treasury Stock
  753.800  60 754.100 55  754.700 54  845.300 63    40.500  1     44.200   1


TOTAL EQUITY
 $655.100  52 661.700 48  697.800 50 $563.000 42  $928.200 26   $821.100  23

TOTAL LIABILITIES & EQUITY
1,253.0 100 31,372.1 100 1,387.20 100 31,343.0 100 3,646.5 100  93,541.6 100


+ All data obtained from Standard & Poor's Compustat database unless otherwise
noted.





The Coeur d'Alenes Company
Exhibit 4


Guideline Public Companies - Income Statement

STEEL TECHNOLOGIES sttx
                                       FISCAL YEAR END

INCOME STATEMENT 12MM  ($ MILLIONS)
  Jun0l   %    Sep00   %    Sep99   %    Sep98    %  Sep97   %    Sep96   %

Sales, net
 438.080 100  461.297 100  411.389 100  383.907 100 345.624 100  294.161 100
  Cost of Goods Sold
 376.094  86  396.795  86  340.930  83  327.951  85 297.948  86  244.361  83

Gross Profit
  61.986  14   64.502  14   70.459  17   55.956  15  47.676  14   49.800  17
  SG&A
  28.598  65   28.251   6   26.108  63   22.144   6  19.989   6   18.811   6

Operating Income Before Depr. & Amort.
  33.388   8   36.251   8   44.351  11   33.812   9  27.687   8   30.989  11
  Depreciation & Amortization
  15.101   3   13.929  30   12.852   3   11.860   3  10.500   3    9.484   3
  Interest Expense
   7.146   2    7.524  16    7.523   2    6.407   2   5.875   2    5.130   2

Operating Pretax Income
  11.141   3   14.798  32   23.976   6   15.545   4  11.312   3   16.315   6
  Non operating Income (Expense)
   0.348   O    1.379   0    1.257   0    0.865   0   1.811   0    1.794   0
  Special Items
  (7.456) -2    0.000   0    0.000   0    0.000   0   0.000   0    0.000   0

Pretax Income
   4.033   1   16.177   4   25.233   6   16.410   4  13.123   4   18.169  63
  Income Taxes
   4.321   1    5.965   1    9.661   2    6.607   2   4.621   1    6.483   2
  Minority Interest
   0.000   0    0.000   0    0.000   0    0.000   0   0.000   0    0.000   0

Income Before Extra and Disc Op
  (0.288) -0   10.212   2   15.572   4    9.803   3   8.502   3   11.686  40
  Extraordinary Items
   0.000   0    0.000   0    0.000   0    0.000   0   0.000   0    0.000   0

  Discontinued Operations
   0.000   0    0.000   0    0.000   0    0.000   0   0.000   0    0.000   0


Net Income
 ($0.288)  0  $10.212   2  $15.572   4   $9.803   3  $8.502   3  $11.686   4


MONTH END INFORMATION:
   Aug0l       Sep00       Sep99        Sep98       Sep97         Sep96

Price Per Share
   $7.80       $6.31       $11.63       $7.25      $12.44         $12.50
Common Shares Outstanding
   10.23        8.89        10.26       11.16       11.99          11.96

Common Stock Capitalization
  $79.755     $56.118     $119.238     $80.917    $149.182       $149.525
Outstanding Debt
 $101.474     $121.642     $96.900     $97.402     $99.385        $67.645
Outstanding Preferred Stock
   $0.000       $0.000      $0.000      $0.000      $0.000         $0.000
Total Capitalization
 $181.229     $177.760    $216.138    $178.319    $248.567       $217.170

Beta
    0.30         0.60        0.47        0.52        0.26           0.30
Debt %
   56.0%        68.4%        44.8%      54.6%       40.0%          31.1%


 + All data obtained from Standard L Pool's Compustat database unless otherwise
noted.



The Coeur d'Alenes Company
Exhibit 4


Guideline Public Companies - Balance Sheet

STEEL TECHNOLOGIES sttx

                       sttx FISCAL YEAR END

BALANCE SHEET ($ MILLIONS)
   JunOl   %    SepOO  %     Sep99  %   Sep98  %   Sep97  %     Sep96   %

  Cash & Equivalents
  $1.534   1   $4.469   1  $12.578   4   $4.778   2   $3.467   1   94.218   2
  Net Receivable
  65.802  23   67.039  21   54.389  19   47.907  18   43.110  17   39.732  18
  Inventories
  71.331  25   79.925  25   80.625  28   76.523  29   81.086  32   59.374  27
  Other Current Assets
   3.749   1    3.622   1    2.900   1    2.369   1    2.610   1    2.000   1

Total Current Assets
 142.416  49  155.055  49  150.492  52  131.577  49  130.273  51  105.324  49
  Gross Plant Property & Equip
     NA    0  200.441  64  179.948  62  168.006  63  153.200  60  137.973  64

  Less: Accumulated Depreciation
     NA    0   82.227  26   71.995  25   61.375  23   49.404  19   37.956  18

Net Plant Property & Equip
 114.646  39  118.214  38  107.953  37  106.631  40  103.796  40  100.017  46

Other Assets
  34.263  12   42.120  13   30.660  11   28.273  11   23.441   9   11.800   5

TOTAL ASSETS
$291.325 100 $315.389 100 $289.105 100 $266.481 100 $257.510 100 $217.141 100


 Debt In Current Liabilities
 $95.402  33   $6.248   2   $6.691   2   $9.102   3   $2.195   1   $0.385   0
 Accounts Payable
  41.390  14   44.645  14   44.649  15   35.925  14   32.605  13   34.528  16
 Other Current Liabilities
  10.147   4    6.734   2    9.734   3    6.231   2    5.156   2    5.146   2

Total Current Liabilities
 146.939  50   57.627  18   61.074  21   51.258  19   39.956  16   40.059  18
Long Term Debt
   6.072   2  115.394  37   90.209  31   88.300  33   97.190  38   67.260  31
Other Liabilities
  14.677   5   15.336   5   13.383   5   13.247   5   11.535   5    8.461   4

TOTAL LIABILITIES
$167.688  58 $188.357  60 $164.666  57 $152.805  57 $148.681  58  115.780   5

 Preferred Stock
   0.000   0    0.000   0    0.000   0    0.000   0    0.000   0    0.000   0
 Common Stock
  17.332   6   17.287   6   17.140   6   16.928   6   16.893   7   16.662   8
 Additional Paid-In Capital
   4.909   2    4.909   2    4.909   2    4.909   2    4.909   2    4.909   2
 Retained Earnings
 116.537  40  118.647  38  109.513  38   95.631  36   87.027  34   79.790  37
 less: Treasury Stock
  15.141   5   13.811   4    7.123   3    3.792   1    0.000   0    0.000   0

TOTAL EQUITY
$123.637  42 $127.032  40 $124.439  43 $113.676  42 $108.829  42 $101.361  46
TOTAL LIABILITIES & EQUITY
$291.325 100 $315.389 100 $289.305 100 $266.481 100 $257.510 100 $217.141 100


 All data obtained from Standard & Poor's Compustat database unless othenuise
noted.

































