-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NxKqSdDQ8NPAyZSkG8TLY+YFzIsQrMNzcYY/DJJR4bw5KtQFYdURXG+N+mOpgb3f Nt5dP9ldSqWTosxLmyj0eA== 0000861502-02-000047.txt : 20021231 0000861502-02-000047.hdr.sgml : 20021231 20021230192209 ACCESSION NUMBER: 0000861502-02-000047 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COEUR D ALENES CO /IA/ CENTRAL INDEX KEY: 0000861502 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 820109390 STATE OF INCORPORATION: ID FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41697 FILM NUMBER: 02872757 BUSINESS ADDRESS: STREET 1: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 99220-2610 BUSINESS PHONE: 5099246363 MAIL ADDRESS: STREET 2: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 992202610 FORMER COMPANY: FORMER CONFORMED NAME: COEUR D ALENES CO /WA/ DATE OF NAME CHANGE: 19931209 FORMER COMPANY: FORMER CONFORMED NAME: CONJECTURE INC /IA/ DATE OF NAME CHANGE: 19931209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COEUR D ALENES CO /IA/ CENTRAL INDEX KEY: 0000861502 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 820109390 STATE OF INCORPORATION: ID FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 99220-2610 BUSINESS PHONE: 5099246363 MAIL ADDRESS: STREET 2: PO BOX 2610 CITY: SPOKANE STATE: WA ZIP: 992202610 FORMER COMPANY: FORMER CONFORMED NAME: COEUR D ALENES CO /WA/ DATE OF NAME CHANGE: 19931209 FORMER COMPANY: FORMER CONFORMED NAME: CONJECTURE INC /IA/ DATE OF NAME CHANGE: 19931209 SC 13E3/A 1 s13e3a4.txt SCHEDULE 13E3 AMENDMENT IV UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _4__) THE COEUR D'ALENES COMPANY (Name of the Issuer) THE COEUR D'ALENES COMPANY (Name of Persons Filing Statement) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 192119 10 9 (CUSIP Number of Class Securities) Marilyn A Schroeder Vice President/CFO The Coeur d'Alenes Company P O Box 2610 Spokane, WA 99220-2610 (509) 924-6363 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) COPY TO: Lawrence R. Small Paine, Hamblen, Coffin, Brooke & Miller, LLP 717 W Sprague Suite 1200 Spokane, WA 99201-3505 This statement is filed in connection with (check the appropriate box): a. [ X ] The filing of solicitation materials or an information statement subject to Regulation 14A (Section 240.14a-1 through 240.14b-2), Regulation 14C (Section 240.14c-1 through 240.14c-101) or Rule 13e-3c (Section240.13e-3c) under the Securities Exchange Act of 1934 ("the Act"). b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ X ] Check the following box if the filing is a final amendment reporting the results of the transaction: [ X ] Calculation of Filing Fee Transaction valuation* Amount of filing fee $16,075 $3.22 *The transaction value is based on the assumption that only those holders of record with less than 1,000 shares will be cashed out as a result of this transaction. There may be more shareholders that fall into this category who currently have their stock with a depository. The total shares held by shareholders of record with less than 1,000 shares are 64,289. The transaction value is calculated by multiplying 64,289 shares by the purchase price of $0.25 per share. The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals 1/50th of one percent of the aggregate value of this transaction. Although the Transaction has been approved, the transaction value cannot be determined until payment to Cashed-Out Shareholders has been completed. [ ] Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously Paid: ___________________ Form or Registration No.: ___________________ Filing Party: ______________________________ Date Filed: _______________________________ Item 1. Summary Term Sheet: The terms of the Transaction are summarized 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 27, 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 Proxy Statement, "Reasons for Transaction", page 15 which is incorporated herein by reference.) ? 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 Proxy Statement entitled "Structure of the Transaction" on page 15 which is incorporated herein by reference.) ? Shareholders who are cashed out will receive $0.25 for each share beneficially owned the moment before the Effective Time; the Directors believe that the purchase price is fair, as it is higher than the fair market value determined by an appraisal received by the Company. (For more information, see the discussion in the Proxy Statement entitled "Affect of the Transaction on Company Shareholders" at page 19, incorporated herein by reference.) ? The Transaction must be approved by a majority of the Shareholders including Shareholders who are affiliated with the Company as officers, directors or employees; (This statement is included in the Proxy Statement on Page 7, incorporated herein by reference.) ? If theTransaction is approved, 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 the Proxy Statement discussion entitled "Effect on Shareholders" at page 13 and "Affect of the Transaction on Company" on page 21, incorporated herein by reference.) ? The transaction, if approved, will not have any affect on 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 13 of the Proxy Statement, incorporated herein by reference.) ? 