Guideline Public Companies - Income Statement

WORTHINGTON INDUSTRIES

wor

                                                wor FISCAL YEAR END

INCOME STATEMENT' 12MM   ($ MILLIONS)
   MayOl   %    May00    %    May99    %   May98     %    May97   %     May96
%

Sales, net
1,826.099 100 1,962.606 100 1,763.072 100 1,624.449 100 1,911.72 100  1,478 100
Cost of Goods Sold
1.510.595 83  1.558.458  79 1,390.396  78  1,310.382 81 1,582.803 83  1,217  82
Gross Profit
  315.504 17    404.148  21   372,676  21    314.067 19   328.917 17 260.486 18
SG&A
  173.264  9     163.662  8   147.990   8    117.101  7   123.283  6   95.123 6
Operating Income Before Depr. 8r Amort.
  142.240  7     240.486 12   224.686  12    196.966 12   205.634 10  165.36 11
Depreciation & Amortization
   70.582  4      70.997  4    78.490   5     61.459  4    51.388  3   39.22  3
 Interest Expense(l)
   33.449  0      40.529  2    47.098   3     36.883  2    24.986  1   10.444 1
Operating Pretax Income
   38.209  4     128.960  7    99.098   6     98.624  6   129.260  6  115.706 8
Non-operating Income (Expense)
   24.273  1      30.235  2    33.653   2     32.018  2    21.272  1   32.097 2
 Special Items
   -6.474-0.4     -8.553-0.4    0.000   0     0.000   0     0.000  0    0.000 0
Pretax Income
   56.008  3     150.642  8   132.751   8   130.642   8   150.532  8  147.8  10
Income Taxes
   20.443  1      56.491  3    49.118   3    48.338   3    57.214  3   56.461 4
Minority Interest
    0.000  0       0.000  0     0.000   0     0.000   0     0.000  0    0.000 0
Income Before Extra and Disc Op
   35.565  3      94.151  5    83.633   4    82.304   5    93.318  5   91.342 6
Extraordinary Items
    0.000  0       0.000   0   -7.836 -0.4   18.771   1     0.000  0    0.000 0
Discontinued Operations
    0.000  0       0.000   O  -20.885 -l.2   17.337   1     0.000  0    0.000 0
Net Income
  $35.565  2     $94.151   5  $54.912   3  $118.412   7   $93.318  5  $91.342 6


 MONTH END INFORMATION:
   Aug01        May00         May99        May98          May97        May96

Price Per Share
   $14.00       $12.13       $12.81        $17.63       $318.50        $20.13
Common Shares Outstanding
    85.38        85.75        89.95         96.66         96.71         90.83
Common Stock Capitalization
1,195.250    1,039.779    1,152.472     1,703.580     1,789.153     1,827.954
Outstanding Debt

 $324.750     $525.072     $545.810      $577.695      $506.377      $300.217
Outstanding Preferred Stock
   $0.000       $0.000       $0.000        $0.000        $0.000        $0.000
Total Capitalization
1,520.000   $1,564.851   $1,698.282    $2,281.275    $2,295.530    $2,128.171
Beta
     0.56         0.66         0.74          0.75          0.84            NA
Debt %
    21.4%        33.6%        32.1%         25.3%         22.1%         14.1%


All data obtained from Standard & Poor's Compustat database unless otherwise
noted. (1) FYE 5/31/01 Interest Expense was obtained from Form 10-K provided by
Hoover's Online.

Exhibit 4
Guideline Public Companies - Balance Sheet
WORTHINGTON INDUSTRIES

wor

                       wor FISCAL YEAR END

BALANCE SHEET *  ($ MILLIONS)
    May0l   %   May00   %   May99   %   May98    %   May9     %     May96    %

 Cash & Equivalents
   $0.194   0  $0.538   0 $60.138   4   $3.788   O.2 $7.212  0.5   $19.029   2
Net Receivables
  169.330  12 301.175  18 281.706  17  315.584   17 266.836  17    224.956  18
Inventories
  227.506  15 291.204  17 257.010  15  288.911   15 296.888  19    208.025  17
Other Current Assets
   52.689   4  31.312   2  15.401   2   34.712    2  23.192   2     24.031   2

Total Current Assets
  449.719  31 624.229  37 624.255  37  642.995   35 594.128  38    476.041  39
Gross Plant, Property & Equip
       NA  0 1,180.622 71 1,131.761 67 1,315.668 71 1,036.621 64   793.274  65

 less. Accumulated Depreciation
       NA  0   318.110 19   260.414 15   382.510 21   345.594 22   280.938  23

Net Plant, Property & Equip
  836.749  57  862.512 52   871.347 52   933.158 51   691.027 44   512.336  42
Other Assets
  189.394  13  187.132 11   191.349 11   266.189 14   276.031 18   231.748  19


TOTAL ASSETS
1,475.862 100 1,673.873 100 1,686.951 100 1,842.342 100 1,561.186 100 1,220 100


 Debt In Current Liabilities
  $15.542  1   $162.882  10  $180.008  11  $138.080  8   $55.984  4  $1.475 0.1


Accounts Payable
  207.568 14    157.998   9   161.264   9   176.752  9   117.910  8   82.178  7
other Current Liabilities
   83.509  6    112.390   7    86.453   5    95.199  5    72.900  5   67.616  6

Total Current Liabilities
  306.619 21    433.270  26   427.725  25   410.031 22   246.794 16  151.269 12
Long Term Debt
  309.208  2    362.190  22   365.802  22   439.615 24   450.393 29  298.742 25
Other Liabilities
  210.370 14    205.059  12   203.775  12   212.423 12   148.481 10  130.574 11

TOTALLIABILITIES
 $826.197 56 $1,000.519  60  $997.302  59 $1,062.069 57 $845.668 54 $580.585 48

 Preferred Stock
    0.000  0      0.000   0     0.000   0      0.000  0    0.000  0    0.000  0
Common Stock
       NA  0      0.000   0     0.000   0      0.968  0    0.968  0    0.908  0
Additional Paid-In Capital
       NA  0    109.776   7   111.474   7    116.696  6  114.052  7  105.869  9


 Retained Earnings
       NA 0     563.578  34   578.175  34    662.609 36  600.498 38  532.763 44
  less: Treasury Stock
   0.000  0       0.000   0     0.000   0      0.000  0    0.000  0    0.000  0


TOTAL EQUITY
$649.665  44   $673.354 40   $689.649  41   $780.273 42 $715.518 46 $639.540 52
TOTAL LIABILITIES & EQUITY
1.475.862 100 1.673.873 100 1.686.951 100 1,842.342 100 1,561.186 100 1,220 100


 All data obtained from Standard & Poor's Compustat database unless otherwise
noted.