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 of the Proxy Statement, incorporated herein by reference.) ? A complete description of the transaction can be found in Proposal Number 1 beginning on Page 3 of the Proxy Statement. Item 2. 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 November 27, 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 March 31, 2002, is set forth in dollars per share below: High - Low 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. (d) The Company has not declared or paid any dividend on the shares of common stock in the last two (2) fiscal years. A loan agreement currently in place with the Company's primary lender restricts the Company from paying any cash dividends in excess of 10% of after tax net income. 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 preceding information can also be found beginning on page 9 of the Proxy Statement, incorporated herein by reference. Item 3. Identity and Background of Filing Person (a) The filing person is the subject company: THE COEUR D'ALENES COMPANY 3900 E Broadway Spokane, WA 99220-2610 (509) 924-6363 Directors: Jimmie T G Coulson, Director, President/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/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 (b) n/a (c) n/a Item 4. Terms of the Transaction. (a) The Transaction includes both a reverse stock split and a forward 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 June 12, 2002 (the Effective Time). All shareholders on June 12, 2002 will receive one 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 herein 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 a regularly scheduled meeting of the Board held on November 29, 2001 and reaffirmed at a subsequent regularly scheduled meeting of the Board held on January 28, 2002. The Directors considered an independent valuation report prepared by Cronkite and Kissell that established the value of the shares at $0.08 per share as of August 31, 2001. The Directors, however, did not accept the conclusions and recommendations of that report; consequently, it will not be provided to the Shareholders as part of the proxy statement. A copy of the report will be provided to any shareholder upon request. The Directors determined that $0.25 was a more appropriate value. 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 one 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. For more information, see "Structure of the Transaction" beginning on page 15 of the Proxy Statement, incorporated herein by reference.) 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. Instructions regarding the assertion of dissenter rights are contained in the section entitled Dissenters Appraisal Rights at page 24; this section is incorporated herein by reference. See also Appendix A to the Proxy Statement. No provisions have been made by the Company to grant unaffiliated security holders access to the corporate files of the Company or to obtain counsel or appraisal services at the expense of the Company. The Company believes that the Transaction is procedurally fair to unaffiliated small shareholders because 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 are also available. For more information, see discussion beginning on page 7 of the Proxy Statement, incorporated herein by reference. Item 1004(f) of Regulation M-A is not applicable. A complete description of the terms of the transaction is included in Proposal No. 1 of the Proxy Statement, Special Factors beginning on page 4 and also in the section entitled "Structure of the Transaction" beginning on Page 15; this information is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Agreements. (a) 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. (b) n/a (c) 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 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. This information is included on page 9 of the Proxy Statement and is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. The securities acquired in the Transaction will be held in treasury of the Company; Idaho law allows its domestic corporations to hold their shares of common stock in treasury for limited purposes. Effective January 28, 2002, the Company merged its wholly-owned subsidiary, Union Iron Works, Inc. of Spokane back into the parent company. This merger is intended to eliminate the expense of maintaining two separate businesses. It is unrelated to the reverse split described in Proposal No. 1 of the Proxy Statement (the "Transaction"). There are no other plans, proposals or negotiations regarding any extraordinary transactions such as a merger, reorganization or liquidation involving the Company. There are no plans, proposals or negotiations that might result in any purchase, sale or transfer of a material amount of assets of the Company. There are no plans, proposals or negotiations that might result in a material change in the present dividend rate or policy or any indebtedness or capitalization of the Company. There are no plans, proposals or negotiations that might result in any change in the present board of directors or management of the Company except in the normal course of board member retirement and replacement. There are no plans, proposals or negotiations that might result in any change in the Company's corporate structure. The Company has only one class of securities and, if the Transaction is approved, the Transaction will result in the securities becoming eligible for termination of registration under Section 12(g)(4) of the Securities and Exchange Act (15 U.S.C. 781). The Company's listing of common stock on the NASDAQ Bulletin Board will be discontinued. The purpose of the transaction is more fully described in Proposal No. 1 of the Proxy Statement under "Reasons for the Transaction" beginning on Page 15, incorporated herein by reference. The Company at the present time does not intend to engage in, nor is aware of any reason for it to be involved in, any events or the transactions of the type described in this Item 6 after the completion of the Transaction. Item 7. Purposes, Alternative, Reasons and Effects. The information required by this Item 7 and Item 1013 of Regulation M-A is set forth in the proxy statement in the section entitled "Background and Purpose of the Transaction" at page 18 and "Affect of the Transaction on the Company" at page 21. These sections are incorporated herein by reference. Item 8. Fairness of the Transaction. The Directors and Management of the Company, including Mr. Coulson, believe this Transaction is fair to all unaffiliated shareholders of the Company. 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. The Company commissioned a going concern valuation study and report from an independent appraiser in an effort to arrive at a fair purchase price for the fractional shares. Since the conclusion of $0.08 per share was based on financial information of comparable companies much larger than the Company, the Board determined to set the price at $0.25. Over the last two years, the range of high and low bids has been $0.25 to $0.05. Market price is not a relevant measure of fairness, as there is not an active trading market. Over the last five years, 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. The purchase price represents roughly 50% of current book value. This Transaction will not have a material affect on shareholders holding 1,000 or more shares of the Company's stock. The Company will no longer be a registered, reporting Company, but without an active trading market over the last ten years, the registration does not provide a material benefit to the unaffiliated shareholders. No Director dissented or abstained from voting on the Transaction. The Transaction does not require the approval of a majority of the unaffiliated shareholders voting as 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 nor to prepare a report concerning the fairness of the Transaction. A complete discussion of the fairness of the Transaction can be found in Proposal No. 1 of the Proxy Statement beginning on page 5 and incorporated herein by reference. 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. Item 9. Reports, Opinions, Appraisals and Negotiations. The Company received an assessment as to the fair market value of the Company's equity on a minority interest basis from Cronkite & Kissell, a company providing business valuation and financial advisory services located in Los Angeles, California. This assessment was obtained by the Company for the information of the Board of Directors and the Company did not request Cronkite & Kissell to issue a fairness opinion. Since the Board of Directors of the Company considered only the statistical information concerning prices of shares of common stock of several companies as provided in the assessment, the Company does not believe that the assessment itself is a document that is materially related to the Transaction. The address of Cronkite & Kissell is 1888 Century Park East, Suite 1900, Los Angeles, CA 90067. The Company believes that Cronkite & Kissell has the qualifications to provide valuation services, but the Company does not have any specific information regarding such qualifications. Cronkite & Kissell had provided valuation services to other companies in the metals industry but the Company had not had any contact or arrangement for services with Cronkite & Kissell previously. The Company did not follow any express method of selection of Cronkite & Kissell nor did the Company have any material relationship with Cronkite & Kissell within the previous two years. The assessment did not related to the fairness of the consideration; the Company, acting through its Board of Directors, solely determined the amount of consideration to be paid to unaffiliated shareholders. A summary of the assessment issued by Cronkite & Kissell is set forth on page 8 of the Proxy Statement; this information is incorporated herein by reference. The assessment also has been filed as Exhibit 1 to this statement and Exhibit 1 is incorporated herein by reference. Item 10. Source and Amounts of Funds or Other Consideration. 