The Coeur d'Alenes Company
Exhibit 4

Risk Analysis Ranking

           Size                    Size                    Liquidity
         (Assets)                 (Sales)            (Debt Free Current ratio)
Coeur d'Alenes Co    56.806 Coeur d'Alenes Co 312.804 WORTHINGTON IND     1.55
FRIEDMAN IND         43.290 FRIEDMAN IND      116.007 CASTLE(AM)&CO       2.75
OLYMPIC STEEL INC   265,922 STEEL TECHN       438.080 STEEL TECHN         2.76
STEEL TECHN         291,325 OLYMPIC STEEL     462.537 METALS USA INC      3.06
CASTLE(AM)&CO       408.197 CASTLE(AM)&CO     699.207 Coeur d'Alenes Co   3.23
RELIANCE S&ALUM   1,051.737 RELIANC S&ALUM  1,699.807 RYERSON TULL INC    3.76
METALS USA INC    1,143.600 METALS USA INC  1,800.400 RELIANCE S&ALUM     3.78
RYERSON TULL INC  1,253.000 WORTHINGTON TND 1,826.099 OLYMPIC STEEL INC   5.03
WORTHINGTON IND   1,475.862 RYERSON TULL IN  2535.998 FRIEDMAN IND        5.25
Comments: Smaller           Comments: Smaller         Com: Similar Liquidity

      Liquiditv                   Activitv                    Activity
 (Debt-Free WCI Revenue)     (Inventory Turnover)  (Average Collection Period)
WORTHINGTON IND        O.09 WORTHINGTON IND     54.97 RYERSON TULL INC   13.93
Coeur d'Alenes Co      0.17 METALS USA INC      68.33 FRIEDMAN IND       30.90
STEEL TECHN            0.21 STEEL TECHN         69.23 Coeur d'Alenes Co  33.55
METALS USA INC         0.22 Coeur d'Alenes Co   77.17 WORTHINGTON IND    33.85
RYERSON TULL INC       0.22 OLYMPIC STEEL INC   81.00 OLYMPIC STEEL INC  40.79
RELIANCE S&ALUM        0.23 RELIANCE S&ALUM     85.63 RELIANCE S&ALUM    42.44
CASTLE(AM)&CO          0.23 FRIEDMAN IND        87.15 METALS USA INC     45.70
OLYMPIC STEEL INC      0.25 RYERSON TULL INC    89.38 CASTLE(AM)&CO      46.00
FRIEDMAN IND           0.25 CASTLE(AM)&CO      117.60 STEEL TECHN        54.82
Comments: Less Liquid       Com: Similar Turnover     Com: Similar Collection

      Profitabilitv              Profitabilitv             Profitability
      (EBITDA/Sales)             (EBIT/Sales)          (Gross Profit Margin)
OLYMPIC STEEL INC     -0.2% OLYMPIC STEEL INC   -2.3% METALS USA INC      2.6%
RYERSON TULL INC       1.3% RYERSON TULL INC     0.1% FRIEDMAN IND        8.5%
CASTLE(AM)&CO          2.5% METALS USA INC       1.1% STEEL TECHN        14.1%
METALS USA INC         2.6% CASTLE(AM)&CO        1.1% WORTHINGTON IND    17.3%
Coeur d'Alenes Co      4.1% Coeur d'Alenes Co    1.8%/RYERSON TULL INC   20.1%
FRIEDMAN IND           4.7% FIEEDMAN IND         3.8% OLYMPIC STEEL INC  21.2%
STEEL TECHN            7.7% STEEL TECHN          4.3% RELIANCE S&ALUM    27.6%
RELIANCE S&ALUM        8.6% WORTHINGTON IND      5.3% Coeur d'Alenes Co  27.7%
WORTHINGTON IND        9.1% RELIANCE S&ALUM      6.9% CASTLE(AM)&CO      29.7%
Com: Similar Profitability  Com: Similar Profitability Com: More Profitable

        Leverage                   Growth                     Growth
 (Liabilities/Assets)          (Annual Revenue)          (Annual EBITDA)


FRIEDMAN IND           0.30 RYERSON TULL INC   -11.1% OLYMPIC STEEL INC -41.3%
RYERSON TULL INC       0.48 OLYMPIC STEEL INC   -1.8% RYERSON TULL INC  -33.1%
OLYMPIC STEEL INC      0.53 FRIEDMAN IND         0.1% CASTLE(AM)&CO     -15.4%
Coeur d'Alenes Co      0.54 Coeur d'Alenes Co    0.4% FRIEDMAN IND       -2.1%
WORTHINGTON IND        0.56 CASTLE(AM)&CO        2.6% Coeur d'Alenes Co  -1.6%
STEEL TECHN            0.58 WORTHINGTON IND      7.3% STEEL TECHN         3.5%
RELIANCE S&ALUM        0.60 STEEL TECHN         11.9% WORTHINGTON IND     8.2%
METALS USA INC         0.69 RELIANCE S&ALUM     27.5% RELIANCE S&ALUM    26.9%
CASTLE(AM)&CO          0.69 METALS USA INC      58.4% METALS USA INC     46.6%
Com: Similar Growth         Com: Similar Growth       Com: Similar Growth













The Coeur d'Alenes Company
Exhibit 4 (Cont.)

Guideline Public Companies - Ratio Analysis
                                         RELIANCE
                                         STEEL &
  CASTLE  FRIEDMAN METALS USA  OLYMPIC   ALUMINUM   RYERSON  STEEL WORTHINGTON
   CO   INDUSTRIES     INC    STEEL INC     CO     TULL INC  TECH   INDUSTRIES

SIZE:
Sales
 $699.207 $116.007 $1800.400  $462.537  $1699.807 $2535.998 $438.080 $1826.099
Cda Co Median/Actual /Adjusted
$1199.507  $12.804  $ 12.804
EBIIDA (1)
  $17.399   $5.462   $46.500  ($1.153)   $146.495   $34.005  $33.76   $166.513
Cda Co Median/Actual /Adjusted
  $33.871   $0.524    $0.524
EBIT(1)
   $7.822   $4.451   $19.400 ($10.469)   $116.782    $2.707 $18.635$    95.931
Cda Co Median/Actual /Adjusted
$  13.228   $0.225    $0.225
Total Assets
 $408.197  $43.290 $1143.600  $265.922  $1051.737 $1253.000 $291.325 $1475.862
Cda Co Median/Actual /Adjusted
$729.967  $6.806     $6.806

LIQUIDITY:
Debt-Free Current Ratio
    2.75    5.25       3.06       5.03       3.78      3.76     2.76      1.55
Cda Co Median/Actual /Adjusted
    3.41    3.23       3.23
Debt-Free Quick Ratio
    0.99    1.49       1.23       1.90       1.53      1.33      1.31     0.58
Cda Co Median/Actual /Adjusted
    1.32    1.18       1.18
Accounts Rec. Turnover (Days)
   46.00   30.90      45.70      40.79      42.44     13.93     54.82    33.85
Cda Co Median/Actual /Adjusted
   41.61   33.55      33.55
Accounts payable Turnover (Days)
   53.94   20.47      32.46      20.O5      24.42     25.57     40.17    50.15
Cda Co Median/Actual /Adjusted
   29.02   30.90      30.90
Inventory Turnover (Days)
  117.60   87.15      68.33      81.00      85.63     89.38     69.23    54.97
Cda Co Median/Actual /Adjusted
   83.31   77.17      77.17
Debt-Free Net Working Capital/Sales
   22.8%  24.91%      22.0%      24.9%      22.5%     22.3%     20.7%     8.7%
Cda Co Median/Actual /Adjusted
   22.4%  17.3%       17.3%
Interest Coverage Ratio (1)
    0.73   7.57        0.35      -1.20       3.&1      0.12      2.56     2.14
Cda Co Median/Actual /Adjusted
    1.44   0.84        0.84

FINANCIAL LEVERAGE:
Debt Market Value of Total Capital
   50.8%  20.3%        88.1%     73.7%      40.3%     43.5%     56.0%    21.4%
Cda Co Median/Actual /Adjusted
   47.1%     NA           NA
Total Liabilities/Total Assets
  69.20%  29.5%        68.8%     53.3%      59.6%     47.7%     57.64%   56.0%
Cda Co Median/Actual /Adjusted
   56.8%  54.2%        54.2%

ASSET UTILIZATION:
Sales/Receivables
    7.94  11.81         7.99      8.95       8.60     26.20       6.66   10.78
Cda Co Median/Actual /Adjusted
    8.77  10.88        10.88
Sales/Net Fixed Assets
    7.69  17.53         7.27      4.03       6.73      9.58       3.82    2.18
Cda Co Median/Actual /Adjusted
    7.00   3.61         3.61
Sales /Total Assets
    1.71   2.68         1.57      1.74       1.62      2.02       1.50    1.24
Cda Co Median/Actual /Adjusted
    1.66   1.88         1.88

MARGINS:
Gross Margin
   29.7%   8.5%         2.6%     21.2%      27.6%      20.1%     14.1%   17.3%
Cda Co Median/Actual /Adjusted
   18.7%  27.7%        27.7%
EBITDA (1)
   2.50%   4.7%         2.6%     -O.2%       8.6%       1.3%      7.7%    9.1%
Cda Co Median/Actual /Adjusted
    3.6%   4.1%         4.1%
EBTDA (1)
    1.0%   4.2%        -0.4%     -1.4%       6.9%       0.2%      6.1%    7.3%
Cda Co Median/Actual /Adjusted
    2.6%   2.0%         2.0%
EBIT (1)
    1.1%   3.8%        -2.3%      6.9%       0.1%       4.3%      5.3%    2.5%
Cda Co Median/Actual /Adjusted
    1.8%   1.8%         1.8%

REIURN ON INVESTMENT:
EBITA/Market Value of Total Capital (1)
    5.2%  20.5%         7.4%     -0.8%      12.8%       6.1%     18.6%   11.0%
Cda Co Median/Actual /Adjusted
    9.2%     NA           NA
EBIT/Market Value of Total Capital (1)
    2.3%  16.7%         3.1%     -7.2%      10.2%       0.5%     10.3%    6.3%
Cda Co Median/Actual /Adjusted
    4.7%     NA           NA
EBITDA (Book Equity + Debt) (1)
    5.9%  15.2%         5.1%     -0.5%      16.5%       3.8%     15.0%   17.1%
Cda Co Median/Actual /Adjusted
   10.4%   9.3%         9.3%
EBIT (Book Equity + Debt) (1)
    2.7%  12.4%         2.1%     -4.5%      13.2%       0.3%      8.3%    9.8%
Cda Co Median/Actual /Adjusted
    5.5%   4.0%         4.0%
EBITDA/TotalAssets
    4.3%  12.6%         4.1%     -0.4%      13.9%       2.7%     11.6%   11.3%
Cda Co Median/Actual /Adjusted
    7.8%   7.7%         7.7%
EBIT Total Assets
    1.9%  10.3%         1.7%     -3.9%      11.1%       0.2%      6.4%    6.5%
Cda Co Median/Actual /Adjusted
    4.2%   3.3%         3.3%

4 YEAR COMP(XMD ANNUAL GROWTH (2):
Sales
    2.6%   0.1%        58.4%     -1.8%      27.5%     -11.1%     11.9%    7.3%
Cda Co Median/Actual /Adjusted
    5.0%   0.4%         0.4%
EBITDA (1)
  -15.4%  -2.1%        46.6%    -41.3%      26.9%     -33.1%      3.5%    8.2%
Cda Co Median/Actual /Adjusted
    0.7%  -1.6%        -1.6%
EBIT(I)
  -22.7%   4.2%        40.7%       NMF      25.4%     -34.1%      0.4%    6.0%
Cda Co Median/Actual /Adjusted
    0.4%   6.5%         6.5%

Notes:
EBITDA = Earnings before interest taxes, depreciation and amortization.
EBIT = Earnings before interest and taxes.
Market Value of Total Capital = Market value of equity plus debt, capitalized
lease obligations and preferred stock.
(I) Includes nonoperating income.
(2) 4-year compound annual growth or best available compound growth rates (e.g.
2-year or 3-year).
(3) Income margins have been adjusted (See Exhibit 2, Representative Earnings
Analysis).


The Coeur d'Alenes Company
Exhibit 5

Guideline Public Companies Method

  CASTLE  FRIEDMAN METALS USA  OLYMPIC   ALUMINUM   RYERSON  STEEL WORTHINGTON
   CO   INDUSTRIES     INC    STEEL INC     CO     TULL INC  TECH   INDUSTRIES
F.M.V. OF:
Total Capital I Revenues (1)
   0.41    0.21        0.34      0.31      0.55      0.18     0.38     0.51
 Mean/Median
0.36 0.36
Total Capital/EBITDA (1)(2)
    NMF    4.48       13.25       NMF      6.40     11.64     4.90     5.54
 Mean/Median
   8.04    5.97
Total Capital (Book Equity + Debt) (1)
   0.96    0.68       0.68       0.61      1.06      0.52     0.73     0.95
 Mean/Median
0.77 0.71
Total Capital/Total Assets (1)
   0.70    0.57       0.54       0.53      0.89      0.37     0.57      062
 Mean/Median
   0.60    0.57

                                   INDICATED                   INDICATED
                The Coeur d'Alenes  VALUE OF                    VALUE
           SELECTED     Company       TOTAL        LESS          OF
           MULTIPLE   STATISTIC (5)   CAPITAL     DEBT (5)       EQUITY
F.UV. OF:
Total Capital/Revenues
              0.25 (3) $12,804,360  $3,201,090  ($2,511,142)     $689,948
Total Capital EBITDA
              6.00 (4)     524,480   3,146,880   (2.511.142)      635,738
Total Capital (Book Equity + Debt)
              0.55 (3)   5.626,223   3,094,423   (2,511,142)      583.281
Total Capital/Total Assets
              0.45 (3)   6,805,628   3.062,533   (2,511,142)      551.391

Fair Market Value of Equity, Minority Interest Basis              615.089
Add: Premium For Control @ 20.0% (6)                              123,018
Fair Market Value of Equity, Controlling Interest Basis
                                                         Rounded $740,000
Notes:
(1) The Coeur d'Alenes is considerably smaller and therefore considered a more
risky investment than the guideline companies. As such we have reduced the
market equity capitalization of the guideline companies as follows: Friedman
and Olympic Steel by 10% Metals USA and Steel Technologies by 20%;
Castle (A M), Reliance Steel & Aluminum and Ryerson Tull by 30%; and
Worthington by 50%.
(2) Includes nonoperating income.
(3) An appropriate multiple was derived by analyzing the relationship between
earnings and multiples. See accompanying graphs.
(4) Approximately the median multiple of the guideline companies.
(5) See Exhibit 2, Historical Financial Statements.
(6) per analysis of premiums paid on recent transactions (see Exhibit 9).