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. If the Transaction, however, 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 Ttransaction, 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. For more information, see the discussion beginning on page 10 of the Proxy Statement, incorporated herein by reference. Item 11. Interest in Securities of Subject Company. The information required by Item 1008(a) of Regulation M-A is set forth in the Proxy Statement in the section entitled "Security Ownership of Management" at page 29; this section is incorporated by reference. Joel E. Simpson is still an employee of the Company but he is not considered part of Management for disclosure purposes. There have not been any transactions during the last sixty days involving the Company's common stock and executive officers or directors. Item 12. The Solicitation or Recommendation. Three of the Company's Directors, listed below, will be cashed out unless they acquire additional shares; if Dr. Robert Shanewise combines his accounts, his total holdings of record would be more than 1,000 shares. 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. None of the Directors identified in this section have made a recommendation separate from the unanimous resolutions adopted by the Directors. This information is included in the Proxy Statement beginning on page 11 and is incorporated herein by reference. Item 13. Financial Statements. Audited financial statements for the two previous fiscal years required to be filed with the Company's most recent Annual Report under Sections 13 and 15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o), were filed on December 27, 2001 with the Company's most recent Annual Report on Form 10-KSB for the fiscal year ended September 29, 2001. This Annual Report has been furnished to the shareholders with the mailing of the Proxy Statement. The financial statements begin on Page F1, immediately following page 17 of the Form 10-KSB and are incorporated herein by reference. The financial statements required to be included with the Company's most recent quarterly report are contained in the most recent Form 10-QSB, filed on May 9, 2002 for the quarter ended March 25, 2002 and are incorporated herein by reference. Ratio of earnings to fixed charges are as follows: Six Month Period Ended March 25, 2002: -2.46:1 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 Book Value per share of the Company's Common stock as of March 25, 2002 was $0.54. The Transaction will have no material effect on the Company's balance sheet, income statement or earnings per share for the current fiscal year. The Transaction will not have a material effect on the Company's book value per share for the current fiscal year. For a more complete discussion of the financial impact, refer to Proposal No. 1 of the Proxy Statement in the section entitled "Affect of the Transaction on the Company", beginning on page 21; this information is incorporated herein by reference. Item 14. Persons/Assets, Retained, Employed, Compensated or Used. 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. This information is included in the Proxy Statement on page 11 and is incorporated herein by reference. Item 15. Additional Information. The Transaction described in Item 1. Summary Term Sheet was submitted to the Shareholders of the Company for their consideration on November 18, 2002. A majority of the Shareholders approved the Transaction in accordance with applicable provisions of Idaho law, and the Company is in the process of completing the Transaction. The Effective Date for the Transaction was November 27, 2002. The Company has notified all shareholders owning less than 1,000 shares on the Effective Date (the "Cashed-Out Shareholders") that they must tender stock certificates for their shares to the Company as requested by a Letter of Transmittal. Payment will not be made until the Letter of Transmittal and stock certificates (or affidavit of lost stock certificate) have been delivered to the Company. Similar information has been provided to nominees for persons having beneficial ownership of less than 1,000 shares. No Cashed-Out Shareholder has notified the Company of their intent to assert dissenter appraisal rights under Idaho law. The Company has filed a certification of termination of registration of its common stock with the Securities and Exchange Commission; the Company's duty to file any reports required by Section 13(a) of the Act has been suspended, in accordance with Rule 12g-4. As of the Effective Date, there were 552 Shareholders of record holding fewer than 1,000 shares; the Company does not have sufficient information at this time to determine the number of shares held of record by nominees for beneficial owners of less than 1,000 shares. The Company estimates that the total cost for redemption of shares from Cashed-Out Shareholders in accordance with the terms of the Transaction is $16,075. Item 16. Exhibits. Exhibit No. Description of Document 1 Cronkite and Kissell valuation and assessment of the equity of The Coeur d'Alenes Company dated August 31, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE COEUR D'ALENES COMPANY Dated: December 30, 2002 By: /s/ Marilyn A. Schroeder Vice President/CFO EX-1 3 exhibit1.txt VALUATION 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 -----END PRIVACY-ENHANCED MESSAGE-----