The Coeur d'Alenes Company
Exhibit 6

Capitalization Of Debt-Free Cash Flow Method


Projected Revenues (1)                                            $12,672,397
Representative EBIT Margin @                       4.0% (2)           506,896
Less: Estimated Income Taxes @                    40.0% (3)          (202,758)
Representative Debt-Free Earnings                                     304,138
Less: Increase in Working Capital Requirement @   15.0% (4)           (73,110)
Representative Debt-Free Cash Flows                                   231,028
Divided by Capitalization Rate @                   7.0% (5)               7.0%
Indicated Value of Total Capital                                    3,300,394
Less: Outstanding Debt (2)                                         (2,511,142)
F.M.V. of Equity, Controlling Interest Basis                          789,252
                                                          Rounded    $790,000
Notes:
(1)   FY 2002 budgeted revenue provided by management.
(2)   Per Exhibit 2.
(3)   Assumed combined federal and state effective tax rate (C corporations).
(4) Per Exhibit 7. Also depreciation expense is assumed equal to required
capital expenditures into perpetuity.
(5) Capitalization rate calculated as follows:
           Weighted average cost of capital               11.0% (6)
           Less: Projected inflation rate                  2.5%
           Less: Estimated real growth rate                1.5%

                                                           7.0%
Per Exhibit 8.















The Coeur d'Alenes Company
Exhibit 7

Debt-Free Working Capital Analysis

      LTM                         Fiscal Years Ended
   25-Aug-01   30-Sep-00   25-sep-99   26-Sep-98    27-Sep-97   28-Sep-96

Current Assets
  $3,214,788  $4,087,919  $3,602,037  $4,066,139   $3,743,166   $410,9348
Less: Cash
       7,149   (115,532)    (32,422)    (39,486)     (89,495)    (68,645)
Cash Free Current Assets
   3,221,937   3,972,387   3,569,615   4,026,653    3,653,671   4,040,703

Current Liabilites
   1,264,710   2,023,278   1,497,219   1,963,860    1,858,447   2,472,438
Less: Current Debt
   (269,305)   (829,623)   (659,794)   (977,540)    (937,319)   (939,298)
Debt-Free Current Liabilities
     995,405   1,193,655     837,425     986,320      921,128   1,533,140

Cash Free Debt-Free Working Capital
  $2,226,532  $2,778,732  $2,732,190  $3,040,333   $2,732,543  $2,507,563
Sales
 $12,804,360 $12,699,921 $12,247,613 $14,368,061  $12,858,765 $12,498,993
Cash Free Debt-Free Working Capital as a % of Sales
      17.39%      21.88%      22.31%      21.16%       21.25%      20.06%

Representative CFDF Working Capital as a % of Sales   15%

















The Coeur d'Alenes Company
Exhibit 8

Weighted Average Cost of Capital *


$ in millions    Book      Market
               Value of   Value of
               Debt to   Equity to    Effective     Levered       Unlevered
      MVIC      MVIC       MVIC       TaxRate        Beta           Beta
Guideline Companies

CASTLE(AM)&CO
    $333.350      50.8%     49.2%       37.2%         0.22          0.14 **
FRIEDMAN INDUSIRIES
    $26. 593      20.3%     79.7%       34.0%         0.98          0.84
METALS USA INC
    $631.245      88.1%     11.9%       29.7%         0.97          0.16 **
OLYMPIC STEEL INC
    $145,870      73.7%     26.3%       33.8%         0.24          0.08 **
RELIANCE STEEL & ALUMINUM CO
  $1,141.633      40.3%     59.7%       38.7%         0.63          0.45
RYERSON TULL INC
    $558.500      43.5%     56.5%       40.1%         0.79          0.54
STEEL TECHNOLOGIES
   $181.229       56.0%     44.0%      107.1%         0.30          0.33
WORTHIGTON INDUSTRIES
 $1,520.000       21.4%     78.6%       36.5%         0.56          0.48

Guideline Company Average
                  49.3%     50.7%       44.6%         0.59          0.53
Selected Data for Subject Company (a)
                  50.0%     50.0%       40.0%                       0.53

COST OF EQUITY:
   Relevered Beta Using Selected Data for Subject Company (a)       0.84
   multiplied by: Equity Risk Premium (b)                          7.76%
   Company Equity Risk Premium                                     6.55%
   add: Size Premium (c)                                           4.63%
   add: Risk-Free Rate (Return on Long-Term Treasury Notes) (d)    5.47%
   add: Specific Risk Factor (e)                                   1.00%

   AFTER-TAX COST OF EQUITY (Rounded)                             18.00%

COST OF DEBT:
   PRETAX COST OF DEBT (Rounded) (f)                               7.50%
   AFTER-TAX COST OF DEBT (Rounded)                                4.50%

WEIGHTED AVERAGE COST OF CAPITAL:
                        Type of                 After-Tax       Weighted
                        Financing  % of Total        Cost           Cost
                        Equity        50.0%        18.00%           9.0%
                        Debt          50.0%         4.50%           2.3%
                                     100.O%           --           11.3%

AFTER-TAX WEIGHTED AVERAGE COST OF CAPITAL (Rounded)               11.0%

Notes:
*  Source of data: Standard & Poor's Compustat PC Plus database, unless
   otherwise noted.
** Excluded fiom the calculation of beta.
MVIC = Market Value of Investsted Capital.
a) The selected capital structure is based on the guideline companies'
   capital structures.
   For valuation purposes, a relevered beta of.84 was selected assuming the
   return on Company's common stock would be as risky as the industry.
b) Source: Ibbotson Associates, Stocks, Bonds Bills, and Inflation 2001
   Yearbook - Table C-l, Page 244,
   Long-horizon Expected Equity Risk Premium - S&P 500 Market Benchmark
c) Source: Ibbotson Associates, Stocks, Bonds, Bills, and Inflation 2001.
   Yearbook - Table 6-5, Page 115,
   Size Premium (Return in Excess of CAPM) Estimation for 10th Decile of the
   NYSE/AMEX/NASDAQ.
d) Source: Federal Reserve Statistical Release. Represents the rate on long-
term treasury securities (20-year) as of August 31, 2001.
e) Represents the additional risk associated with an investment in a very small
company.
f) Source: Federal Reserve Statistical Release. Represents prime rate plus 100
basis points as of the valuation date.



The Coeur d'Alenes Company
Exhibit 9

Premium for Control /
Discount for Lack of Control


A control premium is defined as the additional consideration that an investor
would pay over a marketable minority equity value in order to own a controlling
interest in the common stock of a company. It is usually expressed as the
percentage of the marketable minority price per share.  The owner of a
controlling block of stock will generally have the power to effect changes in
the business entity's legal agreements, control day-to-day    operations, set
long-term strategy, establish executive compensation, determine dividend
distribution policy, or compel a sale or liquidation of the business entity.
The marketplace recognizes that: (i) minority positions trade at prices that
are discounted from their proportionate share Of the value of the underlying
business entity; and (ii) premiums are paid to gain control of a business
entity.

A measure of the difference in value between a controlling interest in a
company and a minority interest can be found in successful public tender
offers, where the Investor acquired a control position. We consulted Hodihan
Lokey Howard & Zukin's Mergerstat Review 2000, an annual publication that
provides comprehensive statistics on control premiums in over 50 industries.
The premiums were based on stock acquisitions in which a premium was paid over
the market price of the stockholder's equity. The premium calculations are
based on the seller's closing market prices five business days before the
initial announcement of transactions where a premium over market price was
offered.  The size of a premium is dependent on Several variables, including
the buyer's desire or need to acquire the company in order to complement his
present operations or to expand into new areas of operations; the relative
attractiveness of the company from a financial and/or tax viewpoint; and the
size of the block of stock in relation to the total outstanding stock and   the
relative dispersion of the stock to be acquired.

Mergerstat Review 2000 reports that out of 723 transactions in which a premium
was paid, the median premium paid over market price in 1999 was 34.6%.  In
1998, 512 transactions were reported in which a premium was paid. The median
premium paid over market price in 1998 was 30.1 percent.  In 1997, 487
transactions were reported with the median premium paid over market price
of27.5 percent.  In 1996, 381 transactions were reported with the median
premium paid over market price of 27.3 percent. In 1995, 324 transactions
were reported with the median premium paid over market price of29.2%.  In 1994,
the median premium was 35.0% based on 260 transactions.

The above data suggests a range of control premiums from 27.3 percent to 35
percent.  However, most of these transactions involve "strategic buyers" who
pay higher premiums for particular businesses that offer benefits to the
acquirer in the form of "synergies" The definition of "fair market value", upon
which our conclusions are based, does not allow for the consideration of
particular parties to a transaction, such as strategic buyers.  Accordingly,
the choice of an appropriate control premium for the Company must consider
only what a financial investor would pay, and ignore any benefits that might
accrue to an  investor purely as a result of operational synergies.

Based upon our analysis of these data and consideration of relevant qualitative
factors, we  determined that an appropriate control premium for the Company's
common stock should  be at the lower end of the range of the control premiums.
We therefore concluded a control premium of 20 percent. In order to determine
the appropriate lack of control discount, we calculated the algebraic
complement of the control premium (calculated as [control premium  / 1 plus
control premium]).  Based on this calculation, the appropriate lack of control
discount was determined to be 17 percent.


Cronkite & Kissell



The Coeur d'Alenes Company
Exhibit 10

Discount for Lack of Marketability


Lack of marketability discounts can be quantified by examining: (i) studies of
transactions in the restricted stock of publicly traded companies; and (ii)
studies of private transactions in the stock of companies which subsequently
had initial public offerings.

Restricted Stock Shrdies

In its Revenue Ruling 77-287 ("77-287"), the Internal Revenue Service provides
guidelines for the valuation of securities restricted under federal securities
laws, focusing primarily on the issue of marketability discounts. The basis for
Revenue Ruling 77-287 is the Institutional Investor Study Report (hereinafter
referred to as the "SEC Study"), published by the Securities and Exchange
Commission in 1971.  The SEC Study empirically examined discounts in
transactions involving securities that are restricted  under Rule 144.  Based
on more than 300 transactions, the SEC Study found the following relationships:

                                                   Average
                                                Discount Range
By Sales (Dollars in Millions)
100+                                           10.1 - 20 percent
10 - 100                                       10.1 - 20 percent
5 - 20                                         30.1 - 40 percent
1 - 5                                          30.1 - 40 percent
0 - 1                                          40.1 - 50 percent


By Earnings (Dollars in Millions)
10+                                            10.1 - 20 percent
1 - 10                                         10.1 - 20 percent
0 - 1                                          20.1 - 30 percent

By Exchange
NYSE                                           10.1 - 20 percent
ASE                                            20.1 - 30 percent
OTC - Reporting                                20.1 - 30 percent
OTC - Nonreporting                             30.1 - 40 percent
Overall Mean Discount                          25.8 percent


As can be seen from the above chart, the magnitude of discount is:
Negatively correlated with the absolute dollar level of the subject company's
revenues.  Negatively correlated with the profit of the subject company.


The Coeur d'Alenes Company
Exhibit 10 (Cont.)


Numerous other empirical studies on marketability discounts for restricted
stock have been conducted during the past 30 years.  The following chart
summarizes the results of the most commonly referenced studies.





               Lack of Marketability Discount Studies

                                                 Number of       Average
Year        study                                Transactions    Discount
1997        Columbia Financial Advisors              23            21%
1996        Management Planning, Inc.                53            27%
1995        Johnson                                  70            20%
1992        FMV Opinions, Inc.                     >100            23%
1988        Silber                                   69            34%
1983        Standard Research                        28            45%
1973        Moroney                                 146            36%
1973        Maher                                    34            36%
1972        Trout                                    60            34%
1971        Institutional Investor (SEC)            398            26%
1970        Geiman                                   89            33%


As can be seen from the above chart, prior to 1990, the discounts clustered
around 35 percent.  Since 1990, discounts for restricted stock have declined to
the 20 to 25 percent range.  This decline is the result of the SEC loosening
its restrictions.

In 1990, the SEC eliminated the requirement that all restricted stock
transactions had to be registered with the SEC. They issued Rule 144A, which
allows qualified institutional investors to trade unregistered securities among
themselves without filing registration statements.  This created a liquid
market for the unregistered securities and reduced the discounts observed in
restricted stock transactions.

In 1997, the SEC reduced the required holding for securities restricted
pursuant to Rule 144 from two years to one year. This also increases the
liquidity of restricted securities and reduces the discount that investors
require for holding restricted securities.

              Pre - IPO Studies

A second source of evidence which quantifies lack of marketability discounts is
found in studies of initial public offerings ("IPO's"). These studies involve
transactions in the stock of companies that were private at the time of the
transaction, but subsequently had a successful offering of common stock.

In IPO studies, marketabitity discounts are determined as the difference
between the IPO price and the price at which the company's stock traded in
arm's length transactions prior to the IPO.


John Emery conducted a series of nine studies in which he examined closely-held
stock transactions in the five month period preceding the company's IPO. As
shown below, the Emery studies indicate that discounts for lack of
marketability approximate 45 percent.


        Number of IPO   Number of
         Prospectuses   Qualifying        Discount         Discount
 Study    Reviewed      Transactions        Mean            Median

1997-00      92             53           54 percent       54 percent
1995-97     732             91               43               42
1994-95     318             46               45               45
1991-93     443             54               45               44
1990-92     266             35               42               40
1989-90     157             23               45               40
1987-89      98             27               45               45
1985-86     130             21               43               43
1980-81      97             13               60               66

                           173           47 percent       46 percent

SOURCE: John D. Emory, "The Value of Marketability as illustrated in Initial
Public Offerings of Common Stock," Business Valuation Review

Willamette Management Associates conducted a study covering the years 1975
through 1993.  Arm's length transactions occurring within a three yea; period
prior to the IPO were examined.  Adjustments were made for earnings levels and
market conditions.  The indicated discounts for lack of marketability from
these studies were in the range of 40 percent to 50 percent.

The discounts from the above two studies may still understate true discounts
for lack of marketability for minority shares of most privately held companies,
because it is likely that the buyers and sellers in many cases anticipated the
possibility of future liquidity through a public offering.

Summary of Empirical Studies

The analyses outlined above collectively involved hundreds of individual
transactions, each with its own set of unique investment characteristics.  The
usefulness of these transactions is not to be found by searching for one or two
"comparable transactions" to appropriate discount for the subject security, but
rather by examining all the transactions in the aggregate.  The restricted
stock studies indicated an average discount for lack of marketability of 35
percent for those transactions before 1990 and discounts of20 to 25 percent
since 1990. This difference appears reasonable given the SEC'S 1oosening of
restrictions.


The IPO studies provided support for a higher discount of approximately 45
percent.  This difference appears reasonable given that the securities in the
restricted stock studies will have access to the public market at the end of
the restriction period.  Therefore, an appropriate discount for lack of
marketability for an investor in closely-held stock would be approximately 45
percent. We can use the 45 percent indication as a benchmark to determine an
appropriate discount for lack of marketability for a minority interest in the
Company.

Factors Affecting Marketability

By using the above studies as a benchmark, and then reviewing the factors which
affect the magnitude of the lack of marketability discount, we can determine
the appropriate discount to apply to Coeur d'Alenes. There are several factors
which affect the magnitude of the lack of marketability discount, including,
but not limited to the following:

       a) Size of the company;
       b) Restrictive agreements;
       c) Payment of dividends;
       d) Prospects of future public offering (holding period);
       e) Size of interest and amount ofcontrol; and
       f) Financial strength of the company.

The larger the company, the less risky an investor perceives it to be.  Coeur
d'Alenes is similar in size to most of the companies in the above studies.
Therefore, no adjustment was made.

The ownership and transferability of minority interests in Coeur d'Alenes are
not restricted. This is similar to a minority holding in the companies from the
above marketability studies; therefore, no adjustment was made.

Coeur d'Alenes has a history of not paying dividends. Although several of the
companies in the above studies paid dividends, several did not. Therefore, no
adjustment was made.

Coeur d'Alenes is a publicly-traded company albeit one that provides
questionable liquidity to shareholders. The average discount indicated from the
above restricted stock studies is lower than that of the above IPO studies
indicating a reduction in discounts for those companies with nearer term
prospects for liquidity. Based on the above factors, a below-average
marketability discount was deemed appropriate.

All the minority interest holdings in the above marketability studies are small
and have little control over company operations.  Therefore, no adjustment was
made.

Coeur d'Alenes is highly leveraged.  This factor would indicate an above-
average marketability discount.






Summary

Factors                                           Issue          Discount
Size of the company                               Similar        Similar
Restriction on Transfers                          Similar        Similar
Payment of Dividends                              Similar        Similar
Prospects of future public offering
 (holding: period)                                Greater        Lower
Size and interest of amount controlled            Similar        Similar
Financial strength of the company                 Lower          Greater

We have increased ("+") or decreased ("-") the benchmark discount of 45 percent
for each of the above factors in order to determine an appropriate discount for
lack of marketability for a minority interest in the Company, as follows:

                                                          Discount
   Benchmark Discount                                        45%
     Adjustments:
      Size of the company                                     O%
      Restrictive Agreements                                  O%
      Payment of Dividends                                    O%
      Prospects of future public offering (holding period)  -20%
      Size and interest of amount controlled                  O%
      Financial strength of the company                      +5%

      Indicated Discount for Lack of Marketability           30%


Concluded Discount for Lack of Marketability

Based on the above analysis, it is our opinion that a minority interest in
Coeur d'Alenes warrants of discount of 30 percent.

It should be noted that the lack of marketability discount derived from the
above studies does not contain elements of a discount for minority interest
(lack of control) because it has been measured against the current fair market
value of securities that are actively traded, which are typically minority
transactions. Therefore, this lack of marketability discount is applied to the
minority interest value of the equity.


Cronkire & Kissell

EX-5

Idaho Dissenters' Appraisal Rights

30-1-1301. Definitions.
  In this part:

  (1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action,  or the surviving or acquiring corporation
by merger or share exchange of that issuer.

  (2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under  section 30-1-1302, Idaho Code, and who exercises
that right when and in the manner required by sections 30-1-1320 through
30-1-1328, Idaho Code.

  (3) "Fair value," with respect to a dissenter's shares, means the value
of the shares immediately  before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be
inequitable.

  (4) "Interest" means interest from the effective date of the corporate
action until the date of  payment, at the average rate currently paid by
the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.

  (5) "Record shareholder" means the person in whose name shares are
registered in the records of the corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation.

  (6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a  voting trust or by a nominee as the record shareholder.

  (7) "Shareholder" means the record shareholder or the beneficial
shareholder.

[I.C.,  30-1-1301, as added by 1997, ch. 366,  2, p.1080.]


30-1-1302. Right to dissent.

  (1) A shareholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of, any of the following corporate
actions:

  (a) Consummation of a plan of merger to which the corporation is a party:

    (i) If shareholder approval is required for the merger by section
30-1-1103, Idaho Code, or the articles of incorporation and the shareholder
is entitled to vote on the merger; or

    (ii) If the corporation is a subsidiary that is merged with its parent
under section 30-1-1104, Idaho Code;

  (b) Consummation of a plan of share exchange to which the corporation is a
party as the  corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;

  (c) Consummation of a sale or exchange of all, or substantially all, of the
property of the  corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders
within one (1) year after the date of sale;

  (d) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
    (i) Alters or abolishes a preferential right of the shares;

    (ii) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares;

    (iii) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;

    (iv) Excludes or limits the right of the shares to vote on any matter,
or to cumulate votes, other than a limitation by dilution through issuance
of shares or other securities with similar voting rights; or

    (v) Reduces the number of shares owned by the shareholder to a fraction
of a share if the fractional share so created is to be acquired for cash under
section 30-1-604, Idaho Code; or

  (e) Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

  (2) A shareholder entitled to dissent and obtain payment for his shares
under this part may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect
to the shareholder or the corporation.

  (3) This section does not apply to the holders of shares of any class
or series if the shares of the class or series are redeemable securities
issued by a registered investment company as defined pursuant to the
investment company act of 1940 (15 U.S.C.  80a-15 U.S.C.  80a-64).

  (4) Unless the articles of incorporation of the corporation provide
otherwise, this section does not apply to the holders of shares of a class
or series if the shares of the class or series were registered on a national
securities exchange, were listed on the national market systems of the
national association of securities dealers automated quotation system or
were held of record by at least two thousand (2,000) shareholders on the
date fixed to determine the shareholders entitled to vote on the proposed
corporate action.

[I.C.,  30-1-1302, as added by 1997, ch. 366,  2, p.1080.]


30-1-1303. Dissent by nominees and beneficial owners.

  (1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect to
all shares beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of different
shareholders.

  (2) A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if:

  (a) He submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts
dissenters' rights; and

  (b) He does so with respect to all shares of which he is the beneficial
shareholder or over which he has power to direct the vote.

[I.C.,  30-1-1303, as added by 1997, ch. 366,  2, p.1080.]



30-1-1320. Notice of dissenters' rights.

  (1) If proposed corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is submitted to a vote at a shareholders' meeting,
the meeting notice must state that shareholders are or may be entitled to
assert dissenters' rights under this part and be accompanied by a copy of
this part.

  (2) If corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to assert
dissenters' rights that the action was taken and send them the dissenters'
notice described in section 30-1-1322, Idaho Code.

[I.C.,  30-1-1320, as added by 1997, ch. 366,  2, p.1080.]



30-1-1321. Notice of intent to demand payment.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is submitted to a vote at a shareholders'
meeting, a shareholder who wishes to assert dissenters' rights:

  (a) Must deliver to the corporation before the vote is taken  written
notice of his intent to demand payment for his shares if the proposed
action is effectuated; and

  (b) Must not vote his shares in favor of the proposed action.

  (2) A shareholder who does not satisfy the requirements of subsection
(1) of this section is not entitled to payment for his shares under this
part.

[I.C.,  30-1-1321, as added by 1997, ch. 366,  2, p.1080.]


30-1-1322. Dissenters' notice.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is authorized at a shareholders' meeting,
the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of section 30-1-1321,
Idaho Code.

  (2) The dissenters' notice must be sent no later than ten (10) days
after the corporate action was taken, and must:

  (a) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

  (b) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

  (c) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not he acquired beneficial ownership of the shares
before that date;

  (d) Set a date by which the corporation must receive the payment demand,
which date may not be fewer than thirty (30) nor more than sixty (60) days
after the date the notice in subsection (1) of this section is delivered; and

  (e) Be accompanied by a copy of this part.

[I.C.,  30-1-1322, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1323. Duty to demand payment.

  (1) A shareholder sent a dissenters' notice described in section 30-1-1322,
Idaho Code, must demand payment, certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to section 30-1-1322(2)(c), Idaho Code, and,
with respect to any certificated shares, deposit his  certificates in
accordance with the terms of the notice.

  (2) The shareholder who demands payment and, with respect to any
certificated shares, deposits his share certificates under subsection
(1) of this section retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate
action.

  (3) A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under this part.

[I.C.,  30-1-1323, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1324. Share restrictions.

  (1) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed
corporate action is taken or the restrictions released under section
30-1-1326, Idaho Code.

  (2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until
these rights are cancelled or modified by the taking of the proposed
corporate action.

[I.C.,  30-1-1324, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1325. Payment.

  (1) Except as provided in section 30-1-1327, Idaho Code, as soon as the
proposed corporate action is taken, or upon receipt of a payment demand, the
corporation shall pay each dissenter who complied with section 30-1-1323,
Idaho Code, the amount the corporation estimates to be the fair value of
his shares, plus accrued interest.

  (2) The payment must be accompanied by:

  (a) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an
income statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;

  (b) A statement of the corporation's estimate of the fair value of
the shares;

  (c) An explanation of how the interest was calculated;

  (d) A statement of the dissenter's right to demand payment under
section 30-1-1328, Idaho Code; and

  (e) A copy of this part.

[I.C.,  30-1-1325, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1326. Failure to take action.

  (1) If the corporation does not take the proposed action within sixty
(60) days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates
and release the transfer restrictions imposed on  uncertificated shares.

  (2) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a
new dissenters' notice under section 30-1-1322, Idaho Code, and repeat
the payment demand procedure.

[I.C.,  30-1-1326, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1327. After-acquired shares.

  (1) A corporation may elect to withhold payment required by section
30-1-1325, Idaho Code, from a dissenter unless he was the beneficial
owner of the shares before the date set forth in the dissenters' notice
as the date of the first announcement to news media or to shareholders of
the terms of the proposed corporate action.

  (2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued
interest, and shall pay this amount to each dissenter who agrees to
accept it in full satisfaction of his demand. The corporation shall
send with its offer a statement of its estimate of the fair value of
the shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under section
30-1-1328, Idaho Code.

[I.C.,  30-1-1327, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1328. Procedure if shareholder dissatisfied with payment or offer.

  (1) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due,
and demand payment of his estimate, less any payment under section
30-1-1325, Idaho Code, or reject the corporation's offer under section
30-1-1327, Idaho Code, and demand payment of the fair value of his shares
and interest due, if.

  (a) The dissenter believes that the amount paid under section 30-1-1325,
Idaho Code, or offered under section 30-1-1327, Idaho Code, is less than
the fair value of his shares or that the interest due is incorrectly
calculated;

  (b) The corporation fails to make payment under section 30-1-1325,
Idaho Code, within sixty (60) days after the date set for demanding
payment; or

  (c) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty (60) days after the date set
for demanding payment.

  (2) A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under
subsection (1) of this section within thirty (30) days after the
corporation made or offered payment for his shares.

[I.C.,  30-1-1328, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1330. Court action to determine share value.

  (1) If a demand for payment under section 30-1-1328, Idaho Code, remains
unsettled, the corporation shall commence a proceeding within sixty (60)
days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does
not commence the proceeding within the sixty-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

  (2) The corporation shall commence the proceeding in the Idaho district
court of the county where a corporation's principal office or, if none in
this state, its registered office is located. If the corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the  registered
office of the domestic corporation merged with or whose shares were
acquired by the foreign corporation was located.

  (3) The corporation shall make all dissenters, whether or not residents
of this state, whose demands remain unsettled parties to the proceeding,
as in an action against their shares, and all parties must be served with
a copy of the petition.  Nonresidents may be served by registered or
certified mail or by publication as provided by law.

  (4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court
may appoint one (1) or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the
powers described in the order appointing them, or in any amendment to it.
The dissenters are entitled to the same discovery rights as parties in
other civil proceedings.

  (5) Each dissenter made a party to the proceeding is entitled to
judgment:

  (a) For the amount, if any, by which the court finds the fair value
of his shares, plus  interest, exceeds the amount paid by the corporation;
or

  (b) For the fair value, plus accrued interest, of his after-acquired
shares for which the  corporation elected to withhold payment under
section 30-1-1327, Idaho Code.

[I.C.,  30-1-1330, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1331. Court costs and counsel fees.

  (1) The court in an appraisal proceeding commenced under section
30-1-1330, Idaho Code, shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers appointed
by the court. The court shall assess the costs against the corporation,
except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not in
good faith in demanding payment under section 30-1-1328, Idaho Code.

  (2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:

  (a) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of sections 30-1-1320 through 30-1-1328, Idaho Code; or

  (b) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided by this part.

  (3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be
paid out of the amounts awarded to dissenters who were benefited.

[I.C.,  30-1-1331, as added by 1997, ch. 366,  2, p. 1080.]


APPENDIX A - 1